since 4 April 2015
Our brand: Deutsche Börse
Private and institutional investors make decisions
based on market data, creating new information in
turn. Deutsche Börse's most prominent data products
include (real-time) price data, historical market data
and analytical indicators from trading at its cash and
derivatives exchanges.
Market data
7
Our brand: Clearstream
Following trading and clearing, settlement involves the
accurate booking of individual items, with the exchange
of securities against money. The booking of securities
transactions to individual client securities accounts is also
ascertained during this process. Clearstream is respon-
sible for efficient global securities settlement.
Settlement
4
C3
83
Our brand: Eurex Clearing, European Commodity Clearing
Clearing denotes the offsetting of transactions to reduce
risk positions. In addition, Deutsche Börse Group's clearing
houses act as central counterparties: as buyer to each
seller, and as seller to each buyer to minimise counterparty
risk. Deutsche Börse Group thereby offers efficient clearing
across all types of trading.
Clearing
5
3
Deutsche Börse Group covers the entire value chain in securities and
derivatives trading
Our brands: Xetra®, Eurex®, International Security
Exchange, European Energy Exchange, 360T®, Börse
Frankfurt, Tradegate
On its electronic trading systems (e.g. Xetra® and Eurex®),
Deutsche Börse Group operates regulated markets for equ-
ities, bonds and numerous other financial products, among
them derivatives, i.e. contracts derived from other assets
or reference values. Electricity and gas are traded at the
European Energy Exchange, FX via the 360TⓇ platform.
Trading
2
9 Technology
8 Indices
7 Market data
6 Collateral and liquidity management
5 Custody
4 Settlement
3 Clearing
2 Trading
Further details are available in the information boxes of our Annual 2015.
The articles place emphasis on individual aspects of our commitment,
service offering and achievements.
1 Pre-IPO und Listing
Custody
Our brand: Clearstream
statements/notes
160 Consolidated financial
Supervisory Board
2 Executive and
The Executive Board
6
Letter from the CEO
2
153 Corporate governance report
governance
153 Corporate
C3/4
C2 Deutsche Börse Group: key figures
Deutsche Börse Group at a glance
Once assets have been settled, they are held in safe
custody. Clearstream administers assets throughout the
period for which they are held, offering comprehensive
services for all product types. These services allow market
participants to efficiently comply with their regulatory
obligations.
Contents
C4
Our brands: Deutsche Börse, T7®, C7®, N7®, F7Ⓡ
State-of-the-art IT systems provide the foundation
for virtually all capital markets services. Deutsche
Börse Group develops IT systems for trading, clearing,
settlement and custody services, while ensuring the
operational reliability of the data centres.
Technology
9
Our brands: Clearstream, Eurex RepoⓇ
Through the Global Liquidity Hub, Deutsche Börse Group
offers financial institutions optimal liquidity and collateral
management. Due to its links to depository banks, trading
platforms, central counterparties and other national cen-
tral securities depositories, the open architecture provides
access to a rich pool of liquidity.
Collateral and liquidity management
6
Our brands: STOXX®, DAX®
Through STOXX Ltd., Deutsche Börse Group dissemi-
nates international indices. The STOXX index families
are differentiated by country, region, product type,
investment theme or strategy. Customised indices
facilitate accurate market analysis in real time. Among
the benchmark products are the EURO STOXX 50Ⓡ
and the DAX® index.
Indices
8
Financial report 2015
Our brands: Deutsche Börse, Börse Frankfurt
Start-up companies enter into a decisive phase when they
require liquid funds to expedite growth. It is specifically for
these companies that Deutsche Börse launched its Venture
Network. The Frankfurt Stock Exchange allows companies
to raise equity or debt capital, and investors support the
real economy by providing capital.
Pre-IPO and listing
Proportion of companies reporting in accordance with maximum
Transparency and stability key figures CR
-2
609.8
598.6
€bn
Global Securities Financing (average outstanding volume for the period)
9
126.3
138.0
m
Number of transactions
9
transparency standards 13)
12,215
€bn
Value of securities deposited (annual average)
Clearstream
33
1,282.6
1,635.7
€bn
8
2,097.9
2,272.4
m
37
59.22
13,274
Number of calculated indices
Number of sustainable index concepts
System availability of cash market trading system (Xetra®)
1
Deutsche Börse Group - an overview
C2
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the
absolute figures.
1) Clearstream and Eurex segments 2) Bonds that will mature in the following year are reported under "Other current liabilities" (2012: €577.4 million; 2014:
€139.8 million). 3) Proposal to the Annual General Meeting 2016 4) Amount based on the proposal to the Annual General Meeting 2016 5) Adjusted for the
costs of mergers and acquisitions and of efficiency programmes 6) Adjusted for expenditure relating to the revaluation of the share component of the purchase
price paid for the acquisition of the shares of Eurex Zürich AG held by SIX Group, a one-off gain from the reversal of deferred tax liabilities for STOXX Ltd. resulting
from a decision by the Swiss Financial Supervisory Authority and a one-off gain from the recognition of deferred tax assets resulting from the future possible offsetting
of losses carried forward by Eurex Global Derivatives AG 7) Adjusted for costs largely related to criminal proceedings against Clearstream Banking S.A. in the US
8) Adjusted for efficiency programme effects and costs incurred for the change of CEO in 2015 9) Adjusted for a one-off gain from the dissolution of the financing
structure established in connection with the acquisition of ISE, and a one-off expense mainly attributable to the reduction in deferred tax assets in respect of a tax
loss carryforward 10) Net profit for the period attributable to shareholders of Deutsche Börse AG/average sharehold-er's equity for the financial year based on the
quarter-end balance of shareholder's equity 11) Closing price on preceding trading day 12) Intraday price 13) Ratio of the market capitalisation of companies
listed in the Prime Standard (shares) to the market capitalisation of all companies listed on the Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
2
16,343
16,746
€bn
0
99,986
99,930
%
0
99,981
99,999
%
40
25
35
5
10,825
11,403
10
82
91
%
Market risk cleared via Eurex Clearing (gross monthly average)
System availability of derivatives market trading system (T7Ⓡ)
7
81.39
The Supervisory Board
Report of the Supervisory Board
As at 31 December 2015
(unless otherwise stated)
2016 will be the first full financial year for Deutsche Börse AG under my tenure. I have been pleased to
find a highly competent team in place here, for whose commitment I would like to extend my sincere
thanks. But we must – and we will - improve further, especially in serving our clients. Only by provid-
ing products and services that are focused on our clients will we be able to serve your interests, dear
shareholders, in the best possible way. Thank you very much for your trust and confidence.
-
We underscore our commitment to a Group-wide sustainability strategy through membership in the
United Nations Global Compact, for example, and by implementing its principles concerning human
rights, working standards, environmental protection, and the fight against corruption. Responsible
entrepreneurship is a key element for sustainable value creation and hence, for long-term business
success. As part of our integrated reporting, we create transparency as to how we identify key oppor-
tunities and risks in this area, turning them into concrete action.
A commitment to sustainability
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Letter from the CEO
The Group's Finance division remains in the trusted hands of our Chief Financial Officer, Gregor
Pottmeyer. As CEO, my portfolio includes Group Strategy and other central functions, as well as
Human Resources and innovation.
As the second newly created division, IT & Operations, Data & New Asset Classes is headed by
Deputy Group CEO Andreas Preuss, who has been a member of the Executive Board since 2006. To
date, Mr Preuss has been running the Eurex derivatives and clearing franchise. Deutsche Börse Group's
cash market business has regained divisional status, given its high political as well as macroeconomic
importance. This also encompasses the Deutsche Börse Venture Network, where we bring together
high-growth, start-up companies in the pre-IPO stage with potential investors. Hauke Stars, who has
been responsible for IT and market data since 2012, has taken over this new Cash Market, Pre-IPO &
Growth Financing division.
-
We also realigned Executive Board portfolios and responsibilities, in order to be able to pursue growth
projects such as the ones portrayed here even more vigorously. The newly created Clients, Products &
Core Markets division combines Deutsche Börse Group's derivatives trading businesses, the clearing
house as well as the settlement and custody businesses. The division is headed by Jeffrey Tessler,
who has been working for the Group since 2004. To date, Mr Tessler has been responsible for the
skilful and very successful – running of the Group's post-trading services at Clearstream.
Realignment of Executive Board portfolios
Finally, at the end of October 2015, we joined forces with the Shanghai Stock Exchange (SSE) and the
China Financial Futures Exchange (CFFEX) to establish the joint venture CEINEX (China Europe
International Exchange). This new trading venue for offshore renminbi products commenced operations
on 18 November 2015. Immediately after concluding the joint-venture agreement, CEINEX entered into
a cooperation agreement with China Construction Bank (CCB). With these steps, we made a great leap
forward in our strategy for Asia.
We were able to welcome the Federal Republic of Germany, represented by the German Finance Agency,
as a client of EurexOTC Clear. Officially known as Bundesrepublik Deutschland Finanzagentur GmbH, the
German Finance Agency is responsible for raising and managing debt instruments on behalf of the Federal
Government and its special funds. EurexOTC Clear has now attracted more than 50 clearing participants,
plus around 100 buy-side entities. From 2016 onwards, centralised clearing of certain over-the-counter
derivatives will become mandatory in Europe as well. For us, this means that over the medium term we
will generate additional revenue in this area.
Chief Executive Officer,
Deutsche Börse AG,
until 31 May 2015
Commodities trading turned out to be a sector with particularly dynamic growth. Within
Deutsche Börse Group, it is organised by the European Energy Exchange (EEX), which has been
a wholly owned subsidiary since the beginning of 2014. EEX trades contracts on power and
natural gas, as well as emission certificates. Through takeovers as well as organic growth, what
was originally a national exchange - based in Leipzig - has turned into a truly pan-European
provider. EEX managed to almost triple net revenue during the year under review.
4
3
We were able to finance both acquisitions at extremely favourable terms – and in a market environ-
ment that was challenging at times. In this way, we carefully managed the capital which you, dear
shareholders, provided us with.
Furthermore, we completed the full takeover of index vendor STOXX in July 2015. This has raised our
clout in the high-growth index business.
We completed the acquisition of foreign exchange trading platform 360T in October 2015 - adding
a particularly high-growth asset class to our existing range. In doing so, we acquired Germany's most
attractive fintech, which I also expect to have a positive impact upon our culture of innovation.
We launched various projects during 2015 which are designed to boost our company's growth potential.
Without going into too much detail, I would like to mention a few of them.
Key achievements during the year under review
Whilst these are quite respectable results, I am not yet satisfied. Deutsche Börse will have to grow
even faster in the future - in the interests of its investors, but also of its clients. The global exchange
industry is in motion: over the past few years, mergers have created true ‘mega exchanges' in the US,
and Asia is also in the starting blocks. If we want to cope with this, our EBIT must grow much faster
than our revenues. This is why our answer to the intensified competition is: "Accelerate". We are
determined to be ranked number one or two globally, in all of our businesses, and to significantly boost
our market capitalisation.
The financial year under review was a very good year for your company, Deutsche Börse AG. Not only
did net revenue increase by 16 per cent - our EBIT was also up 14 per cent year-on-year. Unfortunately,
our costs also rose, by 17 per cent. This is one of the reasons why the scalability of our business
model will play a major role in the future. At the Annual General Meeting we shall propose an increase
in the dividend, to €2.25 per share. This corresponds to a distribution ratio of 55 per cent of net profit
for the period attributable to Deutsche Börse AG shareholders.
Ladies and Gentlemen,
Dear shareholders,
Frankfurt/Main, 4 March 2016
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Letter from the CEO
Deutsche Börse Group financial report 2015
Carsten Kengeter
Chief Executive Officer
Reto Francioni, * 1955
Prof., Dr. jur.
Frankfurt/Main
until 31 December 2015
responsible for the
Clearstream division
from 1 January 2016
responsible for Clients,
Products & Core Markets
5
6
Deutsche Börse Group financial report 2015
The Executive Board
From left to right:
Andreas Preuss, Gregor Pottmeyer,
Carsten Kengeter, Hauke Stars,
Jeffrey Tessler
Detailed information about the
members of the Executive Board
and their appointments to super-
visory bodies of other companies
or comparable control bodies, as
well as their CVs can be found on
the internet under:
www.deutsche-boerse.
com/execboard
Carsten Kengeter, *1967
MSc Finance and Accounting
BA Business Administration
Graduate degree in Business
Administration
(Diplom-Betriebswirt, FH)
Frankfurt/Main
Chief Executive Officer of
Deutsche Börse AG,
since 1 June 2015
Gregor Pottmeyer, *1962
Graduate degree in
Business Administration
(Diplom-Kaufmann)
Bad Homburg v.d. Höhe
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
Hauke Stars, *1967
Former member of the
Executive Board
Member of the Executive Board, Engineering degree in applied
Andreas Preuss, *1956
Graduate degree in
Business Administration
(Diplom-Kaufmann)
Frankfurt/Main
Member of the Executive Board
and Deputy Chief Executive
Officer, Deutsche Börse AG,
until 31 December 2015
responsible for the Cash and
Derivatives Markets division
from 1 January 2016 responsible
for IT & Operations, Data & New
Asset Classes
computer science (Diplom-
Ingenieurin Informatik), MSc
by research in Engineering
Königstein im Taunus
Member of the Executive Board,
Deutsche Börse AG,
until 31 December 2015
responsible for the Information
Technology & Market Data
+ Services division
from 1 January 2016 reponsible
for Cash Market, Pre-IPO &
Growth Financing
Jeffrey Tessler, *1954
MBA
Luxembourg
Member of the Executive Board,
Deutsche Börse AG,
ty
Letter from the CEO
Deutsche Börse Group financial report 2015
2
294
Report on post-balance sheet date events
65
Other disclosures
260
Report on economic position
32
213
Deutsche Börse AG shares
31
202
Fundamental information about the Group
18
Consolidated income statement disclosures
Basis of preparation
management report
Consolidated statement of changes in equity
166
Consolidated cash flow statement
164
18 Combined
Consolidated balance sheet
162
income
Consolidated statement of comprehensive
161
Consolidated income statement
160
168
Consolidated balance sheet disclosures
Responsibility statement by the
70
Facts and figures of Deutsche Börse AG shares
Financial calendar
C8
C7
About this report
C6
List of charts and tables
C5
Corporate governance declaration
143
Acknowledgement/contact
296 Deutsche Börse Group worldwide
300
Remuneration report
119
Glossary
297
(Disclosures based on the HGB)
Deutsche Börse AG
113
Report on expected developments
106
Report on opportunities
98
Auditor's report
295
Risk report
76
Executive Board
Non-financial key performance indicators CR
8
€
18
49.90
€m
665.5
762.3
-13
Earnings per share (basic)
€
3.60
4.14
-13
Consolidated cash flow statement
Cash flows from operating activities excluding CCP positions
€m
796.6
684.8
16.3
Consolidated balance sheet
Non-current assets
Equity
Non-current interest-bearing liabilities
€m
14,386.9
11,267.2
28
€m
3,695.1
3,752.1
-2
€m
2,546.5
Net profit for the period attributable to Deutsche Börse AG shareholders
1,428.52
-2
992.6
Chief Executive Officer
Financial report
2015
DEUTSCHE BÖRSE
GROUP
www.deutsche-boerse.com
Exchange L
+Engineering
Deutsche 
Börse
Deutsche Börse Group: key figures
Deutsche Börse Group - an overview
2015
2014
Change
in %
Consolidated income statement
Net revenue (total revenue less volume-related costs)
€m
2,367.4
2,047.8
16
thereof net interest income from banking business
€m
50.6¹)
37.6¹)
35
Operating costs
€m
-1,375.6
-1,114.8
23
Earnings before interest and tax (EBIT)
€m
1,011.3
78
Carsten Kengeter
Dividend per share
Gross debt/ EBITDA
1.95)7)
1.55)
27
Interest coverage ratio
%
24.9
26.05)
-4
Deutsche Börse shares
Opening price¹¹)
High 12)
Performance indicators
Year-end closing price
Market indicators
Eurex
Number of contracts
Xetra®, Frankfurt Stock Exchange and Tradegate
Trading volume (single-counted)
€
59.22
60.20
-2
€
87.41
63.29
38
€
58.65
5
21
Low12)
%
22
€
2.253)
2.10
7
Divident payout ratio
%
554)
-5
Employees (average annual FTEs)
4,643
3,911
19
Personnel expense ratio (staff costs / net revenue)
585)6)7)
27
%
0
26.09)
26.0
%
Tax rate
-15
Return on shareholders' equity (annual average) 10)
42
%
EBIT margin, based on net revenue
17
238)
49
Deutsche Börse Group financial report 2015
90
89
In an increasingly competitive global market environment, know-how and confidential company infor-
mation bear the potential of a major financial advantage to outsiders or competitors. Deutsche Börse ap-
plies state-of-the-art technology to prevent its knowledge from being obtained illegally, i.e. through wire-
tapping. Corporate Security is also responsible for the safety of employees on business trips and has
established the worldwide "Travel Tracker" service in 2015.
Deutsche Börse Group places great importance on physical security issues. Corporate Security has de-
veloped an integral security concept to protect the company, its employees and values from external at-
tacks. A highly qualified security staff assess the security situation permanently and are in close contact
with local authorities and security departments of other companies.
Physical security
■ Executable: the employees must be familiar with the emergency procedure and be able to execute it.
■ Timely: emergency measures must ensure that operations restart within the intended time period.
Information security attacks and cybercrime represent operational risks for Deutsche Börse Group.
Cybercrime is increasingly becoming a focus for organised crime and now features high on the list of
crime statistics year after year. It is a threat to all financial services providers, to credit institutions
and to Deutsche Börse Group. Due to the growing danger from cyber criminals and increasing regu-
latory requirements, the Group is focused on mitigating these specific risks and expanding its infor-
mation security measures.
Information security
■ Functionally effective: the measures must be technically successful.
The Group has introduced and tested a management process for emergencies and crises that enables
it to respond quickly and in a coordinated manner. This is intended to minimise the effects on busi-
ness processes and on the market and to enable a quick return to regular operations. All business
segments have appointed emergency managers to act as central contacts and take responsibility dur-
ing emergencies and crises. The emergency managers inform the Executive Board or raise the alarm
with them in the case of severe incidents. In the event of a crisis, the Executive Board member re-
sponsible 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. The test
results are evaluated based on the following criteria:
Preparations for emergencies and crises
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects
and assesses threats from cybercrime in cooperation with national and international financial intelli-
gence units at an early stage and coordinates risk mitigation measures in cooperation with the busi-
ness areas. In addition, a process has been established to continually adapt information security at
Deutsche Börse Group to the growing and constantly changing requirements and to incorporate regu-
latory requirements at an early stage. In 2015, Group Information Security launched an extensive pro-
gramme designed to raise staff awareness for the responsible handling of information and to improve
staff conduct in this aspect.
Insurance policies
Under 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
intermediary between the parties to the transaction (central counterparty) in order to reduce its cus-
tomers' credit risk by offsetting receivables. Clearing members deposit collateral with Eurex Clearing
AG to reduce the bilateral default risk.
Compliance CR
The compliance function, in cooperation with the individual business segments, has the task of protect-
ing the Group against a variety of monetary and nonmonetary risks, such as reputational damage in the
markets it serves, in light of supervisors, or the general public.
Deutsche Börse Group pursues an enterprise-wide approach to its compliance function, ensuring that
applicable laws and regulatory requirements are followed with respect to individual legal entities, while
aligning dedicated legal entity compliance and regulatory personnel through a common reporting struc-
ture to the Group Chief Compliance Officer. Wherever efficient and practical, the Group pursues the de-
velopment of common compliance policies and supporting tools.
As a further step in the enhancement of Group compliance over the past few years, in the course of
2015, the compliance function was realigned into three sub-sections: Compliance Regulatory to identify
and monitor evolving legal and regulatory requirements for the financial products and services the Group
provides; Compliance Services to carry out monitoring and controls; and Compliance Strategy to pursue
continuing improvement projects. The Group significantly increased its dedicated compliance personnel
in major offices around the world, and closely aligned its work with the business areas and other control
functions to form a solid second line of defence. Further investments continue to be made into compli-
ance IT systems that provide for a more consistent and data driven approach to risk mitigation.
Deutsche Börse Group has significantly enhanced its due diligence procedures with respect to its cus-
tomers, members and counterparties. Since its products and services as a provider of financial market
infrastructures are often focused on other financial intermediaries at the wholesale level, our cooperative
approach seeks to raise the standards throughout the industry and enhance the integrity of financial
markets for all participants. Among the notable efforts championed by Deutsche Börse Group and Clear-
stream was the adoption in September 2015 by the International Securities Services Association (ISSA)
of the Financial Crime Compliance Principles for Securities Custody and Settlement. The Group is com-
mitted to implementing and promoting these industry standards.
The compliance function will continue its efforts to strengthen the compliance culture throughout the
Group. It pursues a best-in-class approach and contributes to the business strategy through an advisory
role to develop solutions for our customers in the ever evolving financial regulatory environment.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Financial risks
Deutsche Börse Group classifies its financial risk into credit, market and liquidity risk (see the graph-
ic entitled "Financial risk at Deutsche Börse Group"). At Group level, these risks account for about
22 per cent of the entire risk profile (this information only includes credit and market risk; liquidity
risk is not quantified as part of the EC; see ☑note 36 to the consolidated financial statements). They
primarily apply to the Group's financial institutions. As a result, the following explanation focuses on
Clearstream and Eurex Clearing AG.
Credit risk
Credit risk describes the danger that a counterparty might not meet its contractual obligations, or not
meet them in full. Measurement criteria include the degree to which the credit line has been utilised,
the collateral deposited and concentration risk. Although Clearstream and Eurex Clearing AG often
have short-term claims against counterparties totalling several billion euros overall, these are secured
in most cases by collateral deposited by the market participants. The Group also regularly assesses
the reliability of emergency plans for Eurex Clearing AG in the case of a credit default. The reliability
of the emergency plans for Clearstream was assessed for the first time in 2015. It is planned to re-
peat this assessment on a regular basis and to develop it further.
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending 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. First, credit is
extended solely on a very short-term basis, normally for less than a day. Second, it is largely collat-
eralised and granted to clients with high creditworthiness. Furthermore, the credit lines granted can
be revoked at any time.
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. The insurance policies are checked
individually and are approved by Deutsche Börse AG's CFO.
functions at all important locations. Examples of such precautions are listed in the graphic entitled
"Business continuity management".
Losses can also result from ongoing legal proceedings. Deutsche Börse judges the probability that
this operational risk will occur to be medium, although the losses involved could be substantial. As a
result, GRM continually monitors ongoing legal proceedings. These can be brought if Deutsche Börse
Group breaches laws or other requirements, enters into inadequate contractual agreements or fails to
monitor and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and
labour law issues. This could entail, for example, losses resulting from insufficient anti-money laun-
dering controls or breaches of competition law or of banking secrecy. Such operational risks can also
arise if government sanctions are not observed, e.g. in case of conflicting laws of different jurisdic-
tions, or in the event of breaches of other governmental or higher-order regulations.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Financial risks at Deutsche Börse Group
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 Litiga-
tion, CBOE alleges US$525 million in damages for infringement of three patents, which relate to sys-
tems 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 stayed, pending the outcome of certain petitions filed
by ISE with the U.S. Patent and Trademark Office (USPTO) in which ISE sought to invalidate the
CBOE patents. On 2 March 2015, the USPTO has partially granted ISE's petitions and has issued
decisions determining that all three CBOE patents are at least insofar invalid as they constitute un-
patentable abstract ideas. These decisions have been appealed by CBOE to the U.S. Court of Appeals
for the Federal Circuit. A decision on those appeals is expected in quarter 2 2016.
In its 2012 corporate report, Deutsche Börse Group informed about proceedings, Peterson vs
Clearstream Banking S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turn-
over of certain customer positions held in Clearstream Banking S.A.'s securities omnibus account
with its US depository bank, Citibank NA, and asserting direct claims against Clearstream Banking
S.A. for damages of US$250 million. That matter was settled between Clearstream Banking S.A. and
the plaintiffs and the direct claims against Clearstream Banking S.A. were abandoned.
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that
these were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the deci-
sion was affirmed on 9 July 2014. Bank Markazi has sought review in the Supreme Court. Once that
process is complete, if the funds are 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, a number of US plaintiffs from the first Peterson case, as well as other US
plaintiffs, filed a complaint targeting restitution of certain blocked assets that Clearstream Banking
S.A. holds as a custodian in Luxembourg. In 2014, the defendants in this action, including Clear-
stream Banking S.A., moved to dismiss the case. On 19 February 2015, the US court issued a deci-
sion granting the defendants' motions and dismissing the lawsuit. On 6 March 2015, the plaintiffs
appealed the decision to the Second Circuit Court of Appeals.
87
88
Deutsche Börse Group financial report 2015
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
A dispute has arisen between MBB Clean Energy AG (MBB), the issuer of a bond eligible in Clear-
stream Banking AG, and end investors. MBB issued a first tranche of the bond in April 2013 and a
second tranche of the bond in December 2013. The global certificates for the two tranches of the
bond were delivered into Clearstream Banking AG by the paying agent of the issuer. The dispute re-
lates to the non- payment of the second tranche of the bond with a nominal value of €500 million
and the purported lack of validity of the bond. Clearstream Banking AG's role in the dispute on the
purported lack of validity of the MBB Clean Energy AG bond is primarily to safekeep the global note,
deposited by the paying agent of the issuer, as national central securities depository. At this stage, it
is unclear if and to what extent potential damages exist and if so who would ultimately be responsi-
ble. Provisional insolvency proceedings have meanwhile been opened in respect of the issuer, MBB
Clean Energy AG.
Measures to mitigate operational risk
Deutsche Börse Group takes specific measures to reduce its operational risk. Among them are emergen-
cy and contingency plans, insurance policies, measures concerning information security and the physi-
cal safety of employees and buildings as well as precautions to ensure that the applicable rules are ob-
served (compliance).
Emergency and contingency plans
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible.
The Group has to maintain its business operations and safeguard against emergencies and disasters.
If its core processes and resources are not available, this represents not only a substantial risk for the
entire Group but also 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 (business continuity management, BCM). This covers all processes designed to ensure conti-
nuity of operations in the event of a crisis and significantly reduces availability risk. Measures in-
clude precautions relating to all important resources (systems, workspaces, employees, suppliers),
including the redundant design of essential IT systems and the technical infrastructure, as well as
emergency measures designed to mitigate the unavailability of employees or workspaces in core
Business continuity management
Emergency and crisis management process
Systems
■ Trading, clearing and
settlement systems designed
to be available at all times
■ Duplication of all data
centres to contain failure
of an entire location
Workstations
■ Emergency arrangements
for all essential functions
■Fully equipped emergency
workspaces, ready for use
at all times
■ Remote access to systems
by numerous employees
Employees
■ Option to move essential
areas of operations to other
sites if staff in one site are
not able to work
■ Additional precautions to
ensure that operations
remain active in the event
of a pandemic
Suppliers
■ Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
■ Careful and continuous
check of suppliers'
emergency preparations
Replacement of suppliers
that do not meet the
requirements
Risk report
Financial risks
93
■ Customer default
€56,550.4 million had been provided for the benefit of Eurex Clearing AG (after haircuts).
■ After this, the relevant clearing member's contribution to the clearing fund would be used to cover
the open amount. Contributions ranged from €1 million to €429 million as at 31 December 2015.
Any remaining shortfall would initially be covered by a contribution to the clearing fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €50 million as at 31 December 2015.
■ Only then would the other clearing members' contributions to the clearing fund be used proportion-
ately. As at 31 December 2015, the volume of Eurex Clearing AG's clearing fund stood at
€4,361.8 million. After the contributions have been used in full, Eurex Clearing AG can request
additional contributions from each clearing member, which can be up to twice as high as their orig-
inal clearing fund contributions.
■ After this, 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 loss-
es. The letter of comfort may only be used for losses from on-exchange transactions.
Finally, in the case of a shortfall, Eurex Clearing AG's remaining equity of €265 million as at
31 December 2015 would be utilised.
In the future, Eurex Clearing AG intends to adjust its capital structure in order to further strengthen the
lines of defence. In particular, Eurex Clearing plans:
1. to increase its own clearing fund contribution by €50 million at the beginning of 2016 and to add
a further €50 million in 2017 to in total €150 million, and
2. to make additional own contributions of maximum €300 million where Eurex Clearing requests
additional contributions from clearing members, and in this context, to harmonise the waterfall
structure in the event of a default (as outlined above) with the letter of comfort provided by
Deutsche Börse AG of €600 million. The letter of comfort will be available to cover any losses.
In the event of default by a clearing member, the Default Management Process (DMP) is triggered.
Its purpose is to rebalance the CCP, and thus to protect the non-defaulting participants from any
negative consequences resulting from the default. Every product cleared by Eurex Clearing AG is
clearly assigned to a so called liquidation group. Products within a single liquidation group share
similar risk characteristics and can be liquidated simultaneously if a clearing member defaults. The
DMP is conducted at liquidation group level; all positions held by the defaulted clearing member and
belonging to the same liquidation group are jointly transferred to other participants via an auction
or an independent sale. The clearing fund is segmented along these liquidation groups, based on
their respective margin requirements. Should the cost of liquidation exceed the defaulter's resources,
Eurex Clearing AG will always make a contribution itself before the mutual clearing fund is utilised.
During liquidation, Eurex Clearing AG can convene committees of market experts (default manage-
ment committees) to advise on and support all liquidation activities.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Eurex Clearing AG has dealt with three defaults of clearing members to date: Gontard & MetallBank,
Lehman Brothers and MF Global. In all cases, the non-defaulters were fully protected by the CCP, as
the liquidation costs were met without resort to Eurex Clearing AG's own capital or the clearing fund.
A substantial portion of the defaulters' margin remained unused and was returned to them.
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties, all with a high credit quality, by de-
fining investment limits for each counterparty and by investing funds primarily 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. Since extending its licence as an invest-
ment and credit institution under the Kreditwesengesetz (German Banking Act), Eurex Clearing AG can
also use Deutsche Bundesbank's permanent facilities.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios such as the default of their larg-
est counterparty. The figures determined in this way are compared with the limits defined as part of the
companies' 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 Clearstream Banking
S.A.'s credit risk exposure from the settlement procedure with Euroclear. Moreover, inverse stress tests
are calculated to determine the number of counterparties that would have to default for losses to exceed
the risk cover amount. In the course of the stress tests run in financial year 2015, the identified risks
have been further analysed and appropriate measures to reduce risk have been implemented.
Any potential shortfall that might be incurred in connection with such a closing or cash settlement,
as well as the associated costs, would be covered in the first instance by the collateral provided by
the clearing member concerned. As at 31 December 2015, collateral amounting to
Deutsche Börse Group tracks a variety of risk indicators in addition to its risk measures (EC, earnings
at risk and the credit risk stress tests performed). These include the extent to which individual clients
utilise their credit lines, and credit concentrations.
Market risk in the operating business results from interest rate or currency fluctuations. Deutsche
Börse Group measures this risk using earnings-based sensitivity analyses for extreme interest rate or
exchange rate fluctuations. It avoids open currency positions whenever possible. Additional market
risk could result from Deutsche Börse Group's ring-fenced pension plan assets (Contractual Trust
Agreement, Clearstream pension plan in Luxembourg). At the end of 2014, the Group reduced the
risk of market price fluctuations by deciding to invest a predominant proportion of the pension fund
on the basis of an absolute return approach, including a value preservation mechanism. The proba-
bility of a significant market risk occurring in this context is low, and the Group also considers the
impact to be low.
Liquidity risk applies if a Deutsche Börse Group company is unable to meet its daily payment obliga-
tions or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met
primarily internally by retaining funds generated. The aim is to maintain enough liquidity to meet op-
erating costs for one quarter (currently between €150 million and €250 million). An intra-Group
cash pool is used to pool surplus cash from subsidiaries on a Deutsche Börse AG level, as far as
regulatory and legal provisions allow. 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 recent years, Deutsche Börse AG has leveraged its access to the capital markets to issue corporate
bonds in order to meet its structural financing needs.
95
96
Deutsche Börse Group financial report 2015
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, li-
quidity 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
Luxembourg.
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its in-
vestment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facili-
ties, as mentioned above.
-
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 customer defaults, the gener-
ally collateralised and intraday - credit line granted to increase settlement efficiency would be called in,
and the collateral provided by the client could then be liquidated. Deutsche Börse Group estimates
the probability of this risk to be low, with the possibility of medium financial losses. However, the
key risk in this context lies not in financial losses but in the danger that the Group may not be able
to meet its obligations, or may not be able to meet them in a timely manner. Especially since banks
reduced their market making activities as a response to the stricter regulatory capital requirements, the
risk of declining liquidity in the capital markets occurs. Any uncertainty in the market as a result of a
possible counterparty default would increase the liquidity risk of Deutsche Börse Group even more.
In addition, regular stress tests are performed on the liquidity risk to which Clearstream and Eurex
Clearing AG are exposed. Clearstream and Eurex Clearing AG had sufficient liquidity at all times in
the stress tests performed in 2015.
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 initia-
tives. It therefore expresses the risks associated with the Group's business environment and sector. It
also includes business strategy risk, i.e. the impact of risks on the business strategy and possible ad-
justments to it. These business risks are represented as variance analyses of planned and actual
EBIT, and are monitored constantly by the divisions. Their weighting for the Group accounts for
about 13 per cent of the total risk. Business risk may result in revenues lagging budget projections or
in costs being higher.
Business risk includes the risk that competitors, such as the CurveGlobal, Chicago Mercantile Ex-
change (CME) and Intercontinental Exchange (ICE) derivatives exchanges or the Nasdaq OMX stock
exchange, might increase their market shares on the European trading markets (both on- and off-
exchange). Deutsche Börse Group estimates the probability of a minor loss in market share as medi-
um but the resulting impact to be relatively low.
Market risk
■ First, the relevant clearing member's outstanding positions and transactions 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.
Deutsche Börse Group financial report 2015
94
■ For pension provisions
■ Payment obligations
■ Repayment of customer deposits
Credit
■ For collateralised and uncollateralised
customer credits
■ For collateralised and uncollateralised
cash investments
■ In securities lending
■ Participation in clearing fund
■ Outstanding liabilities
Market price
■ For securities
91
92
Deutsche Börse Group financial report 2015
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 counterparties 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 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.
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 belonging 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. The probability that the default of a counter-
party to an uncollateralised cash investment could lead to a loss is considered to be low, although
the financial loss itself could be significant. The financial impact of several large, systemically im-
portant banks defaulting simultaneously could have a medium impact. The probability of this scena-
rio occurring is considered to be very low.
From 2016 onwards, investment losses on currencies for which Eurex Clearing AG has no access to
the respective central banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those
clearing members active in the currency where losses were incurred. The maximum amount which
each clearing member will have to contribute in this manner is the total amount such clearing mem-
ber has pledged with Eurex Clearing AG as cash collateral in this currency. The maximum amount to
be borne by Eurex Clearing AG is €50 million.
Reducing credit risk
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterpar-
ties to an investment before entering into a business relationship with them. The companies do this
in the same way: they determine the size of individual customers' credit lines based on regular cre-
ditworthiness checks, which they supplement with ad hoc analyses if necessary. They define hair-
cuts for securities posted as collateral depending on the risk involved, and continually review their
appropriateness. Clearstream includes all relevant risk factors when determining the haircut and al-
locates a specific deduction to each. The total haircut is calculated by adding together the individual
margins for the risk factors concerned.
In addition, in order to identify potential concentration risks from individual counterparties, Clear-
stream analyses the VaR at the level of the Clearstream Holding group. For this purpose, a credit risk
VaR is calculated at the level of individual counterparties and compared with the overall credit risk
VaR. Due to its business model, Clearstream focuses almost exclusively on financial sector customers.
However, there is no material concentration of credit risk either on individual counterparties or on
individual countries.
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.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Safety for both participants and the clearing house
Each clearing member must prove that it has capital equal to at least the amounts that Eurex Clearing
AG has defined for the different markets. The amount of capital for which evidence must be provided
depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default before set-
tling open transactions, members are obliged to deposit collateral in the form of cash or securities (mar-
gins) 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 uses haircuts with a confidence level of at least 99.9 per cent
to cover market risk. It applies an additional haircut to collateral from issuers in high-risk countries or
excludes them from being furnished as collateral altogether. 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.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin), de-
pending on how the transaction 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 uses additional collateral to protect itself in the case of default by a clear-
ing member against any risk that the value of the positions in the member's account will deteriorate in
the period before the account is settled. This additional collateral is known as the additional margin in
risk-based margining and the 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 the most im-
portant product groups: equity derivatives, equity index derivatives and derivatives on fixed-income
products. The intention is for this method to fully replace risk-based margining by the end of December
2016. The new method takes the clearing member's entire portfolio as well as historical and stress sce-
narios into account when calculating the margin requirements. The objective is to cover market fluctua-
tions 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,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial con-
sequences of a default by a clearing member to the extent that this cannot be covered by the member's
individual margin, and its own and Eurex Clearing AG's contributions to the clearing fund. 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 on the clearing fund of a potential default is simulated. Eurex Clearing AG has
defined limits which, when exceeded, trigger an immediate adjustment to the size of the clearing fund if
necessary. The following lines of defence are available for the case that a clearing member is unable to
meet its obligations to Eurex Clearing AG due to a delay in performance or a default:
Liquidity
If a peripheral state were to leave the euro zone or if a state were to become insolvent, this could
mean that government bonds would not be redeemed or only would be redeemed in part. This might
have a negative influence on Deutsche Börse Group's customers and reduce their trading volume in
the future. Currently, the Group still views the probability of this risk occurring as low, and the pos-
sible consequences as medium.
Liquidity risk
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Legal offences and business practice
-
CEINEX thus provides new opportunities to investors for efficient trading in Chinese assets effec-
tively promoting the internationalisation of the RMB, following the decision by the International Mon-
etary Fund (IMF) to include the RMB in its currency basket at the end of November 2015. The IMF
thus promoted the renminbi to a reserve currency, alongside US dollar, euro, yen and pound sterling.
Investors will thus have new investment and hedging opportunities during European and US trading
hours. Trading on CEINEX started in November 2015, initially with cash market products such as
ETFs based on Chinese underlying instruments and RMB bonds.
The "Potential net revenue contribution from structural growth opportunities until 2018" table outlines
the financial potential associated with growth initiatives in the various segments. It should be noted that
additional net revenue is expected between now and 2018.
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 its 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 fa-
cilities, a requirement that is expected to benefit Eurex. In addition, a decision was taken to limit
the volume of equities 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 in the wake of the financial crisis. The company ex-
pects 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.
Potential net revenue contribution from structural growth opportunities until 2018
Structural growth opportunities
Eurex
Expected additional
Description
net revenue
Probability¹)
360T: roll-out of additional services for foreign exchange
trading and clearing, plus the bundling of global foreign
exchange activities (~€100 million).
Clearing services for OTC traded derivatives following
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
-
In addition to growth in its core markets and products, the Group is focusing on expanding its busi-
ness 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 been op-
erating a permanent establishment with its own banking licence in Singapore since 2009. In May
2015, Deutsche Börse agreed with the Shanghai Stock Exchange (SSE) and the China Financial Fu-
tures Exchange (CFFEX) to establish CEINEX (China Europe International Exchange) – a Sino-
German joint venture where Deutsche Börse and SSE hold 40 per cent each, and CFFEX holds 20
per cent. CEINEX offers international investors exposure to investment products based on Chinese
underlying instruments. The marketplace is the world's first regulated and authorised trading plat-
form outside China for financial products denominated in renminbi (RMB), the Chinese currency.
Expansion in Asia
Deutsche Börse AG successfully explored this asset class – foreign exchange trading - with the full ac-
quisition of 360T in the third quarter of 2015. 360T® is a leading, globally active foreign exchange trad-
ing platform which has generated double-digit annual growth rates since its inception in 2000. The
broad client base of 360T includes corporate and buy-side clients as well as banks. The acquisition of
360T by Deutsche Börse is expected to further boost the company's organic growth momentum. On a
medium-term horizon, the combination offers the potential for revenue synergies in a double-digit million
amount, with 360T using Deutsche Börse Group's international sales network and expertise for growing
business, especially through the introduction of electronic trading in order to further improve liquidity
and transparency. To date, regulatory obligations such as EMIR have not yet been expanded to cover the
foreign exchange market. If this were to happen, Deutsche Börse Group would be able to tap further
growth opportunities from its extensive portfolio of products and services it offers in the context of regula-
tory requirements. For instance, the Group plans to establish a foreign exchange clearing house in order
to service the fundamental demand for capital-efficient solutions. Thanks to its leading position, 360T
further benefits from a structural trend. Even though, at present, the vast majority of daily foreign ex-
change trading volumes are executed off-exchange, demand for transparent, electronic multi-bank trad-
ing platforms such as 360T is rising. By combining the skills and experience of 360T in foreign ex-
change trading with Deutsche Börse's IT competence, the Group will be able to explore the resulting
revenue potential.
Cross-border settlement of investment funds
During 2015, Clearstream successfully completed the integration of the hedge fund custody business,
acquired from Citco in 2014. This enables clients of Deutsche Börse Group to use Clearstream's settle-
ment and custody services for their entire fund portfolio – covering traditional investment funds, ex-
change-traded index funds (ETFs) as well as hedge funds. Given that regulatory authorities demand
more efficient settlement and custody solutions in order to achieve a maximum safety level for customer
assets, the Group anticipates that it will acquire additional client portfolios during 2016.
The new, integrated solution already met with growing interest from banks, asset managers, and global
custodians during the year under review: Brewin Dolphin, one of the oldest asset managers in the Unit-
ed Kingdom, and the large US international financial services provider Northern Trust shifted settlement
of their funds business to Clearstream, mainly driven by efficiency gains as well as asset security. Clear-
stream thus acquired two additional clients for its fund custody business - one of the key drivers of
Clearstream's fund services.
Against the background of rising popularity of ETFs, Clearstream offers a range of flexible solutions
adapted to clients' needs. European ETFs are often listed on several exchanges, making the reconcilia-
tion of the register - which is necessary for cross-border trading - a very complex exercise. If ETF issu-
ance growth continues via Clearstream's international infrastructure, distribution and settlement may
take place directly via Clearstream's ICSD, leading to additional efficiency enhancements. BlackRock, the
world's biggest asset manager, thus already cooperates with Clearstream for ETF issuance and settle-
ment. In September, 20 BlackRock iShares ETFs were issued via Clearstream's ICSD. For 2016, the
company anticipates further increases in the number of ETF issuers.
101
102
regulatory requirements (>€50 million)
Deutsche Börse Group financial report 2015
Initiated by the European Central Bank (ECB), the purpose of the T2S project is to harmonise cross-
border securities settlements using central bank funds across Europe. The first of four migration waves
was completed in August 2015. Clearstream has undertaken substantial investments over recent years
to bring its systems into line with the new settlement structure. For Deutsche Börse Group, this holds the
opportunity of winning new clients for Clearstream's innovative services, such as global liquidity man-
agement. Clearstream will be connected to T2S within the scope of the fourth migration wave in Febru-
ary 2017. Once this connection is in place, clients will be able to use Clearstream as a central point of
access for domestic and international settlements, both in central bank and commercial bank funds. Na-
tional central securities depositories (CSDs) - Clearstream in Germany and LuxCSD S.A. in Luxembourg
- will offer their clients T2S settlements at ECB terms, without any mark-up. Full interoperability be-
tween national and international central securities depositories (ICSDS) will enhance liquidity and collat-
eral management.
Collateral and liquidity management
Clearstream's collateral and liquidity management offering, developed as part of its Global Liquidity
Hub growth initiative, helps customers cope with the structural changes they are facing, such as
those resulting from the additional liquidity requirements under Basel III and the clearing obligations
under EMIR which came into force in December 2015. The Global Liquidity Hub allows banks to
use the assets held in custody by Clearstream on their behalf more efficiently across different plat-
forms and countries. Since this is a key issue throughout the world, Clearstream markets its collat-
eral management system to third parties and has entered into outsourcing agreements with various
market infrastructure operators around the world. This Liquidity Hub GO (Global Outsourcing) service
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 management expertise. By the end of 2015, four CSDS - from
Brazil, Australia, Spain and South Africa had been connected to the Liquidity Hub GO. Letters of
-
intent have also been signed with other exchanges and CSDs, including in Norway, Singapore and
Canada.
Globalisation of the index business
Deutsche Börse Group's objective in its index business is to re-position its established European index
provider STOXX with a global profile, in order to develop further indices (on top of its DAX® and STOXX®
index families) and to market them on a worldwide basis. In this context, the Group announced the full
acquisition of joint ventures STOXX Ltd. and Indexium AG from SIX Group AG in July 2015. With this
move, the Group has gained full strategic flexibility in developing and marketing its indices, in order to
better exploit the structural trend towards passive investment products (ETFs). The goal is to acquire
new client groups, both within Europe as well as in Asia and the Americas, through diversification. The
Group thus consistently expanded its range of indices on Asian underlying instruments (such as the
Stoxx China Total Market Indices) in 2015. It also acquired additional clients for its broadly diversified
index offer.
Cross-border securities settlement (T2S)
Growth within the commodities area (>€50 million)
Expansion in Asia (>€20 million)
Central counterparty for securities lending (>€20 million)
In addition to its structural growth opportunities, Deutsche Börse Group has cyclical opportunities,
for instance as a result of positive macroeconomic developments. For example, volatility on the stock
markets increased starting at the end of the third quarter of 2014 due to growing uncertainty regard-
ing global economic performance and another interest rate cut by the ECB, remaining at a high level
throughout 2015. This resulted in greater demand for hedging and in a significant increase in trad-
ing volumes on regulated markets at the beginning of the fourth quarter, mirrored in the two-digit
growth rates on the cash and derivatives markets. Although the company cannot influence these cycli-
cal opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit for the pe-
riod attributable to Deutsche Börse AG shareholders significantly in the medium term:
■ In the cash and derivatives market segments (Xetra and Eurex), sustained positive economic devel-
opment, a lasting rise in investor confidence in the capital markets leading to a renewed rise in risk
appetite among market participants and a sustained increase in stock market volatility could again
stimulate trading activity by market participants and boost trading volumes for 2016.
■ The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
if key interest rates actually rise, and/or if the spread between the various European government
bonds continues to narrow.
■ The company does not expect the ECB to change its low interest rate policy during the forecast pe-
riod, the US Federal Reserve could incrementally continue to raise interest rates in 2016. Among
other things, this would positively impact Clearstream's net interest income as some 50 per cent of
its daily cash balances are denominated in US dollars. A rise in key interest rates of one basis point
affecting all customer cash deposits could lift income by some €100 million.
■ 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
External growth opportunities
Cyclical 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 include the takeover of Citco's hedge fund custody business, the majority interest in EEX and
Powernext, the full acquisition of the joint ventures STOXX incl. Indexium, as well as the full acqui-
sition of 360T. Deutsche Börse Group is also open to investments and co-operations in Asia, as
exemplified by the strategic cooperation with the Shanghai Stock Exchange and the China Financial
Futures Exchange, and the foundation of joint venture CEINEX (China Europe International Ex-
change), as well as the announcement of a cooperation agreement between Bank of China and
CEINEX. In general, the focus is on leveraging organic growth opportunities since the company al-
ready offers a very comprehensive range of products and services along the entire value chain.
106
Report on expected developments
The report on expected developments describes Deutsche Börse Group's expected performance in fi-
nancial year 2016. 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 influ-
ence the Group's success, its business strategy and its financial results, many of them outside the
company's control. Should opportunities, risks or uncertainties materialise or should one of the as-
sumptions made turn out to be incorrect, the Group's actual performance could deviate either posi-
tively or negatively from the expectations and assumptions contained in the forward-looking state-
ments and information contained in this report on expected developments.
Developments in the operating environment
Macroeconomic environment
Deutsche Börse Group anticipates that the global economy will grow moderately during the forecast
period. In the case of the emerging markets, the Group expects that countries with a current account
surplus will expand at an above-average rate. Due to cyclical as well as structural factors, these coun-
tries will no longer be able to match the high growth rates seen in the past. Moreover, the Group predicts
that economic growth in the industrialised nations will continue to recover after a number of difficult
years following the financial crisis. However, growth is likely to be lower than expected in 2015, mainly
reflecting lower growth than expected in the US, due to the stronger US dollar. With respect to Europe,
the Group is also forecasting a slight improvement in the economic situation, in particular because
southern European countries such as Spain have shown a marked recovery. In view of this essentially
positive situation, the company expects participants to place confidence in the capital markets at a level
similar to that of the previous year. However, current uncertainties could unsettle the markets again.
These include geopolitical crises, the development of the commodities prices, the monetary policy
adopted by the Fed in the US and the ECB in Europe or a crisis of confidence in the growth of certain
emerging market countries, especially in Asia. Regarding interest rate trends, the Group does not expect
to see any fundamental departure from the current low interest rate policy in Europe. In December 2015,
the ECB announced an extension of its bond-buying programme until March 2017 and a deposit rate
reduction to -0.3 per cent. This additional capital market liquidity should continue to have a positive ef-
fect on trading volumes on the cash and derivatives markets. The turnaround in US interest rates mate-
rialised at the end of 2015, as expected. Given the slowdown in economic growth, the company does
not expect any further hikes for the time being.
In its economic development forecast for 2016 published in January 2015, the International Mone-
tary Fund (IMF) predicts an increase of around 1.7 per cent in the euro zone and growth of around
1.7 per cent in Germany. Expectations for the United Kingdom and the United States are slightly
higher than for the euro zone: the UK economy is forecast to grow by around 2.2 per cent in 2016
and the US by around 2.6 per cent. The highest growth by far in 2016 – approximately 6.3 per cent
- is again expected in Asian countries (and especially China), due to high domestic demand. Given
the extremely varied estimates for the different economic regions, global economic growth is project-
ed to be around 3.4 per cent in 2016.
105
■ With respect to Clearstream's post-trade activities, the company anticipates a long-term increase in
capital raising through equity and debt financing on the capital markets. This ties in with 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, especially
in the international bond segment. In addition, given the growing internationalisation of the capital
markets, the company is continuing to expect a sharper rise in the volume issued internationally
compared with national bond issues.
■In line with the European legal and administrative framework governing certain undertakings for
collective investment in transferable securities (UCITS V), the company expects that traditional in-
vestment funds will increasingly include derivatives in their portfolio strategies. This could result in
additional business for the Eurex segment.
Deutsche Börse Group financial report 2015
Fees generated from investing cash collateral (>€15 million)
New products (>€30 million)
Clearstream
Services for investment funds (>€50 million)
Settlement and custody (>€40 million)
Collateral management (>€30 million)
Market Data + Services
Growth within the index business (>€30 million)
Growth within the Information, Tools und Market Solutions
business areas (>€10 million each)
1) See the "Description of risks" section for an explanation of the terms.
> €285 million
High
Approximately
€120 million
High
Approximately
€60 million
High
103
104
Expansion into foreign exchange trading (360T)
Regulatory environment
OTC trading clearly continues to be the bigger market, EEX nonetheless succeeded in growing market
share. EEX continues to anticipate strong demand for efficient trading and clearing solutions for the en-
ergy markets, and resulting structural growth.
With the 2014 acquisition of a majority stake in the European Energy Exchange AG (EEX), based in
Leipzig, Deutsche Börse Group expanded its product range to include trading and clearing of spot
and derivatives contracts on power and gas as well as emission certificates - in order to benefit from
markedly higher demand for energy trading and clearing services. The double-digit growth rates
which the Group has achieved since then have been the result of external growth but also reflect
structural organic growth which Deutsche Börse Group has been able to exploit, thanks to its good
position. In fact, during the year under review, EEX made further progress towards its goal of becom-
ing the core market for energy, energy-related and commodity products. EEX acquired a majority
shareholding in Powernext SA on 1 January 2015 - a logical development, given the successful co-
operation of both companies in the power and gas markets over many years. Moreover, the business
combination of EPEX Spot SE (a subsidiary of EEX) with APX Holding group was announced in the
second quarter of 2015. The short-term objective of this transaction was to establish a power exchange
for Western Europe and the United Kingdom; the long-term goal is to create a single European electricity
market. EEX also generated organic growth, especially in the power and gas business. Whilst this growth
momentum is based on the changing importance of renewable energy sources - wind power in particu-
lar for power generation, the resulting gains are difficult to predict, also due to the strong fragmentation
of the European energy market, and the fact that market participants predominantly trade off-exchange.
Given this high degree of fragmentation, as well as the inefficiency of OTC markets, demand for on-
exchange trading and clearing solutions for such transactions has been growing over recent years. Whilst
976
191
Risk-bearing capacity
€m
2,999
1,371
214
94
1,184
Utilisation
%
72
65
44
82
83
230
898
2,159
€m
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Additional business risks may arise from regulatory requirements or from the economic environment.
For example, increased transparency requirements and new rules on licensing indices used as
benchmarks in MiFID II and MiFIR could negatively impact the revenue of the Market Data + Ser-
vices segment as well as the Eurex trading venue. The introduction of a financial transaction tax,
which continues to be supported by ten European states, could significantly reduce trading activity
on both Eurex and Xetra. This would go hand in hand with lower revenue not only for the market-
places but also for all post-trading businesses, and hence for the entire Group. A sustained period of
weak trading activity on the market also represents a risk for Deutsche Börse Group simulates differ-
ent scenarios in stress tests. These simulate the simultaneous occurrence of different business risks,
such as the negative effects of stronger competition plus a reduction in business due to new regula-
tions.
Project risk
Project risk could result from the implementation of ongoing projects (such as the launch of new
products, processes or systems) and could have a material impact on one or more of the three other
risk categories (operational, financial and business risk). Project risk is not broken down further.
Such risks are evaluated by the project owner and GRM and are already taken into account in the in-
itial phase of substantial projects. For example, the implementation of the TARGET2-Securities set-
tlement system is an important project for Clearstream at present. CleAR – which aims to develop an
even more powerful platform for Eurex Clearing AG's clearing system is another key Deutsche
Börse Group project. Ultimately, project risk has an operational, financial or business impact, which
is why it is quantified as part of these risk types. Ongoing monitoring and controls ensure that project
delivery risks are continually analysed and evaluated.
-
Overall assessment of the risk situation 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 2015 is given here, and is
followed by a brief look at the coming financial year.
Summary
Additional external risk factors emerged for Deutsche Börse Group's business in the past financial year.
A slight increase in Deutsche Börse Group's operational risk was identified; this was mainly due to the
Group's higher business availability risk, resulting partially from the increased threat of cyber crime. In
addition, business risk has increased year-on-year. This was primarily due to the possibility of additional
regulatory risks as well as increased competition. The Group identified these factors early on and took
appropriate countermeasures. As a result, Deutsche Börse Group's risk profile remained broadly stable.
Deutsche Börse Group's risks were covered by sufficient risk-bearing capacity at all times during the re-
porting period, i.e. the allocated risk appetite limits were complied with.
Key figures for the liquidation principle as at 31 December 2015
Deutsche Börse
Group
Market Data
Eurex
Xetra
Clearstream
+ Services
Required economic capital
Early warning limit
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
%
85
Organic growth opportunities
When assessing organic growth opportunities, Deutsche Börse Group makes a basic distinction be-
tween structural and cyclical opportunities. Structural opportunities arise, for example, as a result of
regulatory 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
The focus of Deutsche Börse Group's structural growth potential is on product- and service-driven initia-
tives designed to satisfy new client needs as well as regulatory requirements. In order to ensure the
Group is optimally positioned and in order to explore new opportunities, the Group has gradually rea-
ligned its organisational structure since announcing the "Accelerate" growth programme in July 2015.
Moreover, it regularly examines options for growth in high-potential asset classes, products or services -
organically or through external acquisitions and cooperations.
Organisational measures supporting the Group's growth ambitions include the global coordination of
sales activities, as well as cross-divisional product development. On top of this, Deutsche Börse AG has
realigned the assignment of responsibilities on its Executive Board, with effect from 1 January 2016 –
placing client focus at the heart of its organisational structure, as announced with the introduction of
"Accelerate". With the steps taken, Deutsche Börse Group has bundled related areas in Executive Board
portfolios, thus accelerating process flows and simplifying them - in the interest of the Group's clients.
Within the framework of "Accelerate” and the related organisational changes, the Group anticipates rea-
lising potential for additional new business – especially through bundling Group-wide product develop-
ment as well as sales activities. These opportunities will develop over time, which is why they have not
been quantified in expected additional revenue.
Overall, the Group anticipates the strongest revenue increases in its Eurex segment. Besides the initia-
tives of the "Accelerate" programme, this includes clearing of over-the-counter (OTC) derivatives and fur-
ther growth in the trading of power and gas products. The acquisition of 360T Beteiligungs GmbH
(360T) will also provide a meaningful contribution to net revenue growth in this segment. In the Clear-
stream segment, the focus is on developing the investment funds business, cross-border securities set-
tlements via TARGET2-Securities (T2S), as well as collateral and liquidity management. Following the
99
Regular reporting is used to monitor growth initiatives as part of the intraperiod budget approval pro-
cess. The Group Management Committee, which also comprises the members of Deutsche Börse
AG's Executive Board, receives a monthly report on the status and progress of initiatives that are cur-
rently being implemented. This report is coordinated by central functions in cooperation with the in-
dividual projects from the business areas and compares planned costs and revenues with actual
budget utilisation and actual revenues. In addition, the financial planning is adjusted, forecasts are
updated and changes to the scope of the project are made transparent. Checks are made to establish
whether milestones have been reached and project-specific risks and the countermeasures taken are
described.
100
acquisition of the remaining stake in STOXX, the growth focus in the MD+S segment is on the globalisa-
tion of the index business. While building its business in growth regions, Deutsche Börse continues to
focus on Asia; developments there will impact all reporting segments. The business potential of the
above-mentioned initiatives are described in more detail below.
Clearing of OTC derivatives
The liquidity problems experienced by major market participants during the financial crisis were trig-
gered by the failure to settle bilateral OTC transactions that were mainly entered into on an unse-
cured basis. In light of this, the leading industrialised nations (G20) agreed to create an effective
regulatory environment to make off-exchange derivatives transactions more transparent and more se-
cure. In response, the European Union developed the European Market Infrastructure Regulation
(EMIR), which is aimed at regulating OTC trading in derivatives. EMIR includes the following regula-
tory requirements:
■ 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, its regulatory and technical standards on 21 December
2015. The obligation for market participants to comply with EMIR requirements will kick in on 21 June
2016, with the first of four phases. Preparing for mandatory clearing, Eurex Clearing AG has developed
a central counterparty to clear OTC derivatives. On 10 April 2014, Eurex Clearing received a clearing
house licence under EMIR. The award of the licence confirms that Eurex Clearing's clearing services are
fully compliant with the EMIR rules. This means that Eurex Clearing can already provide its members
with services they need to meet the upcoming clearing obligation for derivatives. This offering, which
may later be extended to other asset classes, is aimed primarily at institutional customers and the interest
rate swaps they enter into. It especially focuses 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. With phase 2 (from 21 December 2016) and phase 3 (from 21 June 2017), these clients will be
obliged to clear their transactions via a clearing house. Deutsche Börse had 46 clearing participants and
99 registered clients (such as fund management companies, banks, or insurance companies) already
signed up for its clearing offer at the end of 2015.
Trading and clearing of power and gas products (EEX)
Deutsche Börse Group financial report 2015
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 reserved for the year as a whole and to react to general business developments - if required,
new growth initiatives can for example be approved in the course of the year.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
Budgeting for growth initiatives involves reserving a full-year budget comprising expenditures and ex-
penses for each selected growth initiative included in the investment portfolio. The budget is then
approved by the Executive Board of Deutsche Börse AG over the course of the year, in line with the
85
85
85
97
98
Deutsche Börse Group financial report 2015
As at 31 December 2015, the Group's EC amounted to €2,159 million, an 11 per cent increase year-
on-year (31 December 2014: €1,939 million). The available risk bearing capacity increased by 16 per
cent to €2,999 million year-on-year (31 December 2014: €2,591 million). Earnings at risk as at
31 December 2015 were €646 million, while risk appetite was €1,012 million, based on the adjusted
EBIT in 2015.
Deutsche Börse AG's Executive Board is convinced that the risk management system is effective. The
Board continues to strengthen the system and the control function responsible for it. The Group-wide
strategy to capture and manage risk, which focuses on risk appetite, forms the basis for internal risk
management. It is codified in the three principles described in this report.
Outlook
The Group continually assesses its risk situation. Based on stress tests, on the EC calculated and on
the risk management system, Deutsche Börse AG's Executive Board concludes that the available risk
cover amount is sufficient. Furthermore, it cannot identify any risk that could endanger the Group's
existence as a going concern.
In 2016, the aim is to further strengthen Group-wide risk management. For instance, the Group plans
to analyse its risks in a more detailed manner on a single-client and on a business segment level. By
identifiying client-specific and business segment-specific risk drivers, the EC will also be monitored on
these levels. This will enable Deutsche Börse Group to manage risks on these levels. Moreover, it plans
to extend its business continuity measures in the event of emergencies (or crises), to include additional
functions over and above business-critical units.
Report on opportunities
Organisation of opportunities management
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportuni-
ties 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 throughout
the year in the individual business areas and systematically at Group level as part of its annual
budget planning 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 en-
vironment: this considers both customer wishes and factors such as market developments, competi-
tors and regulatory changes.
Ideas for growth initiatives are developed further using uniform, Group-wide templates and subjected
to a profitability analysis. Qualitative aspects are documented in a business plan, and expenses and
revenues are projected in detail for multiple years.
Once a business plan and profitability analysis have been prepared for a specific growth initiative,
the Executive Board of Deutsche Börse AG decides on its implementation. This decision is taken as
part of the annual budget planning process. The initiatives that, after taking into consideration the
associated risks, add the most value and that can be financed from the budget allocated to the busi-
ness area are selected by the Executive Board and included in the budget.
85
Governments and central banks are currently working to enhance regulation of the financial markets
so as to further stabilise the financial sector and prevent future crises of the magnitude experienced.
The measures planned, and in some cases already initiated, range from revising the legal framework
for banking business and capital adequacy requirements through rules for clearing OTC derivatives
Deutsche Börse Group financial report 2015
%
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of li-
quidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries
are in a position to honour their payment obligations at any time.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each, one
corporate bond with a nominal value of €500 million as well as one US dollar bond with a nominal val-
ue of US$290 million. For more details concerning these bonds, please refer to the “Financial posi-
tion" section. Moreover, as part of Group-internal restructuring measures, the company raised loans
from associates, in a total amount of €375.6 million, which will fall due during the 2016 financial year.
Overview of total costs
Cash flow statement (condensed)
2015
€m
2014
€m
Change
%
2015
2014
€m
€m
2015
€m
194.2
154.5
26
Write-offs
24.4
29.7
-18
Cash flows from operating activities
Cash flows from investing activities
372.8
-1,444.9
384.7
-467.9
Other operating expenses
Deutsche Börse AG has available external credit lines in the amount of €605.0 million (unchanged from
2014), which were not drawn upon as at 31 December 2015. Moreover, the company has a Commer-
cial Paper programme in place, which allows for flexible and short-term financings of up to €2.5 billion,
in various currencies. At the end of the year, Commercial Paper outstanding totalled €95.0 million
(2014: €60.0 million).
708.4
The company received dividends totalling €18.2 million (2014: €22.2 million). The decline was due, in
particular, to the fact that Börse Frankfurt Zertifikate Holding S.A. (in liquidation), Luxembourg, paid no
dividends in 2015; in 2014 it had distributed dividends of €8.0 million.
Financial position of Deutsche Börse AG
-25
Earnings per share (€)
1.711)
2.30¹)
-26
1) Calculation based on weighted average of shares outstanding
113
114
Deutsche Börse Group financial report 2015
and business processes. With the "Accelerate" programme, Deutsche Börse AG pursues the objective of
participating in global competition among capital markets infrastructure providers – in an agile, ambi-
tious and effective manner.
Revenue was up by 10 per cent in the year under review, to €1,181.9 million (2014: €1,074.0 million).
The Eurex segment provided the greatest revenue contribution, with €700.9 million (2014:
€630.8 million). At €927.0 million, the company's total costs (comprising staff costs, amortisation of
intangible assets and depreciation of property, plant and equipment, as well as other operating expenses)
were 14 per cent higher than in the previous year (2014: €812.5 million).
Deutsche Börse Group's result from equity investments for the 2015 financial year totalled
€123.9 million (2014: €209.9 million). The decline was attributable, in particular, to a €120.6 million
write-up in the previous year, due to profit-participation rights issued by Eurex Frankfurt AG within the
scope of a Group-internal reorganisation. During the 2015 financial year, the company recognised
€147.1 million (2014: €73.0 million) in income from profit-transfer agreements, and income from dis-
tributions of €18.2 million (2014: €22.2 million).
Earnings before interest and taxes (EBIT) decreased to €543.9 million (2014: €595.6 million). Net
profit for the period totalled €315.9 million, down 25.3 per cent year-on-year (2014: €423.1 million).
Results of operations of Deutsche Börse AG
Deutsche Börse AG's revenue for the 2015 financial year rose by 10 per cent, to €1,181.9 million
(2014: €1,074.0 million). The table “Sales revenue by segment" provides a breakdown of revenue
by company segment.
Regarding the performance of the Eurex derivatives market segment, general reference is made to the
"Eurex segment" section. Any divergence from the statements in that segment are essentially due to
the fact that developments of the US derivatives market (ISE), the energy market (EEX group) and the
foreign exchange market (360T group) do not directly impact upon the business of Deutsche Börse AG.
The financial performance of the Market Data + Services segment is described, in general, in the ☑
"Market Data + Services segment" section. It is worth noting that the business development of the
STOXX Ltd. subsidiary does not directly impact the business performance of Deutsche Börse AG. Details
concerning the business development in the Xetra segment are largely provided in the “Xetra segment"
section. Revenue attributable to the Clearstream segment is generated from IT services that Deutsche
Börse AG provides to entities within the Clearstream Holding AG subgroup.
Other operating income rose to €168.8 million during the year under review (2014: €117.2 million),
largely due to an increase in income from foreign-exchange translation, to €53.0 million (2014:
€8.7 million).
Total costs rose by 14 per cent year-on-year, to €927.0 million (2014: €812.5 million). For a break-
down, please refer to the table „Overview of total costs". Staff costs rose by 26 per cent compared to
the previous year, to €194.2 million (2014: €154.5 million), mainly due to expenses related to "Accel-
erate" (€21.3 million) as well as higher expenses in connection with share-based remuneration compo-
nents (+€9.3 million).
Amortisation of intangible assets and depreciation of property, plant and equipment declined by 18 per
cent, to €24.4 million in the year under review (2014: €29.7 million). The decline was largely attribut-
able to lower depreciation on IT hardware of €14.4 million (2014: €19.1 million). Other operating ex-
penses were up by 13 per cent year-on-year, to €708.4 million (2014: €628.3 million). The increase
was largely attributable to currency translation expenses of €88.6 million (2014: €48.8 million), as well
Executive and Supervisory Boards Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
as to a €30.5 million increase in expenses for advisory services, incurred in particular in connection
with the acquisitions of STOXX and 360T, as well as the "Accelerate" growth programme.
Profit from ordinary activities was down 16 per cent year-on-year, to €443.9 million (2014:
€526.0 million). The profit margin before taxes (the ratio of profit from ordinary activities to revenue)
declined from 49 per cent to 38 per cent.
Profitability
Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2015. Due to the lower results, return on equity declined
to 13 per cent, compared to 19 per cent in 2014.
Cash and cash equivalents on the 31 December 2015 reporting date amounted to €172.3 million
(2014: €236.0 million), comprising cash on hand, current account balances with banks and term de-
posits.
423.1
628.3
Cash flows from financing activities
Intangible assets
11.3
11.2
United Kingdom
68
5.9
Tangible assets
51.9
54.8
France
7
0.6
Financial assets
6,157.5
4,768.3
Rest of Europe
3
0.3
Non-current assets as at
Total Deutsche Börse AG
1,153
100
31 December
6,220.7
4,834.3
93.2
13
1,075
%
841.9
-47.8
Total
927.0
812.5
14
Cash and cash equivalents as at
31 December
-606.7
-376.5
115
116
Deutsche Börse Group financial report 2015
Deutsche Börse Group generated €372.8 million (2014: €384.7 million) in cash flow from operating
activities during the 2015 financial year. The slight decline was especially attributable to the lower level
of net income for the year.
Cash flow from investing activities amounted to €–1,444.9 million (2014: €-467.9 million). The de-
cline was predominantly related to the acquisition of the remaining stake in STOXX, and the acquisition
of 360T.
Cash flow from financing activities amounted to €841.9 million in the year under review (2014:
€-47.8 million). In addition to €386.8 million in dividends paid for the 2014 financial year, the com-
pany raised loans of €3,200.0 million and repaid loans of €2,175.3 million. Cash and cash equivalents
amounted to €-606.7 million on the reporting date of 31 December 2015 (2014: €-376.5 million),
comprising liquid funds of €172.3 million (2014: €236.0 million) less cash pooling liabilities of
€779.0 million (2014: €612.5 million).
Net assets of Deutsche Börse AG
Deutsche Börse AG's property, plant and equipment amounted to €6,220.7 million on 31 December
2015 (2014: €4,834.3 million). The lion's share of this figure was attributable to investments in
affiliated companies of €6,092.8 million (2014: €4,707.8 million), mainly comprising investments
in Clearstream Holding AG and Eurex Frankfurt AG. Investments in affiliated companies rose by
€1,385.0 million, mainly due to the acquisition of additional shares in STOXX (€653.8 million) and
the takeover of all shares in 360T (€749.7 million).
At €21.5 million (2014: €22.3 million), Deutsche Börse AG's investments in intangible assets
and property, plant and equipment were lower than amortisation, depreciation and impairment of
€24.4 million (2014: €29.7 million).
Receivables from (and liabilities to) affiliated companies include settlements for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. Receivables
from affiliated companies of €147.1 million (2014: €73.0 million) mainly related to the existing profit
transfer agreement with Clearstream Holding AG. Liabilities to affiliated companies predominantly result-
ed from cash pooling (€779.0 million - 2014: €612.4 million); short-term loans (€375.6 million -
2014: €375.6 million); and trade liabilities (€59.3 million - 2014: €69.4 million).
Non-current assets (condensed)
Employees per country/region
2015
€m
2014
€m
31 Dec. 2015
Germany
315.9
Staff costs
- 1.6
Initiatives to promote the transparency and security of the markets will continue to be a key focus
during the forecast period, ensuring that Deutsche Börse Group adds value to society. Against this
backdrop, the company expects to maintain the availability of the different trading systems Xetra and
T7 at the very high level seen in previous years throughout the forecast period of 2016.
Trends in non-financial performance indicators CR
Over the long term, the average net revenue per unit (e.g. trading or clearing fees per transaction, or
fees for custody services) is expected to decline slightly in all areas of the Group. This is a result of
laddered pricing models that lead to a decline in income per unit as customers' business activities
increase.
Deutsche Börse anticipates sustained price pressure in some of its business areas during the forecast
period. The company's objective is to cushion this price pressure by continually improving its prod-
ucts and services and offering selective incentives for price-elastic business.
Changes in pricing models
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
The company anticipates that net revenue in the Market Data + Services segment will increase
slightly during the forecast period. This expectation is based on the continuous expansion of the
product range in all areas and greater marketing of these products in growth regions. The Group's
index business is set to benefit from this development in particular. Moreover, the Group considers
the significant structural growth in the market for passively managed assets as an additional growth
driver that is expected to further strengthen demand for index licences for exchange-traded funds. In
addition to distributing index licences, the Group also benefits from the growing investment volumes
in these products. In light of this, the Group believes it is well placed to increasingly extend the posi-
tioning of its globally focused range of indices to the Asian market as well.
This segment aims to accelerate expansion of Deutsche Börse's technology leadership and expertise
in the area of market data by pooling all relevant resources within the company in a dedicated, mar-
ket-driven business unit. The goal is to open up untapped growth opportunities in the medium to
long term.
Market Data + Services segment
With regard to its customer structure, the company continues to expect that consolidation in the fi-
nancial 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 de-
cline in average fees. Although Deutsche Börse faces especially intense competition in the settlement
and custody of international bonds, the company does not expect this to have a major impact on its
net revenue or to result in a loss of market share during the forecast period.
The Clearstream segment's main revenue driver is the settlement and custody of international bonds
- a business that is much more stable than the trading business and only subject to minor capital
market fluctuations. The Group anticipates a structurally driven increase in demand for collateral and
liquidity management services due to regulatory requirements. In addition, Clearstream will make
further preparations for TARGET2-Securities (T2S), the European Central Bank's future central set-
tlement platform, during the forecast period. In the medium to long term, Clearstream expects its at-
tractive collateral and liquidity management and its strong position in the T2S network to result in
increased business activity and hence in significant additional net revenue. However, since the new
partners can only be connected consecutively and Clearstream itself will not be linked in to T2S until
2017, the Group initially anticipates only a moderate contribution to net revenue for 2016. The cen-
tral banks' monetary policy in the forecast period will continue to have an impact on Clearstream's
business. Transaction activity is expected to increase in the medium term as a result of the pro-
gramme for purchasing government and corporate bonds launched by the ECB in March 2015 and
expanded during the course of the year. At the same time, however, this could have a dampening ef-
fect on securities issuance and liquidity management. If, contrary to expectations, monetary policy
becomes more restrictive, this would have positive consequences for securities issuance, the use of
collateral and liquidity management services, as well as for net interest income in the banking busi-
ness. Given a steady level of cash balances, the reverse of the US interest rate policy at the end of
2015 will cause a rise of net interest income in 2016, because a significant proportion of the
Group's customer balances are denominated in US dollars.
Clearstream segment
As well as enhancing its cash market offering, the company will continue to closely track changes in
the competitive environment for the European cash markets. As in the past, it considers itself well
positioned to retain its status as the market leader for trading German blue chips and to offer its cus-
tomers across the globe an attractive range of products and services for cash trading in German and
European equities, and for equities clearing. However, the stronger competition in the cash market
means that further shifts in the market shares of all competitors cannot be ruled out.
Deutsche Börse Group financial report 2015
110
109
Stock market volatility increased significantly since the end of the third quarter 2014 and led to in-
creased trading volumes in the cash market, in some cases significantly so. As at the date of prepa-
ration of this management report, the company expects stock market volatility to remain high in
2016. In addition, the ECB's persistently expansive monetary policy is expected to have a continued
positive effect on demand for equities. As a result, a slight year-on-year increase in net revenue can
be assumed compared to the year under review.
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, as well as on structural and cyclical changes in
trading activity.
Xetra segment
Eurex will continue to invest systematically in implementing its technology roadmap and expanding
its product offering in the forecast period. Its investment focus will continue to be on risk manage-
ment. For example, all listed derivatives will be processed exclusively through the new C7 clearing
architecture. Among other things, these new features are being implemented to further enhance the
attractiveness from a customer perspective of clearing services for OTC derivatives trading. In the
medium to long term, the company expects this initiative to deliver significant additional net revenue.
Since the new regulatory requirements for settling OTC derivatives transactions via a central counter-
party will finally enter into force in the course of 2016, the Group does not yet anticipate any mate-
rial additional contribution to net revenue for 2016 from these investments. Looking at the very posi-
tive development of EEX group's trading volumes during the year under review and the continued
positive market environment for trading in power and gas products, the Group expects further struc-
tural growth in business activity during the forecast period. Moreover, the Group expects rising de-
mand for multi-bank platforms to further boost business activity at the foreign exchange platform
360TⓇ, acquired in 2015. As for the cyclical business drivers in the Eurex segment, persistently high
stock market volatility could continue to boost business activity. Stock market volatility at the level
seen in the last months before the publication of this report would have a significant positive impact
on trading in equity index derivatives. Furthermore, market speculation on central banks' monetary
policy, triggered by the US Federal Reserve's interest rate hike at the end of 2015, might lead to
higher trading volumes in interest rate derivatives.
-
In the past year, cyclical factors (see the ☑“Results of operations" section for details) led to an over-
all rise in derivatives trading volumes. Higher stock market volatility since the end of 2014 resulted
in a significant rise in trading volumes, especially in equity index derivatives. Deutsche Börse Group
believes that structural growth factors will remain the dominant feature over the long term, and that
they will positively influence trading volumes in all product segments (see the ☑ report on opportuni-
ties for further details). However, it is also of the opinion that, in the short term, positive cyclical ef-
fects on the business environment will lead to an increase in trading volumes, especially in the area
of equity index derivatives and – depending on the US and European monetary policy – interest rate
derivatives.
Eurex segment
Given the expected increase in sales revenue of approximately 5 to 10 per cent, with operating costs
rising by between 0 and 5 per cent as a result, the Group anticipates a growth rate of between ap-
proximately 10 and 15 per cent p.a. (excluding non-recurring effects) for adjusted EBIT and adjusted
net profit attributable to Deutsche Börse AG shareholders for the forecast period and the subsequent
years.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service company. Given demographic change and the resulting shortage
of specialist staff, the company aims to continue to position itself adequately and among other things
to increase the number of women in management positions. The Executive Board already set a volun-
tary target in 2010 for Deutsche Börse Group to increase the proportion of women in middle and upper
management to 20 per cent and in lower management to 30 per cent by 2020. These targets remain in
place. They relate to Deutsche Börse Group worldwide, including subsidiaries.
With regard to the cyclical environment and structural growth initiatives, Deutsche Börse AG's busi-
ness development is based on the same factors that influence the expected business development of
Deutsche Börse Group as a whole. These are described in the ☑report on expected developments.
For 2016, the company expects sales revenue to be above the 2015 level (2015: €1,182 million)
and to rise by approximately 5 to 10 per cent depending on how the factors described above develop.
In accordance with the Gesetz zur gleichberechtigten Teilhabe von Frauen und Männern an Führungspo-
sitionen (German Act on the Equal Representation of Women and Men in Executive Positions), the Exec-
utive Board of Deutsche Börse AG additionally resolved to maintain the existing quotas of women on the
two management levels below the Executive Board, i.e. 6 per cent on the first and 10 per cent on the
second management level. These target quotas relate to Deutsche Börse AG (excluding subsidiaries) and
will be valid until 30 June 2017.
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instru-
ment, to remain clearly positive in the forecast period. The Group expects that two significant factors
will influence changes in liquidity. Firstly, the company plans to invest some €150 million per year
in intangible assets and property, plant and equipment at Group level during the forecast period.
These investments will be included in cash flows from investing activities, and will serve primarily to
develop new products and services in the Eurex and Clearstream segments and to enhance existing
ones. The total amount mainly comprises investments in the trading infrastructure and risk manage-
ment functionality. Secondly, the Executive Board and Supervisory Board of Deutsche Börse AG will
propose a dividend of €2.25 per share to the Annual General Meeting to be held in May 2016. This
would correspond to a liquidity outflow of €420.1 million. Apart from the above, no other material
Change
2014
€m
2015
€m
Sales revenue by segment
Performance figures for Deutsche Börse AG
The 2015 financial year was characterised by two acquisitions, and the "Accelerate" growth programme.
On 31 July 2015, Deutsche Börse AG acquired the 49.9 per cent of shares in STOXX Ltd. it did not al-
ready own. As a result, STOXX Ltd. became a wholly-owned subsidiary. On 15 October 2015, Deutsche
Börse AG acquired all of the shares in 360T Beteiligungs GmbH (360T). The "Accelerate" growth pro-
gramme provides for an in-depth review of the company's strategic orientation, organisational structure
Deutsche Börse's EBT for 2015 was below the previous year's figure. What needs to be taken into ac-
count in this context is that the previous year's results had benefited from a €120.6 million write-up on
profit-participation certificates, whereas results for the year under review were burdened by expenses for
efficiency-related measures, higher advisory expenses within the scope of strategic projects, as well as
acquisition activities. Net revenue (defined as revenue generated with non-Group entities plus other op-
erating income less volume-related costs) for the 2015 financial year remained within the company's
guidance, whilst adjusted net income fell slightly short of expectations. Against this background,
Deutsche Börse AG's Executive Board considers the company's performance during the 2015 financial
year as satisfactory.
Deutsche Börse AG's course of business in the reporting period
Deutsche Börse AG is the parent company of Deutsche Börse Group. Its business activities primarily
comprise its cash and derivative markets as well as IT and Market Data + Services. The performance
of the Clearstream segment is primarily reflected in Deutsche Börse AG's business performance via
the profit and loss transfer agreement with Clearstream Holding AG. In view of this, Deutsche Börse
AG's business and operating environment is essentially the same as that of Deutsche Börse Group.
These are described in detail in the “Macroeconomic and sector-specific environment" section.
General position
Business and operating environment
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
(IFRSS) but with the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary
provisions of the German Stock Corporation Act (Aktiengesetz, AktG).
Deutsche Börse AG (Disclosures based on the HGB)
Net profit for the period
The Executive Board of Deutsche Börse AG believes that the company continues to be in a very good
position compared with the international competition thanks to its comprehensive offering along the
securities trading value chain and its innovative strength. Against this background, it therefore expects to
see a positive trend in its results of operations in the long term. The purpose of the measures resolved -
and partially implemented – in 2015, as part of the “Accelerate” programme, is to further accelerate the
Group's growth. In this context, the Group aims to act in a more agile and effective manner, and with
increased client focus, to turn Deutsche Börse into the global market infrastructure provider of choice,
being top-ranked in all its activities. However, for the forecast period, the uncertainty as to how capital
market participants will react to the economic and regulatory situation makes it difficult for the Executive
Board to make a specific forecast. Deutsche Börse Group's goal for the forecast period is to ensure the
scalability of its business model. To this end, the Executive Board will actively manage operating costs
in a way that EBIT and net profit for the period attributable to Deutsche Börse AG shareholders will grow
at a stronger rate than net revenue. Specifically, annual growth rates of approximately 10 to 15 per cent
(excluding non-recurring effects) are projected for the forecast period and the following years. Overall,
the Executive Board assumes on this basis that cash flow from operating activities will be clearly positive
and that, as in previous years, the liquidity base will be sound. The overall assessment by the Executive
Board is valid as at the publication date for this combined management report.
-
Overall assessment by the Executive Board
The parent company, Deutsche Börse AG, plans to invest some €30 million in intangible assets and
property, plant and equipment during the forecast period.
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. The Group expects to reach or slightly exceed
this figure in 2016, depending on net revenue developments.
Moreover, until 2012 the company distributed a part of freely available funds to shareholders, via share
buy-backs. Since 2013, these funds have been used predominantly to support the company's develop-
ment, as well as to fulfil credit rating and regulatory capital requirements. Against the background of the
growth strategy announced in July, the company anticipates that in future, freely available funds will in-
creasingly be applied not only to support the Group's organic growth, but also to complementary external
growth options - as implemented in 2015, with the acquisition of STOXX Ltd. and 360T Beteiligungs
GmbH.
Within the framework of a programme to optimise its capital structure, Deutsche Börse Group generally
aims to distribute dividends equivalent to between 40 and 60 per cent of adjusted net profit for the peri-
od attributable to Deutsche Börse AG shareholders. In recent years (where the Group's net profit was
lower), the dividend payout ratio was kept at the upper end of this range, in order to distribute stable
dividends to shareholders. Given that the Group's profit targets were raised in July 2015, in connection
with the announcement of the "Accelerate" growth strategy, the company aims for a dividend payout ra-
tio in the middle of the range between 40 and 60 per cent going forward.
factors were expected to impact the Group's liquidity at the time the management report was pre-
pared. As in previous years, the Group assumes that it will have a sound liquidity base due to its
positive cash flow, adequate credit lines (see ☑note 36 to the consolidated financial statements for
details), and flexible management and planning systems.
Deutsche Börse Group financial report 2015
112
111
Future development of the Group's financial position
Given the expected increase in net revenue of approximately 5 to 10 per cent, with operating costs
rising by between zero and 5 per cent as a result, the Group anticipates a growth rate of between
approximately 10 and 15 per cent per annum (excluding non-recurring effects) for EBIT and consoli-
dated net income during the forecast period and the subsequent years.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
Within the scope of its "Accelerate" growth strategy, in 2015 Deutsche Börse Group introduced prin-
ciples for managing operating costs. The core element of these principles is to ensure the scalability
of the Group's business model. To this end, the Group continuously manages operating costs relative
to the development of net revenue. Accordingly, the lower end of the net revenue growth range dur-
ing the forecast period and the following years, of approximately 5 per cent, would imply stable op-
erating costs compared to the previous year. If net revenue reaches the upper end of the range of
around 10 per cent, operating costs would be permitted to rise by up to 5 per cent per annum during
the period under review and the following years. Operating costs expected during the forecast period
are based on pro-forma operating costs of €1,296.0 million in 2015. The figure comprises reported
operating costs of €1,248.8 million, plus €47 million to annualise the effects of full consolidation of
APX Holding group, Indexium AG and 360T Beteiligungs GmbH.
4
Net profit from equity
investments
123.9
209.9
-41
Xetra
185.4
160.6
15
EBIT
543.9
270.1
595.6
Clearstream
14.3
12.5
14
Total
1,181.9
1,074.0
10
ordinary activities (EBT)
443.9
526.0
Essentially, the Group achieves the necessary flexibility in managing operating costs through two dif-
ferent initiatives designed to enhance operating efficiency. Firstly, the Group has implemented a con-
tinuous process to improve operating efficiency by focusing even more on client needs in order to
further enhance quality and efficiency of the services offered. At the same time, Group-internal pro-
cesses will be simplified, generating costs savings expected to amount to roughly €5 million during
the reporting period. Aggregate savings are targeted to rise to €50 million by 2018. Secondly, the
Group resolved a series of structural cost reduction measures during the reporting period, and al-
ready commenced implementation. To this end, the Group's management structure was streamlined
by removing hierarchical levels, in order to boost decision-making speed and agility. Operating effi-
ciency will be further enhanced through a merger of functions into competence centres, and further
improvements in purchasing and procurement. The Group is looking to generate savings of approxi-
mately €50 million during the forecast period. Overall, the Group will thus create €100 million in
additional investment capacity by 2018. As at the publication date of this combined management
report, the company is expecting that operating costs will be affected by exceptional items of some
€75 million. One half is due to efficiency measures and costs related to criminal proceedings against
Clearstream Banking S.A. in the US. The second half is related to mergers and acquisitions, in particular
to the integration of companies acquired in 2015.
-9
281.3
Profit before tax from
Depending on developments in the operating environment, the impact of both cyclical and structural
growth drivers and the success of new products and functionality, Deutsche Börse Group expects net
revenue to increase by approximately 5 per cent to 10 per cent annually during the forecast period
and the following years. Net revenue growth expected during the forecast period is based on pro-
forma net revenue of approx. €2,423 million achieved in 2015. The figure comprises reported net
revenue of €2,367.4 million, plus approx. €56 million to annualise the effects of full consolidation
of the APX power exchange (part of EEX group), effective 1 May 2015, and of 360T Beteiligungs
GmbH (360T), effective 1 October 2015.
Even if, contrary to expectations, the business environment turns out to be worse than described
above, and clients were to scale back their business activities, particularly in the Group's business
divisions which depend upon trading, Deutsche Börse Group believes it is in a position to continue
to do business profitably thanks to its successful business model and its cost discipline.
Deutsche Börse Group financial report 2015
108
107
Given its diversified business model and multiple sources of revenue, Deutsche Börse Group contin-
ues to consider itself very well positioned and expects to see a positive trend in its results of opera-
tions over the medium and long term. This expectation is based on, among other things, the growth
opportunities that the company intends to exploit over the same period. The Group expects net reve-
nue to increase further in the forecast period. This assumption is based on two main factors. Firstly,
cyclical conditions, especially stock market volatility, have improved significantly since the end of the
third quarter of 2014 and are having a positive effect on trading volumes in equities and equity in-
dex derivatives. Moreover, market speculation on interest rate developments in the US and Europe
may boost trading activity in interest rate derivatives at Eurex Exchange, whilst higher US interest
rates could lead to a slight increase in net interest income from the banking business in 2016. Sec-
ondly, the Group expects a further increase of the contribution from its structural growth initiatives as
well as new growth opportunities being explored within the scope of its "Accelerate" growth pro-
gramme launched in 2015 (for details, please refer to the report on opportunities).
Future development of results of operations
In addition to the structural opportunities arising from regulation, the Group expects to see further
debate in the forecast period on the potential introduction of a financial transaction tax. The intro-
duction of a financial transaction tax will continue to be pursued in 2016 by a number of EU mem-
ber states, which have formed an alliance to achieve greater cooperation. The introduction of such a
tax would negatively impact Deutsche Börse Group's business performance. Since the ten member
states concerned have been unable to date to reach agreement on the tax base, tax rates and tech-
nical collection and remittance methods, it is not possible to gauge the concrete impact on the
Group's business.
transactions down to improving financial market supervision (for more information, please see the
"Regulatory environment" section of the report on economic position). For Deutsche Börse Group's
customers, the ultimate impact of these far-reaching regulatory reform projects on market structures
and business models is difficult to gauge accurately at present. Deutsche Börse anticipates that this
uncertainty will continue to weigh on market participants' business activities during the forecast pe-
riod. For the Group itself, the various regulatory projects will have both positive and negative conse-
quences. Overall, however, the Group sees the changing regulatory environment as an opportunity to
expand its business further; see the ☑report on opportunities for further details.
Services
2014
Change
€m
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
Sales revenue
Market Data +
14
812.5
%
Total costs
11
927.0
700.9
Eurex
10
1,181.9 1,074.0
630.8
31.2
267
23.2
5 to 15 years
325
28.2
436
37.8
Over 15 years
40 to 49 years
40.6
50 years and older
348
30.2
Total Deutsche Börse AG
1,153
100
360
Total Deutsche Börse AG
468
Less than 5 years
Employee age structure
Deutsche Börse AG collects fees for a large part of services provided immediately after each month-end;
accordingly, trade receivables totalled €131.0 million at the year-end (2014: €142.5 million).
1,153
30 to 39 years
Under 30 years
%
31 Dec 2015
%
31 Dec 2015
Employee length of service
Executive and Supervisory Boards Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
The corporate governance declaration in accordance with section 289a HGB applies to Deutsche
Börse Group and Deutsche Börse AG, please refer to the ☑ corporate governance declaration made
on behalf of the Group.
As the structure and design of the remuneration system correspond to those of Deutsche Börse Group,
please refer to the latter's ☑ remuneration report.
Remuneration report of Deutsche Börse AG
As at 31 December 2015, 72.9 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, a
university of applied sciences or a university of cooperative education, and employees who have
completed comparable studies abroad. In total, the company invested an average of 4.3 days per
employee in staff training.
Deutsche Börse AG employed staff at six locations throughout the world as at 31 December 2015.
Details on the countries/regions concerned, the employee age structure and the length of service of
the company's employees are given in the following tables and those on the previous page.
In the course of financial year 2015, 40 employees left Deutsche Börse AG, resulting in a fluctuation
rate of 3.5 per cent.
In the reporting period, the number of people employed by Deutsche Börse AG increased by 39 to
total 1,153 as at 31 December 2015 (31 December 2014: 1,114). On average, 1,131 people
worked for Deutsche Börse AG during financial year 2015.
Deutsche Börse AG employees
Working capital amounted to €−1,158.1 million during the year under review (2014: €–1,004.8 mil-
lion). The change was mainly attributable to an increase in liabilities to affiliated companies.
Corporate governance declaration in accordance with section 289a HGB
100
The members of the Executive Board received a fixed basic salary, in twelve monthly instalments,
which represented approximately 30 per cent of the total target remuneration for one year.
118
Non-performance-related remuneration consisted of a monthly fixed basic remuneration as well
as ancillary contractual benefits.
Fixed remuneration
Ancillary contractual benefits
In addition to the basic remuneration, the members of the Executive Board received certain ancillary
contractual benefits. These included the provision of an appropriate company car for business and
personal use. Tax was payable by the Executive Board members on the pecuniary benefit arising from
private use. In addition, members of the Executive Board received taxable contributions towards private
pensions. The company has also taken out insurance cover for them, such as personal 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
Performance-related remuneration represented approximately 70 per cent of the total target remune-
ration for the year; it consisted of variable cash components that accounted for around 40 per cent and
variable share components that accounted for around 30 per cent. Starting in the year under review,
the reference periods for performance measurement were based on the past three years for the variable
cash component and on the next three years for the variable share component. Consequently, in the
year under review, the variable cash component was determined based on performance during the period
from 2013 to 2015. Performance, for the purposes of the variable share component, was also deter-
mined based on a period of three financial years. However, within the scope of introducing the new
remuneration system, all existing tranches (2013 to 2015) of the share bonus programme (ATP, Aktien-
tantiemeprogramm) were settled as at 31 December 2015, with the tranches for 2014 and 2015 trans-
ferred to share components of the new remuneration system.
Variable cash component
The Supervisory Board established the 100 per cent target value of the variable cash component
(in euros) for every Executive Board member each year. Two parameters were used to measure the
extent to which targets have been met:
Non-performance-related remuneration components
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Achievement of individual targets: one-third of the variable cash component was determined based
on the degree to which each member of the Executive Board achieved their individual targets. Indivi-
dual targets were set in each case for the current financial year and included specific requirements
of particular importance for the individual areas of Executive Board responsibility. Target achievement
was evaluated after the end of the respective year, by the Supervisory Board, for each Executive Board
member. A range from the lower limit of O per cent and the upper limit not exceeding 200 per cent
was defined for target achievement regarding individual targets and the total variable cash component.
Variable share component
The Supervisory Board established the 100 per cent target value (in euros) for the variable share
component for each Executive Board member. Based on this target value, a number of phantom
Deutsche Börse shares was calculated for each member of the Executive Board, at the beginning
of the financial year, 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 was determined.
An entitlement to the variable share bonus only arose at the end of the three-year performance period
(vesting period), and was settled fully in cash. The share bonus is variable in two ways. The first
variable was the number of phantom Deutsche Börse shares, which depended on the relative perfor-
mance of Deutsche Börse's total shareholder return (TSR) compared to the TSR of the STOXX® Europe
600 Financials Index. The second variable was the share price at the end of the period.
The number of shares calculated at the end of the vesting period was multiplied by the share price
applicable on that date (average price / Xetra closing price of Deutsche Börse's shares during the
preceding two full calendar months). If the average performance of Deutsche Börse AG's TSR during
the vesting period moved in parallel to the average TSR of the benchmark index, the number of
phantom shares remained unchanged at the end of this period. If the TSR of Deutsche Börse AG
amounted to 50 per cent or less than the index's TSR, the number of phantom shares fell to nil.
If the TSR of Deutsche Börse AG was at least twice the index's TSR, the number of phantom shares
doubled. A double cap applied to the variable share component: firstly, the performance of the allo-
cated phantom shares was 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.
121
122
Deutsche Börse Group financial report 2015
102
Achievement of the Group's consolidated net profit target: two-thirds of the variable cash component
were based on meeting a specified target for the net profit for the period attributable to Deutsche Börse AG
shareholders (hereinafter referred to as "consolidated net profit”). This measure took the consolidated
net profit for the current financial year and the two preceding years into account. The degree to which
the targets were achieved was defined for each of the three financial years, from a lower limit of 0 per cent
to an upper limit of 200 per cent. The average level of target achievement was then used to calculate
two-thirds of the variable cash component for the prevailing financial year. The Supervisory Board
was able to consider exceptional, one-off effects when determining the level of target achievement.
Key components for defining targets and measuring the achievement of target criteria, within the
remuneration system that was in place until (and including) 2015, were the company's economic
performance, stakeholder management, succession planning for management positions and employee
satisfaction as well as the value contribution made to the economy and society over the medium
and long term.
Remuneration system and targets CR
Remuneration system and aggregate Executive Board remuneration during the 2015 financial year
Deutsche Börse Group financial report 2015
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. As a matter of principle, Deutsche
Börse AG's share of the opportunities and risks of its equity investments and subsidiaries is propor-
tionate to the size of its shareholdings. Risks that threaten the existence of the Eurex Clearing AG
subsidiary have a direct impact on Deutsche Börse AG as it has issued a letter of comfort ("Patronats-
erklärung”). Further information on the letter of comfort issued to Eurex Clearing AG is available in
the "Other financial obligations and transactions not included in the balance sheet" section in the
notes to the annual financial statements of Deutsche Börse AG.
The description of the internal control system (ICS) required by 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 since 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 developments in Deutsche Börse AG's business are largely subject to the same factors
as those influencing Deutsche Börse Group. The relevant disclosures and quantitative information on
Deutsche Börse AG are provided in the report on expected developments.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Remuneration report
This remuneration report outlines the principles of the remuneration system for members of
Deutsche Börse AG's Executive Board, and describes the structure and amount of Executive Board
remuneration. Furthermore, it describes the principles applicable to, and the amount of Supervisory
Board remuneration. The remuneration report is part of the combined management report; it complies
with the requirements of the Handelsgesetzbuch (HGB, German Commercial Code) or International
Financial Reporting Standards (IFRSS), as applicable, German Accounting Standard No. 17, and
the German Corporate Governance Code (GCGC). The report is structured in four parts:
1. General principles for Executive Board remuneration
2. Remuneration system and aggregate Executive Board remuneration during the 2015 financial year
3. Remuneration system for the Executive Board applicable from the 2016 financial year onwards
4. Supervisory Board remuneration
General principles for Executive Board remuneration CR
The Executive Board remuneration is designed in a way that rewards sustainably successful and
responsible corporate governance. Therefore, incentives based on multi-year assessment periods as
well as components designed to prevent unjustifiable risks from being taken, form the foundation
of Executive Board remuneration. This is determined by the entire Supervisory Board. The Personnel
Committee is responsible for preparing the Supervisory Board's decision. The Supervisory Board
reviews the appropriateness of Executive Board remuneration on a regular basis - at least every two
years including the ratio of Executive Board remuneration to remuneration of first-level managers
and the workforce as a whole, as well as the development of the various salary levels over time. The
remuneration system applies equally to all members of the Executive Board.
During financial year 2015, the Personnel Committee and the plenary meeting of the Supervisory
Board discussed the remuneration system in detail, as part of their regular review of Executive Board
remuneration. In this context, an independent advisor was commissioned in order to examine the
remuneration system, and to develop proposals to change the system's structure and methodology.
Following detailed discussion and review, the Supervisory Board then adopted a new remuneration
system for the Executive Board in its meeting on 23 September 2015, to come into effect on
1 January 2016. The new remuneration system, which will be submitted to the Annual General
Meeting on 11 May 2016 for approval, incorporates a focus on performance, balanced incentive
systems and the strengthening of an equity culture.
119
120
Deutsche Börse Group financial report 2015
117
2015 total expense for share-based payments
8.8
Ancillary benefits
Granted contributions
Carsten Kengeter
CEO (since 1 June 2015,
appointed as at 4 Apr 2015)
2015
2015
(min)
2015
(max)
€ thous.
€ thous.
€ thous.
Fixed remuneration
819.7
76.4
819.7
819.7
76.4
76.4
Total
896.1
896.1
896.1
One-year variable remuneration (individual targets)
397.4
0
The tables "Granted contributions” and “Inflows" show the remuneration awarded to each Executive
Board member for the financial years 2015 and 2014, in accordance with no. 4.2.5 (3) of the GCGC.
Details disclosed in accordance with section 314 of the HGB are shown in the "Inflows" table.
794.8
Amount of Executive Board remuneration
124
5,670
17,206
Total 2013 to 2015 tranches
45,647
Reto Francioni²)
Tranche 2015
6,439
-6,439
0
Tranche 2014
17,519
-17,519
0
Tranche 2013
15,597
-15,597
0
Total 2013 to 2015 tranches
0
Total 2013 to 2015 tranches
303,008
1) Appointed to the Executive Board effective 4 April 2015. The 2015 tranche includes the phantom shares granted under the CPIP, for details see the
"Co-Performance Investment Plan (CPIP)" section.
2) Left the Executive Board on 31 May 2015. The outstanding tranches 2013 to 2015 were settled with the departure of Reto Francioni.
Deutsche Börse Group financial report 2015
Multi-year variable remuneration
1,614.6
0
674.6
€ thous.
650.0
24.6
674.6
€ thous.
€ thous.
650.0
580.0
24.6
25.5
674.6
605.5
One-year variable remuneration (individual targets)
300.0
0
600.0
278.3
Multi-year variable remuneration
1,250.0
0 2,825.0
1,127.8
thereof variable cash component (consolidated net profit target, 3-year term)
thereof variable share component (SBP, 3-year term)
600.0
0 1,200.0
556.7
2014
2015
(max)
2015
(min)
2015
€ thous.
650.0
24.6
3,639.1
thereof variable cash component (consolidated net profit target, 3-year term)
794.9
0
1,589.8
thereof variable share component (SBP, 3-year term)
819.7
0
2,049.3
Total
2,908.1
11,536
896.1 5,330.0
Total remuneration
436.0
3,344.1
436.0
1,332.1
436.0
5,766.0
Hauke Stars
2014
€ thous
Fixed remuneration
Ancillary benefits
Total
Service cost
650.0
Tranche 2013
4,550
Jeffrey Tessler
Hauke Stars
Gregor Pottmeyer
Andreas Preuss
Carsten Kengeter¹
(Prior-year figures in brackets)
(2,482.4)
17,845.7
(7,058.3)
1) Appointed to the Executive Board effective 4 April 2015. The 2015 tranche includes the phantom shares granted under the CPIP, for details see the
"Co-Performance Investment Plan (CPIP)" section.
2) Left the Executive Board on 31 May 2015. The outstanding 2013 to 2015 tranches were settled with the departure of Reto Francioni.
3) The sum includes total expenses for the settlement of the 2013 to 2015 tranches. As part of the transition to the new remuneration system, the members
of the Executive Board invest the 2014 and 2015 tranches in shares of Deutsche Börse AG. These shares are subject to a vesting period until 31 December 2016
(from the 2014 tranche) and 31 December 2017 (from the 2015 tranche), respectively.
A modified Black-Scholes option pricing model (Merton model) was used to measure the stock options
arising from the variable share component. See ☑note 39 of the notes to the consolidated financial
statements for details on the valuation parameters of this model.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
123
Number of phantom shares
Carsten Kengeter"
Tranche 2015
Total 2013 to 2015 tranches
Number of
phantom shares
Adjustments of
number of phantom
on the
grant date
84,092
shares since
the grant date
27,387
Reto Francioni²)
Number of
phantom shares
as at
31 Dec 2015
Total
€ thous.
2,056.2
(1,247.5)
(555.6)
3,645.4
3,261.8
(558.2)
(342.8)
3,184.1
2,693.6
(1,194.0)
(557.3)
3,887.9
3,422.8
(1,576.2)
(700.6)
4,578.1
(0)
2,550.2
4,095.1
2,550.2
(0)
(total)
€ thous.
the balance sheet date
Carrying amount as at
Expense recognised
(total)
111,479
111,479
Andreas Preuss
48,684
Hauke Stars
Tranche 2015
9,706
2,127
11,833
Tranche 2014
9,669
3,822
13,491
Tranche 2013
9,753
4,794
14,547
Total 2013 to 2015 tranches
39,871
Jeffrey Tessler
Tranche 2015
10,154
2,225
12,379
Tranche 2014
11,512
Total 2013 to 2015 tranches
18,770
6,186
12,584
Tranche 2015
12,693
2,782
15,475
Tranche 2014
14,391
5,688
20,079
Tranche 2013
14,598
7,175
16,062
21,773
57,327
Gregor Pottmeyer
Tranche 2015
10,752
2,356
13,108
Tranche 2014
12,045
4,761
16,806
Tranche 2013
Total 2013 to 2015 tranches
(1,426.9)
18,079.73)
(3,583.2)
748.4
(min)
(max)
2014
€ thous.
800.0
31.5
€ thous.
€ thous.
€ thous.
800.0
800.0
800.0
€ thous.
720.0
€ thous.
€ thous.
€ thous.
720.0
720.0
650.0
31.5
31.5
30.9
28.4
28.4
28.4
2015
27.8
2014
(min)
€ thous.
458.3
12.3
470.6
209.9
0
209.9
330.0
660.0
0
330.0
€ thous.
458.3
12.3
470.6
470.6
834.2
Service cost
Total remuneration
209.3
2,433.9
0 1,625.0
674.6 4,099.6 2,011.6
209.3 209.3 202.2
883.9 4,308.9 2,213.8
571.1
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Andreas Preuss
Deputy CEO
Gregor Pottmeyer
2015
2015
2015
2015
2015
(max)
€ thous.
831.5
831.5
0
1,280.0
557.3
0
1,800.0
748.4 4,468.4 2,225.3
290.0 290.0 292.7
2,718.4 1,038.4 4,758.4 2,518.0
711.5
Jeffrey Tessler
Reto Francioni
CEO (until 31 May 2015)
2015
2015
(min)
2015
(max)
2014
€ thous. € thous.
€ thous.
761.6
19.2
761.6
780.8
19.2
780.8 780.8
761.6
19.2
€ thous.
761.6
72.6
2015
€ thous.
2015
(min)
640.0
831.5
836.0
850.1
1,828.8
830.9
748.4
748.4
458.3
12.3
677.8
418.0
0
836.0
418.0
320.0
0
640.0
278.7
1,686.1
0
3.797,3
1,686.1 1,360.0
0
3,080.0 1,268.8
836.0
850.1
2,935.6
997.3
3,932.9
0
1,672.0
0
2,125.3
720.0
831.5 5,464.8 2,935.0 2,428.4
997.3 997.3 843.8 290.0
6,462.1 3,778.8
1,100.0
29.6
1,129.6
503.7
1,340.0
Total remuneration (DCGK)
Service cost
758.4
2,908.8
3,355.7
2,326.9
Total
1,093.2
0
thereof variable share component (SBP 2012/2011)
879.7
954.0
953.9
thereof variable cash component (consolidated net profit target)
2,047.2 1,638.1
953.9
Multi-year variable remuneration
439.8
477.0
476.9
One-year variable remuneration (individual targets)
830.9
831.5
30.9
SBP for the remuneration year5)
31.5
less variable share component
Total remuneration (section 314 of the HGB)
7) The average share price (XetraⓇ closing price) of Deutsche Börse shares was €54.27 for the calculation of the number of the phantom shares in the assessment
period from August to September 2014.
6) The number of stock options at the 2015 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 2015 (€66.97). The number of phantom shares is indicative and may change as a result
of the performance comparison based on total shareholder return.
5) Corresponds to the 100 per cent target value for the 2014 phantom stock bonus. The variable share component under the 2014 to 2016 performance assess-
ment will be paid out in 2017.
3) Information relating to the termination of the Executive Board mandate can be found in the "Termination benefits for members of the Executive Board" section.
4) Ancillary benefits (other remuneration) comprise salary components such as taxable contributions towards private pensions, taxable lump-sum telephone
allowances/living expenses, and company car arrangements.
2) Until 31 July 2015, Jeffrey Tessler was remunerated by Clearstream International S.A. Since 1 August 2015, Deutsche Börse AG pays out the total amount of
Mr Tessler's remuneration. Thus, Deutsche Börse AG contributes €1,080.1 thousand (2014: nil) to total remuneration for Jeffrey Tessler. This amount is com-
posed as follows: non-performance related remuneration: €317.3 thousand (2014: nil), other remuneration from ancillary contractual benefits: nil (2014: nil),
variable cash component: €479.4 thousand (2014: nil), number of phantom shares: 4,231 (2014: nil), their amount at the grant date: €283.4 thousand
(2014: nil).
1) Deutsche Börse AG contributes €245.5 thousand (2014: €1,019.7 thousand) to total remuneration for Andreas Preuss. This amount is composed as follows:
non-performance related remuneration: €64.0 thousand (2014: €64.0 thousand), other remuneration from ancillary contractual benefits: nil (2014: nil),
variable cash component: €113.3 thousand (2014: €105.6 thousand), number of phantom shares: 1,016 (2014: 14,391), their amount at the grant date:
€68.0 thousand (2014: €850.1 thousand).
12,693 14,391
15,105"
3,112.6 3,000.5
3,146.6
-843.8
-997.3
-436.0
850.1
-758.4
850.1
-1,093.2
0
819.7
3,752.6
4,353.0
843.8
997.3
436.0
2,762.9
Number of phantom shares6)
less service cost
800.0
800.0
€ thous.
0
0
1,034.8
3,675.4
2,598.1
470.6
1,531.5
0 1,078.0
431.2
680.0
1,007.3
2,224.6
839.6
0
419.8
660.0
0 1,320.0
0 1,700.0
780.8 4,460.8 2,504.2
199.0 199.0
979.8 4,659.8 2,504.2
2,649.8
2,450.8
199.0
660.0
680.0
1,917.6 2,042.1
0
851.0
0 3,020.0 1,340.0
0
0
0
1,531.5
€ thous.
2014
896.1
Total
76.4
819.7
€ thous.
€ thous.
2014
2015
Deputy CEO"
2015
(max)
Andreas Preuss
(since 1 June 2015,
appointed as
at 4 Apr 2015)
Casten Kengeter
CEO
Total
Ancillary benefits4)
Fixed remuneration
Inflows
Deutsche Börse Group financial report 2015
126
125
3,675.4
470.6 2,598.1
2015
2014
Gregor Pottmeyer
%
€ thous. € thous.
4,209.6 3,891.6
192.4 186.4
1,129.6 4,402.0 4,078.0
359.8
288.6
327.3
1,082.7
722.4
577.1
505.6
654.7
67.7
1,448.4
719.6
728.8
2,556.6 2,049.1 1,724.3 1,558.3 2,774.4 2,475.2
317.6
635.2
635.2
29.6
0
538.4 2,232.6 1,931.6
1,990.9 8,536.7 6,640.7
1,076.7 4,465.3 3,863.2
914.2 4,071.4 2,777.5
3,658.9 15,171.3 12,650.3
0
0
2,433.4
290.0
292.7
202.2
199.0
209.3
2,846.6 2,341.8 1,933.6 1,760.5 2,973.4 2,475.2
720.0 711.5
-728.8 -505.6
650.0
-67.7
571.1
376.6 347.2 215.0
1,617.0 1,293.8 1,747.8
753.1 694.5 430.0
863.9 599.3 1,317.8
2,433.4
680.0
€ thous.
1,100.0
€ thous.
761.6
72.6
834.2
Hauke Stars
Jeffrey Tessler²)
Reto Francioni
CEO
(until 31 May 2015)³) Total
2015
€ thous.
720.0
2014
2015
2014
2015
2014
2015
2014
€ thous.
458.3
12.3
470.6
2015
€ thous.
650.0
€ thous.
€ thous.
650.0
580.0
28.4
27.8
748.4
677.8
24.6
674.6
25.5
605.5
€ thous.
761.6
19.2
780.8
2014
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
-863.9
483.4
The service contract with the company's long-standing CEO, Reto Francioni, expired at the end of
31 May 2015. Upon leaving the Executive Board, Mr Francioni received a severance payment as
compensation for the loss of remuneration over the original residual term of his contract of service
(1 June 2015 to 31 October 2016). The severance payment consisted of the following amounts:
■ €903.0 thousand for the lost 2015 cash bonus;
■ €1,323.5 thousand for the lost 2016 cash bonus.
Mr Francioni is subject to a post-contractual non-compete clause until 31 October 2016, when
his appointment was originally due to end. This prohibits him from providing services to, or for,
a competing company. The severance payment constitutes compensation for the post-contractual
non-compete clause.
Retirement benefits
Messrs Kengeter, Francioni, Pottmeyer and Tessler are entitled to pension benefits after reaching
the age of 60, Ms Stars after reaching the age of 62, 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.
As a matter of principle, the Supervisory Board reviews and determines the pensionable income
from which retirement benefits are derived. There are two different retirement benefit systems for
Deutsche Börse AG Executive Board members. 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 2015 are
presented in the table "Retirement benefits".
Like his fellow Executive Board members, Mr Tessler is entitled to pension payments which are
secured by a trust agreement. The trust assets are held under German jurisdiction, the pension
commitments are governed by Luxembourg law. As a US citizen, Mr Tessler is subject to US income
tax. Due to his entitlement to the pension payments mentioned above, Mr Tessler incurred a tax
burden in the gross amount of €2,713.7 thousand in 2015. This tax amount was refunded by
Clearstream International S.A. in accordance with a cost assumption agreement relating to the
company's pension commitment for Mr Tessler dating from 2005.
Defined benefit retirement benefit system
After reaching the contractually agreed retirement age, members of the Executive Board to whom the
defined benefit pension 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 Messrs Francioni, Preuss and Tessler.
129
130
Deutsche Börse Group financial report 2015
Termination benefits for members of the Executive Board
Defined contribution retirement benefit system
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.
Retirement benefits
Pensionable
income
Replacement rate
Present value/defined
benefit obligation
Pension expense
2015
as at
31.12.2015
as at
31.12.2014
€ thous.
%
For Executive Board members to whom the defined contribution pension 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 pension-
able income. As in the defined benefit pension 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 pension system apply
to Messrs Kengeter and Pottmeyer and to Ms Stars.
680.0
-599.3
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
■ Disbursement of the remaining disbursement amount as at 31 March 2021 (final disbursement):
-1,317.8
-290.0 -292.7 -209.3 -202.2
-199.0
0
0
2,547.8 2,255.0 2,306.6 2,129.4 2,590.5 2,555.9
1,599.0
0 2,131.6 1,338.7
3,658.9 17,302.9 13,989.0
1,034.8 4,203.2 3,847.5
-914.2 -4,071.4 -2,777.5
0 -2,131.6 -1,338.7
3,779.5 15,303.1 13,720.3
10,752 12,045 9,706 9,669 10,154 11,512
6,439
17,519 64,849 65,136
the final disbursement will be equivalent to the total disbursement amount, less the first and
second prepayments.
127
Deutsche Börse Group financial report 2015
Remuneration of the CEO
In its meeting on 23 September 2015, the Supervisory Board resolved to adjust the target remune-
ration of Carsten Kengeter, with effect from 1 January 2016, to a total of €5 million.
Co-Performance Investment Plan (CPIP)
As part of its revision of the remuneration system, the Supervisory Board resolved to offer the
Chief Executive Officer the one-time opportunity of participating in the new CPIP. According to the CPIP,
the Chief Executive Officer may invest personal funds in Deutsche Börse AG shares once and once
only. These shares (the so-called investment shares) must be held at least until the end of the 2019 finan-
cial year, and must not be sold during this period. In return for his acquisition of investment shares,
using his personal funds up to a maximum amount of €4,500,000, the company has agreed to grant
Mr Kengeter co-performance shares (so-called co-performance shares) in the company, which are
subject to the same criteria and conditions as the newly introduced performance shares that will apply
from 2016 onwards. Performance shares are explained in the ☑section “Measurement of target
achievement for performance shares".
Within the scope of the CPIP, on 14 December 2015 Mr Kengeter invested the maximum amount
in investment shares. Accordingly, Deutsche Börse AG granted Mr Kengeter 68,987 co-performance
shares equivalent to €4,500,000 (fair value at the time the co-performance shares were granted). The
performance of the co-performance shares is based on (i) the increase in Deutsche Börse AG's consoli-
dated net profit and (ii) the ratio of Deutsche Börse AG's total shareholder return (TSR), relative to the
TSR of companies included in the STOXX Europe 600 Financials Index. The period for measuring
performance criteria commenced in the fourth quarter of 2014, thus including company performance
since the announcement of Mr Kengeter's appointment as Chairman of the Executive Board in
October 2014. This also ensures that the year 2015 - during which Mr Kengeter was appointed
Deutsche Börse AG's Chief Executive Officer - is taken into account.
The investment shares are subject to a holding period until 31 December 2019. The performance
period commenced on 1 January 2015 and will end on 31 December 2019. The claim on payout
from CPIP shares will be vested in three steps:
-
-
Prepayment on the disbursement amount as at 31 March 2019 (first prepayment): the amount
of the first prepayment will be determined by the Supervisory Board; it is supposed to be
approximately one-third of the expected amount to be disbursed.
Prepayment on the disbursement amount as at 31 March 2020 (second prepayment): the amount
of the second prepayment will be one-third of the disbursement amount determined.
128
0
■ €2,874.3 thousand, comprising fixed annual remuneration (€1,558.3 thousand), lost non-monetary
ancillary benefits (€100.0 thousand) and lost share bonuses (€1,216.0 thousand);
Assessment of individual target achievement
935.3
2,162.3
202.2
209.3
437.4
292.7
290.0
1,724.9
2,009.7
652.5
3,111.2
36.0
36.0
500.0
2,000.0
Total
Hauke Stars
48.0
48.0
500.0
494.9
Gregor Pottmeyer
1) On commencement of the current appointment Mr Francioni acquired a pension right amounting to 40 per cent of his pensionable income. Further years
of service until the agreed start of retirement will not lead to an increase in the pension. As service cost completely mirrored the expense arising from the
pension increase already in 2013, there are no expenses for financial years 2014 and 2015.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
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.
Secondary employment
A post-contractual non-compete clause applies to members of the Executive Board of Deutsche Börse AG
who were appointed or reappointed to the Board on or after 1 October 2014. This means that the
respective members of the Executive Board are contractually prohibited from acting for a competing
company, or from undertaking competing activities, for a period of one year from the end of the
employment relationship. The compensation payable during the non-compete period amounts to
75 per cent of the member's final fixed remuneration and 75 per cent of the final cash bonus and
is payable for the term of the post-contractual non-compete clause. Benefits under the pension agree-
ment are deducted from the compensation. In addition, 50 per cent of other benefits are deducted
if the other benefits plus the compensation exceed the final remuneration. The company may waive
the post-contractual non-compete clause before termination of the contract of service.
Post-contractual non-compete clause
Other provisions
Deutsche Börse Group financial report 2015
132
131
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 negatively impacted to a significant degree 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.
Change of control
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
remuneration payments (severance payment cap). The payment is calculated based on the total remu-
neration 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.
Severance payments
In the event of permanent occupational incapacity, the agreements under the defined benefit pension
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.
Transitional payments
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.
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 occu-
pational incapacity exists if an Executive Board member is unable to perform his or her professional
activities for more than six months and if 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
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, 62, or 63, respectively.
Death and permanent occupational incapacity benefits
2) Since 1 August 2015, Deutsche Börse AG contributes to the retirement benefits of Jeffrey Tessler. Until 31 July 2015, they were paid by Clearstream
International S.A.
Loans to Executive Board members
436.0
40.0
50.0
50.0
800.0
Andreas Preuss
0¹)
0
8,309.6
8,163.5
40.0
40.0
1,000.0
Reto Francioni
Defined benefit
system
€ thous.
€ thous.
2014
2015
10,082.6
449.0
8,989.0
843.8
1,000.0
Carsten Kengeter
Defined contribution
system
843.8
1,166.3
23,212.0
23,002.9
2,377.8
Total
0
169.0
5,913.4
4,756.8
40.0
40.0
577.8
Jeffrey Tessler²)
997.3
as at
31.12.2014
€ thous.
The company did not grant any loans or advances to members of the Executive Board during the financial
year 2015, and there are no loans or advances from previous years to members of the Executive Board.
Former members of the Executive Board or their surviving dependents received payments of €2.3 million
in the year under review (2014: €2.2 million). The actuarial present value of the pension obligations as
at the balance sheet date was €71.8 million in the year under review (2014: €64.5 million).
0
-3
-10
%
share price (p.a.)
Changes in
80th
70th
60th
52nd
49th
percentile
Relative TSR
15
12
7.5
5.5
3
-20
15
%
One-third of the target achievement for the performance bonus is determined based on the degree
to which each member of the Executive Board has achieved their individual targets. These targets are
set by the Supervisory Board at the beginning of each financial year individually for each Executive
Board member - taking individual requirements into account, especially those with particular impor-
tance for the individual Executive Board portfolios. The Supervisory Board assesses target achieve-
ment for each member of the Executive Board after the end of the respective remuneration year. In a
similar manner to the assessment of consolidated net profit growth, a range from a lower limit of
O per cent and an upper limit not exceeding 200 per cent has been defined for target achievement
regarding individual targets.
700,000
980,000
700,000
668,889
0
€
Performance bonus
700,000
700,000
700,000
€
Fixed remuneration
200
100
100
100
0
Individuelle Ziele
Payments to former members of the Executive Board
%
Consolidated
Long-term incentive components (3-5 years)
45%
Annual payment
30%
Composition of the total target remuneration
Furthermore, the Supervisory Board resolved to offer Mr Kengeter a one-time participation in the CPIP,
as outlined above, in the ☑ section “Co-Performance-Investment Plan (CPIP)".
In addition, Share Ownership Guidelines were introduced, according to which Executive Board mem-
bers are obliged to hold a substantial amount of Deutsche Börse AG shares during their term of office.
pension commitments
ancillary benefits
■ performance-related remuneration components
■ non-performance-related fixed remuneration
The remuneration system for the members of the Executive Board consists of four components:
Structure and remuneration components
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
The new remuneration system is based on three key guidelines: firstly, a marked performance orientation,
with a more differentiated appraisal through ambitious internal and external targets. The focus is clearly
on the company's above-average growth. The second guideline is a balanced system of incentives. This
prevents incentivising excessive risk-taking, through a combination of various assessment bases extend-
ing over several years, sustainability elements, and the deferral of disbursements over time. Thirdly, the
new remuneration system relies on strengthening the equity culture, for the purpose of aligning the
interests of shareholders, senior management and other stakeholders.
Remuneration system and targets CR
Remuneration system for the Executive Board applicable from the 2016 financial year onwards
25%
net profit growth (p.a.)
Performance bonus
ments
Maximum"
Above
target value
Target value
Below
target value
Minimum
Sample calculation
The table "Sample calculation" compares various scenarios for different target achievement levels.
Comparison of different target achievement levels
Deutsche Börse Group financial report 2015
134
133
Performance-related component (share-based payment)
Performance-related component (cash component)
■Non-performance-related component (cash component)
% Proportion of the total target remuneration
Shares
Performance shares
Basic remuneration
Ancillary
contractual
benefits
Pension
commit-
as at
31.12.2015
€ thous.
Cash
400,743
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Accordingly, performance-related remuneration for Executive Board members is predominantly share-
based. Furthermore, it is largely calculated on the basis of long-term performance, with various target
criteria being assessed over a period of five years (performance shares) or four years (share-based
performance bonus), respectively. The cash part of the performance bonus which is calculated on
-
the basis of a one-year performance assessment – is the only short-term element of variable remuneration.
The criteria which the Supervisory Board uses to assess target achievement of individual Executive
Board members are described below. These criteria are used to determine the respective performance
bonus, as well as the number and value of performance shares.
Assessment of target achievement for the performance bonus
Target achievement is determined for one financial year. Assessment of target achievement is based on
two components: growth of (reported - not adjusted) consolidated net profit for the remuneration year
concerned (with a weighting of two-thirds), and the Executive Board member's individual performance
(with a one-third weighting). Once the Supervisory Board has determined the overall target achievement
level, from these two components, it may conduct a final appraisal, adjusting it via a performance
multiplier for individual Executive Board members, but also for the entire Executive Board. The total
performance bonus will be disbursed in cash, not later than the regular salary payment for the calendar
month following approval of Deutsche Börse's consolidated financial statements. However, Executive
Board members are obliged to invest 50 per cent of the total amount after tax disbursed into
Deutsche Börse AG shares, which they will have to hold for at least three years. These shares will be
purchased by a bank, on behalf and for the account of each Executive Board member, within one month
following disbursement of the performance bonus at the latest.
Overview of the new performance bonus
2/3
Consolidated net
profit growth
100 per cent
target value
☑
1/3
Individual objectives
50%
Cash
☑
Performance
multiplier
50%
Shares
3 years holding period
Total payment
135
136
As in the past, performance-related remuneration comprises approximately 70 per cent of the total
target remuneration for one year. The composition of this variable remuneration component has
changed: from 2016 onwards, it consists of a performance bonus as well as of performance shares,
with the latter measured and granted within the framework of the Performance Share Plan (PSP).
The performance bonus amounts to approximately two-thirds of performance-related remuneration,
and to approximately 45 per cent of the total target remuneration. It consists of a share-based
component (the share-based performance bonus) and a cash component, in equal proportions.
Performance shares reflect the performance of the Deutsche Börse share price over a five-year
performance period (the vesting period). Performance shares amount to approximately one-third of
performance-related remuneration, and to approximately 25 per cent of the total target remuneration.
Deutsche Börse Group financial report 2015
Performance-related remuneration
Ancillary benefits
2,800,000
2,380,109
700,000
€
Total remuneration
3,519,875
1,338,150
700,000
1) Unlimited share price performance
0
€
Performance shares
(share-based)
2,129,225
1,070,872
700,000
610,477
0
€
Performance bonus
(cash)
700,000
1,400,000
Non-performance-related remuneration
Fixed remuneration
The non-performance-related remuneration consists of a fixed basic salary, which continues to be
paid in twelve monthly instalments. From the 2016 financial year onwards, as before, this represents
approximately 30 per cent of the total target remuneration for one year.
In addition to the basic remuneration, the members of the Executive Board continue to receive certain
ancillary contractual benefits. As under the previous system, these benefits comprise the provision
of an appropriate company car for business and personal use, taxable contributions towards private
pensions, accident insurance and D&O insurance.
7,749,100
Assessment of consolidated net profit growth for the performance bonus
Growth of consolidated net profit serves as the basis for determining two-thirds of the performance
bonus. The growth rate is derived – independent from the budget – by comparing the (reported) con-
solidated net profit for the remuneration year with the previous year's figure. Target achievement may
range between 0 and 200 per cent, whereby a decline in consolidated net profit of 20 per cent
or more means a 0 per cent target achievement (floor). Where consolidated net profit remains stable
(i.e. unchanged year-on-year), this is deemed a 75 per cent target achievement; a 7.5 per cent increase
is equivalent to a 100 per cent target achievement. An increase in consolidated net profit of 15 per cent
or more means a 200 per cent target achievement (cap). Accordingly, a stronger incentive is provided
for consolidated net profit growth rates between 7.5 per cent and 15 per cent, via a steeper slope of
the target achievement curve (please refer to the chart "Assessment of consolidated net profit growth
for the performance bonus").
Target achievement (%)
Double-digit growth
Assessment of the consolidated net profit for the performance bonus
+30
+20
+15
+7.5 +10
0
-10
Сар
4,089,022
-20
-30
0
Floor
75
100
Consolidated net profit growth (%)
200
133
100.0
100.0
full year
full year
Monica Mächler
David Krell²)
Hans-Peter Gabe
Richard M. Hayden²)
1 Jan-13 May
Marion Fornoff
100.0
100.0
full year
full year
Karl-Heinz Flöther
Craig Heimark
full year
full year
130.0
146
Deutsche Börse Group financial report 2015
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. These
responsibilities are set out in detail in the following sections.
Both boards perform their duties in the interests of the company and with the aim of achieving a sustain-
able increase in value. Their actions are based on the principle of responsible corporate governance.
Consequently, the Executive and Supervisory Boards of Deutsche Börse AG work closely together on the
basis of mutual trust: the Executive Board provides the Supervisory Board with regular, timely and
comprehensive information on the course of business. In addition, it regularly informs the Supervisory
Board of 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 is 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.
Executive Board of Deutsche Börse AG
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group. The Board normally
had five members in the reporting period. It was only between 4 April 2015 and 31 May 2015 that
the Board consisted of six members, given that Carsten Kengeter joined the Board as from April, but
only took the chairmanship on following the retirement of Reto Francioni. The main duties of the
Executive Board 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.
54.2
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 independently
manages and is personally responsible for the areas of the company assigned to them in the board's
schedule of responsibilities. In addition to the business areas, there are functional responsibilities
assumed by the divisions of the Chairman of the Executive Board (CEO) and the Chief Financial Officer
(CFO). The business areas cover the operating business areas, such as cash market activities and the
derivatives business, securities settlement and custody, information technology and the market data
business. Effective 1 January 2016, the responsibilities within the Executive Board have been reorga-
nised in order to concentrate areas of responsibility and related issues and to increase client orientation.
Besides the already existing CEO and CFO divisions, the following three new divisions have been
established: (1) Clients, Products & Core Markets, (2) IT & Operations, Data & New Asset Classes as
well as (3) Cash Market, Pre-IPO & Growth Financing. Details can be found in the ☑section "Overview
of Deutsche Börse Group - Organisational structure".
full year
100.0
full year
1 Jan-13 May
137.5
116.7
full year
full year
41.7
Basic remuneration
130.0
166.7
166.7
Erhard Schipporeit
full year
full year
120.0
100.0
Jutta Stuhlfauth
1 Jan-13 May
full year
41.7
100.0
Martin Ulrici²)
Johannes Witt
Amy Yip³)
full year
full year
137.5
132.5
full year
full year
165.0
144.6
125.8
100.0
1 Jan-13 May
full year
56.3
132.5
Friedrich Merz2)
1 Jan-13 May
full year
86.7
41.7
Thomas Neiße²)
1 Jan-5 Feb
full year
22.5
135.0
Heinz-Joachim Neubürgert
Gerhard Roggemann (Deputy Chairman until 13 May 2015)
full year
full year
100.0
145
13 May 31 Dec
2,319.2
Information on corporate governance practices CR
Behavioural guidelines
Deutsche Börse Group's global orientation requires that binding policies and standards of behaviour are
applied at all 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
upon 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 which is applicable throughout
the Group, lays the foundation for this by setting minimum ethical and legal standards. It is binding
both for members of the Executive Board and for 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 the course of 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 resolve ethical and legal challenges. The code of ethics for employees of
Deutsche Börse Group can be found at www.deutsche-boerse.com > Sustainability > Set an
example > Employees > Code of ethics.
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 all key suppliers have made voluntary 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 developments, and
amended as necessary. The Code of Conduct for suppliers and service providers can be found on the
internet at www.deutsche-boerse.com > Sustainability > Set an example > Procurement management.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
Values
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards
of the different countries in which it operates. In particular, the Group underscores the values to which
it attaches importance 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.
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.
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 employers to
jointly shape policies and programmes. By signing up for this,
Deutsche Börse Group has agreed to observe these standards.
The German Sustainability Code ☑www.nachhaltigkeitsrat.de/
en/home: The German Council for Sustainable Development
adopts the German Sustainability Code and recommends that
the political and business communities make extensive use of
this voluntary instrument. Deutsche Börse Group has published
an annual declaration of conformity with the German Sustain-
ability Code since 2011.
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. A number of sets of rules are in force in the Group to
ensure that employees comply with this. 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. A whistleblower's identity is not revealed to Deutsche Börse Group.
Risk and control management policies
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. Among other things,
this takes into account legal requirements, the recommendations of the German Corporate Governance
Code, international regulations and recommendations, and other company-specific policies. The mana-
gers 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.
A Group-wide risk management system is in place that covers, and provides mandatory rules for, func-
tions, processes and responsibilities. Details on the internal control system and risk management at
Deutsche Börse Group can be found in the ☑ sections "Internal management” and “Risk report".
The annual Declaration of Conformity in accordance with section 161 of the AktG can also be found
on the internet at ☑www.deutsche-boerse.com/declconformity. The declarations of conformity for the
previous five years can also be accessed there.
No. 4.2.5 (3) (subitem 1) of the Code recommends, inter alia, to present the maximum achievable
compensation for variable compensation components for financial years starting after 31 Decem-
ber 2013. As there will be no cap in relation to the share-based variable compensation components,
the maximum achievable compensation cannot be presented as recommended in no. 4.2.5 (3)
(subitem 1) of the Code. Therefore, the deviation from the Code results from the fact that there is
no cap on the maximum achievable compensation."
bers of the Executive Board, no cap will be foreseen on the maximum achievable bonus amount as the
development of the share price remains uncapped. In our opinion, a cap on the achievable amount
would be inconsistent with the rationale of a share-based compensation system which aims to achieve
an adequate participation in the economic risks and chances of the company by the members of the
Executive Board.
Deutsche Börse Group financial report 2015
Total
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
2) Left the Supervisory Board on 13 May 2015
3) Elected to the Supervisory Board on 13 May 2015
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
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 decla-
ration 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, the composition and working practices of the Supervisory Board committees, and
definition of female proportions according to sections 76 (4) and 111 (5) of the AktG.
Declaration of Conformity in accordance with section 161 of the AktG
On 8 December 2015, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following Declaration of Conformity:
1,960.7
"Declaration of Conformity regarding the German Corporate Governance Code in accordance with
section 161 of the German Stock Corporation Act
For the period since the last declaration of conformity dated 9 December 2014 until 11 June 2015,
the declaration set out below refers to the previous version of the Code as of 24 June 2014.
Since 12 June 2015, the declaration refers to its current version as of 5 May 2015, published in the
Federal Gazette on 12 June 2015.
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the recommendations
of the 'Government Commission German Corporate Governance Code' have been met almost completely
and will be met with only few deviations. For details, please see below:
1. Agreement of severance payment caps when concluding Executive Board contracts
(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. Cap on total amount of compensations (no. 4.2.3 (2) (sentence 6) of the Code) and disclosure
in the compensation report (no. 4.2.5 (3) of the Code)
No. 4.2.3 (2) (sentence 6) of the Code recommends that the amount of management compensation
shall be capped, both overall and for individual components. In the future, Deutsche Börse AG will
deviate from this recommendation.
Effective as of 1 January 2016, a new compensation system will be implemented, inter alia, for the
Executive Board of Deutsche Börse AG. Within the framework of this new compensation system, the
long-term variable compensation elements will be share-based. Even though the new compensation
system will provide for a cap in relation to the number of shares which will be allocated to the mem-
143
144
Section 161 of the German Stock Corporation Act (AktG) requires the Executive Board and the Supervisory
Board of a listed stock corporation to declare annually that the recommendations of the 'Government
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 recommendations
have not been or are not being applied and why not.
137.1
Joachim Faber (Chairman)
full year
Assessment of consolidated net profit for performance shares
Target achievement (%)
300
250
200
150
133
115
100
50
Floor
0
-10
-5
Consolidated net profit growth (%)
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Cap
During the five-year performance period, the Supervisory Board measures target achievement of Execu-
tive Board members after the end of each financial year and determines the number of performance
shares. The level of target achievement may range between zero and 250 per cent. If consolidated net
profit declines, or remains unchanged year-on-year, this is deemed a zero per cent target achievement
level (floor). A 7.5 per cent increase in consolidated net profit is equivalent to a 100 per cent target achieve-
ment. An increase in consolidated net profit of 15 per cent or more means a 250 per cent target
achievement (cap). The target achievement level increases more strongly for growth rates between
10 per cent and 15 per cent, compared to single-digit growth rates, providing a stronger incentive
to Executive Board members to achieve double-digit consolidated net profit growth. Please also refer
to the chart "Assessment of consolidated net profit growth for performance shares".
2) Final payment will incorporate dividends paid over the 5 years for the vesting share units.
2016 2017 2018 2019 2020
50%
Number of granted
Consolidated net
profit growth
virtual performance
shares
→
50%
TSR Deutsche Börse vs.
index companies
Absolute KPI
Relative KPI
Final number
of virtual
performance
shares¹)
Share price
development
over the
performance
period
Final payment²
(real shares)
full year
Assessment of consolidated net profit for performance shares
0
+5
+7.5 +10
60th
70th 75th
80th
Relative TSR vs. index (percentile rank)
Share Ownership Guidelines
Under the Share Ownership Guidelines, members of the Executive Board are obliged to hold a multi-
ple of their gross fixed remuneration in Deutsche Börse AG shares during their term of office. A multiple
of 3 applies to the CEO, and a multiple of 2 to the Deputy CEO and to ordinary Executive Board mem-
bers. Shares of the following three categories will be considered to assess compliance with the Share
Ownership Guidelines: (i) shares purchased from the performance bonus, during the holding period;
(ii) shares from allocation of performance shares; and (iii) shares held in private ownership. Such share-
holdings must build up over a three-year period ending on 31 December 2018. The relevant figure for
the purposes of the Share Ownership Guidelines is the weighted average fixed remuneration paid to
each Executive Board member during the period between 1 January 2016 and 31 December 2018.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Basic remuneration as well as annual and long-term incentive components
Target remuneration
Performance shares
Shares
Performance
bonus
Performance-related component (share-based payment)
Performance-related component (cash component)
Non-performance-related component (cash component)
% = Proportion of the total target remuneration
50th
0
50
100
+15
+20
Double-digit growh
Assessment of TSR performance of Deutsche Börse shares
The TSR performance of Deutsche Börse shares is derived from Deutsche Börse AG's ranking, relative
to the constituents of the STOXX Europe 600 Financials Index. The target achievement level for
Executive Board members may range between zero per cent (floor) to a maximum of 250 per cent
(cap). Zero per cent target achievement is assumed in the event of Deutsche Börse AG's relative
five-year TSR falling short of the median, i.e. being lower than at least half of index constituents. Where
Deutsche Börse AG's TSR has outperformed 60 per cent of index constituents, this represents a target
achievement of 100 per cent - or 175 per cent if Deutsche Börse AG's TSR has outperformed 75 per cent
of index constituents. The 250 per cent target achievement cap is reached if Deutsche Börse AG's
TSR ranks amongst the top 20 per cent of index constituents in other words, if it is ranked in the
80th percentile of the index or higher. Target achievement between these points is determined by way of
linear interpolation. Please also refer to the ☑ chart "Assessment of the Total Shareholder Return
(TSR) of the Deutsche Börse share for performance shares".
_
139
Performance period
140
Assessment of the Total Shareholder Return (TSR) of the Deutsche Börse share for performance shares
Target achievement (%)
300
250
200
175
150
Deutsche Börse Group financial report 2015
performance shares
1) Cap at 250 per cent of the granted number
remuneration
Existing pension and other benefit commitments to Executive Board members were not changed
in the course of the remuneration system being redesigned. For more details, please refer to the
sections "Retirement benefits", "Death and permanent occupational incapacity benefits" and
"Transitional payments".
Severance payments
The provisions of the previous remuneration system governing severance payments remain valid.
For more details, please refer to the ☑ sections "Severance payments" and "Change of control" above.
Performance shares will only be retained in the event of a premature termination of contract by mutual
agreement and without serious cause. Where the company has good cause to terminate employment,
any performance shares granted will lapse.
141
142
Deutsche Börse Group financial report 2015
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 thou-
sand. Members of Supervisory Board committees receive additional fixed annual remuneration of
€30 thousand for each committee position they hold. This amount rises to €35 thousand for members
of the Audit Committee. 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.
Fair value of
Supervisory Board remuneration ¹)
2015
2014
2015
full year
full year
€ thous.
250.0
2014
€ thous.
250.0
Cash
Richard Berliand (Deputy Chairman as from 13 May 2015)
full year
full year
175.8
140.0
1 Jan-13 May
full year
41.7
100.0
Irmtraud Busch 2)
Pension commitments
(monthly payment)
Remuneration paid to members of the Supervisory Board for advisory and agency services
There were no further agreements in the reporting period for advisory and agency services with
members of the Supervisory Board or with the following companies that employ members of the
Supervisory Board of Deutsche Börse AG or in which Supervisory Board members hold an interest.
138
Target achievement
(annual calculation,
5 years holding period)
Lever for the incentive components:
0 to 250% per year
Maximum achievable
total remuneration¹
1) Unlimited share price performance
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Determining a performance multiplier
Moreover, the Supervisory Board may implement a general assessment of Executive Board performance
by determining a performance multiplier for the performance bonus. For instance, in the event of mergers
or acquisitions, the final assessment of overall target achievement may account for a dilution of equity,
or incorporate achievement of qualitative or quantitative targets (especially integration parameters). The
performance multiplier may be set in a range between 0.8 and 1.2; it is multiplied with the performance
assessment for the performance bonus, taking the 200 per cent cap into account.
Share target achievement
(annual payment, 3 years
holding period)
Fundamentals of the Performance Share Plan (PSP) and measurement of target achievement for
performance shares
The number of prospective performance shares for each member of the Executive Board is determined,
at the beginning of each financial year, by dividing the amount of individual target remuneration (in
euros) by the average Xetra closing price of Deutsche Börse shares over the last calendar month prior
to the performance period. A claim on allocation of performance shares will only arise upon expiry of
the five-year performance period (vesting period); the shares will be allocated by a bank, on behalf and
for the account of the respective Executive Board member, within one month following the end of the
vesting period.
The PSP is variable in two dimensions:
■ The first variable is the number of performance shares, which is derived from the growth path of
consolidated net profit and from the TSR of Deutsche Börse shares relative to the TSR of the reference
index, each over a five-year period. In this context, the maximum number of performance shares
is capped at 250 per cent of performance shares determined at the beginning of the vesting period.
■ The second set of variables is the development of share price and dividends during the vesting
period, with no cap applied to the share price.
137
Deutsche Börse Group financial report 2015
Structure of the Performance Share Plan (PSP)
Individual target
The PSP provides for a quantity of Deutsche Börse shares (the so-called performance shares) to be
allotted to each member of the Executive Board from 2016 onwards. Target achievement in relation to
performance shares is determined on the basis of two components: firstly, growth in consolidated net
profit over a five-year period, and secondly, the relative performance of Deutsche Börse's total share-
holder return (TSR) compared to the TSR of the industry benchmark STOXX Europe 600 Financials
Index during the same period.
Cash target achievement
(annual payment)
Lever for the incentive components:
0 to 200%
Basic remuneration
2. Independence
+
+
Amy Yip
+
■ accounting, finance, risk management and compliance
■ information technology as well as the clearing and settlement
business
Deutsche Börse AG regards regular reviews of the efficiency of Supervisory Board work in accordance
with section 5.6 of the GCGC as a key component of good corporate governance. The 2015 efficiency
audit was dedicated to the following areas: organisation and performance of Supervisory Board tasks,
co-operation between the Executive Board and the Supervisory Board, as well as training measures
for the Supervisory Board. The review was largely positive. The suggestions for improvement identified
were discussed, and steps were taken to implement them.
+
Efficiency audit of the Supervisory Board's work
As a matter of 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
section 5.4.5 (2) of the GCGC to support the training and further education of Supervisory Board
members. For example, it offers specific introductory seminars for new Supervisory Board members and
holds workshops on selected strategic issues and, where necessary, specialist topics. Targeted training
measures for Supervisory Board members were scheduled, within the efficiency audit, to be imple-
mented during the coming year covering information technology, clearing and risk management issues.
Education and training measures for the Supervisory Board
Moreover, the Nomination Committee was engaged in the choice of candidates for the election of
shareholder representatives to the Supervisory Board in case of Deutsche Börse AG's transformation
into a European Company (Societas Europaea, SE). The Committee conducted another review to make
sure that each company-specific qualification requirement would be met by at least two of the candi-
dates. Moreover, the Committee made sure that the candidates have reserved the appropriate amount
of time required to perform their duties as Supervisory Board members. The Committee also took the
length of the candidates' membership on the Supervisory Board into consideration in order to ensure
balance between the different terms of office on the Board. After careful consideration of the entire
situation, the Committee decided to propose the Supervisory Board members Richard Berliand, Erhard
Schipporeit and Craig Heimark for re-election to the Board in case of the transformation into an SE,
although they will slightly exceed the regular membership limit at the end of their planned terms
of office. All three of these Board members are of great importance to the Board, not only due to their
tremendous experience, but also given their exceptionally high level of professional competence.
In addition, they exercise functions with central importance to the company, such as Deputy Chairman
of the Supervisory Board or member of the Audit, Risk or Technology Committee. The list of candidates
that the Supervisory Board will propose to the AGM for election in case of the transformation into an
SE on the recommendation of the Nomination Committee will ensure that the Supervisory Board's
members continue to have the collective knowledge, skills and specialist experience needed to duly
carry out their tasks during the Board's new term of office. In addition, the Supervisory Board member-
ship will comply with the qualifications profile, and will meet the requirements for independence,
diversity and the time needed for members to perform their duties in any case.
156
155
Preparation for the election of shareholder representatives to the Supervisory Board
Gerhard Roggemann will resign as shareholder representative from Deutsche Börse AG's Supervisory
Board by the end of the AGM on 11 May 2016. Mr Roggemann presented his candidacy on short
notice at the last AGM shareholder representative election on 13 May 2015, following the sudden and
tragic death of Heinz-Joachim Neubürger, who had planned to present his candidacy. Mr Roggemann
expressed his readiness to lay down his office before the actual end of the term, provided that another
suitable shareholder representative could be found. Mr Roggemann had been a member of the Super-
visory Board between 11 May 1998 and 14 May 2003 and was elected as Supervisory Board member
again on 12 July 2003. In view of the regular membership limit of twelve years as set by the Super-
visory Board, the Nomination Committee worked intensively on the search for a suitable new Super-
visory Board member, supported by an external consultant. Regulatory and capital market expertise was
particularly emphasised in the requirements profile for potential candidates, in order to compensate for
Mr Roggemann's retirement. Simultaneously, the Nomination Committee was striving for an increase
of the proportion of female Supervisory Board members. After a number of face-to-face interviews, the
Committee agreed on Ann-Kristin Achleitner as a new candidate for the shareholder representative
elections to the Supervisory Board of Deutsche Börse AG.
The composition of Deutsche Börse AG's Supervisory Board reflects the goals described above,
featuring an appropriate number of independent and international members. With four female Supervisory
Board members, the targeted share for female membership (33.33 per cent) has been achieved.
Please refer to the following link for further information concerning the members of the Supervisory
Board and its committees: ☑ www.deutsche-boerse.com/supervboard. The nomination process for the
election of shareholder representatives to the Supervisory Board to be elected by the 2015 AGM is
described in detail on page 68 of the corporate report 2014.
Executive and Supervisory Boards | Management report Governance Financial statements
Corporate governance report
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 AGM. When making such proposals,
the Supervisory Board shall also consider the regular membership limit of twelve years, as set in the
Supervisory Board's bylaws.
4. Flexible upper age limit and length of membership
Since the Annual General Meeting (AGM) in 2015, the Supervisory Board consists of twelve members,
including four women (two shareholder and two employee representatives, respectively). The Super-
visory Board resolved that the current female proportion amongst its members (33.33 per cent) shall
be maintained until 30 June 2017 as a minimum requirement. The Supervisory Board adheres to its
objective of increasing the number of female members. Moreover, the goal is for the Supervisory
Board's future composition to continue to reflect the company's international profile.
Erhard Schipporeit
3. Women and international profile
According to section 5.4.2 of the GCGC, a Supervisory Board member cannot be considered independ-
ent 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 a controlling shareholder which may cause
a substantial and not merely temporary conflict of interests. The Supervisory Board has resolved that at
least half of its shareholder representatives should be independent as defined above.
Deutsche Börse Group financial report 2015
+
+
Gerhard Roggemann
+
Richard Berliand
Regulatory
requirements
and settlement business
as well as the clearing
risk management and
compliance
Information technology
Accounting, finance,
Exchange and capital
market business
models
Joachim Faber
+
+
+
Karl-Heinz Flöther
+
+
Craig Heimark
+
The company-specific qualification requirements relate to the
Supervisory Board as a whole. Sound knowledge especially of:
exchange and capital market business models
+
+
Monica Mächler
+
+
+
Company-specific qualification requirements
■ Karl-Heinz Flöther
■ analytical and strategic abilities
■ Joachim Faber
(until 13 May 2015)
Members
■ proposes suitable candidates to the Supervisory Board for inclusion in the
Supervisory Board's election proposal to the Annual General Meeting
Responsibilities
Personnel Committee
■ at least two other members (exclusively shareholder representatives who are
also members of the Personnel Committee)
■ the Chairman of the Personnel Committee also chairs the Nomination
Committee (dual role)
Composition
■ Amy Yip
■ Gerhard Roggemann
■Gerhard Roggemann
(Chairman)
■ Joachim Faber
(since 13 May 2015)
Members
■Richard M. Hayden
(Chairman)
■ Joachim Faber
(until 13 May 2015)
Members
Nomination Committee
Deutsche Börse Group financial report 2015
(Chairman)
■ Marion Fornoff
Members
(since 13 May 2015)
■ at least four members, who are elected by the Supervisory Board
■ approves cases in which the Executive Board grants retirement benefits for
employees, or other individually negotiated retirement benefits, or proposes
to enter into works agreements establishing pension plans
■ approves appointments of members of Deutsche Börse AG's Executive
Board to other executive boards, supervisory boards, advisory boards
and similar boards, honorary appointments and secondary activities,
and approves any exemptions from the requirement to obtain approval
■ approves the grant or revocation of general powers of attorney
■ addresses succession planning for the Executive Board
■ handles issues relating to the contracts of service for Executive Board
members, and in particular the structure and amount of their remuneration
Responsibilities
■ at least three other members, who are elected by the Supervisory Board,
and of whom one must be an employee representative
■ chairman of the Supervisory Board as committee chairman
Composition
Composition
■ Jutta Stuhlfauth
150
Erhard Schipporeit
■ Richard Berliand
(Chairman)
Members
Risk Committee (since 13 May 2015)
Amy Yip
•
■ Gerhard Roggemann
Richard M. Hayden
■ Gerhard Roggemann
■ Marion Fornoff
(Chairman)
■ Joachim Faber
■ Monica Mächler
Responsibilities
149
■ issues the engagement letter to the auditor, including in particular the
review or audit of half-yearly financial reports, determines the areas of
emphasis for the audit and the audit fee
(until 13 May 2015)
Members
Audit Committee
The committees of the Supervisory Board in the year under review
Composition and responsibilities
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
At the time, the Executive Board defined the target figures for the two management levels directly
beneath Deutsche Börse AG's Executive Board (15 September 2015); the female proportion was
6 per cent for the first level, and 10 per cent for the second level. The Executive Board resolved that
the current proportion of female employees at these executive levels (i.e. 6 per cent for the first level
and 10 per cent for the second level) shall be maintained until 30 June 2017 as a minimum require-
ment. Please refer to the ☑ section "Non-financial key performance indicators" for further information
on target figures for women in management positions and the voluntary commitment as part of non-
financial key performance indicators.
At the time the Supervisory Board defined the target figures for Deutsche Börse AG's Supervisory Board
and Executive Board, the female proportion amongst Supervisory Board members was 33.33 per cent,
while the Executive Board stood at 20 per cent. Against this background, the Supervisory Board resolved
on 16 June 2015 that the current female proportion amongst its members of 33.33 per cent (20 per cent
for the Executive Board, respectively) shall be maintained until the end of the implementation period
(30 June 2017) as a minimum requirement.
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (German regulatory requirements on equal
participation), Deutsche Börse AG's Supervisory Board and Executive Board have defined target
figures covering the female proportion for these boards as well as the two management levels directly
beneath Deutsche Börse AG's Executive Board.
Target figures for women in management positions
More information on the Supervisory Board and its committees, its composition, the members' individual
appointments and their biographies, can be found at ☑ www.deutsche-boerse.com/supervboard.
The chairmen report to the plenary meeting about the subjects addressed in, and resolutions passed by,
the individual committee meetings. Information on the Supervisory Board's actual activities and meetings
in the reporting period can be found in the ☑ report of the Supervisory Board.
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 full Supervisory Board.
Additionally, the Supervisory Board has delegated individual decision-making powers to the committees,
to the extent that this is legally permissible. The Supervisory Board had a total of seven committees
in the year under review, until the Annual General Meeting held on 13 May 2015. After that date, the
Interim Risk Management Roadmap Committee and the Clearing and Settlement Committee were
dissolved. The Risk Committee was newly established, bringing the total number of Supervisory Board
committees to six as from the Annual General Meeting 2015. The individual responsibilities of the
committees are outlined in the Supervisory Board bylaws. The committees' rules of procedure corre-
spond to those of the full Supervisory Board. The tasks and composition of the individual committees
can be found at ☑www.deutsche-boerse.com > Investor Relations > Corporate Governance >
Supervisory Board > Committees.
The committees of the Supervisory Board and their working practices
Deutsche Börse Group financial report 2015
148
147
With regard to its composition, the Supervisory Board has resolved a list of requirements with concrete
goals. Information on the profile for the composition of the Supervisory Board can be found in the
☑corporate governance report.
Two-thirds of the Supervisory Board's members are shareholder representatives and one-third are
employee representatives. In accordance with the Articles of Association, the Supervisory Board had
18 members until the end of the Annual General Meeting on 13 May 2015. It was then reduced to
twelve members. The term of office for the shareholder and employee representatives on the current
Supervisory Board is identical. It lasts three years, and ends with the Annual General Meeting in
2018. However, the term of office of all Supervisory Board members will be terminated prematurely
provided that the planned transformation of Deutsche Börse AG into a European Company (Societas
Europaea, SE) is implemented. In this case, the Supervisory Board members have to be re-elected.
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. The Supervisory Board passes its
resolutions with a simple majority. If a vote is tied, the Chairman's vote is decisive. In addition, the
Supervisory Board regularly reviews the efficiency of its work, discusses potential areas for improve-
ment, and resolves suitable measures to achieve this where necessary.
The Supervisory Board supervises and advises the Executive Board in the management of the
company. It supports the Executive Board 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 for appointing the members of the Executive Board, for specifying their total
remuneration and for examining the consolidated and annual financial statements of Deutsche Börse AG.
Details of the Supervisory Board's work in the 2015 financial year can be found in the report of the
Supervisory Board.
Supervisory Board of Deutsche Börse AG
More information on the Executive Board, its composition, the members' individual appointments
and their biographies can be viewed at ☑www.deutsche-boerse.com/execboard.
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 procedures for passing resolutions. 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 reso-
lution against a majority vote. In July 2015, the Executive Board established a so-called Group
Management Committee. This Committee consists of all Executive Board members as well as additional
executives of Deutsche Börse Group assigned by the Executive Board. The Group Management
Committee consults the Executive Board, in particular with regard to investment decisions, strategic
positioning and corporate culture. Besides the preparation of in-depth analysis of specific issues,
the Group Management Committee fulfils a coordinating function for the Executive Board.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
■Erhard Schipporeit
(Chairman)
■ Karl-Heinz Flöther
(since 13 February 2015)
■ Friedrich Merz
■ auditor's other services, i.e. those rendered in addition to audit services
■required independence of external auditors
■ prepares the election by the Annual General Meeting of the auditor of
the single-entity financial statements, the consolidated financial statements
and the half-yearly financial report, to the extent that such reports are
subject to audits or a review by the auditor, makes corresponding
recommendations to the Supervisory Board
■ examines the single-entity financial statements and management report,
the consolidated financial statements and the combined management
report, discusses the audit report with the auditor and prepares the
Supervisory Board approval of the financial statements, the consolidated
financial statements and the Executive Board's proposal on the appropriation
of the unappropriated surplus
■ half-yearly financial report and quarterly financial reports (if applicable)
▪ addresses issues relating to accounting, including the monitoring of
financial reporting processes
■ audit reports
■ addresses issues relating to the adequacy and effectiveness of the
company's control systems, in particular relating to risk management,
compliance and internal auditing
■ addresses issues relating to the preparation of the annual budget as well
as financial topics, particularly capital management
Responsibilities
■ excluded from the chairmanship: the Chairman of the Supervisory Board,
and former members of the company's Executive Board whose appointment
ended less than two years ago
■prepares the Supervisory Board approval of the declaration of conformity in
accordance with section 161 of the AktG, and the corporate governance
declaration in accordance with section 289a of the HGB
■ at least four members, who are elected by the Supervisory Board
prerequisites for the chairmanship of the committee: the person concerned
must be independent and must have specialist knowledge and experience
of the application of accounting principles and internal control processes
(a financial expert)
Composition
■ Johannes Witt
■ Monica Mächler
■regulatory requirements
■ Karl-Heinz Flöther
■ Erhard Schipporeit
(Chairman)
(since 13 May 2015)
Members
■ Johannes Witt
(until 5 February 2015)
■ Heinz-Joachim Neubürger +
·
■ integrity and suitability of character for the position
■ reviews the risk management framework, including the overall risk strategy and risk appetite,
and the risk roadmap
■ supervises and monitors the operating, financial and business risks of the Group
153 Corporate governance and
declaration of conformity
governance report
Corporate
151
■risk governance
■ defining the risk appetite
■ defining the best practice risk management processes to be implemented
The Committee was tasked with supervising the implementation of the Risk Management Roadmap,
and in particular with monitoring the following issues:
Responsibilities
■ at least two other members of the Supervisory Board, who are elected by the Supervisory Board
■ chairman of the Audit Committee as committee chairman
Composition
■ Johannes Witt
(until 5 February 2015)
■ Heinz-Joachim Neubürger t
■Friedrich Merz
■Craig Heimark
(since 13 February 2015)
■ Karl-Heinz Flöther
■ Joachim Faber
■Richard Berliand
■Erhard Schipporeit
(Chairman)
Members
153 Corporate governance at
Deutsche Börse Group
157 Shareholder representation,
transparent reporting and
communication
157 Accounting and auditing
Executive and Supervisory Boards | Management report Governance Financial statements
Corporate governance report
■ basic knowledge and understanding of the German corporate
governance system
■ understanding of business issues
Every Supervisory Board member ideally fulfils the following
basic qualifications:
Basic qualification requirements
Qualification requirements for members of the Supervisory Board of Deutsche Börse AG
Members of the Supervisory Board should have the knowledge, skills and expertise necessary to carry
out the duties of a Supervisory Board member at an international company. To this end, the Super-
visory 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. In addition, members
should have enough time available to perform their duties.
1. Qualification requirements
The Supervisory Board has resolved a list of requirements setting out specific goals in accordance
with section 5.4.1 of the GCGC that relates to the composition of the Board and in particular to the
nomination of members:
Supervisory Board composition goals
the end of the month in which the Executive Board member turns 65 years of age. When appointing
Executive Board members, the Supervisory Board aims to optimise the Executive Board's composition
in the interests of the company. Experience, sector-specific expertise as well as personal and profes-
sional qualifications play an important role. Depending on the Executive 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 to address this issue in particular. It has been worded
deliberately loosely to allow the Supervisory Board full flexibility in its appointment decisions.
Deutsche Börse Group financial report 2015
Interim Risk Management Roadmap Committee (until 13 May 2015)
154
Flexible upper age limit for Executive Board members
Moreover, Deutsche Börse Group complied with the statutory provisions regarding equal participation
of women and men in leadership positions and determined target figures for Deutsche Börse AG
(without subsidiaries). Please refer to the ☑ declaration of corporate governance and the ☑ section
"Non-financial key performance indicators" for further information on target figures for women in
management positions.
In 2010, the Executive Board already adopted a voluntary commitment aiming at a proportion of women
in middle and upper management of 20 per cent, and in lower management of 30 per cent by 2020.
The target figures cover the entire Deutsche Börse Group (worldwide basis, including subsidiaries). During
the reporting period, the proportion of women in middle and upper management - as well as in lower
management - increased slightly.
Women in management positions
Corporate governance at Deutsche Börse Group
The Executive Board and the Supervisory Board of Deutsche Börse AG have declared that the recom-
mendations of the "Government Commission on the German Corporate Governance Code" have been
and continue to be complied with - with only a few exceptions. The details can be found in the an-
nual declaration of conformity. The suggestions of the GCGC have been and continue to be complied
with in full.
Deutsche Börse Group attaches great importance to the principles of responsible corporate governance
and control. In accordance with the requirements of the German Corporate Governance Code (GCGC),
it publishes the corporate governance report (in connection 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 8 December 2015. This is published in the declaration of corporate governance and publicly avail-
able on the company's website at ☑www.deutsche-boerse.com/declconformity. The declarations of
conformity for the previous five years can also be accessed there.
Corporate governance and declaration of conformity
Corporate governance stands for responsible corporate management and
control. 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 report CR
153
The flexible upper age limit for Executive Board members means that appointments run until the end
of the month in which the Executive Board member concerned turns 60 years of age. From the month
following the one in which Executive Board members turn 60, and on each subsequent anniversary,
they can be reappointed for a period of one year. However, the last appointment period should finish at
■ acknowledges and reviews the periodic risk management and compliance reports
■ advises the plenary meeting of the Supervisory Board, in particular on the assessment of relevant
regulatory trends at national and European level, and on evaluating the effects of these trends upon
Deutsche Börse Group
■ normally four members, who are elected by the Supervisory Board
■ at least five other members, who are elected by the Supervisory Board
■ chairman of the Supervisory Board as committee chairman
Composition
■ Jutta Stuhlfauth
■ Gerhard Roggemann
(until 5 February 2015)
■ Amy Yip
■ Jutta Stuhlfauth
■ Heinz-Joachim Neubürger +
■ Gerhard Roggemann
■ Hans-Peter Gabe
■ Joachim Faber
(Chairman)
■Richard Berliand
(since 13 May 2015)
Members
■ Hans-Peter Gabe
■ Karl-Heinz Flöther
■ Richard Berliand
■ Joachim Faber
(Chairman)
(until 13 May 2015)
Members
Strategy Committee
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
discusses the annual reports on significant risks and risk management systems of regulated Group
entities, to the extent legally permissible
Responsibilities
■ advises the Executive Board on matters of strategic importance to the
company and its affiliated companies
■ addresses basic strategic and business issues, as well as important
projects for Deutsche Börse Group
Technology Committee
Composition
■ Thomas Neiße
■ Monica Mächler
■ Irmtraud Busch
■Richard Berliand
(Chairman)
Members
Clearing and Settlement Committee (until 13 May 2015)
■ supervises and monitors technological innovations, IT service perfor-
mances and technical performance and stability of IT systems, operating
IT risks and information security services and risks
■ advises on IT strategy and architecture
■ supports the Supervisory Board with the fulfilment of supervisory duties
regarding information technology for the execution of the Group business
strategy and relating to IT security
Responsibilities
Responsibilities
■ at least three members, who are elected by the Supervisory Board
■ Johannes Witt
■Craig Heimark
■Richard Berliand
(Chairman)
(since 13 May 2015)
Members
■ Martin Ulrici
■ David Krell
■ Karl-Heinz Flöther
■ Craig Heimark
(Chairman)
(until 13 May 2015)
Members
Composition
Coverage of company-specific qualification requirements
-429.6
(restated)
31 Dec 2014¹)
€m
180,075.8
Total assets
204,640.9
826.1
554.3
181,531.3
22,283.5
181,531.3
22,283.5
826.1
204,640.9
26,870.0
711.1
165,688.9
Total current assets
Other cash and bank balances
19
Restricted bank balances
1.0
75.0
75.0
554.3
94.2
1,022.3
138,107.8
18
Other current assets
Income tax assets³)
1.0
342.9
215,908.1
215,908.1
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated balance sheet
Equity and liabilities
1,249.0
1,326.0
193.0
193.0
193.0
20
€m
31 Dec 2014
(restated)
31 Dec 2014¹)
€m
342.9
31 Dec 2015
€m
Total equity
Non-controlling interests
Shareholders' equity
Accumulated profit
Revaluation surplus
Treasury shares
Share premium
Subscribed capital
EQUITY
Note
170,251.0
10,307.1
170,251.0
10,307.1
10,142.9
554.1
4.7
Financial instruments held by central counterparties
1,602.2
0.4
0.4
1,602.2
2,309.0
25.8
25.8
1,305.0
1,305.0
15
166.8
104.2
104.2
38.5
219.4
2,018.6
32.3
0.2
13
100.9
100.9
109.7
1.2
1.2
166.8
1,249.0
7,175.2
5,885.8
Receivables from related parties
17
Trade receivables
16
Receivables and securities from banking business
126,289.6
15
Financial instruments held by central counterparties
140.3
11,267.2
5,885.8
11,267.2
11.5
11.5
140.3
11.7
148.3
10
Receivables and other current assets
CURRENT ASSETS
Total non-current assets
Deferred tax assets
Other non-current assets
14,386.9
0.7
-315.5
-443.0
Trade payables
0.7
169,001.9
11,487.1
11,487.1
169,001.9
108.1
282.7
282.7
108.1
316.7
174.5
126,006.5
11,681.4
42.2
Other bank loans and overdrafts
28
Liabilities from banking business
15
Financial instruments held by central counterparties
23,27
Other current provisions
26
Tax provisions4
CURRENT LIABILITIES
372.8
221.2
Liabilities to related parties
Cash deposits by market participants
215,908.1
180,075.8
212,156.0
212,156.0
176,380.7
Total equity and liabilities
Total liabilities
204,193.5
204,193.5
7,962.5
165,795.3
22,282.4
22,282.4
807.8
26,869.0
330.4
29
30
0.7
221.2
1.6
1.6
1.8
Total current liabilities
Other current liabilities
807.8
7,962.5
10,585.4
Total non-current liabilities
145.6
145.6
140.7
22
Provisions for pensions and other employee benefits
NON-CURRENT LIABILITIES
3,752.1
3,752.1
3,695.1
Other non-current provisions
322.4
139.0
3,429.7
3,429.7
3,556.1
2,446.6
2,357.9
-15.9
-15.9
-5.3
322.4
-443.0
23, 24
110.5
12.6
12.6
10.0
Other non-current liabilities
5,885.8
5,885.8
7,175.2
15
Financial instruments held by central counterparties
131.7
1,428.5
2,546.5
25
Interest-bearing liabilities
379.5
379.5
581.3
10
Deferred tax liabilities
110.5
1,428.5
62.3
62.3
68.7
35.7
762.3
762.3
665.5
788.5
788.5
701.2
-173.5
-173.5
-247.4
10
-1.4
-1.4
-1.6
963.4
963.4
950.2
18.7
-61.8
-56.7
26.2
26.2
34
3.60
701.2
2014
€m
2014¹)
€m
2015
€m
Note
(restated)
Deferred taxes
Changes from defined benefit obligations
Items that will not be reclassified to profit or loss
-63.6
Net profit for the period reported in consolidated income
statement
income
Consolidated statement of comprehensive
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated statement of comprehensive income
4.14
4.14
3.60
34
4.14
4.14
for the period 1 January to 31 December 2015
9
8.8
21.2
Operating costs
-517.6
-517.6
-591.2
6
-124.8
-124.8
-143.7
11, 12
-1,375.6
Depreciation, amortisation and impairment losses
Other operating expenses
-472.4
-640.7
5
Staff costs
2,043.0
2,047.8
2,367.4
Net revenue (total revenue less volume-related costs)
-360.7
-472.4
788.5
-1,114.8
Net income from equity investments
9
1) See note 3.
Earnings per share (diluted) (€)
Earnings per share (basic) (€)
Net profit for the period attributable to non-controlling interests
Net profit for the period attributable to Deutsche Börse AG
shareholders
Net profit for the period
Income tax expense
Other tax
-1,114.8
Earnings before tax (EBT)
Financial income
1,006.5
1,011.3
992.6
Earnings before interest and tax (EBIT)
78.3
78.3
0.8
8
Financial expense
788.5
3.2
-66.4
Other equity investments
Investments in associates and joint ventures
Financial assets
Payments on account and construction in progress
Computer hardware, operating and office equipment
Fixtures and fittings
Property, plant and equipment
Other intangible assets
Payments on account and assets under development
Receivables and securities from banking business
Goodwill
Intangible assets
NON-CURRENT ASSETS
Assets
as at 31 December 2015
Consolidated balance sheet
Deutsche Börse Group financial report 2015
162
161
2) Exchange rate differences include €0.6 million (2014: €0.5 million) recognised directly in accumulated profit as part of the "net income from equity investments".
Software
25.9
Other financial instruments
Note
37.4
37.4
40.3
12
980.5
3,526.5
3,526.5
4,633.0
980.2
1,356.3
Other loans²)
100.2
152.5
221.3
2,224.5
221.1
2,225.0
2,898.8
225.4
11
€m
31 Dec 2014
31 Dec 2015
€m
100.2
215,908.1
25.9
775.9
8.6
Remeasurement of other financial instruments
2.7
2.7
2.8
Remeasurement of cash flow hedges
127.5
127.5
130.0
1.9
20
Items that may be reclassified subsequently to profit or loss
-48.8
-48.8
3.1
17.6
17.6
-0.1
10, 20
-66.4
Exchange rate differences²)
36.1
1.9
10, 20
775.9
741.3
801.8
801.8
777.4
note 3.
1) See
thereof attributable to non-controlling interests
thereof attributable to Deutsche Börse AG shareholders
Deferred taxes
Total comprehensive income
13.3
76.2
Other comprehensive income net of tax
62.1
62.1
73.1
-70.0
-70.0
-68.3
13.3
1) The adjusted balance sheet as at 31 December 2014 reflects the changes from the allocation of the purchase price for Clearstream Global Securities Services
Limited, Cork, Ireland. For more information, please refer to note 2.
2,446.6
3) Thereof €4.6 million (31 December 2014: €6.8 million) with a remaining maturity of more than one year from corporation tax credits in accordance with
section 37 (5) of the Körperschaftsteuergesetz (KStG, the German Corporation Tax Act)
-15.9
-5.3
Balance as at 31 December
16.2
-4.0
16.2
-4.0
10
10
Deferred taxes
2.7
2.8
2.7
2.8
Remeasurement of cash flow hedges
-360.7
Executive and Supervisory Boards | Management report Governance Financial statements
Corporate governance report
Shareholder representation, transparent reporting and communication
Shareholders exercise their rights at the AGM. As part of good corporate governance, Deutsche Börse AG
intends to simplify the exercise of shareholders' rights to the greatest extent possible. For instance,
shareholders of Deutsche Börse AG may follow the AGM over the internet, and they have the right to
be represented at the AGM by proxies nominated by Deutsche Börse AG. The proxies exercise the
voting right solely in accordance with the instructions issued by the shareholder. Furthermore, share-
holders may exercise voting rights by postal ballot (in writing or online). The AGM elects, inter alia, the
shareholder representatives to the Supervisory Board and resolves on the ratification of the acts of the
Executive Board and the Supervisory Board. It also passes resolutions on the appropriation of the
unappropriated surplus, resolves on capital measures, approves inter-company agreements, as well
as amendments to the Articles of Association of Deutsche Börse AG. An AGM is held every year, where
the Executive Board and the Supervisory Board give account regarding the past financial year.
Consolidated balance sheet disclosures
Other disclosures
Consolidated income statement disclosures
Basis of preparation
financial statements
168 Notes to the consolidated
160 Consolidated financial statements
statements/notes
1.9
Consolidated financial
Deutsche Börse Group financial report 2015
158
157
In its corporate report, Deutsche Börse AG provides shareholders and interested members of the public
with detailed information on Deutsche Börse Group's business performance in the year under review.
The company publishes further information in 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 are available within 45 days of the end
of the quarter or six-month period that they concern. Following preparations by the Audit Committee,
the consolidated and annual financial statements are discussed and examined by the full Supervisory
Accounting and auditing
In addition, Deutsche Börse AG submitted a declaration of conformity with the German Sustainability
Code (GSC) for 2015. The GSC is a voluntary instrument that companies can use to ensure the
transparency and comparability of their sustainability performance for the public: companies abiding by
the GSC use the 20 criteria and associated performance indicators contained in the declaration of
conformity to explain various aspects of corporate governance, and ecological and social responsibility,
and document them with figures. Deutsche Börse's declaration of conformity with the GSC can be
found at www.deutsche-boerse.com > Sustainability > Reporting > German Sustainability Code.
To ensure maximum transparency and equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups receive all relevant information at the
same time. In its financial calendar, Deutsche Börse AG informs shareholders, analysts, shareholders'
associations, the media and interested members of the public about key events, such as the date of
the AGM or publication dates for financial indicators. In addition to publishing ad hoc disclosures,
information on directors' dealings and voting rights notifications, the website ☑www.deutsche-boerse.com
can be used to access the company's corporate and interim reports, along with 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, the company offers
conference calls for analysts and investors. It also outlines its strategy and provides information to all
interested parties, while ensuring that all target groups worldwide are informed at the same time.
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 prior to publication. The half-yearly report is reviewed by the auditor. In line with the
proposal by the Supervisory Board, the 2015 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft,
Berlin, (KPMG) to audit its 2015 annual and consolidated financial statements and to review its
half-yearly financial report in the year under review. The lead auditor, Karl Braun, has been responsible
for the audit since 2011; the deputy lead auditor, Andreas Dielehner, since 2013. The Supervisory
Board's proposal was based on the recommendation by the Audit Committee. The Audit Committee
obtained the necessary statement of independence from KPMG prior to the election. This states that
there are no personal, business, financial or other relationships between the auditor, 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 auditor's independence. The Audit
Committee monitored the continued existence of this independence during the reporting period.
The Committee also supervised the financial reporting process in 2015. The Supervisory Board was
informed promptly of its work and findings; there were no material findings. Information on audit
services and fees is provided in ☑ note 6 of the notes to the consolidated financial statements.
8.6
1.9
8.6
0
-446.6
-443.0
124.4
3.1
Balance as at 31 December
Sales under the Group Share Plan
Placement of treasury shares
Balance as at 1 January
3.6
Treasury shares
1,326.0
Balance as at 31 December
0
77.0
Sale of treasury shares
1,249.0
1,249.0
1,249.0
168
€m
thereof included in total
Remeasurement of other financial instruments
-66.1
3.2
-66.1
3.2
22
Changes from defined benefit obligations
-443.0
29.4
Balance as at 1 January
20
Revaluation surplus
€m
2014
2015
€m
comprehensive income
-15.9
168
1.
171 2.
775.9
741.3
3,429.7
3,556.1
Shareholders' equity as at 31 December
2,446.6
2,357.9
4
-68.6
-68.6
-64.4
10
127.5
129.6
127.7
125.0
-64.4
762.3
Volume-related costs
2,408.5
Sales revenue
4
2,722.8
Net interest income from banking business
4
50.6
2,347.8
37.6
2,403.7
2,347.8
Other operating income
4
23.6
23.1
23.1
Total revenue
2,797.0
32.8
Balance as at 1 January
665.5
665.5
20
Accumulated profit
2014¹)
€m
€m
2015
Note
(restated)
Balance as at 1 January
for the period 1 January to 31 December 2015
Deutsche Börse Group financial report 2015
160
295 Auditor's report
Executive Board
294 Responsibility statement by the
184 3.
2) Thereof €0.1 million (31 December 2014: €0.4 million) receivable from related parties
Consolidated income statement
762.3
2,446.6
Dividends paid
Balance as at 31 December
Deferred taxes
Exchange rate differences and other
adjustments
Deutsche Börse AG shareholders
Net profit for the period attributable to
0
0
2,011.8
0
shareholders in STOXX Ltd.
Acquisition of the interest of non-controlling
0
0
-386.6
-386.8
21
-428.0
Share premium
-315.5
193.0
-641.5
-13.6
-14.1
-367.2
-815.5
-30.6
-102.9
-112.2
-42.3
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Proceeds from the disposal of shares in associates and joint ventures
11.2
Payments to acquire subsidiaries, net of cash acquired
Payments to acquire non-current financial instruments
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
677.3
10.1
33
Cash flows from operating activities
-283.1
-414.6
Payments to acquire investments in associates and joint ventures
-5.3
0
0
2.4
202.8
-717.5
Net change in cash and cash equivalents
Cash flows from financing activities
Proceeds from short-term financing
Dividends paid
Repayment of short-term financing
Proceeds from long-term financing
Repayment of long-term financing
Proceeds from non-controlling interests
Payments to non-controlling interests
Proceeds from sale of treasury shares
-250.4
-1,592.3
33
317.2
208.3
Proceeds from disposals of available-for-sale non-current financial instruments
Cash flows from investing activities
-68.1
-169.7
Net decrease in current receivables and securities from banking business
with an original term greater than three months
3.6
275.6
-371.9
684.8
796.6
-4.3
18.2
(Decrease)/increase in non-current provisions
124.8
143.7
11, 12
Depreciation, amortisation and impairment losses
788.5
701.2
Net profit for the period
€m
€m
2014
2015
Note
for the period 1 January to 31 December 2015
Consolidated cash flow statement
Deutsche Börse Group financial report 2015
164
163
4) Thereof income tax due: €290.5 million (2014: €233.1 million)
Deferred tax (income)/expense
-16.6
10
-48.8
2.4
3.2
8.8
-5.5
-76.9
-7.7
-63.0
-66.7
Changes in receivables from CCP positions
Changes in liabilities from CCP positions
Cash flows from operating activities excluding CCP positions
Net loss on disposal of non-current assets
(Decrease)/increase in non-current liabilities
Decrease in current liabilities
Increase in receivables and other assets
-131.1
-79.9
Changes in working capital, net of non-cash items:
-46.7
7.0
Other non-cash expense/(income)
3.2
193.0
3.6
76.1
-68.5
1.9
-4.8
-14.2
-1,506.1
€m
2014
2015
€m
Note
Income tax paid
Interest paid
Dividends received
Interest-similar income received
Additional information on cash inflows and outflows contained in cash flows from
operating activities:
Cash and cash equivalents at end of period
Cash and cash equivalents at beginning of period
Effect of exchange rate differences
Net change in cash and cash equivalents (brought forward)
165
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated cash flow statement
-14.2
-56.2
-1,506.1
33
-68.5
193.0
193.0
€m
2014
2015
€m
Note
Balance as at 31 December
Balance as at 1 January
Subscribed capital
for the period 1 January to 31 December 2015
Consolidated statement of changes in equity
Deutsche Börse Group financial report 2015
166
-237.0
-207.7
-51.7
-192.8
24.9
7.3
17.7
205.5
-1,579.4
-441.1
2014
33
-386.6
-386.8
-150.5
1,089.5
-2,065.0
2,100.0
1,164.7
-1,205.0
0
0
0
100.00
Zurich, Switzerland
100.00
Luxembourg, Luxembourg
100.00
Infobolsa S.A.
London, United Kingdom
Difubolsa, Serviços de Difusão e Informação de Bolsa, S.A.
50.00
6,541
Madrid, Spain
Indexium AG
Lisbon, Portugal
(50.00)
Frankfurt am Main, Germany
(50.00)
Open Finance, S.L.
Infobolsa Deutschland GmbH
Impendium Systems Ltd
(28.97)
(17.38)
74,461
19,167
7,069
0
US$
2007
68,148
268,303
Finnovation S.A.
145,120
0
US$
2007
150
150
4,089
4,085
Amsterdam, Netherlands
72,865
Madrid, Spain
55,725
Market News International Inc.
Total assets
Equity"
thousand
thousand
capital
Currency
Ordinary share
Basis of preparation
Sales revenue
2015
Notes
6) The financials refer to the financial year from 1 October 2013 to 30 September 2014
5) The financials refer to the financial year from 1 April 2014 to 31 March 2015
4) The financials refer to the shortened financial year from 1 October 2015 to 31 December 2015
3) Thereof 3.72 per cent indirectly held via Tradegate AG Wertpapierhandelsbank
2) Thereof 6.72 per cent indirectly and 22.21 per cent directly held via Powernext SA
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
(100.00)
Executive and Supervisory Boards | Management report | Governance | Financial statements
Dubai, United Arab Emirates (UAE)
thousand
Net profit/loss
2015
thousand
€
1 Jan 2015
18,949
2013
74,516
60,964
6,168
thousand
€
18,059
19,003
51,637
46,260
12,584
€
Initially
consolidated
1 Jan 2015
(40.50)
(100.00)
(100.00)
Frankfurt am Main, Germany
78.723)
Berlin, Germany
(100.00)
Sydney, Australia
100.00
(100.00)
100.00
(100.00)
100.00
New York, USA
360T Beteiligungs GmbH
STOXX Australia Pty Limited
Tradegate Exchange GmbH
STOXX Ltd.
Need to Know News, LLC
MNI Financial and Economic Information (Beijing) Co. Ltd.
Chicago, USA
Zurich, Switzerland
New York, USA
360T Verwaltungs GmbH
(100.00)
Singapore, Singapore
360 Trading Networks LLC
360 Trading Networks Inc.
360T Asia Pacific Pte. Ltd.
(100.00)
Mumbai, India
(100.00)
Frankfurt am Main, Germany
Jerusalem, Israel
Finbird Limited
(100.00)
Frankfurt am Main, Germany
Finbird GmbH
(100.00)
Frankfurt am Main, Germany
360 Treasury Systems AG
ThreeSixty Trading Networks (India) Pte. Ltd.
US$
APX Commodities Ltd.
2,490
1 Jan 2014
48
3,396
1,824
-2,3342)
1 Jan 2014
6) Thereof 50 per cent directly and 50 per cent indirectly held via Eurex Global Derivatives AG
7) Voting rights
8) Thereof income and expense from pooling agreements with their subsidiaries amounting to €43,901 thousand is included.
9) Until second quarter 2015 EGEX European Gas Exchange GmbH
174
Deutsche Börse Group financial report 2015
Fully consolidated subsidiaries (part 2)
1 Jan 2014
Company
Equity interest
as at 31 Dec 2015
direct/(indirect)
%
Powernext SA
EPEX Spot SE
APX Holding B.V.
Paris, France
(55.19)
Paris, France
(28.97)2)
Amsterdam, Netherlands
(28.97)
APX Clearing B.V.
Domicile
1 Jan 2014
1 Jan 2014
46
32,2482)
28
15,083²)
1,302
3,366
3,764
1,719
-4,589
1 Jan 2014
GBP
0
8
56
645
€
1,015
97,870
1,145,335
56,853
€
13
42
118,113
25,857
€
€
125
50
6,018
24,872
36,649
Amsterdam, Netherlands
(28.97)
APX Balancing B.V.
Amsterdam, Netherlands
40,050
€
1998
4,969
49,521
321,103
297,104
8,313
€
2012
60,782
118,765
443,957
433,911
83
€
2012
605
5,386
5,100
1,653
1,500
€
2007
291
3,780
2,900
70,348
0
141,331
20,6568)
(28.97)
APX Shipping B.V.
Amsterdam, Netherlands
(28.97)
London, United Kingdom
(28.97)
APX Power B.V.
APX Staffing B.V.
Belpex S.A.
EPEX Spot Schweiz AG
JV Epex-Soops B.V.
Amsterdam, Netherlands
(28.97)
Amsterdam, Netherlands
(28.97)
Brussels, Belgium
(28.97)
Bern, Switzerland
18,800
US$
1 Jan 2014
- 1,096²)
141
2,196
2,046
100
€
1 Jan 2014
5,916
13,038
04)
3,427
€
10,1284)
245,7654)
245,8694)
04)
-434)
15 Oct 2015
€
254)
275,3944)
297,7404)
924)
2010
1,5524)
€
1284)
€
254)
30,2104)
1,4244)
45,3684)
04)
04)
15 Oct 2015
4,2824)
04)
0
15 Oct 2015
574
2,510
2,097
US$
0
0
245
1,322
430
- 12
2011
0
0
2009
CHF
673
98,489
114,399
102,695
46,640
2009
AU$
68
29,400
152,722
327,564
29,332
31 July 2015
€
500
1,411
The purchase price allocation for Clearstream Global Securities Services Limited, Cork, Irland (CGSS)
was adjusted as at 31 March 2015 during the measurement period. The assessment of the fair value
of the intangible assets that were acquired effective 3 October 2014 by Clearstream International S.A.,
Luxembourg, together with the shares of CGSS was revised in the first quarter of 2015. The previously
assumed fair value of all acquired assets and liabilities amounting to €32.1 million as at the date of
acquisition decreased by €0.5 million to €31.6 million. The goodwill resulting from the acquisition in-
creased accordingly by €0.5 million from €15.1 million to €15.6 million and reflects mainly the ex-
pected revenue-related synergies with existing and potential customers in the custody business as well
as expected synergies in the form of uniform IT systems. The balance sheet as at 31 December 2014
has been adjusted accordingly.
75
54
21
04)
6,7444)
6,0514)
2304)
US$
15 Oct 2015
9396)
8,9436)
4,5706)
3,5856)
5506)
S$
15 Oct 2015
1,6575)
26,0165)
67,1085)
62,5365)
3005)
INR
15 Oct 2015
6674)
5,4314)
7224)
- 1,0764)
14)
ILS
15 Oct 2015
604)
248
15 Oct 2015
344)
-3
-3
0
26
21
5
52
36
16
Total
Foreign
Germany
As at 31 December 2015
Disposals
Additions
As at 1 January 2015
Changes to consolidated subsidiaries
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.
As at 31 December 2015, 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., Luxembourg, is the Board of Directors,
where the chairman's casting vote gives Deutsche Börse AG the majority of the votes.
Deutsche Börse Group financial report 2015
176
175
15 Oct 2015
114)
04)
4144)
2954)
€
39,649
0
2009
18
554
10,462
8,613
352
4 May 2015
€
0
255
4,383
0
128
€
4 May 2015
3,000
4,076
10,073
4,499
213
4 May 2015
CHF
100
136
164
326
21
€
4 May 2015
258
5,337
284
4 May 2015
€
1,000
45
101,301
2,003
3,873
4 May 2015
€
18
10
88
30
15
4 May 2015
€
18
65
716
40
30
4 May 2015
GBP
500
1,693
402,539
1 Jan 2015
€
18
174
€
50
151
180
104
- 18
2002
€
100
1,589
1,607
141
88
2003
€
4
1,157
2,899
3,618
351
2011
US$
9,911
27,093
29,659
23,477
-260
2002
US$
240
13,366
177
0
- 3
1 Jan 2015
€
156,400
153,565
187,610
55,445
11,656
2008
GBP
6,904
1,166
972
CHF
100
5,786
8,608
1,416
10,805
-3,544
10 Jan 2014
-7,623
31 July 2015
€
331
11,546
8,384
US$
Beijing, China
39,710
Clearstream Operations Prague s.r.o
Clearstream Services S.A.
Frankfurt am Main, Germany
(100.00)
Cork, Ireland
(100.00)
Prague, Czech Republic
(100.00)
Luxembourg, Luxembourg
(100.00)
Clearstream Global Securities Services Limited
Deutsche Boerse Asia Holding Pte. Ltd.
100.00
Eurex Clearing Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Eurex Exchange Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Deutsche Boerse Market Data + Services Singapore Pte. Ltd.
Singapore, Singapore
100.00
Singapore, Singapore
Clearstream Banking AG
(50.00)
Luxembourg, Luxembourg
Deutsche Börse Group financial report 2015
Fully consolidated subsidiaries (part 1)
Equity interest
as at 31 Dec 2015
direct/(indirect)
Company
Börse Frankfurt Zertifikate Holding S.A. in liquidation
Clearstream Holding AG
Clearstream International S.A.
Clearstream Banking S.A.
Clearstream Banking Japan, Ltd.
Domicile
%
Luxembourg, Luxembourg
Frankfurt am Main, Germany
100.00
100.00
Frankfurt am Main, Germany
100.00
Luxembourg, Luxembourg
(100.00)
Luxembourg, Luxembourg
(100.00)
Tokyo, Japan
(100.00)
REGIS-TR S.A.
Deutsche Börse Photography Foundation gGmbH
Frankfurt am Main, Germany
100.00
Deutsche Börse Services s.r.o
ISE Gemini, LLC
Longitude LLC
Longitude S.A.
Eurex Global Derivatives AG
Eurex Zürich AG
European Energy Exchange AG
Agricultural Commodity Exchange GmbH⁹)
Cleartrade Exchange Pte. Limited
Cleartrade Exchange (UK) Limited
European Commodity Clearing AG
Frankfurt am Main, Germany
(100.00)
New York, USA
(100.00)
New York, USA
(100.00)
New York, USA
(100.00)
New York, USA
(100.00)
New York, USA
(100.00)
Luxembourg, Luxembourg
International Securities Exchange, LLC
172
ETC Acquisition Corp.
Eurex Services GmbH (dormant)
Prague, Czech Republic
100.00
Deutsche Boerse Systems, Inc.
Chicago, USA
100.00
Eurex Frankfurt AG
Frankfurt am Main, Germany
100.00
Eurex Clearing AG
Frankfurt am Main, Germany
(100.00)
Eurex Clearing Security Trustee GmbH
Frankfurt am Main, Germany
(100.00)
Eurex Bonds GmbH
Frankfurt am Main, Germany
(79.44)
Eurex Repo GmbH
Frankfurt am Main, Germany
(100.00)
U.S. Exchange Holdings, Inc.
Chicago, USA
(100.00)5)
International Securities Exchange Holdings, Inc.
(100.00)
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at 31 December
2015 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.
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, IFRS 15, IFRS 16 and IAS 1 is expected to have an impact on the consolidated
financial statements.
741.3
775.9
322.4
231.4
-225.8
0
0
0
6.3
64.8
3,429.7
0
35.7
26.2
35.7
26.2
22
0
-0.3
0
-0.3
0.4
0
3,556.1
€m
2014
2007
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated statement of changes in equity
167
Shareholders' equity (brought forward)
Non-controlling interests
Balance as at 1 January
Acquisition of the interest of non-controlling
shareholders in STOXX Ltd.
Changes due to capital increases/decreases
Non-controlling interests in net income of
subsidiaries for the period
Changes from defined benefit obligations
Exchange rate differences and other
adjustments
Total non-controlling interests
as at 31 December
Total equity as at 31 December
thereof included in total
comprehensive income
Note
2015
€m
2014
€m
2015
€m
0.3
0.4
0
139.0
The following standards and interpretations, which are relevant to Deutsche Börse Group and which
Deutsche Börse Group did not adopt in 2015 prior to the effective date, have been published by
the IASB prior to the publication of this financial report and partially adopted by the European
Commission.
Amendment to IFRS 11 “Joint Arrangements – Acquisitions of Interests in Joint Operations”
(May 2014)
The amendment clarifies that acquisitions of interests or additional interests in a joint operation
that constitutes a business within the meaning of IFRS 3 must be accounted for in accordance with
the principles of business combinations accounting in IFRS 3 and other applicable IFRSS, with the
exception of those principles that conflict with the guidance in IFRS 11. The amendment must be
applied for financial years beginning on or after 1 January 2016; earlier application is permitted. The
amendment has been adopted by the EU on 24 November 2015.
Amendments to IAS 16 "Property, Plant and Equipment” and IAS 38 "Intangible Assets
Clarification of Acceptable Methods of Depreciation and Amortisation" (May 2014)
-
The amendments clarify which methods are appropriate for depreciating property, plant and equip-
ment and for amortising intangible assets. In particular, they clarify that revenue-based deprecia-
tion of property, plant and equipment is not appropriate at all, and that revenue-based amortisation
of intangible assets is only permitted in defined exceptional circumstances. The amendments must
be applied for financial years beginning on or after 1 January 2016; earlier application is permitted. The
amendments have been adopted by the EU on 2 December 2015.
170
Deutsche Börse Group financial report 2015
Amendment to IAS 27 Separate Financial Statements – equity method (August 2014)
The consolidation rules previously contained in IAS 27 were revised, and are now included in IFRS 10
Consolidated Financial Statements. Accordingly, IAS 27 exclusively contains provisions concerning sepa-
rate financial statements. The amendment is required to be applied for financial years beginning on or
after 1 January 2016; earlier application is permitted. The amendment has been adopted by the EU on
18 December 2015.
Amendments resulting from the "Annual Improvements Project 2012-2014” (September 2014)
Amendments affecting the standards IFRS 5, IFRS 7, IAS 19 and IAS 34 are planned. The amendments
must be applied for financial years beginning on or after 1 January 2016. The amendments have been
adopted by the EU on 15 December 2015.
Amendment to IAS 1 "Presentation of Financial Statements - Disclosure Initiative"
(December 2014)
The amendment to the standard IAS 1 is aimed at improving financial reporting disclosures in the notes.
Among other things, they emphasise more clearly the concept of materiality, define new requirements for
the calculation of subtotals, allow for greater flexibility in the order in which disclosures in the notes are
presented, introduce clearer presentation guidance for accounting policies and add requirements for pre-
senting an entity's share of other comprehensive income of associates and joint ventures in the state-
ment of comprehensive income. The amendments must be applied for financial years beginning on or
after 1 January 2016. The amendment has been adopted by the EU on 18 December 2015.
Amendments to IFRS 10 "Consolidated Financial Statements" and IAS 28 "Investments in
Associates and Joint Ventures" (September 2014)
The amendments to the two standards are based on the existing requirements relating to transactions
with an associate or joint venture. In line with these, gains or losses on transactions relate exclusively to
assets that do not constitute a business, i.e. the extent to which any gain or loss is recognised depends
on whether the assets transferred constitute a business (amendments to IAS 28). At the same time, the
requirements relating to gain or loss recognition in accordance with IFRS 10 were also amended. Ac-
cording to this amendment, the gain or loss is recognised in the parent's profit or loss only to the extent
of the unrelated investors' interest in the associate or joint venture. The effective date has been post-
poned by the IASB for an indefinite period of time.
IFRS 15 "Revenue from Contracts with Customers" (May 2014)
IFRS 15 contains guidance for recognising revenue from contracts with customers. According to
these requirements, revenue must be recognised when the customer obtains control over the
agreed goods and services and is able to derive benefits from them. The revenue should be recog-
nised in an amount that reflects the consideration which the company expects to receive. The new
guidance contained in IFRS 15 will replace the previous requirements of IAS 11 and IAS 18 in the
future. The standard must be applied for financial years beginning on or after 1 January 2018; earlier
application is permitted. The standard has not yet been adopted by the EU.
171
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
IFRS 9 "Financial Instruments" (July 2014)
IFRS 9 introduces new requirements for the accounting and measurement of financial instruments.
Following the issue of the final version of the standard by the IASB in July 2014, the new requirements
will replace all previous requirements of IAS 39 in the future. The standard contains major new guid-
ance relating to the classification and measurement of financial instruments, accounting for impairments
of financial assets and hedge accounting. The standard is effective for financial years beginning on or
after 1 January 2018. The standard has not yet been adopted by the EU.
IFRS 16 "Leases" (January 2016)
IFRS 16 introduced new rules for the recognition of leases. The new standard sets out the principles for
the recognition, measurement, presentation and disclosure of all long-term leases on the lessee's state-
ment of financial position, whereby the right of use is recognised as an asset, and the payment obliga-
tion in the form of a financial liability. The standard is effective for financial years beginning on or after
1 January 2019; earlier application is permitted only if that entities apply IFRS 15 at or before. The
standard has not yet been adopted by the EU.
New accounting standards not yet implemented
2. Basis of consolidation
Amendments resulting from the "Annual Improvements Project 2011-2013" (December 2013)
Amendments affecting the standards IFRS 1, IFRS 3, IFRS 13 and IAS 40 are planned. The amend-
ments must be applied for finan-cial years beginning on or after 1 July 2014. The effective date of the
amendments has been adjusted during EU endorsement proceedings. The effective date has been post-
poned to apply for financial years beginning on or after 1 January 2015; Deutsche Börse Group opted
for voluntary earlier application.
There is 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 independent 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 contribu-
tions had been allocated to the defined benefit liability. The amendment must be applied for financial
years beginning on or after 1 July 2014. The effective date of the amendment has been adjusted during
EU endorsement proceedings. The effective date has been postponed to apply for financial years begin-
ning on or after 1 February 2015; Deutsche Börse Group opted for voluntary earlier application.
322.4
36.1
25.9
3,695.1
3,752.1
777.4
801.8
168
Deutsche Börse Group financial report 2015
Notes to the consolidated financial statements
Basis of preparation
1. General principles
Company information
Deutsche Börse AG ("the company") is incorporated as a German public limited company ("Kapitalgesell-
schaft") and is domiciled in Germany. The company's registered office is in Frankfurt/Main. Deutsche
Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG and its subsidiaries
operate cash and derivatives markets. Its business areas range from the admission of securities to
listing, through trading, clearing and settlement, down to custody of securities. Furthermore, IT services
are provided and market data distributed. For details regarding internal organisation and reporting
see note 35.
Basis of reporting
The 2015 consolidated financial statements have been prepared in compliance with International Finan-
cial Reporting Standards (IFRSS) and the related interpretations issued by the International Financial
Reporting Standards Interpretations Committee (IFRIC), as adopted by the European Union in accord-
ance with Regulation No. 1606/2002 of the European Parliament and of the Council on the application
of international accounting standards.
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 of the combined management report. The consolidated financial statements are
also based on the interpretations issued by the Rechnungslegungs Interpretations Committee (RIC, Ac-
counting Interpretations Committee) of the Deutsches Rechnungslegungs Standards Committee e. V. (Ac-
counting Standards Committee of Germany), to the extent that these do not contradict the standards and
interpretations issued by the 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 were applied to Deutsche Börse Group for the first time in the 2015 reporting period:
IFRIC 21 "Levies" (May 2013)
IFRIC 21 addresses the accounting for outflows imposed on entities by governments, other than income
taxes within the meaning of IAS 12 (income taxes or amounts collected on behalf of governments, in
particular value added tax), and clarifies when obligations to pay these types of levies must be recog-
nised as liabilities or provisions in the financial statements. The interpretation must be applied within the
EU for financial years beginning on or after 17 June 2014.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
169
Amendment to IAS 19 "Employee Benefits" (November 2013)
Amendments resulting from the "Annual Improvements Project 2010-2012" (December 2013)
There were amendments to standards IFRS 2, IFRS 3, IFRS 8, IFRS 13, IAS 16, IAS 24 and IAS 38. The
amendments must be applied for financial years beginning on or after 1 July 2014. The effective date of
the amendments has been adjusted during EU endorsement proceedings. The effective date has been
postponed to apply for financial years beginning on or after 1 February 2015; Deutsche Börse Group
opted for voluntary earlier application.
Zurich, Switzerland
Börse Frankfurt Zertifikate AG
Zurich, Switzerland
S$
606
461
990
0
- 145
28 July 2015
€
25
161
178
0
136
16 July 2015
CZK
200
219,700
350,285
876,594
48,453
2006
US$
400
25 May 2015
€
2013
0
€
30,000
104,647
173,963
278,403
11,032
2002
€
20,000
19,543
20,374
426
-457
2013
€
10,000
10,221
11,513
2,115
€
5,000
2,531
5,000
178
-2,469
2008
6,000
€
100
US$
1,000
7,000
2,804,807
21,361
2,910,797
15,5073)
9,7962)
2001
0
- 12,112
2003
€
25
100
101
0
1
100.00
US$
0
1,725,056
1,963,710
0
€
3,352
1,123,029
2001
3,6133)
25,000
314,813
4,882
1,272,207
26,901,700
8,771
338
2000
0
4,7184)
1998
13,2623)
1,0972)
1998
€
25
78
88
0
1
2013
€
3,600
10,440
12,211
905
45,990
2007
280,829
Basis of preparation
173
Currency
Ordinary share
capital
thousand
Equity"
thousand
Total assets
thousand
Sales revenue
2015
thousand
Net profit/loss
2015
thousand
Initially
consolidated
€
50
226
282
3
2013
€
140
9,196
€
101,000
Notes
2,285,314
Executive and Supervisory Boards | Management report | Governance | Financial statements
4) Thereof income from profit pooling agreement with their subsidiaries amounting to €10,892 thousand is included.
435,070
(100.00)6)
Leipzig, Germany
Leipzig, Germany
(62.91)
Singapore, Singapore
(32.58)
London, United Kingdom
(32.58)
Leipzig, Germany
(62.91)
European Commodity Clearing Luxembourg S.à r.l.
Luxembourg, Luxembourg
(62.91)
EEX Power Derivatives GmbH
Leipzig, Germany
(62.91)
Global Environmental Exchange GmbH
Leipzig, Germany
(62.91)
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) Before profit transfer or loss absorption
3) Consists of interest and commission results due to the business operations
5) Thereof 15 per cent directly and 85 per cent indirectly held via Eurex Frankfurt AG
14,643
2,434,625
(62.91)"
2,402
3,600
6,164
10,948
8,428
861
2010
€
25,000
370,616
1,860,459
€
289,6033)
2002
€
9,211
11,047
15,074
25,765
1,721
3 Oct 2014
160,200
21,750
91,382
2009
CZK
123,353
2013
0
13,037
147,0842)
2007
€
25,000
1,092,510
1,147,752
83,526
193,739
206,593
€
49,000
215,803
149,808
JPY
2002
2002
443,2383)
12,090,294
1,086,914
92,000
111,278
-27.0
- 11.9
73.3
13.0
1.7
0.9
2.0
7.2
5.3
Goodwill (not tax-deductible)
45.4
Final goodwill calculation
1 Jan 2015
€m
Total assets and liabilities acquired
Non-controlling interests
Deferred tax liabilities on temporary differences
Liabilities
Other current assets
Deferred tax assets
Other non-current assets
Other intangible assets
Trade names
- 40.1
-72.3
179
18.4
4.9
Deferred tax assets
Customer relationships
5.3
Other non-current assets
2.6
Other intangible assets
0.9
0.6
25.5
- 13.1
Trade names
Acquired assets and liabilities
16.8
4 May 2015
€m
Consideration transferred
Goodwill resulting from the business combination with APX Holding group
To expand the spot power business (trading and clearing), the APX Holding group, which covers the
market areas of the Netherlands, the United Kingdom and Belgium, was acquired and integrated into the
EPEX Spot group effective 4 May 2015. In doing so, EPEX Spot SE acquired an interest amounting to
100 per cent in the APX Holding group for a total purchase price of €16.8 million from Deutsche Börse
Group's perspective. The acquisition was financed by issuing new shares in EPEX Spot SE. Because of
the resulting dilutive effect, EEX's interest in EPEX Spot SE declined to 35.08 per cent. All of the APX
Holding group's clearing activities were subsequently transferred to European Commodity Clearing AG
(ECC), a wholly owned subsidiary of EEX. As at the reporting date, preliminary purchase price allocation
resulted in total goodwill of €6.6 million, which is mainly attributable to synergies resulting from the
integration of the European power spot market. As wholly owned subsidiaries of the EPEX Spot SE, the
APX Holding Group companies have been included in full in Deutsche Börse Group's consolidated finan-
cial statements since May 2015. The consolidation of the APX Holding group generated growth of
€16.7 million in sales revenue as well as an increase of €0.4 million in earnings after tax, net of non-
controlling interests. Had the group been fully consolidated as at 1 January 2015, this would have in-
creased revenue by €25.3 million; earnings before tax and non-controlling interest income would have
increased by €0.8 million.
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
As Powernext SA in turn holds 51 per cent of the EPEX Spot SE, EEX at the same time obtained a con-
trolling interest in EPEX Spot SE and its two subsidiaries, EPEX Spot Schweiz AG, Zurich, Switzerland,
and JV Epex-Soops B.V., Amsterdam, the Netherlands, effective 1 January 2015. All subsidiaries have
been included in full in the consolidated financial statements since 1 January 2015. The consolidation
of the EPEX Spot group generated a rise of €55.4 million in sales revenue as well as an increase of
€4.8 million in earnings after tax and offsetting of non-controlling interests. The consolidation of Power-
next SA generated a growth of €14.7 million in sales revenue as well as an increase of €1.3 million in
earnings after tax and offsetting of non-controlling interests.
In addition, EEX acquired an additional 410,860 shares of Powernext SA at a total price of
€36.3 million in the reporting period, thus increasing its interest to a total of 87.73 per cent.
Customer relationships
Preliminary goodwill calculation
Customer relationships
Total consideration
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
LuxCSD S.A.
Luxembourg, Luxembourg
Clearstream
(50.00)
PHINEO gAG
Berlin, Germany
Xetra
12.0010)
R5FX Ltd
London, United Kingdom
Eurex
30.00
Belgrade, Serbia
Eurex
(7.23)
Berlin, Germany
Xetra
14.86
Other current assets less liabilities
Berlin, Germany
Basis of preparation
The adjusted allocation of the purchase price to the acquired assets and liabilities is shown in the follow-
ing table:
Goodwill resulting from the business combination with Clearstream Global
Securities Services Limited
Consideration transferred
Fair value of transferred equity interest in EPEX Spot SE (less non-controlling interests)
Acquired bank balances
Consideration transferred
Goodwill resulting from the business combination with Powernext SA and EPEX Spot group
Deutsche Börse Group financial report 2015
178
177
Effective 1 January 2015, European Energy Exchange AG, Leipzig, Germany, (EEX) acquired an interest
of 53.34 per cent in Powernext SA, Paris, France, in exchange for 36.75 per cent of the shares of EPEX
Spot SE, Paris, France. Since then, all natural gas activities of EEX group have been bundled within
Powernext SA; EEX increased its interest in Powernext SA to 55.8 per cent as a result of this transaction.
Within the measurement period, the measurement of assets and liabilities relationships was retrospec-
tively adjusted in the second quarter. This measurement adjustment gave rise to total goodwill of
€18.4 million as at the reporting date, mainly reflecting synergies resulting from pooling the entire gas
exchange activities at Powernext SA. The current status of preliminary allocation of the purchase price
to the assets acquired and liabilities assumed is shown in the following table:
15.6
31.6
0.1
Acquired assets and liabilities
5.9
15.8
47.2
3 October 2014
€m
Final goodwill calculation
Goodwill (partly tax-deductible)
Total assets and liabilities acquired
Other assets and liabilities
Database
Software
Acquired assets and liabilities
9.8
-6.6
Deutsche Börse Group financial report 2015
Non-controlling interests
Eurex
Frankfurt am Main, Germany
Deutsche Börse Cloud Exchange AG³)
40.00
Eurex
Frankfurt am Main, Germany
China Europe International Exchange AG
(28.58)2)
Xetra
Frankfurt am Main, Germany
Brain Trade Gesellschaft für Börsensysteme mbH
Associates
30.00
Xetra
London, United Kingdom
Bondcube Limited in Administration
%
direct/(indirect)
Equity interest
as at 31 Dec 2015
Segment
Domicile
(64.68)
Deutsche Börse Commodities GmbH
Digital Vega FX Ltd
Frankfurt am Main, Germany
Eurex
(16.26)
Eurex
London, United Kingdom
Index Marketing Solutions Limited
31.42
Eurex
London, United Kingdom
Global Markets Exchange Group International LLP
(31.41)
Joint ventures
Eurex
Gaspoint Nordic A/S
(12.56)
Eurex
Hamburg, Germany
European Market Coupling Company GmbH i.L.
24.03
Eurex
London, United Kingdom
16.20
Xetra
Brøndby, Denmark
Company
Associates and joint ventures
182
Customer relationships
Acquired assets and liabilities
Total consideration
Acquired bank balances
Purchase price
Consideration transferred
Goodwill resulting from the business combination with 360T group
Basis of preparation
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Trade names
Deutsche Börse AG acquired all shares in 360T Beteiligungs GmbH, Frankfurt/Main, Germany, effective
15 October 2015. As a result, it controls 360T Beteiligungs GmbH and its subsidiaries; and has includ-
ed these companies in full in its consolidated financial statements since that date. Based on the prelimi-
nary allocation of the purchase price as at the reporting date, goodwill amounted to €529.0 million. The
goodwill reflects firstly 360T's strong position as a leading global FX trading platform with excellent growth
prospects and secondly the substantial potential synergies created by the acquisition. These include
the joint marketing of exchangetraded derivatives, the creation of a multilateral trading platform for stan-
dardised OTC FX products and the development of clearing solutions for OTC FX derivatives. Within the
scope of purchase price allocation, which has not yet been finalised at the time of preparing these con-
solidated financial statements, the following assets and liabilities were identified:
On 28 July 2015, Deutsche Börse AG founded Deutsche Boerse Market Data + Services Singapore Pte.
Ltd., Singapore. As a wholly-owned subsidiary of Deutsche Börse AG, the new entity has been fully
consolidated since its establishment.
With effect from 16 July 2015, Deutsche Börse AG established Deutsche Börse Photography Foundation,
a non-profit private limited company based in Frankfurt/Main, Germany. With Deutsche Börse AG as the
sole shareholder, it is deemed to exercise control as defined in IFRS 10, and the subsidiary has therefore
been fully consolidated since the second quarter of 2015.
On 25 May 2015, Deutsche Boerse Asia Holding Pte. Ltd., Singapore, founded Eurex Exchange Asia Pte.
Ltd., Singapore. As a wholly-owned subsidiary of Deutsche Boerse Asia Holding Pte. Ltd. (which is itself
a wholly-owned subsidiary of Deutsche Börse AG), the new entity has been fully consolidated since its
establishment.
Deutsche Börse Group financial report 2015
180
6.6
Goodwill (not tax-deductible)
Total assets and liabilities acquired
10.2
-23.0
Deutsche Börse AG acquired 49.9 per cent of the shares of STOXX Ltd., Zurich, Switzerland, and 50.1
per cent of the shares of Indexium AG, Zurich, Switzerland, from SIX Group AG, Zurich, Switzerland,
effective 31 July 2015. The loans granted by SIX Group AG were also cleared of in this connection. The
total purchase price was CHF681.3 million (€653.8 million). Following this transaction, Deutsche Börse
AG holds 100 per cent of the shares of STOXX Ltd., of its 100 per cent-subsidiary STOXX Australia Pty.
Ltd., Australia, and of Indexium AG. Deutsche Börse AG already had previous control over STOXX Ltd.
and had included the company in full in its consolidated financial statements. For this reason, the trans-
action was accounted for as an equity transaction with owners; in line with this, non-controlling interests
declined by €225.8 million. The remaining amount of €428.0 million was offset against retained earn-
ings. The transaction led to the acquisition of control over Indexium AG; the company has been included
in full in the consolidated financial statements of Deutsche Börse AG since then. On the basis of the
preliminary purchase price allocation, no material assets or liabilities are attributable to Indexium AG.
The impact of consolidation of Indexium AG on consolidated revenue and net profit for the period at-
tributable to Deutsche Börse AG shareholders was not disclosed for reasons of materiality.
Deferred tax liabilities on temporary differences
Other intangible assets
Other current assets less liabilities
181
The following table summarises the main financial information of associates and joint ventures; the data
comprise the totals of each company according to the respective local GAAP and not proportional values
from the view of Deutsche Börse Group.
After having transferred or terminated its reinsurance contracts, Risk Transfer Re S.A., Luxembourg, was
liquidated on 23 December 2015.
As part of a corporate reorganisation in 2015, two affiliate entities, incorporated in Ireland, were merged.
Clearstream Global Securities Services Limited and Clearstream Fund Services Ireland Limited were
merged with an effective date of 1 December 2015, pursuant to the provisions of the Companies Act
2014 as implemented in Ireland. The assets and liabilities of Clearstream Fund Services Ireland Limited
were transferred to Clearstream Global Securities Services Limited, and Clearstream Fund Services Ire-
land Limited was dissolved without going into liquidation.
Full consolidation of the 360T group increased revenue by €15.8 million and net income after taxes of
€2.4 million. Had the group been fully consolidated as at 1 January 2015, this would have increased
revenue by €60.7 million; net income after taxes would have risen by €10.2 million.
529.0
147.6
-83.9
-36.5
1.6
Other non-current assets
14.2
232.3
676.6
-27.7
704.3
€m
15 October 2015
Preliminary goodwill calculation
Goodwill (not tax-deductible)
Total assets and liabilities acquired
Deferred tax liabilities on temporary differences
19.9
30.0313)
■ Preparation and implementation of simulation
Tradegate AG Wertpapierhandelsbank¹²)
2634)
87,704
6,1264)
17,776
5,8634)
46,472
10,111
2010
2,5064)
-1,3614)
2013
Effective 28 April 2015, Deutsche Börse AG acquired another 12,500 shares in Global Markets Ex-
change Group International LLP, London, United Kingdom, (GMEX) for a purchase price of £1 million.
As a result, Deutsche Börse AG increased its interest to a total of 33.17 per cent. Since Deutsche Börse
AG exercises significant influence within the meaning of IAS 28, GMEX continues to be classified as an
associate and is accounted for using the equity method.
With effect from 14 July 2015, EPEX Spot SE, Paris, France, invested €125 thousand in the foundation
of SEEPEX a.d., Belgrade, Serbia. The object of the new entity is to operate a power exchange for South-
East Europe, located in Serbia. Holding 60,000 of a total of 240,000 ordinary shares entitled to vote,
EPEX Spot SE has a 25 per cent share of voting rights. Given that EPEX Spot SE exercises significant
influence (as defined in IAS 28), SEEPEX a.d. has been classified as an associate and accounted for
using the equity method.
By signing the Joint Venture Agreement on 16 October 2015 Deutsche Börse AG established together
with two stock exchange operators in Shanghai the China Europe International Exchange AG, Frank-
furt/Main, Germany, (CEINEX). Deutsche Börse AG made a capital contribution in the amount of
€10.8 million for 10.8 million shares, thereby gaining a 40 per cent interest in CEINEX. The capital
contribution includes goodwill amounting to €10.8 thousand. Since at present, Deutsche Börse AG is
only able to excercise control over CEINEX jointly with one of the other CEINEX founders, the company
is classified as an associate (as defined in IAS 28), and accounted for using the equity method.
In November 2015, International Securities Exchange Holdings, Inc., New York, USA, (ISE Holdings),
sold 43,117 shares in Hanweck Associates, LLC, and thus lowered its stake to 18.29 per cent. Since
ISE Holdings thus no longer exercises significant influence (as defined in IAS 28.5), Hanweck Associ-
ates, LLC is no longer classified as an associate.
184
Deutsche Börse Group financial report 2015
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
Tradegate AG Wertpapierhandelsbank, Berlin, Germany
European Market Coupling Company GmbH i.L., Hamburg, Germany
■ Index Marketing Solutions Limited, London, United Kingdom
■ SEEPEX a.d., Belgrade, Serbia
€
24,403
€
14 July 2015
277
30 June 2015
€
504)
2,8264)
6274)
8244)
4414)
2010
GBP
■ PHINEO gAG, Berlin, Germany
1
151
0
- 1,114
1 Oct 2014
RSD
60,000¹1)
SEEPEX a.d.
55711)
011)
- 18,450¹¹)
888
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).
Due to rounding, the amounts may differ from unrounded figures.
The annual financial statements of subsidiaries included in the consolidated financial statements have
been prepared on the basis of the Group-wide accounting policies based on IFRSS that are described in
the following. They were applied consistently to the periods shown with the exception of the adjustments
described below.
■ Compilation and review of precise specifications
■ Troubleshooting process
3. Building and testing
■ Software programming
■ Product testing
Phases not eligible for capitalisation
4. Acceptance
"
Planning and implementation of acceptance tests
5. Simulation
2. Detailed specifications
"
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 expenses attributable 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 the software using the straight-
line method over the asset's expected useful life. The useful life of internally developed software is gen-
erally assumed to be five years; a useful life of seven years is used as the basis in the case of newly de-
veloped trading platforms and clearing systems.
Purchased software is carried at cost and reduced by 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.
Compilation and testing of simulation software packages
1,653
Phases eligible for capitalisation
Specification of the expected economic benefit
Changes of accounting and measurement policies
With effect from 1 January 2015, interest income from central counterparties is recognised under the
item "net interest income from banking business". Clearing houses generate (or incur) interest income
(or expenses) by investing the cash collateral provided by customers; so far, interest income or expenses
were recognised in the financial result. This change of recognition is due to pricing model adjustments
at Eurex Clearing AG as from 1 May 2015. The adjusted pricing model provides for interest rate-driven
cash collateral placement fees (so-called “cash handling fee”). Previous year's figures were adjusted.
This led to an increase of the item “net interest income from banking business" by €4.8 million to
€37.6 million. Financial income decreased by €9.9 million to €8.8 million, while financial expenses
dropped by €5.1 million to €56.7 million.
Recognition of revenue and expenses
Trading, clearing and settlement fees are recognised at the trade date and billed on a monthly basis.
Custody revenue and revenue for systems development and systems operation are generally recognised
rateably 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 US Securities and Exchange Commission (SEC) are
recognised at the settlement date.
185
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
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 ist share of eligible trades for optioned securities. Revenue is
recorded as transactions occur on a trade date basis and is collected quarterly.
As a rule, rebates are deducted from sales revenue.
The item “volume-related costs" comprises expenses that depend on the number of certain trade or settle-
ment transactions, or on the custody volume, the Global Securities Financing volume, or the volume
of market data acquired, or that result from revenue-sharing agreements or maker-taker pricing models.
Volume-related costs are not incurred if the corresponding revenue is no longer generated.
■ Initial cost and revenue forecast
Interest income and expense 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 expense is recognised in the period in which it is incurred. Interest income and expense
from banking business are set off in the consolidated income statement and disclosed separately in
→ note 4.
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. The development costs of an asset
are only capitalised if they can be reliably estimated, if all the definition criteria for an asset are met and
if the future economic benefits resulting from capitalising the development costs can be demonstrated.
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 capitalisation are recognised as expenses in the consolidated income state-
ment. Interest expense that cannot be allocated directly to one of the development projects is recognised
in profit or loss in the reporting period and not included in capitalised development costs. 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 must
be capitalised and which cannot be capitalised:
186
Deutsche Börse Group financial report 2015
Phases not eligible for capitalisation
1. Design
■ Definition of product design
■
Dividends are recognised in net income from equity investments if the right to receive payment is based
on legally assertable claims.
735
42,106¹¹)
6,000
Sales revenue
2015
thousand
Net profit/loss
2015
thousand
6,122
GBP
2¹)
2,183¹)
2,548¹)
01)
-215¹)
10 Feb 2014
€
1,400
4,364
2,750
7,320
213
2013
€
27,000
26,632
363
Liabilities
thousand
Assets
thousand
capital
thousand
Currency
Zimory GmbH
1) Values up to the date of Administration on 21 July 2015
2) Thereof 14.29 per cent held directly and 14.29 per cent indirectly via Börse Frankfurt Zertifikate AG
3) Deutsche Börse Cloud Exchange AG is part of the Zimory GmbH subgroup.
4) Preliminary figures
5) Value of equity
6) The financials refer to the financial year from 1 December 2014 to 30 November 2015
7) Figures as at 31 December 2014
8) The financials refer to the financial year from 1 February 2015 to 31 January 2016
9) The financials refer to the financial year from 1 September 2013 to 31 August 2014
0
10) In addition, Deutsche Börse AG holds an interest in Phineo Pool GbR, Berlin, Germany, which holds a 48 per cent stake in PHINEO gAG.
12) As at balance sheet date, the fair value of the stake in the listed company amounted to €28.6 million.
13) Voting rights
In the first quarter of 2015, the International Securities Exchange, LLC, New York, USA, (ISE) made an
additional investment of US$30 million in The Options Clearing Corporation, Chicago, USA, (OCC) as
part of their plan to fund increased regulatory capital requirements. ISE has also committed to a capital
replenishment plan which provides up to an additional US$40 million of funding.
Moreover, on 1 January 2015, EEX acquired 50 per cent of the shares of Gaspoint Nordic A/S, Brøndby,
Denmark, for a price of €600 thousand. The purchase price includes goodwill amounting to €280 thou-
sand. As EEX exercises significant influence within the meaning of IAS 28, Gaspoint Nordic A/S has
been classified as an associate and accounted for using the equity method since 1 January 2015.
Due to the changes to the shareholder agreement, Clearstream International S.A. lost its controlling ma-
jority in LuxCSD S.A., Luxembourg. As a consequence, the company was deconsolidated in the second
quarter of 2015. Since then it has been reported under the "investments in associates and joint ventures"
item and accounted for using the equity method.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
183
Basis of preparation
Ordinary share
11) The financials refer to the shortened financial year from 15 July 2015 to 31 December 2015.
-730
Associate
since
€
1 Jan 2014
DKK
10,000
10,054
3,712
9,426
GBP
5,0268)
5,6268)
1,7078)
07)
3398)
1 Jan 2015
2013
GBP
09)
529)
31 Oct 2015
09)
- 19)
1 Jan 2014
€
1,541
-2,2328)
07)
539)
1,9997)
2607)
504)
1,5134)
84)
-5,2764)
2013
€
1,000
1,867,493
1,863,867
4,666
1,4634)
2011
1,073
€
-746)
4496)
1007)
1,2926)
3825)6)
GBP
2007
9106)
■ Short review of the development of the Group-wide risk management
■ Intensive consideration of IT security issues during a dedicated workshop
Interim Risk Management Roadmap Committee (dissolved on 13 May 2015, one meeting in the
year under review)
■ Discussion of current regulatory developments
-
Clearing and Settlement Committee (dissolved on 13 May 2015, one meeting in the year under review)
Discussion of an analysis of Clearstream competitors
Report of the Supervisory Board
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
■ Detailed discussion of the financial risks of Clearstream and Eurex Clearing
Technology Committee (four meetings and one workshop in the year under review)
▪ Discussion of the IT budget for 2016
■ Discussion of Deutsche Börse Group's IT security, IT risk management, IT sourcing strategy and
cloud strategy
■ In-depth discussion of the implementation of the reorganisation of Deutsche Börse Group's information
technology and the enhancement of its trading and post-trading systems
■ Discussion of the innovation strategy
■ Discussion of inorganic growth options, in particular regarding the full acquisition of STOXX Ltd.
and Indexium AG from SIX Group AG as well as the acquisition of 360T Beteiligungs GmbH
■ Discussion of the strategic realignment of Deutsche Börse Group
Strategy Committee (two meetings in the year under review)
■ Discussion of the operational, financial and business-related risks of Deutsche Börse Group
■ Discussion of the implementation of the Accelerate growth strategy in IT
Audit of the annual and consolidated financial statements
We re-appointed Jeffrey Tessler as a member of the Executive Board for another two-year term effective
1 January 2016 (until 31 December 2017). Carsten Kengeter assumed the chairmanship from Reto
Francioni with effect from 1 June 2015, whose contract ended on 31 May 2015 according to the
amicable agreement reached with him. We are extraordinarily grateful for Mr Francioni's important and
long-standing performance as Chief Executive Officer of Deutsche Börse AG.
The Audit Committee discussed the financial statement documents and the reports by KPMG in detail
with the auditor 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.
■ Discussion of the capital requirements of Clearstream and Eurex Clearing
Chairman of the Supervisory Board
Joachim Faber
Fondi Bul
For the Supervisory Board:
Frankfurt/Main, 4 March 2016
The Supervisory Board would like to thank the Executive Board and all employees for their dedication
and achievements in 2015.
During the year under review, no individual conflicts of interest arose.
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) 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 2015, 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 2015 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 lead auditors, Karl Braun (CMO, member of
the management board, KPMG) and Andreas Dielehner (Partner, KPMG), attended the relevant meetings
of the Audit Committee and the plenary meeting of the Supervisory Board to approve the financial
statements. The auditors 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 were available to
provide supplementary information. The auditors 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 audi-
tors' independence.
Management of individual conflicts of interest
The term of office of the Supervisory Board ended at the close of the Annual General Meeting on
13 May 2015. Until that date, the Supervisory Board had 18 members in accordance with the Arti-
cles of Association; since the Annual General Meeting 2015, it has twelve members. The shareholder
representatives Richard M. Hayden, David Krell, Friedrich Merz and Thomas Neiße did not run for
another term of office, meaning that their mandates were dissolved at the close of the Annual Gen-
eral Meeting. The remaining members of the Supervisory Board were re-elected for a further term
of office by the Annual General Meeting. Amy Yip was elected as a new member of the Supervisory
Board. The employee representatives Irmtraud Busch and Martin Ulrici left the Supervisory Board.
Deutsche Börse's employees re-elected Marion Fornoff, Hans-Peter Gabe, Jutta Stuhlfauth and
Johannes Witt as employee representatives.
During the year under review, the following personnel changes arose on the Supervisory Board:
At the beginning of February 2015, we were deeply saddened by the death of our Supervisory Board
colleague Heinz-Joachim Neubürger. Mr Neubürger was a valuable member of the Supervisory Board,
both professionally and personally. We will honour his memory.
Personnel matters
Deutsche Börse Group financial report 2015
16
15
Our own examination of the annual financial statements, the consolidated financial statements and
the combined management report for 2015 in a plenary meeting did not lead to any objections and
we concurred with the results of the audit performed by the auditor. We approved the annual financial
statements prepared by the Executive Board and the consolidated financial statements at our meeting
on 4 March 2016 in line with the Audit Committee's recommendation. The annual financial statements
of Deutsche Börse AG has thus been adopted. The Audit Committee discussed the Executive Board's
proposal for the appropriation of the unappropriated 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 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 the plenary meeting
of the Supervisory Board.
In relation to the Executive Board, we resolved the following in 2015 at the recommendation of the
Personnel Committee:
■ Short review of the development of the Group-wide compliance function and risk management
At the regular meeting on 6 March 2015, we discussed the company's annual financial statements
and consolidated financial statements for 2014 plus the combined management report; the auditors
were present for this. We approved the 2014 annual financial statements and consolidated financial
statements, after having carried out our own examination, in line with the recommendation by the
Audit Committee, which had previously conducted an in-depth preparatory examination of the docu-
ments. The report of the Supervisory Board for 2014 and the agenda for the 2015 Annual General
Meeting were also resolved. We discussed in detail the review of the appropriateness of the Executive
Board's remuneration and specified the target consolidated net income for 2015 as the basis for
determining the variable cash component for members of the Executive Board for financial year 2015.
We also dealt with the IT strategy of Deutsche Börse Group as well as with selected compliance issues
and the development of the Group-wide compliance function.
■ Discussion of the expected salary growth of risk takers in accordance with CRD IV
Deutsche Börse Group financial report 2015
8
7
since 7 October 2005
supervboard
Detailed information about the
members of the Supervisory Board,
their additional appointments
to supervisory bodies of other
companies or comparable control
bodies, as well as their CVS can
be found on the internet under
www.deutsche-boerse.com/
1) Employee representative
2) The term of office of the former
members of the Supervisory Board
ended with the end of the Annual
General Meeting on 13 May 2015.
As at 31 December 2015
(unless otherwise stated)
Board member
from 16 May 2012 to
13 May 2015
Frankfurt/Main
Nationality: German
Martin Ulrici, ¹) * 1959
Report of the Supervisory Board
Independent Management
Consultant, London
Nationality: German
Board member
from 16 May 2012 to
5 February 2015
Heinz-Joachim Neubürger,
from 14 January 2009 to
13 May 2015
Board member
Thomas Neiße, * 1948
Independent Capital Market
Advisor, Haibach
Nationality: German
13 May 2015
from 12 July 2005 to
Board member
Friedrich Merz, *1955
Lawyer and Senior Counsel
Mayer Brown LLP, Dusseldorf
Nationality: German
from 1 January 2008 to
13 May 2015
David Krell, *1946
Chairman of the Board of Directors
International Securities Exchange,
LLC, New York
Nationality: US-American
Board member
13 May 2015
* 1953, †2015
from 12 July 2005 to
Joachim Faber
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
18
19
Irmtraud Busch (until 13 May 2015)
Richard Berliand
100
26
26
%
Meeting attendance
(incl. committees)"
Joachim Faber
Chairman of the Supervisory Board
Name
Attendance of Supervisory Board members at meetings in 2015
Deutsche Börse Group financial report 2015
10
9
The members of the Supervisory Board participated in the Supervisory Board meetings and the
committees as follows:
The members of the Supervisory Board attended at least half of the Supervisory Board meetings, and
their respective committee meetings, in 2015. Mr Hayden whose term of office ended at the end of the
Annual General Meeting (AGM) on 13 May 2015 was the only exception. Although he attended all of
his respective committee meetings (three meetings), he missed three out of the four Supervisory
Board meetings held in 2015 during his term of office. In total, his attendance rate was above 50 per cent.
The average attendance rate of all Supervisory Board members in the year under review stood at
91 per cent considering all Supervisory Board and committee meetings.
The Executive Board submitted all measures requiring Supervisory Board approval in accordance with
the law, the Articles of Association, or the bylaws to the Supervisory Board, and the Supervisory Board
approved these measures. The Supervisory Board also assured itself that the Executive Board's actions
were lawful, due and proper, and appropriate.
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
company 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 an active exchange of
information between the Supervisory Board and the Executive Board. Between meetings, the Executive
Board also reported on individual issues in written reports and discussed individual topics with us.
In addition, the Chief Executive Officer kept the Chairman of the Supervisory Board informed at all
times about current developments relating to the company's business, significant transactions,
upcoming decisions, as well as the long-term outlook and thoughts on emerging developments, and
discussed these matters with him.
-
In total, there were ten plenary meetings in 2015, including three extraordinary sessions and
one constituent meeting. In addition, a strategy workshop was held in which we discussed
Deutsche Börse Group's growth strategy and analyst ratings.
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
performed its duties in accordance with the law, the Articles of Association
and the bylaws. We regularly advised the Executive Board on the manage-
ment of the company and monitored its work; we were involved in all
fundamental decisions.
Meetings
Board member
Nationality: US-American and
British
TowerBrook Capital Partners L.P.,
London
Board member
Nationality: US-American
Hawthorne Group LLC, Palo Alto
Managing Partner
Craig Heimark, *1954
since 21 May 1997
Board member
Nationality: German
Hans-Peter Gabe, ¹) *1963
Staff member in the HR
Compensation, Workforce &
Talent Management section
Deutsche Börse AG,
Frankfurt/Main
Marion Fornoff, 1) * 1961
Staff member in the HR
Europe & US section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
Board member
since 16 May 2012
Monica Mächler, *1956
Karl-Heinz Flöther, * 1952
Independent Management
Consultant, Kronberg
Nationality: German
Board member
Renshaw Bay LLP, London
Nationality: British
Chairman of the Management
Committee
Richard Berliand Limited,
Ashtead Surrey
Richard Berliand, *1962
Deputy Chairman
(since 13 May 2015)
Management Consultant -
Executive Director
since 20 May 2009
Board member
Independent Management
Consultant, Grünwald
Nationality: German
Joachim Faber, * 1950
Chairman
The Supervisory Board
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
The Supervisory Board
since 7 October 2005
Member of different supervisory
bodies, Pfäffikon
Nationality: Swiss
Chairman of the Senior Advisory
Board
Richard M. Hayden, *1945
Non-Executive Chairman
Haymarket Financial LLP,
London
from 16 May 2012 to
13 May 2015
Board member
Irmtraud Busch, ¹) *1956
Former staff member in the
Business Consulting section
Clearstream Banking AG,
Frankfurt/Main
Nationality: German
Former members of the
Supervisory Board 2)
Nationality: Chinese (Hong Kong)
Board member
since 13 May 2015
Vitagreen, Hong Kong
Executive Director,
Managing Partner, RAYS Capital
Partners Limited, Hong Kong
Amy Yip, *1951
Frankfurt/Main
Nationality: German
Board member
since 21 May 1997
Deutsche Börse AG,
Johannes Witt, ¹) * 1952
Staff member in the Financial
Accounting & Controlling
department
Board member
since 16 May 2012
Jutta Stuhlfauth,¹) *1961
Lawyer, M.B.A. (Wales)
and Head of the Policies &
Procedures unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
since 7 October 2005
Erhard Schipporeit, * 1949
Independent Management
Consultant, Hanover
Nationality: German
Board member
from 9 December 2008
until 13 May 2015
14 May 2003 and
since 12 July 2005
Deputy Chairman
Nationality: German
Board member
from 11 May 1998 to
Edmond de Rothschild
Private Merchant Banking LLP,
London
Gerhard Roggemann, *1948
Senior Advisor
since 16 May 2012
Board member
95
5
Head of Unit Talent Management
Deutsche Börse AG,
100
At the regular meeting held on 16 June 2015, the new Chief Executive Officer, Carsten Kengeter, who
has been in office since 1 June 2015, informed the Supervisory Board on the plans for developing
and implementing the Accelerate growth programme. We also discussed the status of negotiations with
SIX Group AG regarding the planned full acquisition of STOXX Ltd. and Indexium AG. After extensive
consultation, we approved the issue of one or several hybrid bonds with a total issuing volume of up to
€0.7 billion. We addressed the topics of risk management and information security at Deutsche Börse Group.
We resolved that the current female proportion of 33.33 per cent on the Supervisory Board and
20 per cent on the Executive Board of Deutsche Börse AG shall be maintained until 30 June 2017 as
a minimum requirement. The Supervisory Board adheres to its goal of increasing the number of female
members and executives. We also resolved an amendment to the Supervisory Board's bylaws governing
the responsibilities of committees after the establishment of the Risk Committee.
Deutsche Börse Group financial report 2015
12
11
Another Supervisory Board meeting was held on 13 May 2015 immediately after the Annual General
Meeting, being the constituent meeting of the newly elected Supervisory Board. Joachim Faber was
elected Chairman and Richard Berliand Vice Chairman of the Supervisory Board. We resolved to establish
a Supervisory Board Risk Committee and to dissolve the Clearing and Settlement Committee. Its duties
and responsibilities will henceforth be covered by the new Risk Committee and the Technology Commit-
tee. The Supervisory Board elected the members of the committees and their chairmen, if applicable.
At the regular meeting held directly before the Annual General Meeting on 13 May 2015, we
discussed the upcoming Annual General Meeting with the Executive Board.
Risk Committee (established on 13 May 2015, two meetings in the year under review)
Discussion of quarterly compliance and risk management reports
At the extraordinary meeting on 13 February 2015, we dealt with the planned third stock exchange
of International Securities Exchange Holdings, Inc. (ISE), ISE Mercury, LLC, and took the necessary
resolutions for its development.
At our first regular meeting for the reporting period on 13 February 2015, we addressed in detail the
preliminary results for financial year 2014 and the dividend proposed by the Executive Board for that
year. We also resolved the amount of the variable remuneration of the Executive Board for financial
year 2014 following in-depth discussion. We discussed the status of the joint ventures STOXX Ltd.
and Indexium AG regarding inorganic growth options. Furthermore, we took resolutions on the corporate
governance report and the 2014 corporate governance declaration. We re-appointed Jeffrey Tessler as
a member of the Executive Board for a two-year term, effective 1 January 2016. We also discussed the
Executive Board's report on various instruments for senior executive management and succession
planning.
Our plenary meetings focused in particular on the following issues during the reporting period:
In addition, the Executive Board regularly informed us about Deutsche Börse AG's share price perform-
ance, including in comparison 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.
At the extraordinary meeting held on 20 July 2015, the Executive Board informed us in detail about
the strategic growth options in foreign exchange (FX) trading offered by the potential acquisition of the
FX trading platform 360T. After extensive consultation, we approved the submission of a binding offer.
We discussed the status of negotiations with SIX Group AG regarding the acquisition of STOXX Ltd.
and Indexium AG and approved the financing concept.
Another focus of our Supervisory Board work was the preparation and introduction of a new remuneration
system for the Executive Board, which will encourage Executive Board members to pursue the adopted
growth strategy on a sustainable basis. Further information on the new remuneration system can be
found in the remuneration report.
After detailed discussions, we agreed to the transformation of Deutsche Börse AG into a European
Company (Societas Europaea, SE). This step is one way of taking adequate account of the company's
increasing internationalisation. We agree with the Executive Board's perception that the transformation
of Deutsche Börse AG into an SE adequately reflects its international orientation as a global company
with European roots.
In the year under review, we discussed the Group-wide "Accelerate" growth programme in detail, which
the Executive Board implemented after conducting an in-depth review of the strategy, organisational
structures and business processes of Deutsche Börse. The Accelerate programme was launched with
the objective of positioning Deutsche Börse on the global market of infrastructure providers with more
ambition, effectiveness and flexibility than ever before and an increased focus on customer needs.
The company embarked upon a broad range of specific initiatives in order to achieve the strategic
objectives. We gave advice on and agreed to the acquisitions of STOXX Ltd., Indexium AG and
360T Beteiligungs GmbH.
Topics addressed in plenary meetings of the Supervisory Board
2) Mr Neubürger deceased before the first meeting in the year under review. His attendance to meetings is not taken into account in the determination
of the average attendance rate.
1) Attending workshops is optional for Supervisory Board members. Hence, attendance to workshops is not taken into account in the determination of
the average attendance rate.
91
Average attendance rate
100
18
18
Amy Yip (since 13 May 2015).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
At the extraordinary meeting held on 27 July 2015, we discussed the current status of negotiations
with SIX Group AG regarding the planned full acquisition of STOXX Ltd. and Indexium AG and approved
the acquisition of 49.9 per cent of STOXX Ltd. shares and 50.1 per cent of Indexium AG shares from
SIX Group AG for an acquisition price of CHF650 million. The Executive Board informed us about the
review of the strategy, organisational structures and business processes of Deutsche Börse Group
and presented the basic points of the revised strategy and the Accelerate growth programme. After
extensive discussion, we approved the strategy and plans presented by the Executive Board. Further-
more, we dealt with the remuneration system for the Executive Board and discussed and approved
the changes to Jeffrey Tessler's contract of service in connection with his transfer to the Clearstream
supervisory bodies.
At the regular meeting held on 23 September 2015, we resolved, after intensive consultation,
the revision of the remuneration system for the Executive Board, which is the most important instrument
for the implementation of the company's growth programme. We also resolved the transformation
of Deutsche Börse AG into Deutsche Börse SE, including the respective change of legal form. We
approved the long-term financing of the acquisition of 360T by issuing one or several bonds. The
Executive Board informed us on new regulatory requirements by presenting a compliance report, and
explained the corresponding measures taken in the compliance area. Furthermore, we discussed
the annual efficiency audit in accordance with section 5.6 of the German Corporate Governance Code
and resolved that the audit shall be performed internally. We also resolved a guideline for the reim-
bursement of Supervisory Board members' travel expenses.
At the strategy workshop held on 20 November 2015, we addressed the views of a selected analyst
at Deutsche Börse Group. In addition, the Executive Board informed us on the implementation status
of the Accelerate programme, the development of 360T Beteiligungs GmbH as well as Clearstream's
business strategy.
■ Discussion of the Group-wide talent management and the succession planning for different
executive levels
■ Personnel matters: preparation of a recommendation to the Supervisory Board for the re-appointment
of Jeffrey Tessler as a member of the Executive Board; approval of the assumption of a FICC Markets
Standards Board mandate by Carsten Kengeter; approval of the re-election of Andreas Preuss as
a member of the Board of Directors of the World Federation of Exchanges (WFE); approval of the
assumption of a Board of Directors mandate at Kuehne + Nagel International AG by Hauke Stars
▪ Preparation of a proposal for the restructuring and election of members of the Supervisory Board's
committees after the Annual General Meeting 2015
■ New remuneration system for the Executive Board: development and discussion of a decision template
for the Supervisory Board; development of a decision template for the adjustment of the contracts of
service of Executive Board members in accordance with the new remuneration system to be used for
Supervisory Board resolutions
■ Executive Board remuneration: discussion of the degree to which the members of the Executive Board
have achieved their targets; determination of the variable cash component for 2014; calculation of the
target consolidated net income for 2015 as the basis for determining the variable cash component for
members of the Executive Board; preliminary discussion of the degree to which individual members
of the Executive Board have achieved/may achieve their targets for 2015; determination of the CEO
targets for 2015; adoption of the individual targets for the members of the Executive Board for 2016;
discussion of the remuneration report; review of the appropriateness of the Executive Board remune-
ration and of their pensionable income
Personnel Committee (seven meetings in the year under review)
Preparation of the election by the Annual General Meeting in 2016 of the shareholder representatives
on the Supervisory Board of Deutsche Börse SE (formation pending) with the support of an external
consultant
Preparation of the election by the Annual General Meeting in 2015 of the shareholder representatives
on the Supervisory Board with the support of an external consultant
Nomination Committee (six meetings in the year under review)
Deutsche Börse Group financial report 2015
14
13
Preparation of the Supervisory Board's resolution on the corporate governance report and the remu-
neration report as well as on the corporate governance declaration in accordance with section 289a
of the HGB and the declaration of conformity in accordance with section 161 of the AktG
"
■ Discussion and definition of the Audit Committee's tasks
Discussion of Deutsche Börse Group's dividend and budget
5
■ Auditor: obtaining the statement of independence from the auditor, issue of the engagement letter
to the auditor and preparation of the Supervisory Board's proposal to the Annual General Meeting
regarding the election of the auditors; agreement on the auditor's fee and definition of the areas of
emphasis for the audit
Accounting: examination, in the presence of the auditors, of the annual financial statements of
Deutsche Börse AG and of the Group, of the combined management report and the audit report,
as well as of the half-yearly financial report and the quarterly interim reports
■ Discussion of financial issues, in particular capital management
Audit Committee (six meetings in the year under review)
The committees dealt with the following issues in particular:
The Supervisory Board had a total of seven committees in the year under review until the Annual
General Meeting held on 13 May 2015. Since that date, the Supervisory Board has six committees,
given that the Interim Risk Management Roadmap Committee was dissolved at the end of the 2015 AGM.
The committees are primarily responsible for preparing the decisions to be taken by and topics to be
discussed in the plenary meetings. Additionally, the Supervisory Board has delegated individual decision-
making powers to the committees, to the extent that this is legally permissible. The individual committee
chairs provide detailed reports of the work of their committees 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 duties 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 Handelsgesetzbuch (HGB, German Commercial Code).
Work of the committees
At the regular meeting held on 1 December 2015, we addressed the Group-wide innovation culture
and strategy, and discussed Deutsche Börse Group's risk management. We initially discussed the
innovation culture and strategy of the Group. In addition, we addressed Eurex Clearing AG's capital
structure and dealt with Deutsche Börse Group's investments. Based on the Personnel Committee's
recommendations, we resolved adjustments to the Executive Board members' contracts of service in
accordance with the new remuneration system. Furthermore, we discussed the results of our annual
efficiency audit in accordance with section 5.6 of the German Corporate Governance Code and discussed
and adopted the 2016 budget. We also approved an amendment to the Supervisory Board's bylaws,
according to which the length of membership on the Supervisory Board follows section 5.4.1 (2) of the
German Corporate Governance Code. We also resolved the declaration of conformity in accordance
with section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) for the 2015 reporting
period. The declaration of conformity is available at www.deutsche-boerse.com/declconformity.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
90
18
■ Internal control systems: discussion of questions regarding risk management, compliance as well
as the internal control and auditing system, discussion of the methods and systems used and their
efficiency, adequacy and effectiveness
Johannes Witt
Monica Mächler
100
5
5
David Krell (until 13 May 2015)
87
13
15
Craig Heimark
57
4
7
Richard M. Hayden (until 13 May 2015)
83
10
12
Hans-Peter Gabe
17
17
Marion Fornoff
100
20
20
Karl-Heinz Flöther
20
16
16
100
Friedrich Merz (until 13 May 2015)
60
100
3
5
Martin Ulrici (until 13 May 2015)
14
14
Jutta Stuhlfauth
95
18
19
Erhard Schipporeit
100
25
100
8
75
Thomas Neiße (until 13 May 2015)
6
5
5
Heinz-Joachim Neubürger († 5 February 2015)2)
Gerhard Roggemann
25
100
Offsetting financial assets and liabilities
They are generally recognised at the trade date. Purchases and sales of equities via the central counter-
party Eurex Clearing AG are recognised at the settlement date.
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 relate primarily to interest-bearing liabilities, other liabilities, liabilities from banking
business, financial instruments held by central counterparties, cash deposits by market participants as
well as trade payables. They are recognised when a Group company becomes a party to the instrument.
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 and accounted for using 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
Financial liabilities measured at fair value through profit and loss
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 effectiveness can be measured.
Derivatives and hedges
Derivatives are used to hedge interest rate risk or currency risk. All derivatives are carried at their fair values.
Cash flow hedges
The portion of the gain or loss on the hedging instrument determined to be highly effective is recognised
in other comprehensive income. This gain or loss ultimately adjusts the value of the hedged cash flow, i.e.
the gain or loss on the hedging instrument is recognised in profit or loss when the hedged item is rec-
ognised 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.
Fair value hedges
Financial liabilities
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
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.
In the case of available-for-sale financial assets, the impairment loss is calculated as the difference be-
tween 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. An impairment loss recognised on debt instru-
ments may only be reversed in a subsequent period if the reason for the original impairment no longer
applies.
Realised gains and losses are generally recognised in "financial income" or "financial expense". Interest
income in connection with debt instruments in the banking business is recognised in the consolidated
income statement in "net interest income from banking business" using the effective interest rate method.
Other realised gains and losses are recognised in the consolidated income statement in “other operating
income" and "other operating expenses".
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.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
The effective portion of the gain or loss from a hedging transaction that is designated as a highly effec-
tive hedge is recognised in other comprehensive income. 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.
191
Basis of preparation
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" or "assets held for trading" categories. These assets comprise
debt and equity investments recognised as “other equity investments” and “other financial instruments", as
well as debt instruments recognised as current and non-current receivables and securities from bank-
ing business.
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 losses
and effects of exchange rates on monetary items are excluded from this general principle and are recog-
nised in profit or loss.
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.
If debt instruments in the banking business are hedged items in fair value hedges, the changes in fair
value resulting from the hedged risk are recognised in profit or loss.
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 party to the transaction (transitory items). In these transactions, the securities bor-
rowed 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 reporting
date to establish whether there are any indications of impairment.
192
Deutsche Börse Group financial report 2015
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. In the case of equity instruments, the assessment also takes into account the duration and the
amount of the impairment compared with cost. If the decline in value amounts to at least 20 per cent
of cost and lasts for at least nine months, or if the decline is at least 15 per cent of cost and lasts for at
least six months, Deutsche Börse Group takes this to be evidence of impairment. Impairment is assumed
in the case of debt instruments if there is a significant decline in the issuer's credit quality.
The amount of an impairment loss for a financial asset measured at cost (unlisted equity instruments)
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.
Derivatives that are not part of a hedging relationship
Non-current assets held-for-sale
193
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 recognised in other comprehensive income. The
transaction costs directly attributable to the acquisition of treasury shares are accounted for as a deduc-
tion from share-holders' equity (net of any related income tax benefit).
Other current assets
Receivables and other assets are carried at their nominal amount. Adequate valuation allowances take
account of identifiable risks.
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.
196
Deutsche Börse Group financial report 2015
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 using pension funds and
similar pension institutions, as well as on the basis of 401(k) plans. In addition, contributions are paid
to the statutory pension insurance scheme. The level of contributions is normally determined in relation
to income. As a rule, 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 in several countries. In addition, the em-
ployer pays contributions to employees' private pension 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 is deducted from the
present value of pension obligations, reflecting the asset ceiling rules if there are any excess plan assets.
This results in the net defined benefit liability or asset. Net interest expense for the financial year is calcu-
lated 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, on principal, based on a discount rate of 2.20 per cent, which is determined according to the
Towers Watson "Global Rate: 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 and 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 in the revaluation surplus.
Other long-term benefits for employees and members of executive boards (total disability pension,
transitional payments and surviving dependants' 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.
Restricted bank balances mainly include cash deposits by market participants that are invested largely
overnight, mainly in the form of reverse repurchase agreements with banks.
Treasury shares
Gains or losses on derivative instruments that are not part of a highly effective hedging relationship are
recognised immediately in the consolidated income statement.
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default accord-
ing to the underlying contract.
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems is the
determination of the overall risk per clearing member (margin) to be covered by cash or securities col-
lateral. Losses calculated on the basis of current prices and potential future price risks are covered up
to the date of the next collateral payment.
194
Deutsche Börse Group financial report 2015
Financial instruments held by central counterparties
European Commodity Clearing AG, Eurex Clearing AG, APX Clearing B.V. and APX Commodities Ltd. act
as central counterparties.
"
European Commodity Clearing AG, APX Clearing B.V. and APX Commodities Ltd. guarantee the
settlement of spot and derivatives transactions at the trading venues of the EEX group and the con-
nected partner exchanges.
■ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on the
Eurex exchanges (Eurex Deutschland and Eurex Zürich AG). 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. Eurex Clearing AG also guarantees
the settlement of off-order book trades entered for clearing in the trading systems of the Eurex ex-
changes, Eurex Bonds, Eurex Repo, the Frankfurt Stock Exchange and the Irish Stock Exchange.
In addition, Eurex Clearing AG clears OTC interest rate derivatives and securities lending transactions,
where these meet the specified novation criteria.
The transactions of the clearing houses are only executed between the respective clearing house and
a clearing member.
In accordance with IAS 39, purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date.
For products that are marked to market (futures, options on futures as well as OTC interest-rate deriva-
tives), the clearing houses recognise gains and losses on open positions of clearing members on each
exchange day. By means of the variation margin, profits and losses on open 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 and OTC interest rate derivatives 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 transac-
tions and from cash-collateralised securities lending transactions are classified as held for trading and
carried at fair value. Receivables and liabilities from variation margins and cash collateral that is deter-
mined on the reporting date and only paid on the following day are carried at their nominal amount.
The "financial instruments held by central counterparties" are reported as non-current if the remaining
maturity of the underlying transactions exceeds twelve months at the reporting date.
195
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
The fair values recognised in the consolidated balance sheet are based on daily settlement prices.
These are calculated and published by the clearinghouse in accordance with the rules set out in
the contract specifications (see also the clearing conditions of the respective clearing house).
Cash or securities collateral held by central counterparties
In addition to these daily collateral payments, each clearing member must make contributions to the
respective clearing fund (for further details, see the risk report in the combined management report).
Cash collateral is reported in the consolidated balance sheet under "cash deposits by market participants"
and the corresponding amounts under "restricted bank balances".
Cash and cash equivalents comprise cash on hand and demand deposits as well as financial assets that
are readily convertible to cash. They are subject to only minor changes in value. Cash and cash equiva-
lents are measured at amortised cost.
Recognition of financial assets
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 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 con-
tained in "net interest income from banking business" if they relate to banking business, or in “finan-
cial income" and "financial expense".
Other
Exchange licences
indefinite
Trade names
10 years
indefinite
Member and
customer relationships
30 years
12 years
Miscellaneous
intangible assets
2 to 12 years
3 to 5 years
indefinite
indefinite
16 years
20 years
8 years
indefinite
indefinite
5 years, indefinite
23 years
8 to 21 years
2 to 20 years
Since the exchange licences mentioned above have no time limit on their validity and, in addition,
there is an intention to maintain the licences as part of the general business strategies, an indefinite
useful life is assumed. Moreover, it is assumed that the trade name of STOXX, certain trade names of
360T as well as certain registered trade names of EEX group have also an indefinite useful life. These
umbrella brands benefit from strong brand awareness and are used in the course of operating activities,
so there are no indications that their useful life is limited.
360T
CGSS
EEX
STOXX
Cash and cash equivalents
Executive and Supervisory Boards | Management report | Governance | Financial statements
Useful life of software
Asset
Standard software
Purchased custom software
Internally developed custom software
Notes
187
Basis of preparation
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 a minimum at the
end of each financial year. If the expected useful life of an asset differs from previous estimates, the amor-
tisation 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, which are almost only acquired in the course of business combi-
nations, corresponds to the acquisition date fair value. Assets with a finite useful life are amortised using
the straight-line method over their expected useful life. Assets with an indefinite useful life are tested for
impairment at least once a year.
Useful life of other intangible assets classified by business combinations
Amortisation
period
188
ISE
Property, plant and equipment
The fair value of a financial instrument is measured using quoted market prices, if available. If no quoted
market prices are available, observable market prices, for example for interest rates or exchange rates,
are used. This observable market information is then used as inputs for financial valuation techniques,
e.g. option pricing models or discounted cash flow models. In isolated instances, fair value is determined
exclusively on the basis of internal valuation models.
Financial investments
Financial investments comprise investments in associates and joint ventures as well as financial assets.
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement.
Financial assets
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
held by central counterparties, receivables and other assets as well as bank balances.
189
190
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. If they are settled
within one year, they are allocated to current assets. All other financial assets are allocated to non-
current assets.
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 reporting period. In addition, the Group did not exer-
cise the "fair value option" to designate financial assets at fair value through profit and loss. 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 held by
central counterparties are measured at fair value through profit or loss.
If they result from banking business, realised and unrealised gains and losses are immediately recog-
nised in the consolidated income statement as "other operating income", "net interest income from
banking business” and “other operating expenses” or, if incurred outside the banking business, as “fi-
nancial income" and "financial expenses".
Deutsche Börse Group financial report 2015
Loans and receivables
Fair value measurement
A review is conducted at every reporting date to establish whether there are any indications that an im-
pairment loss recognised on non-current assets (excluding goodwill) in prior periods 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 prior periods. Impairment losses on goodwill are not reversed.
Deutsche Börse Group financial report 2015
Notes
Basis of preparation
Useful life of property, plant and equipment
Goodwill is allocated to identifiable groups of assets (cash-generating units) or groups of cash-generating
units that create synergies from the relevant acquisition. Irrespective of any indications of impairment,
these items must be tested for impairment at least annually at the lowest level at which Deutsche Börse
Group monitors the respective 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 that 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.
Asset
Computer hardware
Office equipment
Leasehold improvements
Depreciable items of property, plant and equipment are 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
overheads. No borrowing costs were recognised in the reporting period as they could not be directly allo-
cated to any particular development project.
Depreciation period
3 to 5 years
Repair and maintenance costs are expensed as incurred.
5 to 25 years
based on lease term
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 asset in question can be reliably determined, expenditure
subsequent to acquisition is added to the carrying amount of the asset as incurred. The carrying amounts
of any parts of an 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 reporting date, the Group as-
sesses whether there are any indications that an asset may be impaired. If this is the case, the 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.
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing
use of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be deter-
mined for an asset, the recoverable amount of the cash-generating unit to which the asset can be allo-
cated is determined.
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 at least once a year. If the estimated re-
coverable amount is lower than the carrying amount, an impairment loss is recognised and the net car-
rying amount of the asset is reduced to its estimated recoverable amount.
Executive and Supervisory Boards | Management report | Governance | Financial statements
59.1
-360.7
-429.6
23.1
54.2
23.6
0
-12.9
-13.1
2,367.4
€m
204
Deutsche Börse Group financial report 2015
Composition of net interest income from banking business
2014
2015
(restated)
€m
34.6
2,047.8
31.2
2,047.8
2,367.4
-10.4
-488.7
Loans and receivables
117.9
108.2
1.1
1.0
-11.9
103.2
90.4
0.6
0
-414.9
0
34.0
33.1
8.1
3.5
-45.0
-39.7
411.0
380.5
36.7
36.0
0
Financial liabilities measured at amortised cost
23.1
-7.2
5.6
2.7
4.1
0
0
0.4
0.2
0.8
0.9
17.8
1.9
12.3
-3.9
For details of rental income from subleases see ☑note 38.
Miscellaneous other operating income includes income from cooperation agreements and from training
as well as valuation adjustments.
Volume-related costs comprise partial or advance services that Deutsche Börse Group purchases from
third parties, and which it markets as part of its own value chain. They indirectly depend on the devel-
opment of volume trends and sales revenue.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated income
statement disclosures
5. Staff costs
Composition of staff costs
Wages and salaries
Social security contributions, retirement and other benefits
23.6
-3.0
€m
2014
2.7
5.5
Available-for-sale financial assets
Financial assets or liabilities measured at fair value through profit or loss:
14.3
9.3
Interest income
2.0
-1.2
Interest expense
€m
50.6
Total
Composition of other operating income
Income from exchange rate differences
Income from impaired receivables
Income from settlement of put options
Income from agency agreements
Rental income from subleases
Miscellaneous
Total
2015
37.6
-5.3
-122.9
3.9
-3.2
105.3
78.5
14.2
17.2
-214.2
-168.1
1,025.2
807.4
0
-2.8
0.5
-24.8
120.7
100.4
0
0.1
-6.9
-6.3
34.4
29.9
6.8
-25.8
8.3
16.2
0
Total
-10.1
165.9
64.1
0
0
0
0
27.8
37.5
11.2
0
0
-3.4
-3.2
36.3
34.3
0
0
-0.1
0
15.7
-15.7
0.6
-0.4
29.7
0
0
34.1
32.8
7.6
6.4
-25.2
-18.2
120.5
120.3
0
7.6
-196.4
-175.4
746.4
698.0
2.5
1.9
-27.8
-25.4
155.9
148.8
6.4
-0.6
0
67.7
31.6
6.8
8.9
-33.1
-31.7
184.8
161.9
0
0
-110.4
64.5
387.2
0
0
-15.4
-13.1
136.9
125.0
0
0
-32.9
-33.7
355.4
2015
€m
4.1
€m
15.0
17.6
0.6
0
0.6
0
18.3
17.5
11.0
6.3
96.3
47.9
43.0
Xetra
Trading plattform T7 for Xetra/Eurex
0.4
0.8
0.2
0
1.0
1.4
46.2
33.6
2.2
3.6
Eurex
Trading plattform T7 for Xetra/Eurex
Eurex Clearing Prisma
Trading platform ISE
EEX-Software
EurexOTC Clear
360T
Other Eurex software
5.4
12.3
0
3.2
24.4
24.3
10.3
6.1
7.1
6.0
4.2
5.3
6.9
2.2
5.5
0
CCP releases
Other Xetra software
2.0
1.6
0.7
100.2
101.8
49.2
43.9
Market Data + Services
Research expense
Total
3.4
6.4
0.3
2.5
2.3
0
0
209.3
221.7
98.6
87.2
1.0
1.1
€m
Investment funds
10.4
2.5
2.8
0.2
0
3.9
5.0
0.4
0
Clearstream
Collateral Management and Settlement
5.8
48.3
20.5
26.9
Custody
27.3
16.2
16.7
10.5
Connectivity
21.2
21.5
62.1
€m
€m
2014
27.3
25.2
Advertising and marketing costs
21.8
23.8
Insurance premiums, contributions and fees
17.4
13.8
Non-wage labour costs and voluntary social benefits
16.4
Travel, entertainment and corporate hospitality expenses
15.0
5.5
5.4
Cost of agency agreements
4.0
5.7
Cost of exchange rate differences
3.6
3.0
Miscellaneous
16.7
Supervisory Board remuneration
11.8
47.8
Non-recoverable input tax
517.0
394.7
123.7
77.7
640.7
472.4
Staff costs include costs of €61.1 million (2014: €11.7 million) recognised in connection with efficiency
programmes as well as costs of €41.4 million (2014: nil) for newly consolidated companies. The re-
maining increase is due to a rise in the number of employees (also see ☑ note 43), the remuneration of
the executive board and higher pay-out of bonuses.
6. Other operating expenses
Composition of other operating expenses
2015
43.4
2014
€m
Costs for IT services providers and other consulting services
258.0
203.9
IT costs
104.6
91.2
Premises expenses
72.5
71.0
€m
2014
Total
517.6
1.4
1.3
1.1
0.6
0.6
0.3
0.6
0.5
0.4
0.3
0.8
6.2
5.1
3.2
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
Total expense for
software development
of which capitalised
2015
€m
2014
2015
3.5
591.2
1.3
2.7
Costs for IT service 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. Increased
costs for IT services and other consulting services amounting to €54.1 million related to business
combinations and acquisitions and criminal investigations against Clearstream.
205
206
Deutsche Börse Group financial report 2015
Composition of fees paid to the auditor
Statutory audits
Other assurance or valuation services
Tax advisory services
Other services
Total
1.3
2015
Total
Germany
Total
Germany
€m
€m
€m
€m
3.2
1.6
2014
2.7
108.5
Eurex
138.1
0
0
Global Securities Financing
100.6
98.2
0
0
Net interest income
0
0
34.1
32.8
Other assets
152.3
138.1
0
0
901.1
834.2
34.1
32.8
Market Data + Services
Information
181.2
172.3
0
0
Tools
119.3
132.1
111.6
Transaction fees
0
18.3
4.6
1,208.7
953.5
16.5
4.8
Xetra
Trading²)
146.5
124.7
0
0
Clearing and settlement fees
41.3
0
36.1
0
Other assets
23.3
23.9
0
0
211.1
184.7
0
0
Clearstream
Custody fees
510.1
465.8
0
0
0
Index
Volume-related costs
୮
2014
2015
2014
€m
€m
€m
€m
Net revenue
2015
2014
€m
€m
2015
0
-35.6
-34.4
402.7
344.8
0
0
−1.1
-1.1
183.3
165.2
0.3
0
-155.5
-116.1
0
Other operating income
203
Consolidated income
statement disclosures
114.0
99.7
0
0
Market Solutions
33.4
33.1
0
0
447.9
416.7
0
0
Total
Consolidation of internal net revenue
Group
2,768.8
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
2) Revenues from FX derivatives consist of revenues from 360T Beteiligungs GmbH that was initially consolidated as at 15 October 2015.
1) As part of the introduction of an interest rate-driven cash colleteral placement fees, net interest income of the central counterparties is reported in the net interest
income from banking income (previously financial result), prior-year figures have been adjusted accordingly.
37.6
50.6
2,347.8
60.9
2,722.8
0
-41.3
-46.0
37.6
50.6
2,389.1
0
78.6
Other assets
0
200
Deutsche Börse Group financial report 2015
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
reporting period. Resulting exchange differences are recognised directly in “accumulated profit". When
the relevant subsidiary is sold, these exchange rate differences are recognised in net profit for the period
attributable to shareholders of the parent company 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
Singapore dollar
British pound
CHF
Average rate Average rate
2015
1.0644
2014
1.2131
Closing price as
at 31 Dec 2015
1.0818
operation are recognised directly in "accumulated profit".
Closing price as
at 31 Dec 2014
1.2029
1.1046
1.3210
1.0924
1.2156
CZK
SGD
GBP(£)
27.2792
1.5220
0.7244
27.5561
27.0250
27.7333
1.6762
1.5430
1.6058
0.8026
USD (US$)
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 reporting date,
monetary balance sheet items in foreign currency are measured at the exchange rate at the reporting
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 exchange rate prevailing at the valuation date. Exchange rate differences are recorded as other operat-
ing 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
Currency translation
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".
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date.
A restructuring provision is only recognised when an entity has a detailed formal plan for the restruc-
turing and has raised a valid expectation in those affected that the restructuring measures will be im-
plemented, for example by starting to implement that plan or by announcing its main features to those
affected by it.
Contingent liabilities are not recognised, but are rather 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, the Stock Bonus Plan (SBP), the Co-Performance
Investment Plan (CPIP) and the Long-term Sustainable Instrument (LSI), 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 or equity instruments for certain tranches. 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.
Regarding the 2015 tranche, cash settlement has been agreed upon. 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
consolidated income statement. Any right to payment of a stock bonus only vests after the expiration of the
service or performance period of three or four years on which the plan is based.
A separate variable share-based payment has been agreed for Deutsche Börse AG's Executive Board
from financial year 2010 to 2015. 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
component. The calculation of the 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 March 2016, for the 2013 to 2015 tranches, given the introduction of a new
remuneration system as from 1 January 2016. The disbursement price is determined on the basis of
Deutsche Börse AG's average share price during the two last calendar months prior to expiry of the ad-
justed performance period, which ended on 31 December 2015. Members of the Executive Board are
obliged to invest payments made from the 2014 and 2015 tranches into Deutsche Börse AG shares ac-
cording to the new remuneration scheme.
198
Deutsche Börse Group financial report 2015
In the year under review, a new remuneration program (Co-Performance Investment Plan, CPIP) was
introduced, and the CEO was offered a one-time participation. The appropriate number of phantom shares
is calculated based on the number of shares granted and the increase of Deutsche Börse AG's consolidat-
ed net income, as well as 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
constituents. The shares are subject to a performance period of five years. The subsequent payment of the
stock bonus will be settled in cash.
Long-term Sustainable Instrument (LSI)
In order to meet regulatory requirements, the LSI for risk takers (employees whose professional activities
have a material impact on the operations of institutions) was introduced in the financial year 2014. LSI
shares are generally settled in cash. Regarding the 2014 tranche, the respective companies have the
option to fulfil their obligations by delivering shares of Deutsche Börse AG. Regarding the 2015 tranche,
cash settlement has been agreed upon as mode of settlement. Deutsche Börse Group thus measures the
LSI shares as cash-settled share-based payment transactions. The options are measured using an option
pricing model (fair value measurement). Any right to payment of a stock bonus only vests after the expi-
ration of the one-year service period on which the plan is based, taking certain waiting periods into
account.
Intra-Group assets and liabilities are eliminated. Income arising from intragroup transactions is eliminated
against the corresponding expenses. Profits or losses arising from deliveries of intra-Group goods and
services, as well as dividends distributed within the Group, are eliminated. Deferred taxes for consolida-
tion adjustments are recognised where these are expected to reverse in subsequent years.
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 acquisition
date fair values. 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 ac-
cumulated impairment losses.
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are included
in the consolidated financial statements. Deutsche Börse Group controls a company if it is exposed to va-
riable 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.
Consolidation
Expenses incurred in connection with operating leases are recognised as an expense on a straight-line
basis over the lease term.
Leased assets and the associated liabilities are recognised at the lower of the fair value and 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.
0.7366
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
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.
Leases
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 unused tax loss carryforwards
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 cur-
rent tax liabilities exists and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same taxation authority.
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled.
Deferred tax assets and liabilities
199
88.2
0.7806
Key sources of estimation uncertainty and management judgements
0
0
184.4
166.2
0
0
US options (ISE)
243.4
199.1
0
0
Basis of preparation
180.7
73.1
379.2
-1.8
Repurchase agreements
27.8
37.5
0
0
Equity derivatives
39.7
37.5
0
0
FX derivatives²)
15.8
0
0
0.2
438.3
Interest rate derivatives
Equity index derivatives
The application of accounting policies, the presentation of assets and liabilities, and the 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 sub-
sequent periods, where necessary.
Impairment
Deutsche Börse Group tests goodwill as well as intangible assets with indefinite useful lives for impairment
and intangible assets not yet available for use 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 with a time horizon of normally three to five years. These
plans in turn contain projections of the future financial performance of the assets and cash-generating
units. If their actual financial performance fails to meet these expectations, corresponding adjustments
may be necessary. For further information on the effects of changes in the discount rate and further as-
sumptions, please see ☑ note 11.
201
Commodity derivatives
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
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
The companies of Deutsche Börse Group 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 outflow
will occur and the estimation of the potential amount. As the outcome of litigation is usually uncertain,
the judgement is reviewed continuously. For further information on other risks please see ☑ note 37.
Group Share Plan, Stock Bonus Plan and Long-term Sustainable Instrument
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
The probability of utilisation applied when recognising provisions for expected losses from rental agree-
ments is estimated (see note 24). When recognising personnel-related restructuring provisions, certain
assumptions were made, for example with regard to the fluctuation rate, the discount rate and salary
trends. Adjustments may be necessary if the actual values were to deviate from these assumptions,
adjustments may be necessary.
€m
2014
2015
€m
Net interest income from banking
business¹)
€m
€m
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.
2014
Sales revenue
Composition of net revenue
4. Net revenue
Consolidated income statement disclosures
Deutsche Börse Group financial report 2015
202
2015
83.0
197
Historical cost as at
1,356.3
Other intangible assets are divided into the following categories:
Changes in other intangible assets by category
Member and
Exchange
licences
€m
Trade
names
€m
customer
relationships
Miscellaneous
intangible
assets
Total
€m
126.0
€m
Balance as at 1 Jan 2015
122.9
428.3
421.8
7.2
980.2
Acquisitions through business combinations
0.2
27.8
331.3
0.3
359.6
€m
438.5
67.2
250.1
8.2
0
EPEX Spot SE¹
€m
2014
2015
€m
Equity method-accounted result of associates and joint ventures
Composition of net income from equity investments
8. Net income from equity investments
207
Consolidated income
statement disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
-4.7
-3.1
-7.3
-33.3
Exchange rate differences
49.7
0
0
0
0
0.1
49.8
Balance as at 31 Dec 2015
474.5
0
Amortisation
0
-1.0
-31.0
International Securities Exchange
1,161.3
0
0
0
0
Clearstream
360T group"
0
1,063.8
0
0
0
47.3
292.5
189.2
0
European Energy Exchange
0
0
0
0
33.3
STOXX
0
0
0
€m
The Options Clearing Corporation
EEX
€m
-1.3
-33.3
Exchange rate differences
13.8
0.4
35.4
0.2
49.8
Balance as at 31 Dec 2015
136.9
455.5
757.5
6.4
1,356.3
Within the business combinations with Powernext SA and the EPEX Spot group (effective 1 January
2015), APX Holding group (effective 4 May 2015), and 360T group (effective 15 October 2015),
Deutsche Börse Group also acquired other intangible assets besides goodwill. For details concerning
their carrying amount at the time of acquisition as well as their useful lives, please refer to the tables in
note 2 and > note 3.
An impairment test is carried out, at least annually, concerning goodwill and certain other intangible
assets with an indefinite useful life. Since these assets do not generate any cash inflows that are largely
independent of those from other assets, the recoverable amount is determined for the cash-generating
unit (CGU), or group of CGUs, that the respective asset is allocated to. The following table outlines the
allocation of assets to the respective CGU:
216
Deutsche Börse Group financial report 2015
Allocation of goodwill and other intangible assets with indefinite useful lifes to CGUS
Asset
(Group of) cash generating unit(s)
Goodwill
Eurex Core + ISE
€m
Clearstream
Core
€m
Eurex Core
360T
€m
0
3.1
Tradegate AG Wertpapierhandelsbank
17.5
€m
(restated)
2015
€m
2014
Composition of financial expense
Total
Interest income from receivables against associates and employees classified as "loans and receivables"
Interest on reverse repurchase agreements classified as "loans and receivables"
Income from available-for-sale securities
Other interest income on receivables against customers classified as "loans and receivables"
Interest on bank balances classified as "loans and receivables"
Other interest and similar income
Composition of financial income
7.3
9. Financial result
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
During the year under review, the company received dividends of €0.9 million (2014: €7.4 million)
from investments in associates, and €6.4 million (2014: €17.4 million) from other investments.
Net income from other investments includes US-$2.3 million in income related to the re-measurement
in connection with the loss of significant influence over Hanweck Associates, LLC, USA. For details
please refer to note 2.
Moreover, 2015 net income from associates includes €1.7 million in impairment losses recognised in
expenses, due to the unsatisfactory financial performance of Bondcube Limited, registered in England
and Wales, United Kingdom. The recoverable amount, determined on the basis of fair value less selling
costs, amounted to £1 million; this value was determined on the basis of net asset values (level 3 input
factors). The impairment, which is attributed to the Xetra segment, was recorded in the result from asso-
ciates.
Net income from associates includes €2.6 million in impairment losses (2014: €3.9 million) attribut-
able to the investment in Zimory GmbH, Berlin, Germany. An additional €1.5 million (2014: nil) in
impairment losses was incurred on the investment in Deutsche Börse Cloud Exchange AG, Eschborn,
Germany, in which Zimory GmbH holds a 50.1 per cent stake. The negative performance of the Zimory
GmbH sub-group was due in particular to the loss of a large customer. The recoverable amount was
determined on the basis of fair value less costs of disposal. It was calculated using net asset values (level
3 inputs). The impairment loss was recognised in the result from associates and is allocated to the Eurex
segment.
Deutsche Börse Group financial report 2015
208
6) Due to the change of status of European Energy Exchange AG from an associated company to a fully consolidated company since 1 January 2014, see
corporate report 2014, note 2.
5) Due to the change of status of EPEX Spost SE from an associated company to a fully consolidated company since 1 January 2015, see note 2.
4) Including impairment losses
3) Since November 2015, Hanweck Associates, LLC has no longer been carried as an associate, please refer to > note 2.
1) Since European Energy Exchange AG was fully consolidated on 1 January 2014, company is recognised as associate, see also corporate report 2014, note 2.
2) Deutsche Börse AG sold its investment stake in ID's SAS, effective 30 July 2014. Since then, the company has no longer been carried as an associat, see also
corporate report 2014, note 2.
Consolidated income
statement disclosures
2.1
0
0.8
1.3
Expenses from the unwinding of the discount on pension provisions
1.1
1.4
Other costs and interest-equivalent expenses
2.8
2.8
Interest-equivalent expenses for derivatives held as hedging instruments
6.4
6.3
Interest on taxes
42.1
49.6
Interest on non-current loans¹)
€m
€m
2014
(restated)
2015
8.8
21.2
0.1
0
0.2
0.2
1.1
0.6
0.1
78.3
0.8
Net income from equity investments
65.7
Zimory GmbH
-0.5
-5.4
Bondcube Limited
10.8
5.8
Total income from equity method measurement
1.4
0
ID's SAS 2)
0.3
0
European Market Coupling Company GmbH i.L."
n.a.
0.1
LuxCSD S.A.
0
0.2
Digital Vega FX Ltd
0.1
0.3
Deutsche Börse Commodities GmbH
0.3
0.3
Brain Trade Gesellschaft für Börsensysteme mbH
0.5
1.8
-3.2
0
-6.1
-3.1
2.7
10.66)
5.35)
2.0
-7.2
Net income from other equity investments
Net income due to transition from equity method to consolidation
Net income from associates and joint ventures
-8.8
-13.0
-0.1
0
0
-0.1
Total expenses from equity method measurement)
Digital Vega FX Ltd
Hanweck Associates, LLC³)
n.a.
-0.2
China Europe International Exchange AG
0
-0.4
R5FX Ltd
-0.7
-0.6
Global Markets Exchange Group International, LLP
-1.4
Deutsche Börse Cloud Exchange AG
2.4
0
0
71.8
51.7
n.a.
n.a.
20.8
15.5
5.0
n.a.
10.1
7.5
n.a.
n.a.
GVAS
9.6
n.a.
n.a.
6.7
10.5
2.7
3.7
In addition to event-driven impairment tests on all intangible assets, intangible assets not yet available
for use are tested for impairment at least annually. Impairment losses of €4.3 million needed to be recog-
nised in 2015 (2014: nil).
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated balance
sheet disclosures
215
Goodwill and other intangible assets from business combinations
Changes in goodwill and other intangible assets classified by business combinations
0
1CAS Custody & Portal
Single Network
MALMO
1) Preliminary allocation
The recoverable amounts of the CGUS with allocated goodwill are based either on their values in use or
on their fair value less costs of disposal, depending on the respective unit. The other value is calculated
only in cases in which one of these values (value in use or fair value less costs of disposal) does not ex-
ceed the carrying amount. Since there is no active market for the CGUs, the discounted cash flow method
is used to calculate both value in use and fair value less costs of disposal. The inputs used are Level 3
inputs in all cases.
Key assumptions used to determine the recoverable amount depend upon the respective CGU, or group
of CGUS. Individual costs of capital are determined for each CGU, or group of CGUs, for the purpose
of discounting projected cash flows. These capital costs are based on data incorporating beta factors,
4.9-6.9
Eurex Clearing Prisma Release 1.0
29.0
13.6
2.3-6.5
5.3
ISE trading platform including applications
20.7
19.2
2.0-5.0
2.0-4.3
C7 Release 3.0
13.4
1.6
n.a.
0
n.a.
Eurex Clearing Prisma Release 2.0
12.1
11.9
6.4-6.9
7.0
Clearstream
TARGET2-Securities
Miscel-
ISE
€m
Clearstream
360T
119.6
Balance as at 31 Dec 2015
1,161.3
1,063.8
529.0
33.3
32.6
78.8
2,898.8
Other intangible assets
Balance as at 1 Jan 2015
440.9
0
71.9
441.6
25.8
980.2
Acquisitions through business
combinations
0
252.2
0
0
107.4
359.6
Amortisation
-16.1
1.9
5.8
0
117.7
EEX
STOXX
€m
€m
€m
€m
laneous
€m
Total
€m
Goodwill
Balance as at 1 Jan 2015
1,043.6
1,063.8
33.3
32.6
51.7
2,225.0
Acquisitions through business
combinations
0
0
529.0
0
0
25.2
554.2
Exchange rate differences
0
Powernext/EPEX Spot group
0
0
0
0
Clearstream Fund Services
0
0
0
0
0
Need to Know News
0
0
0
0
0
Open Finance
0
0
0
0
0
Infobolsa
0
0
0
0
0
0
0
0
Börse Frankfurt Zertifikate
0
0
0
18.4
Clearstream Global Securities Services
0
0
0
0
0
Impendium
0
0
0
0
0
Market News International
0
0
0
0
APX Holding group
0
0
0
0
6.6
Kingsbury
0
0
0
APX Holding group
0
0
0
0
0.1
Trade names
STOXX
0
0
0
0
0
360T group
0
0
0
19.9
0
Powernext/EPEX Spot group
0
0
0
0
7.2
European Energy Exchange
0
0.1
0
0
0
0
Indexium
0
0
0
0
0
Exchange licences
International Securities Exchange
0
0
0
0
0
European Energy Exchange
0
0
0
0
0.3
Börse Frankfurt Zertifikate
0
0
0
0
0
Powernext/EPEX Spot group
0
Transaction costs of non-current liabilities¹)
1.1
0.8
1,359.0
2,182.0
Carrying amount as at
31 Dec 2014
36.2
184.9
2,225.0
100.2
980.2
3,526.5
Carrying amount as at
31 Dec 2015
1.6
33.8
2,898.8
152.5
1,356.3
4,633.0
1) Additions to payments on account and construction in progress in the year under review relate exclusively to internally developed software.
2) This relates exclusively to additions within the scope of (i) full consolidation of European Energy Exchange AG, and (ii) of stakes acquired in Clearstream Global
Securities Services Limited and Impendium Systems Ltd.
3) This relates primarily to additions within the scope of the business combination with 360T Beteiligungs GmbH and its subsidiaries, as well as within the scope of
first-time consolidation of Powernext SA, EPEX Spot group and APX Holding group; refer to note 2.
213
214
Deutsche Börse Group financial report 2015
Software, payments on account and construction in progress
Additions to and reclassifications of software largely concern the development of a pan-European securi-
ties settlement platform (TARGET2-Securities – T2S) within the Clearstream segment, and the develop-
ment of the risk management and clearing system (Eurex Clearing Prisma) as well as the T7 derivatives
trading platform within the Eurex segment.
191.6
10.7
599.2
211.5
0
0
33.3
102.3
Impairment losses
1.2
combinations²)
1.5
0
1.6
0
4.3
Disposals
-0.9
-0.8
0
0
0
-1.7
Exchange rate differences
0.4
3.6
0
131.5
135.5
Amortisation and impairment
losses as at 31 Dec 2015
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 2015
Payments on
Intangible assets
11. Intangible assets
Consolidated balance sheet disclosures
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
The losses can be carried forward in Germany subject to the minimum taxation rules, and in Luxem-
bourg indefinitely according to the current legal situation. Losses in other countries can be carried
forward for periods of up to 20 years.
At the end of the financial year, accumulated unused tax losses amounted to €60.6 million (2014:
€51.7 million), for which no deferred tax assets were recognised. The unused tax losses are attribu-
table to domestic losses totalling €3.8 million and to foreign tax losses totalling €56.8 million (2014:
domestic tax losses €4.0 million, foreign tax losses €47.7 million). Tax losses of €0.7 million were
utilised in 2015 (2014: €1.9 million).
To determine the expected tax expense, earnings before tax have been multiplied by the composite
tax rate of 26 per cent assumed for 2015 (2014: 26 per cent).
173.5
247.4
Income tax expense
-4.6
-1.4
Prior-period income taxes
178.1
248.8
Income tax expense arising from current year
0.9
1.6
Other
0
0
-31.5
-13.7
Tax decreases due to dividends and income from the disposal of equity investments
Exchange rate differences
Internally
52.7
account and
developed
€m
31 Dec 2014
€m
31 Dec 2015
years
31 Dec 2014
years
Eurex
Derivatives trading platform T7
29.8
31.9
Acquisitions through business
4,886.9
1,888.6
85.2
2,053.3
655.7
204.1
1 Jan 2014
Historical cost as at
Total
€m
Other
intangible
assets
€m
€m
€m
progress¹
Goodwill
software
€m
€m
software
construction in
Purchased
0
16.3
1,941.6
58.4
1.9
13.5
230.7
727.1
2,235.7
100.2
2,174.4
5,468.1
Acquisitions through business
combinations³)
0.3
1.7
15.3
0.8
359.6
930.2
Additions
13.5
7.0
0
91.6
0
112.1
Disposals
-1.0
554.2
97.6
173.1
Additions
317.8
188.2
0
124.0
4.8
0.8
Exchange rate differences
0
0
-66.7
0
65.3
1.4
Reclassifications
-12.6
0
-1.2
0
-6.6
-4.8
Disposals
102.9
0
81.2
0
6.0
15.7
-1.1
0
0
0
47.4
0
0
1,036.5
21.9
1,728.2
85.0
Disposals
-4.6
-6.6
0
0
0
-11.2
Exchange rate differences
0.4
3.4
0
0
135.8
139.6
Amortisation and impairment
losses as at 31 Dec 2014
194.5
542.2
10.7
0
1,194.2
15.7
Amortisation
Amortisation
10.7
-2.1
Reclassifications
1.0
37.7
0
-38.7
0
0
Exchange rate differences
0.8
4.8
119.6
0.2
181.3
306.7
Historical cost as at
31 Dec 2015
245.3
790.8
2,909.5
154.1
2,715.3
6,815.0
Amortisation and impairment
losses as at 1 Jan 2014
183.0
498.0
0
-0.1
Effects from changes in tax rates
-6.6
0
21.6
25.72)
Other provisions
-17.68)
0.18)
0.6
-2.8
-0.4
0
0
53.7¹)
0
56.8
pensions and other
Provisions for
€m
€m
€m
€m
€m
€m
€m
€m
€m
2014
employee benefits
-1.9
-1.7
-3.1
0
0
price allocation
from purchase
Intangible assets
0
0
7.3
7.3
0.5
-27.2
-38.33)
0
Intangible assets
0
0
-4.0
-6.2
0
0
0
2.9
9.1
liabilities
Interest-bearing
0
0
2015
2014
2015
2015
2015
€m
Total
Deferred tax (income)/expense on temporary differences
from prior periods
of the reporting period
Current income taxes:
Composition of income tax expense (main components)
10. Income tax expense
Deutsche Börse Group financial report 2015
210
209
1) Measured at amortised cost
56.7
63.6
Total
0
0.2
Interest expense from available-for-sale securities¹)
0.4
0.3
Interest on current liabilities")
0
0.3
Interest expense from negative interests¹)
0.7
0.3
Interest-equivalent expenses from revaluation of contingent considerations
2014
-396.04)
€m
226.9
2014
2015
2014
2015
comprehensive income
differences tax expense/(income)
Deferred tax liabilities
Deferred tax assets
recognised in other
Deferred
Tax expense/(income)
Exchange
rate
Composition of deferred taxes
211
Consolidated income
statement disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
The following table shows the carrying amounts of deferred tax assets and liabilities as well as the related
tax expenses recognised in profit or loss or in other comprehensive income.
Tax rates of 12.5 to 45 per cent were applied to the companies in Australia, China, the Czech Republic,
Ireland, Japan, Portugal, Singapore, Spain, Switzerland, the United Kingdom and the USA (2014: 12.5
to 45 per cent).
A tax rate of 29.2 per cent (2014: 29.2 per cent) was used for the Luxembourg companies, reflecting
trade income tax at a rate of 6.7 per cent (2014: 6.7 per cent) and corporation tax at 22.5 per cent
(2014: 22.5 per cent).
Tax rates of 28 to 32 per cent were used in the reporting period to calculate deferred taxes for the Ger-
man companies. These reflect trade income tax at multipliers of 330 to 460 per cent (2014: 280 to
460 per cent) on the trade tax base amount of 3.5 per cent (2014: 3.5 per cent), corporation tax of
15 per cent (2014: 15 per cent) and the 5.5 per cent solidarity surcharge (2014: 5.5 per cent) on
corporation tax.
The total actual tax expenses in the amount of €244.2 million include domestic tax expenses of
€180.3 million and foreign tax expenses of €63.9 million (2014: domestic tax expenses €151.5 million,
foreign tax expenses €70.8 million). The total deferred tax expenses in the amount of €3.2 million in-
clude domestic tax income of €-8.8 million and foreign tax expenses of €12.0 million (2014: domestic
tax income €-1.9 million, foreign tax income €-46.9 million).
173.5
247.4
-48.8
3.2
-4.6
-1.4
245.6
-276.45)
20.5
-15.0
3.2
11.9
-379.5
0
0
0
0
42.0
43.2
-581.3
-42.0
140.3
148.3
Total
-43.2
taxes set off
Deferred
68.6¹¹)
52.4
68.4
-48.8
3.2
11.9
64.411)
0
0
0
-85.1
-421.5
-149.5
-624.5
182.3
-48.8
191.5
68.4
1) Thereof €0.1 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG
2) Thereof €0,5 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG
3) Thereof €-3,3 million due to acquisitions from business combinations relating to the initial consolidation of 360T group
9.7
Effects of different tax rates
12.0
11.0
Tax increases due to other non-tax-deductible expenses
-55.0
-7.5
Recognition of deferred taxes in respect of unrecognised tax loss carryforwards
7.8
0.7
Tax losses utilised and loss carryforwards not recognised for tax purposes
250.5
247.1
Expected income taxes derived from earnings before tax
€m
€m
2014
2015
Reconciliation from expected to reported tax expense
Deutsche Börse Group financial report 2015
212
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.
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates as
well as gains on the disposal of subsidiaries and associates in the reporting period (2014: €0.8 million).
9) Thereof €1,1 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG
10) Thereof €4.9 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG
11) Separate disclosure in the consolidated statement of changes in equity under "accumulated profit"
8) Separate disclosure in the consolidated statement of changes in equity under "revaluation surplus"
7) €24.4 million were reclassified from "intangible assets from purchase price allocation" to investment securities
6) Thereof €5,5 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG
4) Thereof €-114,1 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG and 360T group
5) Thereof €-23.8 million due to acquisitions from business combinations relating to the initial consolidation of European Energy Exchange AG; €22.9 million were
reclassified from "non-current assets" to "intangible assets from purchase price allocation"
52.4
31 Dec 2014
Gross amounts
0
1.7
assets
Other non-current
0.78)
3.38)
3.2
1.6
3.0
-32.87)
-40.7
0
0
securities
Investment
4.9-7.0
0
0.1
-2.6
0
0
0
0.7
8.86)
Non-current assets
0
0
16.7
2.3
0
0
C
differences
Exchange rate
0
0
-69.7
22.8
-9.8
0
0
99.610)
87.79)
forward
Losses carried
0
0
0.1
-0.2
0
0
0
1.5
1.7
Other liabilities
0.78)
0.68)
0
0
0
0
-2.1
disposal
9.6 (after-tax)
6.5
1.2
costs of disposal
fair value less
EEX
-0.9
5.1
1.5
12.0 (pre-tax)
6.5
1.2
value in use
Clearstream Core
1.5
2.2
1.0
12.6 (after-tax)
6.5
1.2
value in use
Eurex Core + ISE
%
%
%
2)
costs²)
revenues
growth rate
2.0
1.5
-1.9
MD+S segment
1.7
costs of disposal
fair value less
Infobolsa
6.5
2.0
2.0
13.6 (after-tax)
6.5
1.7
costs of disposal
fair value less
Börse Frankfurt Zertifikate
10.3
Discount rate
%
24.6
13.2 (after-tax)
6.5
1.2
costs of disposal
fair value less
Fund Services
1.6
2.8
2.0
9.0 (after-tax)
6.5
1.7
costs of disposal
fair value less
2.5
6.5
premium
%
Operating
2.5
9.6 (after-tax)
6.5
1.2
disposal
costs of
fair value less
Infobolsa
2.2
1.5
2.0
12.8 (after-tax)
6.5
1.1
disposal
costs of
fair value less
Börse Frankfurt Zertifikate
8.9
11.6
2.0
6.5 12.7 (after-tax)
1.2
disposal
costs of
fair value less
Fund Services
2.4
3.9
3.1
1.9
ISE
STOXX
Net
Perpetuity
Market risk
Risk-free
interest rate
Recoverable
amount
CAGR¹)
generating unit(s)
(Group of) cash-
Key assumptions used for impairment tests in 2014
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
2) Without depreciation, amortisation and impairment losses
1) CAGR compound annual growth rate
%
3.7
2.0
9.5 (after-tax)
6.5
1.1
disposal
costs of
fair value less
0.8
1.4
2.5
14.1 (pre-tax)
6.5
2.8
value in use
10.3
9.0 (after-tax)
2.0
6.9
Acquisitions through business combinations
403.5
1.2
322.4
79.9
Historical costs as at 31 Dec 2014
4.7
0
2.8
1.9
Exchange rate differences
-40.2
0
-35.8
-4.4
Disposals
30.6
1.1
24.9
4.6
Additions
2.5
0
2.0
0.5
Acquisitions through business combinations
405.9
0.1
328.5
0.8
2.3
2.0
5.1
298.6
0
258.6
40.0
Depreciation and impairment losses as at 1 Jan 2014
441.3
0.7
350.0
90.6
Historical costs as at 31 Dec 2015
4.4
0.1
2.7
1.6
77.3
Exchange rate differences
-2.1
1.9
0.2
Reclassifications
-14.0
-2.7
-11.3
0
Disposals
42.3
2.2
32.0
8.1
Additions
0
Historical costs as at 1 Jan 2014
€m
€m
Growth rate
perpetuity
%
€m
carrying
amount
Excess of
recoverable
amount over
Potential impairment after adjustment of parameters"
ISE
Infobolsa
(Group of) cash-generating unit(s)
Sensitivity analysis
In the event of a change to said parameters (which is considered possible), the following CGUs, or
groups of CGUs, would be impaired in the following amounts:
2) Without depreciation, amortisation and impairment losses
1) CAGR compound annual growth rate
8.5
6.6
Operating
2.0
6.5
1.7
costs of disposal
fair value less
-0.2
1.1
2.5
15.3 (pre-tax)
6.5
2.5
value in use
STOXX
ISE
5.7
10.0 (after-tax)
2.0
WACC
costs²)
€m
€m
Total
progress
construction in
account and
Payments on
hardware,
operating and
office
equipment
fittings
Fixtures and
Computer
Property, plant and equipment
12. Property, plant and equipment
Deutsche Börse Group financial report 2015
Net revenue
220
2) Excluding depreciation, amortisation and impairment losses
1) Each of the sensitivity parameters shown is calculated by adjusting one parameter, assuming all other parameters within the valuation model remain constant.
Any possible correlation amongst parameters will thus remain unaccounted for.
n.a.
-0.9
n.a.
n.a.
97.4
2.2
2.8
10.5
1.2
1.4
%
%
219
Amortisation
8.5 (after-tax)
1.1
0
0
4.0
0
4.6
0
0
0
4.6
0
0
6.6
0
0
0
0
0
0
8.6
0
0
0
0
0
8.6
10.7
0
0
0
0
0
4.0
3.6
0
0
0.2
0.5
0
0
0
0
0
0.5
2.9
0
0
2.9
0
0
0
3.1
0
0
3.1
0
0
0
3.6
0
0
0
0
0
0
0
0
15.6
1,063.8
0
0
0
0
0
0
1,161.3
0
0
0
0
0
0
€m
Total
STOXX
€m
ISE
€m
€m
Infobolsa
Zertifikate
€m
€m
€m
Fund Services
MD+S segment
Börse Frankfurt
(Group) of cash generating unit(s)
sheet disclosures
Consolidated balance
0
0
0
0
0
0
0
0
15.6
0
18.4
0
0
0
0
0
0
32.6
10.7
0
0
0
0
32.6
33.3
0
0
0
0
0
0
529.0
0
0
0
0
0
0.2
3.0
1.5
11.0 (pre-tax)
6.5
1.2
value in use
Clearstream Core
3.4
6.7
1.0
9.3 (after-tax)
6.5
1.2
disposal
fair value less
costs of
Eurex Core + ISE
Operating
costs²)
%
%
%
CAGR¹)
Net revenue
Perpetuity
growth rate
Discount rate
%
Market risk
premium
%
%
Risk-free
interest rate
Recoverable
amount
generating unit(s)
(Group of) cash-
Key assumptions used for impairment tests in 2015
4.3
Eurex Core
fair value less
costs of
disposal
costs of
fair value less
MD+S segment
1.6
2.8
1.0
9.3 (after-tax)
6.5
1.1
costs of
fair value less
EEX
17.5
The following tables indicate material assumptions used for impairment tests for the years 2015
and 2014:
18.9
8.7 (after-tax)
6.5
1.2
disposal
costs of
fair value less
360T
3.7
7.1
1.0
9.3 (after-tax)
6.5
1.2
disposal
2.5
Deutsche Börse Group financial report 2015
218
217
0
0
0.1
0
0
0
0
0
0
0.2
0
0
0
0.2
0
0
0.3
0
0
0
0
0
0
136.2
0
136.2
0
0
0
0
0
6.5
0
0
borrowing costs, as well as the capital structure of the respective peer group. Pricing, trading volumes,
assets under custody, market share assumptions or general business development assumptions are
based on past experience or market research. Other key assumptions are mainly based on external fac-
tors and generally correspond to internal management planning. Significant macroeconomic indicators
include equity index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP
growth, unemployment levels and government debt. When calculating value in use, the projections are
adjusted for the effects of future restructurings and cash outflows to enhance the asset's performance
investments, if appropriate.
5.8
0
0
0
0
0
0
7.2
0
0
0
0
0
0
0
0
0
0
0
0
0
420.0
420.0
0
0
0
0
0
0.1
19.9
Notes
5.5
0
until
from
At date of
issue
€m
€m
31 Dec 2014
31 Dec 2015
€m
US$m
Term
Equivalent
Issue volume
Type
Composition of private placements
In connection with the private placements in the USA, the series A to C bonds were designated as hedges
against currency risk arising from the translation of the foreign functional currency US dollar into euros
in order to hedge the net investment in the ISE subgroup. The series A bonds matured in 2015.
Hedges of a net investment
Deutsche Börse Group financial report 2015
224
223
0
0
Cash flow hedges as at 31 December
0
8.9
0
-8.9
Amount recognised in other comprehensive income during the year
Closed-out
0
0
Cash flow hedges as at 1 January
€m
Series A
0
0
139.8
31 Dec 2014
31 Dec 2015
Foreign exchange swaps
Negative fair value
Positive fair value
Notional value
Quantity
Derivatives transactions: outstanding positions (currency swaps)
Currency swaps as at 31 December 2015 expiring in less than three months with a notional value of
€2,621.4 million (2014: €1,764.4 million) had a negative fair value of €12.4 million and a positive
fair value amounting to €23.3 million (2014: negative fair value of €0.5 million and a positive fair
value amounting to €34.4 million). These swaps were entered into to convert foreign currencies re-
ceived through the issuance of commercial paper by the banking business into euros, and to economi-
cally hedge short-term foreign currency receivables and liabilities in euros. These are reported under
"current receivables and securities from banking business" and "liabilities from banking business" in the
balance sheet (see also ☑ notes 16 and 28).
Derivatives held for trading
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.
A cumulative amount of €120.9 million (2014: €79.9 million) has been recognised in this item in other
comprehensive income. There was no ineffectiveness in the net investment hedges in 2015 and 2014.
The series B and C bonds are shown under “interest bearing liabilities".
298.3
378.4
€m
265.5
Total
10 June 2015
10 June 2018
10 June 2020
12 June 2008
12 June 2008
12 June 2008
45.4
57.6
64.1
70.0
Series C
142.7
181.0
201.4
220.0
Series B
110.2
290.0
60
2014
Changes in cash flow hedges
2,018.6
0
77.9
487.8
487.3
607.9
955.4
209.3
498.0
€m
€m
31 Dec 2014
31 Dec 2015
Total
issued by supranational issuers
issued by multilateral banks
issued by other public bodies
issued by regional or local public bodies
Fixed-income securities
Composition of receivables and securities from banking business
In the reporting period, impairment losses amounting to €5.8 million (2014: €3.9 million) were rec-
ognised for associates and joint ventures in the income statement. These impairment losses related to
unlisted equity instruments. See ☑note 8 for further details.
For details on revaluations and market price changes recognised in other comprehensive income, see
also note 20. Other equity investments include available-for-sale shares.
In connection with obtaining control over EPEX Spot SE (2014: European Energy Exchange AG) as from
1 January 2015, the shares, which had been held under shares in associates until 31 December 2014,
were remeasured and the resulting effect of €5.3 million (2014: €10.6 million) is recognised in net
income from equity investments in the financial year 2015.
As in the previous year, “other financial instruments and loans" include securities with a fair value of
€5.0 million pledged to the Industrie- und Handelskammer (IHK, the Chamber of Commerce) Frankfurt.
The investments in associates and joint ventures include interests in associates with a carrying amount
of €38.5 million (2014: €102.2 million) and interests in joint ventures with a carrying amount of
€nil (2014: €2.0 million). In financial year 2015, proportionate losses with an amount of €nil (2014:
€0.5 million) were not recognised for associates accounted for using the equity method. Indexium AG
has been consolidated since 31 July 2015; as a result, there were no unrecognised losses as at
31 December 2015 (2014: €1.6 million).
Deutsche Börse Group financial report 2015
222
221
1) Reclassified as current receivables and securities from banking business
1,305.0
Securities from banking business include financial instruments listed on a stock exchange amounting
to €2,018.6 million (2014: €1,305.0 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 items “receivables from banking business",
"liabilities from banking business” and “other current liabilities".
In 2015, Deutsche Börse AG entered into a cash flow hedge to eliminate the foreign exchange risk asso-
ciated with the purchase amount of CHF650 million to be paid in order to acquire the outstanding inter-
est in STOXX Ltd and Indexium AG. The forward transaction was designated to hedge the FX fluctuation
after having successfully negotiated the main terms of the purchase contract. The forward transaction
was settled on 31 July 2015, the date when the share purchase of STOXX Ltd. and Indexium AG was
also settled. No further cash flow hedges were entered into in 2015 and 2014.
Cash flow hedges
No financial instruments designated as fair value hedges were outstanding as at 31 December 2015 and
2014.
Fair value hedges
-6.4
-18.6
34.4
23.3
Total
-6.4
-18.6
28, 30
34.4
23.3
2015
16
Derivatives held for trading
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
€m
31 Dec 2015
€m
Liabilities
Note
Assets
Note
Derivatives (fair value)
sheet disclosures
Consolidated balance
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
short-term
28
€m
2,621.4
6.8
1,949.0
3,714.5
357.5
736.8
6,952.4
5,217.4
31 Dec 2014
€m
€m
31 Dec 2015
1) See note 14.
Forward foreign exchange transactions")
Total
Available-for-sale debt instruments
Overdrafts from settlement business
Margin calls
Money market lendings
Balances on nostro accounts
Reverse repurchase agreements
Loans to banks and customers
Composition of 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 ☑ note 13), the following receivables and securities from banking business,
attributable solely to the Clearstream subgroup, were classified as current assets as at 31 December 2015.
16. Current receivables and securities from banking business
Deutsche Börse Group financial report 2015
226
1) The collateral deposited by clearing members cannot be attributed directly to the individual transactions. For information on the composition of collateral,
see note 36.
-19,114.4
-21,413.7
44,942.4
45,874.4
378.8
18.0
339.3
10,054.3
64.1
24.5
9,616.2
656.3
656.3
64.1
237.1
52.3
419.2
11.8
€m
€m
31 Dec 2014
31 Dec 2015
Total
3 months to 1 year
Not more than 3 months
Remaining maturity of available-for-sale debt instruments
-64,056.8
All of the securities held as at 31 December 2015 and 2014 were listed and issued by sovereign or
sovereign-guaranteed issuers.
0
9,616.2
9,853.4
200.9
10,054.3
31 Dec 2014
€m
€m
31 Dec 2015
Total
3 months to 1 year
Not more than 3 months
Remaining maturity of loans to banks and customers
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 for counterparty credit
limits (see note 36).
10,307.1
10,142.9
34.6
9,616.2
-67,288.1
from options
Financial liabilities
The aggregate financial instruments held by central counterparties 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. Financial liabilities of €283.1 million (2014: €1,249.1 million) were eliminated
because of intra-Group GC Pooling transactions.
170,251.0
5,885.8
176,136.8
133,464.8
7,175.2
126,289.6
165.7
156,856.7
19,114.4
21,413.7
132.1
31 Dec 2014
€m
thereof non-current
thereof current
Total
Others
111,919.0
31 Dec 2015
€m
The following table gives an overview of the effects of offsetting the financial instruments held by
central counterparties:
Options
Composition of financial instruments held by central counterparties
15. Financial instruments held by central counterparties
Eurex Clearing AG has made support payments to some customers. The repayment of these amounts
is contingent on the satisfaction of certain criteria. Eurex Clearing AG recognises embedded derivatives
separately from the host contract. The derivatives amounting to €6.2 million (2014: €5.9 million) are
classified as held for trading and are shown under “other current liabilities".
225
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
-0.5
-12.4
€m
34.4
23.3
€m
1,764.4
Repo transactions
32.5
Gross presentation of offset financial instruments held by central counterparties")
Gross amount of offset financial
instruments
19,114.4
21,413.7
-44,942.4
-45,874.4
64,056.8
67,288.1
from options
Financial assets
-155,607.6
-111,635.9
21,830.2
23,239.4
-177,437.8
-134,875.3
Gross amount of financial
instruments
repo transactions
156,856.7
111,919.0
-21,830.2
-23,239.4
178,686.9
135,158.4
Financial assets from repo
transactions
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
€m
31 Dec 2015
€m
Net amount of financial
instruments
Financial liabilities from
34.3
2,018.6
26.2
Historical cost as at 31 Dec 2014
1.4
0
8.1
0.6
Exchange rate differences
0
-202.1¹)
12.6
-14.5
Reclassifications
0
-0.6
0
0
Addition/(reversal) premium/discount
-6.2
0
0
-1.8
Disposals
4.8
328.6
70.0
13.6
0
0
0.2
-53.0
111.9
147.5
1,301.9
29.5
2.1
6.8
7.5
0.4
Exchange rate differences
-0.3
-62.2¹)
4.0
-3.5
Reclassifications
0
-1.7
0
0
29.5
Addition/(reversal) premium/discount
0
-17.9
-0.1
Disposals
14.3
771.5
29.8
14.1
Additions
-6.4
0
0
-67.7
Acquisitions from business combinations
-5.2
Historical cost as at 31 Dec 2015
1,176.0
167.0
2.0
1.0
Exchange rate differences
-11.2
0
-11.2
0
Disposals
37.2
0
30.4
6.8
Amortisation
302.6
0
260.1
42.5
Depreciation and impairment losses as at 31 Dec 2014
3.4
0
2.1
1.3
Exchange rate differences
-39.2
0
-34.9
-4.3
Disposals
39.8
0
3.0
Depreciation and impairment losses as at 31 Dec 2015
50.3
Additions
Acquisition through business combinations
Historical cost as at 1 Jan 2014
€m
Other financial
instruments
and loans
business
€m
€m
€m
Receivables
and securities
from banking
Other equity
investments
joint ventures
Investments in
associates and
Financial assets
13. Financial investments
56.6
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements
109.7
0.7
68.7
40.3
100.9
1.2
62.3
37.4
Carrying amount as at 31 Dec 2015
Carrying amount as at 31 Dec 2014
331.6
0
281.3
Notes
55.1
170.9
2,016.3
Other fair value changes recognised in equity
-0.7
0
0
-0.3
Currency translation differences recognised in profit or loss
0
0
4.4
0.3
Currency translation differences recognised in equity
0
0
0
-1.3
Net income from equity method measurement
0
0
0
-0.9
-3.2
0
16.6
0
6.4
0
0
-6.6
-3.3
0
9.2
0
0
1,305.0
166.8
104.2
38.5
Carrying amount as at 31 Dec 2015
Carrying amount as at 31 Dec 2014
-1.5
2.3
48.5
-16.6
Revaluation as at 31 Dec 2015
0
0
-0.4
0.4
3.1
Reclassifications
0
0
-5.8
Market price changes recognised in profit or loss
0.3
-0.8
0
0
Market price changes recognised in other comprehensive income
0
0
-0.6
5.3
Other fair value changes recognised in profit or loss
-1.0
19.3
-7.7
Dividends
0
4.7
0
Currency translation differences recognised in equity
0
0
0
4.6
Net income from equity method measurement
0
0
0
-7.4
0
0.1
0
-0.3
0
0
0
-28.1
Dividends
Disposals of impairment losses
Acquisition through business combinations
-3.5
2.3
-32.7
16.4
Revaluation as at 1 Jan 2014
34.0
0
219.4
Currency translation differences recognised in profit or loss
0
Disposals of impairment losses
Acquisitions from business combinations
Revaluation as at 31 Dec 2014
0
-0.1¹)
0
1.9
Reclassifications
-0.1
0
0
-3.9
Market price changes recognised in profit or loss
0.2
-0.2
0.9
0
Market price changes recognised in other comprehensive income
0
0
46.3
10.6
Other fair value changes recognised in profit or loss
0
0
1.0
-1.3
Other fair value changes recognised in equity
0
0
0
Executive and Supervisory Boards | Management report | Governance | Financial statements
%
7.5
-1.1
Reclassifications
0
0
0
Reversal to profit or loss
0
0
0
Balance as at 31 Dec 2015 (gross)
103.7
10.8
2.4
Deferred taxes
Balance as at 1 Jan 2014
0
-0.3
-1.1
Additions
9.1
0
Fair value measurement
0
0
0
0
0
1.0
0.9
0
0
-0.2
0
0
0
0
Balance as at 31 Dec 2014 (gross)
103.7
1.7
3.5
Changes from defined benefit obligations
0
0
Solvency ratio
0
0
Reversals
103.7
1.2
2.2
Balance as at 31 Dec 2015 (net)
103.7
6.6
1.7
Accumulated profit
The "accumulated profit" item includes exchange rate differences amounting to €296.5 million (2014:
€166.9 million). €170.6 million was added due to currency translation for foreign subsidiaries in the
reporting period (2014: €171.8 million) and €41.0 million was withdrawn relating to a net investment
hedge that was used to hedge the net investment in ISE against currency risk (2014: €44.3. million).
Balance as at 31 Dec 2014 (net)
Regulatory capital requirements and regulatory capital ratios
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated balance
sheet disclosures
231
Other financial
instruments (financial
assets)
€m
Current securities from
banking business
€m
Cash flow hedges
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their ca-
pacity as credit institutions, are subject to solvency supervision by the German or Luxembourg banking
supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and Commission de
Surveillance du Secteur Financier, CSSF, respectively). The same applies to the Clearstream Holding
group at the level of the supervisory group.
2.8
1.7
103.7
0
-0.2
-0.2
Balance as at 31 Dec 2014
0
-0.5
-1.3
Additions
0
0.4
0
Reversals
0
-3.7
0
Balance as at 31 Dec 2015
0
-4.2
-0.7
Balance as at 1 Jan 2014 (net)
0.6
0.7
103.7
Reversal to profit or loss
22.5
157.1
160.1
Total EMIR capital requirements under Article 16 of EMIR
12.5
15.0
74.9
71.1
4.3
16.8
7.5
89.0
Own funds requirement for operational, credit and market risk
Other EMIR capital requirements
€m
€m
€m
€m
31 Dec 2014
31 Dec 2015
31 Dec 2014
82.2
European Commodity Clearing AG
Equity
EMIR capital adequacy ratio
Eurex Repo GmbH
Eurex Bonds GmbH
Composition of own funds/capital requirements
Deutsche Börse Group financial report 2015
236
235
Eurex Repo GmbH transfers its earnings to Eurex Frankfurt AG. To fulfill CRR requirements, Eurex Repo
GmbH already received a contribution to its capital reserve in 2014. An additional contribution were
made to the capital reserves of Eurex Repo GmbH in 2015 in order to fulfil CRR requirements, which
identify profit transfers as overheads und thus include them in the basis for capital requirements. De-
pending on the future business performance as well as changes to the regulatory requirements, further
contributions to capital may be necessary to a limited extent.
The capitalisation of Eurex Bonds GmbH significantly exceeded the CRR requirements. Due to changed
(or more precise) requirements for determining 'fixed overheads', as a basis for regulatory capital re-
quirements under technical standards promulgated by the EU Commission, requirements rose even
though total costs were virtually unchanged. Due to the profits expected to be retained in future, the
capital resources of Eurex Bonds GmbH will increase gradually in the coming years. However, if costs
remain more or less stable and the capital requirements for credit and market risk are low, the capital
requirements are expected to remain virtually unchanged.
35.1
Own contribution to default fund
42.5
264.8
-4.8
-6.0
-50.0
-50.0
39.9
48.5
289.8
314.8
239.8
Defined benefit
obligations
Eurex Clearing AG
31 Dec 2015
The capital resources of European Commodity Clearing AG are currently well above the regulatory re-
quirements. Reflecting the positive business development, both capital requirements for operational risks
as well as other capital requirements pursuant to EMIR have increased. Moreover, capital requirements
for credit and market price risks have risen year-on-year, as at the reporting date. The company's own
contribution to the default fund was also increased. European Commodity Clearing AG has responded to
the rising capital requirements by retaining its 2014 net retained profit in 2015. Similar to the other
companies, its capital resources are reviewed on an ongoing basis. Depending on future business per-
formance, and in particular on changes in the regulatory framework, the capital resources will be adjust-
ed as needed.
Clearstream Banking S.A.
24.0
20.8
1,079.7
1,197.3
359.3
460.4
Clearstream Holding group
%
353.5
%
31 Dec 2015
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
€m
€m
31 Dec 2015
୮
Fair value measurement
Reclassifications
31 Dec 2014
Capital adequacy requirements under EMIR
261.6
876.6
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
The capital requirements under Article 16 of EMIR do not stipulate a specific ratio. Instead, the total
amount of share capital, retained earnings and reserves, less certain items (including the central coun-
terparty's own contribution to the default fund), is compared with the capital requirements. This total
has to be at least equal to these requirements. In other words, EMIR requires a capital cover of at least
100 per cent. A reporting requirement to the competent authority - in this case BaFin - is triggered
when this ratio falls below 110 per cent.
28.2
28.3
289.4
314.8
82.2
998.1
89.0
19.7
19.6
248.7
278.7
101.0
113.6
Clearstream Banking AG
26.8
22.6
Eurex Clearing AG
Own funds requirements for
credit and market risk
Total
€m
All companies that are directly or indirectly (i.e. by means of EMIR requirements) subject to the CRR
capital requirements, are exempted from compliance with trading book requirements. Market risk expo-
sures consist only of a relatively small open foreign currency positions. The companies concerned uni-
formly apply the standardised approach for credit risk. As a result of the specific business of the credit
institutions and central counterparties belonging to the Group, their recognised assets are subject to
sharp fluctuations. This leads to correspondingly volatile solvency ratios at 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 requirements for
credit and market risk exposures of Eurex Clearing AG and European Commodity Clearing AG are rela-
tively stable despite volatile total assets in the course of the year.
Since 1 January 2014, the capital requirements for credit institutions have been primarily subject to the
EU-wide requirements of Regulation (EU) No 575/2013 (Capital Requirements Regulation, CRR) as well
as the supplementary national regulations implementing the EU Capital Requirements Directive
2013/36/EU (CRD IV), which implemented the "Basel III" rules into European law.
Deutsche Börse Group financial report 2015
232
The EMIR capital requirements for central counterparties are in large part based on the EU own funds
requirements for credit institutions (see below), but the detail differs both in relation to the capital com-
ponents and the capital requirement components and capital deduction items. Moreover, EMIR does not
specify any capital buffers such as those introduced by CRD IV/CRR for banks.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties under the provisions of Regulation (EU) No 648/2012 (EMIR) in 2014, these companies
have been subject to the capital requirements under Article 16 of EMIR. These requirements apply to
Eurex Clearing AG in parallel to the solvency supervision requirements applicable to credit institutions,
and the higher requirement has to be met in each case. Irrespective of its status as a specialist credit
institution according to German law, European Commodity Clearing AG is only subject to EMIR capital
requirements.
With the admission as an “Authorised Clearing House" (ACH) by the Monetary Authority of Singapore
(MAS) on 8 July 2015, Eurex Clearing Asia Pte. Ltd. has become subject to capital requirements accord-
ing to the Securities and Futures Act (Singapore) and other specific MAS requirements. However, the
majority of these requirements will only become materially effective with the commencement of opera-
tions, which is currently scheduled for 2017.
As in the previous year, Eurex Bonds GmbH and Eurex Repo GmbH are subject to specific provisions
applicable to certain investment firms under BaFin solvency supervision.
-5.3
-114.0
-4.5
0.1
1.1
-15.9
-117.1
-6.6
-0.1
0.8
29.4
To calculate the operational risk charge, Eurex Clearing AG and European Commodity Clearing AG
use the basic indicator approach, while the Clearstream companies apply the advanced measurement
approach (AMA).
Due to the specific arrangements for the two investment firms, Eurex Repo GmbH and Eurex Bonds
GmbH, no explicit own funds requirements for operational risk are determined in accordance with
Article 95 of the CRR. Instead, the total own funds requirement is determined on the basis of the higher
capital requirement amount for credit and market risk on the one hand and 25 per cent of fixed over-
heads on the other. Since the credit and market risks are low, the relevant criterion for both companies
is the capital requirement on the basis of overhead costs.
None of the Group companies subject to solvency supervision has material Tier 2 regulatory capital.
A minimum solvency ratio of 8 per cent applies in principle to the credit institutions subject to the CRR.
CRD IV introduced various capital buffers, which the supervised (credit) institutions generally have to
meet over and above the minimum solvency ratio of 8 per cent, although they may temporarily fall be-
low these levels. These buffers are being introduced in stages, depending on the economic environment
and systemic risk components Since 2014, CSSF has imposed a standard capital conservation buffer of
2.5 per cent of Tier 1 capital on all Luxembourg credit institutions; this arrangement represents a depar-
ture from the general transitional provisions of CRD IV. This means that the minimum solvency ratio is
10.5 per cent. Other than the buffer imposed by CSSF on all Luxembourg credit institutions, the Group's
regulated companies were not subject to any CRD IV capital buffers in 2015.
Own funds requirements for
operational risk
Composition of own funds requirements
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRR IV
capital buffer requirements. For this reason, Eurex Clearing AG does not currently expect the CRD IV
capital buffers to have any material impact on its capital requirements. Independently of this, the capital
resources of Eurex Clearing AG are reviewed on an ongoing basis and monitored as part of medium-term
capital planning. Further contributions to capital are planned for the coming years.
Eurex Clearing AG incorporates an appropriate share of clearing-related fees received for the account
of operating entities as a basis for calculating its regulatory capital requirements, thus addressing bank
regulators' concerns regarding appropriate cover for operational risks. The capital requirements for opera-
tional risk are calculated once a year on the basis of three-year average 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.
Deutsche Börse Group financial report 2015
234
Eurex Clearing AG's own funds requirements rose only slightly compared with the previous year, mainly
as a result of a slight structural increase in own funds requirements for credit and market risk and a
slight reduction in own funds requirements in relation to operational risk.
At present, no institution within Deutsche Börse Group has been classified as a systemically important
institution (global or otherwise), as defined by the CRD IV. Regardless of the systemic importance of
Deutsche Börse Group's institutions, in their capacity as financial market infrastructure entities, this
classification (which is in line with the “less significant" classification under the SSM Regulation) is a
consequence of the Basel III/CRD IV framework being focused on traditional banks. The systemic im-
portance of banks within Deutsche Börse Group, and of Clearstream Holding Group, on a consolidated
level is evident in the ongoing supervision, and in the way these institutions are being treated for the
purposes of recovery and resolution planning, where these institutions are treated analogously to
system-relevant banks.
■the ongoing revision of capital requirements for credit, market, and operational risks, as well as the
introduction of additional components requiring capital backing for the purposes of solvency regulation
(e.g. interest rate risks in the banking book), which are currently being prepared, or have already par-
tially been developed, by the BCBS.
-68.6
■ the introduction of minimum requirements for equity and eligible liabilities (MREL) as a result of Di-
rective 2014/59/EU.
In the medium to long term, the Clearstream Holding group expects a moderate increase in own funds
requirements to arise at supervisory group level from the CRD IV capital buffers, which are being in-
creased in stages, and from the future applicability of capital requirements based on the CSD regu-
lation. The following factors may lead to additional capital requirements in the future:
The Clearstream Holding group already responded to the increased own funds requirements in the past
by launching a programme to strengthen its capital base; this programme continued in 2015. Further
measures are planned for the coming years in the context of medium-term capital planning. In 2015,
the Group's capital base was boosted by retaining profits at different companies, as well as through
contributions to capital reserves at Clearstream Banking S.A. and Clearstream Banking AG.
The capital requirements of the Clearstream companies rose in the reporting period. This was mainly
driven by further increases in capital requirements for operational risk. The AMA model was adjusted in
some areas, thus also fine-tuning the allocation of risks among Clearstream Banking S.A. and Clear-
stream Banking AG. Moreover, new operational risks arising from the first-time consolidation of the IFS
business in Cork were accounted for; the weaker euro/US dollar exchange rate in particular led to in-
creased compliance and legal risks. Due to the fact that certain quantitative data was not yet fully avail-
able, the supervisory authorities determined that a temporary add-on (equivalent to 10 per cent of calcu-
lated capital requirements) be applied. Capital requirements for credit risks increased, particularly on the
level of Clearstream Banking AG (and hence, at Clearstream Holding group level), due to the substantial
drawdown of settlement loans by clients on the balance sheet data. Even though these claims are gener-
ally collateralised, collateral pledged in this respect is not applied when calculating capital requirements,
for reasons of simplicity
233
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
this may
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 re-
serves for unexpected events are added. In addition, buffers are taken into account that cover the recov-
ery indicators specified in the recovery plans and thus prevent recovery scenarios from being triggered
even for peak own funds and capital requirements. The own funds and capital requirements determined
in this way will be met on the basis of medium-term capital planning. As the actual own funds and cap-
ital requirements are below the expected peaks – significantly so under normal circumstances
lead to a very high solvency ratio or EMIR capital cover, especially at the closing date.
■the ongoing debate about the capital requirements for systemically important institutions (banks and
financial market infrastructures)
-8.6
-0.1
0.9
-0.3
17.6
17.6
0
0
0
26.7
25.0
3.1
0
0
-44.2
-156.5
-6.2
0.1
1.5
2.8
0
2.8
Changes from defined benefit obligations
0
Own funds requirements for credit
and market risk
-0.7
-1.4
38.9
42.5
1.7
0
-0.4
-4.6
-0.1
-0.7
0
0
-0.1
0
0
0
0
42.9
42.6
2.4
0
-0.3
0.6
Total capital requirements
31 Dec 2015
€m
0
2.7
1.1
-0.1
-9.0
-159.7
-58.8
0
0
2.7
0
3.2
0.4
-8.9
0
-0.3
0
0
8.9
0
3.2
8.9
0
0
€m
0.9
-0.1
-11.7
-93.6
2.7
0
0
0
0
-66.1
0.2
-0.2
0
0
1.9
0
0.2
0
0
-66.1
€m
0
Regulatory equity
353.5
45.7
51.3
215.9
302.2
Clearstream Banking S.A.
Clearstream Holding group
359.3
460.4
261.6
46.4
312.9
396.1
€m
€m
31 Dec 2014
31 Dec 2015
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
€m
64.3
0
Clearstream Banking AG
97.0
Own funds requirements
Regulatory capital ratios
4.3
0.6
3.0
3.7
4.5
Clearing AG
European Commodity
93.9
82.2
12.4
23.2
69.8
65.8
Eurex Clearing AG
101.0
113.6
4.0
19.7
89.0
Own funeds requirements on the
basis of fixed overheads
0.2
to be met
The Executive Board is authorised, subject to the approval of the Supervisory Board, to disapply share-
holders' pre-emptive rights to bonds with conversion or option rights to shares of Deutsche Börse AG in
the following cases: (i) to eliminate fractions, (ii) if the issue price of a bond does not fall materially short
of the theoretical fair value determined in accordance with recognised financial techniques and the total
number of shares attributable to these bonds does not exceed 10 per cent of the share capital, (iii) to
grant the holders of conversion or option rights to shares of Deutsche Börse AG options as compensation
for dilutive effects to the same extent as they would be entitled to receive after exercising these rights.
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15ff. of the Aktiengesetz (AktG, German Stock Corpo-
ration Act). Accordingly, the share capital was contingently increased by up to €19,300,000 (contingent
capital 2014). To date, the authorisation to issue convertible bonds and/or bonds with warrants has not
been exercised.
There were no further rights to subscribe for shares as at 31 December 2015 or 31 December 2014.
Revaluation surplus
The revaluation surplus results from the revaluation of securities and other current and non-current finan-
cial instruments at their fair value net of deferred taxes. This item also includes reserves from an existing
investment in an associate; these reserves were recognised in connection with the acquisition of further
shares, as the company was consolidated at that date. Actuarial gains and losses for defined benefit
obligations are also directly recognised in revaluation surplus.
229
230
Deutsche Börse Group financial report 2015
Revaluation surplus
In accordance with the resolution by the Annual General Meeting on 15 May 2014, the Executive Board
was authorised, subject to the approval of the Supervisory Board, to issue on one or more occasions in
the period up to 14 May 2019 convertible bonds and/or bonds with warrants or a combination of such
instruments in a total nominal amount of up to €2,500,000,000 with or without maturity restrictions,
and to grant the holders or creditors of these bonds conversion or option rights to new no-par value reg-
istered shares of Deutsche Börse AG with a proportionate interest in the share capital totalling up to
€19,300,000, as specified in more detail in the terms and conditions of the convertible bonds or in the
terms and conditions of the warrants attaching to the bonds with warrants.
Recognition of hidden
reserves from fair value
measurement
Securities from
banking
business (financial
assets)
€m
€m
€m
Balance as at 1 Jan 2014 (gross)
Own funds requirements
Other equity
investments (financial
assets)
Contingent capital
Consolidated balance
sheet disclosures
Notes
Authorised share
capital |
5,200,000
Date of
authorisation by
the shareholders
12 May 2011
Expiry date
11 May 2016
Authorised share
capital ||¹)
19,300,000
13 May 2015
12 May 2020
Existing shareholders' pre-emptive rights may be disapplied for
fractioning and/or may be disapplied if the share issue is:
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.
■ against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies, or
other assets.
Authorised share
capital III¹)
38,600,000
13 May 2015
12 May 2020
n.a.
Authorised share 6,000,000
capital IV
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.
1) Shares may only be issued, excluding shareholders pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding sharehold-
ers' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Eurex Bonds GmbH
Eurex Repo GmbH
Regulatory equity
Equity ratio
Regulatory equity
Equity ratio
T
31 Dec 2015
€m
31 Dec 2014
€m
0.6
n.a.
31 Dec 2015
€m
10.1
31 Dec 2014
€m
31 Dec 2015
31 Dec 2014
%
%
n.a.
1,832.0
n.a.
The regulatory minimum requirements were complied with at all times by all companies during the re-
porting period 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 2015 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial
Code), report net profit for the period of €315.9 million (2014: €423.1 million) and shareholders' equi-
ty of €2,504.0 million (2014: €2,370.3 million). In 2015, Deutsche Börse AG distributed
€386.8 million (€2.10 per eligible share) from the unappropriated surplus of the previous year.
Net profit for the period 2015 is lower than last year.
Own funds requirements
Eurex Clearing Asia Pte. Ltd.
Amount
in €
Operational risk requirements
According to MAS requirements, Eurex Clearing Asia Pte. Ltd. is required to provide own funds to cover
"operational risk requirements”, “investment risk requirements" as well as "general counterparty risk
requirements". Given the current business activities, capital requirements are based exclusively on "op-
erational risk requirements”. Furthermore, Eurex Clearing Asia Pte. Ltd. is required to notify MAS without
undue delay if the capital cover falls below 120 per cent of own funds requirements.
31 Dec 2015
31 Dec 2014
31 Dec 2015
€m
€m
€m
31 Dec 2014
€m
31 Dec 2015
%
31 Dec 2014
%
0.8
0.5
9.5
8.2
1,265.0
1,640.0
5.6
0.7
7.0
2.6
124.0
371.4
Compliance with own funds requirements
Composition of authorised share capital
16 May 2012
31 December 2015, the number of no-par value registered shares of Deutsche Börse AG in issue was
193,000,000 (31 December 2014: 193,000,000).
227
17. Changes in valuation allowance on trade receivables
As in the previous year, there were no trade receivables due after more than one year as at
31 December 2015.
Allowance account
Balance as at 1 Jan 2014
Additions
Acquisitions from business combinations
Utilisation
Reversal
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
Additions
Acquisitions from business combinations
Utilisation
Reversal
Balance as at 31 Dec 2015
€m
9.6
2.1
0.1
-0.1
-4.1
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Compliance with own funds requirements
0.7
୮
JL
31 Dec 2015
€m
31 Dec 2014
€m
31 Dec 2015
€m
31 Dec 2014
31 Dec 2015
31 Dec 2014
€m
€m
7.6
€m
0.2
0.8
0.5
0.8
0.5
0.4
0.4
5.6
0.7
5.6
0.2
1.5
Balance as at 31 Dec 2014
8.1
464.5
64.1
42.6
26.3
24.9
1.2
3.5
3.5
2.2
8.8
889.3
1.6
1.4
1.1
6.0
1,022.3
554.3
228
Deutsche Börse Group financial report 2015
19. Restricted bank balances
Amounts reported separately under liabilities as cash deposits by market participants are restricted.
Such amounts 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
with an external rating of at least AA- are accepted as collateral for the reverse repurchase agreements.
Reported restricted bank balances total €26,870 million (2014: €22,283.5 million).
20. Equity
1.7
€m
25.8
31 Dec 2014
Changes in equity are presented in the consolidated statement of changes in equity. As at
0.2
0
€m
6.3
Uncollectible receivables of €1.4 million (2014: €2.3 million) for which no valuation allowances had
been recognised in prior periods were written off in the reporting period.
18. Other current assets
Composition of other current assets
Other receivables from CCP transactions
Tax receivables (excluding income taxes)
-3.0
Interest receivable
Prepaid expenses
31 Dec 2015
Total
Creditors with debit balances
Guarantees and deposits
Miscellaneous
Claims against insurance companies
Incentive programme
21.7
-284.4
-1.4
21.7
3.0
145.6
1.6
430.0
-0.8
0.8
-0.8
0
-9.7
-0.1
8.9
9.6
0
-6.1
2.3
-0.6
-3.5
9.6
-13.1
0.5
0.8
-1.8
-6.1
-6.1
2.8
-7.0
1.9
1.9
7.7
7.7
23.9
-6.1
30.0
-0.6
-7.0
-19.5
Balance as at 1 Jan 2014
1) Thereof €0.3 million non-controlling interests
Total
€m
€m
343.6
-263.4
80.2
0.3
-0.3
Fair value of
plan assets
0
16.2
11.3
-8.8
2.5
-0.2
0
-0.2
27.3
16.2
of obligations
€m
Present value
Past service cost and gains and losses on settlements
Notes
Consolidated balance
sheet disclosures
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.
As part of adjustments to the remuneration systems to bring them into line with supervisory require-
ments (see note 39 for detailed information) contracts were adjusted for some senior executives. For
senior executives affected, whose contracts only provided for the inclusion of income received and varia-
ble remuneration over and above the upper limit of the contribution assessment (Beitragsbemessungs-
grenze) of the statutory pension insurance provisions as pensionable income to date, pensionable in-
come has now been fixed on the basis of annual income received in 2013 and will henceforth be ad-
justed annually, to reflect the increase in the cost of living, based on the consumer price index for Ger-
many published by the German Federal Statistical Office. For senior executives affected, whose capital
contributions were calculated on the basis of income received, without observing the upper limit of the
contribution assessment, an amount has been fixed which will be reviewed annually, and adjusted if ne-
cessary, by the Supervisory Board, taking changed circumstances in terms of income and purchasing
power in account.
Luxembourg
The Clearstream subgroup, based in Luxembourg, still operates separate defined benefit plans. The only
defined benefit pension plan still in operation 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. participated in a separate defined benefit pension plan until 30 September
2015. Until this day, they had been insured by a pension fund of SIX Swiss Exchange AG at PREVAS
Sammelstiftung, Zurich.
There have been a separate pension plan (basic pension plan) and a supplementary benefits plan (bo-
nus plan) for employees of STOXX Ltd. (since 1 October 2015), of Indexium AG (since 1 October 2015),
of Eurex Zürich AG (since 2012) and Eurex Global Derivatives AG (since 2012); 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 deduction). For the
bonus plan, the contributions are determined as a percentage of the bonus; it is also funded by contribu-
tions from employees and the employer. The retirement age is 65. The beneficiaries can choose between
pension payments and a one-off payment.
239
240
Deutsche Börse Group financial report 2015
The present value of defined benefit obligations can be reconciled as follows with the provisions reported
in the consolidated balance sheet:
Changes in net defined benefit obligations
-32.0
Acquisitions from business combinations
Current service cost
Interest expense/(income)
-8.8
-19.5
18.5
Return on plan assets, excluding amounts already recognised in interest income
Balance as at 31 Dec 2014
Acquisitions from business combinations
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
Acquisitions from business combinations
Tax and administration costs
Losses from changes in financial assumptions
Effect of exchange rate differences
Contributions:
Employers
Plan participants
Benefit payments
Withdrawal of plan assets
Tax and administration costs
Balance as at 31 Dec 2015
Experience gains
Benefit payments
Plan participants
Employers
-1.9
-1.9
Losses from changes in demographic assumptions
-1.3
-1.3
Losses from changes in financial assumptions
76.6
76.6
Experience gains
-7.0
-7.0
68.3
-1.9
66.4¹)
0.2
-0.1
0.1
Effect of exchange rate differences
Contributions:
Remeasurements
-32.0
Effect on defined benefit
obligation
-1.0
Increase by one year
453.4
2.4
440.8
2.5
Reduction by one year
431.7
-2.5
Life expectancy
419.3
1) Present value of the obligations using assumptions in accordance with the table "actuarial assumptions"
241
242
Deutsche Börse Group financial report 2015
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, without any consulting on the part of the trustee. The contributions are in-
vested 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 accord-
ance with the investment policy, an absolute return approach is pursued including a value preservation
mechanism; investments can be made in different asset classes.
Luxembourg
-2.5
-2.2
420.6
-2.3
Salary growth
Increase by 0.5 percentage points
455.4
2.9
441.1
2.6
Reduction by 0.5 percentage points
432.6
-2.3
416.4
-3.2
Pension growth
Increase by 0.5 percentage points
461.6
4.3
455.1
5.8
Reduction by 0.5 percentage points
432.3
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. Up to 75 per
cent of this benchmark is derived from the return on five-year German federal government bonds and up
to 25 per cent from the return on the EURO STOXX 50 Index. According to the investment policy, the
fund may only invest in fixed-income and variable-rate securities, as well as listed investment fund units,
and it may hold cash, including in the form of money market funds.
16.4
Switzerland
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
0.2
0
0.2
0
0
0
0.1
0
0
0.5
0
1.0
0.4
0
0.2
0
0.2
0
0
0.4
1.0
0
Consolidated balance
sheet disclosures
243
Composition of plan assets
31 Dec 2015
31 Dec 2014
€m
%
€m
%
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
0
The assets of the pension funds of STOXX Ltd. (since 1 October 2015), of Indexium AG (since 1 Octo-
ber 2015), of Eurex Zürich AG (since 2012) and Eurex Global Derivatives AG (since 2012) have been
invested with AXA Stiftung Berufliche Vorsorge and are therefore reported under “qualifying insurance
policies".
500.5
18.8
525.9
Staff turnover rate
31 Dec 2015
୮
Germany
Luxembourg
Switzerland
31 Dec 2014
Germany
Luxembourg
Pension growth
Switzerland
%
%
%
%
%
2.20
2.20
0.80
%
Salary growth
Discount rate
Actuarial assumptions
0
-9.7
9.6
-0.1
0
4.7
4.7
-0.8
0.8
0
442.7
-302.0
140.7
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
In financial year 2015, employees converted a total of €2.6 million (2014: €3.6 million) of their varia-
ble remuneration into deferred compensation benefits.
Assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and shown in the following
table:
2.15
2.15
1.10
3.50
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.
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
Change in actuarial assumption
Executive and Supervisory Boards | Management report | Governance | Financial statements
Effect on defined benefit
obligation
2015
defined benefit
obligation
€m
2014
defined benefit
Change
%
obligation
€m
Change
%
Present value of the obligation "
Discount rate
442.7
430.0
Increase by 1.0 percentage point
377.4
-14.8
364.5
-15.2
Reduction by 1.0 percentage point
Sensitivity analysis
1.0
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.
1) Up to the age of 50, afterwards 0.00 per cent
3.50
1.00
3.50
3.50
1.00
2.00
1.80-2.00
0
2.00
2.00-2.25
0
2.00¹)
2.00¹)
n.a.2
2)
2.00¹)
2.00¹)
2)
n.a.
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)
There has been an employee-funded 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
€m
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.
Consolidated balance
sheet disclosures
Duration and expected maturities of the pension obligations
The weighted duration of the pension obligations was 16.62 years as at 31 December 2015.
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 relevant closing rate on 31 December.
Expected
Expected
pension
payments¹)
31 Dec 2015
pension
payments¹
31 Dec 2014
Notes
€m
Executive and Supervisory Boards | Management report | Governance | Financial statements
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.
302.0
100.0
284.4
100.0
As at 31 December 2015, plan assets did not include any financial instruments held by the Group
(2014: nil), nor did they 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 risks.
244
Deutsche Börse Group financial report 2015
Market 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. If volatility is lower, the actual return is further expected to
exceed the return on corporate bonds with a good rating in the medium to long term.
Deutsche Börse Group considers the equity price risk resulting from the proportion of equities in the plan
assets to be appropriate. The company bases its assessment on the expectation that the overall volume
of payments 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 are final salary plans or the annual capital components are directly related to salaries, i.e.
a significant increase in salaries would lead to an increase in the benefit obligation from these 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 compen-
sation 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 Switzerland, the benefit plan at AXA Stiftung Berufliche Vorsorge include the provision that the board of
the foundation decides annually whether the retirement pensions will be adjusted to reflect 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.
€m
11.4
10.9
Stock bonus plans
€m
Balance as at 1 Jan 2015
4.5
Germany
52.9
0.1
17.1
Acquisitions from business combinations
Reclassification
Utilisation
Reversal
Additions
0
0
Interest on taxes
€m
Restructuring and
efficiency measures
€m
risks
€m
Recourse and litigation
13.3
13.4
43.1
43.0
85.7
75.9
153.5
7.8
143.2
Defined contribution pension plans
In the reporting period, the costs of defined contribution plans amounted to €34.2 million
(2014: €30.4 million).
245
246
Deutsche Börse Group financial report 2015
23. Changes in other provisions
Changes in other provisions
The expected costs of defined benefit plans amount to approximately €21.8 million for the 2016 finan-
cial year, including net interest expense.
22.2
12.4
37.3
Derivatives
1.1
0.4
2.7
0.9
Stock index futures
1.0
1.8
Interest rate futures
0.1
0.9
Property
0
0
1.0
4.3
3.0
Corporate bonds
0
Technology companies
0
0.2
Other
0
0.3
Bonds
0.4
253.8
247.4
86.9
Government bonds
248.2
243.1
Multilateral development banks
2.6
84.0
0
Europe
Investment funds
6.0
7.9
2.8
Cash
19.3
6.4
14.2
5.0
Other
0
0
0.1
0.0
Total not listed
Total plan assets
18.0
Qualifying insurance policies
92.2
262.2
Other
Total listed
0
0.9
0
0.1
9.8
Other
3.2
3.1
0
0
0.3
0
264.7
87.6
8.8
0
79.1
0
Net liability of defined benefit obligations
117.8
16.7
6.2
140.7
145.6
Impact of minimum funding requirement/
asset ceiling
0
0
0
0
0
Amount recognised in the balance sheet
117.8
16.7
3.0
3.2
0
0.7
439.5
427.0
Fair value of plan assets
-241.4
-42.5
-18.1
-302.0
6.2
-284.4
0
16.0
6.2
137.5
142.6
Present value of unfunded obligations
2.5
Funded status
140.7
145.6
The defined benefit plans comprise a total of 2,686 (2014: 2,509) beneficiaries. The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
0.2
124.6
106.7
Pensioners or surviving dependants
80.4
0.7
0
1.1
81.1
359.2
59.2
24.3
442.7
430.0
Essentially, the retirement benefits encompass the following retirement benefit plans:
Executive boards of Group companies (Germany and Luxembourg)
84.7
24.3
123.3
238.6
Breakdown of beneficiaries
Total
Germany
Luxembourg
Other
€m
€m
Former employees with vested entitlements
€m
Total
31 Dec 2014
€m
Eligible current employees
155.5
57.4
24.1
237.0
31 Dec 2015
€m
58.5
115.3
that are at least partially funded
Balance as at 31 Dec 2015
0
0.8
0
0
356.7
111.9
35.4
31.0
The "other personnel provisions" item as at 31 December 2015 included personnel-related provisions
of €5.8 million (2014: €5.7 million) for jubilees, €1.2 million (2014: €1.4 million) for other person-
nel costs and €0.6 million (2014: €0.9 million) for early retirement benefits. The "miscellaneous" item
includes provisions for anticipated losses of €6.5 million (2014: €5.8 million) and provisions for rent
and service costs of €2.1 million (2014: €1.9 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
Proposal on the appropriation of the unappropriated surplus
Net profit for the period
Interest
0
0
0
0
0
0
-15.6
-31.7
-13.4
-0.1
Appropriation to other retained earnings in the annual financial statements
-4.0
-0.1
0.3
51.6
14.2
27.4
Currency translation
0.3
0
Unappropriated surplus
5.0
Distribution of a regular dividend to the shareholders of €2.25 per share for 186,723,986 no-par value shares carrying
dividend rights
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.
237
238
Deutsche Börse Group financial report 2015
Net liability of defined benefit obligations
Total
Total
Germany
€m
Luxembourg
Proposal by the Executive Board:
€m
31 Dec 2015
€m
31 Dec 2014
€m
Present value of defined benefit obligations
Defined benefit pension plans
22. Provisions for pensions and other employee benefits
Other
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly or
indirectly by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG,
the German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, without
changing the dividend of €2.25 per eligible share, an amended resolution for the appropriation of the
unappropriated surplus will be proposed to the Annual General Meeting.
Appropriation to retained earnings
No-par value shares carrying dividend rights
Number of shares issued as at 31 December 2015
Number of treasury shares
Number of shares outstanding as at 31 December 2015
31 Dec 2015
315.9
€m
425.0
420.1
4.9
Number
193,000,000
-6,276,014
186,723,986
109.1
11,681.4
31 Dec 2015
€m
Remaining maturity of liabilities from banking business
11,487.1
0.5
498.1
25.1
12.0
130.0
Not more than 3 months
17.1
More than 3 months but not more than 1 year
11,487.1
31 Dec 2014
€m
11,599.3
11,392.6
82.1
94.5
11,681.4
29. Cash deposits by market participants
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
193.2
Total
11,138.3
31 Dec 2015
31 Dec 2014
€m
Composition of cash deposits by market participants
1.2
1.4
0.6
0.6
3.4
3.4
174.5
108.1
Due to changed settlement dates of the bonus, provisions for bonuses of €76.3 million (2014:
€12.1 million) were included as at the balance sheet date.
249
250
Deutsche Börse Group financial report 2015
Restructuring and efficiency measures include provisions amounting to €0.1 million (2014: €0.1 mil-
lion) for the restructuring and efficiency programme resolved in 2007, and €0.5 million (2014:
€6.3 million) for the programme resolved in 2013 to improve the cost structures and operational pro-
cesses in order to adapt to a permanently changed business environment, as well as €23.7 million for
the growth programm concluded in 2015. For details see the ☑“Internal management" section of the
combined management report.
For details on share-based payments, see ☑ note 39.
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
Money market lendings
Forward foreign exchange transactions - held for trading
Total
31 Dec 2015
€m
10,867.7
286.5
31 Dec 2015
€m
1,428.5
Liabilities from margin payments to Eurex Clearing AG by members
Fair value as at
31 Dec 2015
thereof attributable to:
€m
Level 1
€m
Level 2
€m
Level 3
€m
7,175.2
7,175.2
0
Current financial instruments held by
central counterparties
126,241.3
0
126,241.3
0
Current receivables and securities from banking business
23.3
0
23.3
central counterparties
0
Non-current financial instruments held by
Financial assets held for trading
Other current liabilities
30
Liabilities at
amortised cost
Amortised cost
223.7
534.4
Net investment
hedge²)
Derivatives held
for trading
Amortised cost
0
139.8
Fair value
6.2
5.9
The financial assets and liabilities that are measured at fair value are required to be allocated to the
following three hierarchy levels: financial assets and liabilities are allocated to level 1 if there is a quot-
ed price for identical assets and liabilities in an active market that can be accessed by the entity. They are
allocated to level 2 if the inputs on which fair value measurement is based are observable either directly
or indirectly; these inputs must be based on market expectations. Financial assets and liabilities are
allocated to level 3 if fair value is determined on the basis of unobservable inputs.
255
256
Deutsche Börse Group financial report 2015
As at 31 December 2015, the financial assets and liabilities measured at fair value were allocated to the
following levels of the fair value hierarchy:
Fair value hierarchy
Recurring fair value measurements
ASSETS
Derivatives
22,282.4
Total
0
2,018.6
0
0
62.3
62.3
0
0
2,112.3
135,686.2
2,112.3
2,112.3
0
0
133,567.8
6.1
LIABILITIES
Financial liabilities held for trading
Derivatives
Non-current financial instruments held by
central counterparties
7,175.2
Current financial instruments held by
2,018.6
133,439.8
0
31.4
133,439.8
0
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
134.1
0
128.0
6.1
134.1
0
128.0
6.1
31.4
0
central counterparties
26,869.0
Liabilities at
amortised cost
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
Consolidated balance sheet item
(classification)
Note
Category
Measured at
Carrying amount
31 Dec 2015
€m
31 Dec 2014
€m
Interest-bearing liabilities
(excluding finance leases)
14, 25
Liabilities at
amortised cost
Amortised cost
2,281.0
1,189.9
Net investment
hedge²)
Amortised cost
2) This relates to the private placements designated as hedging instruments of a net investment hedge (see note 14).
3) Prior-year figures adjusted
265.5
826.1
Amortised cost
23.3
34.4
17
Loans and
receivables
Amortised cost
554.1
342.9
18
Loans and
receivables
Loans and
receivables
Amortised cost
4.7
1.0
Amortised cost
924.9
481.8
19
33
Loans and
receivables
Loans and
receivables
Amortised cost
26,870.0
22,283.5
711.1
Amortised cost
238.6
15
11,669.0
11,486.6
Fair value
Amortised cost
12.4
0.5
42.2
0.7
Trade payables
Liabilities at
Amortised cost
amortised cost
372.8
221.2
Liabilities to related parties
Liabilities at
Amortised cost
amortised cost
1.8
1.6
Cash deposits by market participants
29
Amortised cost
Non-current financial instruments held by
Liabilities at
amortised cost
Held for trading
Liabilities at
amortised cost
Other bank loans and overdrafts
Held for trading
Fair value
central counterparties
7,175.2
5,885.8
Other non-current liabilities
Held for trading
Current financial instruments held by central
counterparties
15
Held for trading
Fair value
Fair value
4.3
9.1
125,958.2
168,911.73)
Liabilities at
amortised cost
Amortised cost
48.3
90.23)
Liabilities from banking business
28
33
Liabilities from banking business
Other non-current liabilities
Other current liabilities
28.5
79.9
103.2
110.5
131.7
0.7
1.8
0.9
0.6
5.7
5.8
5.2
5.9
7.3
9.1
10.3
9.6
7.7
11.7
72.7
87.2
30.6
€m
Due to changed settlement dates of the bonus, provisions for bonuses of €9.1 million (2014:
€7.3 million) were included as at the balance sheet date.
-
Income taxes:
current year
€m
Balance as at 31 Dec 2015
Interest
Currency translation
Additions
Reversal
Utilisation
Reclassification
Acquisitions from business combinations
Balance as at 1 Jan 2015
Composition of tax provisions
26. Tax provisions
The financial liabilities recognised in the balance sheet were not secured by liens or similar rights,
either as at 31 December 2015 or as at 31 December 2014.
The interest-bearing liabilities disclosed under "other current liabilities” as at 31 December 2014
(€139.8 million) were repaid in the second quarter of 2015.
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
The increase in interest-bearing liabilities is largely attributable to the issuance of two new bonds during
2015. In July 2015, Deutsche Börse Group issued a hybrid bond with a nominal volume of €600 mil-
lion, a term of 26 years and a coupon of 2.75 per cent per annum. The proceeds from the hybrid bond
issue are used to refinance existing liabilities and to fund the full acquisition of joint ventures STOXX Ltd.
and Indexium AG. In October 2015, Deutsche Börse Group issued a senior bond with a nominal volume
of €500 million, a term of 10 years and a coupon of 1.625 per cent per annum. The proceeds from this
issue are used for the partial funding of the acquisition of 360T Beteiligungs GmbH, which was pur-
chased in July 2015. For details, see the “Capital management” section of the combined manage-
ment report.
The euro and US dollar bonds issued by Deutsche Börse Group have a carrying amount of €2,546.5 mil-
lion (2014: €1,568.3 million, of this amount, €139,8 million is reported under “other current liabili-
ties") and a fair value of €2,679.9 million (2014: €1,688.4 million).
25. Liabilities
For details on the Stock Bonus Plans, see ☑note 39.
Provisions for restructuring and efficiency measures include provisions amounting to €3.3 million (2014:
€5.3 million) for the restructuring and efficiency programme resolved in September 2007, €18.7 million
(2014: €24.4 million) for the programme resolved in 2010 to increase operational performance and
€37.7 million (2014: €43.0 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 as well as
€27.5 million for the growth programme resolved in 2015. For more details on the restructuring and
efficiency programmes see ☑“Internal management – management systems" section in the combined
management report.
Income taxes:
previous year
€m
Consolidated balance
sheet disclosures
-0.7
9.6
-13.9
77.7
248
Deutsche Börse Group financial report 2015
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
Stock bonus plans
Pension obligations to IHK"
Bonuses
Anticipated losses
Jubilees
Early retirement
Other
Total
thereof with remaining maturity of 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)
306.2
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
0.5
1.3
247
to IHK
Other personnel
provisions
Pension obligations
Bonuses
Operational claims
דיירוּ
Miscellaneous
Total
€m
8.0
218.5
7.6
-2.5
-87.1
-0.9
-0.8
-11.0
178.9
0
0
Other taxes
Total
€m
0
133,145.8
10.5
2.1
4.5
5.0
15.5
6.5
9.4
19.3
6.4
24.7
52.9
35.4
12.1
76.3
€m
€m
31 Dec 2014
31 Dec 2015
Total
133,156.3
Miscellaneous
4.3
0
Contingent purchase price components
Other non-current liabilities
Total liabilities
7,175.2
125,958.2
0
125,958.2
0
12.4
0
12.4
0
0
0
0
0
6.2
0
0
6.2
4.3
0
Anticipated losses
Personnel expenses
Rent and incidental rental costs
-0.9
-2.3
0
-63.0
-25.6
-34.7
-2.7
4.7
0
4.7
0
8.5
0
3.8
4.7
282.7
49.6
233.1
0
€m
€m
-3.2
47.9
29.4
3.1
Recourse and litigation risks
Operational claims
Stock bonus plans
Restructuring and efficiency measures
Interest on taxes
Bonuses
Composition of other current provisions
27. Other current provisions
Tax provisions of €166.3 million (2014: €150.0 million) have an estimated remaining maturity of more
than one year.
316.7
Fair value
26.2
49.9
0
0
0
0
6.6
0
6.6
0
80.4
240.6
31 Dec 2014
€m
Derivatives held
for trading
10,057.3
124.9
280.5
Derivatives and financial instruments
held by central counterparties
Financial liabilities and deriv-
atives held by central counterparties
less financial assets
and derivatives held
by central counterparties
Cash inflow - derivatives and
hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Cash outflow - derivatives and
hedges
36,495.9 29,501.6
69,521.2
94,814.6
19,989.3
44,685.7
-36,495.9 -29,501.6 -69,804.3
-96,063.7 -19,989.3
-44,685.7
0
402.1
0
745.0
Total non-derivative financial
liabilities (gross)
Trade payables, payables to
related parties and other current
liabilities
80.6
452.7
515.1
289.4
4.5
157.9
Cash deposits by market
participants
26,869.0
22,282.4
0
0
0
Other bank loans and overdrafts
42.2
0.7
0
0
0
38,379.6 34,015.7
94.5
0
0
0
Derivatives held for trading
-1,008.9
-1,381.4
-1,620.5
-391.6
0
0
Total derivatives and hedges
1.0
34.3
-269.9
-1,249.0
0
0
Financial guarantee contracts
0
0
977.9
533.2
0
0
0
0
0
0
0
0
0
0
0
0
1,009.9
1,415.7
1,633.7
391.7
0
0
Cash flow hedges
0
Fair value hedges
0
0
0
0
0
0
0
0
82.4
214.9
60.0
13.5
44.3
22.7
36.8
Vacation entitlements, flexitime and overtime credits
22.3
19.0
Interest payable
29.3
9.7
Accounts payable from purchase price of shares in APX Holding group
7.5
0
Outstanding invoices
8.7
4.2
Derivatives
6.2
5.9
Social security liabilities
95.0
6.2
139.8
Tax liabilities (excluding income taxes)
25,540.2
21,594.1
Liabilities from margin payments to European Commodity Clearing AG, European Commodity Clearing
Luxembourg S.à r.I., APX Clearing B.V. and APX Commodities Ltd. by members
Liabilities from cash deposits by participants in equity trading
1,321.1
7.7
684.0
4.3
Total
26,869.0
22,282.4
30. Other current liabilities
Composition of other current liabilities
31 Dec 2015
31 Dec 2014
€m
€m
Liabilities from CCP positions
89.3
452.5
Liabilities from repayment of US dollar bonds¹)
Issued commercial paper
Special payments and bonuses
0
112.7
3.2
2.6
Not more than 3 months
2015
€m
2014
€m
2015
€m
More than 3 months but not
more than 1 year
2014
€m
0
0
15.0
0
38.0
28.1
Other non-current financial
liabilities
0
0
о
0
0
0
Non-derivative liabilities from
banking business
11,387.8
11,279.9
€m
Liabilities to supervisory bodies
€m
2015
3.1
Debtors with credit balances
1.9
7.5
Miscellaneous
Total
25.2
21.8
330.4
807.8
1) For detailed information see note 25.
251
252
Deutsche Börse Group financial report 2015
31. Maturity analysis of financial instruments
Underlying contractual maturities of the financial instruments at the reporting date
Non-derivative financial
liabilities
Interest-bearing liabilities
Contractual maturity
Sight
2014
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
AFS¹)
Fair value
Note
Category
Measured at
Carrying amount
31 Dec 2015
31 Dec 2014
€m
€m
85.3
161.2
134.1
5.6
Non-current receivables and securities from
13
AFS¹)
Fair value
banking business
2,018.6
Other financial instruments
Historical cost
13
AFS¹)
Other equity investments
0
0
0
0
0
0
0
0
0
0
0
0
0133,464.8 -176,136.8
253
254
Deutsche Börse Group financial report 2015
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)
13
0
AFS¹)
0.9
Fair value
126,241.3
170,160.83)
Loans and
receivables
Amortised cost
48.3
90.23)
Current receivables and securities from
banking business
16
AFS¹)
62.3
655.9
Trade receivables
Receivables from related parties
Other current assets
Restricted bank balances
Other cash and bank balances
1) Available-for-sale (AFS) financial assets
Fair value
Loans and
receivables
Amortised cost
7.3
Historical cost
7.4
Loans and
receivables
Held for trading
AFS¹)
Fair value
31.4
1,305.0
0.8
25.0
Other loans
13
Loans and
Amortised cost
receivables
0.2
0.4
Non-current financial instruments held by
15
Held for trading
Fair value
central counterparties
7,175.2
5,885.8
Other non-current assets
Current financial instruments held by central
counterparties
15
Amortised cost
0
0
0
4.3
9.1
о
0
0
5.7
3.5
10.0
12.6
0
0
0
-16.0
-0.5
11,669.1
11,486.6
0
0
0
104.8
130.6
31 Dec 2014
705.0
2,546.5
-343.7
sheet disclosures
Contractual maturity
More than 1 year but not more
2015
€m
Reconciliation to carrying
amount
Carrying amount
than 5 years
2014
2015
Over 5 years
2014
€m
€m
€m
2015
€m
2014
€m
2015
€m
2014
€m
1,051.6
890.0
1,785.6
697.4
-187.0
1,030.6
0
0
0 133,181.7
174,887.7
-5,633.1
-4,579.3
-1,542.2
-1,306.5
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1,306.5
1,542.2
4,579.3
0
0
0
0
1,055.9
C
0
26,869.0
22,282.4
၁
9,616.8
0
42.2
0.7
899.1
1,785.6
697.4
-249.2
-53.4
41,841.8
36,241.4
5,633.1
0
1.9
0
4) The EBIT margin is calculated as EBIT divided by net revenue.
Other operating expenses
2.7
-0.3
3.0
0
Unrealised capital gains/(losses) recognised in profit or loss
2.0
0
2.0
0
Other operating income
-0.2
0
-0.2
0
0
0
-0.5
-0.5
Furthermore, there was an inflow of €1.7 million to this item which resulted from an equity fund. The
fair value of this fund is calculated on the basis of the net asset value determined by the issuer. A partial
disposal and measurement of the remaining shares resulted in a decrease of €0.6 million. Fair value
measurement led to unrealised losses of €0.1 million reported in the revaluation surplus.
The value of an equity investment listed in level 3 is reviewed annually by the issuer, who may initiate
transactions. The number of shares was reduced during the year under review, resulting in a disposal
of €0.7 million. Together with a €0.2 million gain recognised directly in equity, the aggregate reduction
of this item was €0.5 million.
-4.4
-6.2
-4.3
6.1
Balance as at 31 Dec 2015
Financial result
0.1
0.1
Changes recognised in the revaluation surplus
3.2
0.2
3.0
0
Other operating income
0
The fair value amounted to €4.3 million and is reported under “other non-current liabilities", relates to
contingent purchase price components. The adjustment of expected payment obligations during 2015
resulted in expenses of €0.2 million, which are recognised in the financial result. Moreover, the reas-
sessment of the probability that the two obligations would be utilised resulted in other operating income
of €5.0 million. These two purchase price components are measured on the basis of internal discounted
cash flow models, which discount the expected future payment obligations to the measurement date
using interest rates that are appropriate to the risk.
1.8
1.8
1.0
Changes recognised in the revaluation surplus
0.4
0.4
0
0
Other operating income
-0.2
-0.2
0
0
Other operating expenses
-0.7
0
-0.7
0
0
1.0
Balance as at 1 Jan 2015
0
Realised capital gains/(losses)
-1.3
0
0
-1.3
Disposals
0
1.7
0
1.7
Additions
-9.4
-5.9
-9.1
5.6
0
0
Executive and Supervisory Boards | Management report | Governance | Financial statements
Consolidated balance
sheet disclosures
Cash flows from investing activities
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
-46.7
7.0
Total
0.6
-2.0
-46.4
0
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
-1.6
-5.1
Subsequent measurement of non-derivative financial instruments
In the 2015 financial year net cash used for investing activities of €1,592.2 million (2014: €250.4 mil-
lion) reflected acquisitions in particular: the full acquisition of 360T group involved a cash outflow of
€676.6 million (adjusted for €27.7 million in cash acquired). Full consolidation of Powernext SA and
EPEX Spot SE as at 1 January 2015 increased cash by €40.1 million.
Investments in intangible assets and property, plant and equipment amounted to €154.5 million (2014:
€133.5 million). Among the 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. The
investments in intangible assets and property, plant and equipment are broken down by segment as
follows:
Payment to acquire intangible assets and property, plant and equipment
Expansion investments
32.6
34.2
€m
€m
31 Dec 2014
31 Dec 2015
Total investments according to segment reporting
-7.8
Market Data + Services
Xetra
Eurex
Replacement investments
Market Data + Services
Clearstream
Xetra
Eurex
Clearstream
Notes
-3.2
-0.2
Other disclosures
Deutsche Börse Group financial report 2015
260
■ Other current liabilities
■ Cash deposits by market participants
■ Other cash and bank balances
■ Restricted bank balances
■ Other receivables and other assets as well as current receivables from banking business, to the extent
that these are measured at amortised cost
■ Other loans, which are reported under "financial assets"
■ Unlisted equity instruments whose fair value generally cannot be reliably determined on a continuous
basis and that are reported under the "financial assets" item; these are carried at cost less any impair-
ment losses
The carrying amounts of the following items represent a reasonable approximation of their fair value:
The euro and US dollar bonds issued by Deutsche Börse Group have a fair value of €2,679.9 million
(31 December 2014: €1,688.4 million) and are reported under interest-bearing as well as current
liabilities. US dollar-denominated debt securities with a nominal amount of US$170.0 million matured
during the year; the company issued a further bond with a nominal amount of €600 million. The fair
value of the euro bonds in the amount of €2,396.0 million is calculated on the basis of the quoted values
of the bonds, and the fair value of the US dollar bonds in the amount of €283.9 million represents the
present value of the cash flows relating to the private placements on the basis of market inputs. Conse-
quently, the euro bonds are allocated to level 2 and the US dollar bonds are allocated to level 3.
The fair value of other financial assets and liabilities not measured at fair value is determined as follows:
Additionally, derivatives from an incentive programme with a carrying amount of €5.9 million were allo-
cated to "other current liabilities" of level 3 at the beginning of the reporting period. At the end of the fi-
nancial year, these derivatives had a carrying value of €6.2 million. The financial instruments were regu-
larly measured at fair value through profit and loss using an internal model at the quarterly reporting
dates. In the course of the reporting period, the subsequent measurement of these financial instruments
led to gains of €0.2 million and expenses of €0.5 million; these amounts are reported under “other oper-
ating income" and "other operating expenses". The model takes into account the criteria underlying the
conditional repayment of the grant made by Eurex Clearing AG. The criteria include, in particular, non-
financial indicators such as the expected number of customers in a specific market segment as well as
expected trading volumes. They are continuously monitored, while taking into account possible adjust-
ments. In order to do this, customer information is also used. Since this is an internal model, the param-
eters can differ from those of the settlement date. However, the derivative financial instrument will not
exceed an amount of €7.0 million. This amount arises if the beneficiaries of the incentive programme
fulfil the conditions and a repayment of the contribution is not taken into consideration.
259
33. Consolidated cash flow statement disclosures
Cash flows from operating activities
After adjustments to net profit for the period for non-cash items, cash flows from operating activities
excluding CCP positions amounted to €796.6 million (2014: €684.8 million). After adjustment for
the change in CCP positions cash flow from operating activities amounted to €10.1 million (2014:
€677.3 million). For details on the adjustments see the ☑"Financial position" section of the combined
management report.
The other non-cash expenses (or income in the previous year) consists (consisted) of the following items:
0.3
Subsequent measurement of derivatives
2.1
2.2
Reversal of discount and transaction costs from long-term financing
2.7
2.7
Equity method measurement
Reversal of the revaluation surplus for cash flow hedges
12.1
Impairment of financial instruments
€m
€m
2014
2015
Composition of other non-cash income/(expenses)
3.9
0
Financial result
0.2
5.6
0
0
5.6
Other financial instruments
25.0
25.0
0
0
Non-current receivables and securities from
banking business
1,305.0
1,305.0
0
0
0
0
5.6
5.6
Debt instruments
0
170,160.8")
0
Current receivables and securities from banking business
Total
34.4
0
34.4
Current receivables and securities from banking business
0
0
176,081.0
0
Available-for-sale financial assets
Equity instruments
Other equity investments
Total
176,081.0
170,160.8
170,160.8
0
0
5,885.8")
168,911.7")
0
0
Liabilities from banking business
0
0
0
0
Other current liabilities
5.9
0
0
5.9
Contingent purchase price components
168,911.7
Current financial instruments held by central counterparties
0
5,885.8
0
Total
171,490.8
171,490.8
0
0
Total assets
170,160.8
347,577.4
176,081.0
5.6
LIABILITIES
Financial liabilities held for trading
Derivatives
Non-current financial instruments held by
central counterparties
171,490.8
-0.5
Current financial instruments held by central counterparties
5,885.8")
0
Balance as at 1 Jan 2014
€m
€m
€m
€m
Other current
liabilities
current
liabilities
investments
Other equity
Other non-
Total
Liabilities
Assets
Changes in level 3 financial instruments
0
-6.1
-6.1
Acquisitions from business combinations
-0.7
0
Unrealised capital gains/(losses) recognised in income
4.6
0
0
4.6
At the reporting date, the items allocated to level 3 and their measurements were as follows:
Transfers into level 3
0
0
Additions
-1.8
0
-1.8
0
-6.6
0
■ The fair value of the financial instruments held by central counterparties allocated to level 2 is deter-
mined by market transactions for identical or similar asstes in markets that are not active and by option
pricing models based on observable market prices.
258
ASSETS
Financial assets held for trading
Derivatives
Fair value as at
31 Dec 2014
thereof attributable to:
Level 1
€m
€m
Level 2
€m
Level 3
€m
Non-current financial instruments held by
central counterparties
5,885.8
0
Recurring fair value measurements
Fair value hierarchy
By comparison, the financial assets and liabilities measured at fair value as at 31 December 2014 were
allocated as follows to the hierarchy levels:
Consolidated balance
sheet disclosures
257
■ The derivatives listed in level 2 comprise forward forgein exchange transactions. The fair value of the
forward foreign exchange transactions is determined on the basis of the forward exchange rates for the
remaining period to maturity as at the balance sheet date. They are based on observable market prices.
■ The equity investments allocated to level 2 are measured on the basis of current, comparable market
transactions.
Financial assets and financial liabilities listed in levels 2 and 3 as at 31 December 2015 are measured as
follows:
15.0
174,797.5
0
174,812.5
Deutsche Börse Group financial report 2015
9.1
0
9.1
1) Classification adjusted
Total liabilities
Other non-current liabilities
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
0
0
-6.6
39.8
1) The consolidation of internal net revenue column shows the elimination of intra-Group sales revenue and profits.
2) Including revenues in connection with the merger of Direct Edge Holdings, LLC and BATS Global Markets, Inc. (€63.0 million), a one-off gain of €10.6 million
from the retrospective adjustment of the fair value of the consideration transferred as a result of the acquisition of EEX as at 1 January 2014, as well as an im-
pairment loss for Zimory GmbH amounting to €3.6 million.
3) Excluding goodwill
6.4
7.6
8.9
6.8
17.2
14.2
Other operating income
32.8
34.1
0
0
4.8
16.5
46
39
54
54
71.5
60.5
2.1
1.6
73.4
63.3
Employees (as at 31 December)
business
1,865
326
305
2,350
2,228
EBIT margin (%) 4)
42
53
1,332
Investments in intangible assets
and property, plant and equipment³)
Net interest income from banking
901.1
2015
€m
€m
€m
€m
€m
2014
2015
2014
2015
T
Clearstream
Xetra
Eurex
Segment reporting
Deutsche Börse Group financial report 2015
2014
€m
External sales revenue
1,208.7
184.7
211.1
953.5
1,208.7
Total sales revenue
7.6
7.9
834.2
0
0
Internal sales revenue
826.6
893.2
184.7
211.1
953.5
0
266
-2.9
316.5
86.6
161.9
746.4
698.0
Staff costs
-256.5
-165.0
-41.2
-34.7
-243.6
-191.9
Depreciation, amortisation and
impairment losses
-81.4
-62.7
-4.9
184.8
807.4
1,025.2
volume-related costs)
Total revenue
1,239.4
975.5
217.9
193.6
942.8
873.4
-6.0
Volume-related costs
-168.1
-33.1
-31.7
43.4
-196.4
-175.4
Net revenue (total revenue less
-214.2
293.0
-44.4
-261.9
431.6
100.6
88.0
288.8
319.4
Financial result
-45.1
-44.2
0.9
-1.4
4.2
Earnings before tax (EBT)
384.2
387.4
101.5
429.3
Earnings before interest and tax
(EBIT)
0
0.1
-226.0
-34.9
-33.6
-169.7
Operating costs
-599.8
-453.7
Other operating expenses
-81.0
-457.7
-41.0
-145.7
-378.6
Net income from equity investments
3.9
77.92)
-3.2
0.4
-74.3
Due to their insignificance to segment reporting, the “financial income" and "financial expense" items
have been combined to produce the “financial result".
0
In accordance with IFRS 8, information on the segments is presented on the basis of internal reporting
(management approach).
-11,487.1
-11,681.4
Current liabilities from banking business
0
0
less derivatives
-401.1
-62.3
Current liabilities from cash deposits by market participants
less available-for-sale debt instruments
-931.6
less loans to banks and customers with an original maturity of more than 3 months
10,307.1
10,142.9
Current receivables and securities from banking business
24,358.0
27,822.0
-0.7
-563.0
-26,869.0
-22,282.4
-29,401.4
according to
IAS 33¹)
Adjustment of the
exercise price
Total
20143)
€
0
Exercise price
Tranche
Calculation of the number of potentially dilutive ordinary shares
In order to determine diluted earnings per share, all SBP and Long-term Sustainable Instrument (LSI)
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. The following potentially dilutive rights to purchase
shares were outstanding as at 31 December 2015:
Deutsche Börse Group financial report 2015
264
263
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).
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders by the weighted average number of shares outstanding.
34. Earnings per share
-68.5
-1,579.4
Cash and cash equivalents
-24,426.5
-42.2
1,249.1
283.1
22,283.5
826.1
261
Securities and other non-current receivables in the amount of €208.3 million (2014: €317.2 million)
matured or were sold in the financial year 2015.
Investments in long-term financial instruments totalling €815.5 million (2014: €367.2 million) includ-
ed €771.5 million (2014: €328.6 million) for the purchase of floating rate notes in the banking busi-
ness. In addition, equity investments were acquired or increased in a total amount of €29.8 million
(2014: €33.8 million).
133.5
154.5
61.1
76.9
8.1
7.5
23.5
30.0
1.6
2.1
27.9
37.3
72.4
77.6
0
0
262
€
Deutsche Börse Group financial report 2015
Cash inflows from financing activities totalled €76.1 million (2014: cash outflows of €441.1 million).
711.1
31 Dec 2014
€m
Reconciliation to cash and cash equivalents
less bank loans and overdrafts
Net position of financial instruments held by central counterparties
Other cash and bank balances
Restricted bank balances
26,870.0
31 Dec 2015
€m
Reconciliation to cash and cash equivalents
Reconciliation to cash and cash equivalents
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Deutsche Börse AG paid dividends totalling €386.8 million (2014: €386.6 million) for the 2014
financial year.
Moreover, the company placed Commercial Paper of €2,100.0 million (2014: €1,164.7 million), and
paid out €2,065.0 million (2014: €1,205.0 million) due to maturing Commercial Paper issued.
The maturity of Series A of the private placements (US$ 170.0 million) made in 2008 led to cash
outflows of €150.5 million.
The acquisition of the remaining 49.9 per cent stake in STOXX Ltd. led to a cash outflow totalling
€653.8 million. Moreover, €63.7 million was paid to non-controlling shareholders, through dividend
payments and/or purchases of shares in subsidiaries which were already fully consolidated. The acqui-
sition of the shares in STOXX Ltd. was financed by issuing debt securities with a nominal amount of
€600.0 million.
As part of financing the acquisition of shares in 360T Beteiligungs GmbH, the company placed
€200.0 million in treasury shares, and also placed debt securities with a nominal amount of
€500.0 million.
Cash flows from financing activities
0
In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be acquired
under the share-based payment programme (see also ☑note 39) were added to the average number of
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.
Average price for
the period²)
35. Segment reporting
Other disclosures
265
Average number of
outstanding options
31 Dec 2015
25,043
Executive and Supervisory Boards | Management report | Governance | Financial statements
110,179 subscription rights were excluded from the calculation of the weighted average of potentially dilutive
shares as at 31 December 2015 since these shares do not have a dilutive effect during the financial year
ending on the balance sheet date.
4.14
3.60
Segment reporting is governed by the internal organisational and reporting structure, which is broken
down by markets into the following four segments:
Earnings per share (diluted) (€)
3.60
Earnings per share (basic) (€)
665.5
48,275
184,199,794
185,022,966
Weighted average number of shares used to compute diluted earnings per share
Net profit for the period attributable to Deutsche Börse AG shareholders (€m)
25,043
Number of potentially dilutive ordinary shares
762.3
4.14
Internal organisational and reporting structure
Segment
Eurex
■ Trading participant connectivity
■ Technology solutions for external customers
■ Development and sales of indices (STOXX)
Distribution of licences for trading and market signals
Investment funds and hedge funds services
Global securities financing services and collateral management
■ Custody and settlement services for domestic and international securities
■ Admission of securities to listing
Central counterparty for equities and bonds
Eurex Bonds OTC trading platform
■ Cash market with the Xetra and Börse Frankfurt trading venues
Central counterparty for on- and off-exchange derivatives and repo transactions
■ Electronic clearing architecture C7
■ Eurex Repo over-the-counter (OTC) trading platform
■ Electronic trading of European derivatives (Eurex Exchange), US options (ISE), commodities
(EEX group) and foreign exchange (360T)
Business areas
Market Data + Services
Clearstream
Xetra
184,151,519
184,997,923
Notes
184,186,855
€
75.70
Number of
potentially
dilutive
ordinary shares
31 Dec 2015
25,043
25,043
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.
Weighted average number of shares outstanding
3) This relates to share subscription rights within the scope of of the long-term sustainability plan for senior executives. The quantity of subscription rights under the
2014 tranche may still change from the quantity reported as at the balance sheet date, since subscription rights will only be granted in future financial years.
As the volume-weighted average share price was higher than the adjusted exercise price for the 2014 tranche,
these stock options are considered to be dilutive under IAS 33 as at 31 December 2015.
2) Volume-weighted average price of Deutsche Börse AG shares on Xetra for the period 1 January to 31 December 2015
184,115,657
184,186,855
186,723,986
Number of shares outstanding at end of period
Number of shares outstanding at beginning of period
2014
2015
Calculation of earnings per share (basic and diluted)
Market risk
The required economic capital for credit risk is calculated for each business day and amounted to
€409.0 million as at 31 December 2015 (2014: €374.0 million).
Deutsche Börse Group carries out VaR calculations in order to detect credit concentration risks. In 2015,
no significant credit concentrations were assessed.
See also note 20 for an explanation of regulatory capital requirements.
Credit risk concentrations
Deutsche Börse Group's business model and the resulting business relationships mean that, as a rule,
credit risk is concentrated on the financial services sector. Potential concentrations of credit risk on indi-
vidual counterparties are limited by application of counterparty credit limits.
As part of the annual planning, Deutsche Börse Group's treasury policy requires any net earnings expo-
sure from currencies to be hedged using forward foreign exchange transactions if the unhedged exposure
of an individual currency exceeds 10 per cent of consolidated EBIT. Foreign exchange exposures below
10 per cent of consolidated EBIT may also be hedged.
In contrast to the risk-oriented net analysis of the transactions via the central counterparties, 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 “Financial instruments held by central counter-
parties" section in note 3 or ☑ note 15. For an analysis of the carrying amount, see note 15.
The regulatory requirements on concentration risks and so called large exposures, such as those arising
from articles 387-410 of regulation (EU) 575/2013 (Capital Requirements Regulation, CRR) and arti-
cle 47 paragraph 8 of regulation (EU) 648/2012 (European Market Infrastructure Regulation, EMIR),
are in general complied with.
Deutsche Börse Group financial report 2015
On an intraperiod basis, the risk exposure described above is monitored against the latest EBIT forecast.
Currency risks in the Group arise mainly from operating income and expenses denominated in US dol-
lars, balance sheet items of ISE denominated in US dollars, plus that portion of Clearstream's sales reve-
nue and interest income (less expenses) that is directly or indirectly generated in US dollars. As at
31 December 2015, ISE accounted for 25 per cent of the Eurex segment's sales revenue (2014: 25 per
cent). In addition, the Clearstream segment generated 10 per cent of its sales revenue and interest in-
come (2014: 9 per cent) directly or indirectly in US dollars.
Deutsche Börse Group financial report 2015
276
275
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, financing required 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 customer cash margins received and invest-
ments, only a limited amount of which may have tenors of up to one month, while the Clearstream sub-
group may invest customer balances up to a maximum of one year in secured money market products
or in high-quality securities with a remaining maturity of less than ten years, subject to strict monitoring
of mismatch and interest rate limits (see ☑ note 31 for an overview of the maturity structure). Term in-
vestments can be transacted via reverse repurchase agreements against highly liquid collateral that can
be deposited with the central bank and can be used as a liquidity buffer if required.
Liquidity risk
In financial year 2015, impairment losses amounting to €5.8 million (2014: €3.9 million) were recog-
nised in profit and loss for strategic investments that are not included in the VaR for market price risk.
In addition, the policy stipulates that intraperiod open net foreign exchange positions are closed out
when they exceed €15.0 million. This policy was complied with, as in the previous year; as at 31 De-
cember 2015, there were no significant net foreign exchange positions.
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 2015, the economic capital for market price risk was €59.0 million
(2014: €37.0 million).
Interest rate risks arise further from debt financing of acquisitions. To refinance existing indebtedness
and to finance the full acquisition of STOXX Ltd. and Indexium AG Deutsche Börse AG placed a hybrid
bond of €600.0 million in July 2015. Furthermore in September 2015 Deutsche Börse AG successfully
placed a senior bond in the market in an aggregate principal amount of € 500.0 million to partially
finance the acquisition of 360T Beteiligungs GmbH. For an overview on details on all bonds issued by
Deutsche Börse Group see ☑“Net assets" in the report on economic position.
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$290.0 million.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Acquisitions where payment of the purchase price results in material currency risk are generally hedged.
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.
274
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
€927.1 million as at 31 December 2015 (2014: €520.4 million). Colleteral received by Clearstream
Banking S.A. in connection with these loons amounted to €868.5 million (2014: €607.5 million).
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 €3.1 million (2014: €4.7 million) relating to fees for trading and
provision of data and IT services are not expected to be collectible.
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrow-
ings from various counterparties totalling €48,602.8 million as at 31 December 2015 (2014:
€44,700.0 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €50,409.4 million (2014:
€46,792.3 million).
In 2014 and 2015, no losses from credit transactions occurred in relation to any of the transaction
types described.
Financial instruments of the central counterparties
To safeguard the Group's central counterparties 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 the clearing house. Additional security
mechanisms of the Group's central counterparties are described in detail in the risk report.
The aggregate margin calls based on the executed transactions and clearing fund requirements after
haircuts was €49,538.6 million at the reporting date (2014: €41,814.4 million). In fact, collateral
totalling €63,273.8 million (2014: €55,212.7 million) was deposited.
Contractually agreed credit lines
Composition of collateral held by central counterparties
Cash collateral (cash deposits)")
Securities and book-entry securities collateral²) 3)
Total
1) The amount includes the clearing fund totalling €2,399.7 million (2014: €1,729.7 million).
2) The amount includes the clearing fund totalling €2,160.3 million (2014: €1,917.3 million).
3) The collateral value is determined on the basis of the fair value less a haircut.
Collateral value at
31 Dec 2015
273
Collateral value at
€m
€m
26,861.3
36,412.5
22,278.1
32,934.6
63,273.8
55,212.7
Executive and Supervisory Boards | Management report | Governance | Financial statements
Other receivables
Other disclosures
Notes
and other government-backed institutions. Actual outstandings at the end of each business day generally
represent a small fraction of the facilities and amounted to €378.7 million as at 31 December 2015
(2014: €339.3 million); see note 16.
31 Dec 2014
Company
409.8
Currency
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
267
Other disclosures
Consolidation of internal
Market Data + Services
Total of all segments
net revenue¹)
Group
JL
2015
2014
The "AA" rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating agencies
Fitch and Standard & Poor's in October 2015. For further details on the rating of Deutsche Börse Group,
see the "Financial position" section in the combined management report.
€m
2015
€m
2014
€m
2015
€m
2014
€m
2015
€m
2014
€m
Clearstream grants customers technical overdraft facilities to maximise settlement efficiency. These
settlement 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
€108.6 billion as at 31 December 2015 (2014: €96.9 billion). Of this amount, €3.4 billion (2014:
€3.1 billion) is unsecured, whereby a large proportion relates to credit lines granted to central banks
383.0
2,722.8
2,347.8
€m
Purpose of credit line
As at 31 December 2015, Standard & Poor's confirmed Deutsche Börse AG's "AA" credit rating with
negative outlook. Deutsche Börse AG was one of only two DAX-listed companies that had been given an
AA rating by Standard & Poor's. Deutsche Börse AG's commercial paper programme was awarded the
best possible short-term rating of A−1 +.
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 €95.0 million had been issued (2014: €60.0 million).
Deutsche Börse AG
Eurex Clearing AG
working capital¹
settlement
settlement
Clearstream Banking S.A.
working capital"
Amount at
31 Dec 2015
Amount at
31 Dec 2014
m
m
€
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 2015, com-
mercial paper with a nominal value of €286.5 million had been issued (2014: €193.2 million).
605.0
1,170.0
CHF
100.0
€
750.0
605.0
1,370.0
200.0
750.0
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
For refinancing purposes, Eurex Clearing AG and the Clearstream subgroup can pledge eligible securities
with their respective central banks.
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$3.0 billion as at 31 December
2015 (2014: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in favour of Clear-
stream Banking S.A. amounting to US$2.5 billion (2014: US$2.5 billion).
Furthermore, Eurex Clearing AG holds a credit facility of US$1.7 billion (2014: US$2.1 billion) granted
by Euroclear Bank S.A./N.V. in order to maximise settlement efficiency.
€
Loans for settling securities transactions
79,914.4
Clearstream receives cash contributions from its customers in various currencies, and invests these cash
contributions in money market instruments. If negative interest rates apply to these cash investments,
the interest expense is charged to the respective customers. Clearstream may, however, decide not to
charge the negative interest rates to its customers in individual cases. In 2014, Clearstream decided not
to charge negative interest rates that had arisen from euro denominated investments, thus contributing
to the year-on-year decline in net interest income. With effect from 2 March 2015, Clearstream has
decided to charge negative interest rates on euro denominated cash investments.
13
Group
0
0
10.8
11.9
13
Eurex
Fund assets
0
0
5.16)
5.16)
13
Group
0
0
1,539.05)
1,801.75)
13, 16
Clearstream
0
0
9.5
87.5
9.1
0
868.5
520.49)
927.19)
Clearstream
Total
lending³)
ASLplus securities
Automated Securities Fails Clearstream
Financing³)
n.a.")
n.a.
7)
339.3
378.8
16
Clearstream
facilities
Technical overdraft
securities transactions
Loans for settling
0
0
18,491.1
34,146.6
0
5,217.4
15,863.6
5,231.0
Balances on nostro
Clearstream
16
736.8
357.5
0
0
accounts
Other fixed-income
securities
Group"
Clearstream
1,606.8
385.4
0
0
13, 16
281.05)
422.35)
0
0
Floating rate notes
Eurex
13
0
0
0
12.0
0
16,006.5
Uncollateralised cash
investments
Money market lendings -
Eurex¹)
central banks
25,972.1
13,790.9
0
0
Money market lendings -
607.5
Eurex¹)
10.0
0
0
other counterparties
Clearstream
16
3,714.5
1,949.0
0
0
Group"
2.2
48,602.8
49,908.7
44,700.0
50,409.4
12.8
50.8
0
0
34.6
24.5
55,212.6¹¹)
63,237.711)
41,814.410)
49,538.610)
14
Financial guarantee
contracts)
Derivatives
counterparties
held by central
Financial instruments
0
0
851.4
1,490.7
0
0
18.0
0
0
Total
140,377.3
A portion of the available-for-sale fixed-income financial instruments and floating rate notes held by
Clearstream is transferred via transfer of title to central banks to collateralise the settlement facilities
obtained. The fair value of transferred securities was €1,863.4 million as at 31 December 2015
(2014: €1,875.3 million).
The fair value of securities received under reverse repurchase agreements transferred via transfer of title
to central banks at Clearstream subgroup amounted to €3,114.5 million as at 31 December 2015
(2014: €2,230.0 million). As at 31 December 2015 Eurex Clearing AG has not repledged securities to
central banks (2014: €757.5 million).
The fair value of securities received under reverse repurchase agreements (Clearstream subgroup, Eurex
Clearing AG and Deutsche Börse AG) was €5,226.7 million (2014: €16,006.5 million). The Clear-
stream subgroup and Eurex Clearing AG are entitled to repledge the securities received to their central
banks to regain liquidity.
Uncollateralised cash investments are permitted only for counterparties with sound creditworthiness
within the framework of defined counterparty credit limits. Furthermore individual subsidiaries place cash
in money market or other mutual funds as well as US treasuries or municipal bonds with maturities of
less than two years. Counterparty credit risk is monitored on the basis of an internal rating system.
According to the treasury policy, mainly highly liquid financial instruments with a minimum rating of AA-
(S&P/Fitch) resp. Aa3 (Moody's) issued or guaranteed by governments or supranational institutions are
eligible as collateral.
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
collateralised basis, e.g. via reverse repurchase agreements or by deposits with central banks.
Cash investments
Deutsche Börse Group financial report 2015
272
11) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and clearing fund requirements
10) Net value of all margin requirements resulting from executed trades at the reporting date as well as clearing fund requirements: this figure represents the risk-
oriented view of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties"
item in the balance sheet shows the gross amount of the open trades according to IAS 32.
6.8
9) Meets the IAS 39 criteria for a financial guarantee contract
8)
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.
6) The amount includes collateral totalling €5.1 million (2014: €5.0 million).
5) Thereof €1,863.4 million transferred to central banks (2014: €1,875.3 million)
4) Total of fair value of cash (€4.3 million; 2014: nil) and securities collateral (€5,226.7 million; 2014: €6,955.7 million) received under reverse repurchase
agreements
3) Thereof €3,114.5 million transferred via transfer of title to central banks (2014: €2,230.0 million)
2) Thereof € nil repledged to central banks (2014: €757.5 million)
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
118,618.9
119,782.6
122,627.6
Off-balance-sheet items
Eurex Clearing AG receives cash collateral from its clearing members mainly in its clearing currencies
euro and Swiss francs. Negative interest rates resulting from reinvestments on this cash collateral are
passed on to the clearing members after deducting a margin.
16
Margin requirements
Amount at
31 Dec 2014
56,508.9
79,914.4
89,272.7
Amount at
31 Dec 2015
€m
Amount at
31 Dec 2014
€m
Amount at
31 Dec 2015
€m
Note
Segment
Collateral
Carrying amounts -
maximum risk exposure
271
Other disclosures
Notes
Other receivables
Balance brought forward
Executive and Supervisory Boards | Management report | Governance | Financial statements
63,406.3
56,508.9
89,272.7
46,792.3
47,399.8
51,277.9
45,559.7
€m
63,406.3
Other loans
Group
0
0
1.0
4.7
Group
parties
Receivables from related
0
0
342.9
554.1
Clearstream
Group
0
0
489.1
924.9
32
Group
Other assets
0
0
0.4
0.2
Trade receivables
0
Deutsche Börse Group financial report 2015
2,347.8
5,283
675
742
133.5
154.5
0
о
133.5
154.5
8.1
7.5
963.4
950.2
0
0
963.4
950.2
172.8
171.5
-47.9
-42.4
0
0
-47.9
-42.4
0.5
-2.4
2,722.8
992.6
4,540
0
0
5,283
-0.1
Market Data + Services
Total
0.3
-0.1
-1.5
0.3
Clearstream
Xetra
1.6
-0.1
Eurex
€m
€m
2014
2015
Breakdown of non-cash valuation allowances and bad debt losses
Non-cash valuation allowances and bad debt losses resulted from the following segments:
In the year under review there was an extraordinary impairment loss of €5.8 million (2014:
€3.9 million, see ☑ note 8).
0
268
49
42
n.a.
n.a.
49
42
45
42
4,540
0
0.2
•
1,011.3
-472.4
-640.7
0
0
-472.4
-640.7
-80.8
-99.4
2,047.8
2,367.4
0
0
2,047.8
2,367.4
380.5
411.0
-360.7
-429.6
54.2
59.1
-414.9
-488.7
-39.7
-45.0
2,408.5
2,797.0
-54.2
-59.1
2,462.7
-13.0
0
-15.1
-124.8
992.6
172.3
173.9
78.3
0.8
0
0
78.3
0.8
0
0
-517.6
-1,114.8
-1,375.6
0
0
-1,114.8
-591.2
0
0
-517.6
-591.2
-1,375.6
-208.2
-237.1
-112.3
-124.7
-124.8
-143.7
0
0
-143.7
0
0.6
-
Segment
Amount at
Amount at
Collateral
Carrying amounts -
maximum risk exposure
Credit risk of financial instruments
Credit risk arises in Deutsche Börse Group from the following items:
Credit risk
Deutsche Börse Group financial report 2015
270
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.
Financial risks arise at Deutsche Börse Group mainly in the form of credit risk. To a smaller extent,
the Group is exposed to market 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 €468 million as at 31 December 2015, whereby €409 million stem from credit risk and
€59 million stem from market risk.
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.
36. Financial risk management
3) Including countries in which more than 10 per cent of non-current assets are held: USA (2015: €1,670.0 million; 2014: €1,521.0 million), Germany (2015:
€2,317.0 million; 2014: €1,435.5 million) and Switzerland (2015: €471.9 million; 2014: €474.9 million).
2) Excluding goodwill
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2015: €695.7 million; 2014: €600.4 million), Germany (2015:
€649.9 million; 2014: €605.8 million) and USA (2015: €414.6 million; 2014: €347.6 million).
4,540
5,283
3,731.6
4,781.2
133.5
154.5
-41.3
2,347.8
2,722.8
-46.0
Consolidation of
internal net revenue
Group
4,540
5,283
Note
3,731.6
31 Dec 2015
€m
Amount at
31 Dec 2015
€m
0
82.3
0
6,955.73)4)
5,231.03) 4)
6,952.4
5,217.4
16
Clearstream
Group"
agreements
7,965.82)
0
7,878.9
0
Eurex¹)
Reverse repurchase
997.5
0
950.0
0
repurchase agreements
under securities
Eurex¹)
Overnight money invested
investments
Collateralised cash
€m
31 Dec 2014
Amount at
31 Dec 2014
€m
4,781.2
133.5
154.5
126.7
146.2
1,170.4
1,305.4
Euro zone
2014
2015
2014
€m
2015
€m
€m
€m
€m
2014
2015
2014
2015
€m
Number of employees
Non-current assets³)
Investments²)
Sales revenue¹)
Information on geographical regions
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Other disclosures
269
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 €50.1 million in 2015 (2014: €48.1 million).
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.
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.
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 decisive whether sales revenue is generated from
German or non-German participants.
2,619.0
1,718.7
3,828
3,324
2,389.1
2,768.8
Total of all regions
152
207
2.2
3.8
1.0
1.0
103.4
126.4
Asia-Pacific
305
329
2,856.1
1,521.0
5.8
7.3
358.6
429.6
America
759
919
489.7
488.3
0
0
756.7
907.4
Rest of Europe
1,670.1
420.2
1,011.3
23.1
3.5
8.1
37.6
50.6
0
0
37.6
50.6
0
0
2,347.8
2,722.8
-41.3
-46.0
2,389.1
2,768.8
416.7
0
0
-41.3
-46.0
41.3
46.0
33.7
38.1
447.9
36.7
456.0
5.0
23.6
-12.9
-13.1
36.0
Peterson vs Clearstream Banking S.A. ("Peterson II")
77,446
193,943
15,225
185,938³)
-756
16,530
1,774
23,460
1,162
10,545
378,793
Total
178,356
303,008
723
0
116,497
170,713
17,2862)
21,686²)
9,3832)
To other senior
executives
200,437
117,592
420,600
31 Mar 2017 -
31 Mar 2021
% -0.39 to -0.01
% 21.90 to 26.11
2.58
%
Tranche 2015
Exercise price
Dividend yield
Volatility of Deutsche Börse AG shares
Risk-free interest rate
Term
Valuation parameters for LSI shares
723
In accordance with IFRS 2, the company uses an adjusted Black-Scholes model (Merton model) to cal-
culate the fair value of the LSI shares.
The remuneration model requires at least half of the variable remuneration to be settled in cash and half
in shares of Deutsche Börse AG (LSI shares). A portion of the variable remuneration is paid in the sub-
sequent year and another portion over a further period of three or four years.
Deutsche Börse Group introduced another share-based payment programme effective 1 January 2014.
The programme meets the requirements of Regulation (EU) No 575/2013 of the European Parliament
and of the Council of 26 June 2013. This regulation was transposed into German law through amend-
ments to the supervisory requirements for the remuneration systems of institutions laid down in the
Institutsvergütungsverordnung (German Remuneration Regulation for Institutions), effective 16 Decem-
ber 2013, and amendments to the Kreditwesengesetz (German Banking Act). The aim of this regulation
is to align the corporate goals even more closely with remuneration, especially in the banking sector, and
thus to ensure the goals are more sustainable. In the year under review, the company launched another
LSI tranche.
Long-term Sustainable Instrument (LSI)
Deutsche Börse Group financial report 2015
284
283
3) Given that the 2015 SBP tranche stock options for senior executives as well as the CPIP shares will be granted in the years from 2016 to 2019, the number
of shares applicable as at the balance sheet date may be adjusted subsequently.
2) This relates to an increase in the number of SBP shares caused by a rise of the TSR compared to the 100 per cent value at the time the respective tranche was
issued.
1) Including stock options from the 2012 SBP tranche of a former member of the Executive Board as well as the 2012 to 2015 SBP tranches of the Chief Executive
Officer, who retired in the year under review.
The number of LSI shares is calculated by dividing the proportionate LSI bonus for the year in question
by the average closing price of Deutsche Börse AG shares in the last month of a financial year. This re-
sults in individual LSI tranches for the LSI bonus, which have maturities of between one and up to five
years. Payment of each tranche is made after a vesting period of one year. The remuneration system
does not stipulate any condition of service. Following the expiry of the vesting period, the LSI shares are
measured on the basis of the average closing price of Deutsche Börse AG shares in the last month pre-
ceding the end of the vesting period. Settlement is generally made in cash, although the employer has
the right to settle by delivering Deutsche Börse AG shares for the 2014 tranche.
To the Executive
Board¹)
Options
forfeited
Balance as at
Fully settled
cash options
Additions
Tranche
2015
Additions/
(disposals)
Tranche
2014
Tranche
2013
Tranche
2012
Additions/
(disposals)
Additions/
(disposals)
31 Dec 2014
Peterson vs Clearstream Banking S.A., Citibank NA et al. ("Peterson I") and
Heiser vs Clearstream Banking S.A.
Balance as at
For further information on the number of SBP shares granted to members of the Executive Board, and
the new remuneration system for members of the Executive Board applicable as from 1 January 2016,
please also refer to the ☑“Remuneration report".
Provisions for the SBP, the Stock Plan and the Co-Performance Investment Plan (CPIP) amounting
to €23.8 million were recognised at the reporting date of 31 December 2015 (31 December 2014:
€14.5 million). Of the provisions, €17.8 million were attributable to members of the Executive Board
(2014: €7.7 million). The total cost of the SBP shares in the reporting period was €22.8 million
(2014: €6.5 million). Of that amount, an expense of €16.0 million was attributable to members
of the Executive Board active at the reporting date (2014: €3.8 million).
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
shares at the fair value of the closing auction price of Deutsche Börse shares in electronic trading at the
Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the vesting period.
The average share price (Xetra closing price) of Deutsche Börse AG's shares in the two calendar months
preceding the end of the performance period was €79.86. The stock bonus for members of the Execu-
tive Board will be settled in March 2016. Due to the early termination, €0.2 million in expenses was
recognised in staff expenses for the 2013 tranche; expenses recognised for the 2014 and 2015 tranches
amounted to €2.0 million and €4.1 million, respectively.
The stock options from the 2011 and 2012 SBP tranches were exercised in the reporting period follow-
ing expiration of the vesting period. The average exercise price for the 2011 tranche following expiration
of the vesting period was €68.18 and €67.53 for the 2012 tranche. Shares of the SBP tranches 2013
and 2014 were paid to former employees as part of severance payments in the reporting year. The ave-
rage exercise price amounted to €74.52 for the 2013 tranche and €75.08 for the 2014 tranche. The
average price for forfeited stock options amounted to €59.98 for the 2012 tranche, €52.76 for the
2013 tranche and €45.99 for the 2014 tranche. The remaining 2015 tranche was settled upon Reto
Francioni's resignation from the company, at an exercise price of €75.08.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Change in number of SBP shares allocated
Contingent liabilities may result from present obligations and from possible obligations arising from
events in the past. Deutsche Börse Group recognises provisions for the possible incurrence of losses only
if there is a present obligation arising from a past event that is likely to result in an outflow of resources,
and if Deutsche Börse Group can reliably estimate the amount of the obligation (see also ☑ note 3). In
order to identify the litigation for which the possibility of incurring a loss is more than unlikely, as well as
how the possible loss is estimated, Deutsche Börse Group considers a large number 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 expert reports and evaluations of legal advisors. However, it is also possible that
no reliable estimate for any specific litigation could be determined before the approval of the consolidat-
ed financial statements, and that : – as a result – no provisions are recognised.
Other litigation and liability risks
181.7
Tranche 2014
31 Mar 2016-
31 Mar 2020
-0.40 to 0.15
21.90 to 24.86
2.58
Other disclosures
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 ☑note 38) are
presented in the following:
Breakdown of future financial obligations
Up to 1 year
1 to 5 years
More than 5 years
Total
31 Dec 2015
€m
31 Dec 2014
€m
60.9
59.0
60.8
97.2
9.9
25.5
131.6
31 Dec 2015
€
0
0
1) As the grant date for the 2014 tranche is in part not until financial years 2016 to 2019, the number indicated at the reporting date may change subsequently.
2) As the grant date for the 2015 tranche is in part not until financial years 2016 to 2020, the number indicated at the reporting date may change subsequently.
93,742
93,742
47,545²)
47,545
-1,624¹)
-1,624
47,821
47,821
Notes
Total
To other senior executives
Balance at
31 Dec 2015
Options
forfeited
Fully settled
cash options
Additions/
(disposals)
Tranche 2015
Additions/
(disposals)
Tranche 2014
31 Dec 2014
Balance at
Change in number of LSI shares allocated
Provisions amounting to €7.2 million were recognised as at 31 December 2015 (31 December
2014: €2.6 million). The total cost of the LSI shares in the reporting period amounted to €4.6 million.
The carrying amount of the provisions for the Long-term Sustainable Instrument results from the mea-
surement of the number of LSI shares at the fair value of the closing auction price of Deutsche Börse
shares in electronic trading at the Frankfurt Stock Exchange at the reporting date.
0
0
0
0
The aggregate remuneration paid to members of the Supervisory Board in financial year 2015 was
€2.0 million (2014: €2.3 million).
Supervisory Board
The remuneration paid to former members of the Executive Board or their surviving dependants amounted
to €2.3 million in 2015 (2014: €2.2 million). The actuarial present value of the pension obligations
was €71.8 million as at 31 December 2015 (2014: €64.5 million).
Former members of the Executive Board or their surviving dependants
The actuarial present value of the pension obligations to Executive Board members was €17.5 million as
at 31 December 2015 (2014: €25.4 million). Expenses of €1.7 million (2014: €1.3 million) were rec-
ognised as additions to pension provisions.
In 2015, expenses of €2.0 million were recognised in the consolidated income statement (2014:
€5.1 million), due to the termination of an Executive Board employment. No further expenses were in-
curred during the 2015 financial year (2014: €0.6 million) in connection with the shortening of terms
under the Stock Bonus Plan.
In 2015, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits, amounted to a total of €15.3 million (2014: €13.7 million).
Executive Board
The remuneration of the individual members of the Executive and Supervisory Boards is presented in the
"Remuneration report" in the combined management report.
1) As the grant date for the 2014 tranche is in part not until financial years 2016 to 2019, the number indicated at the reporting date may change subsequently.
2) As the grant date for the 2015 tranche is in part not until financial years 2016 to 2020, the number indicated at the reporting date may change subsequently.
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG as well
as the companies classified as associates of Deutsche Börse AG, investors and investees, and companies
that are controlled or significantly influenced by members of the executive bodies.
On 8 December 2015, 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 the ☑ corporate
governance declaration in the combined management report).
41. Corporate governance
The members of the company's executive bodies are listed in the “Executive Board" and "Super-
visory Board" chapters of this financial report.
40. Executive bodies
Deutsche Börse Group financial report 2015
286
In the reporting period, an expense totalling €1.8 million (2014: €1.6 million) was recognised in staff
costs for the Group Share Plan.
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 2015 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.
Group Share Plan (GSP)
42. Related party disclosures
1) Given that the 2015 tranche stock options for senior executives as well as the CPIP shares will be granted in the years from 2016 to 2019, the number of shares
applicable as at the balance sheet date may be adjusted subsequently.
5.5
7.2
31 Dec 2015
€
Number
46,1971)
Tranche 2014
Non-current
provision as at
Current
provision as at
Settlement
option as at
Fair value/
value/
option as at
price as at
Intrinsic
Deutsche
Börse AG share
Balance as at
31 Dec 2015
Valuation of LSI shares
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Other disclosures
285
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
31 Dec 2015
€
31 Dec 2015
obligation
31 Dec 2015
93,742
3.6
0
3.6
71.65-79.33
81.39
81.39
47,545²)
Tranche 2015
Total
1.7
1.9
3.6
73.50-79.33
81.39
81.39
€m
€m
€m
€
31 Dec 2015
1.7
6.2
17.6
32.6
A new SBP programme was launched in April 2013 for members of the executive board of Eurex Clear-
ing AG. This programme has a three-year waiting period from the grant date. This SBP tranche is mea-
sured using the same parameters as the SBP for senior executives.
In the reporting period, 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 are
paid at the time the bonus is determined. Rather, the entitlement is generally received two or three
years after the grant date ("waiting period"). Within this period, beneficiaries cannot assert shareholder
rights (in particular, the right to receive dividends and attend the Annual General Meeting). 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.
Stock Bonus Plan (SBP)
39. Share-based payment
2.2
1.6
1.1
0.7
1.1
0.9
€m
€m
31 Dec 2014
31 Dec 2015
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
Total
1 to 5 years
Up to 1 year
Expected rental income from subleases ¹)
For the stock bonus of senior executives under the 2012 to 2014 tranches, Deutsche Börse AG has an
option to settle a beneficiary's claim in cash or shares. The company settled the 2012 tranche claims in
cash in February 2015. Cash settlement has been agreed for the 2015 tranche. A cash settlement obli-
gation has existed 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.
Since 1 January 2010, a different method has been applied to calculate the number of stock options for
members of the Executive Board of Deutsche Börse AG, which was terminated prematurely, on 31 Decem-
ber 2015. The method is described below.
To calculate the number of stock options for Executive Board members under the a SBP tranche, the
Supervisory Board defined the 100 per cent stock bonus target in euros for each Executive Board
Executive and Supervisory Boards | Management report | Governance | Financial statements
31 Dec 2015 -
31 Mar 2018
31 Dec 2019
31 Dec 2015-
Tranche 2014
Tranche 2015¹)
Term
Valuation parameters for SBP shares
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.
Evaluation of the Stock Bonus Plan (SBP) and the Stock Plan
Operating leases for buildings, some of which are subleased, have a maximum remaining term of eleven
years. The lease contracts usually terminate automatically when the lease expires. The Group has options
to extend some leases.
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 sep-
arate tranches, which are measured according to their respective residual term using the correspond-
ding parameters of the Stock Bonus Plan for senior executives. This programme expired at the end of
financial year 2013.
282
281
On 20 April 2009, the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) published
a circular on remuneration policies in the banking sector that addresses key aspects of remuneration
practices for sustainable corporate governance and supports their implementation in banking institutions'
day-to-day operations. According to this circular, every banking institution is required to introduce a
remuneration policy that is aligned with its business strategy and corporate goals and values, as well as
with the long-term interests of the financial enterprise, its clients and investors, and that minimises the
institution's risk exposure. Clearstream companies in Luxembourg have therefore revised their remunera-
tion system for executive boards in line with the circular, and introduced a Stock Plan. The 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.
Stock Plan
In the year under review, a new remuneration program (Co-Performance Investment Plan, CPIP) was
introduced, and the CEO was offerered a one-time participation. The appropriate number of virtual shares
is calculated based on the number of shares granted and the increase of Deutsche Börse AG's net profit
for the period attributable to shareholders of the parent company, as well as 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 entities. The performance period for the measurement
of the performance criteria commenced on 1 January 2015 and ends on 31 December 2019. The
shares are subject to a performance period of five years and a holding period until 31 December 2019.
The subsequent payment of the stock bonus will be settled in cash, by 31 March 2021.
The calculation of the payout amount of the stock bonus for the Executive Board depended on the
development of two performance factors during the performance period: firstly, on the relative per-
formance 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 was 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 was calculated as the aver-
age price of Deutsche Börse AG's shares (Xetra closing price) in the two full calendar months preceding
the end of the adjusted performance period, which was subject to early termination as at 31 December
2015.
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 corresponding number of virtual
shares for each Executive Board member was 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 adopted the resolution on the stock bonus target.
Any right to payment of a stock bonus vested only at the end of a so-called performance period. This
performance period was originally three years, but was terminated early, on 31 December 2015, for
the 2013 to 2015 tranches, given the introduction of a new remuneration system commencing on
1 January 2016. Settlement of these tranches is scheduled for March 2016. Members of the Executive
Board are obliged to invest payments made from the 2014 and 2015 tranches into Deutsche Börse AG
shares according to the new remuneration scheme.
Other disclosures
Notes
Deutsche Börse Group financial report 2015
Tranche 2013²)
31 Dec 2015 -
31 Jan 2017
In the reporting period, minimum lease payments amounting to €63.3 million (2014: €59.9 million)
were recognised as expenses. No expenses were incurred for subleases or contingent rentals in the
reporting period.
280
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 are initially recognised depending
on the probability of occurence. In a second step, these risks are measured on the basis of their ex-
pected value. A tax provision is recognised in the event that it is more probable than not that the risks
will occur. Deutsche Börse Group continuously reviews wether the conditions for recognising of corre-
sponding tax provisions are met.
Tax risks
On 27 February 2015, the International Securities Exchange, LLC made an additional investment of
US$30.0 million in The Options Clearing Corporation (OCC) as part of its plan to fund increased regu-
latory capital requirements. Following this investment, the International Securities Exchange, LLC will
retain its 20 per cent ownership in OCC and will be entitled to a share of profits distributed as dividends.
Prior to this additional investment, OCC refunded excess revenues to its clearing members with no in-
come distributed to shareholders. The International Securities Exchange, LLC has also committed to a
capital replenishment plan that provides up to an additional US$40.0 million of funding in the event
that OCC regulatory capital is depleted due to losses other than from the clearing fund.
Other liability risks
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
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. The Group
recognises provisions for litigation and regulatory matters when it has a present obligation arising from
a past event, an outflow of resources with economic benefit to settle the obligation is probable, and it is
able to reliably estimate the amount. In such cases, there may be an exposure to loss in excess of the
amounts recognised as provisions. When the conditions are not met, the Group does not recognise a
provision. As a litigation or regulatory matter develops, Deutsche Börse Group evaluates on an ongoing
basis whether the requirements to recognise a provision are met. The Group may not be able to predict
what the eventual loss or range of loss related to such matters will be. The 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 data as a whole.
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$525.0 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 stayed, pending the outcome of certain petitions filed by ISE with the U.S. Patent
and Trademark Office (USPTO) in which ISE sought to invalidate the CBOE patents. On 2 March 2015,
the USPTO has partially granted ISE's petitions and has issued decisions determining that all three CBOE
patents are at least insofar invalid as they constitute unpatentable abstract ideas. These decisions have
been appealed by CBOE to the U.S. Court of Appeals for the Federal Circuit. A decision on those appeals
is expected in the second half of 2016.
CBOE vs ISE
A dispute has arisen between MBB Clean Energy AG (MBB), the issuer of a bond eligible in Clearstream
Banking AG, and end investors. MBB issued a first tranche of the bond in April 2013 and a second
tranche of the bond in December 2013. The global certificates for the two tranches of the bond were
delivered into Clearstream Banking AG by the paying agent of the issuer. The dispute relates to the non-
payment of the second tranche of the bond with a nominal value of €500.0 million and the purported
lack of validity of the bond. Clearstream Banking AG's role in the dispute on the purported lack of validity
of the MBB Clean Energy AG bond is primarily to safekeep the global note, deposited by the paying
agent of the issuer, as national central securities depository. At this stage, it is unclear if and to what
extent potential damages exist and if so, who would ultimately be responsible. Provisional insolvency
proceedings have meanwhile been opened in respect of the issuer, MBB Clean Energy AG.
Dispute between MBB Clean Energy AG and investors
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the South-
ern District of New York has opened a grand jury investigation against Clearstream Banking S.A. due to
Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US sanction laws.
Clearstream Banking S.A. is cooperating with the US attorney.
Criminal investigations against Clearstream Banking S.A.
Banking S.A., moved to dismiss the case. On 19 February 2015, the US court issued a decision grant-
ing the defendants' motions and dismissing the lawsuit. On 6 March 2015, the plaintiffs appealed the
decision to the Second Circuit Court of Appeals.
Deutsche Börse Group financial report 2015
278
277
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other US
plaintiffs, filed a complaint targeting restitution of certain blocked assets that Clearstream Banking S.A.
holds as a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream
38. Leases
Finance leases
There were no minimum lease payments from finance leases for Deutsche Börse Group neither as at
31 December 2015 nor as at 31 December 2014.
Operating leases (as lessee)
279
438.5
416.7
185.6
155.4
192.4
193.7
60.5
67.6
Deutsche Börse Group financial report 2015
€m
31 Dec 2014
31 Dec 2015
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
Total
More than 5 years
1 to 5 years
Up to 1 year
Minimum lease payments from operating leases"
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.
€m
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014. Bank Markazi has sought review in the Supreme Court. Once that process is
complete, if the funds are turned over, a related case, Heiser vs Clearstream Banking S.A., also seeking
turnover of the same assets, will be dismissed.
Tranche 2012²)
Risk-free interest rate
148,469
2013
0
0.4
0.4
81.21
81.39
81.39
5,089
2012
€m
€m
€m
€
€
€
31 Dec 2015
31 Dec 2015
provision at
81.39
81.39
79.14 81.39
11.7
420,600
Total
1.3
5.7
13.6
11.60;
73.50-79.86
81.39
81.39
179,499
Non-current
2015"
5.3
In its corporate report 2012, Deutsche Börse Group informed about proceedings, Peterson vs Clear-
stream Banking S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turnover of
certain customer positions held in Clearstream Banking S.A.'s securities omnibus account with its US
depository bank, Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages
of US$250.0 million. That matter was settled between Clearstream Banking S.A. and the plaintiffs and
the direct claims against Clearstream Banking S.A. were abandoned.
76.79-81.39
81.39
81.39
87,543
2014
4.1
6.1
0.7
31 Jan 2016
Current
provision at
31 Dec 2015
0
0
€
Exercise price
2.58
2.58
2.58
2.58
%
Dividend yield
32.37
0 to 28.03
0 to 28.03
O to 22.54
%
Volatility of Deutsche Börse AG shares
-0.40
-0.4 to 0.15 -0.40 to 0.26 -0.40 to -0.39
%
0
0
Relative total shareholder return
%
Fair value/
option at
Intrinsic value/
option at
31 Dec 2015
31 Dec 2015
31 Dec 2015
Number
Tranche
share price at
Deutsche
Börse AG
Balance at
Valuation of SBP shares
Settlement
obligation
The valuation model does not take into account exercise hurdles. The volatilities applied correspond
to the market volatilities of comparable options with comparable maturities.
2) The SBP 2012 and 2013 tranches also include SBP options of the Stock Plan for the executive board members of the Luxembourg companies and SBP options
of the 2013 tranche for the members of the Executive Board of Eurex Clearing AG. These options are evaluated using different parameters
1) The SBP 2015 tranche includes SBP options of the Stock Plan for Executive Board members as well as the shares of the Co-Performance Investment Plan, which
are subject to different measurement parameters
20.00
%
Deutsche Börse AG shareholders³)
Net profit for the period attributable to
49.15
39.52
21.91; 50.00
3) Relevant for valuation of shares which relate to CPIP
6.9
Executive and Supervisory Boards | Management report | Governance | Financial statements
Derivatives Markets
Trading
100%
Impendium Systems Ltd
Clearstream Banking AG
100%
Pte. Ltd.
Eurex Clearing Asia
100%
100%
Services s.r.o
100%
International S.A.
Clearstream
Deutsche Boerse Asia
Holding Pte. Ltd.
100%
U.S. Exchange
Eurex Bonds GmbH
79%
Deutsche Börse
Eurex Exchange Asia
Pte. Ltd.
Clearstream Banking S.A.
100%
Indexium AG
■ Central counterparty for equities and bonds
■ Admission of securities (listing)
■ Custody and settlement services for domestic and international securities
■ Global securities financing services and collateral management
■ Investment funds and hedge funds services
■ Distribution of licences for trading and market signals
■ Development and sales of indices (STOXX)
■ Technology solutions for external customers
■Trading participant connectivity
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
Organisational structure
Deutsche Börse Group's organisational structure in financial year 2015 mirrored its business areas:
cash and derivatives markets (Cash & Derivatives Markets division) and securities settlement and
custody (Clearstream division). The market data business area and the Group's information technolo-
gy activities were combined in the IT & Market Data + Services division. Each division was headed
by a member of Deutsche Börse AG's Executive Board. In addition, central functions such as com-
munications and finance were headed by the Chief Executive Officer (CEO) or Chief Financial Officer
(CFO).
85%, 15%2)
Holdings, Inc.
100%
Eurex Repo GmbH
100%
Eurex Clearing AG
100%
Deutsche Boerse
Systems, Inc.
100%
Clearstream Holding AG
100%
119 Remuneration report
(Disclosure based on the HGB)
113 Deutsche Börse AG
106 Report on expected developments
98 Report on opportunities
76 Risk report
performance indicators CR
70 Non-financial key
sheet date events
65 Report on post balance
32 Report on the economic position
31 Deutsche Börse AG shares
about the Group
18 Fundamental information
management report
143 Corporate governance declaration
■ Eurex BondsⓇ OTC trading platform
18
Combined management report
360T Beteiligungs GmbH
100%
100%
Eurex Frankfurt AG
Deutsche Börse AG¹)
Equity investments and partnerships strengthen product and service offering
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of
responsibility.
Management
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
The graphic entitled “Equity investments and partnerships strengthen product and service offering"
gives an overview of Deutsche Börse Group's principal equity investments; its basis of consolidation
is presented in full in note 2 to the consolidated financial statements. Material changes in the
reporting period include the acquisition of 360T and the full takeover of STOXX where Deutsche
Börse AG previously owned 50.1 per cent of the shares; details can be found in the section entitled
"Changes in the basis of consolidation".
Deutsche Börse AG 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 products
(certificates and warrants) in Germany via Börse Frankfurt Zertifikate AG. In addition, Deutsche Börse AG
operates the Eurex Exchange derivatives market via Eurex Frankfurt AG and Eurex Zürich AG. Two
other derivatives markets, European Energy Exchange (EEX) and International Securities Exchange (ISE)
in the United States, are operated by indirect subsidiaries. Deutsche Börse AG operates a foreign
exchange trading platform via its subsidiary 360T Beteiligungs GmbH (360T), acquired in 2015.
The Group also offers clearing services for the cash and derivatives markets (Eurex Clearing AG).
Furthermore, 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 (Clearstream
Holding group). These include transaction settlement, the administration and custody of securities,
as well as services for global securities financing, investment funds and hedge funds. Deutsche
Börse AG and Clearstream Services S.A. develop and operate Deutsche Börse Group's technological
infrastructure.
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2015, the Group employed 5,283 people at 38 locations
in 30 countries. 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, securities custody, services for liquidity and collateral management, and the provi-
sion of market information, down to the development and operation of IT systems that support all
these processes.
Business operations and Group structure
Overview of Deutsche Börse Group
Fundamental information about the Group
This combined management report covers both Deutsche Börse 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 al-
so takes into account the requirements of the Practice Statement “Management Commentary" issued
by the International Accounting Standards Board (IASB).
Deutsche Börse Group financial report 2015
Combined
■ Cash market with the Xetra® and Börse Frankfurt trading venues
■ C7Ⓡ electronic clearing architecture
BrainTrade Gesellschaft
Clearstream Global
Securities Services Limited
100%
Clearstream Operations
Prague s.r.o
100%
Tradegate Exchange GmbH
75%, (4%) 6)
Clearstream Services S.A.
100%
50%
Deutsche Börse Photography
Foundation gGmbH
100%
Powernext SA
88%
für Börsensysteme mbH
14%, 14%7)
Infobolsa S.A.
Börse Frankfurt Zertifikate
Holding S.A. in liquidation
100%
Exchange AG
63%
European Energy
Clearstream Banking
Japan, Ltd.
China Europe International
100%
Market News
International Inc.
Exchange Holdings, Inc.
100%
Eurex Global Derivatives AG
100%
Eurex Zürich AG
Exchange AG
40%
Börse Frankfurt
Zertifikate AG
100%
100%
REGIS-TR S.A.
50%
STOXX Ltd.
100%
50%, 50%³)
LuxCSD S.A.
50%
Cleartrade Exchange
Pte. Limited
Deutsche Börse
Deutsche Börse Group financial report 2015
The Annual General Meeting resolves on the appropriation of the unappropriated surplus, appoints
the shareholder representatives on the Supervisory Board and approves the actions of the Executive
Board and the Supervisory Board. In addition, it resolves on corporate actions and other matters gov-
erned 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 state-
ments prepared by the Executive Board. Members of the Supervisory Board are appointed for a period
of three years, although the Annual General Meeting may determine a shorter term of office when
electing members. Until the Annual General Meeting on 13 May 2015, the Supervisory Board of
Deutsche Börse AG had 18 members in the reporting period: twelve shareholder representatives and
six employee representatives. Effective as from the end of the Annual General Meeting of Deutsche
Börse AG, the size of the Supervisory Board was reduced from 18 members to twelve.
The Executive Board manages the company at its own responsibility; the Chief Executive Officer co-
ordinates the activities of the Executive Board members. In financial year 2015, the Executive Board
of Deutsche Börse AG had five members. It only consisted of six members during the transition period
in the months of April and May. Carsten Kengeter, who was appointed to the Executive Board in
April 2015, assumed the function of Chief Executive Officer with effect from 1 June 2015. Reto
Francioni, the former CEO, left the company on 31 May 2015. The remuneration system and the
remuneration paid to the individual members of the Executive Board are described in detail in the
remuneration report.
Reporting segments
Deutsche Börse Group classifies its business into four segments: Eurex, Xetra, Clearstream and Mar-
ket Data Services. This structure serves as a basis for the Group's internal management and for fi-
nancial reporting (see the table entitled “Deutsche Börse Group's reporting segments" for details).
Deutsche Börse Group's reporting segments
Reporting segment
Eurex
Xetra
Clearstream
Market Data + Services
Business areas
■ Electronic trading of European derivatives (Eurex Exchange), US options (ISE), commodities (EEX
group) and foreign exchange (360T)
■ Eurex RepoⓇ over-the-counter (OTC) trading platform
20
■ Central counterparty for on- and off-exchange derivatives and repo transactions
19
6) Direct equity interest Deutsche Börse AG: 75%, equity interest of 4%, which is held indirectly via Tradegate AG Wertpapierhandelsbank
Commodities GmbH
52%
16%
EPEX Spot SE
11%, 40%4)
APX Holding B.V.
100%
Deutsche Börse
Cloud Exchange AG
50%, (15%) 5)
1) Simplified presentation of main shareholdings (rounded values), as at 1 January 2016
2) Direct equity interest Eurex Frankfurt AG: 85%, direct equity interest Deutsche Börse AG: 15%
3) Direct equity interest Deutsche Börse AG: 50%, direct equity interest Eurex Global Derivatives AG: 50%
4) Direct equity interest European Energy Exchange AG: 11%, direct equity interest Powernext SA: 40%
5) Direct equity interest Deutsche Börse AG: 50%, equity interest of 15%, which is held indirectly via Zimory GmbH
7) Direct equity interest Deutsche Börse AG: 14 %, direct equity interest Börse Frankfurt Zertifikate AG: 14%
100%
International Securities
Chief Risk Officer
CEO, who has also assumed responsibility for innovation, technological transformation and digitisation.
For reorganisation details, see the graphic entitled “Deutsche Börse Group's management structure
as at 1 January 2016". The described reorganisation of divisions will not impact the Group's reporting
segments.
Deutsche Börse Group financial report 2015
22
21
Compensation Officer
Portfolio Management
Group Project
Strategic Finance
Group Organisational
Services
Executive Office
European Energy
Exchange (EEX)
FX/360T
Objectives and strategies
Management systems
Executive Office
Treasury
Market Operations
Core Markets
Development
& Administration
Group Client Services
& Product Development
Group Business
Innovation
Group CIP &
Operational Excellence
Capital Markets
Academy
Group Sales
Market Data
+ Services
Deutsche Börse Group's objectives and strategies
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's
business model enhances the capital markets' stability, efficiency and integrity. Issuers benefit from
the low capital costs it offers, while investors enjoy high liquidity and low transaction costs. At the
same time, Deutsche Börse stands for transparent, secure capital markets in which organised trading
is based on free price formation.
Deutsche Börse's business success is founded on its business model: its broadly diversified product
and service range covers the entire value chain for financial market transactions and is well-placed to
weather challenging economic phases. The business model aims to offer customers reliable services in
an efficient and cost effective manner, based on the following key principles:
Deutsche Börse Group financial report 2015
24
23
▪ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
business activities are conducted responsibly and with a view to the future. In addition, the Group pur-
sues a sustainable human resources policy and is committed to the environment and hence to conserv-
ing resources. It enhances its commitment to sustainability and its reporting on an ongoing basis in or-
der to establish itself as a long-term role model on the market.
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process, and something that the company is working constantly to enhance. In this context, providing
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with both customers and the general public.
Deutsche Börse Group's objectives and strategies include discharging its corporate responsibility holisti-
cally. In line with this, its management approach is guided by three action-based principles that aim to
sustainably strengthen and preserve the value added to the economy and to society by Deutsche Börse
Group:
Management approach for a Group-wide commitment to sustainability CR
Deutsche Börse Group is committed to transparent, reliable and liquid financial markets, although it
cannot affect how the volume drivers for these markets develop. However, the Group is able to influ-
ence the other factors to some extent or to control them in full; for instance, it can lobby for a favour-
able legal framework for the financial markets or it can develop products and services to support its
customers' business. This also enables it to reduce its dependence on those factors that are beyond
its control.
■The Group's innovative strength: will it succeed in continually introducing new products and ser-
vices for which there is demand on the market?
■ Structural changes in the financial markets: for example, trading activity increases if investment
funds make greater use of derivatives to implement their trading strategies.
Regulatory requirements affecting all market participants: if regulatory initiatives (e.g. EMIR, Capital
Requirements Directives) strengthen the role of exchanges, this will also benefit Deutsche Börse
Group.
■
■ The effect of macroeconomic conditions on the financial markets: for example, greater stock market
volatility typically leads to higher levels of trading in the cash and derivatives markets.
Deutsche Börse Group's ability to achieve its organic growth targets depends on the following factors,
among others:
Deutsche Börse Group has a scalable business model, which permits higher business volumes at rela-
tively minor additional costs. With a strong business performance, this means that income growth will
exceed cost increases. To reinforce the scalability of its business model, the Group has introduced clearly
defined profit growth targets. Accordingly, it anticipates net revenue increases of between 5 and 10 per
cent annually from 2016 onwards, based on its current business portfolio and assuming a continued re-
covery of the world economy as well as medium-term interest rate rises. The Group is targeting 10 per
cent to 15 per cent increases in earnings before interest and taxes (EBIT) and consolidated net profit for
the period attributable to Deutsche Börse AG shareholders.
class (for more details, please refer to the report on opportunities). When selecting potential further
opportunities, the company will continue to adopt a disciplined approach, only pursuing acquisitions
that sustainably create value.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
For instance, it is looking to implement a Group-wide approach to marketing, innovation and operations
- in order to better meet changing client needs and to gradually exploit unused sales potential. To expe-
dite its realignment and to intensify collaboration, Deutsche Börse already established a cross-divisional
Group Management Committee on 1 July 2015. It has also conducted an in-depth review of organic
growth initiatives and re-prioritised some of them. Specifically, the company is looking to expedite its ex-
pansion into new markets and asset classes. Deutsche Börse will further expand its existing initiatives in
high-growth geographies (such as Asia), through stronger focus and enhanced competence. The current
focus of external growth options is on strengthening existing growth areas and on exploring new asset
classes and services. Acquisitions in this context included the takeover of the remaining shares in STOXX
from SIX Group, making Deutsche Börse Group the sole shareholder of STOXX. As a result, the Group
has been able to significantly increase its strategic flexibility in the fast-growing index business. In addi-
tion, the acquisition of 360T has allowed Deutsche Börse to explore the attractive foreign exchange asset
In order to maintain its leading position among exchange organisations and to grow further, Deutsche
Börse Group launched its Group-wide "Accelerate” programme at the end of July 2015, with the follow-
ing objectives: to actively participate in global competition among capital markets infrastructure providers
- in an agile, ambitious and effective manner, and with a strong client focus; to turn Deutsche Börse into
the global market infrastructure provider of choice, being top-ranked in all its activities. Deutsche Börse
has embarked upon a broad range of specific initiatives in order to achieve this strategic goal.
The efficiency of this business model can be seen from the fact that Deutsche Börse Group has gen-
erated strong cash flows from operating activities for many years and that it is one of the most cost-
effective providers of trading, clearing and settlement services.
Developing and operating proprietary electronic systems for all processes along the value chain
Organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
FX products, fixed-income products and derivatives on these underlyings
Providing these services for different asset classes such as equities, bonds, funds, commodities,
Integrating different financial market services such as trading, clearing, settlement, securities cus-
tody, liquidity and collateral management, as well as index and market data services
■
"
"
Investment Funds
Services & GSF
■ Increasing public awareness. The Group is part of civil society and as such has a responsibility to-
wards it. It is committed to fulfilling this role both in Germany and in its international locations. It sys-
tematically bases its actions on local requirements and, as a good corporate citizen, takes part in long-
term cooperative initiatives aimed at strengthening structures in the non-profit sector.
Settlement & Custody
Core Products
Portfolio Management
Net revenue is composed of sales revenue plus net interest income from banking business and from
other operating income, less volume-related costs. Sales revenue from external customers is general-
ly dependent on the growth factors described above (the performance of the financial markets, regu-
latory and structural changes, and the Group's innovative strength). Net interest income from bank-
ing business is dependent on how Clearstream's international settlement business performs, on the
one hand, and on developments of short-term interest rates, particularly in the euro zone and the
USA, on the other. In addition to income from the Clearstream segment, net interest income has also
included interest income and expenses in the Eurex segment since the first quarter of 2015. This in-
come is generated by the Group's clearing houses from investing their clients' cash collateral. Other op-
erating income results from exchange rate differences, among other things. Volume-related costs
normally correlate with sales revenue in the relevant business areas, such as fees and commissions
from banking business or the cost of purchasing price data. In addition, various licence fees (e.g. for
index licences) contribute to volume-related costs.
Operating costs include staff costs, depreciation, amortisation and impairment losses, and other op-
erating expenses. Staff costs consist of wages and salaries, social security contributions and the cost
of retirement benefits. They are subject to inflation adjustments and depend partially on Deutsche
Börse AG's share price performance, as they also include changes in the provisions for and payments
under the Stock Bonus Plan for members of the Executive Board and senior executives that was in-
troduced in 2007. As of 1 January 2016, a new renumeration system is in place (for details see the
remuneration report). 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 comprise the costs of developing and operating the Group's techno-
logical infrastructure, office infrastructure costs and marketing costs.
Around 75 per cent of Deutsche Börse Group's costs are fixed costs (excluding special factors). As a
result, the Group can handle higher volumes of business without a significant increase in costs. Con-
versely, a decline in business volumes has a direct impact on the Group's profitability. Approximately
25 per cent of the Group's costs are volume-related costs.
Deutsche Börse Group manages its EBIT using net revenue and operating costs. At Group level, the
net profit for the period attributable to Deutsche Börse AG shareholders also serves as a performance
indicator for internal management.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
The balance sheet key performance indicators include cash flows from operating activities, a prede-
fined liquidity target and equity less intangible assets. Liquidity planning aims at maintaining enough
liquidity to meet operating costs for one quarter (currently between €150 million and €250 million).
There is no set target for the Group's management of its equity less intangible assets KPI; rather, the
objective is to maintain a positive figure.
The interest coverage ratio is the ratio of EBITDA to the interest expense from financing activities. As
part of its capital management programme, the Group aims to achieve an interest coverage ratio of at
least 16 for Deutsche Börse Group. In addition, the goal is to achieve a maximum ratio of interest-
bearing gross debt to EBITDA of 1.5 at Group level. The latter performance indicator is particularly
important at present in protecting the Group's current AA rating. The goal of the Clearstream sub-
group is to maintain an interest coverage ratio of 25 and to comply with other capital adequacy
measures to protect its current AA rating. Because Clearstream had no financial liabilities from non-
banking business in either the reporting period or the previous year, no interest coverage ratio had to
be calculated for the subgroup.
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas.
The main financial and economic criteria are key performance indicators such as net present value
(NPV), the payback period and the return after tax, which are calculated on the basis of the project
or business plans. Risks are monitored at all levels of project work, i.e. both when prioritising and
steering projects and during ongoing project management.
Further information on the Group's financial position is presented in the “Financial position" sec-
tion of this combined management report.
Internal control system as part of the financial reporting process
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises a set
of rules for the management of corporate activities as well as guidelines which help to ensure that
such rules are being observed. Monitoring tasks are implemented through process-integrated measures
(such as organisational safeguards and checks) as well as through process-independent measures.
All business divisions are responsible that Group-wide ICS requirements are met in their respective
areas of responsibility.
The purpose of the accounting-related ICS is to ensure orderly accounting practices.
The central Financial Accounting and Controlling (FA&C) division is primarily responsible for prepar-
ing the accounts at Deutsche Börse AG and its consolidated subsidiaries. FA&C is supported in this
task by decentralised units, which have to comply with the standards set by FA&C. The head of
FA&C is responsible for the process, including effective safeguards and controls. The goal is to en-
sure that risks in the accounting process are identified early on so that remedial action can be taken
in good time. In order to maintain consistent and continuous accounting processes, FA&C provides
centralised, regularly updated accounting manuals as well as guidelines and work instructions for the
material accounting processes as part of the preparation of the annual financial statements and
consolidated financial statements of Deutsche Börse AG. All FA&C employees have access to this
documentation, accounting manuals and account allocation guidelines, allowing them to obtain in-
formation on the management judgements and accounting options exercised by Deutsche Börse
Group.
Deutsche Börse Group's internal management system is based on key performance indicators taken from
the income statement (net revenue, operating costs, EBIT, the Group's net profit for the period attributa-
ble to Deutsche Börse AG shareholders) and the balance sheet (cash flows from operating activities, li-
quidity, equity less intangible assets). Additionally, the system includes key performance indicators that
are derived from the income statement and the balance sheet (interest coverage ratio, interest-bearing
gross debt / EBITDA and return on shareholders' equity).
-
26
Deutsche Börse Group financial report 2015
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting en-
vironment and adjusts its process in line with them. This applies in particular to national and inter-
national accounting standards.
Another key feature of the ICS is the principle of the separation of functions: tasks and responsibili-
ties are clearly defined and allocated within the organisation. Incompatible tasks – such as modifying
master data on the one hand and issuing payment instructions on the other are strictly segregated
-
at a functional level. An independent control unit grants individual employees access rights to the
accounting system and monitors these permissions continuously using an incompatibility matrix.
Transactions are initially recorded in the general ledger or the appropriate subledgers on the basis of
the chart of accounts and the account allocation guidelines. The principle of dual control applies to
all closing entries made and to preparation of the consolidated financial statements.
All major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the
same system. Accounting data from the other companies is uploaded for inclusion in the consolidat-
ed financial statements. Liabilities, expenses and income for individual transactions are recorded in
separate accounts under the name of the counterparty concerned. Any consolidation differences are
reviewed centrally and sent to the accounting departments of the companies concerned for clarifica-
tion.
The processes, systems and controls described above aim to provide reasonable assurance that the
accounting system complies with the applicable principles and laws. In addition, Compliance and In-
ternal Audit act as a further line of defence, performing risk-based, process-independent checks on
whether the ICS is appropriate and effective. The Executive Board and the Audit Committee estab-
lished by the Supervisory Board receive regular reports on the effectiveness of the ICS with respect to
the financial reporting process.
Research and development activities
As a service provider, Deutsche Börse Group does not engage in research and development activities
comparable to those of manufacturing companies. As a result, this combined management report
does not contain a detailed research and development report. However, Deutsche Börse does devel-
op and operate its own trading and clearing systems as well as system solutions designed to achieve
its structural growth objectives. The company works constantly to maintain and enhance the tech-
nology leadership and stability of its electronic systems in the interests of its customers and the sys-
temic stability of the financial markets. This is why Deutsche Börse has significantly overhauled its
trading and clearing systems, which go by the trade names T7Ⓡ and C7®. Other technically challeng-
ing projects include implementing the European Central Bank's plans to create a uniform, pan-
European securities settlement platform (TARGET2-Securities).
In 2015, research and development expenses amounted to €207.3 million (2014: €221.7 million);
of this figure, approximately 48 per cent (2014: 39 per cent) was attributable to development costs
that were capitalised as internally developed software. In addition, €55.8 million of capitalised de-
velopment costs were amortised in 2015. This means that research and development costs amount-
ed to 9 per cent of net revenue (2014: 11 per cent). In the Eurex and Clearstream segments, which
mainly invest in systems upgrades, research and development costs amounted to 9 per cent and 13
per cent of net revenue, respectively. Details can be found in ☑ note 7 to the consolidated financial
statements.
Further details of product and services development activities can be found in the ☑ report on oppor-
tunities and the report on expected developments.
25
International
Securities Exchange
Cash Market
Deutsche Börse AG has realigned the assignment of responsibilities within its Executive Board, effective
1 January 2016, in order to place client focus at the heart of its organisational structure. The newly cre-
ated Clients, Products & Core Markets division combines Deutsche Börse Group's derivatives trading
businesses (including ISE), its clearing house as well as Clearstream's settlement and custody business
within Deutsche Börse Group. Clients, Products & Core Markets will also be responsible for coordinating
Group-wide product development as well as global sales activities. As the second newly created division,
IT & Operations, Data & New Asset Classes combines Deutsche Börse Group's IT activities and market
operations. Deutsche Börse Group's fast-growing market data businesses, the electronic foreign exchange
trading platform 360TⓇ, as well as EEX group also belong to this division. Deutsche Börse Group's cash
market businesses, comprising Xetra, the Frankfurt Stock Exchange and the certificates and warrant
businesses, has gained divisional status, given its high political as well as macroeconomic importance.
The Cash Market, Pre-IPO & Growth Financing division also encompasses the creation of a pre-IPO mar-
ket and is responsible for developing and establishing instruments for growth financing. The CEO and
CFO portfolios have remained largely unchanged. Human Resources was added to the portfolio of the
Group Venture
Human Resources
& Regulatory Affairs
Group Legal
Investor Relations
Chief Compliance
Officer
Financial Accounting
& Controlling
G. Pottmeyer
Group Information
Security
Operations
IT Infrastructure &
Applications &
Architecture/Group CIO
Growth Financing
Pre-IPO Markets/
DB Venture Network
Clearing/CCP/CH
CFO
IT & Operations, Data
& New Asset Classes
A. Preuss
Cash Market, Pre-IPO
& Growth Financing
H. Stars
& Core Markets
J. Tessler
Clients, Products
Group Audit
Corp. Communications,
Marketing & Publ. Affairs
Group Strategy/
Mergers & Acquisitions
C. Kengeter
CEO
Group Executive Board
Deutsche Börse Group's management structure as at 1 January 2016
Chief of Staff
Internal management
289
The Combined Group would have headquarters in London and Frankfurt, with an efficient distribu-
tion of corporate functions in both locations. The Combined Group would have a unitary board with
equal representation from LSE and Deutsche Börse and be constituted in accordance with the UK
Executive and Supervisory Boards | Management report | Governance | Financial statements
Of the average number of employees during the year, 26 (2014: 23) were classified as Managing
Directors (excluding Executive Board members), 370 (2014: 357) as senior executives and 4,548
(2014: 3,803) as employees.
There was an average of 4,643 full-time equivalent (FTE) employees during the year (2014: 3,911).
Please refer also to the “Employees" section in the combined management report.
44. Events after the end of the reporting period
Potential merger with London Stock Exchange (LSE)
Further to recent speculation, the Management Board of Deutsche Börse and the Board of LSE (here-
inafter also referred to as “the Boards") confirmed on 23 February 2016 that they are in detailed
discussions about a potential merger of equals of the two businesses (potential merger).
The potential merger would be structured as an all-share merger of equals under a new holding com-
pany. Under the terms of the potential merger, Deutsche Börse shareholders would be entitled to re-
ceive one new share in exchange for each Deutsche Börse share and LSE shareholders would be en-
titled to receive 0.4421 new shares in exchange for each LSE share. Based on this exchange ratio, the
parties anticipate that Deutsche Börse shareholders would hold 54.4 per cent, and LSE shareholders
would hold 45.6 per cent of the enlarged issued and to be issued share capital of the combined group.
The combined group would have a unitary board composed of equal numbers of Deutsche Börse and
LSE directors.
The Management Board of Deutsche Börse and the Board of LSE believe that the potential merger
would represent a compelling opportunity for both companies to strengthen each other in an indus-
try-defining combination, creating a leading European-based global markets infrastructure group. The
combination of Deutsche Börse and LSE's complementary growth strategies, products, services and
geographic footprint would be expected to deliver an enhanced ability to provide a full service offer-
ing to customers on a global basis. Deutsche Börse and LSE believe that the potential merger would
offer the prospect of enhanced growth, significant customer benefits including cross-margining be-
tween listed and OTC derivatives clearing (subject to regulatory approvals), as well as substantial
revenue and cost synergies and increased shareholder value. All key businesses of Deutsche Börse
and LSE would continue to operate under their current brand names. The existing regulatory frame-
work of all regulated entities within the combined group would remain unchanged, subject to cus-
tomary and final regulatory approvals.
Discussions between the parties remain ongoing regarding the other terms and conditions of the
potential merger.
The formal announcement of the potential merger remains conditional on, inter alia, agreement on
the other terms and conditions of the potential merger, satisfactory completion of customary due
diligence and final approval by the Boards of Deutsche Börse and LSE. The parties reserve the right
to a) waive these pre-conditions, b) with the agreement of the other party, to vary the form of con-
sideration and/or make an offer on higher or lower terms (including the exchange ratio), albeit no
revision is currently expected, and/or c) to adjust the terms to take account of any dividend an-
nounced, declared, made or paid by either party, save for ordinary course dividends (consistent with
past practice in timing and amount) declared or paid prior to completion.
290
Deutsche Börse Group financial report 2015
Other disclosures
There can be no certainty that any transaction will occur. Any transaction would be subject to regu-
latory approval, Deutsche Börse shareholders' acceptance and LSE shareholder approval, as well as
other customary conditions.
On 26 February 2016, further to the announcement on 23 February 2016, LSE and Deutsche Börse
set out below a summary of further key terms which the parties have agreed in relation to the poten-
tial merger of LSE and Deutsche Börse (potential merger) to form a combined group (Combined
Group):
■Combined Group to be a UK plc domiciled in London
■LSE in London and Deutsche Börse in Frankfurt to become intermediate subsidiaries of the Combined
Group
■Combined Group to have headquarters in London and Frankfurt
■ Combined Group to seek a Premium Listing on the London Stock Exchange and Prime Standard listing
on the Frankfurt Stock Exchange
■ Balanced governance structure of the Combined Group board with equal representation from LSE and
Deutsche Börse to include:
Donald Brydon as Chairman
- Joachim Faber as Deputy Chairman and Senior Independent Director
David Warren as CFO and executive director
■ A joint committee (Referendum Committee) has been set up to advise on the implications of the vote
by the United Kingdom electorate on the European Union membership of the United Kingdom.
Further key terms
The potential merger would be structured as an all-share merger of equals under a new UK holding
company. LSE in London and Deutsche Börse in Frankfurt would become intermediate subsidiaries
of the Combined Group. The existing regulatory framework of all regulated entities within the Com-
bined Group would remain unchanged, subject to customary and final regulatory approvals. The
Combined Group would seek a premium listing on the London Stock Exchange and a prime standard
listing on the Frankfurt Stock Exchange. It is envisaged that the Combined Group shares would be
eligible for inclusion in the EURO STOXX®, DAX® and FTSE Russell index series.
Under the UK City Code on Takeovers and Mergers (Code), the new holding company or Deutsche
Börse are required, by no later than 5.00 p.m. on 22 March 2016 (if not extended with the consent
of the UK Takeover Panel), to do one of the following: (i) announce a firm intention to make an offer
for LSE in accordance with the Code; or (ii) announce that they do not intend to make an offer and
that they will not make an offer for LSE for a period of six months.
Notes
Other business relationships with key management personnel
4,643
31 Dec 2014
€m
Associates
14.0
10.0
-9.5
-9.2
4.7
2.1
-0.6
-1.5
0.2
0
Joint Ventures
Other Shareholdings
Total sum of business
transactions
14.2
10.0
31 Dec 2015
€m
-10.7
31 Dec 2014
€m
2014
€m
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
In financial year 2015, the employee representatives on Deutsche Börse AG's Supervisory Board re-
ceived salaries (excluding Supervisory Board remuneration) amounting to €0.7 million (2014:
€0.7 million). The total consists of the respective total gross amounts for those employee representatives
who drew salaries from Deutsche Börse AG in the year under review.
Business relationships with related parties and key management personnel
Business relationships with related parties
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2015 financial year. All transactions were
concluded at prevailing market terms.
Transactions with related entities¹)
Amount of the
transactions
Amount of the
transactions
revenues
expenses
Outstanding balances
receivables
Outstanding balances liabilities
2015
2014
€m
€m
2015
€m
31 Dec 2015
€m
3,911
-9.2
0
Deutsche Börse Group financial report 2015
Moreover, a member of the Supervisory Board of STOXX Ltd., Zurich, Switzerland, also holds a key
management position within law firm Lenz & Staehelin AG, Geneva, Switzerland. Deutsche Börse Group
reported liabilities to this law firm of approximately €560.0 thousand in the 2015 financial year.
On the board of directors of EEX AG's subsidiary Powernext SA, Paris, France, representatives of Power-
next SA's other shareholders hold key positions. These shareholder representatives also hold key posi-
tions in Powernext SA's shareholder companies, i.e. RTE - French Transmission System Operator, Paris,
France (parent company of HGRT - Holding of European Transmission System Operators); and GRTgaz,
Bois-Colombes, France (parent company of 3GRT, Tarascon, France). During the 2015 financial year,
Powernext rendered development and maintenance services for customised software solutions in the
area of market coupling and balancing, as well as in connection with an electronic trading platform for
3GRT. The company generated €578.0 thousand in revenue with these services during the 2015 finan-
cial year.
Furthermore, Powernext provides services to French power transmission system operator RTE, in the
context of customised software development, with subsequent implementation, maintenance and other
services. Revenue generated from these services totalled €393.0 thousand in 2015.
The board of directors and the executive board of LuxCSD S.A., an associate from Deutsche Börse
Groups's perspective, each comprise six members of management of fully consolidated subsidiaries who
are maintaining a leading position within these subsidiaries, too. Since the date of deconsolidation of
LuxCSD in 2015, there have been business transactions with Clearstream Banking S.A., Clearstream
Services S.A., Clearstream International S.A. and Clearstream Banking AG. Within the scope of these
transactions there have been liabilities in the amount of €337.0 thousand and receivables in the amount
of €400.0 thousand.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Selected executives of Deutsche Börse Group subsidiaries also hold a key management position within
the Clearstream Pension Fund ASSEP. This defined benefit plan, established in favour of Luxembourg
staff of Clearstream International S.A., Clearstream Banking S.A., as well as Clearstream Services S.A.,
is funded through cash payments to an "association d'épargne-pension" (ASSEP) under Luxembourg law.
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, an associate of Deutsche Börse Group. There is no
monetary remuneration for this position on Deutsche Börse Commodities GmbH's board of directors.
43. Employees
Employees
Average number of employees during the year
Employed at the reporting date
Employees (average annual FTEs)
2015
2014
4,944
4,183
5,283
4,540
288
0
287
On 30 July 2009, European Commodity Clearing Luxembourg S.à r.L., Luxembourg, (ECC Luxembourg),
- a subsidiary of European Commodity Clearing AG and therefore a member of the EEX group - entered
into a managing director agreement with ffp Conseils SARL, Metz, France, for an indefinite period. The
subject of the agreement is to provide a natural person for the function of managing director in the man-
agement of ECC Luxembourg. In addition to this position as managing director of ECC Luxembourg, this
person is also a member of the key management personnel at the parent company of ffp Conseils SARL,
pmi Beratung GmbH. During the fourth quarter of 2015, the billing for the managing director's activities
was transferred from ffp Conseils SARL to pmi Beratung GmbH. ECC Luxembourg paid approximately
€60.0 thousand for these management services during the 2015 financial year.
0
0
0
0
0
0
-1.2
0
0
0
-1.2
0
4.7
2.1
-1.8
-1.5
1) The table was adjusted by removing the selection criterion of outstanding balances being material. The previous year's figures were adjusted accordingly.
Monetary business relationships 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.
Moreover, agreements for the provision of advisory services were entered into between Deutsche
Börse AG and KM Networks GmbH, Hofheim, Germany, in financial year 2015. supervisory board
member of European Energy Exchange AG is at the same time a member of the key management per-
sonnel at the consultancy firm KM Networks. Payments of €7.0 thousand were made in connection with
these advisory services in financial year 2015.
Notes
· Carsten Kengeter as CEO and executive director
Corporate Governance Code. At completion, Donald Brydon, Chairman of LSE, would become Chair-
man of the Combined Group while Joachim Faber, Chairman of Deutsche Börse, would become
Deputy Chairman and Senior Independent Director of the Combined Group. Carsten Kengeter, CEO of
Deutsche Börse, would assume the role of CEO and executive director of the Combined Group while
David Warren, CFO of LSE, would become CFO and executive director of the Combined Group.
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
Paris
USA
17, rue de Surène
75008 Paris
France
Asia
60316 Frankfurt/Main
26-28, rue de Londres
Beijing
Germany
75009 Paris
France
Westend Carrée
Grüneburgweg 16-18
Prague
60322 Frankfurt/Main
Germany
Leipzig
Augustusplatz 9
04109 Leipzig
Germany
Dubai
60 Broad Street Floor 26
New York, NY 10004
USA
New York, NY 10038
USA
40 Fulton Street Floor 5
New York
L-1855 Luxembourg
Madrid
Palacio de la Bolsa
Plaza de la Lealtad, 1
28014 Madrid
Spain
Milan
Via Monte di Pietà 21
20121 Milano MI
Italy
Moscow
Vozdvizhenka Street 10
3rd Floor, Regus Business Centre
125009 Moskva
Conrad Tower Building
Level 10, Unit 1006
Russia
P.O. Box
8021 Zurich
Switzerland
Selnaustrasse 30
P.O. Box
8021 Zurich
Switzerland
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
Löwenstrasse 3
42, Avenue JF Kennedy
Sheikh Zayed Road
United Arab Emirates
Sokolovská 662/136b
18600 Praha 8
Czech Republic
Zurich
Geschäftshaus Sihlporte
Löwenstrasse 1
5th Floor
8001 Zurich
Switzerland
3-1-41 Tayuan DRC
1 Xindong Road
100600 Beijing, Chaoyang
District
P.R. China
Room 701, China Central Place,
Tower 3
77 Jianguo Road
100025 Beijing, Chaoyang
District
P.R. China
Australia
Sydney
Level 26
44 Market Street
Sydney NSW 2000
Australia
For more information on our
addresses please visit
www.deutsche-boerse.
com/addresses.
Futurama Business Park
Building B
Japan
Tokyo 100-0004
Chiyoda-ku
Hong Kong
2904-7, 29/F, Man Yee Building
68 Des Voeux Road, Central
Hong Kong
Mumbai
Level 8, Vibgyor Towers
G Block, C-62,
Bandra Kurla Complex
Mumbai
India
Singapore
400 051
P.O. Box 27250
Dubai
9 Raffles Place
Singapore 048619
Republic of 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
Marunouchi Kitaguchi Building
Other disclosures
1–6–5, Marunouchi
#27-01 Republic Plaza
The Square
27F
United Kingdom
Deutsche Börse Group financial report 2015
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, 4 March 2016
Deutsche Börse AG
ई
Carsten Kengeter
Andreas Preuss
Haube Pras
Hauke Stars
Jeffy Tessier
Jeffrey Tessler
6. Роср
Gregor Pottmeyer
295
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Auditor's report
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 comprehen-
sive income, the consolidated balance sheet, the consolidated cash flow statement, the consolidated
statement of changes in equity and the notes to the consolidated financial statements, together with the
combined management report for the financial year from 1 January to 31 December 2015. The prepara-
tion 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 Sec-
tion 315a (1) of the German Commercial Code [HGB] are the responsibility of the company's executive
board. Our responsibility is to express an opinion on the consolidated financial statements and on the com-
bined 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 Section 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 accordance with
the applicable financial reporting framework and in the combined management report are detected with rea-
sonable 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 determination 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 exam-
ined primarily on a test basis within the framework of the audit. The audit includes assessing the annual
financial statements of those entities included in consolidation, the determination of entities to be included
in consolidation, the accounting and consolidation principles used and significant estimates made by the
executive board, 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 Section 315a (1)
HGB and full IFRS and give a true and fair view of the net assets, financial position and results of opera-
tions 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, 4 March 2016
KPMG AG
294
293
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 1 March 2016. The Supervisory Board is responsible for examining the con-
solidated financial statements and stating whether it endorses them.
45. Date of approval for publication
Luxembourg
On completion of the transaction, Xavier Rolet will step down from his role as CEO of LSE. Donald
Brydon, Chairman of LSE, said: “Xavier has been the architect of LSE's considerable value creation
and has offered to retire in order to ensure the successful creation of the new group. The Board of
LSE is indebted to Xavier for this action which is consistent with his focus on putting the interests
of shareholders and clients first. It has accepted his offer. He has agreed to remain available to the
new Board to assist in any way to ensure an effective transition. With open access enshrined in Euro-
pean Securities law, the Board considers that the value creating opportunities of the combination
stand as a testament to his achievement at LSE."
Compelling strategic rationale
The Boards believe that the potential merger would represent a compelling opportunity for both com-
panies to strengthen each other in an industry-defining combination, creating a leading European-
based global markets infrastructure group. The combination of LSE and Deutsche Börse's comple-
mentary growth strategies, products, services and geographic footprint would be expected to deliver
an enhanced ability to provide a full service offering to customers on a global basis.
The Boards also believe that the Combined Group would offer the potential for significant customer
benefits. By connecting the London and Frankfurt cash exchanges, a liquidity bridge would be estab-
lished, broadening customer access to more securities to the benefit of market participants in line
with the evolving regulatory landscape. Furthermore, a portfolio margining service between listed and
OTC derivatives markets would provide cost of capital savings and margin relief.
The Combined Group would be customer-centric and in an ideal position to help clients navigate the
emerging regulatory landscape. The full service offering of the Combined Group would build on its
deep liquid and transparent trading markets, leading clearing house solutions and risk and balance
sheet management capabilities (including collateral management functionalities) as well as compre-
hensive regulatory reporting solutions. The Boards believe that the Combined Group would be able
to achieve substantial cost synergies, principally from removing duplication of technology and opera-
tions across business lines, corporate services and support functions taking into account the respec-
tive strengths of both companies. The parties expect that the impact of synergy realisation would be
distributed in a balanced manner across the two companies.
The Boards also believe there would be a significant opportunity for revenue synergies due to the
ability of the Combined Group to offer both existing and new innovative products and services
through an expanded global distribution network to existing and new customers across the buy and
sell side. Further information regarding synergies will be set out in due course.
291
292
Deutsche Börse Group financial report 2015
Referendum Committee
LSE and Deutsche Börse have initiated discussions about the potential merger with their primary
regulators as well as with the governments of the United Kingdom, Germany, Italy and France. The
parties are proceeding on the basis that existing regulatory and political structures remain in place.
This transaction would be expected to fully optimise and benefit from the potential of the Capital
Markets Union project. It is recognised that a decision by the United Kingdom electorate to leave the
European Union (Leave Decision) would put that project at risk.
Wirtschaftsprüfungsgesellschaft
This globally competitive exchange group would provide the European Union's 23 million small and
medium-size enterprises as well as its blue-chips much greater access to the lower-cost equity and
debt finance they need to scale up, powering sustainable economic growth, investment and creating
the high-quality jobs of tomorrow.
Other terms and conditions of the potential merger
The formal announcement of the potential merger remains conditional on, inter alia, agreement on
all terms and conditions of the potential merger, satisfactory completion of customary due diligence
and final approval by the Boards. The parties reserve the right to a) waive any of these pre-condi-
tions (in whole or in part), and/or b) with the agreement of the other party, to vary any of the terms,
albeit no revision is currently expected.
The financial terms of the potential merger and the reserations to such terms as set out in the
announcement on 23 February 2016 remain as set out in that announcement.
The description of the further key terms of the potential merger described in this announcement
is a summary of such terms. Further detail on these summarised terms will be provided in any an-
nouncement that may be made pursuant to Rule 2.7 of the Code and/or in any documents that are
posted to LSE and Deutsche Boerse shareholders in connection with the potential merger.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
There can be no certainty that any transaction will occur. Any transaction would be subject to regula-
tory approvals, LSE shareholder approval and Deutsche Börse shareholders' acceptance, as well as
other customary conditions.
In accordance with Rule 2.6(a) of the Code, Deutsche Börse is required, by no later than 5.00 p.m.
on 22 March 2016, to do one of the following: (i) announce a firm intention to make an offer for
LSE in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c)
of the Code.
The shares mentioned above have not been and will not be registered under the U.S. Securities Act
of 1933 (U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the
United States. Accordingly, these shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into the United States absent registration under the
U.S. Securities Act or an exemption therefrom. There will be no public offer in the United States.
Sale of the interest in Infobolsa S.A.
Effective 25 February 2016, Deutsche Börse AG sold its interest in Infobolsa S.A. at a purchase
price amounting to €8.2 million. Until that date, BME and Deutsche Börse had each held 50 per
cent of the interests in Infobolsa S.A. and its subsidiaries.
As the number of possible scenarios facing the Combined Group in the event of a Leave Decision is
impossible to model today, the two Boards have created the Referendum Committee to consider and
make non-binding recommendations to the Boards on the ramifications of such a decision. LSE and
Deutsche Börse believe that the potential merger would be well positioned to serve global customers
irrespective of the outcome of the vote by the United Kingdom electorate on the European Union
membership of the United Kingdom (Referendum), although this might well affect the volume or
nature of the business conducted in the different financial centres served by the Combined Group.
Accordingly, the outcome of the Referendum would not be a condition of the potential merger.
Braun
Discussions between the parties remain ongoing regarding the other terms and conditions of the
potential merger. Further details on these terms and conditions woul be provided in any announce-
ment that may be made pursuant to Rule 2.7 of the Code and/or in any documents that are posted
to LSE and Deutsche Börse shareholders in connection with the potential merger.
(German Public Auditor)
60485 Frankfurt/Main
Germany
Frankfurt/Main
Börsenplatz 4
60313 Frankfurt/Main
Germany
Niedenau 45
60325 Frankfurt/Main
Germany
as of April 2016:
Sandweg 94
London
11 Westferry Circus
1st Floor, Westferry House
Canary Wharf
London
E14 4HE
United Kingdom
11 Westferry Circus
London
E14 4HE
United Kingdom
11 Westferry Circus
3rd Floor, Westferry House
Canary Wharf
London
Wirtschaftsprüfer
E14 4HE
Postal address:
Germany
2nd Floor, Westferry House
Canary Wharf
Mergenthalerallee 61
(German Public Auditor)
Dielehner
Wirtschaftsprüfer
65760 Eschborn
296
Deutsche Börse Group financial report 2015
Deutsche Börse
Börse Group worldwide
Amsterdam
Atlas Arena Amsterdam
Australia Building, 3rd floor
Hoogoorddreef 7
1101 BA Amsterdam
Netherlands
Berlin
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Germany
Europe
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Eschborn
Unter den Linden 36
Cork
2600 Cork Airport Business Park
Kinsale Road
Cork
The Cube
Belgium
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Brussels
Germany
1050 Bruxelles
Ireland
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60485 Frankfurt/Main
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two or more trading parties that are not conducted on a regulated
market.
Investor Relations
E-mail
T2S
TARGET2-Securities. Initiative to create a single platform for
transmitting securities within the euro zone. The objective of this
platform is to reduce the cost of cross-border securities settlement
within the euro zone. It will be operated by the ECB. "TARGET" is
short for "Trans-European Automated Real-Time Gross Settlement
Express Transfer System".
P
People Principles
Five principles that enhance Deutsche Börse Group's corporate
values at the level of personal conduct and describe the expecta-
tions for collegial and professional cooperation within the Group:
respect, teamwork, recognition, results orientation and costumer
focus.
T7
IT architecture used for the trading systems of Deutsche Börse Group's
futures exchanges Eurex and International Securities Exchange.
Pre-IPO
V
Young high-growth companies' preparatory phase before going
public (IPO).
Volatility
Measure of the extent to which the price of a security or an index
fluctuates around a mean value during a certain period of time.
300
Deutsche Börse Group financial report 2015
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+49 (0) 69-2 11-61 49 84
AlphaFlash®, C7®, DAX®, Eurex®, Eurex Bonds, Eurex Clearing
Prisma, Eurex Repo®, FWB, GC Pooling®, MDAX®, SDAX®,
TecDAX®, T7®, Xetra® and Xetra-Gold® are registered trademarks
of Deutsche Börse AG. EURO STOXX 50®, EURO STOXX®,
STOXX®, STOXX 50 STOXX® China Total Market Indizes, STOXX®
Europe 600 Financials and STOXX® Global ESG Leaders are
registered trademarks of STOXX Ltd. TRADEGATE® is a registered
trademark of Tradegate AG Wertpapierhandelsbank.
Share price development of Deutsche Börse AG and benchmark indices in 2015
Indexed to 30 December 2014
160
150
140
Phone
Fax
130
110
100
жил
Jan
Feb
Mar
Apr
OTC
120
Phone
Fax
E-mail
www.deutsche-boerse.com/sustainability
Publication date
www.deutsche-boerse.com/ir_e
15 March 2016
Group Sustainability
The German version of this report is legally binding. The company
cannot be held responsible for any misunderstanding or misinter-
pretation arising from this translation.
E-mail
group-sustainability@deutsche-boerse.com
Phone
Marketing Communication
+49 (0) 69-2 11-1 42 26
+49 (0) 69-2 11-61 42 26
Reproduction in total or in part - only with the written permission
of the publisher
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
The Annual 2015 and the financial report 2015 are both available
in German and English.
Order number 1000-4606 (Annual in German)
Order number 1000-4607 (Financial report in German)
Order number 1010-4608 (Annual in English)
Order number 1010-4609 (Financial report in English)
Fax
T
Public transfer protocol originally developed to trade the digital
currency Bitcoin. It basically consists of an electronic, decentral-
ised and fully disclosed ledger of all transactions, i.e. "blocks"
which are continually validated and relayed.
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.
China Europe International Exchange. Sino-German joint venture
of the Shanghai Stock Exchange, Deutsche Börse und China
Financial Futures Exchange, founded in 2015. The new market
venue is the first and only authorised trading platform outside of
China for financial instruments in Renminbi (RMB).
CEINEX
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 netting,
minimising the default risk of a contracting party (margining and
collateralisation), and carrying out all process steps necessary for
clearing.
CCP
New IT infrastructure for Eurex Clearing that carries out the settlement
of listed and OTC products (both for derivatives and for cash)
on a uniform architecture. Customers are supported at the time of
clearing by various transaction and EMIR-compliant segregation
models, based on configurable account structures. C7® is part of 7
Market Technology®.
C7
с
Blockchain
Clearing
Central securities depository. Clearstream Banking AG acts as the
officially recognised German bank for the central depository of
securities under the Depotgesetz (German Securities Deposit Act).
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.
B
Services provided by Clearstream, e.g. implementation
of corporate actions, dividend payments and tax services.
Asset services
A
Glossary
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.
|
ICSD
CSD
International > CSD
The netting (offsetting of buy and sell positions over a given
period of time) of receivables and liabilities arising from securities
and derivatives transactions; determination of the bilateral net
debt of buyers and sellers.
A debt security traded on the money market with a short or
medium term (mostly less than one year) and 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.
May
ETF
Deutsche Börse Group financial report 2015
298
297
ESG = environment, social, governance. The composition of ESG
indices such as the STOXX® ESG Global Leaders Index reflects
these three selection criteria.
ESG criteria
European Market Infrastructure Regulation. EMIR regulates ☑OTC
derivatives, central counterparties ( CCPs) and trade repositories;
it aims to improve security and integrity within the OTC derivatives
market by promoting transparency and reducing risk. Among other
things, this is to be achieved by introducing a clearing obligation
for eligible OTC derivatives and measures to reduce counterparty
credit risk and operational risk for OTC derivatives not cleared via
CCPs, as well as disclosure requirements for all derivatives. EMIR
also establishes general requirements for CCPs and trade repositories.
Commercial paper
EMIR
Banks or financial services providers that furnish binding bid and
ask quotes for a particular security in the order book, either upon
request or at their own initiative. Designated Sponsors enhance
the liquidity of the securities they support.
Designated Sponsor
D
is established for each customer. The account information includes
details of the types, nominal values or quantities, volumes etc.
of the securities held, as well as the name and address of the
account holder.
The safekeeping and administration of securities for others.
A custody account (similar to an account for money transactions)
Custody
Central Securities Depository Regulation. Harmonisation of
securities settlement systems and supervisory rules for CSDs
in Europe, planned by the European Commission. The new rules
are likely to come into effect from March 2017.
CSD-R
E
O
IPO
Fintech
MAR
Market Abuse Regulation. EU regulation on combating market
abuse. The new MAR will help improve market integrity and
strengthen investor protection. The existing rules are being exten-
ded to new trading centres, financial instruments and trading
strategies and will also apply to transactions taking place outside
regulated markets (OTC). Deutsche Börse Group has reliable
procedures for monitoring trading activity and therefore welcomes
the Europe-wide move to create uniform rules on combating
market abuse and insider dealing. The new rules will come into
effect from July 2016.
MiFID
Markets in Financial Instruments Directive. The EU directive
establishes a regulatory framework for the provision of investment
services in financial instruments (such as brokerage, advice,
dealing, portfolio management, underwriting) by banks and invest-
ment firms and for the operation of regulated markets by market
operators (stock exchanges among others). The objective is to
promote the integration, competitiveness and efficiency of EU
financial markets.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
299
MiFID II
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Market Abuse Directive. EU directive on combating market abuse.
The revised MAD obliges all member states to adopt a uniform
approach to insider dealing and market manipulation and
to establish criminal sanctions that may be no less than four years
and two years, respectively.
Refers to the revision of the Markets in Financial Instruments
Directive (MiFID). The revised Directive was introduced in
June 2014 and is expected to become applicable as of January 2018.
The overarching goal of the legislation is to make financial markets
more efficient, more resilient and more transparent, and to strengthen
investor protection. The Directive contains guidelines for the
activities of investment firms and regulated trading venues, pre-
cautionary measures regarding the specification and supervision
of position limits for commodities derivatives as well as regulation
for data reporting services.
QE
Quantitative easing. In March 2015, the ECB launched a purchasing
programme for sovereign bonds and other securities. The aim is to
further boost market liquidity and to fend off deflation due to an
increase of the money supply. The ECB's QE measures are currently
planned to remain in place until March 2017. Central banks use
QE as a tool to avert crisis situations worldwide as done by the
Federal Reserve, the Bank of England and the Bank of Japan.
S
MIFIR
Markets in Financial Instruments Regulation. A supplementary
EU regulation to MiFID II that is likely to come into effect from
January 2018, it will see the introduction of comprehensive
reporting obligations to increase transparency in the stock, bond
and derivatives markets and close existing loopholes in off-
exchange transactions. The introduction of mandatory on-venue
trading for shares and derivatives ensures that a larger number
of transactions will be executed on regulated trading venues. The
new regulations also cover the accessibility of central counter-
parties, trading venues and benchmarks. It also contains guideli-
nes for so-called market makers (liquidity providers) and
participants in algorithmic trading.
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. With GSF, Clearstream
offers a service for securitites lending.
Settlement
Q
F
MAD
Quotation of a security or issuer on the exchange. Issuers at the
Frankfurt Stock Exchange can choose from four transparency
standards for their listing: Prime Standard, General Standard,
Entry Standard and Open Market.
Compound of the term "financial technology", describes novel
solutions for application systems constituting of innovations
or developments to make financial services more efficient.
Initial public offering. An IPO marks the time when a company first
offers its shares for sale to the general public and launches them
on the equity market.
L
FX
Foreign exchange. Receivables in foreign currencies consisting
of assets or cheques in said currencies.
G
Global Liquidity Hub
Integrated risk and liquidity management solution in
Deutsche Börse Group's GSF business field at Clearstream.
It offers integrated financing services, including securities lending
and collateral management services for a range of major asset
classes including fixed-income securities and equities. Through the
Global Liquidity Hub, customers can, for example, fulfil their margin
obligations towards central clearing houses (☑ CCPs) and cover
their global exposures.
M
GRI
GSF
Global Securities Financing. Business area within
Deutsche Börse Group's Clearstream segment that comprises
automated securities lending services and collateral
management.
H
Hybrid bond
Subordinated corporate bond with both equity- and debt-like
features, very long or unlimited maturity and high interest rates.
Liquidity
Market situation in which a security can be bought or sold, even
in larger quantities, without substantially affecting its price.
Important criterion for assessing the quality of a securities market
in securities trading, and thus a decisive factor in the competition
between marketplaces.
Listing
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.
June
58
Aug
Tables
Combined management report
Attendance of Supervisory Board members at meetings in 2015 10
Combined management report
Deutsche Börse Group's reporting segments 20
Deutsche Börse AG shares: key figures 31
Development of trading activity on selected European cash markets 33
Development of contracts traded on selected derivatives markets 33
Overview of regulatory initiatives and their impact on
Deutsche Börse Group's business areas 35
141
Deutsche Börse Group key performance figures 41
Overview of operating costs 41
EBIT and profitability by segment 43
Comparison of results of operations with the forecast for 2015 44
Segment key figures (adjusted) 45
Eurex segment: key figures 46
Xetra segment: key figures 49
Clearstream segment: key figures 51
Market Data + Services segment: key figures 54
Deutsche Börse's cost of capital 55
Consolidated cash flow statement (condensed) 56
Deutsche Börse Group's interest coverage ratio 57
Debt instruments issued by Deutsche Börse AG
(outstanding as at 31 December 2015) 58
Relevant key performance indicators 59
Credit ratings 59
Deutsche Börse Group: five-year overview 64
Employees per countries/regions 70
Employees by segment 70
Key figures by quarter 42
Key data on Deutsche Börse Group's workforce
as at 31 December 2015 72
Basic remuneration as well as annual and long-term incentive
components
138
as at 1 January 2016 21
Share price development of Deutsche Börse AG and benchmark
indices in 2015 32
Net revenue by segment 39
EBIT by segment 39
Net revenue in the Eurex segment 47
Net revenue in the Xetra segment 47
Net revenue in the Clearstream segment 52
Net revenue in the Market Data + Services segment 52
Origination of value added 62
Distribution of value added 62
Assessment of the consolidated net profit for the performance shares 139
Assessment of the Total Shareholder Return (TSR) of the Deutsche Börse
share for performance shares 140
Deutsche Börse Group employee age structure (by gender) 71
Deutsche Börse Group employee age structure (by location) 71
Interlocking business strategy and risk strategy 78
Deutsche Börse Group's risk profile 82
Regulatory capital requirements for Clearstream and Eurex Clearing AG
as at 31 December 2015 83
Required economic capital for Deutsche Börse Group,
by risk type as at 31 December 2015 83
Required economic capital by segment as at 31 December 2015 84
Earnings at risk by segment as at 31 December 2015 84
Operational risks at Deutsche Börse Group 86
Business continuity management 88
Financial risks at Deutsche Börse Group 91
Composition of the total target remuneration 133.
Overview of the new performance bonus 135
Assessment of the consolidated net profit for the performance bonus 136
Structure of the Performance Share Plan (PSP)
Risk management - organisational structure and reporting lines 79
The five-stage risk management system 80
Deutsche Börse Group's management structure
Corporate responsibility: key figures for Deutsche Börse Group 76
Key figures for the liquidation principle as at 31 December 2015 97
Potential net revenue contribution from structural growth
Performance figures for Deutsche Börse AG 113
Principles of sustainability reporting
In compiling the information on sustainability in this corporate report,
our aim ist o achieve the highest possible degree of clarity and transpa-
rency. 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, the qualitative statements in relation
to corporate responsibility in this corporate report as well as the
process of the stakeholder survey were subject to review by KPMG AG
Wirtschaftsprüfungsgesellschaft (KPMG), an independent external auditor.
The respective independent assurance is available on the internet under
www.deutsche-boerse.com/sustainability KPMG's auditor's report on the
consolidated financial statements and the combined management report of
Deutsche Börse AG as at 31 December 2015 can be found on
page 295 of this financial report.
C6
90
Financial calendar
27 April 2016
Publication Q1/2016 results
Reporting on sustainability information and key figures is largely based
on the G4 standard of the Global Reporting Initiative (GRI). A detailed
overview of all GRI indicators (GRI index) is available in the online version
of this report: www.corporatereport2015.deutsche-boerse.com
11 May 2016
1 June 2016
Investor day
27 July 2016
Publication half-yearly financial report 2016
28 October 2016
Q3/2016 results
Deutsche Börse AG
60485 Frankfurt/Main
Germany
www.deutsche-boerse.com
Annual General Meeting
opportunities until 2018 103
The Annual 2015 and the financial report 2015 together constitute
Deutsche Börse Group's corporate report 2015. It provides information
on the financial year 2015 as well as an outline of the identification and
implementation process for important action areas regarding the company's
sustainability profile.
July
Sales revenue by segment 113
Overview of total costs 115
Cash flow statement (condensed)
Non-current assets (condensed)
115
116
Employees per country/region
116
Employee age structure 117
Employee length of service 117
2015 total expense for share-based payments 122
Number of phantom shares 123
About this report CR
Granted contributions
Inflows
126-127
Retirement benefits 130
Sample calculation 134
Supervisory Board remuneration 142
The committees of the Supervisory Board
in the year under review 149-151
Coverage of company-specific qualification requirements 154
55
C5
124-125
and service offering 19
Charts
Combined management report
€
59.22
60.20
High5)
€
87.41
63.29
Low 5)
€
58.65
Sep
49.90
€
81.39
59.22
Average daily trading volume on Xetra®
m shares
0.7
0.7
Number of shares (as at 31 Dec)
thereof outstanding (as at 31 Dec)
Free float (as at 31 Dec)
Closing price (as at 31 Dec)
m
Oct
Dec
Opening price (as at 1 Jan) 4)
Equity investments and partnerships strengthen product
3.8
3.0
%
Dividend yield³)
55
%
Dividend distribution ratio¹)
2.10
Nov
2.252)
Dividend per share
4.14
€
Earnings per share (basic)")
2014
2015
Deutsche Börse AG shares: key figures
Dow Jones Global Exchanges
STOXX® Europe 600 Financials
Daily closing price of Deutsche Börse AG shares
DAX®
€
193.0
3.63
m
94
Shareholders
ca. 57,000
ca. 60,000
Analyst recommendations buy/hold/sell (as at 31 Dec)
%
52/39/9
46/38/18
€
85.00
95
59.00
1) Adjusted for exceptional items
2) For financial year 2015, proposal to the Annual General Meeting 2016
4) Closing price on preceding trading day
5) Intraday price
10
C7
Index of charts and tables
Combined management report
193.0
Deutsche Börse Group - an overview C3/C4
Average target price set by analysts at year-end
%
3) Based on the volume-weighted average of the daily closing prices
15/28/31/26
186.7
184.2
15/20/37/28
100
100
Price-earnings ratio³)
18.3
15.3
Market capitalisation (as at 31 Dec)
€bn
14.7
%
Average annual return since IPO in 2001
%
11.4
43.4
42.2
%
Share of investors from Germany/UK/USA/other countries
Institutional investors
11.6
14.4
%
Attendance of share capital at the Annual General Meeting
14.4
11.6
%
42.2
43.4
Share of investors from Germany / UK / USA / other countries
Institutional investors
Shareholders
Analyst recommendations buy/hold/sell (as at 31 Dec)
1) Adjusted for exceptional items
2) For financial year 2015, proposal to the Annual General Meeting 2016
3) Based on the volume-weighted average of the daily closing prices
4) Closing price on preceding trading day
5) Intraday price
%
15/28/31/26
Average target price set by analysts at year-end
%
Market capitalisation (as at 31 Dec)
Average annual return since IPO in 2001
m
193.0
193.0
m
186.7
184.2
%
15/20/37/28
100
100
18.3
15.3
€bn
14.7
11.4
Attendance of share capital at the Annual General Meeting
%
Indexed to 30 December 2014
94
Regulatory projects and the resulting stricter requirements for capital market participants (see the
next section entitled “Regulatory environment")
Share price development of Deutsche Börse AG and benchmark indices in 2015
160
150
140
130
120
■
110
100
0
Jan
Feb
Mar
Apr
Price-earnings ratio³)
прик
95
■ Unstable political conditions in some parts of Eastern Europe and recurring flashpoints in the Arab
world
■Low inflation and in some cases deflationary tendencies
appr. 57,000
appr. 60,000
%
52/39/9
€
85.00
46/38/18
■The fragile economic situation in the euro zone, with high levels of government debt in certain Eu-
ropean states and, as a result, a weakening euro against the US dollar
59.00
32
Deutsche Börse Group financial report 2015
Report on economic position
Macroeconomic and sector-specific environment
Macroeconomic developments had and continue to have a significant impact on the overall economic
environment and on trading activity on the markets. For Deutsche Börse Group, the macro-economic
environment during the year under review was rather complex: whilst some factors had a stimulating
effect on business, others had the potential of unsettling market participants, burdening their business
activity.
■ Growth momentum in the economies which are relevant to Deutsche Börse Group (Central Europe,
USA) with low unemployment rates, on the one hand – the marked slowdown of the Chinese econ-
omy and the subsequent impact on global capital markets on the other hand
■The major central banks' low interest rate policy and the resulting large volumes of liquidity, in Eu-
rope especially as a result of the European Central Bank's quantitative easing (QE), and in the US
as a result of the Federal Reserve's interest rate policy (however, December 2015 saw the Fed's
first interest rate hike since 2006)
31
Free float (as at 31 Dec)
29
Number of shares (as at 31 Dec)
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
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) using derivatives (put
or call options or a combination of the two). The full and exact wording of the authorisation to ac-
quire treasury shares, and particularly the permissible uses to which the shares may be put, can be
found in items 8 and 9 of the agenda for the Annual General Meeting held on 13 May 2015.
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 to-
talling 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 process, 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 at-
tached 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 as are required to comply with
the limits will be transferred to a trust.
■ Under the terms of Deutsche Börse AG's €600.0 million fixed rate bond issue 2015/2041 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control which, if exer-
cised, entitles Deutsche Börse AG to redeem the bonds at par, plus accrued interest. If Deutsche Börse
AG does not exercise this termination right, the affected bonds' coupon will increase by 5 percentage
points. A change of control will take 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 control must adversely affect the rating given to 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.
■ The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2013/2018, and the €600.0 million fixed rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all provide Deutsche Börse AG with a termination right in the event of a change of control. If
these cancellation rights are exercised, 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 par-
ties 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 two sets of
bond terms require that the change of control 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 ap-
plicable bond terms.
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 attributed 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 ac-
quire treasury shares is valid until 12 May 2017 and may be exercised by the company in full or in
part on one or more occasions. However, it may also be exercised by dependent companies, by
■ A change of control also results in the right to require repayment of various bonds issued by
Deutsche Börse AG in 2008 under a US private placement. The change of control must also ad-
versely 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. The provisions of the relevant terms correspond to the terms specified for the fixed-rate
30
Deutsche Börse Group financial report 2015
bonds currently in issue. The bonds issued under the private placement are as follows:
US$220.0 million due on 10 June 2018 and US$70.0 million due on 10 June 2020.
■ Under certain conditions, members of Deutsche Börse AG's Executive Board have a special right to
terminate their contracts of service 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 (i) a shareholder or
third party discloses that it owns more than 50 per cent of the voting rights in Deutsche Börse AG
in accordance with sections 21 and 22 of the WpHG, (ii) an intercompany agreement in accord-
ance with section 291 of the AktG is entered into with Deutsche Börse AG as a dependent compa-
ny, or Deutsche Börse AG is absorbed in accordance with section 319 of the AktG or (iii) Deutsche
Börse AG is merged in accordance with section 2 of the Umwandlungsgesetz (UmwG, German Re-
organisation and Transformation Act).
Details concerning termination agreements with members of the Executive Board, in the event of a
takeover offer, are described in the preceding paragraph. Further information, in particular concern-
ing corresponding change-of-control agreements, can also be found in the ⇒ remuneration report.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Deutsche Börse AG shares
Deutsche Börse AG shares
May June
The average annual return since Deutsche Börse AG's initial public offering in 2001 has been 14.4 per
cent. Thus Deutsche Börse shares prove to be an attractive long-term investment. They closed financial
year 2015 with a 37 per cent plus, significantly above the share price performance of our reference in-
dices DAX® (plus 10 per cent) and STOXX® Europe 600 Financials (plus 5 per cent) and also well above
the performance of other exchange organisations as measured by the Dow Jones Global Exchanges In-
dex, which rose by 10 per cent in 2015 (see ☑“Share price development of Deutsche Börse AG and
benchmark indices in 2015" chart on the next page).
Furthermore, the Executive Board is 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 against cash and/or non-cash
contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the Ex-
ecutive Board makes use of the authorisation granted to it to disapply such 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
members of the Executive Board and employees of the company as well as to members of the execu-
tive boards or management and employees of its affiliated companies in accordance with sections
15ff. of the AktG. Full authorisation derives from Article 4 (6) 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 €19.3 million
on one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervi-
sory Board, by issuing new no-par value registered shares against cash and/or non-cash contribu-
tions (authorised capital II). 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 exclude shareholders' pre-emptive rights: (i) in the case of cash
capital increases, provided that the issue price of the new shares is not significantly lower than the
prevailing exchange price, and the total number of shares issued under exclusion of shareholders'
pre-emptive rights does not exceed 10 per cent of the share capital; (ii) in the case of capital in-
creases in exchange for non-cash contributions for the purpose of acquiring companies, parts of
companies, interests in companies, or other assets; and (iii) with respect to fractional amounts.
However, according to the authorisation, the Executive Board may only exclude shareholders' pre-
emptive rights if the total number of shares issued during the term of authorisation does not exceed
20 per cent of the share capital. The full authorisation, and particularly the conditions under which
shareholders' pre-emptive rights can be disapplied, derive from Article 4 (4) of the Articles of Associ-
ation of Deutsche Börse AG.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
Takeover-related disclosures
Disclosures in accordance with sections 289 (4) and 315 (4) of the HGB
In accordance with sections 289 (4) and 315 (4) of the Handelsgesetzbuch (HGB, German Com-
mercial Code), Deutsche Börse AG hereby makes the following disclosures as at 31 December 2015:
The share capital of Deutsche Börse AG amounted to €193.0 million on the above-mentioned report-
ing date and was composed of 193 million no-par value registered shares. There are no other classes
of shares besides these ordinary shares.
The share capital has been contingently increased by up to €19.3 million by issuing up to
19.3 million no-par value registered shares (contingent capital 2014). The contingent capital in-
crease will be implemented only to the extent that holders of convertible bonds or warrants attaching
to bonds with warrants issued by the company or a Group company in the period until 14 May 2019
on the basis of the authorisation granted to the Executive Board in accordance with the resolution of
the Annual General Meeting on 15 May 2014 on item 5 (a) of the agenda exercise their conversion
or option rights, that they meet their conversion or option obligations, or that shares are tendered,
and no other means are used to settle such rights or obligations. More details can be found in Arti-
cle 4 (7) of the Articles of Association of Deutsche Börse AG.
The Executive Board is only aware of limitations to voting rights that result from the Aktiengesetz
(AktG, German Stock Corporation Act), according to which voting rights arising from shares affected
by section 136 of the AktG may not be exercised. Furthermore, shares held by Deutsche Börse AG as
treasury shares are exempted from the exercise of any rights according to section 71b of the AktG.
In addition, the Executive Board is authorised to increase the share capital by up to a total of
€38.6 million on one or more occasions in the period up to 12 May 2020, subject to the approval of
the Supervisory Board, by issuing new no-par value registered shares in exchange for cash contribu-
tions (authorised capital III). Shareholders must be granted pre-emptive rights, which the Executive
Board can disapply with the approval of the Supervisory Board only for fractional amounts. However,
according to the authorisation, the Executive Board may only exclude shareholders' pre-emptive
rights if the total number of shares issued during the term of authorisation does not exceed 20 per
cent of the share capital. The exact content of this authorisation derives from Article 4 (5) of the Arti-
cles of Association of Deutsche Börse AG.
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding 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 Finanz-
dienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest thresh-
old for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or in-
direct equity interests in its capital in excess of 10 per cent of the voting rights.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders 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 and with Article 6 of the Articles of Association of Deutsche Börse AG. 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 Ar-
ticles of Association that relate to the wording only. In accordance with Article 18 (1) of the Articles
of Association of Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a
simple majority of the votes cast, unless otherwise mandated by the AktG. Insofar as the AktG addi-
tionally prescribes a majority of the share capital represented at the time of a resolution, a simple
majority of the share capital represented is sufficient where this is legally permissible.
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 contribu-
tions (authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to
the approval of the Supervisory Board, the Executive Board is authorised to disapply pre-emptive
27
28
Deutsche Börse Group financial report 2015
rights if a capital increase against non-cash contributions is implemented in order to acquire compa-
nies, parts of companies, interests in companies or other assets. In addition, the Executive Board is
authorised to disapply shareholders' pre-emptive rights for fractional amounts. Full authorisation,
and particularly the conditions under which shareholders' pre-emptive rights can be disapplied, de-
rive from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
There are no shares with special rights granting the holder supervisory powers.
thereof outstanding (as at 31 Dec)
Deutsche Börse AG shares: key figures
Dividend per share
High5)
€
87.41
63.29
Low 5)
€
58.65
60.20
49.90
€
81.39
59.22
Average daily trading volume on Xetra
m shares
0.7
0.7
Closing price (as at 31 Dec)
Earnings per share (basic)¹)
59.22
Opening price (as at 1 Jan) 4)
2015
2014
€
4.14
3.63
€
2.252)
€
2.10
%
55
58
Dividend yield³)
%
3.0
3.8
Dividend distribution ratio"
July
―
Sep Oct
✗
Regulation on benchmarks
✗
and indices
Banks
CRD IV, CRR
Basel IV
X
SFT-R
✗
✗
Financial Transaction Tax
Supervisory structure
✗
Banking union
SSM
SRM
×
Aug
✗
х
Xetra
Eurex Clearing
Clear-
stream
IT &
MD+S
Status as at 31 December 2015
Financial market
infrastructure
EMIR
✗
Recovery and resolution
plans
✗
MiFID II, MiFIR
MAD, MAR
CSDR
✗
✗
х
Capital markets union
X
European Deposit
✗
Became effective in 2014
Adopted in 2014; planned launch in 2016
Implementation in national law in 2015; extend-
ed proposal by the EU Commission in 2015
35
36
Deutsche Börse Group financial report 2015
Regulation of markets in financial instruments (MiFID II, MiFIR)
The revised directive (MiFID II) and the accompanying regulation (MiFIR) became effective on 2 July
2014. On 10 February 2016, the original implementation deadline (3 January 2017) has been post-
poned by one year in order to give market participants and supervisory authorities sufficient time to ad-
just to the new requirements, particularly with regard to the establishment of technical reporting and
monitoring systems. The EU Commission and European Securities and Markets Authority (ESMA) have
not yet finalised their work on the implementation measures, in the form of technical standards. Given
these delays, any amendments required to national law that Germany will introduce in the Finanzmarkt-
novellierungsgesetz (FimanoG, Financial Market Amendment Act) will be deferred. The new Market
Abuse Directive and Regulation (MAD/MAR), the regulation on central securities depositories (CSDR), as
well as the Regulation on Key Information Documents for Packaged Retail and Insurance-based Invest-
ment Products (PRIIPs) are expected to be implemented by July 2016. The new regulations will have an
impact on Deutsche Börse Group, in particular on its trading and clearing activities, as well as on the
market data business. In the light of fundamental changes to European market structures, Deutsche
Börse Group has entered into an intensive dialogue with its customers, in order to develop solutions re-
flecting the required changes. In particular, this applies to the areas of transparency, market micro-
structure and reporting requirements.
Discussion ongoing
Central Securities Depository Regulation (CSDR)
Benchmark regulation
At year-end 2015, the EU Parliament and the Council have agreed upon a regulation on indices to be
used as benchmarks. The regulation largely follows the global IOSCO principles for financial benchmarks.
The IOSCO principles were developed, back in 2013, as a response to the manipulation of certain indi-
ces or reference rates (such as LIBOR and Euribor).
Deutsche Börse Group, which successfully implemented the IOSCO principles in 2014 for its DAX® indi-
ces as well as for the indices of its subsidiary STOXX Ltd., welcomes the agreement reached between
the EU Parliament and the Council.
The specific impact on the Group's business activities from the EU Regulation depends on the imple-
mentation measures still to be laid out in the form of technical standards by the EU Commission and
ESMA.
Banking regulations
Basel III/CRD IV
The Basel Framework “Basel III” currently specifies the international regulatory environment governing
banking activities. Implementation within the EU was largely finalised by 1 January 2014. Further ad-
justments are scheduled within the transitional and adaptive regulations as well as for the phased intro-
duction and specification through level-2 texts until 2019.
With the CSDR, a uniform European regulatory framework for central securities depositories was estab-
lished for the first time in September 2014. The EU Commission and ESMA are currently specifying the
requirements, by way of technical standards; these are expected to apply from March 2017 onwards.
The CSDR will harmonise the securities settlement systems and supervisory rules for central securities
depositories throughout Europe. This will strengthen Clearstream's business model, because the provi-
sion of integrated banking services will still be permitted.
June 2015: agreement reached between EU
Parliament and Council
subsequent implementation throughout the EU
Finalisation expected in 2016/2017, with
X
Guarantee Scheme
X
X
X
Became effective in 2012; clearing obligation for
derivatives expected to be implemented
successively from Q2/2016 onwards; draft for a
revision expected in 2016
Adopted in 2014; transposition into national law
until the end of 2014, parts of level 2 at a later
stage
Development of an action plan in 2015;
implementation by 2019
Published in 2014; application expected from
2018 onwards
Became effective in 2014; application expected
from July 2016 onwards
Became effective in 2014; application expected
from November 2017 onwards
December 2015: agreement reached between EU
Parliament and Council
Effective since 2014; transitional regulations
applicable until 2019
Eurex
Overview of regulatory initiatives and their impact on Deutsche Börse Group's business areas
X
corporate financing, financial stability, transparency, harmonised regulatory standards and a supportive
regulatory framework.
%
m contracts
%
Euronext¹)
2,120.1
28
National Stock Exchange of India
€bn
Deutsche Börse Group - XetraⓇ
28
Gruppe Deutsche Börse - Eurex®
3,060.4
2,272.4
61
8
Borsa Italiana²)
943.5
1,505.8
vs. 2014
2015
Change
Deutsche Börse Group believes that the concept of a financial transaction tax is not in line with the ob-
jectives of capital markets union, since it runs contrary to the promotion of ideas and investments, which
in turn foster growth and income in EU member states. Hence, a financial transaction tax would contra-
dict the aspired harmonisation of markets and deter foreign investors.
Nov Dec
Daily closing price of Deutsche Börse AG shares
DAX®
STOXX® Europe 600 Financials
Dow Jones Global Exchanges
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Despite these factors, economic growth in 2015 improved year-on-year, especially throughout the
western economies. Current estimates suggest a rise of 2.0 per cent in real gross domestic product
(GDP) in OECD member countries (OECD = Organisation for Economic Co-operation and Develop-
ment) in 2015, following a 1.9 per cent increase in 2014. Estimates by the International Monetary
Fund (IMF) suggest that the global economy grew by 3.1 per cent in the same period
(2014: increase in real terms of 3.4 per cent).
Despite a slight decline in the global economy - particularly during the second half of 2015 – initial es-
timates point towards the German GDP being in line with the previous year's figure. The IMF's January
2016 estimates put growth in German economic output at 1.5 per cent in 2015 (2014: increase in
real terms of 1.6 per cent).
Economic developments within the EU have once again improved in 2015: only Greece is still in a re-
cession, whilst all other EU member economies were growing, if in some cases - only slightly. How-
ever, Spain, France as well as Ireland all saw a markedly positive trend. Nonetheless, the ECB has main-
tained its critical assessment of the EU economy and accordingly lowered its interbank deposit rate from
-0.20 per cent to -0.30 per cent in December 2015, and extended its bond purchasing programme by
another six months, up to March 2017.
The OECD is forecasting an increase in US economic output of 2.4 per cent in real terms in 2015.
At the same time, the labour market situation continued to ease; this should continue to have a posi-
tive effect on economic output going forward. Against the background of a positive economic trend and
further improvements on the labour market, the US Federal Reserve hiked its key interest rate in Decem-
ber 2015 for the first time since 2006, to a Fed Funds rate between 0.25 and 0.50 per cent.
All told, the overall positive global economic development, as well as the improved situation in Europe,
had a positive influence on capital markets trading activity. Nevertheless, persistently high levels of
government debt in certain European states, which are resulting in slower growth compared with
other economies such as the United States or the United Kingdom, are continuing to fuel uncertainty
on the financial markets. Moreover, the slowdown in the Chinese economy also had a notable impact
on activity levels within the capital markets, particularly during the third quarter of 2015. Overall, these
factors led to sustainably higher volatility on the cash and derivatives markets during 2015. Especially
in the third quarter of 2015, volatility increased significantly, resulting in a positive effect on equity-
based products in particular. Hence, the Group posted marked increases in trading volumes on its
cash and derivatives markets, as well as in the index business.
Development of trading activity on
selected European cash markets
Development of contracts traded on
selected derivatives markets
2015
Change
vs. 2014
15
CME Group
Source: Exchanges listed
3
Deutsche Börse Group financial report 2015
Regulatory environment
One consequence of the global financial markets crisis is the series of regulatory initiatives taken by
legislators over recent years. There is consensus on an international basis that financial stability and
public confidence in the financial system needs to be restored. Accordingly, the EU has initiated vital
legislative steps. Even though most of the new regulatory framework has been passed already, some
requirements have not yet been completely implemented, and many details require further specifica-
tion.
Financial markets infrastructure regulation
EMIR: implementation and review
The European Market Infrastructure Regulation (EMIR), which came into force in 2012, is a significant
regulation for central counterparties. With the step-by-step introduction of a clearing obligation, starting
in the first half of 2016, implementation is about to enter the final phase. The European Commission
commenced the official revision process for the regulation in the summer of 2015. The EU Commis-
sion's draft revision with amendments to EMIR is expected to be published in the first half of 2016. The
revision is centred around the following issues: liquidity of central counterparties, supervisory structures
as well as risk management aspects and infrastructure reporting requirements.
34
Recovery and resolution plans for financial market infrastructures
Back in 2012, the Committee on Payments and Market Infrastructures (CPMI), together with the Inter-
national Organization of Securities Commissions (IOSCO), published first considerations for consultation.
CPMI/IOSCO provided global standards for recovery plans in October 2014. At the same time, the Fi-
nancial Stability Board (FSB) published a framework for resolution plans in close cooperation with
CPMI/IOSCO.
The recovery and resolution plans complement EMIR with the aim of providing central financial market
infrastructures with greater stability against market disruptions. In this context, one key aspect is to es-
tablish a healthy incentive structure at a European and global level, which excludes the use of public
funds.
Capital Markets Union
Following the economic, monetary and the banking unions, the capital markets union is the next step
towards an integrated European financial market. The main objectives are to promote growth and job
creation on a sustainable basis, and to develop a diversified financial system which complements bank-
based financing with highly-developed capital markets. Another objective is to release inactive capital
throughout Europe, in order to offer savers a wider variety of investment forms, and increasing corporate
financing opportunities at the same time. Current plans also include the simultaneous creation of a EU
domestic capital market, to promote cross-border investments and enable companies to tap different
sources of finance, independent from their domicile.
The EU Commission has presented an action plan in September 2015, with the aim of implementing it
by 2019. It has become increasingly clear that the goal of a capital markets union may not be realised
by one particular initiative; instead, this goal requires a series of small steps, which – taken together -
will most likely have a significant impact.
Deutsche Börse Group actively supports the project and assumes an active role in the political debate.
We believe the following basic principles to be material to a successful implementation: restoration of
confidence in the financial markets, improved and expanded alternative instruments for non-bank-based
3,532.1
Besides the EMIR revision process, the EU Commission intends to publish, also in the first half of 2016,
proposed legislation on recovery and resolution plans for central securities depositories, central counter-
parties, central trade repositories and payment systems.
33
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
3) Trading volumes in GBP
Bolsas y Mercados Españoles"
962.1
9
BM&F Bovespa
1,358.6
Source: Exchanges listed
London Stock Exchange²), 3)
1,235.7
-4
IntercontinentalExchange
1,998.8
- 10
CBOE Holdings
1,173.9
-11
1) Trading volume in electronic trading (single-counted)
2) Part of London Stock Exchange Group
6
€m
%
1,025.2
807.4
27
599.8
453.7
Total Eurex and ISE
429.3
431.6
-1
Financial derivatives: trading volume on Eurex Exchange and ISE
m contracts
m contracts
%
32
€m
172.8
2014
Eurex derivatives¹)
81
677.6
533.7
27
Repo business: average outstanding volume on Eurex Repo®
€bn
Change
€bn
Total (single-counted)
214.6
-20
GC Pooling
Operational costs
EBIT
2015
%
2,272.4
1,672.6
-1
8
Emissions trading
TWh / m t CO,
TWh/mt CO,
%
3,061.5
1,024.9
1,570.4
95
Gas
567.73)
Euro market
31.9
158.5
41.0
-11
-22
1) The total deviates from the sum of individual figures since it includes additional traded products, such as ETF, volatility, currency and precious metals derivatives.
2) Including volumes traded on Powernext or EPEX (the previous year's figures were adjusted accordingly); including APX volumes since 4 May 2015.
3) Figure adjusted due to mistrades
4) Due to the fact that the Swiss National Bank no longer issues money market instruments via Eurex Repo, volume in Swiss francs is not stated. The average out-
standing volume of the repo market in Swiss francs in 2014 stood at €15.1 billion.
140.9
2,097.9
Electricity
607.4
1,490.5
12
European equity index derivatives
837.7
715.0
17
Eurex interest rate derivatives
Commodities: trading volume on EEX
509.1
10
Eurex equity derivatives
311.8
303.5
3
US options (ISE)
599.8
461.3
Financial key figures
Net revenue
992.6
665.5
762.3
- 13
Earnings per share
(basic) in €
3.60
4.14
- 13
41
42
Depreciation, amortisation and impairment losses increased by 15 per cent to €143.7 million in the
year under review (2014: €124.8 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 increased to €591.2 mil-
lion in the year under review (2014: €517.6 million), driven primarily by an increase in advisory ser-
vices related to the Group's strategic initiatives, as well as by higher costs for infrastructure operations.
Deutsche Börse Group's result from equity investments amounted to €0.8 million (2014: €78.3 million).
The high result from equity investments in 2014 is attributable in particular to non-recurring income
items in connection with the merger of Direct Edge Holdings, LLC (Direct Edge) and BATS Global Mar-
kets, Inc (BATS) at the end of January 2014 as well as the retrospective adjustment of the fair value of
the consideration transferred as a result of the acquisition of EEX as at 1 January 2014. Adjusted for
these exceptional items, the result from equity investments in the reporting period 2014 amounted to
€8.6 million; the adjusted result of equity investments for 2015 amounted to €5.4 million. As a result
of the consolidation of EEX and Scoach, these companies no longer contribute to the result from equity
investments.
Deutsche Börse Group's earnings before interest and tax (EBIT) decreased by 2 per cent in the year un-
der review to €992.6 million (2014: €1,011.3 million). Adjusted for the above-mentioned exceptional
cost items and non-recurring items in the result from equity investments, the Group's EBIT amounted to
€1,124.0 million, a 14 per cent increase year-on-year (2014: €987.6 million).
The Group's financial result for the year under review was €-42.4 million (2014: €-47.9 million). This
improvement was attributable, in particular, to positive currency translation effects in the amount of
€14.2 million, which arose due to higher US dollar positions, and were incurred during the first and
second quarters of 2015. These effects offset higher consolidated interest expenses for €1.1 billion in
additional debt, which Deutsche Börse raised during the second half of the year in order to finance the
acquisitions of STOXX and 360T.
Key figures by quarter
Q1
Q2
Q3
Q4
2015
€m
shareholders
1
2014
Deutsche Börse AG
14
36
Operating costs
1,375.6
1,114.8
23
Depreciation,
amortisation and
EBIT
992.6
1,011.3
-2
impairment losses
143.7
124.8
15
Consolidated net
profit for the period
attributable to
Other operating expenses
Total
591.2
1,375.6 1,114.8
517.6
23
€m
2015
€m
2014
€m
222.3
229.6
Earnings per share (basic) in €
1.21
1.25")
175.1
0.95
159.3")
0.87
166.1 149.4")
0.90
0.81¹)
102,0
224.0¹
0.54
1.21
1) Adjusted values including interest income and expenses incurred in the Eurex segment, plus a €10.6 million fair value adjustment (reported in Q3/2014) to trans-
ferred consideration for the acquisition of EEX as at 1 January 2014.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
The effective Group tax rate was 26.2 per cent in 2015. Adjusted for non-recurring items, it was
26.0 per cent, as in the previous year.
The net profit for the period attributable to Deutsche Börse AG shareholders (hereinafter referred to
as consolidated net profit) declined to €665.5 million (2014: €762.3 million). Excluding the excep-
tional items described above it exceeded the previous year's figure by 14 per cent, at €766.0 million
(2014: €669.4 million).
Non-controlling interests in consolidated net profit attributable to Deutsche Börse AG shareholders for the
period amounted to €35.7 million (2014: €26.2 million). While non-controlling shareholders of EEX
group received €19.7 million (2014: €5.3 million) and controlling shareholders of STOXX received
€15.0 million (2014: €19.8 million), other non-controlling shareholders shared in profit incurred in the
amount of approximately €1.0 million.
Basic earnings per share, based on the weighted average of 185.0 million shares, amounted to €3.60
(2014: €4.14 for an average of 184.2 million shares outstanding). Adjusted for the exceptional items
described above, basic earnings per share rose to €4.14 (2014: €3.63).
Comparison of results of operations with the forecast for 2015
Given the improved cyclical market environment, the consolidation of Clearstream Global Securities Ser-
vices Limited and Powernext SA as well as its various growth initiatives, Deutsche Börse Group was orig-
inally anticipating net revenue in a range between €2.1 billion and €2.3 billion. The company had al-
ready raised this forecast with the publication of first-quarter results for 2015, by €100 million to a
range between €2.2 billion and €2.4 billion. This was due to the positive business development, plus
the full consolidation of APX Holding group in the commodities segment and the strong appreciation of
the US dollar against the euro. The Group expected operating costs of €1,230 million (originally:
€1,180 million), increasing this projection to €1,245 million, due to the full consolidation of 360T in
the fourth quarter of 2015. Moreover, the Group expected non-recurring effects in the amount of approx-
imately €110 million. The marked increase, compared to the original forecast of approximately
€30 million, was related to costs associated with mergers and acquisitions, as well as costs incurred due
to criminal investigations against Clearstream Banking S.A. in the US. Furthermore, the company
planned to create scope for further investments as part of the "Accelerate" growth programme announced
in July 2015. Through a reduction in hierarchical levels, the merger of functions into competence cen-
tres and further improvements in purchasing and procurement, the Group is looking to create approxi-
mately €50 million in additional investment capacity from 2016 onwards. The Group calculated one-off
restructuring charges for implementing these measures of around €60 million for 2015. The original
EBIT forecast of between €925 million and €1,125 million was raised to between €975 million and
€1,175 million within the scope of adjustments in the first quarter. Likewise, Deutsche Börse also raised
its forecast net profit for the period, also by €50 million, to between €675 million and €825 million.
EBIT and profitability by segment
holders
tributable to Deutsche Börse AG share-
Consolidated net profit for the period at-
430.8
2015
€m
2014
€m
2015
2014
€m
€m
Net revenue
600.1
516.7")
Operating costs
472.4
293.0
EBIT
312.3
343.0"
583.1
307.7
271.4
491.2¹
254.4
238.6¹)
594.4
344.0
495.6¹)
274.0
544.3¹)
338.6
249.7 221.6") 159.2 208.1¹
589.8
247.8
640.7
%
€m
Changes to the basis of consolidation
Deutsche Börse AG acquired 49.9 per cent of the shares of STOXX Ltd., Zurich, Switzerland, and 50.1
per cent of the shares of Indexium AG, Zurich, from SIX Group AG, Zurich, effective 31 July 2015. Fol-
lowing this transaction, Deutsche Börse AG holds 100 per cent of the shares of both STOXX Ltd. And In-
dexium AG. Deutsche Börse AG had already had control over STOXX Ltd. and had included the company
in full in its consolidated financial statements. The transaction led to the acquisition of control over In-
dexium AG; the company has been included in full in the consolidated financial statements since then.
Effective 1 January 2015, European Energy Exchange AG, Leipzig, Germany, (EEX) acquired an interest
of 53.34 per cent in Powernext SA, Paris, France, in exchange for 36.75 per cent of the shares of EPEX
Spot SE, Paris, France, (EPEX). Since then, all natural gas activities of EEX group have been bundled
within Powernext; EEX increased its interest in Powernext to 55.8 per cent as a result of this transaction
and further raised this stake to 87.73 per cent in the period under review. As Powernext in turn holds
50 per cent of EPEX, EEX also obtained a controlling interest in EPEX and its two subsidiaries, EPEX
Spot Schweiz AG, Zurich, Switzerland, and JV Epex-Soops B.V., Amsterdam, the Netherlands. All sub-
sidiaries have been included in full in the consolidated financial statements since 1 January 2015.
To expand the spot power business (trading and clearing), an interest of 100 per cent at APX Holding
group, which covers the market areas of the Netherlands, the United Kingdom and Belgium, was ac-
quired and integrated into the EPEX Spot group effective 4 May 2015. As wholly owned subsidiaries of
EPEX, the APX Holding group companies have been included in full in Deutsche Börse Group's consoli-
dated financial statements since May 2015.
Deutsche Börse AG acquired all shares in 360T Beteiligungs GmbH, Frankfurt/Main, Germany, (360T)
effective 15 October 2015. As a result, it controls 360T and its subsidiaries; and has included these
companies in full in its consolidated financial statements since that date.
Net revenue by segment
€ millions
2,367.4
411.0
2,047.8
Market Data + Services
380.5
746.4
Clearstream
EBIT by segment
€ millions
1,011.3
172.3
173.9
Market Data + Services
319.4
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
In this market environment, which was more favourable than the year before, the Group increased net
revenue across all segments of its diversified business model. The Eurex and Xetra trading segments
benefited in particular from the trust that market participants place in Deutsche Börse's regulated trading
platforms; these two segments posted double-digit growth rates.
■ Market participants must deal with regulatory projects which keep changing and getting delayed. This
has also caused some market participants to adopt a reticent stance. Added to this are strict capital re-
quirements and the decline in proprietary trading, which burden trading activity on the derivatives mar-
kets in particular. Conversely, regulation holds the opportunity for Deutsche Börse Group to attract
business for its liquidity and collateral management services, which offer banks maximum efficiency in
deploying their capital resources.
■ The economic situation in the euro area remained tense during the year under review, as was the geo-
political situation in the Middle East. Economic and political instability lead to uncertainty. Even though
this might boost trading volumes over a short-term period, the longer such uncertainty prevails, the
more it will burden market participants. Furthermore, a lack of investor confidence in permanently sta-
ble development of the European Monetary Union will cause investors to withdraw investment capital
from Europe - a development observed on the Asian markets during the period under review, for ex-
ample.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Basel IV
Since 2014, the Basel Committee on Banking Supervision and the Financial Stability Board have sub-
mitted proposals to enhance the international framework for banking supervision and the published
amendments to Basel III, which will have a far-reaching impact. The proposals and amendments are
commonly summarised under the concept "Basel IV". Key elements of the revision are:
■ Introduction for the first time of international rules to impose a quantitative limit on concentration
risk (large exposure rules)
■Comprehensive amendments to the rules for standardised approaches to measuring capital re-
quirements for credit, market price and operational risk, credit risk mitigation and the definition of
the trading book
■ Revisions to the treatment of credit risk exposures to central governments and other public-sector
counterparties
■ Further strengthening of the equity base of global systemically important banks (G-SIBS), with the
aim being to avoid resolution if at all possible, or failing that, to ensure that resolution is possible in
an orderly manner
■ Changes to the treatment of interest rate risk in the non-trading book
While the proposed amendments have a considerable scope, most of them are still at the discussion and
consultation stage. In addition, it is difficult to determine the specific impact on Deutsche Börse Group's
affected entities. From Deutsche Börse Group's perspective, the provisions – including the expected tran-
sitional regulations - will not have any material effect on the equity of its regulated companies in the
short term. Independent of the regulatory requirements, the Group will continuously analyse the capitali-
sation of its regulated entities, making any necessary adjustments in order to ensure that risks are ade-
quately covered. Deutsche Börse Group takes an active part in the discussion process regarding the
modification of banking regulations, and thus addresses the specific characteristics applying to regula-
tions for financial market infrastructures with (limited) authorisation to engage in banking business.
Transparency of securities financing transactions
288.8
The EU bodies resolved a regulation on the transparency of securities financing transactions (Securi-
ties Financing Transaction Regulation, SFTR), which complements the proposed regulation on the in-
troduction of a segregated banking system that ring-fences proprietary trading from the deposit and
lending business. The regulation was published on 23 December 2015 in the Official Journal of the
European Union. It introduces a requirement to report securities lending and repo transactions to
central trade repositories. In addition, it introduces rules for repledging collateral and regulates the
reporting requirements of investment fund providers with securities lending activities. The impact of
comprehensive reporting requirements for securities lending transactions is different for Clearstream,
Eurex Clearing AG and REGIS-TR S.A. For their own securities financing transactions, higher expendi-
tures are to be expected. The fact that transactions must be reported to a trade repository however also
bears business potential for REGIS-TR.
The implementation into national law of the Deposit Guarantee Schemes Directive has only minor im-
pact upon Deutsche Börse Group entities. In November 2015, the European Commission made a pro-
posal on the further modification of deposit guarantee schemes, with a view to completing banking un-
ion. The current status of political discussions does not yet allow for any projections on the possible
impact of the legislative process onto Deutsche Börse Group.
37
38
Deutsche Börse Group financial report 2015
Business developments
Overall, the macro-economic framework outlined at the beginning of the report on the economic position
led to a more favourable situation for financial services providers on the capital markets during the year
under review, compared to 2014. Interest rates at record lows, a high degree of liquidity on the Europe-
an capital markets, and markedly higher volatility on the equities and derivatives markets - all of these
factors stimulated trading activity. Leaving aside short-term spikes in trading volumes, political conflicts
and economic instability tend to have a rather negative effect on investors' trading activities over the me-
dium term. The same applies to regulatiory schemes, which trading participants might view as curtailing
their strategic options.
■ From a macroeconomic perspective, the year under review was once again characterised by loose
monetary policy adopted by the major central banks. The ECB has charged negative deposit interest
rates now since June 2014: in fact, it thus charges a fee on the deposits that commercial banks
hold with the ECB. As a consequence, commercial banks in the euro area have been passing on
such negative interest rates to their clients. Moreover, the ECB launched a purchasing programme
for sovereign bonds and other securities in March 2015 as part of its QE measures, and has been
buying approximately €60 billion in securities every month, in order to further boost market liquidi-
ty and to fend off deflation. The ECB's QE measures, currently planned to remain in place until
March 2017, will keep interest rates at a low level. Likewise, the US Federal Reserve retained its ex-
pansive monetary policy almost right to the end of the year under review: it was only on 16 December
that it embarked upon an initial step towards an interest rate turnaround, when it raised its target Fed
Funds corridor to 0.25 - 0.50 per cent. Whilst low interest rates may boost cash market business,
as investors raise their exposure to equities and other securities again, they slow down derivatives
markets activity, especially regarding long-term interest rate derivatives. Also, the low interest rate
levels reduce net interest income from the banking business, generated by the Clearstream and – to
a lesser extent - Eurex business segments.
■
Equity markets volatility - one of the key drivers of Deutsche Börse Group's trading business - was
at a distinctly higher level during the 2015 financial year than in the year before, thus extending
the trend turnaround observed since the end of the third quarter of 2014 into the year under review.
Likewise, derivatives market volatility rose significantly, as the use of derivatives to hedge risks in-
creased again.
Deposit Guarantee Schemes
2015
Clearstream
184.8
Operating costs increased by 23 per cent year-on-year in the reporting period to €1,375.6 million
(2014: €1,114.8 million). They included non-recurring effects in a total amount of €126.8 million, in-
cluding €65.4 million for efficiency programmes and restructuring measures, €38.7 million mainly for
the integration of acquired companies, and €22.7 million largely related to criminal proceedings against
Clearstream Banking S.A. in the US. Adjusted for these non-recurring factors, operating costs increased
by 17 per cent to €1,248.8 million (2014: €1,068.8 million). The following factors were the key driv-
ers for the year-on-year increase in costs:
■
Operating costs rose by €89.8 million, due to the full consolidation of Powernext (including EPEX and
its subsidiaries), APX Holding group, CGSS, 360T and Indexium.
■ Currency translation effects, especially caused by the weakness of the euro against the US dollar, cre-
ated additional costs in the amount of €32.7 million.
■The higher Deutsche Börse share price caused steeper expenses for remuneration components
linked to the share price. Moreover, thanks to the successful financial year, the Group paid out
higher bonuses to its staff. Aggregate remuneration effects totalled €31.5 million. Investments
in growth projects and infrastructure, in particular for Eurex's and Clearstream's growth initiatives, in-
creased by €12.9 million.
Staff costs, a key factor in operating costs, amounted to €640.7 million in 2015 (2014: €472.4 million).
Adjusted for exceptional items, staff costs rose by 26 per cent year-on-year to €579.6 million (2014:
€460.7 million). The increase is due to a rise in the average number of people employed in the year
under review, which was mainly the result of the above mentioned consolidation effects.
Deutsche Börse Group key performance figures
Overview of operating costs
2015
€m
2014
€m
Change
%
Net revenue
2,367.4
2,047.8
16
Staff costs
2015
2014
Change
€m
In the Market Data + Services segment, net revenue was €411.0 million, 8 per cent higher than in the
previous year (2014: €380.5 million). Business developed positively, with rising net revenue in all four
business areas (Information, Index, Tools and Market Solutions).
The post-trade services provided by the Clearstream segment yielded further solid growth rates in the
year under review: Clearstream recorded both increased business volumes and higher net revenue in its
three main business areas - custody, settlement and global securities financing. Despite prevailing low
key interest rates, net interest income from the banking business in the Clearstream segment rose slight-
ly compared to the previous year's figure, thanks to the continued increase in Clearstream's cash client
deposits. Net revenue in the Clearstream segment was up by 7 per cent year-on-year, to €746.4 million
(2014: €698.0 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Traded volumes on the cash market rose even more sifgnificantly than on the derivatives markets: by 28
per cent on XetraⓇ, by 6 per cent at the Frankfurt Stock Exchange, and by as much as 47 per cent on
Tradegate. The year-on-year rise in index levels also had a positive effect on the revenue generated be-
cause of the pricing model, which is based on the transaction value. As a result, net revenue rose by
14 per cent to €184.8 million (2014: €161.9 million).
Xetra
88.0
100.6 Xetra
161.9
1,025.2
Eurex
431.6
429.3
Eurex
807.4
698.0
2014
2014
2015
39
40
Deutsche Börse Group financial report 2015
Results of operations
-
Developments on the cash and derivatives markets showed that investors placed greater confidence in
the euro area: investment capital – which had been withdrawn in the wake of the euro currency crisis
and the debt crisis affecting some European countries, and invested in the US or Asia returned to Eu-
rope, leading to a marked increase in trading activity. Some of the Group's business areas benefited
from additional tailwinds due to exchange rate effects (especially the euro's weakness versus the US
dollar) and from stable economic momentum in the relevant economies (including Germany and the
US). Moreover, the cash market profited from the ECB's QE policy and from low interest rates, which
boosted the flow of investments into the equities markets. However, low interest rates are a burden for
other Group businesses, as seen in Clearstream's net interest income from the banking business, or in
the volume of interest rate derivatives traded on Eurex. On the derivatives markets, the return of capital
flows into euro-denominated products was also visible, with volatility clearly higher than in the previous
year. Deutsche Börse's net revenue in the commodities business almost tripled, reflecting the consoli-
dation of equity investments, as well as the positive market environment. The uptrend in Clearstream's
business proved to be stable, as the volume of securities held in custody continued to rise during the
year under review. Factors which contributed to this development included the high index levels (com-
pared to the previous year), and the euro's devaluation versus the US dollar. Moreover, Clearstream
succeeded in winning new clients, and in persuading existing clients to transfer additional business to
Clearstream. Deutsche Börse Group's technology and market data business (the Market Data + Ser-
vices segment) also posted increases, especially in the index business.
Deutsche Börse Group's net revenue rose by 16 per cent in financial year 2015 to €2,367.4 million
(2014: €2,047.8 million). Net revenue in the Eurex and Xetra trading segments posted double-
digit growth rates; the post-trading and market data businesses also contributed solid increases.
Some of the growth was accounted for by companies that were newly included in the Group's
scope of consolidation: Powernext (including EPEX and its subsidiaries), APX Holding group,
Clearstream Global Securities Services (CGSS) and 360T. Without these consolidation effects in the
amount of €123.3 million, net revenue increased by 10 per cent. Net revenue is composed of sales
revenue plus net interest income from banking business and other operating income, less volume-related
costs. Since the 2015 financial year, net interest income has included interest income and expenses in
the Eurex segment, on top of income generated in the Clearstream segment. This relates to income
which the clearing houses generate by investing cash collateral posted by their clients. To date, such in-
terest income and expenses were reported in the net financial result; the prior-year figures were adjusted
accordingly.
Aggregate trading volumes on Deutsche Börse Group's derivatives markets increased significantly. The
number of futures and options contracts traded on Eurex Exchange increased by approximately 12 per
cent year-on-year, whilst the number of US options traded at ISE remained virtually stable. Trading in
electricity products on EEX soared by 95 per cent, whilst gas products rose by 81 per cent. Net revenue
in the Eurex segment was up by 27 per cent, to €1,025.2 million (2014: €807.4 million). Besides
higher contract volumes, this increase was driven in particular by growth on EEX, which more than dou-
bled net revenue, through organic as well as external growth.
2015
2014
Deutsche Börse Group financial report 2015
EBIT margin"
411.0
698.0
746.4
161.9
184.8
807.4
1,025.2
Net revenue
€m
2014
2015
€m
€m
€m
€m
2014
2015
2014
2015
€m
€m
2014
2015
€m
Market Data + Services
Clearstream
Xetra
Eurex
380.5
Operating costs
548.0
438.8
EBIT
€m
Eurex segment: key figures
As in the previous year, Eurex equity index derivatives were the product group with the highest trading
volume. Trading of these derivatives increased by 17 per cent year-on-year to 837.7 million contracts
(2014: 715.0 million), which is primarily due to higher volatility. Contracts on the EURO STOXX 50Ⓡ
index were by far the most commonly traded products (341.8 million futures and 314.5 million options).
Net revenue amounted to €402.7 million in the year under review, an increase of 17 per cent on the
previous year (2014: €344.8 million).
Net segment revenue increased by 27 per cent to €1,025.2 million (2014: €807.4 million). Operating
costs rose by to €599.8 million (2014: €453.7 million). In 2014, special factors of €14.9 million had
had a negative impact on costs; these factors amounted to €51.8 million in the year under review and
were mainly due to restructuring and efficiency measures as well as measures to integrate the acquired
companies, 360T and Powernext (including EPEX and its subsidiaries). €104.9 million of net revenue
was attributable to transaction fees and other revenue of the first-time consolidation of these companies
acquired in the year under review; their share of the costs amounted to €74.0 million. Eurex's EBIT was
at €429.3 million (2014: €431.6 million). In the prior year, €62.7 million of EBIT was attributable to
non-recurring income that Deutsche Börse Group generated as a result of a revaluation of its shares in
Direct Edge in connection with the merger of Direct Edge Holdings, LLC and BATS Global Markets, Inc.
Resulting from the adjustment of the fair value of the consideration transferred in connection with the
acquisition of EEX as at 1 January 2014, €10.6 million was attributable to a one-off gain.
Deutsche Börse Group financial report 2015
46
45
In total, 2,272.4 million contracts were traded on Deutsche Börse Group's derivatives exchanges (Eurex
Exchange and ISE) in 2015, a year-on-year increase of 8 per cent (2014: 2,097.9 million). This is
equivalent to a daily average of around 9.0 million contracts (2014: 8.3 million). Eurex generated a
trading volume of 1,672.6 million futures and options contracts, up 12 per cent on the previous year
(2014: 1,490.5 million). Trading in US options on ISE remained almost stable at 599.8 million con-
tracts (2014: 607.4 million). Commodities trading flourished, recording two-digit growth rates for power
and gas products, while average outstanding volumes in the repo business decreased by 20 per cent to
€172.8 billion (2014: €214.6 billion).
The derivatives market benefited from a more favourable trading environment overall, as higher volatility
- compared to the previous year increased market participants' hedging needs. Thanks to their broad
product portfolio, Deutsche Börse Group's derivatives exchanges are able to offer investors suitable in-
struments. Higher trading activity by market participants was also bolstered by investors' renewed confi-
dence in European capital markets. Nonetheless, the macro-economic environment continued to hold
challenges: low key interest rates, the persistently fragile economic situation in the euro zone and the
low inflation and in some cases deflationary tendencies. For market participants, the implications of the
regulatory reform projects in the financial services industry are costs for structural changes as well as ad-
justments to their business models in some cases. After all, higher capital requirements - compared to a
few years ago - and stricter rules governing proprietary trading provide additional barriers to investors.
Revenue is primarily driven by the derivatives traded on Eurex Exchange: equity index derivatives ac-
counted for 39 per cent of net revenue, interest rate derivatives 18 per cent and equity derivatives 4 per
cent. US options traded on the International Securities Exchange (ISE) accounted for 9 per cent of net
revenue. Energy products traded on the European Energy Exchange (EEX) and its subsidiaries and/or in-
vestments, and derivatives based thereon (commodities), contributed 16 per cent to net segment reve-
nue; Eurex Repo contributed 3 per cent. The “other” item (10 per cent) includes, among other things,
the participation fees paid by trading and clearing participants as well as interest income and expenses
generated by the Group's clearing houses from investing their clients' cash collateral. 360T Beteiligungs
GmbH has been consolidated since the beginning of October 2015; its revenue is reported under the
new item FX.
The performance of the Eurex derivatives segment largely depends on the trading activities of institu-
tional investors and proprietary trading by professional market participants. The segment's revenue is
therefore generated primarily from the combined transaction fees that Eurex charges for trading and
clearing derivatives contracts.
Eurex segment
Segment key figures (adjusted)
182.9
339.1
343.7
88.8
109.9
376.8
EBIT
197.6
220.9
358.9
402.8
73.5
77.1
190.1
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
480.3
1.9
319.4
46
Market Data + Services
173.9
42
172.3
39
45
992.6
42
1,011.3
49
1) Based on net revenue
43
Deutsche Börse Group
44
Clearstream
88.0
1)
1.9
%
EBIT
€m
EBIT margin"
%
54
Eurex
42
431.6
53
Xetra
100.6
54
429.3
Deutsche Börse Group financial report 2015
288.8
The conditions described earlier in the section on ☑ business developments and the capital market envi-
ronment's sustained improvement were largely in line with the assumptions on which the forecast was
based. Deutsche Börse Group thus generated net revenue which, at €2,367 million, was in the top
quarter of the forecast range.
According to the Group's projections, the tax rate was to remain stable during the year under review, at
26.0 per cent, with a slight improvement in the financial result, due to currency translation effects.
1,124.0
975-1,175
1,248.8
2,367.4
2,200 - 2,400
1,245
€m
Result
Forecast
€m
Gross debt/ EBITDA
Consolidated net profit
Operating costs (adjusted)
EBIT (adjusted)
Net revenue
Adjusted for special items, the Group's operating costs rose in financial year 2015 to €1,249 million,
driven mainly by consolidation effects as well as by investments in efficiency, restructuring and integrative
measures. This is slightly above the Group's forecast, which had predicted an increase in operating costs
to €1,245 million.
EBIT and consolidated net profit for the period are also in the upper area of the forecast range (adjusted
for exceptional items in both cases). Consequently, the Group achieved an adjusted interest coverage ratio
of 24.9, significantly above the minimum target of 16.
At Group level, Deutsche Börse aims to achieve a ratio of interest-bearing gross debt to EBITDA of no
more than 1.5. Given the raising of debt to finance the acquisitions of STOXX and 360T in the third and
fourth quarters of 2015, the Group anticipated exceeding this figure for 2015, expecting a ratio of ap-
proximately 1.9. In fact, the Group reached this target, achieving a ratio of gross debt to EBITDA of 1.9.
The adjusted tax rate was 26.0 per cent, as planned.
Comparison of results of operations with the forecast for 2015
766.0
675-825
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
457.7
7
698.0
746.4
%
€m
Clearstream segment: key figures
€m
Change
Financial key figures
2014
Net revenue
Operating costs
Clearstream's net revenue increased by 7 per cent to €746.4 million in the year under review (2014:
€698.0 million), due to growth in its largest business areas, in particular. Operating costs rose to
€457.7 million (2014: €378.6 million); the 2015 exceptional items totalled €54.9 million (2014:
€19.7 million) and were primarily composed of costs for the integration of CGSS, acquired at the end
of 2014, and costs incurred as a result of criminal investigations against Clearstream Banking S.A. in
the US in addition to efficiency and restructuring programmes. EBIT thus decreased to €288.8 million
(2014: €319.4 million).
Deutsche Börse Group financial report 2015
EBIT
The development of IPOs on the Frankfurt Stock Exchange was also positive, with a total of 24 newly
listed companies - the best result Deutsche Börse has achieved in terms of the size and number of IPOS
since 2007. In the Prime Standard segment, 18 new companies were listed (2014: ten companies),
two in the General Standard segment (2014: four companies), and four new companies in the Entry
Standard (2014: five companies). Aggregate issue volume amounted to approximately €7 billion (2014:
€4 billion). The biggest IPOs during the reporting year were Covestro AG (€1.5 billion), Deutsche Pfand-
briefbank AG (€1.16 billion), and Scout24 AG (€1.02 billion).
Deutsche Börse launched the "Deutsche Börse Venture Network" on 11 June 2015. The Venture Net-
work connects high-growth, start-up companies with international investors, to help these companies
raise capital - including a potential IPO, and to help them build a comprehensive network. An exclusive
online platform allows investors and entrepreneurs to establish contacts and to exchange information in
a protected platform area. Tailored events provide opportunities to get to know each other personally,
thereby potentially opening channels for entrepreneurs to raise capital for their business. The Venture
Network has been growing steadily, with 52 growth companies and 111 investors active on the platform
at the end of the reporting year.
Clearstream segment
Clearstream provides the post-trade infrastructure for bonds, equities and investment funds. In addition,
Clearstream offers custody services for securities from 55 markets worldwide. The custody business was
the key contributor to Clearstream's net revenue, generating 52 per cent. Net revenue in this business is
mainly driven by the volume and value of securities under custody, which determines the deposit fees.
The settlement business accounted for 18 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. Net interest income from Clearstream's banking business contributed 5 per cent
to Clearstream's net revenue. Other business activities including reporting services accounted for a
16 per cent share of total net revenue.
378.6
2015
The aggregate average volume of securities held in custody rose to €13.3 trillion in 2015
(2014: €12.2 trillion) - a new record for an annual average. Custody volumes on the German do-
mestic market are largely determined by the market values of equities, funds and structured products
on the German cash market. Reflecting capital gains on German domestic equities, the volume of
custody assets rose to €6.1 trillion in 2015 (2014: €5.7 trillion). At the same time, the value of in-
ternational assets held in custody - mainly comprising bonds traded OTC increased to €7.1 trillion,
up 10 per cent year-on-year (2014: €6.5 trillion). New and/or additional business from existing cus-
tomers contributed to the volume increase in assets under custody. At €387.2 million, net revenue in
the custody business exceeded the previous year's figure by 9 per cent (2014: €355.4 million).
Value of securities under custody (average value during the year)
288.8
international
7,140
6,495
10
domestic
6,134
5,720
7
Settlement
9
Securities transactions
21
international - OTC
international-on-exchange
domestic OTC
domestic-on-exchange
12,215
13,274
%
€bn
€bn
Custody
-10
319.4
50
49
184.8
51.1
Net revenue
Financial key figures
Change
2014
2015
Xetra segment: key figures
Deutsche Börse has operated Europe's leading marketplace for ETFs since 2000. It offers investors the
largest selection of ETFs of all European exchanges: as at 31 December 2015, 1,116 ETFs were listed
(2014: 1,044 ETFs). The assets under management held by ETF issuers amounted to €351.6 billion at
the end of the year, a year-on-year increase of 23 per cent (31 December 2014: €286.3 billion). Trad-
ing volumes rose by 39 per cent to €188.9 billion (2014: €135.7 billion). The most heavily traded
ETFs continue to be based on the European STOXX® equity indices and on the DAX® index.
Institutional, private and international investors primarily trade on Xetra, the electronic trading platform.
As a result, Xetra generates by far the segment's highest trading volume. This volume (measured in terms
of order book turnover, single-counted) rose by 28 per cent in the year under review to €1,505.8 billion
(2014: €1,179.9 billion). The number of transactions increased by 24 per cent to 251.9 million (2014:
203.1 million). The average value per Xetra transaction rose to €12.0 thousand (2014: €11.6 thousand).
In addition to Xetra, Deutsche Börse operates trading at the Frankfurt Stock Exchange and holds a
75 per cent interest and one share in Tradegate Exchange. The volume (single-counted) traded on the
Frankfurt Stock Exchange was €54.6 billion (2014: €51.6 billion). The trading volume generated by
Tradegate Exchange increased by 47 per cent to €75.3 billion (2014: €51.1 billion).
Global Securities Financing
In the 2015 financial year, securities with a total volume of €1.64 trillion were traded on Deutsche
Börse Group's cash markets (2014: €1.28 trillion). They included shares and bonds from German and
international issuers, exchange-traded funds (ETFs) and exchange-traded commodities (ETCs) as well as
units in actively managed retail funds and structured products.
Cash market trading activity was stimulated by persistent high volatility, as well as by a combination
of key interest rates at record lows and by the ECB's quantitative easing. In contrast, the fragile state
of the euro zone economy and the debt crisis (affecting Greece in particular) burdened trading, but
this was more than offset by positive factors during the reporting year. Investors who had withdrawn
capital from Europe over recent years now appear to be increasing their exposure to Europe (and
Germany) again. In particular, this applied to investors expecting an increase in key interest rates in
the US (which materialised in December), as well as to those withdrawing funds from the unstable
Chinese market. In this context, investments in Germany are particularly attractive due to the sound
profitability of German enterprises and the stable economic environment.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
In the reporting period, net revenue in the Xetra segment rose by 14 per cent to €184.8 million
(2014: €161.9 million). Operating costs increased to €81.0 million (2014: €74.3 million). Exceptional
items primarily for efficiency programmes and restructuring measures, which had had a negative im-
pact of only €0.8 million in financial year 2014 – amounted to €3.9 million in the year under review. As
a result of the upswing in business activity, EBIT also increased by 14 per cent to €100.6 million
(2014: €88.0 million).
The Xetra segment generates most of its net revenue from trading and clearing cash market securities.
The primary sales driver, accounting for 65 per cent, was net revenue from trading. The central counter-
party (CCP) for equities and exchange-traded products (ETP) 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 (16 per cent of net revenue in total) comprises listing
fees and the net revenue generated by Eurex Bonds. Listing fees predominantly come from existing com-
pany listings and admissions to trading.
Xetra segment
Net revenue of 360T Beteiligungs GmbH, the foreign exchange trading platform acquired in the summer,
amounted to €15.7 million in the last three months of the year under review (please see the ☑ report on
opportunities for details on 360T's business potential).
Average outstanding volumes at Eurex RepoⓇ, the marketplace for collateralised money market trading
and for GC Pooling® (General Collateral Pooling), declined by 20 per cent during the reporting year, to
€172.8 billion (2014: €214.6 billion; single counting in each case). Due to the low-interest rate envi-
ronment and the ECB's bond purchasing programme, numerous bonds which would be eligible as col-
lateral for repo transactions are no longer available to the market. Moreover, given the high level of ex-
cess liquidity, participants' funding requirements are low. The average outstanding GC Pooling volume
decreased by 11 per cent, to €140.9 billion (2014: €158.5 billion). In the euro market, the average
outstanding volume stood at €31.9 billion (2014: €41.0 billion). The Swiss National Bank (SNB) has
conducted no monetary policy measures in repos or money market instruments since August 2011; out-
standing volumes at Eurex Repo have thus expired. Therefore, there will be no further product offers in
cooperation with the SNB in the foreseeable future, which is why volumes on the Swiss franc repo mar-
kets will no longer be reported separately. Within the GC Pooling offer, investors have been able to also
execute transactions in Swiss francs since December 2014, besides transactions in euros and US dollars.
Net revenue in the repo business decreased to €27.8 million (2014: €37.5 million).
The EEX is the leading European energy exchange; it develops, operates and connects secure, liquid and
transparent markets for energy and commodity products. The products traded on markets operated by
EEX group are electricity, natural gas, environmental products (such as emission allowances), freight
rates, metals and agricultural products. Since 2015, the EEX group has included France's Powernext SA
as well as EPEX Spot SE (including APX Holding group for details, please refer to the "Changes to
the basis of consolidation" section). During the reporting year, EEX group succeeded in attracting off-
exchange volumes to its exchange trading platforms and to expand its business into additional European
markets and completely new product classes. Customers appreciate the one-stop shop concept, where
they can access numerous products from a single source, according to their requirements. EEX group
can thus look back on a successful year, with very high growth rates. Volumes on the spot and forward
electricity markets were up by 95 per cent in 2015, to 3,061.5 TWh (2014:1,570.4 TWh). Volumes in
gas products soared by 81 per cent to 1,024.9 TWh (2014: 567.7 TWh). With 677.6 million tonnes of
CO2, traded volumes in emission rights rose by 27 per cent year-on-year (2014: 533.7 million tonnes of
CO2). Net revenue from commodities trading increased by more than 2.5x to €165.9 million in 2015
(2014: €63.9 million).
1-
Deutsche Börse Group financial report 2015
48
47
2) The position "Trading" includes the Xetra® electronic trading system,
Börse Frankfurt as well as structured products trading.
€m
47
€m
161.9
75.3
Tradegate
6
51.6
54.6
Frankfurt Stock Exchange
28
1,179.9
1,505.8
Xetra®
%
€bn
€bn
Cash market: trading volume (single-counted)
14
88.0
100.6
9
74.3
81.0
EBIT
Operating costs
14
%
Outstanding volume (monthly average)
10.1
m
%
%
Risk-free interest rate"
0.54
1.24
Market risk premium
6.50
6.50
Beta²)
0.81
0.86
Cost of equity³) (after tax)
5.80
826.1
711.1
-68.5
-1,579.4
-441.1
76.1
-250.4
-1,592.3
677.3
684.8
2014
796.6
2015
Deferred tax expenses amounted to €3.2 million (2014: deferred tax income of €48.8 million). De-
ferred tax income recognised in the previous year was largely due to deferred tax assets recognised
on loss carryforwards.
1) Including revenue from listing and Eurex Bonds
173.9
14
208.2
237.1
8
380.5
411.0
Change
%
2014
€m
5
7.3
7.7
0
172.3
1
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
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 as at 31 December 2015 amounted to €-1,579.4 million
(31 December 2014: €-68.5 million). The item is negative especially due to the shift of current fi-
nancial assets to financial assets with a maturity of more than three months for reporting date rea-
sons; the latter do not qualify as cash and cash equivalents and the cash flows associated with them
have been allocated to investing activities. Cash and bank balances amounted to €711.1 million as at
31 December 2015 (31 December 2014: €826.1 million).
Deutsche Börse Group generated €796.6 million (2014: €684.8 million) in cash flow from operating
activities, excluding changes in CCP positions on the reporting date. The marked year-on-year increase
in cash flows from operating activities was due, in particular, to a payment of US$151.9 million made
during the first quarter of 2014, in connection with a settlement agreed upon by Deutsche Börse Group
with the U.S. Office of Foreign Assets control (OFAC).
Moreover, Deutsche Börse Group paid taxes in the amount of €207.7 million during the 2015 financial
year (2014: €237.0 million). The higher tax payments in the previous year were due to a non-recurring
effect from tax back payments in Luxembourg for the years 2009 to 2011.
Other non-cash expenses totalled €6.9 million (2014: non-cash income of €46.7 million), the swing
was mainly due to the re-measurement of the Direct Edge shareholding, following the merger of Direct
Edge and BATS.
Deutsche Börse's cost of capital
m
€m
2014
3.77
WACC (after tax)
4.79
4.08
WACC (before tax)
47.64
50.80
Debt ratio (annual average)
52.36
49.20
Equity ratio (annual average)
1.88
1.79
Cost of debt (after tax)
0.66
0.63
Tax shield 5)
2.55
36.4
9
126.3
138.0
%
4.47
€m
1) Annual average return on ten-year bunds
3) Risk-free interest rate + (market risk premium x beta)
2015
36.3
Other cash and bank balances as at 31 December
Cash and cash equivalents as at 31 December
Cash flows from financing activities
Cash flows from investing activities
Cash flows from operating activities
Cash flows from operating activities (excluding CCP positions)
Consolidated cash flow statement (condensed)
Moreover, the company placed Commercial Paper of €2,100.0 million (2014: €1,164.7 million),
and paid out €2,065.0 million (2014: €1,205.0 million) due to maturing Commercial Paper issues.
The maturity of Series A of the private placements made in 2008 led to cash outflows of
€150.5 million.
Cash outflows from financing activities in the business year 2015 amounted to €76.1 million
(2014: cash outflows in an amount of €441.1 million). The acquisition of a 49.9 per cent stake in
STOXX Ltd. led to a cash outflow totalling €653.8 million. This transaction was financed by issuing
debt securities with a nominal amount of €600.0 million. As part of financing the acquisition of
shares in 360T, the company placed €200.0 million in treasury shares as well as a bond with a
nominal amount of €500 million.
Cash inflows of €208.3 million (2014: €317.2 million) were due to securities with an original ma-
turity of more than one year maturing or being sold.
Cash outflows for the acquisition of subsidiaries totalled €641.5 million (2014: cash inflows of
€11.2 million). Cash outflows included €676.6 million for the acquisition of shares in 360T. Full consoli-
dation of Powernext and EPEX at 1 January 2015 increased cash by €40.1 million. In the previous year,
full consolidation of EEX increased cash by €61.5 million. Since no purchase price was payable in the
acquisition of Powernext and EPEX during the business year 2015 and EEX in the prior year, there
were no cash outflows.
Cash outflows from investing activities amounted to €1,592.3 million in financial year 2015
(2014: €250.4 million). Of this figure, €815.5 million (2014: €367.2 million) related to collateral-
ised cash investments with an original term of more than three months. At €154.5 million, invest-
ments in intangible assets and property, plant and equipment were above the prior-year level
(2014: €133.5 million); most were made in the Clearstream (€73.4 million) and Eurex
(€71.5 million) segments. Clearstream's investments related primarily to the expansion of its settle-
ment and collateral management systems (€43.4 million), while Eurex invested in its trading and
clearing systems (€34.3 million).
Taking CCP items into account, cash flow from operating activities totalled €10.1 million (2014:
€677.3 million. The change in CCP items, compared to the previous year, was influenced by non-
delivered GC Pooling transactions around the reporting date, in a total amount of US$869.5 million;
these could not be delivered on the due date (31 December 2015), but only on 4 January 2016.
The reason was a clearing participant's failure to provide the necessary cash in good time.
Deutsche Börse Group financial report 2015
56
55
7) (Total non-current liabilities + tax provisions + other current provi-
sions other bank loans and overdrafts + other current liabilities +
trade payables + payables to associates + payables to other related
parties) / (total assets - financial instruments held by Eurex Clearing
AG liabilities from banking business cash deposits by market par-
ticipants); basis: average balance sheet items in the financial year
6) 1 debt ratio
5) Denotes and quantifies the reduction in tax paid that arises from the
deductibility of interest payments on debt and is factored into the cal-
culation of the cost of capital
4) Interest rate on short- and long-term corporate bonds issued by
Deutsche Börse AG
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 perfor-
mance of the share moves strictly in parallel to the reference market
as a whole. A beta above 1.0 denotes greater volatility than the over-
all market and a beta below 1.0 less volatility.
2015
Cost of debt (before tax).
1) Commodities and commodities derivatives traded at EEX and Eurex
34.0
380.5
Other¹)
120.5
411.0
Net interest income from
banking business
Market Solutions
746.4
34.1
€ millions
€ millions
Net revenue in the Market Data + Services
segment
2014
Average outstanding volumes in the Global Securities Financing (GSF) business area decreased slightly,
to €598.6 billion (2014: €609.8 billion). In a difficult market environment, Clearstream was thus able
to keep its business volumes virtually stable; stronger volume declines were seen in GC Pooling only.
The successful performance of Investment Funds Services contributed positively to results in the settle-
ment and custody business. Clearstream processed a total of 9.7 million transactions during the report-
ing year, up 11 per cent year-on-year (2014: 8.8 million). At €446.5 billion, the average volume of in-
vestment funds in custody exceeded the previous year's figure by 36 per cent (2014: €327.4 billion).
These figures include hedge funds services provided by CGSS, based in Cork, Ireland. Clearstream ac-
quired Citco's custody business for hedge funds sponsored by financial institutions - now CGSS - on
3 October 2014, and has now fully integrated Citco's former fund clients.
698.0
32.8
120.3
33.1
67.7
148.8
355.4
Custody
387.2
90.4
Index
103.2
125.0
108.2
Settlement
136.9
Tools
117.9
64.5
Global Securities Financing
During the 2015 financial year, the number of (domestic and international) settlement transactions via
Clearstream increased by 9 per cent, to 138.0 million (2014: 126.3 million). The number of interna-
tional transactions increased slightly, to 44.1 million (2014: 43.6 million). OTC transactions, which ac-
counted for 82 per cent of Clearstream's international settlement business, remained unchanged com-
pared to the previous year; on-exchange transactions (accounting for the remaining 18 per cent) rose by
5 per cent year-on-year. The number of settlement transactions on the German domestic market in-
creased by 14 per cent, to €93.9 million (2014: €82.7 million), driven by higher trading activity from
German private investors. Here, on-exchange transactions accounted for the lion's share (64 per cent),
with the remaining 36 per cent executed over-the-counter. During the 2015 financial year, Clearstream
booked growth both in on-exchange and OTC transactions, with the former contributing a 15 per cent
year-on-year increase. Net revenue in the settlement business was up by 10 per cent, to €136.9 million
(2014: €125.0 million).
Deutsche Börse Group financial report 2015
52
51
m
m
Average daily cash balances
-2
609.8
598.6
%
€bn
€bn
15
51.8
59.7
11
30.9
34.2
%
155.9
Total¹)
US dollar
1) Includes some €1.5 billion currently or formerly blocked by EU and US sanctions (2014: €1.3 billion)
2.42
26
1,651
2,080
other currencies
18
5,233
6,187
-16
4,975
4,178
5
11,859
12,445
euro
Information
Net revenue in the Clearstream segment
2015
37.5
78.7
Commodities 1)
165.9
807.4
Repo
FX (as of Q4/2015)
15.7
27.8
Other
105.3
1,025.2
for equities
34.4
Central counterparty
31.6
63.9
Other¹)
88.2
29.9
2015
2014
2014
European index derivatives
402.7
100.4
Trading2)
120.7
165.2
European interest rate
derivatives
183.3
34.3
83.0
European equity derivatives
36.3
US options
29.7
344.8
184.8
54
53
The Information business area mainly involves the distribution of licences for realtime trading and mar-
ket signals and for the provision of historical data to the back offices of financial services providers. The
Information business area also includes the Market News International (MNI) subsidiary, a leading pro-
vider of news and background information to the global foreign exchange, fixed income and commodities
markets. The business remained largely stable in the year under review: Market Data + Services gener-
ated net revenue from trading signals of €155.9 million (2014: €148.8 million).
The segment's core business is the distribution of capital market information, technology and infrastruc-
ture services to customers worldwide. These include realtime trading and market signals such as the
Alpha FlashⓇ 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 themselves, 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 capital markets.
Market Data + Services' net revenue increased by 8 per cent in the year under review, to €411.0 million
(2014: €380.5 million). Operating costs were at €237.1 million (2014: €208.2 million) and included
exceptional items (largely relating to efficiency programmes and restructuring measures) of €16.2 million
(2014: €10.6 million). The segment's EBIT rose slightly to €173.9 million (2014: €172.3 million).
The net revenue of the segment is composed of the Information (38 per cent), Index (25 per cent), Tools
(29 per cent) and Market Solutions (8 per cent) business areas.
Market Data + Services segment
A key impending change that will affect Clearstream's settlement business is the TARGET2-Securities
(T2S) settlement platform designed by the Eurosystem. T2S will harmonise European cross-border securi-
ties settlement in central bank money. With the introduction of T2S, Clearstream will offer its customers
the full benefits of T2S. Customers will be able to bundle their assets in a single pool and use the re-
spective national central securities depository (CSD) as their point of access to T2S; at the same time,
they will be able to benefit from the securities lending and collateral management services of the interna-
tional central securities depository (ICSD)..For example, this will allow them to settle tri-party repos in
(multi-currency) commercial bank funds or in central bank money (euros), with positions being held
with the ICSD and with CSDs. On 10 December 2015, the T2S CSD Steering Group reached an agree-
ment on a revised T2S migration plan, following the announcement in late October 2015 of a need for a
later migration to T2S of the Euroclear CSDs. The new schedule foresees Clearstream Banking AG and
LuxCSD S.A. migrating to T2S on 6 February 2017. Clearstream will therefore adjust the schedule of its
operational and market readiness activities.
Average cash customer deposits were up by 5 per cent year-on-year, to €12.4 billion (2014: €11.9 billion).
This figure includes an average amount of approximately €1.5 billion (2014: €1.3 billion) which was
unavailable due to the blocking of certain accounts under European and US sanctions. Net interest in-
come from Clearstream's banking business was slightly up in 2015, to €34.1 million (2014: €32.8 mil-
lion). Clearstream net interest income reflects the persistently low interest rate environment throughout
the year under review. The US Federal Reserve raised its key interest rate – to a range between 0.25 per
cent and 0.5 per cent : - as recently as December 2015. At the end of December 2015, approximately
half of cash customer deposits are denominated in US dollars. However, thanks to growth in its custom-
er daily cash balances, Clearstream could more than offset the persistently low interest rates.
Nonetheless, net revenue in the GSF business rose to €67.7 million (2014: €64.5 million), as Clear-
stream was able to offset lower volumes through growth in high-margin products.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
2015
2014
1) Including Connectivity and Reporting
161.9
Deutsche Börse Group financial report 2015
In its Index business area, which it conducts through its STOXX Ltd. subsidiary, Deutsche Börse gener-
ates revenue from calculating and marketing indices and benchmarks, which banks and fund manage-
ment companies use as underlying instruments or benchmark references for financial instruments and
investment conduits. STOXX Ltd. and Indexium AG have been wholly owned subsidiaries of Deutsche
Börse Group since the end of July 2015. This has enhanced the Group's strategic flexibility, enabling it
to fully exploit existing potential in the fast-growing index business. In the year under review, the index
business continued its growth trend, with a 14 per cent increase in net revenue to €103.2 million
(2014: €90.4 million). In particular, the trend of investors moving towards passively managed financial
products, such as ETFs, led to an increase in assets under management in these products and thus also
to higher licensing revenue for these products. This is attributable to STOXX's extensive index portfolio,
which gives issuers numerous options to launch financial products suited to a wide variety of investment
strategies. Furthermore, increased equity index derivatives trading activity at Eurex Exchange contributed
to growth in the Index business area.
6.83
The Market Solutions business area consists primarily of development and operational services for exter-
nal technology customers, such as partner exchanges and German regional exchanges. Deutsche Börse
operates the technology for partner exchanges in Dublin, Vienna, Sofia, Ljubljana, Prague and Budapest,
on Malta and the Cayman Islands; in the domestic market, it is the technology operator for the German
broker exchanges in Berlin, Dusseldorf, Hamburg/Hanover, and Munich. Net revenue stood at
€34.0 million in 2015, slightly above the previous year (2014: €33.1 million).
Revenue in the Tools business area includes revenue from regulatory services and from connectivity ser-
vices for trading participants and clearing members. Net revenue rose by 9 per cent to €117.9 million
(2014: €108.2 million). Higher connectivity revenue especially contributed to the business area's
growth due to the connection of new customers to the Deutsche Börse network. The segment generates
this revenue primarly from connecting trading participants on the cash and the derivatives markets and
from users of the data services. The increase in revenue was driven by, among other things, the en-
hancement of the data services and new connectivity formats for the T7 trading platform.
Net revenue in the Xetra segment
Net revenue in the Eurex segment
Market participants on the US options exchanges ISE and ISE Gemini traded 599.8 million contracts in
the year under review (2014: 607.4 million). ISE's and ISE Gemini's market share of US equity options
was 16.0 per cent (2014: 15.8 per cent). Other established options exchanges such as Amex, Arca or
CBOE also recorded falling trading volumes in 2015. The winners were fledgling exchanges such as
BATS or MIAX Options Exchange, which attracted additional order flow to their platforms through special
incentive programmes. Gemini, ISE's marketplace dedicated to the needs of private investors, has now
established itself as ISE's second trading platform for US options. ISE's net revenue from US options was
up by 6 per cent year-on-year to €88.2 million (2014: €83.0 million), in particular because net revenue
generated in US dollar was converted into euros.
European interest rate derivatives trading showed a mixed picture: on the one hand, trading activity was
burdened by persistently low central bank rates, massive sovereign bond purchases by the ECB, as well
as by the absence of any short-term outlook for a change in the ECB's accommodative monetary policy.
On the other hand, discussions concerning the future of the European Monetary Union (and especially,
the conflicts about Greece's indebtedness with its creditors) as well as the long-awaited interest rate
turnaround in the US, which the Fed initiated in December 2015, triggered additional hedging needs by
investors. Total trading volumes in the interest rate derivatives product group on Eurex increased by
10 per cent to 509.1 million contracts in the year under review (2014: 461.3 million). Net revenue
from trading and clearing interest rate derivatives increased by 11 per cent to €183.3 million
(2014: €165.2 million).
The volume of Eurex's equity derivatives contracts (single-stock options and futures) traded in the year
under review rose by 3 per cent to 311.8 million (2014: 303.5 million). Net revenue from equity deriv-
atives also increased slightly to €36.3 million (2014: €34.3 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
€ millions
EBIT
Development of profitability
2015
€m
Return on shareholders' equity represents the ratio of earnings after tax to the average equity available
to the Group in 2015. The Group's return on shareholders' equity decreased to 18.9 per cent in the
year under review (2014: 23.9 per cent), primarily due to lower earnings and higher equity at the same
time. Adjusted for the exceptional items described in the results of operations, this ratio, which is also
known as the return on equity increased to 21.7 per cent (2014: 21.0 per cent). The weighted average
cost of capital (WACC) after tax amounted to 3.8 per cent in the year under review (2014: 4.5 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 account 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 long-term debt. See also “Deutsche Börse's cost of capital" table.
€ millions
Financial key figures
Market Data Services segment: key figures
Net revenue
Operating costs
AA
AA
Rating
AA
Market indicators
Fitch
Rating
AA
AA
AA
AA
AA
AA
AA
1,635.7
Trading volume (single-counted)¹7)
2,272.4
2,097.9
2,191.9
2,292.0
2,821.5
m
Xetra, Frankfurt Stock Exchange and Tradegate
Number of contracts
Clearstream Banking S.A.: Standard & Poor's
1,282.6
1,157.6
1,160.2
1,511.2
€bn
Eurex
AA
20.16)
AA
Deutsche Börse shares
Year-end closing price
Average market capitalisation
€
€bn
40.51
9.6
46.21
60.20
59.22
81.39
8.5
10.0
10.8
14.7
AA
Rating key figures
1.66)
1.56)
1.56)
1.96) 11)
Interest coverage ratio
%
19.06)
15.26)
26.06)
24.9
Deutsche Börse AG: Standard & Poor's
Rating
AA
AA
Gross debt/EBITDA
1.16)
€500 m
21
Deutsche Börse AG also distributed dividend payments of €386.8 million for the 2014 financial year
(2014: €386.6 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
586) 7) 11)
619) 10) 11)
2.254)
2.10
2.10
2.10
585)6)7) 8)
525) 6)
%
Dividend payout ratio
2.30
€
Dividend per share
Performance indicators
2,546.5
1,428.53)
1,521.9
3,695.1
3,752.1
14,386.9
As in previous years, the Group assumes it will have a strong liquidity base in financial year 2016
due to its positive cash flows from operating activities, adequate credit lines and flexible manage-
ment and planning systems.
Operating leases
Deutsche Börse Group mainly uses operating leases for the office building in Eschborn that the
Group moved into in the second half of 2010 and for the buildings used by Clearstream Internation-
al S.A. in Luxembourg (see ☑ note 38 to the consolidated financial statements for details).
Deutsche Börse Group's interest coverage ratio
7.7
7.4
€600 m
15.0
14.8
€600 m
€m
€m
2014
2015
11,267.2
Issue volume
Other interest expense
Commercial paper
Private placement
Other debt instruments
Fixed-rate bearer bond (10-year term)
Hybrid bond
Fixed-rate bearer bond (5-year term)
Fixed-rate bearer bond (10-year term)
Refinancing of maturing bonds
Interest expense from financing activities
Total interest expense (including 50% of the hybrid coupon)
€600 m
8,796.9
3,268.0
€m
€m
Deutsche Börse AG shareholders
Net profit for the period attributable to
992.6
1,011.3
738.8
2,367.4
50.6¹)
-1,375.6
-1,114.8
-1,182.8
-958.6
969.4
1,162.82)
€m
Earnings before interest and tax (EBIT)
37.6¹)
2,047.8
1,912.3
35.9
1,932.3
52.0
75.1
-962.22)
€m
Operating costs
€m
855.2
645.0
478.4
762.3
Non-current interest-bearing liabilities
€m
Equity
€m
Non-current assets
Consolidated balance sheet
10.1
677.3
728.3
707.7
5,020.3²) 5,113.9
3,132.62) 3,169.6
1,458.3 1,737.43)
785.6
Cash flows from operating activities
Consolidated cash flow statement
3.60
4.14
2.60
3.44
4.60
€
Earnings per share (basic)
665.5
€m
22
3.5
2.0
Personnel expense ratio (staff costs / net revenue)
4,643
3,911
3,515
3,416
3,278
Employees (average annual FTEs)
5513)
Retained earnings
■ On 30 July 2015, Deutsche Börse successfully placed a hybrid bond maturing in 2041, with a total
nominal value of €600 million, on the market. Until the first repayment date in February 2021, the bond
has an annual coupon of 2.75 per cent; after this date, it will have a variable-rate coupon which will be
re-set in February of each year. Given the quasi-equity characteristics of the hybrid bond, only 50 per
cent of its total nominal amount is included when calculating interest-bearing liabilities.
The marked increase in gross debt resulted from the two bond issues placed to finance the full acquisi-
tion of STOXX (including Indexium), as well of 360T, with an aggregate volume of €1.1 billion. This also
led to the target ratio of gross debt to EBITDA being exceeded at the end of the year.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Luxembourg/
Frankfurt
1.625%
October 2025
10 years
DE000A1684V3
Clearstream
Fixed-rate bearer bond
Unlisted
Unlisted
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
2.75 %
(until call
date)
%
1912)
216)
2214)
21
22
30
%
Return on shareholders' equity (annual average)16)
26.0
26.015)
26.08)14)
26.07
26.05)
February 2021/
February 2041
%
Tax rate
42
49
39
50
55
%
EBIT margin, based on net revenue
27
239)
%
€500 m
Call date
5.5 years/
final maturity in
25.5 years
€600 m
Deutsche Börse primarily meets its operating liquidity requirements from internal financing, i.e. by
retaining generated funds. The aim is to provide enough liquidity to cover operating costs for one
quarter (currently between €150 million and €250 million). An intra-Group cash pool is used for
pooling surplus cash as far as regulatory and legal provisions allow. All of the Group's cash invest-
ments are short-term in order to ensure rapid availability and are largely collateralised using liquid
bonds from prime-rated issuers. Moreover, Deutsche Börse AG has access to external sources of fi-
nancing, 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 re-
cent years, Deutsche Börse AG has leveraged its access to the capital markets to issue corporate
bonds in order to meet its structural financing needs.
Liquidity management
Deutsche Börse Group financial report 2015
58
57
2) EBITDA / interest expense from financing activities (includes only 50 per cent of the interest on the hybrid bond)
1) Annual average
Interest coverage²)
EBITDA (adjusted)
26.1
42.5
1,109.5
1,264.8
24.9
50.8
4,5
0.4
0.1
€142 m - 2015¹)
€108 m 2014")
19.4
18.5
US$460 m
Capital management
The company's clients generally expect it to maintain conservative interest service cover and leverage ra-
tios, and to achieve good credit ratings. Therefore, the Group targets a minimum consolidated interest
service cover ratio (defined as the ratio of EBITDA to interest expenses from financing activities) of 16.
During the reporting period, Deutsche Börse Group achieved this target, with an interest service cover
ratio of 24.9 (2014: 26.0). This figure is based on relevant interest expenses of €50.8 million and ad-
justed EBITDA of €1,264.8 million.
Data included for the purpose of calculating interest service cover comprises interest expenses incurred for
financing Deutsche Börse Group, less interest expenses incurred by subsidiaries which are also financial
institutions, including Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG. Interest
expenses incurred which are not related to Group financing are not included in the calculation of interest
service cover.
Moreover, Deutsche Börse targets a maximum ratio of interest-bearing gross debt to EBITDA of 1.5. Dur-
ing the reporting period, the Group achieved a 1.9 ratio of gross debt to EBITDA. This figure is based on
gross debt of €2,341.5 million, and adjusted EBITDA of €1,264.8 million. Gross debt outstanding at the
end of the financial year comprised interest-bearing liabilities of €2,246.5 million, plus €95.0 million in
Commercial Paper.
Fixed-rate bearer bond
(hybrid bond)
1.125 %
March 2018
5 years
DE000A1R1BC6
€600 m
Fixed-rate bearer bond
Listing
Maturity Coupon p.a.
June 2018
5.86 %
June 2020
5.96 %
October 2022 2.375 %
Term
10 years
12 years
10 years
DE000A161W62
DE000A1RE1W1
Fixed-rate bearer bond
Private placement
Private placement
US$70 m
Series C bond
US$220 m
Series B bond
ISIN
Issue volume
Туре
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2015)
€600 m
Value of securities deposited (annual average)
12%
Number of transactions
Dividends
Moreover, until 2012 the company distributed a part of freely available funds to shareholders, via share
buy-backs. Since 2013, these funds have been used predominantly to support the company's develop-
ment, as well as to fulfil credit rating and regulatory capital requirements. Against the background of the
growth strategy announced in July, the company anticipates that in future, freely available funds will in-
creasingly be applied not only to support the Group's organic growth, but also to complementary external
growth options as already seen in 2015, with the acquisitions of STOXX (including Indexium) and
360T.
Deutsche Börse Group financial report 2015
60
59
A-1+
AA
For financial year 2015, Deutsche Börse AG is proposing that the Annual General Meeting resolve to
pay a dividend of €2.25 per no-par value share (2014: €2.10). This dividend corresponds to a dis-
tribution ratio of 55 per cent of net profit for the period attributable to Deutsche Börse AG shareholders,
adjusted for the special factors described in the section on the results of operations (2014: 58 per
cent, also adjusted for special items). Given 186.7 million no-par value shares bearing dividend
rights, this would result in a total dividend of €420.1 million (2014: €386.8 million). The aggregate
number of shares bearing dividend rights is produced by deducting the 6.3 million treasury shares
from the ordinary share capital of 193.0 million shares.
Standard & Poor's
AA
Fitch
1,071.6 1,000,5
Clearstream Banking S.A.
A-1+
AA
Deutsche Börse AG
Standard & Poor's
F1+
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.
S&P affirmed Deutsche Börse AG's AA credit rating on 20 October 2015, citing the financing mix for
the 360T acquisition through a combination of debt and equity, but changed the outlook from stable
to negative.
61
Working capital comprises current assets less current liabilities, excluding technical closing-date
items and commercial paper. Current assets excluding technical closing-date items amounted to
€1,675.3 million (2014: €973.2 million). As Deutsche Börse Group collects fees for most of its
services on a monthly basis, the trade receivables of €554.1 million included in current assets as at
31 December 2015 (31 December 2014: €342.9 million) were relatively low compared with net
revenue. The current liabilities of the Group, excluding technical closing-date items, amounted to
€1,196.2 million (2014: €1,421.4 million, excluding technical closing-date items). The Group there-
fore had positive working capital of €479.1 million at the end of the year (2014: €-448.9 million).
Working capital
Overall, Deutsche Börse Group invested €154.5 million in intangible assets and property, plant
and equipment (capital expenditure or capex) in the reporting period (2014: €133.5 million). The
Group's largest investments were made in the Clearstream and Eurex segments.
■This decline was partially offset by the growth in liabilities from cash deposits by market partici-
pants to €26,869.0 million (2014: €22,282.4 million) as a result of higher cash collateral provid-
ed by the clearing members of Eurex Clearing AG. The main reason for this increase was that clear-
ing participants provided a larger proportion of cash compared to securities as collateral for Eurex
Clearing AG in the reporting period.
■ A decline in financial instruments held by central counterparties to €126,006.5 million
(2014: €169,001.9 million).
Current liabilities amounted to €165,795.3 million (2014: €204,193.5 million). The main changes
within this item occurred in the following areas:
Non-current liabilities rose to €10,585.4 million (2014: €7,962.5 million), which was primarily
due to the fact that firstly, the financial instruments held by central counterparties rose from
€5,885.8 million in 2014 to €7,175.2 million in the reporting period. This liability item is matched
by an asset item in the same amount. Secondly, interest-bearing liabilities rose to €2,546.5 million
(2014: €1,428.5 million). In July and October 2015, Deutsche Börse raised a total of €1.1 billion
in debt in order to finance the acquisition of STOXX (including Indexium) and 360T. This was only
partially offset by the maturity of the US$170 million Series A bond.
Assets were financed by equity in the amount of €3,695.1 million (2014: €3,752.1 million) and
debt in the amount of €176,380.7 million (2014: €212,156.0 million. Equity remains at the previ-
ous year's level; whereby offsetting effects largely neutralised each other. For instance, the issu-
ance of own shares to partially finance the acquisition of 360T increased equity, whereas the ac-
quisition of the remaining stake in STOXX in fact reduced it, due to the elimination of the offsetting
item for non-controlling interests.
Current assets decreased to €165,688.9 million as at 31 December 2015 (2014:
€204,640.9 million). Most notably, the financial instruments held by central counterparties in an
amount of €126,289.6 million were lower year-on-year 2014: €170,251.0 million). Restricted bank
balances, on the other hand, rose to €26,870.0 million (2014: €22,283.5 million); this occurred
primarily because clearing participants provided a greater volume of cash and fewer securities as col-
lateral for Eurex Clearing AG in the reporting period.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
The receivables and securities from banking business held by Deutsche Börse Group as financial assets
rose to €2,018.6 million (2014: € 1,305.0 million), while goodwill increased to €2,898.8 million (2014:
€2,224.5 million), which is due, in particular, to the acquisition of 360T.
Deutsche Börse Group's non-current assets amounted to €14,386.9 million as at 31 December 2015
(2014: €11,267.2 million). They consisted primarily of intangible assets, financial assets and financial
instruments held by central counterparties. The last category, which amounted to €7,175.2 million,
represented the largest item (2014: €5,885.8 million). This asset item is matched by a liability item in
the same amount.
Net assets
As at 31 December 2015, Deutsche Börse AG was one of only two DAX-listed companies that had
been awarded an AA rating by S&P. The ratings histories of Deutsche Börse AG and Clearstream are
given in the five-year overview.
On 23 December 2015, S&P affirmed the AA credit rating of Clearstream Banking S.A., with a stable
outlook. The rating reflects the strong risk management, minimum debt levels, as well as its strong
position on the international capital markets, especially through its international settlement and cus-
tody business.
On 15 October 2015, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A., with a
stable outlook. The rating reflects Clearstream Banking's very low risk appetite, combined with strict
risk management systems, diligent liquidity management, as well as impeccable capitalisation.
1,079.2 1,034,3
Tangible equity of Clearstream Inter-
national S.A. (as at the reporting date)
Tangible equity of Clearstream Banking
S.A. (as at the reporting date)
Short-term
Long-term
Deutsche Börse AG has offered its shareholders attractive returns for years - and financial year 2015
is no exception. At €2.25 (2014: €2.10), the dividend proposed for distribution to shareholders is
above the prior-year level. In addition, the distribution ratio decreased slightly as a result of the im-
provement in earnings, falling from 58 per cent in the previous year to 55 per cent in the reporting
period (adjusted for special items in both cases). This puts it near the upper end of the Executive
Board's target range of between 40 and 60 per cent.
The Group's net assets, financial position and results of operation can be considered to be in an or-
derly state.
63
64
Deutsche Börse Group financial report 2015
Deutsche Börse Group: five-year overview
2011
2012
2013
2014
2015
Consolidated income statement
Net revenue
€m
2,121.4
thereof net interest income from banking business
€bn
Deutsche Börse Group's financial performance in the 2015 financial year was in the upper quarter of
the ranges expected by the Executive Board (which were already raised during the first quarter of the
year). The improved macroeconomic environment as well as equity market volatility - which had ris-
en since the fourth quarter of 2014 – contributed to the improvement. Overall, the Group recorded a
16 per cent increase in net revenue. Operating costs were up year-on-year, due to non-recurring ef-
fects such as efficiency programmes, as well as costs incurred in connection with mergers and ac-
quisitions. But even when adjusting for these effects, costs rose during the year under review, com-
pared to the previous year. This was largely due to the consolidation of new subsidiaries, currency
translation effects, as well as higher expenses for remuneration components linked to the share price.
Given the increase in Deutsche Börse's share price, these components also rose. Moreover, thanks to
the successful financial year, the Group paid out higher bonuses to its staff. Excluding non-recurring
effects, consolidated EBIT and profit for the period considerably exceeded the previous year's figures.
The Executive Board believes that Deutsche Börse Group's financial position was extremely sound in
the reporting period. As in the previous year, the company generated high operating cash flows. In-
terest expenses in 2015 exceeded the 2014 levels, reflecting the issue of bonds during the second half of
the year to finance the acquisitions of STOXX and 360T. Thanks to the marked increase in adjusted EBIT,
the Group's interest service cover ratio was 24.9, clearly exceeding its minimum target ratio of 16 at
Group level. 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. However, gross debt increased due to the financing of said
acquisitions, leading to a 1.9 ratio in the year under review.
62
Overall assessment of the economic position by the Executive Board
Employees
2014
€m
€m
2015
Credit ratings
Relevant key performance indicators
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. In recent years
(where the Group's net profit was lower), the dividend payout ratio was kept at the upper end of this
range, in order to distribute stable dividends to shareholders. Given that the Group's profit targets were
raised in July 2015 in connection with the announcement of the "Accelerate" growth strategy, the com-
pany aims for a dividend payout ratio in the middle of the range between 40 and 60 per cent going for-
ward.
Also, Deutsche Börse AG has publicly stated its intention to maintain certain additional financial indica-
tors for Clearstream entities which the Group believes to be consistent with an AA rating. Specifically,
this involves a commitment to maintain minimum tangible equity (equity less intangible assets) of
€700 million for Clearstream International S.A., and of €400 million for Clearstream Banking S.A. Dur-
ing the reporting period, Clearstream International S.A. fulfilled this commitment, reporting tangible eq-
uity of €1,079.2 million; the figure for Clearstream Banking S.A. was €1,071.6 million, also in line with
this target. To the extent that the Clearstream sub-group has financial liabilities to non-banks, the sub-
group is committed to a minimum interest service cover ratio of 25. As in the previous year, Clearstream
had no financial liabilities to non-banks; for this reason, no interest cover ratio is being reported.
Furthermore, the company endeavours to maintain the strong AA credit rating of Clearstream Banking
S.A., in order to ensure the long-term success of its Clearstream securities settlement and custody seg-
ment. The activities of the Eurex Clearing AG subsidiary also require Deutsche Börse AG to have and
maintain a strong credit quality.
Moreover, on 3 September 2015, Deutsche Börse placed 2,475,248 treasury shares, realising an in-
come of €200 million. Deutsche Börse thus raised a total of approximately €1.3 billion to finance acqui-
sitions.
■ On 1 October 2015, Deutsche Börse placed another corporate bond: a senior unsecured bond matur-
ing in 2025, with a total nominal amount of €500 million. This bond has an annual 1.625 per cent
coupon.
16%
Taxes
68%
Value added
27%
Shareholders
(dividends)
42%
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Deutsche Börse Group financial report 2015
Rating agencies again affirmed the Group's credit quality, awarding it excellent ratings in 2015.
Standard & Poor's affirmed Deutsche Börse AG's AA credit rating on 20 October 2015, citing the fi-
nancing mix for the 360T acquisition through a combination of debt and equity, but changed the
outlook from stable to negative. On 15 October 2015, Fitch Ratings affirmed the AA credit rating of
Clearstream Banking S.A. On 23 December 2015, Standard & Poor's affirmed the same rating. Both
ratings were assigned a "stable" outlook.
The "receivables and securities from banking business” and “liabilities from banking business" bal-
ance sheet items on the balance sheet are technical closing date items that were strongly correlated
in the reporting period and that fluctuated between approximately €10 billion and €15 billion
(2014: between €11 billion and €17 billion). These amounts mainly represent customer balances in
Clearstream's international settlement business.
The potential merger would be structured as an all-share merger of equals under a new holding
company. Under the terms of the potential merger, Deutsche Börse shareholders would be entitled to
receive one new share in exchange for each Deutsche Börse share and LSE shareholders would be
entitled to receive 0.4421 new shares in exchange for each LSE share. Based on this exchange ratio,
the parties anticipate that Deutsche Börse shareholders would hold 54.4 per cent, and LSE share-
holders would hold 45.6 per cent of the enlarged issued and to be issued share capital of the com-
bined group. The combined group would have a unitary board composed of equal numbers of
Deutsche Börse and LSE directors.
The Management Board of Deutsche Börse and the Board of LSE believe that the potential merger
would represent a compelling opportunity for both companies to strengthen each other in an indus-
try-defining combination, creating a leading European-based global markets infrastructure group. The
combination of Deutsche Börse and LSE's complementary growth strategies, products, services and
geographic footprint would be expected to deliver an enhanced ability to provide a full service offer-
ing to customers on a global basis. Deutsche Börse and LSE believe that the potential merger would
offer the prospect of enhanced growth, significant customer benefits including cross-margining be-
tween listed and OTC derivatives clearing (subject to regulatory approvals), as well as substantial
revenue and cost synergies and increased shareholder value. All key businesses of Deutsche Börse
and LSE would continue to operate under their current brand names. The existing regulatory frame-
work of all regulated entities within the combined group would remain unchanged, subject to cus-
tomary and final regulatory approvals.
Discussions between the parties remain ongoing regarding the other terms and conditions of the po-
tential merger.
The formal announcement of the potential merger remains conditional on, inter alia, agreement on
the other terms and conditions of the potential merger, satisfactory completion of customary due dili-
gence and final approval by the Boards of Deutsche Börse and LSE. The parties reserve the right to a)
waive these pre-conditions, b) with the agreement of the other party, to vary the form of considera-
tion and/or make an offer on higher or lower terms (including the exchange ratio), albeit no revision
is currently expected, and/or c) to adjust the terms to take account of any dividend announced, de-
clared, made or paid by either party, save for ordinary course dividends (consistent with past prac-
tice in timing and amount) declared or paid prior to completion.
There can be no certainty that any transaction will occur. Any transaction would be subject to regula-
tory approval, Deutsche Börse shareholders' acceptance and LSE shareholder approval, as well as
other customary conditions.
65
66
Further to recent speculation, the Management Board of Deutsche Börse and the Board of LSE (here-
inafter also referred to as “the Boards") confirmed on 23 February 2016 that they are in detailed dis-
cussions about a potential merger of equals of the two businesses (potential merger).
Deutsche Börse Group financial report 2015
On 26 February 2016, further to the announcement on 23 February 2016, LSE and Deutsche Börse
set out below a summary of further key terms which the parties have agreed in relation to the poten-
tial merger of LSE and Deutsche Börse (potential merger) to form a combined group (Combined
Group):
■Combined Group to be a UK plc domiciled in London
■LSE in London and Deutsche Börse in Frankfurt to become intermediate subsidiaries of the Combined
Group
■Combined Group to have headquarters in London and Frankfurt
■ Combined Group to seek a Premium Listing on the London Stock Exchange and Prime Standard listing
on the Frankfurt Stock Exchange
■ Balanced governance structure of the Combined Group board with equal representation from LSE and
Deutsche Börse to include:
Donald Brydon as Chairman
Under the UK City Code on Takeovers and Mergers (Code), the new holding company or Deutsche
Börse are required, by no later than 5.00 p.m. on 22 March 2016 (if not extended with the consent
of the UK Takeover Panel), to do one of the following: (i) announce a firm intention to make an offer
for LSE in accordance with the Code; or (ii) announce that they do not intend to make an offer and
that they will not make an offer for LSE for a period of six months.
Potential merger with London Stock Exchange (LSE)
Report on post-balance sheet date events
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on post-balance sheet date events
Technical closing-date items
11,106
126.3
11,111
113.9
11,626
121.0
12,215
13,274
126.3
138.0
Global Securities Financing (average outstanding
volume for the period)
€bn
592.2
570.3
576.5
598.6
1) Clearstream and Eurex segments 2) Amount restated to reflect the transition of the accounting policies for defined benefit obligations to the revised IAS 19
3) Bonds that will mature in the following year are reported under "Other current liabilities" (2012: €577.4 million; 2014: €139.8 million). 4) Proposal to the An-
nual General Meeting 2016 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 of Eurex Zürich AG held by SIX Group 6) Adjusted for the costs of mergers and acquisitions and of efficiency programmes 7) Adjusted for expenditure
relating to the revaluation of the share component of the purchase price paid for the acquisition of the shares of Eurex Zürich AG held by SIX Group, a one-off gain
from the reversal of deferred tax liabilities for STOXX Ltd. resulting from a decision by the Swiss Financial Supervisory Authority and a one-off gain from the recognition
of deferred tax assets resulting from the future possible offsetting of losses carried forward by Eurex Global Derivatives AG 8) Adjusted for the tax benefit from initial
recognition of deferred taxes on tax loss carryforwards at a Group company 9) Adjusted for efficiency programme effects and costs incurred for the change of CEO in
2015 10) Adjusted for costs for mergers and acquisitions 11) Adjusted for costs largely related to criminal proceedings against Clearstream Banking S.A. in the US
12) Adjusted for the costs of efficiency programmes 13) Amount based on the proposal to the Annual General Meeting 2016 14) Adjusted for the costs of the
OFAC settlement 15) Adjusted for a one-off gain from the dissolution of the financing structure established in connection with the acquisition of ISE, and a one-off
expense mainly attributable to the reduction in deferred tax assets in respect of a tax loss carryforward 16) Net profit for the period attributable to shareholders of
Deutsche Börse AG/average shareholders' equity for the financial year based on the quarter-end balance of shareholders' equity 17) Since Q3/2013, this figure in-
cludes warrants and certificates due to the consolidation of Börse Frankfurt Zertifikate AG.
m
– Joachim Faber as Deputy Chairman and Senior Independent Director
· Carsten Kengeter as CEO and executive director
609.8
■ A joint committee (Referendum Committee) has been set up to advise on the implications of the vote
by the United Kingdom electorate on the European Union membership of the United Kingdom.
David Warren as CFO and executive director
The "financial instruments of the central counterparties" item relates to the function performed by
Eurex Clearing AG and European Commodity Clearing AG: since the latter act as the central counter-
parties for Deutsche Börse Group's various markets, their financial instruments are carried in the
balance sheet at their fair value. The financial instruments of the central counterparties are described
in detail in the risk report and in notes 3, 15 and 36 to the consolidated financial statements.
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a se-
cured basis overnight by the central counterparties and reported in the balance sheet under "restrict-
ed bank balances". The total value of cash deposits at the reporting dates relevant for the reporting
period (31 March, 30 June, 30 September and 31 December) varied between €26.9 billion and
€36.0 billion (2014: between €19.6 billion and €24.8 billion).
Value added: breakdown of enterprise performance CR
Deutsche Börse Group's commercial activity contributes to private and public income this contribu-
tion is made transparent in the value added statement. Value added is calculated by subtracting de-
preciation, amortisation and impairment charges and third-party costs from the enterprise perfor-
mance. In 2015, the value added by Deutsche Börse Group amounted to €1,541.0 million
(2014: €1,478.4 million). The breakdown shows that large portions of the generated value added
flow back into the economy: 27 per cent (€414.4 million) benefit shareholders in the form of divi-
dend payments, while 42 per cent (€640.7 million) was attributable to staff costs in the form of sal-
aries and other remuneration components. Taxes accounted for 16 per cent (€249.0 million), while
3 per cent (€49.9 million) was attributable to lenders. The 12 per cent value added that remained in
the company (€187.1 million) is available for investments in growth initiatives, among other things
(see graphics below).
Origination of value added
Company performance: €2,276 million
6%
Depreciation and amortisation
26%
External costs
O
Distribution of value added
3%
External creditors
Value added: €1,541 million
The Combined Group would have headquarters in London and Frankfurt, with an efficient distribu-
tion of corporate functions in both locations. The Combined Group would have a unitary board with
equal representation from LSE and Deutsche Börse and be constituted in accordance with the UK
Corporate Governance Code. At completion, Donald Brydon, Chairman of LSE, would become Chair-
man of the Combined Group while Joachim Faber, Chairman of Deutsche Börse, would become
Deputy Chairman and Senior Independent Director of the Combined Group. Carsten Kengeter, CEO of
Deutsche Börse, would assume the role of CEO and executive director of the Combined Group while
David Warren, CFO of LSE, would become CFO and executive director of the Combined Group.
Further key terms
The potential merger would be structured as an all-share merger of equals under a new UK holding
company. LSE in London and Deutsche Börse in Frankfurt would become intermediate subsidiaries
of the Combined Group. The existing regulatory framework of all regulated entities within the Com-
bined Group would remain unchanged, subject to customary and final regulatory approvals. The
Combined Group would seek a premium listing on the London Stock Exchange and a prime standard
listing on the Frankfurt Stock Exchange. It is envisaged that the Combined Group shares would be
eligible for inclusion in the EURO STOXX®, DAX® and FTSE Russell index series.
Sustainable index products
Target female quotas adopted
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
1) The global figures reported here refer solely to the locations in Germany, Luxembourg and the Czech Republic; this corresponds to 73 per cent of Group staff.
968
404
564
1,589
644
945
2,558
1,048
1,510
5.9
Market Data + Services
742
675
Building trust CR
Deutsche Börse's corporate responsibility (CR) strategy, “Growing responsibly", defines its under-
standing of the term as well as the scope of activity for the entire Group. Deutsche Börse Group's
economic and social roles have been the guiding principles for the development of these definitions. As
an international capital markets organiser, Deutsche Börse Group aims to create and strengthen trust in
market structures. Being a listed company included in the DAX®, it wants to lead by example; and as a
member of society, it considers itself responsible to use its core business competence to actively partici-
pate in the resolution of social challenges.
Corporate responsibility CR
Furthermore, the Group analyses at regular intervals as to whether there are remuneration differences
between men and women. No systematic discrimination against men or women was detected. In fact,
any differences in remuneration are based on qualifications, the length of service and function.
In order to raise the share of women in executive positions, the company explicitly ensures that women
are included in proposals for executive positions. In principle, however, qualifications are decisive when
filling such vacancies. In addition, Deutsche Börse Group offers numerous additional tools to promote fe-
male employees, such as targeted succession planning, a mentoring programme involving internal and
external mentors, a women's network, as well as training courses designed specifically for women. 10 of
the current 22 members of the High Potential Circle, Deutsche Börse Group's training programme for po-
tential future executives, are female (45 per cent).
The Executive Board already set a voluntary target in 2010 for Deutsche Börse Group to increase the pro-
portion of women in middle and upper management to 20 per cent, and in lower management to 30 per
cent, by 2020. The Group has affirmed this ambition. These targets relate to Deutsche Börse Group
worldwide, including subsidiaries. In contrast to statutory obligations, the voluntary commitment is based
on a wider definition of management levels, including team leaders, for example. In Deutsche Börse
Group's global operations, these quotas stood at 15 per cent (2014: 15 per cent) for middle and upper
management and 27 per cent (2014: 24 per cent) for lower management levels. In the Group's German
locations, they were 14 per cent (unchanged from 2014) and 23 per cent (2014: 20 per cent), respec-
tively.
73
Deutsche Börse Group develops sustainable indices in order to offer responsible investment options to
investors, according to environmental, social and economic (ESG) criteria. The objective is to provide in-
formation on sustainability reporting and to strengthen the future viability of capital markets by offering a
wide variety of indices. The indices foster public attention regarding companies trading sustainably and
increase transparency.
In accordance with the Gesetz zur gleichberechtigten Teilhabe von Frauen und Männern an Führungspo-
sitionen (German Act on the Equal Representation of Women and Men in Executive Positions), the Exec-
utive Board of Deutsche Börse AG resolved to maintain the existing quotas of women on the two man-
agement levels below the Executive Board, i.e. 6 per cent on the first and 10 per cent on the second
management level. These target quotas relate to Deutsche Börse AG (excluding subsidiaries) and will be
valid until 30 June 2017.
agreements
4,540
5,283
Total
3.5
186
United Kingdom
74
collective bargaining
97
45
228
137
365
54
33
87
39
19
58
Training days per staff
member
3.50
3.61
3.54
4.32
Leavers
Employees covered by
114
65
19
26
113
45
68
224
127
Promotions
4.37
3.94
4.64
4.50
4.80
311
153
49
Ireland
69
2,350
Raising public awareness CR
60
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on post-balance sheet date events
On completion of the transaction, Xavier Rolet will step down from his role as CEO of LSE. Donald
Brydon, Chairman of LSE, said: “Xavier has been the architect of LSE's considerable value creation
and has offered to retire in order to ensure the successful creation of the new group. The Board of
LSE is indebted to Xavier for this action which is consistent with his focus on putting the interests of
shareholders and clients first. It has accepted his offer. He has agreed to remain available to the new
Board to assist in any way to ensure an effective transition. With open access enshrined in European
Securities law, the Board considers that the value creating opportunities of the combination stand as
a testament to his achievement at LSE."
Compelling strategic rationale
The Boards believe that the potential merger would represent a compelling opportunity for both com-
panies to strengthen each other in an industry-defining combination, creating a leading European-
based global markets infrastructure group. The combination of LSE and Deutsche Börse's comple-
mentary growth strategies, products, services and geographic footprint would be expected to deliver
an enhanced ability to provide a full service offering to customers on a global basis.
The Boards also believe that the Combined Group would offer the potential for significant customer
benefits. By connecting the London and Frankfurt cash exchanges, a liquidity bridge would be estab-
lished, broadening customer access to more securities to the benefit of market participants in line
with the evolving regulatory landscape. Furthermore, a portfolio margining service between listed and
OTC derivatives markets would provide cost of capital savings and margin relief.
The Combined Group would be customer-centric and in an ideal position to help clients navigate the
emerging regulatory landscape. The full service offering of the Combined Group would build on its
deep liquid and transparent trading markets, leading clearing house solutions and risk and balance
sheet management capabilities (including collateral management functionalities) as well as compre-
hensive regulatory reporting solutions. The Boards believe that the Combined Group would be able to
achieve substantial cost synergies, principally from removing duplication of technology and opera-
tions across business lines, corporate services and support functions taking into account the respec-
tive strengths of both companies. The parties expect that the impact of synergy realisation would be
distributed in a balanced manner across the two companies.
The Boards also believe there would be a significant opportunity for revenue synergies due to the
ability of the Combined Group to offer both existing and new innovative products and services
through an expanded global distribution network to existing and new customers across the buy and
sell side. Further information regarding synergies will be set out in due course.
Referendum Committee
LSE and Deutsche Börse have initiated discussions about the potential merger with their primary
regulators as well as with the governments of the United Kingdom, Germany, Italy and France. The
parties are proceeding on the basis that existing regulatory and political structures remain in place.
This transaction would be expected to fully optimise and benefit from the potential of the Capital
Markets Union project. It is recognised that a decision by the United Kingdom electorate to leave the
European Union (Leave Decision) would put that project at risk.
67
68
Deutsche Börse Group financial report 2015
This globally competitive exchange group would provide the European Union's 23 million small and
medium-size enterprises as well as its blue-chips much greater access to the lower-cost equity and
debt finance they need to scale up, powering sustainable economic growth, investment and creating
the high-quality jobs of tomorrow.
■ STOXX Sustainability Indices (Europe and euro zone): since 2001. The entirely rule-based and trans-
parent STOXX rating model means that there is no conflict of interests; based on Bank Sarasin analyses
As the number of possible scenarios facing the Combined Group in the event of a Leave Decision is
impossible to model today, the two Boards have created the Referendum Committee to consider and
make non-binding recommendations to the Boards on the ramifications of such a decision. LSE and
Deutsche Börse believe that the potential merger would be well positioned to serve global customers
irrespective of the outcome of the vote by the United Kingdom electorate on the European Union
membership of the United Kingdom (Referendum), although this might well affect the volume or na-
ture of the business conducted in the different financial centres served by the Combined Group. Ac-
cordingly, the outcome of the Referendum would not be a condition of the potential merger.
■ 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 76
(E: 70, S: 89, G: 70), ranking: 6th out of 270 companies
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
Deutsche Börse Group financial report 2015
STOXX Ltd., a subsidiary of Deutsche Börse AG, offers a wide variety of transparent sustainability indices.
At present, 30 indices are available, including the index families STOXX® Global ESG Leaders and
STOXX Sustainability. The STOXX Global ESG Leaders indices are based on sustainability ratings cover-
ing the ESG criteria. The STOXX Sustainability indices track the performance of sustainable companies.
In 2015, STOXX and Sustainalytics, a leader in sustainability research and analysis, released a study
entitled "Global ESG Leaders (?) – Nachhaltigkeit im DAX" (in German only). This study evaluates
companies whose shares are constituents of the German DAX blue-chip index, and ranks them accord-
ing to their overall sustainability profile as a group on a global level and within Germany. It is based on
STOXX Global ESG Leaders underlying data.
Transparency and standardisation
As a market place organiser, Deutsche Börse Group considers ensuring transparency on the capital mar-
kets as its direct responsibility, thus fostering the financial markets' stability and promoting its economic
success. In doing so, it is geared to its stakeholders' needs.
By now, a considerable share of its enterprise value is based on ESG-compliant information. Thus, it
plays an increasingly important role in professional investors' decision making processes. Against this
background, in 2014 Deutsche Börse Group conducted a survey amongst DAX-listed companies on sus-
tainability reporting for the first time. In 2015, the survey was repeated and enlarged to cover compa-
nies in the MDAX®, SDAX® and TecDAXⓇ.
The Börse Frankfurt website features information on sustainable investments summarised under the
heading "SRI". Tables are used to provide information on issuers and their reporting formats (annual re-
port, separate sustainability report or a combined/integrated report) as well as on the standard(s) applied.
In addition, the tables provide details of the companies' respective sustainability points of contact.
Leading by example CR
Sustainability indices and ratings assess the reporting and performance of companies in the area of
sustainability. They measure their performance regarding ecological, social and corporate governance
and evaluate their end-to-end management of opportunities and risks. Investors with a focus on sus-
tainability are increasingly using the results of these ratings in their assessment of companies on the
capital markets. As a listed company, Deutsche Börse Group is subject to regular audits carried out by
independent third-party providers. Given its positive assessment, Deutsche Börse has repeatedly been in-
cluded in sustainability indices:
■ Dow Jones Sustainability Indices (DJSI) Europe: since 2005; World: since 2015; result of Robeco
SAM rating: total score 67; average sector score 46
■ ECPI Euro Ethical Equity Index: since 2008; ECPI EMU Ethical Equity Index: since 2008; ECPI Global
Developed ESG Best in Class Equity Index: since 2013 (launch year); result of ECPI ESG rating
■ Ethibel Sustainability Index (ESI) Excellence Europe: since 2013; based on Forum Ethibel rating (part
of Vigeo)
■ Euronext Vigeo Europe 120 Index: since 2014; Euronext Vigeo - Eurozone 120 Index: since 2014;
based on Vigeo rating
■ FTSE4Good Indices (Global and Europe): since 2009; result of FTSE ESG rating: total score 4 out of 5;
supersector relative: 100 out of 100
■ MSCI World ESG Index: since 2010; MSCI ACWI ESG Indices since 2010; based on MSCI ESG Re-
search
■ PAX ellevate Global Women's Index (PXWEX): since 2014; based on MSCI ESG Research
Other terms and conditions of the potential merger
Discussions between the parties remain ongoing regarding the other terms and conditions of the po-
tential merger. Further details on these terms and conditions woul be provided in any announcement
that may be made pursuant to Rule 2.7 of the Code and/or in any documents that are posted to LSE
and Deutsche Börse shareholders in connection with the potential merger.
The formal announcement of the potential merger remains conditional on, inter alia, agreement on
all terms and conditions of the potential merger, satisfactory completion of customary due diligence
and final approval by the Boards. The parties reserve the right to a) waive any of these preconditions
(in whole or in part), and/or b) with the agreement of the other party, to vary any of the terms, albeit
no revision is currently expected.
31 Dec. 2015
%
Germany
2,118
40.1
Eurex
Luxembourg
1,078
20.4
Xetra
31 Dec. 2015 31 Dec. 2014
1,865
1,332
326
Czech Republic
636
12.0
Clearstream
Employees by segment
Employees per countries/regions
■Childcare service for emergencies and during school holidays; this service was used in Germany on
a total of 120 days
■ Option to work from home (teleworking)
The financial terms of the potential merger and the reserations to such terms as set out in the an-
nouncement on 23 February 2016 remain as set out in that announcement.
The description of the further key terms of the potential merger described in this announcement
is a summary of such terms. Further detail on these summarised terms will be provided in any
announcement that may be made pursuant to Rule 2.7 of the Code and/or in any documents that
are posted to LSE and Deutsche Boerse shareholders in connection with the potential merger.
There can be no certainty that any transaction will occur. Any transaction would be subject to regula-
tory approvals, LSE shareholder approval and Deutsche Börse shareholders' acceptance, as well as
other customary conditions.
In accordance with Rule 2.6(a) of the Code, Deutsche Börse is required, by no later than 5.00 p.m.
on 22 March 2016, to do one of the following: (i) announce a firm intention to make an offer for LSE
in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on post-balance sheet date events
The shares mentioned above have not been and will not be registered under the U.S. Securities Act
of 1933 (U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the
United States. Accordingly, these shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into the United States absent registration under the
U.S. Securities Act or an exemption therefrom. There will be no public offer in the United States.
Sale of the interest in Infobolsa S.A.
305
2,228
Effective 25 February 2016, Deutsche Börse AG sold its interest in Infobolsa S.A. at a purchase
price amounting to €8.2 million. Until that date, BME and Deutsche Börse had each held 50 per
cent of the interests in Infobolsa S.A. and its subsidiaries.
Deutsche Börse Group financial report 2015
Non-financial key performance indicators C
Employees CR
Committed, highly skilled employees are one of the cornerstones of Deutsche Börse Group's business
success. Their dedication, flexibility and will to deliver outstanding performance shape its corporate cul-
ture. Deutsche Börse Group aims to make sure that staff with these qualities continue to join the com-
pany in the future and, ideally, that they stay for the long term. It does this by adopting a sustainable
human resources policy.
Deutsche Börse Group employs an international workforce at 38 locations worldwide: as at 31 Decem-
ber 2015, Deutsche Börse Group had 5,283 employees (31 December 2014: 4,540), while the aver-
age number of employees in the reporting period was 4,944 (2014: 4,183). The increase in staffing
levels was predominantly attributable to the consolidation of EEX subsidiaries Powernext SA, EPEX Spot
SE (including subsidiaries) and APX Holding group (together accounting for a total increase of 213), as
well as to the consolidation of 360T Beteiligungs GmbH (+208, including 30 in the Asian region) and
of Indexium AG (+8). Moreover, the risk management and compliance functions were expanded (with
113 employees added in total) within the scope of strategically important projects, such as initiatives
launched by Eurex Clearing AG and the Clearstream segment. Staffing levels in Frankfurt/Eschborn and
Luxembourg increased as a consequence, as well as in Prague (+96) and Cork (+20), where additional
functions were established under these strategic projects.
To recruit and retain the best talent for the company, Deutsche Börse Group offers flexible working time
models. Including part-time employees, there was an average of 4,643 full-time equivalents during
the year (2014: 3,911). As at 31 December 2015, the proportion of part-time employees was high-
er in the general workforce than in management, and it was higher among women than among men.
It is Deutsche Börse Group's declared intention to achieve a reasonable work/life balance. The com-
pany offers a number of options designed to achieve a positive work-life balance as part of its Job,
Life & Family initiative:
70
93
38
256
158
Upper and middle
management
6
5
11
2
2
4
4
3
7
Lower
management
0
12
12
0
LO
5
5
о
7
7
Staff
77
419
130
496
28
251
90
Lower
management
231
87
318
108
33
141
58
26
84
Staff
2,668
1,938
4,606
1,063
729
1,792
521
383
904
Part-time employees
83
436
519
46
297
44
244
288
0
0
Interns and students¹)
155
Phineo
135
290
127
104
231
11
11
22
Length of service
Under 5 years (%)
42
42
42
35
37
36
23
28
25
5-15 years (%)
37
39
0
21
8
13
24
120
144
Disabled employees
32
27
59
29
26
55
3
0
3
14
Proportion of
73
66
70
74
63
70
58
53
56
Apprentices
13
8
21
graduates (%)
650
76
26
Middle East
7
0.1
Total
5,283
100
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
■
Emergency parent-child offices at the Eschborn, Luxembourg and Prague locations
■ Reservation of places for employees' children aged between six months and three years at a day care
centre in Eschborn; the number of dedicated places depends on demand within the company
■ An "Elder and Family Care" programme to facilitate support for family members requiring care
■ The option to take sabbaticals; used by one employee in Germany and four in Prague and Luxem-
bourg in 2015
A total of 48 male and 70 female employees took parental leave in financial year 2015, including three
male in management positions and one female. In the reporting period, 48 male and 69 female employ-
ees returned to the company after taking parental leave, while two female employees left the company
after their parental leave. Deutsche Börse Group supported its employees by subsidising childcare in
the amount of €789 thousand in the reporting period (2014: €786 thousand). All employees receive a
monthly net amount of up to €255.65 per child until it is six years old or starts school.
Employees may also attend seminars on health issues, as well as sports or relaxation courses. The
purpose of these measures is to achieve a good work-life balance. One of the objectives pursued with
these measures is to ensure that employees remain healthy, in spite of high workloads, and to keep
sickness levels within the company as low as possible. Against this background, various health cam-
paigns were launched during the year under review, with a focus on nutrition and the prevention of
stress. These included selected health checks and measurements, such as heart rate variability and
analyses of body statics and posture. The sickness ratio within Deutsche Börse Group amounted to
3.1 per cent in the year under review (2014: 2.7 per cent).
As at 31 December 2015, 70.1 per cent of Deutsche Börse Group employees were graduates
(2014: 66 per cent). This figure is calculated on the basis of the number of employees holding a de-
gree from a university, university of applied sciences or university of cooperative education; it also
includes employees who have completed comparable studies abroad. In the area of continuing pro-
fessional development, the Group invested an average total of 3.5 days per employee in 2015
(2014: 2.7 days) and, among other things, conducted 1,079 internal training events (2014: 713
Deutsche Börse Group employee age structure
Deutsche Börse Group employee age structure
by gender
3,206
638
by location
5,283
909
2,118
532
1,690
3.8
2,077
200
0.1
394
Joiners
Staff turnover
35
35
36
29
29
29
20
19
21
Over 15 years (%)
Rest of Europe
40
37
41
35
34
36
418
7.9
North America
327
6.2
South America
2
Asia
1,098
271
50 years and older
Adjusted for efficiency programme costs, staff costs per employee rose to approximately €125 thou-
sand in 2015, due to remuneration components linked to the share price and higher bonus pay-
ments (2014: €118 thousand). Deutsche Börse Group's Executive Board resolved a voluntary salary
increase of 2.5 per cent in Germany in financial year 2015. Salaries were also adjusted at the
Group's other locations.
The average age of Deutsche Börse Group's employees at the end of the reporting period was 39.8 years
(2014: 40.0 years). The graphics entitled “Deutsche Börse Group employee age structure" show the
employee age structure as at 31 December 2015. In the course of the year, a total of 344 employees left
Deutsche Börse Group (not including colleagues who accepted one of the company's offers under the effi-
ciency programmes and left the company or took early retirement). A total of 650 people joined the Group
(excluding consolidation effects). The staff turnover rate was 7.0 per cent (adjusted: 7.4 per cent), a
slight increase year-on-year (2014: 4.6 per cent and 6.0 per cent respectively). The average length of
service at the end of the reporting period was 9.7 years (2014: 10.3 years).
Key data on Deutsche Börse Group's workforce as at 31 December 2015
Global
thereof in Germany
thereof in Luxembourg
Employees
3,206
Male Female
2,077
Total
Male
Female
Total
Male Female
Total
5,283
1,330
788
2,118
655
423
1,078
Upper and middle
management
307
52
359
159
internal training events). Of these, 39 per cent were on business-related issues, 33 per cent covered
specialist topics, 13 per cent dealt with the work-life balance, 12 per cent were on IT subjects and
3 per cent formed part of induction training.
Deutsche Börse Group financial report 2015
72
71
592
40-49 years
1,943
748
1,078
200
50 years and
older
1,086
857
30-39 years
483
40-49 years
599
185
285
30-39 years
384
357
under 30 years
239
110
under 30 years
male
female
Global
thereof in
Germany
thereof in
Luxembourg
741
In 2015, Deutsche Börse Group renewed its status as principal shareholder of Phineo gAG for another
two years. Phineo is an analysis and consulting institute for social commitment, established in 2009 by
Deutsche Börse Group together with the Bertelsmann Foundation. Its objective is to provide sustainable
support to the non-profit sector. Using impact analysis, a free-of-charge charity seal of approval, publica-
tions, workshops and advisory services, Phineo supports non-profit organisations and investors, such as
foundations and companies, in maximising the impact from their commitments. Thus, Phineo provides
the core business competence of an international capital markets organiser, namely Deutsche Börse
Group, to participate in the resolution of social challenges.
Corporate citizenship
Greenhouse gas emissions³)
Environment
0
0
518
976
100
100
%
0
0
Direct and indirect energy consumption³)
Number of justified customer complaints relating to data protection
Proportion of business units reviewed for corruption risk
Punished cases of corruption
Compliance
94.7
96.6
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
Supplier management
16,343
16,746
€bn
Number of employees trained in anti-corruption measures²)
thereof travel-based greenhouse gas emissions
Water consumption (volume of water sourced from municipal utilities)³)
Paper consumption (office supplies)³)
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
Wertpapierbörse (FWB, Frankfurt Stock Exchange) 2) In addition to initial training for new recruits, compliance training is performed at two-year intervals. As a re-
sult, the number of employees may differ significantly in a direct year-on-year comparison. 3) Locations in Frankfurt, Luxembourg, Prage, Cork and other centrally
managed premises 4) Does not include social benefits or special leave expenses for corporate volunteering; the reduction of these sums in comparison with the pre-
vious year results from changes in included items.
383
2
226
2
days
€
Corporate volunteering days per employee
Corporate responsibility project expenses per employee)
0
0
€
Cash value of material administrative fines and total number of non-monetary penalties
due to non-compliance with legal requirements in the environmental area
105
70,049
81,599
135
m3
7,111
7,304
13,200
13,997
t
69,901
70,048
MWh
99.986
99.930
%
99.981
Transparency
Corporate responsibility: key figures for Deutsche Börse Group
Deutsche Börse's senior management further strengthened the Group's risk management in 2015.
The first section of this risk report explains the enhanced risk management strategy and demon-
strates how the Group manages its risk. In the second part of the report, the Group describes the
Deutsche Börse Group's core area of expertise includes solutions that enable its customers to effi-
ciently manage risk and collateral. It is therefore all the more important for the Group to protect itself
against risk. This section of the combined management report shows how the company deals with
risk. Despite the continuing tensions in the financial system and the regulatory developments, the
Group's risk profile remained largely stable with regard to financial risk. In contrast, operational risk
increased. This is reflected in the regulatory capital requirements as well as in the required economic
capital. The increase in operational risk is driven in particular by the increasingly international reach
of the Group's business and higher availability risks, partially due to the increased threat of cyber
crime. In addition, business risk has increased year-on-year. This is primarily due to the possibility of
additional regulatory risks as well as increased competition.
Risk report
76
2015
75
In 2010, the Executive Board already adopted a voluntary commitment aiming at a proportion of women
in middle and upper management of 20 per cent and in lower management of 30 per cent by 2020.
The target figures cover Deutsche Börse Group in its entirety (worldwide basis, including subsidiaries).
During the reporting period, the proportion of women in middle and upper management remained con-
sistent at 15 per cent and increased slightly from 24 to 27 per cent in lower management.
With the "Global Leaders (?) – Nachhaltigkeit im DAX" study (in German only), prepared jointly by
STOXX and Sustainalytics, it promotes awareness for transparency and standardisation of sustainability
disclosures. In addition, Deutsche Börse Group updated and extended its market consultation concerning
sustainability reporting of DAX, MDAX, SDAX and TecDAX constituents. The results are available, free of
charge, on the www.boerse-frankfurt.de investor portal site.
With regard to the expected development of its non-financial performance indicators, the Group suc-
ceeded in maintaining the very high level of systems availability whilst adhering to the highest security.
Specifically, this translated into a slight increase, from 99.981 per cent to 99.999 per cent of Xetra
availability and a minimum decline in the availability of the T7Ⓡ trading system, from 99.986 per cent
to 99.930 per cent.
Comparison with the forecast for 2015
%
Corporate responsibility: key performance indicators for Deutsche Börse Group CR
Following a materiality analysis of its business model, Deutsche Börse Group has defined the non-
financial key performance indicators shown in the “Corporate responsibility: key figures for
Deutsche Börse Group" table as important to its Group-wide sustainability profile. Key figures on
transparency and security have been collated quarterly since 2013 and published in the interim re-
ports.
Moreover, Deutsche Börse Group complied with the statutory provisions regarding equal participation of
women and men in leadership positions, pursuant to the Gesetz für die gleichberechtigte Teilhabe von
Frauen und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst and de-
termined target figures for Deutsche Börse AG (without subsidiaries).
2014
Deutsche Börse Group financial report 2015
%
Market risk cleared via Eurex Clearing (gross monthly average)
Availability of derivatives market trading system (T7Ⓡ)
Availability of cash market trading system (Xetra®)
Security and reliability
25
Proportion of companies reporting in accordance with maximum transparency
standards¹)
%
99.999
11,403
35
Number of sustainable index concepts
Number of indices calculated
82
91
10,825
Clearstream and Eurex Clearing AG
Supervisory boards
Financial institutions
Identify, notify and control
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Executive boards
80
<----- Chief Risk Officers/Risk management functions
Manage risks in day-to-day operations and report to their
own committees and the Group
Business segments
Identify, notify and control
79
Group Risk Management (GRM) is headed by the Chief Risk Officer (CRO). This unit prepares the
proposals to be adopted for risk levers, i.e. the Group's risk strategy, appetite, parameters, capital al-
location and procedures. GRM continuously analyses and evaluates risks and produces quantitative
and qualitative reports. These are submitted six times a year to the GRC, once a month to the Execu-
tive Board, once a quarter to the Risk Committee of the Supervisory Board and twice a year to the
Supervisory Board. This system means that the responsible bodies can regularly check whether the
risk limits defined in the strategy are being adhered to consistently. In addition, GRM recommends
risk management measures.
Deutsche Börse Group financial report 2015
Stress tests
Responsible for the risk management of their institution
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Implementation in the Group's organisational structure and workflow
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the re-
quirements of the Group. In particular, they adhere to the risk appetite framework allocated to them
by Deutsche Börse Group. The relevant supervisory boards and their committees are involved in the
process, as are the executive boards and the risk management functions within the various business
areas. Clearstream and Eurex Clearing AG, the Group's financial institutions, implement customised
versions of the risk strategy, using 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, which is supervised by its supervisory board, as well as the with correspond-
ing 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.
Business segments
Chief Risk Officer/Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Monitors the risk management system and its continuing
improvement in light of the risk strategy
Risk Committee of the Supervisory Board
Evaluates the effectiveness of the risk management system
Risk report
Audit Committee of the Supervisory Board
Supervisory Board of Deutsche Börse AG
Group-wide
Risk management - organisational structure and reporting lines
The Group Risk Committee (GRC) reviews the risk position of the Group every two months and in-
volves the Executive Board in all decisive questions. The GRC is an internal Group committee,
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and
allocates the latter to the company's individual business segments and business units, respectively.
It ensures that the Group's risk appetite is and remains compatible with its short- and long-term
strategy, business and capital planning, risk-bearing capacity and remuneration systems. It also de-
termines what parameters are used to assess risks, how risk capital is allocated and what procedures
apply. It ensures that all business units comply with these requirements for the risk strategy, risk ap-
petite and risk limits.
Deutsche Börse AG's Supervisory Board evaluates the effectiveness of the risk management system,
its continuing development and oversees the monitoring of risks. The Supervisory Board has delegat-
ed the evaluation of the effectiveness of the risk management system to the Audit Committee. The
new Risk Committee reviews the risk management system, its continuing improvement and oversees
the monitoring of risks. In addition, it examines the risk strategy and risk appetite on an annual basis.
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes
and responsibilities are binding for all Group employees and organisational units. To ensure that all
employees are risk-aware, risk management is firmly anchored in the Group's organisational struc-
ture and workflows and is flanked by measures such as risk management training. The Executive
Board is responsible for risk management overall, whereas within the individual companies it is the
responsibility of the management. The boards and committees given below regularly receive compre-
hensive information on risks.
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Centrally coordinated risk management - a five-stage process
■ Terror
The five-stage risk management system
Deutsche Börse Group uses the same approach to assess and report operational, financial and busi-
ness risk: its unregulated units also use value at risk (VaR) as the uniform measure. This quantifies
the risks and represents the upper limit of the accumulated losses that Deutsche Börse Group may
incur within a given period of time, e.g. for the next twelve months, and for a given probability or
level of confidence. Principle 1 above also defines an assumed probability or confidence level for
both liquidation and continued operation as a going concern. In addition, the regulatory capital re-
quirements for the financial institutions are determined. Furthermore, Deutsche Börse Group applies
stress tests to analyse its risks.
Liquidation principle: what risk can the capital cover?
The first part of Principle 1 of its risk strategy specifies that Deutsche Börse Group is not expected to
exhaust its risk-bearing capacity in more than 0.02 per cent of all years. The Group uses VaR to de-
termine the economic capital that it requires for this (required economic capital or EC). It calculates
its EC for the liquidation principle 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 prudence principle,
the Group assumes a correlation of one between risk types. The ECs calculated for Clearstream and
Eurex Clearing AG also meet the Pillar II requirements under Basel II.
Deutsche Börse Group determines its risk-bearing capacity on the basis of its reported equity in ac-
cordance with International Financial Reporting Standards (IFRSS). It adjusts this figure for precau-
tionary reasons, for example to take into account the fact that it may not be possible to dispose of
intangible assets at their carrying amounts in cases of extreme stress. Clearstream and Eurex Clear-
ing AG determine their risk-bearing capacity on the basis of their regulatory capital (for details, see
note 20 to the consolidated financial statements).
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 and it answers a key risk management
question: how much risk can the Group afford and what risk is it currently exposed to? The level of EC
required is determined on the basis of operational risk, market risk, credit risk and business risk. The ra-
tio of EC to risk-bearing capacity remained within the stipulated maximum risk throughout the reporting
period. If this were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing
capacity and would have to be liquidated ("gone concern"). The liquidation concept therefore assumes
that the Group has not had to be liquidated.
Going concern principle: what risks can be absorbed by earnings?
In addition, Deutsche Börse Group uses an approach that assumes an orderly continuation of the
Group in the event of a crisis ("going concern") and that uses earnings at risk (EaR) as an indicator.
This indicator corresponds to the second part of Principle 1 of the Group's 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 (profit for the
period expressed in terms of its EBIT). Under the going concern principle, the EaR determined in this
way is compared with the Group's risk appetite. Risk appetite is measured in terms of the projected
EBIT and is allocated to the business segments.
81
82
Deutsche Börse Group financial report 2015
Regulatory capital requirements
In addition, Clearstream and Eurex Clearing AG must calculate their capital requirements for various
risk types (see the graphic entitled “Deutsche Börse Group's risk profile") in line with the Pillar | re-
quirements under Basel II and Basel III. A standardised approach is used for analysing and evaluating
credit and market risk; risk weightings are applied on the basis of the relevant counterparty ratings.
-
The approach taken for operational risk is different: Clearstream has used the significantly more
complex advanced measurement approach (AMA) for this in all business units since 2008. This
means that it meets the regulatory capital requirements for operational risk set out in the EU's Capi-
tal Requirements Regulation (CRR). The method which has been approved and is regularly tested
by BaFin allows regulatory capital to be allocated to the regulated units. Eurex Clearing AG uses
the basic indicator approach to calculate its regulatory capital for operational risk. The basic indicator
is calculated using the "relevant indicator", which is derived from certain items in the income state-
ment for the Eurex segment. A flat-rate amount of 15 per cent of the three-year average for this indi-
cator is required as operational risk capital (for details, see note 20 to the consolidated financial
statements).
Stress tests
Deutsche Börse Group uses quantitative and qualitative risk management approaches and methods
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.
Risk management is implemented in a five-stage process. The objective is to identify all potential
losses in good time, to record them centrally and to evaluate them in quantitative terms as far as
possible; if necessary, management measures must then be recommended and their implementation
monitored (see the graphic entitled "The five-stage risk management system"). The first stage iden-
tifies the risks and the possible causes of losses or operational hitches. In the second stage, the
business areas regularly - or immediately, in urgent cases - report to GRM the risks that they have
identified and quantified. In the third stage, GRM assesses the risk exposure, while in the fourth
stage, the business areas manage the risks by avoiding, mitigating or transferring them, or by active-
ly accepting them. The fifth and final stage involves, for example, monitoring different risk metrics
and, where necessary, informing the responsible Executive Board members and committees of signif-
icant risks, their assessment and possible emergency measures. In addition to its regular monthly
and quarterly reports, GRM compiles ad hoc reports for members of the executive and supervisory
Risk management approaches and methods
Risk report
Responsibility
Executive Board
Risk management strategy and appetite
Risk Committee
Risk profile
Group Risk Management
Risk management process
3. Assess
Business areas
1. Identify
2. Notify
4. Control
5. Monitor and report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
and/or business strategy
boards. The risk management functions at Clearstream and Eurex Clearing AG report to the respec-
tive executive boards and supervisory boards. Internal Auditing is responsible for monitoring compli-
ance with the risk management system.
■ Changes to business
1. Risk limitation - protecting the company against liquidation and ensuring its
continued operation
Loss
↑
↑
of datacentres
■ Damages or destruction
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
main types of risk and shows how it assesses and manages them. In addition to the risk report, the
Group sets out its future prospects in the ☑ report on opportunities. The third part provides a sum-
mary of the risk situation, together with an outlook on future developments in Deutsche Börse Group's
risk management.
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 the banking supervision regime and its corre-
sponding statutory requirements, and therefore already meet the strictest requirements for risk manage-
ment. In addition, European Commodity Clearing AG, Eurex Bonds GmbH and Eurex Repo GmbH are
also subject to the regulatory requirements set out in EMIR, CRD IV and MiFID (for details on the
requirements, see ☑note 20 to the consolidated financial statements). Rules and regulations directly
affect the Group's financial institutions - Clearstream and Eurex Clearing AG, especially the Mindest-
anforderungen an das Risikomanagement (MaRisk, Minimum Requirements for Risk Management)
issued by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Super-
visory Authority) and last adapted in December 2012, as well as Circular 12/552 (Central Administra-
tion, Internal Governance and Risk Management) issued by the Commission de Surveillance du Secteur
Financier (CSSF, Luxembourg Financial Supervisory Authority). The so-called second pillar of Basel II
contains requirements on how banks must manage their risks; accordingly, this also applies to Clear-
stream and Eurex Clearing AG. Moreover, pursuant to the Gesetz zur Abschirmung von Risiken und zur
Planung der Sanierung und Abwicklung von Kreditinstituten und Finanzgruppen (RiskAbschG, German
Act on Ringfencing and Recovery and Resolution Planning for Credit Institutions and Financial Groups),
which was amended to implement the EU Banking Recovery and Resolution Directive (BRRD), Clear-
stream and Eurex Clearing AG have prepared recovery plans. Over and above this requirement, Deutsche
Börse Group has also voluntarily prepared a Group-wide recovery plan – in particular, in the event that a
restructuring might become necessary for Clearstream and/or Eurex Clearing AG. In 2014, at the request
of the national supervisory authorities, Clearstream and Eurex Clearing AG made a substantial contribu-
tion to the resolution plans to be developed by the supervisory authorities. Management expects this
work to continue. All other companies in the Group comply with best-in-class standards for comparable
companies. As a result, risk management across the Group aims to meet the highest standards.
-
Deutsche Börse Group wants its risk management services offering to make a sustainable contribu-
tion to society. It achieves this in particular by ensuring integrity and safety on the markets in its role
as a capital markets organiser, and by increasing the distribution efficiency of the markets through its
price discovery function. Deutsche Börse Group also performs important risk management functions
for its customers, such as providing client asset protection solutions, and thus contributes to the effi-
ciency and systemic stability of the capital markets. The Group's risk management ensures that it
can continuously offer these services. CR
Risk strategy and risk management
Deutsche Börse Group's risk strategy is aligned with its business model and business strategy. The
Group provides the infrastructure for reliable and secure capital markets, assists constructively in their
regulation and plays a leading role in all of the areas in which it does business. Deutsche Börse Group's
risk strategy is based on three core principles:
Additionally, Clearstream uses stress tests to analyse its business risk as well as its operational and
financial risk. Stress tests are also performed to determine the operational and financial risk at Eurex
Clearing AG as well as Group-wide. These stress tests simulate the occurrence of extreme losses or
an accumulation of major losses within a single year using defined potential risk scenarios. Both hy-
pothetical 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 (the 2013 settlement agreement with the Office of Foreign Assets Con-
trol, OFAC). In addition, liquidity stress tests and inverse stress tests are also performed to establish
the liquidity risk. These reverse stress tests determine the loss scenarios that would have to occur for
the risk-bearing capacity to be exceeded.
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss may not
be generated more than once every hundred years." This means that one goal is to ensure a proba-
bility of 99.98 per cent or more that the total capital will not be lost within the next twelve months.
Another objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will
77
78
■Losses from ongoing legal
conflicts
Deutsche Börse Group financial report 2015
■ Theft of customer cash
■ Contract risks
■Flawed data supply
■ External fraud
■ Internal fraud
■ Weather catastrophes
■ Flawed internal processes
■Legal violations
■ Force majeure
■ Human errors
■ Cyber crime
■Inadequate information
security
■ IT hardware flaws
■ Software flaws
Possible root causes
↑
■ Breach of sanctions
provisions
■ Employment practice
Risk avoidance
at least break even, expressed in terms of its EBIT. In other words, this principle establishes how
much risk the Group must be able to withstand while also determining its risk appetite.
"Risk management supports the business areas in expanding their business by working together to
comprehensively identify and communicate risks." This principle aims to permit the Group to make
informed strategic decisions within the scope of the risk appetite that it has defined.
Straight-through processing
■ Compliance
■ Business continuity
measures
■Internal control system
Risk transfer
■ Insurance
■ Other
■ Legal
■ Other
■ Information Security
Risk monitoring
Aggregated risk measurement
Risk map
↓ Risk acceptance
Risk metrics
•
2. Support for growth in the various business segments
or severity of effect
Risk mitigation
3. Appropriate risk/return ratio
"The return on equity should exceed the cost of equity." Deutsche Börse Group has set itself the goal
of ensuring that risk and return should be reasonably balanced, both for specific business areas in
general and for individual regions, products and customers.
Management enhanced its risk management activities in 2015. Internally, these are based on the
Group-wide strategy for detecting and managing risk, which is focused on its risk appetite, see the
graphic entitled “Interlocking business strategy and risk strategy". Deutsche Börse AG's Executive
Board has overall responsibility, and defines the framework, for risk management throughout the
Group. Under these Group-wide risk management requirements, each business segment and each
regulated company is responsible for managing its own risk. This coordinated process ensures, for
example, that the Group and its companies can act just as quickly and effectively in the event that
several systems fail simultaneously as if a single system fails.
Interlocking business strategy and risk strategy
Business strategy
Risk strategy/risk appetite
Risk analysis
Risk scenarios
Root cause
Risk types
Event
Implied risks
Internal and external losses
Effect
↓ Risk mitigation
Reduces frequency of events
Risk description
chaired by the Chief Financial Officer. In addition, the GRC regularly checks the levels of all parame-
ters for appropriateness and, where necessary, makes recommendations to the Chief Risk Officer or
the Executive Board, as to any adjustments that should be made.
Deutsche Börse Group's risk profile
3. Business risk
■ Default by a customer and an associated liquidity squeeze
■ Losses arising from the impairment of pension fund assets
■ Default of a credit counterparty
2. Financial risk
■Failure of a trading system lasting up to one day
Conflicting laws of different jurisdictions
■
■Losses from ongoing legal disputes
■ Incorrect handling of the default of a large customer
■ Incorrect processing of client instructions (e.g. capital increases)
1. Operational risk
In the following, the risk types are first illustrated with specific examples and then explained in detail.
Risk report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Eurex
42%
Clearstream
37%
Market Data +
Services
14%
7%
Xetra
as at 31 December 2015
Earnings at risk by segment
Eurex
42%
Clearstream
45%
Services
■ Market share loss in European trading markets
■ The return of the European government debt crisis
From today's perspective, none of these risks can lead to a substantial financial loss. Significant risks
could arise only from a combination of extreme events that have a very low probability:
■ Failure of a trading system lasting one week in a highly volatile market environment
■ Loss of customer cash
■ Settlement
■ Damages or destruction
of buildings
■ Clearing
The following section describes the types of risk that Deutsche Börse Group generally has to manage
and presents the risks it actually faces. It also explains the measures that Deutsche Börse Group us-
es to reduce the loss event and to minimise their financial effects. Firstly, however, what follows is a
brief explanation of the risk profile, which differs from most other financial services providers, since
financial risk plays a significantly smaller role for Deutsche Börse Group.
■ Deficiency of trading related
services
■ Trading
Legal offences and business
practice
Damage to physical assets
Service deficiency
System availability
Events
Operational risks
Operational risks at Deutsche Börse Group
Market Data +
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example,
cause the destruction of, or severe damage to, a data centre or office building. Business continuity
management (BCM) aims at averting significant financial damage (see the graphic entitled Busi-
ness continuity management).
Other sources of error may be attributable to suppliers or to product defects or mistakes that may
lead to the loss of client assets or mistakes in accounting processes. The Group registers all com-
plaints and formal objections as a key indicator of processing risk.
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defec-
tive products and processes or mistakes in manual entries. A second example is errors in handling
the default of a large clearing customer. To date, defaults are rare, no such handling errors have oc-
curred and related processes are tested at least annually, which is why the probability is considered
to be very low. The potential financial loss is put at medium.
Service deficiency
In general, availability risk represents the largest operational risk for Deutsche Börse Group. The
Group therefore subjects it to regular stress tests, which check not only what happens when its own
systems fail but also when suppliers fail to deliver.
Deutsche Börse Group financial report 2015
85
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues, or in unlikely cases, the availability of the systems could be
affected by acts of cyber crime. In the past, only limited failures have occurred both with Xetra and
with T7 and its predecessor system. In practice, there has never been a system failure lasting longer
than one day. Deutsche Börse Group has taken a number of measures to further minimise the risk of
failure lasting an entire day or longer. 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 finan-
cial effect of such an event could be significant if claims are justified and asserted.
Operational resources such as the XetraⓇ and T7Ⓡ trading systems are essential for the services of-
fered 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 calculates the
availability of these systems as an important risk indicator. In line with the Group's risk strategy, the
business areas are responsible for monitoring the indicators.
System availability
Operational risk for Deutsche Börse Group relates to availability, processing, material goods, litiga-
tion and business practice (see the graphic entitled "Operational risks at Deutsche Börse Group").
Personnel risks are not quantified directly, but influence the quantification process indirectly via the
operational risk categories. Operational risk accounts for 65 per cent of the total Group risk.
Operational risk
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, also known as
"tail risks", have not occurred to date. Tail risks may represent going concern threats for certain sub-
sidiaries, for example if sanctions were to be deliberately contravened. GRM assesses these risks
continuously and reports regularly to the Executive Board of Deutsche Börse Group on the results.
■ Deliberate breaches of sanctions
■ Simultaneous failure of several large systemically important banks
Damage to physical assets
9%
86
4%
.II.
80%
83%
17%
Required economic capital for Deutsche Börse
Group, by risk type as at 31 December 2015
Regulatory capital requirements for Clearstream
and Eurex Clearing AG as at 31 December 2015
Operational risk greater than financial and business risk
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 throughout Deutsche Börse Group (see
the "Risk management approaches and methods" section for an explanation of these terms). In
addition to the financial and operational risk already mentioned, business risk is also identified and
assessed. This relates in particular to potential threats to revenue such as price pressure or loss in
market share. Under the liquidation principle, financial risk amounts to approximately one-fifth of
Deutsche Börse Group's total risk, while business risk represents 13 per cent of the total. This makes
the third typical risk type all the more important for Deutsche Börse Group: at 65 per cent, opera-
tional risk accounts for more than half of the total risk (see the graphic entitled “Required economic
capital for Deutsche Börse Group, by risk type").
The regulatory capital requirements for Clearstream and Eurex Clearing AG are primarily due to
operational risk (see the graphic entitled “Regulatory capital requirements for Clearstream and Eurex
Clearing AG"). Information on the additional capital requirements under EMIR for Eurex Clearing AG
and European Commodity Clearing AG is provided in ☑note 20 to the consolidated financial state-
ments.
The risks faced by Deutsche Börse Group's financial institutions differ fundamentally from those of
other financial service providers. Clearstream and Eurex Clearing AG have a structurally lower risk in
comparison with other banks because they act as intermediaries rather than, for example, having an
own distinct business area that trades on the financial markets. Consequently, Deutsche Börse
Group's financial institutions do not bear the substantial associated trade risk. On the contrary, they
offer market participants services such as collateral and risk management to reduce their risk from
trading activities. The Group's banking business mainly consists of providing reliable clearing, set-
tlement and custody services, as well as collateral management.
Low level of typical bank risk
Deutsche Börse Group differentiates between the three standard types of risk: operational, financial
and business risk. Project risks also exist but the Group does not specifically quantify these as their
impact is already reflected in the three traditional risk types.
Risk profile
Risk report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
13%
↑
↑
■ Liquidity
Risk profile of Deutsche Börse Group
■ Credit
Financial risks
↑
Project risks
■ Legal offences and business practice
Damage to physical assets
Xetra
•
■ Service deficiency
■ System availability
Operational risks
Business risks
Business risks
■ Market price
20%
■ Medium: the financial loss could be up to 50 per cent of EBIT
■ Substantial: the financial loss could be up to 100 per cent of EBIT
22%
■Risk to the business as a going concern: the financial loss could be up to the available risk cover
amount
Required economic capital by segment
as at 31 December 2015
■Low: the financial loss could be up to 10 per cent of EBIT
The estimated financial effects can be classified into the following four categories:
■Low: the probability of the risk occurring is equal to or greater than 1 per cent but less than 10 per cent
■ Medium: the probability of the risk occurring is equal to or greater than 10 per cent but less than
50 per cent
■ Very low: the probability of the risk occurring is less than 1 per cent
These categories can be used to assess the risk types given below as examples. The estimated prob-
abilities of the risks occurring are categorised as follows:
Börse Group assigns indicators to each risk exposure to estimate how likely it is to occur and what fi-
nancial effect it could have. It distinguishes four probability levels (very low, low, medium and high) and
four financial impact levels (low, medium, substantial and a risk to the company as a going concern).
However, none of the risks assessed reach the fourth impact level either individually or in total; in other
words, none jeopardises the existence of the Group as a going concern.
-
at risk (see the "Earnings at risk by segment" graphic).
A similar split can be seen for earnings at risk. Here, too, the business segments with the largest
proportions of revenues and earnings - Clearstream and Eurex have the largest shares of earnings
■ High: the probability of the risk occurring is equal to or greater than 50 per cent
A large part of the risk is associated with the Clearstream and Eurex segments (see the graphic enti-
tled "Required economic capital by segment"), in keeping with the proportion of sales revenue and
earnings accounted for by this business. In contrast to the regulatory capital requirements, this cal-
culation also includes business areas that are not covered by banking regulations.
Credit risks
risks
Financial
Universal banks
65%
Operational risks
risks
83
84
Deutsche Börse Group financial report 2015
Operational
Clearstream and
Eurex Clearing
544)
55
%
Dividend payout ratio
4
2.25
2.353)
Dividend per share
4,624.5
25
Performance indicators
- 10
2,546.5
2,284.7
€m
-2
3,695.1
€
Employees (average annual FTEs)
46
4,460¹)
-5
206)
Gross debt EBITDA
196)
%
Return on shareholders' equity (annual average) 5)
4
26.0
27.0
%
4,731
Tax rate
42
%
EBIT margin, based on net revenue
-7
27
25
%
Start-up companies often enter into a decisive phase when their busi-
ness requires liquid funds in order to expedite growth. Deutsche Börse
Venture NetworkⓇ supports these. In addition, Deutsche Börse invests
in attractive fintech companies via DB1 Ventures. When they list at
the Frankfurt Stock Exchange, companies of all kinds and sizes can
raise equity or debt capital - SMEs or large enterprises, domestic or
international.
Personnel expense ratio (staff costs / net revenue)
6
10
€m
1,108.2
14,386.9
€m
Earnings before interest and tax (EBIT)
3
- 1,283.2¹
- 1,317.4
€m
Operating costs
66
8
2,220.3¹)
50.62)
84.0
€m
thereof net interest income from banking business
2,388.7
€m
Net revenue (total revenue less volume-related costs)
1.5
Change
in %
Consolidated income statement
935.6")
18
Net profit for the period attributable to Deutsche Börse AG shareholders
€m
11,940.4
€m
Non-current interest-bearing liabilities
Equity
Non-current assets
Consolidated balance sheet
8
796.6
856.6
-17
€m
Consolidated cash flow statement
17
3.31¹)
3.87
€
Earnings per share (basic)
18
613.3¹)
722.1
Cash flows from operating activities excluding CCP positions
1.97)8)
Value of securities deposited (annual average)
Interest coverage ratio
- 14
598.6
-1
13,274
13,075
515.9
€bn
Global Securities Financing (average outstanding volume for the period)
€bn
Clearstream
- 16
1,635.7
0
€trillion
14.8
16.7
- 12
99.930
1) Figures for 2015 without consideration of ISE, which represents a discontinued operation due to its disposal as at 30 June 2016 2) Clearstream and Eurex
segments 3) Proposal to the Annual General Meeting 2017 4) Amount based on the proposal to the Annual General Meeting 2017 5) Net profit for the period
attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based on the quarter-end balance of shareholders' equity
6) Adjusted for non-recurring effects 7) Adjusted for the costs of mergers and acquisitions and of efficiency programmes 8) Adjusted for costs largely related
to criminal proceedings against Clearstream Banking S.A. in the US 9) Closing price on preceding trading day 10) Intraday price 11) Ratio of the market
capitalisation of companies listed in the Prime Standard to the market capitalisation of all companies listed on Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt
Stock Exchange)
Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided and percentages may not precisely reflect the
absolute figures.
Transparency and stability key figures
Proportion of companies reporting in accordance with maximum
transparency standards 11)
Number of calculated indices
2015
99.962
%
0
99.999
99.999
%
186
35
C2
5
11,975
100
0
91
91
%
Market risk cleared via Eurex Clearing (gross monthly average)
System availability of derivatives market trading system (T7Ⓡ)
System availability of cash market trading system (Xetra®)
Number of sustainable index concepts
11,403
22
Deutsche Börse Group: an overview
1
13
58.65
67.19
€
-6
87.41
83.00
€
37
€
59.22
€
Low10)
High 10)
Opening price (as at 1 Jan) 9)
Deutsche Börse shares
9
23.21)
25.3
%
81.39
-21
77.54
-5
Pre-IPO and listing
4
1
2
5
1,377.0
7
8
€bn
81.39
3
1,727.5
m
Trading volume (single-counted)
Frankfurt Stock Exchange and Tradegate
Xetra®,
Number of contracts
Eurex®
Market indicators
Closing price (as at 31 Dec)
1,672.6")
2016
8
Deutsche Börse Group: key figures
Auditor's report
95
Report on opportunities
100
Report on expected developments
107
Deutsche Börse AG
288
289
(Disclosures based on the HGB)
290
Glossary
113
Remuneration report
294
Acknowledgements/contact
Deutsche Börse Group worldwide
Risk report
73
Executive Board
Fundamental information about the Group
194
32
Deutsche Börse AG shares
205
33
Report on economic position
257
Other disclosures
64
Report on post-balance sheet date events
287
Consolidated income statement disclosures
Consolidated balance sheet disclosures
Responsibility statement by the
65
Non-financial key performance indicators
136
Corporate governance declaration
C5
Index of charts and tables
Deutsche Börse Group financial report 2016
Perhaps the most important objective of "Accelerate" is to facilitate growth through scalability. As
I mentioned, we achieved very good results in 2016 - but we shall strive for further improvements to
performance. We will have to continue demonstrating our ability, every single year, to boost net revenue
without costs increasing in the same proportion. To achieve this goal, we are also improving our capital
allocation: we will divest businesses where we do not see scope for reaching the number one or two
position over a medium-term horizon. This is why during the year under review, we not only sold Inter-
national Securities Exchange, but also the Infobolsa and Market News International information services
providers.
_
At the same time, we will make acquisitions where we see potential for future growth. Our plan is for
Frankfurt to become the leading European hub for fintechs innovative enterprises in the financial
services area. We are making our contribution to these endeavours. We have expanded our pre-IPO
services under the heading "Pre-IPO & Growth Financing": over a medium-term horizon, the harmo-
nised initiatives in this area are set to lead to initial public offerings as well. One element in this context
is the FinTech Hub, which supports start-ups right here at the Frankfurt financial centre. Deutsche Börse
Venture NetworkⓇ is designed for companies in their growth phase, which require more sizeable follow-up
financing. This network brings enterprises together with international investors. Through DB1 Ventures,
we invest in fintech enterprises - in order to further modernise Deutsche Börse, and keep Frankfurt at the
forefront as a financial centre. Our overarching objective is to contribute towards the building of an
ecosystem for growth in Germany and in Europe. This is about growth and job creation - about good
ideas, which will evolve into good business.
-
We use the opportunities offered by state-of-the-art technical development in many of our growth
projects. We are bundling the various measures and initiatives under the heading "Exchange 4.0", with
the objective of creating a client-centric exchange - an exchange that will provide its clients and part-
ners with even more efficient market access, an exchange offering a uniform services platform, and
an exchange that provides innovative services. Via our shareholding in Digital Asset Holdings LLC,
for example, we are driving an innovative technology which - over the longer term has the potential
to trigger a real quantum leap for the exchange industry: blockchain. In cooperation with Deutsche
Bundesbank, we showcased a prototype for securities settlement based on blockchain technology in
November 2016. In a nutshell, blockchain comprises a decentralised electronic register of all transac-
tions. This register is openly disclosed and constantly updates itself with transactions ("blocks") that
validate one another. We are working on two additional and very promising – prototypes in the area
-
of clearing and collateral management. We are thus focusing on those parts of our product range where
we currently see good prospects for efficiency gains through the application of blockchain.
Committed to sustainability
We are committed to a Group-wide sustainability strategy. Sustainability should be an automatic
consideration when allocating capital. At Deutsche Börse, we support sustainable growth - with the
necessary sense of perspective. That is why we are a member of the United Nations Global Compact,
promoting implementation of its principles in the areas of human rights, labour standards, environmental
protection and anti-corruption. Our integrated reporting creates transparency on how we identify
material opportunities and risks in these areas, and what specific measures we are taking in this respect.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Letter from the CEO
Moreover, we are actively assuming responsibility for Frankfurt as a financial centre. To give you just
one example: over each of the last few years, we have invested significant nine-digit euro amounts
here in Frankfurt - creating well over one hundred new jobs last year in particular. We will persevere
with these investments. Yet we will only be able to do so successfully if we take a leading position
in future global competition.
In 2016, we have once again delivered on our promise of growth - under difficult conditions. Please
refer to our combined management report for extensive information and comprehensive analyses. First
and foremost, this is the achievement of Deutsche Börse Group staff, whose competence I appreciate
enormously, and for whose commitment I am grateful. True to our motto of "Accelerate", we shall con-
tinue on our path to strong growth, through making use our own resources as well as through external
measures. We have set ourselves ambitious targets for the current financial year 2017 as well. I would
like to thank all those who are supporting us on this journey – especially you, our shareholders.
ty
Carsten Kengeter
Chief Executive Officer
5
Executive Board of Deutsche Börse AG, from left to right: Jeffrey Tessler, Andreas Preuss, Hauke Stars, Carsten Kengeter, Gregor Pottmeyer
4
18
3
Our year 2016
C6
About this report
C7
Facts and figures of Deutsche Börse AG shares
C8
Financial calendar
2
Deutsche Börse Group financial report 2016
Letter from the CEO
Carsten Kengeter
Chief Executive Officer
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Letter from the CEO
Frankfurt/Main, 10 March 2017
Dear shareholders,
Ladies and Gentlemen,
We look back on 2016 as a very successful year for your company, Deutsche Börse AG. Net revenue
rose by 8 per cent year-on-year. At the same time, we achieved efficiency enhancements - keeping our
costs under control. As a result, net profit for the period attributable to Deutsche Börse AG shareholders
was up 14 per cent, very clearly outperforming the increase in net revenue. We therefore once again
fulfilled our forecasts for growth and results, which projected revenue growth of between 5 and
10 per cent, and earnings rising between 10 and 15 per cent. As shareholders of Deutsche Börse AG,
we want you to participate in this excellent performance. It is our intention therefore, at the Annual
General Meeting 2017, to propose raising the dividend from €2.25 to €2.35 per share. This is equivalent
to a distribution ratio of 54 per cent of adjusted net profit for the period attributable to Deutsche Börse AG
shareholders, approaching our target distribution ratio of approximately 50 per cent – with rising profit.
Deutsche Börse Group: an overview
-
In 2016, we have done a lot to achieve this goal. Within the framework of our "Accelerate" growth
strategy, we have commenced a realignment of this company, heralding a culture change. We are going
to turn Deutsche Börse Group from a client-oriented enterprise into a client-centric enterprise. For this
purpose, we realigned the distribution of responsibilities within the Executive Board right at the beginning
of the year under review, creating new Group functions.
Basis of preparation
As good as these results are, given the difficult market conditions, we can get better still. Specifically,
we want to diminish the dependency of the business upon cyclical fluctuations in our market environment.
This is especially in your interests, as investors – likewise, it is in the interests of our clients, to whom
we are offering a constantly broadening range of products and services, with increasing reliability. And
finally, it is in the interests of the financial markets on which we are active – predominantly in Frankfurt,
the location of our headquarters. This is why we aim to further strengthen Deutsche Börse Group's
growth potential. We want to realise our vision of turning Deutsche Börse Group into the global market
infrastructure provider of choice - being top-ranked in all our activities.
Consolidated statement of changes in equity
As a diversified exchange organisation, Deutsche Börse Group's
products and services cover the entire value chain in the financial
services sector. Find further details and background information
in our Annual 2016.
3
Clearing
Eurex Clearing AG and European Commodity Clearing AG,
Deutsche Börse Group's clearing houses, act as central counter-
parties, i.e. as buyer to each seller, and as seller to each buyer,
to minimise credit default risk. In this manner, we reduce risk
positions and achieve financing and capital efficiency gains for
our customers. Deutsche Börse Group offers efficient clearing
of various kinds for all types of transactions.
Our brands: Eurex Clearing, European Commodity Clearing
83
C3
4
Settlement
7
Market data
Following trading and clearing, settlement involves the accurate book-
ing of individual items, with the exchange of securities against money.
The correct booking of securities transactions to individual client
securities accounts also takes place during this process. Clearstream,
Deutsche Börse Group's provider of post-trading services, is responsi-
ble for efficient global securities settlement.
Our brands: Clearstream, LuxCSD, REGIS-TR
Private and institutional investors make decisions based on market data,
creating new information in turn. Deutsche Börse's most prominent data
products include (real-time) price data generated from its various trading
systems, as well as historical market data, plus analytical indicators from
trading at its cash and derivatives exchanges.
Our brand: Deutsche Börse
5
Custody
Deutsche Börse Group covers the entire value chain in securities,
foreign-exchange and derivatives trading.
Once assets have been settled correctly, they are held in safe custody.
Clearstream administers assets throughout the period for which they are
held, offering services such as the handling of corporate actions and
dividend payments across all types of securities. Moreover, comprehen-
sive reporting and the segregation of collateral margins allow market
participants to efficiently comply with their regulatory obligations.
Our brands: Xetra®, Börse Frankfurt, Tradegate, Eurex®,
European Energy Exchange, 360T®
Trading
160
www.deutsche-boerse.com
DEUTSCHE BÖRSE
GROUP
Financial report
2016
Our brands: Deutsche Börse, Deutsche Börse Venture Network®,
DB1 Ventures, Börse Frankfurt
3
60
1 Pre-IPO and listing
2 Trading
3 Clearing
4 Settlement
5 Custody
6 Collateral and liquidity management
7 Market data
8 Indices
9 Technology
2
Deutsche Börse operates regulated markets for equities, exchange-traded
products (ETPs), bonds and numerous other products for the trading
venues Xetra® and Börse Frankfurt. The Group also facilitates trading
of derivatives. At European Energy Exchange, energy, energy-related
products and commodity products are traded. 360T operates a trading
platform for financial instruments such as foreign-exchange, money
market or interest rate products.
Our brands: Clearstream, LuxCSD
9
Indices
151 Consolidated financial
2
Letter from the CEO
The Executive Board
7
The Supervisory Board
Report of the Supervisory Board
153
statements/notes
Consolidated statement of comprehensive
income
154
Consolidated balance sheet
17 Combined
management report
156 Consolidated cash flow statement
8
158
Supervisory Boards
2 Executive and
152 Consolidated income statement
governance
Our brands: STOXX®, DAX®
Corporate governance report
Through STOXX Ltd., Deutsche Börse Group disseminates indices
tracking markets around the world. The index families are differenti-
ated by country, region, product type, investment theme or strategy;
customised indices facilitate tailor-made market analysis in real time.
Among the Group's benchmark products are the EURO STOXX 50Ⓡ
index and the DAX® index, which track the performance of the
50 industry-leading companies in the eurozone and the 30 largest
German companies, respectively.
6
Collateral and liquidity management
Technology
Through Clearstream's Global Liquidity Hub, Deutsche Börse Group
offers financial institutions optimal collateral and liquidity management.
Due to its links to depository banks, trading platforms, central counter-
parties and other national central securities depositories, the open
architecture provides real-time access to a rich pool of liquidity.
Our brands: Clearstream, Eurex RepoⓇ
Resilient, state-of-the-art IT systems provide the foundation for virtually all
capital markets services. Deutsche Börse Group develops and operates
IT systems for trading and clearing as well as for settlement, custody and
market data services.
9
C4
146
Financial report 2016
Contents
C2
C3/4
Our brands: Deutsche Börse, 7 Market Technology®:
C7, F7, M7®, N7®, T7®
145 Corporate
Deutsche Börse Group: key figures
Deutsche Börse Group: an overview
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its invest-
ment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the liquidity
guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent 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 customer defaults, the gener-
ally collateralised and intraday - credit line granted to increase settlement efficiency would be called in,
and the collateral provided by the client could then be liquidated. Deutsche Börse Group estimates the
probability of this liquidity risk to be low, with the possibility of medium financial losses. A decline in
market liquidity, following a counterparty default, would further increase Deutsche Börse Group's liquidity
risk exposure. On a daily basis, Clearstream and Eurex Clearing AG calculate their liquidity needs which
would result from a default of their two biggest clients, and maintain sufficient liquidity in order to cover
the liquidity needs determined.
To consider different scenarios, regular stress tests are being carried out to examine the liquidity risk ex-
posure of Clearstream and Eurex Clearing AG. Risks identified in the course of stress tests carried out
during the 2016 financial year were analysed further, and corresponding risk-reduction measures initiated.
Business risk reflects the fact that the Group depends on macroeconomic developments and is influenced
by other external events, such as changes in the competitive environment or regulatory initiatives. It there-
fore expresses the risks associated with the Group's business environment and sector. It also includes
business strategy risk, i.e. the impact of risks on the business strategy and possible adjustments to it.
These business risks are represented as variance analyses of planned and actual EBIT, and are moni-
tored constantly by the divisions. Their weighting for the Group accounts for about 14 per cent of the
total risk. Business risk may result in revenues lagging budget projections or in costs being higher.
Business risk includes the risk that competitors, such as the CurveGlobal, Chicago Mercantile Exchange
(CME) and Intercontinental Exchange (ICE) derivatives exchanges or the Nasdaq OMX stock exchange or
Euronext, might increase their market shares on the European trading markets (both on- and off-exchange).
Deutsche Börse Group estimates the probability of a minor loss in market share as medium but the
resulting impact to be relatively low.
If a state were to leave the eurozone or if a state were to become insolvent, this could mean that government
bonds would not be redeemed or only would be redeemed in part. This might have a negative influence
on Deutsche Börse Group's customers and reduce their trading volume in the future. Currently, the Group
still views the probability of this risk occurring as low, and the possible consequences as medium.
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, liquidity
limits are set carefully. In addition, extensive sources of financing are available at all times, such as on-
going access to the liquidity facilities at Deutsche Bundesbank and Banque Centrale du Luxembourg.
94
93
Business risk
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 recent years, Deutsche
Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to meet its
structural financing needs.
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties, all with a high credit quality, by defining
investment limits for each counterparty and by investing funds primarily 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. Since extending its licence as an invest-
ment and credit institution under the Kreditwesengesetz (German Banking Act), Eurex Clearing AG
can also use Deutsche Bundesbank's permanent facilities.
Liquidity risk applies if a Deutsche Börse Group company is unable to meet its daily payment obligations
or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met primarily
internally by retaining funds generated. The aim is to maintain enough liquidity to meet operating costs
for one quarter (currently between €150 million and €250 million). An intra-Group cash pool is used
to pool surplus cash from subsidiaries on a Deutsche Börse AG level, as far as regulatory and legal
provisions allow. 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.
Liquidity risk
Market risk in the operating business results from interest rate or currency fluctuations. Deutsche Börse
Group measures this risk using earnings-based sensitivity analyses for extreme interest rate or exchange
rate fluctuations. It avoids open currency positions whenever possible. Additional market risk could result
from Deutsche Börse Group's ring-fenced pension plan assets (Contractual Trust Agreement, Clearstream
pension plan in Luxembourg). The Group reduced its market risk exposure by deciding to invest a pre-
dominant proportion of the pension fund on the basis of a value preservation mechanism. The probabil-
ity of a significant market risk occurring in this context is low, and the Group also considers the impact
to be low.
Market risk
Deutsche Börse Group tracks a variety of risk indicators in addition to its risk measures (EC, EaR and the
credit risk stress tests performed). These include the extent to which individual clients utilise their credit
lines, and credit concentrations.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios such as the default of their largest
counterparty. The figures determined in this way are compared with the limits defined as part of the com-
panies' 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 Clearstream Banking S.A.'s
credit risk exposure from the settlement procedure with Euroclear. Moreover, inverse stress tests are cal-
culated to determine the number of counterparties that would have to default for losses to exceed the
risk cover amount. In the course of the stress tests run in financial year 2016, the identified risks have
been further analysed and appropriate measures to reduce risk have been implemented.
Eurex Clearing AG has dealt with four defaults of clearing members to date: Gontard & MetallBank
(2002), Lehman Brothers (2008), MF Global (2011) and Maple Bank (2016). In all cases, the non-
defaulters were fully protected, as the liquidation costs were met without resort to Eurex Clearing AG's
own capital or the clearing fund. A substantial portion of the defaulters' margin remained unused and
was returned to them.
Deutsche Börse Group financial report 2016
92
91
As at 31 January 2017, Eurex Clearing AG increased its contribution to the clearing fund by €50 mil-
lion, to €150 million.
Deutsche Börse Group financial report 2016
In the event of default by a clearing member, Eurex Clearing AG triggers the Default Management Pro-
cess (DMP). Its purpose is to rebalance the CCP, and thus to protect the non-defaulting participants from
any negative consequences resulting from the default. Every product cleared by Eurex Clearing AG is clearly
assigned to a so-called liquidation group. Products within a single liquidation group share similar risk
characteristics, and can be liquidated using the same process if a clearing member defaults. The DMP
is conducted at liquidation group level; all positions held by the defaulted clearing member and belonging
to the same liquidation group are jointly transferred to other participants via an auction or an independent
sale. The clearing fund is segmented along these liquidation groups, based on their respective margin
requirements. Should the cost of liquidation exceed the defaulter's resources, Eurex Clearing AG will
always make a contribution itself before the mutual clearing fund is utilised. During the DMP, Eurex Clear-
ing AG can convene committees of market experts (default management committees) to advise on and
support all liquidation activities.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Additional business risk may arise from regulatory requirements, or from the economic environment. For
example, the introduction of a financial transaction tax, which continues to be supported by ten Euro-
pean states, might have a negative impact upon Deutsche Börse AG's business activities. Moreover, the
UK's exit from the European Union might negatively affect our customers' trading activity. A sustained
period of weak trading activity on the market also represents a risk to the Group. Deutsche Börse Group
simulates different scenarios in stress tests. These take into account the simultaneous occurrence of dif-
ferent business risks, such as the negative effects of stronger competition combined with a simultaneous
loss of business due to new regulations.
Once a business plan and profitability analysis have been prepared for a specific growth initiative, the
Executive Board of Deutsche Börse AG decides on its implementation. This decision is taken as part of
the annual budget planning process. The initiatives that, after taking into consideration the associated
risks, add the most value and that can be financed from the budget allocated are selected by the
Executive Board and included in the budget.
Project risk could result from the implementation of ongoing projects (such as the launch of new products,
processes or systems) and could have a material impact on one or more of the three other risk categories
(operational, financial and business risk). Project risk is not broken down further. Such risks are evalu-
ated by the project owner and GRM and are already taken into account in the initial phase of substantial
projects. For example, the implementation of the TARGET2-Securities settlement system is an important
project for Clearstream at present. The realisation of the projected revenue synergy potential identified
with the acquisition of 360T, the migration of equity trading onto the T7 market architecture as well as
the activities in connection with regulatory changes, especially MiFID II, are other important projects.
Ultimately, project risk has an operational, financial or business impact, which is why it is quantified as
part of these risk types. Ongoing monitoring and controls ensure that project delivery risks are contin-
ually analysed and evaluated.
The focus of Deutsche Börse Group's structural growth potential is on product- and service-driven initia-
tives designed to satisfy new client needs as well as regulatory requirements. In order to ensure the Group
is optimally positioned and in order to explore new opportunities, the Group has gradually realigned its
organisational structure since announcing the "Accelerate" growth programme in 2015. Moreover, it reg-
ularly examines options for growth in high-potential asset classes, products or services - organically
or through external acquisitions and cooperations.
■ In addition, Deutsche Börse AG has issued a Letter of Comfort in favour of Eurex Clearing AG. With this
Letter of Comfort, Deutsche Börse AG commits to provide the funds to Eurex Clearing AG required to
fulfil its duties including the duty to provide additional funds of up to €300 million, as mentioned before.
The maximum amount to be provided under the Letter of Comfort amounts to €600 million, including
the payments made already. Third parties are not entitled to any rights under the Letter of Comfort.
Structural growth opportunities
When assessing organic growth opportunities, Deutsche Börse Group makes a basic distinction between
structural and cyclical opportunities. Structural opportunities arise, for example, as a result of regulatory
changes or new customer requirements, and can be influenced directly by the company. Cyclical oppor-
tunities, which cannot be influenced directly by the company and are driven by macroeconomic changes.
Organic growth opportunities
Furthermore, supervision of growth initiatives is supported by regular reporting. GPC and GMC receive a
monthly report on the status and progress of initiatives that are currently being implemented. This report
is coordinated by central functions and created in cooperation with the individual projects from the busi-
ness areas and compares planned costs with actual budget utilisation. In addition, the financial planning
is adjusted, forecasts are updated and changes to the scope of the project are made transparent. Checks
are made to establish whether milestones have been reached and project-specific risks, and the counter-
measures taken are described.
Where budget adjustments are required during the course of the year, project management must first
submit a corresponding application to the GPC. Following a discussion of the application, the GPC will
submit a recommendation for a resolution to the Group Management Committee (GMC), which also
comprises the members of Deutsche Börse AG's Executive Board. On this basis, the GMC will decide
upon whether to increase the budget. The GPC may also recommend adjustments to full-year budgeted
funds, to bring them into line with general business developments. Where needed, this also provides for
the opportunity to approve new growth initiatives during the course of the year.
Deutsche Börse Group financial report 2016
96
95
Budgeting for growth initiatives involves reserving a full-year budget comprising expenditures and
expenses for each selected growth initiative included in the investment portfolio. The Group Project
Committee (GPC) monitors progress of growth initiatives throughout the year, checking and overseeing
projects on a regular basis. In this context, the GPC focuses on whether defined milestones have been
reached, on the potential impact of changes in the competitive environment on commercial performance,
and on the utilisation of budgets compared to planning.
Ideas for growth initiatives are developed further using uniform, Group-wide templates and subjected to
a profitability analysis. Qualitative aspects are documented in a business plan, and expenses and reve-
nues are projected in detail for multiple years.
Deutsche Börse Group evaluates organic growth opportunities both on an ongoing basis throughout 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: this
considers both customer wishes and factors such as market developments, competitors and regulatory
changes.
success.
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportunities
as early as possible and to take appropriate measures in order to transform opportunities into business
Organisation of opportunities management
Report on opportunities
In 2017, the aim is to further strengthen Group-wide risk management. For instance, the Group plans
to concentrate on the digitisation of information in order to improve quality and efficiency. In addition,
the data made available with these efforts will be used to identify risks and opportunities, and to
improve our services. Moreover, the Group launched an initiative aimed at a streamlined cooperation
between the different control functions through the Group-wide standardisation of documentation and
control processes. The Group also plans to extend its business continuity measures in the event of
emergencies (or crises), to include additional functions over and above business-critical units.
The Group continually assesses its risk situation. Based on stress tests, on the required EC, which was
calculated, and on the risk management system, Deutsche Börse AG's Executive Board concludes that
the available risk cover amount is sufficient. Furthermore, it cannot identify any risk that could endanger
the Group's existence as a going concern.
Outlook
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
Deutsche Börse AG's Executive Board is convinced that the risk management system is effective. The
Board continues to strengthen the system and the control function responsible for it. The Group-wide
strategy to capture and manage risk, which focuses on risk appetite, forms the basis for internal risk
management. It is codified in the three principles described in the “Risk strategy and risk manage-
ment" section.
As at 31 December 2016, the Group's EC amounted to €2,056 million, a 5 per cent decrease year-on-
year (31 December 2015: €2,159 million). In contrast, the available risk-bearing capacity increased by
27 per cent to €3,810 million year-on-year (31 December 2015: €2,999 million). EaR as at 31 De-
cember 2016 were €678 million, while risk appetite was €1,230 million, based on the adjusted budg-
eted EBIT in 2016.
Additional external risk factors emerged for Deutsche Börse Group's business in the past financial year.
Despite the increasing threat of cyber crime, overall operational risk declined, given that availability risks
decreased. All in all, the Group's risk profile remained stable. Deutsche Börse Group's risks were covered
by sufficient risk-bearing capacity at all times during the reporting period, i.e. the allocated risk appetite
limits were complied with.
Summary
Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and regu-
larly reviews the entire Group's risk situation. Its summary of the situation in 2016 is given here, and is
followed by a brief look at the coming financial year.
Overall assessment of the risk situation by the Executive Board
Project risk
Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon.
Insurance policies
■ After this, the relevant clearing member's contribution to the clearing fund would be used to cover
the open amount. Contributions ranged from €1 million to €432 million as at 31 December 2016.
■ Any remaining shortfall would initially be covered by a contribution to the clearing fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €100 million as at 31 December 2016.
■ Only then would the other clearing members' contributions to the clearing fund be used proportionately.
As at 31 December 2016, aggregate clearing fund contribution requirements for all clearing members
of Eurex Clearing AG amounted to €3,002.7 million. After the contributions have been used in full,
Eurex Clearing AG can request additional contributions from each clearing member, which can be
maximum twice as high as their original clearing fund contributions. In parallel to these additional
contributions, Eurex Clearing AG provides additional funds of up to €300 million, provided via a Letter
of Comfort from Deutsche Börse AG (see below). These additional funds will be realised together with
the additional clearing member contributions, on a pro-rata basis.
■ Participation in clearing fund
■In securities lending
■ For collateralised and uncollateralised
cash investments
■ For collateralised and uncollateralised
customer credits
Credit risk
Financial risks
In an increasingly competitive global market environment, know-how and confidential company infor-
mation bear the potential of a major financial advantage to outsiders or competitors. Deutsche Börse
applies state-of-the-art technology to prevent its knowledge from being obtained illegally, e.g. through
wiretapping. Furthermore, Corporate Security is tasked with providing support to employees while they
are travelling or on foreign assignment. In this context, a world-wide travel security programme was
established, supported by a travel-tracking system.
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. The insurance policies are checked
individually and are approved by Deutsche Börse AG's Chief Financial Officer.
Compliance
The compliance function, in cooperation with the individual business segments, has the task of protect-
ing the Group against a variety of monetary and nonmonetary risks, such as reputational damage in the
markets it serves, in the view of supervisors, or the general public. While endowed with appropriate
autonomy from the business units, the compliance function nonetheless fulfils its mandate as an enabler
of business to focus on the customers and markets the Group wishes to serve, while taking informed
steps to mitigate compliance risks.
Deutsche Börse Group pursues an enterprise-wide approach to its compliance function, ensuring that
applicable laws and regulatory requirements are followed with respect to individual legal entities, while
aligning dedicated legal entity compliance and regulatory personnel through a common reporting structure
to the Group Chief Compliance Officer. Wherever efficient and practical, the Group pursues the development
of common compliance policies and supporting tools. As an example of adopting to evolving requirements,
policies and procedures were revised in 2016 to implement provisions of the EU Market Abuse Regula-
tion, which are of natural interest to the Group as a provider of reliable financial market infrastructures.
As a further step in the enhancement of Group compliance over the past few years, in the course of 2016,
the Group significantly increased its dedicated compliance personnel in major offices around the world.
The compliance officers closely align their work with the business areas and other control functions to
form a solid second line of defence. Further investments continue to be made into compliance IT systems
that provide for a more consistent and data driven approach to risk mitigation, with a current focus on
review of trends and patterns as well as statistical anomalies that could be indicators of compliance risk.
Deutsche Börse Group has significantly enhanced its due diligence procedures with respect to its custom-
ers, members and counterparties, and in 2016, completed an enhanced review of all pre-existing relation-
ships. In connection with evolving regulatory expectations, in particular the pending implementation of
the EU 4th Anti-Money Laundering Directive, the Group is developing, where practicable, more central-
ised approaches to compliance risk management of customers served by multiple Group legal entities.
Since its products and services as a provider of financial market infrastructures are often focused on
other financial intermediaries at the wholesale level, its cooperative approach seeks to raise the stand-
ards throughout the industry and enhance the integrity of financial markets for all participants. Among
the notable efforts that continue to be championed by Deutsche Börse Group and Clearstream is the
development by the International Securities Services Association (ISSA) of the Financial Crime Compliance
Principles for Securities Custody and Settlement together with practical guidance for implementation.
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Senior Group Compliance officers are active participants in national and international industry groups
such as this seeking to define and promote adoption of consistent industry standards.
The compliance function will continue its efforts to strengthen the compliance culture throughout the
Group. It pursues a best-in-class approach and contributes to the business strategy through an advisory
role to develop solutions for our customers in the ever evolving financial regulatory environment.
Financial risks
Deutsche Börse Group classifies its financial risk into credit, market and liquidity risk (see the □ “Finan-
cial risks at Deutsche Börse Group" chart). At Group level, these risks account for about 23 per cent of
the entire risk profile (this information only includes credit and market risk; liquidity risk is not quantified
as part of the EC; see note 36 to the consolidated financial statements). They primarily apply to the
Group's institutions. As a result, the following explanation focuses on Clearstream and Eurex Clearing AG.
Credit risk
Credit risk describes the danger that a counterparty might not meet its contractual obligations, or not
meet them in full. Measurement criteria include the degree to which the credit line has been utilised, the
collateral deposited and concentration risk. Although Clearstream and Eurex Clearing AG often have
short-term claims against counterparties totalling several billion euros overall, these are secured in most
cases by collateral deposited by the market participants. Moreover, the Group regularly evaluates the reli-
ability of its emergency plans at Clearstream and Eurex Clearing AG in the event of client defaults, and
the resulting credit risk.
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 rating agency or the equivalent from other agencies. In the case of short-term securi-
ties 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. First, credit is extended
solely on a very short-term basis, normally for less than a day. Second, it is largely collateralised and granted
to clients with high creditworthiness. Furthermore, the credit lines granted can be revoked at any time.
Financial risks at Deutsche Börse Group
Organisational measures supporting the Group's growth ambitions include the global coordination of sales
activities, as well as cross-divisional product development. In addition, Deutsche Börse AG realigned the
distribution of responsibilities in its Group Executive Board at the beginning of 2016 - placing client focus
at the heart of its organisation, as announced upon the launch of "Accelerate". With the steps taken,
Deutsche Börse Group has bundled related areas in Executive Board portfolios, thus accelerating process
flows and simplifying them - in the interest of the Group's clients. Within the framework of "Accelerate"
and the related organisational changes, the Group anticipates realising potential for additional new busi-
ness - especially through bundling Group-wide product development as well as sales activities. These
opportunities will develop over time, which is why they have not been quantified in expected additional
■ Outstanding liabilities
■ Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory equity would be
realised.
Market risk
■ For pension provisions
Any potential shortfall that might be incurred in connection with such a closing or cash settlement,
as well as the associated costs, would be covered in the first instance by the collateral provided by
the clearing member concerned. As at 31 December 2016, collateral amounting to €49,431.6 mil-
lion had been provided for the benefit of Eurex Clearing AG (after haircuts).
■ First, the relevant clearing member's outstanding positions and transactions 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.
Risk report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
In addition to the margins for current transactions, each clearing member contributes to a clearing fund,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial con-
sequences of a default by a clearing member to the extent that this cannot be covered by the member's
individual margin, and its own and Eurex Clearing AG's contributions to the clearing fund. Eurex Clear-
ing AG uses regular stress tests to check whether its clearing funds match the risks. This involves sub-
jecting 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
individual margins, the impact on the clearing fund of a potential default is simulated. Eurex Clearing AG
has defined limits which, when exceeded, trigger an immediate adjustment to the size of the clearing fund
if necessary. The following lines of defence are available for the case that a clearing member is unable to
meet its obligations to Eurex Clearing AG due to a delay in performance or a default:
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a clearing
member against any risk that the value of the positions in the member's account will deteriorate in the
period before the account is settled. This additional collateral is known as the initial margin. The target
confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for exchange-
traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions. Eurex Clear-
ing AG checks regularly whether the margins match the requested confidence level: initial margin is cur-
rently calculated using the legacy risk-based margining method, and the new Prisma method, which is
already available for all derivative contracts traded. The new method takes the clearing member's entire
portfolio - as well as historical and stress scenarios - into account when calculating margin requirements.
The objective is to cover market fluctuations for the entire liquidation period until the account is settled.
At present, the risk-based margining method is still used for cash market products, physical deliveries,
as well as for securities lending and repo transactions. The Prisma method is set to fully replace risk-based
margining in the future.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial instru-
ments. The purpose of these margins is to offset gains and losses.
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 uses haircuts with a confidence level of at least 99.9 per cent
to cover market risk. It applies an additional haircut to collateral from issuers in high-risk countries or
excludes them from being furnished as collateral altogether. 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.
Each clearing member must prove that it has capital equal to at least the amounts that Eurex Clearing AG
has defined for the different markets. The amount of capital for which evidence must be provided depends
on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default before settling open
transactions, 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.
Safety for both participants and the clearing house
Deutsche Börse Group financial report 2016
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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.
In addition, in order to identify potential concentration risks from individual counterparties, Clearstream
analyses the VaR at the level of the Clearstream Holding group. For this purpose, a credit risk VaR is
calculated at the level of individual counterparties and compared with the overall credit risk VaR. Due
to its business model, Clearstream focuses almost exclusively on financial sector customers. However,
there is no material concentration of credit risk either on individual counterparties or on individual countries.
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterparties
to an investment before entering into a business relationship with them. The companies do this in the
same way: they determine the size of 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 depending on the risk involved, and continually review their appropriateness. They
include all relevant risk factors when determining the haircut and allocates a specific deduction to each.
The total haircut is calculated by adding together the individual margins for the risk factors concerned.
Reducing credit risk
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active
in the currency where losses were incurred. The maximum amount which each clearing member will
have to contribute in this manner is the total amount such clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
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 belonging 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. The probability that the default of a counterparty to an uncol-
lateralised cash investment could lead to a loss is considered to be low, the financial loss itself could
have a medium impact.
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 counterparties 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 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.
If several large, systemically relevant banks were to default simultaneously, the financial impact might
be significant. The probability of this scenario is considered to be very low.
Under 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. As a central counterparty, it steps
in between transactional counterparties. Through offsetting mutual claims and requiring clearing mem-
bers to post collateral, Eurex Clearing AG mitigates its clients' credit risk exposure.
Risk report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
■ Repayment of customer deposits
■ Payment obligations
■ Customer default
Liquidity risk
■ For securities
revenue.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Future development of results of operations
■ With respect to Clearstream's post-trade activities, the company anticipates a long-term increase in
capital raising through equity and debt financing on the capital markets. This ties in with the higher
capital and liquidity requirements for banks and the resulting negative impact on the total volume
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of available credit. For Clearstream, this could have a positive effect on custody volumes, especially
in the international bond segment. In addition, given the growing internationalisation of the capital
markets, the company is continuing to expect a sharper rise in the bond volume issued internation-
ally compared with national bond issues.
Cyclical opportunities
In addition to its structural growth opportunities, Deutsche Börse Group has cyclical opportunities, for
instance as a result of positive macroeconomic developments. Although the company cannot influence
these cyclical opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit
for the period attributable to Deutsche Börse AG shareholders significantly in the medium term:
■ In the cash and derivatives market segments (Xetra and Eurex), sustained positive economic devel-
opment, a lasting rise in investor confidence in the capital markets leading to a renewed rise in risk
appetite among market participants and a sustained increase in market volatility could again stimu-
late trading activity by market participants and boost trading volumes.
■ The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if spec-
ulation on trends in long-term yields on German and other European government bonds grows, and
if the spread between the various European government bonds continues to narrow.
▪ While the company does not expect the ECB to change its low interest rate policy during the forecast
period, the US Federal Reserve could incrementally continue to raise interest rates. Among other things,
this would positively impact Clearstream's net interest income from banking business as some 49 per
cent of its daily cash balances are denominated in US dollars. A rise in key interest rates of one basis
point affecting all customer cash deposits could lift income by some €100 million.
■ 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 subject 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 include
the takeover of Citco's hedge fund custody business, the majority interests in EEX and Powernext, the
full acquisition of the joint ventures STOXX including Indexium, as well as the full acquisition of 360T.
Furthermore, the planned merger with London Stock Exchange Group plc was pursued in 2016 (see the
"Planned merger with London Stock Exchange Group" section for details).
Report on expected developments
The report on expected developments describes Deutsche Börse Group's expected performance in finan-
cial year 2017. It refers to the Group's standalone business operations. It does not refer to either the new
HoldCo established in the context of the merger with London Stock Exchange Group (LSEG), nor does it
refer to Deutsche Börse AG as a subsidiary of the new HoldCo. It contains statements and information
on events in the future and is based on the company's expectations and assumptions at the time of pub-
lication of this corporate 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 its financial
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
results, many of them outside the company's control. Should opportunities, risks or uncertainties materi-
alise or should one of the assumptions made turn out to be incorrect, the Group's actual performance
could deviate either positively or negatively from the expectations and assumptions contained in the for-
ward-looking statements and information contained in this report on expected developments.
Developments in the operating environment
Macroeconomic environment
Deutsche Börse Group anticipates that the global economy will grow moderately during the forecast
period. In the case of the emerging markets, the Group expects that countries with a current account
surplus will expand at an above-average rate. Due to cyclical as well as structural factors, these coun-
tries will no longer be able to match the high growth rates seen in the past. Furthermore, the Group
expects the economies of industrialised nations to recover slowly following a series of challenging years
in the aftermath of the financial crisis, with economic growth picking up slightly over the previous years.
Looking at Europe, the Group expects an improvement of the economic situation, driven by develop-
ments in Germany and France, the two largest economies. Against this generally positive background,
we are assuming that market participants will have more confidence in the capital markets compared
to the previous year, which was marked events, such as the Brexit referendum and the US presidential
elections. However, current uncertainties could once again unsettle the markets. These include geopoliti-
cal crises, the development of commodity prices, monetary policy moves by the Fed in the US and the
ECB in Europe, or a crisis of confidence in the growth of certain emerging market countries, especially
in Asia. Regarding interest rate trends, the Group does not expect to see any fundamental departure
from the current low interest rate policy in Europe. While the monthly volumes of the ECB's bond-buying
programme will be slightly reduced, the deposit rate is expected to remain at -0.4 per cent. Now that
the positive effects during 2016 of this monetary policy on cash and derivatives markets trading volumes
have largely run their course, the Group does not expect any such stimulus for 2017. The turnaround
in US interest rates continued at the end of 2016, and we expect further hikes in 2017 – provided that
the economy (and inflation) accelerate further.
In its economic development forecast for 2017 published in January 2017, the International Monetary
Fund (IMF) predicts an increase of around 1.6 per cent in the euro zone and growth of around 1.5 per
cent in Germany. Expectations for the United States are slightly higher than for the euro zone: the US
economy is forecast to grow by around 2.3 per cent. The highest growth by far in 2017 - approximately
6.5 per cent is again expected in Asian countries (and especially China), due to expected high domestic
demand. Given the extremely varied estimates for the different economic regions, global economic growth
is projected to be around 3.4 per cent in 2017.
Regulatory environment
Governments and central banks are currently working to enhance regulation of the financial markets
so as to stabilise the financial sector and prevent future crises of the magnitude experienced. The mea-
sures planned, and in some cases already initiated, range from revising the legal framework for banking
business and capital adequacy requirements through rules for clearing over-the-counter (OTC) derivatives
transactions down to improving financial market supervision (for more information, please see the
"Regulatory environment" section of the report on economic position). For Deutsche Börse Group's
customers, the ultimate impact of these far-reaching regulatory reform projects on market structures and
business models is difficult to gauge accurately at present. Deutsche Börse anticipates that this un-
certainty will continue to weigh on market participants' business activities during the forecast period.
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■ In line with the European legal and administrative framework governing certain undertakings for collective
investment in transferable securities (UCITS V), the company expects that traditional investment funds
will increasingly include derivatives in their portfolio strategies. This could result in additional business
for the Eurex segment.
■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 fa-
cilities, a requirement that is expected to benefit Eurex. In addition, a decision was taken to limit
the volume of equities traded in dark pools. The Group expects this restriction to have a positive
impact on the volumes traded on Xetra®. The Group will apply MiFID II as from January 2018.
▪ Risk management is becoming more important in the wake of the financial crisis. The company
expects market participants to make greater use of Eurex Clearing's clearing services to net out
transactions in different asset classes and hence to eliminate counterparty risk.
In addition to these initiatives, the Group has identified a number of other structural factors that should
have a positive impact on its business success.
Other structural growth opportunities
Cross-border securities settlement (T2S)
Clearstream completed the integration of the hedge fund custody business, acquired from Citco. This
enables clients of Deutsche Börse Group to use Clearstream's settlement and custody services for their
entire fund portfolio - covering traditional investment funds, exchange-traded index funds (ETFs) as well
as hedge funds. Given that regulatory authorities demand more efficient settlement and custody solutions
in order to achieve a maximum safety level for customer assets, the Group anticipates that it will acquire
additional client portfolios.
Cross-border settlement of investment funds
Deutsche Börse AG successfully explored a new asset class - foreign-exchange trading - with the full
acquisition of 360T. 360T® is a leading, globally active foreign-exchange trading platform which has
generated double-digit annual growth rates since its inception in 2000. The broad client base of 360T
includes corporate and buy-side clients as well as banks. The acquisition of 360T by Deutsche Börse is
expected to further boost the company's organic growth momentum. On a medium-term horizon, the
combination offers the potential for revenue synergies in a double-digit million euro amount, with 360T
using Deutsche Börse Group's international sales network and expertise for growing business, especially
through the introduction of electronic trading in order to further improve liquidity and transparency. To
date, regulatory obligations such as EMIR have not yet been expanded to cover the foreign exchange
market. If this were to happen, Deutsche Börse Group would be able to tap further growth opportunities
from its extensive portfolio of products and services it offers in the context of regulatory requirements.
For instance, the Group plans to establish a foreign exchange clearing house in order to service the fun-
damental demand for capital-efficient solutions. Thanks to its leading position, 360T further benefits
from a structural trend. Even though, at present, the vast majority of daily foreign-exchange trading vol-
umes are executed off-exchange, demand for transparent, electronic multi-bank trading platforms such
as 360T is rising. By combining the skills and experience of 360T in foreign-exchange trading with
Deutsche Börse's IT competence, the Group will be able to explore the resulting revenue potential.
Expansion into foreign exchange trading (360T)
the European energy market, and the fact that market participants predominantly trade off-exchange. Given
this high degree of fragmentation, as well as the inefficiency of OTC markets, demand for on-exchange
trading and clearing solutions for such transactions has been growing over recent years. Whilst OTC
trading clearly continues to be the bigger market, EEX was able to significantly increase market share,
to around 30 per cent in 2016. EEX continues to anticipate strong demand for efficient trading and clear-
ing solutions for the energy markets, and resulting structural growth.
Deutsche Börse Group financial report 2016
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With the acquisition of a majority stake in the European Energy Exchange AG (EEX), based in Leipzig,
Deutsche Börse Group expanded its product range to include trading and clearing of spot and derivatives
contracts on power and gas as well as emission certificates - in order to benefit from markedly higher
demand for energy trading and clearing services. The double-digit growth rates which the Group has
achieved since then have been the result of external growth but also reflect structural organic growth
which Deutsche Börse Group has been able to exploit, thanks to its good position. For instance, EEX has
evolved into the central marketplace for energy, energy-related and commodities products in Continental
Europe; its product range includes the markets in Germany, France, the Netherlands, Belgium, Italy and
Spain. EEX also generated organic growth, especially in the power and gas business. Whilst this growth
momentum is based on the changing importance of renewable energy sources - wind power in particular
for power generation, the resulting gains are difficult to predict, also due to the strong fragmentation of
Trading and clearing of power and gas products (EEX)
The obligation for market participants to comply with EMIR requirements kicked in on 21 June 2016,
with the first of four phases. Preparing for mandatory clearing, Eurex Clearing AG has developed a central
counterparty to clear OTC derivatives. The offering, which may later be extended to other asset classes, is
aimed primarily at institutional customers and the interest rate swaps they enter into. It especially focuses
on security and efficiency, allowing customers to gain the full benefit of Eurex Clearing's risk and collat-
eral management services for their OTC transactions as well. The majority of transactions entered into by
these clients has been subject to mandatory clearing since the start of phase 2 on 21 December 2016.
For the Group itself, the various regulatory projects will have both positive and negative consequences.
Overall, however, the Group sees the changing regulatory environment as an opportunity to expand its
business further; see the ☑ report on opportunities for further details.
■ an obligation to report the transactions to a trade repository
■ an obligation to clear standardised OTC derivatives transactions using a central counterparty
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the failure to settle bilateral OTC transactions that were mainly entered into on an unsecured basis.
In light of this, the leading industrialised nations (G20) agreed to create an effective regulatory environment
to make off-exchange derivatives transactions more transparent and more secure. In response, the Euro-
pean Union developed the European Market Infrastructure Regulation (EMIR), which is aimed at regulat-
ing OTC trading in derivatives. EMIR includes the following regulatory requirements:
Clearing of OTC derivatives
Overall, the Group anticipates the strongest revenue increases in its Eurex segment. Besides the initiatives
of the "Accelerate" programme, this includes clearing of over-the-counter (OTC) derivatives and further
growth in the trading of power and gas products. 360 Treasury Systems (360T) will also provide a con-
tribution to net revenue growth in this segment. In the Clearstream segment, the focus is on developing
the investment funds business, cross-border securities settlements via TARGET2-Securities (T2S),
as well as collateral and liquidity management. The growth focus in the MD+S segment is on the expan-
sion of the index business. While building its business in growth regions, Deutsche Börse continues to
focus on Asia; developments there will impact all reporting segments. The business potential of the
above-mentioned initiatives are described in more detail below.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on opportunities
Collateral and liquidity management
Clearstream's collateral and liquidity management offering, developed as part of its Global Liquidity Hub
growth initiative, helps customers cope with the structural changes they are facing, such as those resulting
from the additional liquidity requirements under Basel III and the clearing obligations under EMIR which
came into force in December 2015. The Global Liquidity Hub allows banks to use the assets held in cus-
tody by Clearstream on their behalf more efficiently across different platforms and countries.
Expansion of the index business
Deutsche Börse Group's objective in its index business is to re-position its established European index
provider STOXX with a global profile, in order to develop further indices (on top of its DAX® and STOXX®
index families) and to market them on a worldwide basis. The goal is to acquire new client groups, both
within Europe as well as in Asia and the Americas, through diversification. In addition, we will position
our index business to better exploit the structural trend towards passive investment products (ETFs). An
increasing number of private clients and asset managers now follow this trend; not only are the costs lower,
but many active investment strategies have been returning under-average performance.
Expansion in Asia
In addition to growth in its core markets and products, 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 been operating a permanent
establishment with its own banking licence in Singapore since 2009. The China Europe International
Exchange (CEINEX) commenced trading in November 2015, initially with cash market products such as
ETFs based on Chinese underlyings, and renminbi-denominated bonds. CEINEX is a joint venture between
Deutsche Börse and the Shanghai Stock Exchange (holding 40 per cent each) and the Chinese Financial
Futures Exchange (holding a 20 per cent stake). CEINEX provides international investors with access to
investment products based on Chinese underlying instruments. The marketplace is the first regulated and
authorised trading platform outside China for financial products denominated in renminbi, the Chinese
currency. CEINEX thus offers investors new opportunities for efficiently trading Chinese securities; at the
same time, it effectively promotes the renminbi's internationalisation.
■ special risk management requirements for transactions in non-standardised derivatives
In addition to the structural opportunities arising from regulation, the Group expects to see further debate
in the forecast period on the potential introduction of a financial transaction tax. The introduction of a
financial transaction tax will continue to be pursued in 2017 by a number of EU Member States, which
have formed an alliance to achieve greater cooperation. The introduction of such a tax would negatively
impact Deutsche Börse Group's business performance. Since the ten Member States concerned have been
unable to date to reach agreement on the tax base, tax rates and technical collection and remittance meth-
ods, it is not possible to gauge the concrete impact on the Group's business.
Initiated by the ECB, the purpose of the T2S project is to harmonise cross-border securities settlement
using central bank funds across Europe. Clearstream has undertaken substantial investments over recent
years to bring its systems into line with the new settlement structure. For Deutsche Börse Group, this
holds the opportunity of winning new clients for Clearstream's innovative services, such as global liquidity
management. Furthermore, the Group expects higher custody volumes and new services from T2S, which
can only be provided through Clearstream via its integrated international central depository (ICSD). Clear-
stream has been connected to T2S within the scope of the fourth migration wave in February 2017.
Once this connection is in place, clients will be able to use Clearstream as a central point of access for
domestic and international settlements, both in central bank and commercial bank funds. National central
securities depositories (CSDs) - Clearstream in Germany and LuxCSD S.A. in Luxembourg - will offer
their clients T2S settlements at ECB terms, without any mark-up. Full interoperability between national
and international CSDs will enhance liquidity and collateral management.
Changes in pricing models
Market Data + Services segment
This segment aims to accelerate expansion of Deutsche Börse's technology leadership and expertise in
the area of market data by pooling all relevant resources within the company in a dedicated, market-
driven business unit. The goal is to open up untapped growth opportunities in the medium to long term.
The company anticipates that net revenue in the Market Data + Services segment will increase slightly
during the forecast period. This expectation is based on the continuous expansion of the product range
in all areas and greater marketing of these products in growth regions. The Group's index business is set
to benefit from this development in particular. Moreover, the Group considers the significant structural
growth in the market for passively managed assets as an additional growth driver that is expected to
further strengthen demand for index licences for exchange-traded funds. In addition to distributing in-
dex licences, the Group also benefits from the growing investment volumes in these products. In light
of this, the Group believes it is well placed to increasingly extend the positioning of its globally focused
range of indices to the Asian market as well.
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 over
the medium and long term. This expectation is based on, among other things, the growth opportunities
that the company intends to exploit over the same period. The Group expects net revenue to increase
further in the forecast period. This assumption is based on two main factors. Firstly, a further slight
increase in economic growth could improve investor confidence, and motivate US investors to return to
European markets. Against the background of the UK's exit from the EU, the general elections to be held
in a series of European countries, and the development of US policies, we anticipate elevated stock mar-
ket volatility in 2017, at least temporarily. Both of these factors, i.e. returning US investors and elevated
equity market volatility, would have positive effects on trading volumes in equities and equity index deriva-
tives. Moreover, market speculation on interest rate developments in the US and Europe may boost trading
activity in interest rate derivatives at Eurex derivatives exchange - whilst higher, or increasing US interest
rates could lead to a further increase in net interest income from the banking business in 2017. Secondly,
the Group expects a further increase of the contribution from its structural growth initiatives as well as
from new growth opportunities being explored within the scope of its "Accelerate” growth programme
launched in 2015 (for details, please refer to the report on opportunities).
Deutsche Börse anticipates sustained price pressure in some of its business areas during the forecast
period. The company's objective is to cushion this price pressure by continually improving its products
and services and by offering selective incentives for price-elastic business.
Over the long term, the average net revenue per unit (e.g. trading or clearing fees per transaction, or fees
for custody services) is expected to decline slightly in all areas of the Group. This is a result of laddered
pricing models that lead to a decline in income per unit as customers' business activities increase.
Trends in non-financial performance indicators
Initiatives to promote the transparency and security of the markets will continue to be a key focus
during the forecast period, ensuring that Deutsche Börse Group adds value to society. Against this
backdrop, the company expects to maintain the availability of the different trading systems XetraⓇ
and T7Ⓡ at the very high level seen in previous years throughout the forecast period.
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service company. Given demographic change and the resulting shortage
of specialist staff, the company aims to continue to position itself adequately and among other things
to increase the number of women in management positions. The Executive Board already set a volun-
tary target in 2010 for Deutsche Börse Group to increase the proportion of women in middle and senior
management to 20 per cent and in junior management to 30 per cent by 2020. These targets remain
in place. They relate to Deutsche Börse Group worldwide, including subsidiaries.
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (German Act on the Equal Participation of
Women and Men in Leadership Positions in the Private and Public Sectors), the Supervisory and Executive
Boards of Deutsche Börse AG additionally resolved to maintain the existing quotas of women on the two
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
105
Deutsche Börse Group financial report 2016
management levels below the Executive Board, i.e. 6 per cent on the first and 10 per cent on the second
management level. These target quotas relate to Deutsche Börse AG (excluding subsidiaries) and will be
valid until 30 June 2017.
Future development of the Group's financial position
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instrument,
to remain clearly positive in the forecast period. The Group expects that two significant factors will influ-
ence changes in liquidity. Firstly, the company plans to invest some €150 million per year in intangible
assets and property, plant and equipment at Group level during the forecast period. These investments
will be included in cash flows from investing activities, and will serve primarily to develop new products
and services in the Eurex and Clearstream segments and to enhance existing ones. The total amount
mainly comprises investments in trading infrastructure and in risk management functionalities. Secondly,
the Executive Board and Supervisory Board of Deutsche Börse AG will propose a dividend of €2.35 per
share to the Annual General Meeting to be held in May 2017. This would correspond to a liquidity out-
flow of about €440 million. Apart from the above, no other material factors were expected to impact the
Group's liquidity at the time the management report was prepared. As in previous years, the Group
assumes that it will have a sound liquidity base due to its positive cash flow, adequate credit lines (see
note 36 to the consolidated financial statements for details), and flexible management and planning
systems.
Within the framework of a programme to optimise its capital structure, Deutsche Börse Group generally
aims to distribute dividends equivalent to between 40 and 60 per cent of adjusted net profit for the
period attributable to Deutsche Börse AG shareholders. In recent years (where the Group's net profit
was lower), the dividend payout ratio was kept at the upper end of this range, in order to distribute stable
dividends to shareholders. Given that the Group's profit targets were raised in July 2015, in connection
with the announcement of the "Accelerate” growth strategy, the company aims for a dividend payout
ratio in the middle of the range between 40 and 60 per cent going forward.
Moreover, until 2012 the company distributed a part of freely available funds to shareholders, via share
buy-backs. Since 2013, these funds have been used predominantly to support the company's develop-
ment, as well as to fulfil credit rating and regulatory capital requirements. Against the background of the
growth strategy announced in 2015, the company anticipates that in future, freely available funds will
increasingly be applied not only to support the Group's organic growth, but also to complementary
external growth options.
To maintain its strong credit ratings at Group level, the company aims at a ratio of interest-bearing gross
debt to EBITDA of no more than 1.5. The Group expects to reach or slightly come below this figure
in 2017, depending on net revenue developments.
The parent company, Deutsche Börse AG, plans to invest some €30 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 the company continues to be in a very good posi-
tion compared with the international competition thanks to its comprehensive offering along the securities
trading value chain and its innovative strength. Against this background, it therefore expects to see a
106
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 settlement and custody of international
bonds, the company does not expect this to have a major impact on its net revenue or to result in a loss
of market share during the forecast period.
-
Depending on developments in the operating environment, the impact of both cyclical and structural
growth drivers and the success of new products and functionalities, Deutsche Börse Group expects net
revenue to increase by approximately 5 per cent to 10 per cent during the forecast period. Net revenue
growth expected during the forecast period is based on net revenue of around €2,389 million achieved
in 2016.
Even if, contrary to expectations, the operating environment turns out to be worse than described above,
and clients were to scale back their business activities, particularly in the Group's business divisions which
depend upon trading, Deutsche Börse Group believes it is in a position to continue to do business profita-
bly thanks to its successful business model and its cost discipline.
Within the scope of its "Accelerate" growth strategy, in 2015 Deutsche Börse Group introduced princi-
ples for managing operating costs. The core element of these principles is to ensure the scalability of the
Group's business model. To this end, the Group continuously manages operating costs adjusted for non-
recurring effects relative to the development of net revenue. Accordingly, the lower end of the net reve-
nue growth range during the forecast period and the following years, of approximately 5 per cent, would
imply stable operating costs compared to the previous year. If net revenue reaches the upper end of the
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on expected developments
-
growth range, at around 10 per cent, operating costs would be permitted to rise by up to 5 per cent
per annum during the period under review and the following years for instance, for the purpose of in-
creasing investment in growth initiatives. Operating costs expected during the forecast period are
based on adjusted operating costs of €1,174.2 million in 2016.
Essentially, the Group achieves the necessary flexibility in managing operating costs through two different
initiatives designed to enhance operating efficiency. Firstly, the Group has implemented a continuous pro-
cess to improve operating efficiency by focusing even more on client needs in order to further enhance
quality and efficiency of the services offered. At the same time, Group-internal processes are simplified,
generating costs savings. Secondly, the Group resolved a series of structural cost reduction measures during
the reporting period, and has already commenced implementation. For instance, we started to reduce the
number of external service providers. This included the shift of tasks from external to internal staff, or the
hiring of external service providers as internal staff. As at the publication date of this combined manage-
ment report, the company expects that operating costs will be affected by non-recurring effects of some
€80 million. The majority of these is due to mergers and acquistions (excluding performance-related
components) but also due to efficiency measures and costs incurred in connection with criminal proceed-
ings against Clearstream Banking S.A. in the US.
Given the expected increase in net revenue of approximately 5 to 10 per cent, with operating costs rising
by between 0 and 5 per cent as a result, the Group anticipates a growth rate of between approximately
10 and 15 per cent (excluding non-recurring effects) for net profit for the period attributable to Deutsche
Börse AG shareholders during the forecast period. This assumption is based on an adjusted figure of
€810.8 million for 2016.
With regard to the cyclical environment and structural growth initiatives, Deutsche Börse AG's expected
business development is based on the same factors that influence the expected business development of
Deutsche Börse Group as a whole. These are described in this report on expected developments. For
2017, the company expects sales revenue to be above the 2016 level (2016: €1,300.2 million) and to
rise by approximately 5 to 10 per cent depending on how the factors described above develop.
-
Eurex segment
Given the expected increase in sales revenue of approximately 5 to 10 per cent, with operating costs rising
by between 0 and 5 per cent as a result, the Group anticipates a growth rate of between approximately
10 and 15 per cent (excluding non-recurring effects) for adjusted net profit for the period attributable
to Deutsche Börse AG shareholders (2016: €553.2 million) for the forecast period.
Eurex will continue to invest systematically in expanding its product offering in the forecast period in order
to take advantage of structural factors, such as regulation or changing customer needs. The focus of our
efforts will be on the acquisition of new business, which is currently not settled through an exchange or
103
104
Deutsche Börse Group financial report 2016
clearing house. We are expecting positive developments along these lines due to regulatory requirements
determining that OTC derivative transactions must be settled via central counterparties. This requirement
has entered into force during 2016. Consequently, the Group expects this initiative to deliver additional
net revenue for the first time in the 2017 financial year, and significant net revenue in the medium to
long term. Looking at the once again very positive development of EEX group's trading volumes during
the year under review and the continued positive market environment for trading in power and gas products,
the Group expects further structural growth in business activity during the forecast period, e.g. by gaining
additional market share at the expense of OTC energy markets. Moreover, the Group expects rising demand
for multi-bank platforms to further boost business activity at the foreign-exchange (FX) platform 360T®.
In addition, we plan to include clearing services in the value chain of fully electronic FX trading during the
2017 financial year, in order to realise the revenue synergies projected in the context of this acquisition.
Xetra segment
As in the past, net revenue in the Xetra cash market segment will continue to depend heavily on stock
market cyclicality and volatility. Trading volumes could rise during the forecast period, driven by a grad-
ual improvement in economic growth as well as a rise in investor confidence. Furthermore, the company
expects stock market volatility to increase, at least temporarily, making further positive contribution to
business development.
As well as enhancing its cash market offering, the company will continue to closely track changes in the
competitive environment for the European cash markets. As in the past, it considers itself well posi-
tioned 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, and for equities clearing. However, the stronger competition in the cash market means that
further shifts in the market shares of all competitors cannot be ruled out.
Clearstream segment
The Clearstream segment's main net revenue driver is the settlement and custody of international bonds
- a business that is much more stable than the trading business and only subject to less significant capital
market fluctuations. The Group anticipates a structurally driven increase in demand for collateral and
liquidity management services due to regulatory requirements. In the medium to long term, Clearstream
expects its attractive collateral and liquidity management and its strong position in the TARGET2-Securi-
tites (T2S) network to result in increased business activity and hence in significant additional net revenue.
As Clearstream did not migrate to T2S until February 2017, the Group anticipates only a moderate con-
tribution to net revenue for 2017. Another factor to impact Clearstream's business in the forecast period
will be central bank monetary policy, as it has been in the past. Transaction activity is expected to increase
in the medium term, as a result of the ECB's ongoing commitment (at least for 2017) to the programme
for purchasing government and corporate bonds. At the same time, however, the continuation of the pro-
gramme could have a dampening effect on securities issuance and liquidity management. If, contrary to
expectations, monetary policy becomes more restrictive, this would have positive consequences for secu-
rities issuance, the use of collateral and liquidity management services, as well as for net interest income
in the banking business. As a significant portion of customer balances are denominated in US dollars,
the turnaround in US interest rate policy – initiated at the end of 2015 and continued in December of
2016 will cause a rise in net interest income in 2017, at steady cash balance levels.
In the past year, cyclical factors (see the ☑“Future development of results of operations" section for
details) led to an overall rise in derivatives trading volumes. Higher stock market volatility since the end
of 2014 resulted in a significant rise in trading volumes, especially in equity index derivatives. Deutsche
Börse Group believes that structural growth factors will remain the dominant feature over the long term,
and that they will positively influence trading volumes in all product segments (see the report on oppor-
tunities for further details). In the short term, a positive economic environment would result in increasing
trading volumes, in particular for equity index derivatives - whilst the present direction of monetary policy,
especially in the US, would have positive effects on interest rate derivatives trading.
Revenue for the 2016 financial year remained within the company's guidance. At the same time, total costs
increased only slightly, thanks to continuous enhancements in operating efficiency due to the "Accelerate"
programme launched in 2015. Net profit increased significantly, due, among others, to the divestment of
International Securities Exchange Holdings, Inc. (ISE), and exceeded the company's expectations. Against
this background, Deutsche Börse AG's Executive Board considers the company's performance during the
2016 financial year as satisfactory. The 2016 financial year was largely characterised by plans for the
merger of Deutsche Börse with London Stock Exchange Group (LSEG).
General position
Deutsche Börse AG's course of business in the reporting period
Deutsche Börse AG is the parent company of Deutsche Börse Group. Its business activities primarily
comprise its cash and derivative markets as well as IT and Market Data + Services. The performance
of the Clearstream segment is primarily reflected in Deutsche Börse AG's business performance via the
profit and loss transfer agreement with Clearstream Holding AG. In view of this, Deutsche Börse AG's
business and operating environment is essentially the same as that of Deutsche Börse Group. These are
described in detail in the "Macroeconomic and sector-specific environment" section.
Business and operating environment
107
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 (IFRSS) but
with the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG).
Deutsche Börse AG (Disclosures based on the HGB)
positive trend in its results of operations in the long term. The purpose of the measures resolved - and
mostly implemented - in 2015, as part of the "Accelerate” programme, is to further accelerate the Group's
growth. In this context, the Group aims to act in a more agile and effective manner, and with increased
client focus, to turn Deutsche Börse into the global market infrastructure provider of choice, being top-
ranked in all its activities. However, for the forecast period, the uncertainty as to how capital market partici-
pants will react to the economic and regulatory situation makes it difficult for the Executive Board to make a
specific forecast. Deutsche Börse Group's goal for the forecast period is to ensure the scalability of its
business model. To this end, the Executive Board will actively manage operating costs in a way that net
profit for the period attributable to Deutsche Börse AG shareholders will grow at a stronger rate than
net revenue. Specifically, annual growth rates of approximately 10 to 15 per cent (excluding non-recur-
ring effects) are projected for the forecast period. Overall, the Executive Board assumes on this basis that
cash flow from operating activities will be clearly positive and that, as in previous years, the liquidity
base will be sound. The overall assessment by the Executive Board is valid as at the publication date for
this combined management report.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
€m
Deutsche Börse AG compiled its annual financial statements for the 2016 financial year pursuant to the
Bilanzrichtlinie-Umsetzungsgesetz (German Accounting Directive Implementation Act, BilRUG), which
called for changes in particular to the definitions of revenue and other operating income. To ensure com-
parability, the BilRUG has also been applied to the previous year's figures for these two items as reported
in the following.
108
%
45%
Total payment
3 years holding period
Shares
50%
=
Performance
multiplier
Assessment of net income growth for the performance bonus
Cash
Individual objectives
1/3
Consolidated net
profit growth
2/3
100 per cent
target value
Overview of the performance bonus
50%
Deutsche Börse Group financial report 2016
Net income is derived – independently of the budget - by comparing the net income for the remunera-
tion year with the previous year's figure. Target achievement may range between O and 200 per cent,
whereby a decline in net income of 20 per cent or more means a 0 per cent target achievement (floor).
Where net income remains stable (i.e. unchanged year-on-year), this is deemed a 75 per cent target
achievement; a 7.5 per cent increase is equivalent to a 100 per cent target achievement. An increase
in net income of 15 per cent or more means a 200 per cent target achievement (cap). Accordingly,
a stronger incentive is provided for net income growth rates between 7.5 per cent and 15 per cent, via
a steeper slope of the target achievement curve (please refer to the ☑chart "Assessment of net income
for the performance bonus").
2016
Earnings before interest and taxes (EBIT) increased to €697.5 million (2015: €543.9 million). Net
income for the period totalled €553.2 million, a 75 per cent increase year-on-year (2015: €315.9 million),
among others due to the proceeds from the disposal of ISE.
Profit from ordinary activities rose by 36 per cent year-on-year, to €603.2 million (2015: €443.9 million).
The profit margin before taxes (the ratio of profit from ordinary activities to revenue) increased from
35 per cent to 46 per cent.
Profitability
Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2016. Due to the better results, return on equity rose to
21 per cent, compared to 13 per cent in 2015.
Financial position of Deutsche Börse AG
Cash and cash equivalents on the 31 December 2016 balance sheet date amounted to €935.4 million
(2015: €172.3 million), comprising cash on hand, current account balances with banks and term deposits.
2015
The company received dividends totalling €37.3 million (2015: €18.2 million). The main reason for this
increase is a higher dividend distributed by STOXX Ltd.
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of liquid-
ity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries are in a
position to honour their payment obligations at any time.
Overview of total costs
Cash flow statement (condensed)
2016
€m
2015
€m
Change
Deutsche Börse AG has available external credit lines in the amount of €605.0 million (2015: €605.0 mil-
lion), which were not drawn upon as at 31 December 2016. Moreover, the company has a Com-
mercial Paper programme in place, which allows for flexible and short-term financings of up to €2.5 bil-
lion, in various currencies. At the end of the year, there was no Commercial Paper outstanding (2015:
€95.0 million).
Deutsche Börse Group's result from equity investments for the 2016 financial year totalled €289.9 mil-
lion (2015: €123.9 million). In particular, this rise reflects the increase in income from the disposal of
equity investments, to €99.0 million (2015: €5.7 million), and the higher profit transfer from Clear-
stream Holding AG of €167.2 million (2015: €147.1 million). Income from dividends was €37.3 million
in the year under review (2015: €18.2 million), of which the largest part of €34.5 million was attribu-
table to distributions made by STOXX Ltd. (2015: €16.6 million).
116
Once the Supervisory Board has determined the overall target achievement level from these two
components, it may conduct a final appraisal, adjusting it via a performance multiplier for individual
Executive Board members, but also for the entire Executive Board. The total performance bonus will
be disbursed in cash, no later than the regular salary payment for the calendar month following approval
of Deutsche Börse AG's consolidated financial statements. Executive Board members are obliged to
invest 50 per cent of the total disbursement amount after tax in Deutsche Börse AG shares, which they
I will have to hold for at least three years.
Cash
Ancillary
contractual
benefits
Pension and
retirement
commitments
Performance shares
Performance bonus
Performance-related remuneration components
Shares
25%
related remuneration
Non-performance-
Annual payment
30%
Composition of the total target remuneration
pension and retirement commitments
Long-term incentive components (3-5 years)
115
% = Proportion of the total target remuneration
In addition, Share Ownership Guidelines apply, according to which Executive Board members are obliged
to hold a substantial amount of Deutsche Börse AG shares during their term of office.
Principles governing the PBP and assessment of target achievement for the performance bonus
Target achievement for the performance bonus is determined for one financial year on the basis of the
PBP. The underlying assessment is based on two components: growth of net profit for the year concerned
attributable to Deutsche Börse AG shareholders (hereinafter referred to as net income) with a weighting
of two-thirds, and the Executive Board member's individual performance with a one-third weighting.
The criteria which the Supervisory Board uses to assess target achievement of individual Executive Board
members are described below. These criteria are used to determine the respective performance bonus,
as well as the number and value of performance shares.
Performance shares are measured and granted within the framework of the Performance Share Plan
(PSP). As they reflect the performance of the Deutsche Börse share price over a five-year performance
period (the vesting period), they are disbursed after the year under review. Performance shares amount
to approximately one-third of the performance-related remuneration, and to approximately 25 per cent
of the total target remuneration.
Performance shares
The performance bonus is measured using the Performance Bonus Plan (PBP). It amounts to approxi-
mately two-thirds of the performance-related remuneration, and to approximately 45 per cent of the
total target remuneration. It consists of a share-based component (the share-based performance bonus)
and a cash component, in equal proportions.
Performance bonus
Non-performance-related component (cash component)
Performance-related component (cash component)
Performance-related component (share-based payment)
Performance-related remuneration accounts for approximately 70 per cent of the total target remuneration
for one year. This variable remuneration element comprises a performance bonus as well as performance
shares.
The members of the Executive Board receive a fixed basic salary, payable in twelve monthly instalments.
This non-performance-related remuneration comprises approximately 30 per cent of the total target
remuneration for one year.
Non-performance-related fixed remuneration
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
The individual components of the Executive Board's remuneration are laid out in detail below.
The final amount of the stock bonus for outstanding tranches within the previous Stock Bonus Plan
(SBP) for members of the Executive Board was determined as at 31 December 2015; the SBP was
prematurely terminated by way of a settlement process.
The Chief Executive Officer also participates in a Co-Performance Investment Plan which was resolved
by the Supervisory Board in 2015.
Performance-related remuneration components
performance-related remuneration components
ancillary benefits
was largely attributable to higher expenses for advisory services, incurred in particular in connection with
the planned merger with LSEG.
2) Calculation based on weighted average of shares outstanding
1,300.2
946.1
1,280.5")
2
Eurex
799.4
700.9
Total costs
14
2
Market Data +
Services
275.8
281.3
-2
927.0
Net profit from equity
Sales revenue
€m
Deutsche Börse AG's revenue for the 2016 financial year rose by 1.5 per cent, to €1,300.2 million
(2015: €1,280.5 million). The “Sales revenue by segment" table provides a breakdown of revenue
by company segment.
The lion's share of revenue was generated in the Eurex segment, with €799.4 million (2015: €700.9 mil-
lion). Regarding the performance of the Eurex derivatives market segment, general reference is made
to the "Eurex segment" section. Any divergence from the statements in that segment are essentially
due to the fact that developments of the energy market (EEX group) and the foreign exchange market
(360T group) do not directly impact upon the business of Deutsche Börse AG. The financial performance
of the Market Data + Services segment is described, in general, in the “Market Data + Services seg-
ment" section. It is worth noting that the business development of the STOXX Ltd. subsidiary does not
directly impact the business performance of Deutsche Börse AG. Details concerning the business devel-
opment in the Xetra segment are largely provided in the “Xetra segment" section. Revenue attributable
to the Clearstream segment is generated from IT services that Deutsche Börse AG provides to entities
within the Clearstream Holding AG subgroup.
Other operating income rose to €149.1 million during the year under review (2015: €70.3 million).
This increase was attributable in particular to the €99.0 million in sales proceeds recognised from the
sale of ISE.
Total costs (comprising staff costs, amortisation of intangible assets and depreciation of property, plant and
equipment, as well as other operating expenses) were €946.1 million, up 2 per cent on the previous year
(2015: €927.0 million). They also include expenses of €65.8 million related to the proposed merger with
LSEG; adjusted for these, total costs were down by 5 per cent compared with the previous year. For a break-
down, please refer to the ☑„Overview of total costs" table. Staff costs rose by 4 per cent compared to the
previous year, to €201.8 million (2015: €194.2 million) mainly due to expenses related to bonus pay-
ments of €43.0 million (2015: €26.8 million), and lower expenses for the "Accelerate" growth programme,
of €6.3 million (2015: €21.3 million).
Amortisation of intangible assets and depreciation of property, plant and equipment remained nearly
unchanged and amounted to €24.3 million in the year under review (2015: €24.4 million). Other operat-
ing expenses were up by 2 per cent year-on-year, to €720.0 million (2015: €708.4 million). The increase
Performance figures for Deutsche Börse AG
%
Sales revenue by segment
2015
Change
%
2016
€m
2015
Change
2016
€m
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
investments
123.9
ordinary activities (EBT)
603.2
443.9
36
1) Calculation based on the definition of revenue not pursuant to the BilRUG
Net profit for the period
10
553.2
75
Earnings per share (€)
2.962)
1.712)
73
1) Calculation based on the definition of revenue pursuant to the BilRUG
315.9
289.9
1,181.9¹)
Total
134
Xetra
175.8
185.4
-5
EBIT
1,300.2
697.5
28
Clearstream
49.2
14.3
244
Profit before tax from
543.9
-
■ non-performance-related fixed remuneration
The remuneration system for the members of the Executive Board consists of four components:
11.3
12.3
Intangible assets
97.0
1,098
Germany
United Kingdom
€m
%
31 Dec 2016
2015
2016
Employees per country/region
Non-current assets (condensed)
€m
Receivables from and liabilities to affiliated companies include settlements for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. Receivables
22
Tangible assets
1,132
Total Deutsche Börse AG
Non-current assets as at
0.4
4
Rest of Europe
1.9
6,157.5
Financial assets
0.6
7
France
51.9
66.3
6,062.6
100.0
At €41.6 million (2015: €21.5 million), Deutsche Börse AG's investments in intangible assets and
property, plant and equipment were higher than the amount of €30.0 million expected at the end of
2015. Amortisation, depreciation and impairment amounted to €24.3 million (2015: €24.4 million).
Net assets of Deutsche Börse AG
720.0
Other operating expenses
Cash flows from investing activities
0
24.4
24.3
708.4
Write-offs
Cash flows from operating activities
4
194.2
201.8
Staff costs
€m
156.4
Deutsche Börse AG's property, plant and equipment amounted to €6,141.2 million on 31 December
2016 (2015: €6,220.7 million). The lion's share of this figure was attributable to investments in
affiliated companies of €6,001.8 million (2015: €6,092.8 million), mainly comprising investments
in Clearstream Holding AG and Eurex Frankfurt AG. Investments in affiliated companies declined to
€91.0 million, mainly due to the sale of the ISE stake (€81.9 million).
2
946.1
Cash flow from financing activities amounted to €-697.9 million in the year under review (2015:
€841.9 million). In addition to €420.1 million in dividends paid for the 2015 financial year, the com-
pany raised loans of €400.0 million and repaid loans of €683.1 million. Cash and cash equivalents
amounted to €-1,006.8 million on the balance sheet date of 31 December 2016 (2015: €-606.7 mil-
lion), comprising liquid funds of €935.4 million (2015: €172.3 million) less cash-pooling liabilities
of €1,942.2 million (2015: €779.0 million).
Cash flow from investing activities amounted to €141.4 million (2015: €–1,444.9 million). This increase
is strongly correlated with a decline in investments in financial assets. In 2015, cash flow from investing
activities had been largely influenced by the acquisition of an additional stake in STOXX Ltd., and the
acquisition of 360T Group, resulting in a cash outflow of €1,403.5 million.
Deutsche Börse AG generated €156.4 million (2015: €372.8 million) in cash flow from operating activ-
ities during the 2016 financial year. The decline was especially attributable to higher receivables from
affiliated entities and a decrease in medium- and short-term provisions.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and
one corporate bond with a nominal value of €500 million. For more details concerning these bonds,
please refer to the “Financial position" section. Moreover, as part of Group-internal restructuring
measures in 2014, the company raised loans from associates, in a total amount of €375.6 million,
which will fall due during the 2017 financial year.
Deutsche Börse Group financial report 2016
110
Total
109
-1,006.8
372.8
-1,444.9
841.9
141.4
-697.9
Cash flows from financing activities
Cash and cash equivalents as at
31 December
2
927.0
-606.7
31 December
6,141.2
6,220.7
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 the
report on opportunities for more information. As a matter of principle, Deutsche Börse AG's share of
the opportunities and risks of its equity investments and subsidiaries is proportionate to the size of
its shareholdings. Risks that threaten the existence of the Eurex Clearing AG subsidiary have a direct
impact on Deutsche Börse AG as it has issued a letter of comfort (“Patronatserklärung”). Further infor-
mation on the letter of comfort issued to Eurex Clearing AG is available in the “Other financial obliga-
tions and transactions not included in the balance sheet" section in the notes to the annual financial
statements of Deutsche Börse AG.
Opportunities and risks facing Deutsche Börse AG
The corporate governance declaration in accordance with section 289a HGB applies to Deutsche
Börse Group and Deutsche Börse AG, please refer to the ☑ corporate governance declaration made
on behalf of the Group.
Corporate governance declaration in accordance with section 289a HGB
Deutsche Börse Group financial report 2016
112
The description of the internal control system (ICS) required by section 289 (5) HGB is given in the "Inter-
nal management" section.
111
1,132
Total Deutsche Börse AG
100
1,132
Total Deutsche Börse AG
32
100
358
Report on expected developments at Deutsche Börse AG
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Structure and remuneration components
Deutsche Börse Group financial report 2016
114
113
The Executive Board remuneration is determined by the entire Supervisory Board. The Personnel
Committee is responsible for preparing the Supervisory Board's decision. The Supervisory Board
reviews the appropriateness of the Executive Board remuneration on a regular basis - at least every
two years - including the ratio of Executive Board remuneration to the remuneration of first-level
managers and the workforce as a whole, as well as the development of the various salary levels over
time. The remuneration system applies equally to all members of the Executive Board.
The new remuneration system is based on three key guidelines: firstly, a marked performance orienta-
tion with a more differentiated appraisal through ambitious internal and external targets - ensures
that the focus is on the company's above-average growth. Secondly, various assessment bases extending
over several years, sustainability elements, and the deferral of disbursements over time discourage
excessive risk-taking. Thirdly, the new remuneration system promotes a strong equity culture, and thereby
contributes to aligning the interests of shareholders, senior management and other stakeholders.
The expected developments in Deutsche Börse AG's business are largely subject to the same factors
as those influencing Deutsche Börse Group. The relevant disclosures and quantitative information on
Deutsche Börse AG are provided in the report on expected developments.
-
Principles and targets
Remuneration system and aggregate Executive Board remuneration
2. Supervisory Board remuneration
1. Remuneration system and aggregate Executive Board remuneration
This remuneration report outlines the principles of the remuneration system for members of
Deutsche Börse AG's Executive Board, and describes the structure and amount of Executive Board
remuneration. Furthermore, it describes the principles applicable to, and the amount of Supervisory
Board remuneration. The remuneration report is part of the combined management report; it follows
the requirements of the Handelsgesetzbuch (HGB, German Commercial Code), the International
Financial Reporting Standards (IFRSS) and the German Accounting Standard No. 17. In addition,
it largely follows the recommendations of the German Corporate Governance Code (GCGC). For
details, see the corporate governance declaration. The remuneration report is structured in two parts:
Remuneration report
The Supervisory Board resolved to adopt a new remuneration system for the Executive Board, to come
into effect on 1 January 2016. The system was approved by the Annual General Meeting on 11 May 2016,
in accordance with section 120 (4) of the Aktiengesetz (AktG, German Stock Corporation Act).
50 years and older
38
428
31 Dec 2016
Employee length of service
Employee age structure
As the structure and design of the remuneration system correspond to those of Deutsche Börse Group,
please refer to the latter's ☑ remuneration report.
Remuneration report of Deutsche Börse AG
As at 31 December 2016, 75 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, a university
of applied sciences or a university of cooperative education, and employees who have completed com-
parable studies abroad. In total, the company invested an average of 5.9 days per employee in staff
training in 2016.
%
Deutsche Börse AG employed staff at six locations throughout the world as at 31 December 2016.
Details on the countries/regions concerned, the employee age structure and the length of service of
the company's employees are given in the following tables and those on the previous page.
In the reporting period, the number of people employed by Deutsche Börse AG decreased by 21 to
total 1,132 as at 31 December 2016 (31 December 2015: 1,153). On average, 1,118 people worked
for Deutsche Börse AG during financial year 2016 (2015: 1,131).
Deutsche Börse AG employees
Working capital amounted to €-2,064.0 million during the year under review (2015: €-1,158.1 million).
The change was mainly attributable to an increase in liabilities to affiliated companies.
Deutsche Börse AG collects fees for a large part of services provided immediately after each month-end;
accordingly, trade receivables totalled €157.1 million at the year-end (2015: €131.0 million).
from affiliated companies of €167.2 million (2015: €147.1 million) mainly related to the existing profit
transfer agreement with Clearstream Holding AG. Liabilities to affiliated companies predominantly re-
sulted from cash pooling (€1,942.2 million - 2015: €779.0 million); short-term loans (€375.6 mil-
lion - 2015: €375.6 million); and trade liabilities (€82.1 million - 2015: €59.3 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Deutsche Börse AG (HGB)
In the course of financial year 2016, 31 employees left Deutsche Börse AG, resulting in a fluctuation
rate of 2.8 per cent.
31 Dec 2016
%
Under 30 years
Over 15 years
34
386
28
320
5 to 15 years
25
283
34
384
Less than 5 years
9
105
40 to 49 years
30 to 39 years
Results of operations of Deutsche Börse AG
Deutsche Börse Group financial report 2016
€m
Deutsche Börse Group financial report 2016
Target remuneration
Performance shares
Shares
Performance
bonus
Cash
Basic remuneration
% = Proportion of the total target remuneration
Performance-related component (share-based payment)
Performance-related component (cash component)
Non-performance-related component (cash component)
1) Unlimited share price performance
Maximum achievable
total remuneration¹)
Lever for the incentive components:
0 to 250% per year
Lever for the incentive components:
0 to 200%
Target achievement
(annual calculation,
5-year holding period)
Share target achievement
(annual payment, 3-year
holding period)
Cash target achievement
(annual payment)
Basic remuneration
(monthly payment)
Ancillary contractual benefits
Basic remuneration as well as annual and long-term incentive components
The members of the Executive Board receive certain ancillary contractual benefits, such as the provision
of an appropriate company car for business and personal use (with tax being payable by the Executive
Board members on the pecuniary benefit arising from personal use). They also receive taxable contri-
butions towards private pensions. The company has also taken out insurance cover for them, such as
personal accident insurance and a Directors & Officers (D&O) insurance.
Deutsche Börse Group financial report 2016
121
100
133
200
Target achievement (%)
Assessment of net income for the performance bonus
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
■ Disbursement of the remaining disbursement amount as at 31 March 2021 (final disbursement): the
final disbursement will be equivalent to the total disbursement amount, less the first and second
175
150
100
50
0
Relative TSR vs index (percentile rank)
50th
60th
70th 75th 80th
Performance-related remuneration for Executive Board members is predominantly share-based.
Furthermore, it is largely calculated on the basis of long-term performance, with various target criteria
being assessed over a period of five years (performance shares) or four years (share-based performance
bonus: annual disbursement and three-year holding period for shares to be invested), respectively
(see also the section “Share Ownership Guidelines"). The cash component of the performance bonus
(annual disbursement) is the only short-term component within variable remuneration.
122
Pension and retirement commitments
Retirement benefits
Messrs Kengeter, Pottmeyer and Tessler are entitled to pension benefits after reaching the age of 60,
Ms Stars after reaching the age of 62, 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. As a matter of principle,
the Supervisory Board reviews and determines the pensionable income from which retirement benefits
are derived. There are two different retirement benefit systems for Executive Board members. Executive
Board members who were appointed for the first time prior to 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 2016 are presented in the table “Retirement benefits".
The performance period for the co-performance shares commenced on 1 January 2015 and will end
on 31 December 2019. The equivalent of these shares will be paid out in three steps:
"
Former members of the Executive Board or their surviving dependents received payments of €4.5 million
in the year under review (2015: €2.3 million). The actuarial present value of the pension obligations
as at the balance sheet date was €74.2 million in the year under review (2015: €71.8 million).
Payments to former members of the Executive Board
The company did not grant any loans or advances to members of the Executive Board during the financial
year 2016, and there are no loans or advances from previous years to members of the Executive Board.
Loans to Executive Board members
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.
Secondary employment
A post-contractual non-compete clause applies to members of the Executive Board of Deutsche Börse AG
who were appointed or reappointed to the Board on or after 1 October 2014. This means that the
respective members of the Executive Board are contractually prohibited from acting for a competing
company, or from undertaking competing activities, for a period of one year from the end of the employ-
ment relationship. The compensation payable during the non-compete period amounts to 75 per cent
of the member's final fixed remuneration and 75 per cent of the final cash bonus; it is payable for the
term of the post-contractual non-compete clause. Benefits under the pension agreement are deducted
from the compensation. In addition, 50 per cent of other benefits are deducted if the other benefits plus
the compensation exceed the final remuneration. The company may waive the post-contractual non-
compete clause before termination of the contract of service.
Post-contractual non-compete clause
Miscellaneous
Prepayment on the disbursement amount as at 31 March 2019 (first prepayment): the amount of the
first prepayment will be determined by the Supervisory Board; it is supposed to be approximately
one-third of the expected amount to be disbursed.
126
125
The final amount of stock bonuses for all tranches outstanding within the previous Share Bonus Plan
for Executive Board members was calculated as at 31 December 2015 and settled during 2016. For
the tranches 2014 and 2015, retention periods shall apply until 31 December 2016 and 31 Decem-
ber 2017, respectively. Where not restricted by takeover legislation, with regard to the intended merger
with London Stock Exchange Group plc, or other legal provisions, the stock bonuses had to and have
to be invested in shares of Deutsche Börse AG.
Supercession of the previous Share Bonus Plan (SBP)
prepayments.
The Chief Executive Officer participates in a Co-Performance Investment Plan which was resolved
by the Supervisory Board in 2015. In December 2015, he used private funds to invest an amount
of €4,500,000 in Deutsche Börse AG shares (investment shares) within the investment period
provided for in the Co-Performance Investment Plan. These shares must be held at least until the end
of the 2019 financial year. In return for his acquisition of investment shares, Mr Kengeter was granted
68,987 co-performance shares in the company, which are generally subject to the same criteria as
performance shares. Performance shares are explained in the ☑ section "Principles governing the PSP
and assessment of target achievement for performance shares". The performance of the co-perform-
ance shares is based on (i) the growth in Deutsche Börse AG's net income and (ii) the ratio of the
Deutsche Börse shares' total shareholder return (TSR), relative to the TSR of companies included in
the STOXX Europe 600 Financials index.
Co-Performance Investment Plan (CPIP)
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Under the Share Ownership Guidelines, members of the Executive Board are obliged to continuously
hold a multiple of their average fixed remuneration in Deutsche Börse AG shares during their term
of office. A multiple of 3 applies to the CEO, and a multiple of 2 to the Deputy CEO and to ordinary
Executive Board members. This pertains to a relevant period between 1 January 2016 and 31 Decem-
ber 2018. Shares of the following three categories will be considered to assess compliance with the
Share Ownership Guidelines: (i) shares purchased from the performance bonus, during the holding
period; (ii) shares from allocation of performance shares; and (iii) shares held in private ownership.
Such shareholdings must be built up over a three-year period ending on 31 December 2018.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Defined benefit pension system: After reaching the contractually agreed retirement age, members
of the Executive Board to whom the defined benefit pension 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 pension system apply to Messrs Preuss and Tessler.
Defined contribution pension system: For Executive Board members to whom the defined contribution
pension 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 pension system, the
pensionable income is determined and regularly reviewed by the Supervisory Board. The annual capital
components calculated in this manner bear annual interest of 3 per cent. The provisions of the defined
contribution pension system apply to Messrs Kengeter and Pottmeyer, and to Ms Stars.
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 the Executive Board, the company
is entitled to retire the Executive Board member in question. Permanent occupational incapacity exists
if an Executive Board member is unable to perform his or her professional activities for more than six
months, and if 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 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, 62, or 63,
respectively.
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.
75
123
Deutsche Börse Group financial report 2016
Transitional payments
In the event of permanent occupational incapacity, the agreements under the defined benefit pension
system for the Executive Board provide for a transitional payment in addition to the benefits described
above. The amount of this payment corresponds to the target amount of the 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. Performance
shares granted will lapse where the company has good cause to terminate employment or where a mem-
ber of the Executive Board terminates his or her contract before the end of the performance period
without good cause and without a mutual agreement.
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 negatively impacted to a significant degree 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. In case of a change of control, all performance periods ongoing at that time shall end with the
day the contract of service is terminated. The respective performance shares will be accounted for
prematurely.
Share Ownership Guidelines
124
Floor
Prepayment on the disbursement amount as at 31 March 2020 (second prepayment): the amount
of the second prepayment will be one-third of the disbursement amount determined.
Net income growth (%)
Number of
(phantom)
performance
50% net income growth
+20
shares granted
50%
TSR Deutsche Börse
vs index companies
Final number
of (phantom)
performance
shares²)
Ø closing
price
Deutsche
Börse shares ³)
Final
Absolute KPI
Relative KPI
1) Of the last calendar month before the start of the vesting period
2) Cap at 250 per cent of the number granted
3) Of the last calendar month prior to the end of the vesting period, including the dividends from the entire vesting period
Assessment of net income for performance shares
During the five-year performance period, the Supervisory Board measures the target achievement level
in terms of net income growth and determines it for the Executive Board members accordingly. The target
achievement level at the end of the respective performance period is calculated as the sum of the annual
target achievement levels of each of the five years, divided by five. The level of target achievement may
range between 0 and 250 per cent. If net income declines, or remains unchanged year-on-year, this
is deemed a O per cent target achievement level (floor). A 7.5 per cent increase in net income is equiva-
lent to a 100 per cent target achievement. An increase in net income of 15 per cent or more means
a 250 per cent target achievement (cap). The target achievement level increases more strongly for growth
rates between 10 and 15 per cent, compared to single-digit growth rates, providing a stronger incen-
tive to Executive Board members to strive for double-digit net income growth. Please also refer to the
chart "Assessment of net income growth for performance shares".
2016 2017 2018 2019 2020
119
Performance period (vesting period)
Ø closing price
-30
+30
Double-digit growth
Assessment of individual target achievement
The individual targets are set by the Supervisory Board at the beginning of each financial year for each
Executive Board member – taking into account general targets regarding the company's strategy as well
as those with particular importance for the individual Executive Board portfolios (e.g. on financial
indicators, clients, employees and control systems). The Supervisory Board assesses target achievement
for each member of the Executive Board after the end of the respective remuneration year. In a similar
manner to the assessment of net income growth, a range from a lower limit of 0 per cent to an upper
limit of 200 per cent has been defined for achievement regarding individual targets.
117
118
Deutsche Börse Group financial report 2016
Determining a performance multiplier
The performance multiplier for the performance bonus enables the Supervisory Board to account for
a dilution of equity, or to incorporate achievement of qualitative or quantitative targets (especially
integration parameters) in the final assessment of overall target achievement, in the event of mergers,
acquisitions or divestments. The performance multiplier may be set in a range between at least
0.8 and at most 1.2; it is multiplied by the performance assessment for the performance bonus, taking
the 200 per cent cap into account.
Principles governing the PSP and assessment of target achievement for performance shares
At the beginning of each financial year, the PSP provides for a prospective quantity of so-called perform-
ance shares to be allotted to each member of the Executive Board. The number of initial (phantom)
performance shares is determined by dividing the amount of individual target remuneration (in euros) by
the average Xetra® closing price of Deutsche Börse shares over the last calendar month prior to the start
of the performance period (fair value of the performance shares). A claim on allocation of phantom perform-
ance shares will only arise upon expiry of the five-year performance period (vesting period). Target
achievement in relation to performance shares is determined on the basis of two components: firstly,
growth in net income over a five-year period, and secondly, the relative performance of Deutsche Börse's
total shareholder return (TSR) compared to the TSR of the industry benchmark STOXX® Europe 600
Financials index during the same period. The final number of phantom performance shares is multiplied
by the average Xetra closing price of Deutsche Börse shares in the last calendar month prior to the end
of the vesting period. The result of this calculation is the disbursement amount to be used for the purchase
of tradeable shares (taking into account the dividends per share paid out during the vesting period). The
disbursement takes place no later than the regular salary payment for the calendar month following
approval of Deutsche Börse AG's consolidated financial statements after the end of the respective vesting
period. The members of the Executive Board are obliged to invest the disbursement amount after tax
in Deutsche Börse AG shares.
Therefore, the PSP is variable in two dimensions:
■ The first variable is the number of performance shares, which is derived from the growth path of net
income and from the TSR of Deutsche Börse shares relative to the TSR of the reference index,
each over a five-year period. In this context, the maximum number of performance shares is capped
at 250 per cent of performance shares determined at the beginning of the vesting period.
■ The second set of variables is the development of share price and dividends during the vesting
period, with no cap applied to the share price.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Structure of the Performance Share Plan (PSP)
Individual target
remuneration
Deutsche Börse
shares¹)
120
payment for
the purchase
of shares
Assessment of net income for performance shares
Net income growth (%)
Double-digit growh
Assessment of TSR performance of Deutsche Börse shares
The TSR performance of Deutsche Börse shares is derived from Deutsche Börse AG's ranking, relative
to the constituents of the STOXX Europe 600 Financials index. Executive Board members' target
achievement may range from 0 per cent (floor) to 250 per cent (cap). A O per cent target achievement
is assumed in the event of Deutsche Börse AG's relative five-year TSR falling short of the median,
i.e. being lower than that of at least half of index constituents. Where Deutsche Börse AG's TSR has
outperformed 60 per cent of index constituents, this represents a target achievement of 100 per cent.
A target achievement of 175 per cent is reached if Deutsche Börse AG's TSR has outperformed 75 per cent
of index constituents. The 250 per cent target achievement cap is reached if Deutsche Börse AG's TSR
ranks amongst the top 20 per cent of index constituents - in other words, if it is ranked in the 80th
percentile of the index or higher. Please also refer to the ☑ chart "Assessment of the Total Shareholder
Return (TSR) of the Deutsche Börse share for performance shares".
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Assessment of the Total Shareholder Return (TSR) of the Deutsche Börse share for performance shares
Target achievement (%)
300
Deutsche Börse Group financial report 2016
200
+15
+7.5 +10
0
-10
-20
Cap
+20
+15
250
+5
300
250
200
150
Target achievement (%)
133
100
115
50
Сар
Floor
0
-10
-5
0
+7.5 +10
0
0
no max.
no max.
1,340.0
680.0
660.0
2,449.9
403.8
no max.
556.7
556.7
779.8
403.8
131
2,450.8
403.8
169.0
2,853.7 1,183.6
no max.
2,619.8
132
2015
€ thous.
€ thous.
0
no max.
1,113.4
0 1,113.4 330.0
0
831.5
748.5
748.5
748.5
748.4
701.4
0 1,402.8
418.0
560.0
831.7
0
320.0
418.0
320.0
701.4
0 1,402.8
560.0
0 1,120.0
1,402.8
0
1,120.0
831.7
831.7
28.4
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
800.0
800.0
800.0
800.0
720.0
720.0
720.0
720.0
31.7
31.7
31.7
31.5
28.5
28.5
28.5
no max.
1,686.1 1,120.0
0
no max.
290.0
no max.
2,718.4
Jeffrey Tessler
2016
2016
(min)
2016
(max)
2015
€ thous.
761.6
18.2
€ thous.
761.6
€ thous.
761.6
€ thous.
761.6
779.8
18.2
779.8
18.2
779.8
19.2
780.8
556.7
330.0
556.7
279.9
1,113.4
2,428.4
748.5
279.9
1,360.0
836.0
640.0
720.0
701.4
701.4
0
no max.
0
no max.
2,935.9
831.7
no max.
1,331.7 1,331.7
4,267.6
1,331.7
2,163.4 no max. 3,932.9
2,935.6
997.3
560.0
560.0
2,428.5
279.9
2,708.4 1,028.4
0
no max.
0
no max.
no max.
850.1
€ thous.
Deutsche Börse Group financial report 2016
279.9
6,820.3
2,774.4 33,527.3 12,737.9
2,556.6 5,222.6 1,724.3 6,128.6
6,540.4
863.9 16,766.1 2,753.6
6,048.7
67.7 3,645.4
851.7
728.8 3,184.1
682.0
3,887.9
952.0
4,035.3
753.1
6,788.9
1,617.0 22,814.8
722.4 4,497.1
654.7
719.6
290.0 209.0
209.3 403.8 169.0 2,772.6 2,101.6
2,846.6 5,431.6 1,933.6 6,532.4 2,943.4 36,299.9 14,839.5
4,839.9 1,448.4 3,866.1
851.7
682.0
952.0
376.6 6,048.7 2,017.6
376.6
2,017.6
327.3
359.8
851.7
327.3
682.0
359.8
952.0
4,663.8 3,931.4
180.1
3,751.3
6,048.7
4,431.6
232.2
720.0
650.0
257.0
full year
full year
Richard Berliand (Deputy Chairman as from 13 May 2015)
Joachim Faber (Chairman)
€ thous.
2015
20162)
€ thous.
2015
2016
Supervisory Board remuneration ¹)
135
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Remuneration paid to members of the Supervisory Board for advisory and agency services
There were no further agreements in the reporting period for advisory and agency services with
members of the Supervisory Board, or with companies that employ members of the Supervisory
Board of Deutsche Börse AG, or in which Supervisory Board members hold an interest.
560.0
516.7
-3,887.9 -728.8 -3,184.1
With the Annual General Meeting on 11 May 2016, an attendance fee was introduced. For every
meeting of the Supervisory Board or one of its committees attended by a member of the Supervisory
Board in person, be it as a member of the Board or committee or a guest, they will receive an attend-
ance fee of €1 thousand. Where two or more meetings are held on the same day or on consecutive
days, the attendance fee will only be granted once.
Supervisory Board remuneration
Deutsche Börse Group financial report 2016
134
7,105 10,154 46,393 58,410
9,706
6,595
10,752
7,148
-279.9 -290.0 -209.0 -209.3
3,212.5 2,547.8 2,555.2 2,306.6 3,039.9 2,590.5 20,396.0 13,704.1
-67.7 -3,645.4 -863.9-16,766.1 -2,753.6
-403.8 -169.0 -2,772.6 -2,101.6
3,634.8
556.7
3,719.8
680.0
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. 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 commit-
tees, 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.
€ thous.
€ thous.
€ thous.
761.6
19.2
780.8
16,593
Number of phantom shares")
3,146.6 4,259.1 3,112.6
-436.0 -1,331.7 -997.3
-548.2
7,329.3
Total remuneration (section 314 of the HGB)
less service cost
-4,578.1 -1,093.2
-1,470.6
less variable share component³)
701.4
1,300.0
plus performance shares 4)
850.1
15,1058) 8,952 12,693
819.7
436.0 1,331.7 997.3
8,048.1 2,762.9 9,467.5 4,353.0
548.2
Total remuneration (GCGC)
Service cost
2,326.9 8,135.8 3,355.7
7,499.9
Total
performance shares (5-year term)4)
1,093.2
4,578.1
1,363.0
2,200.0
share component performance bonus (50%, 3-year holding period) 4)
1,470.6
variable share component (SBP tranches 2013-2015/2012)3)5)
plus SBP tranche for the remuneration year 6)
1) Prior-year figures were adjusted due to the resignation of Reto Francioni (former Chief Executive Officer); thus, they do not match the figures published
in the previous year.
2) Ancillary benefits (other remuneration) comprise salary components such as taxable contributions towards private pensions, company car arrangements,
travel arrangements, living allowances, and expenses for tax and legal consultations.
3) Remuneration components under the remuneration system which was applicable until the end of 2015
€ thous.
761.6
18.2
779.8
24.6
674.6
674.5
748.4
748.5
24.5
28.4
28.5
650.0
650.0
€ thous.
€ thous.
€ thous.
720.0
2015¹)
2016
2015
2016
4) Remuneration components under the remuneration system which has been applicable since 2016
5) Figures for financial year 2016 refer to the 2013, 2014 and 2015 tranches of the SBP; figures for financial year 2015 refer to the 2012 tranche of the SBP.
6) Corresponds to a 100 per cent target achivement level for the 2015 phantom share bonus. For further information on the supercession of the previous SBP,
please refer to the section,,Supercession of the previous Share Bonus Plan (SBP)".
7) The number of prospective performance shares for the performance period determined at the 2016 grant date is calculated by dividing the target number
by the average share price (XetraⓇ closing price) of Deutsche Börse shares in December 2015 (€78.35)
8) The average share price (Xetra closing price) of Deutsche Börse shares was €54.27 for the calculation of the number of phantom shares in the assessment
period from August to September 2014.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
133
250.0
Gregor Pottmeyer
Jeffrey Tessler
Total
2016
€ thous.
720.0
2015
2016
2015
Hauke Stars
2016
(max)
full year
190.0
Multi-year variable remuneration
3,670.6
variable cash component (consolidated net income target, 3-year term)³)
Effective as of 1 January 2016, a new compensation system was implemented for the Executive Board
of Deutsche Börse AG. This was also approved by the Annual General Meeting on 11 May 2016. The
long-term variable compensation elements within the framework of this new compensation system are
share-based. Even though a cap is provided in relation to the number of shares which are allocated
to the members of the Executive Board, no cap is foreseen on the maximum achievable bonus amount
as the development of the share price remains uncapped. In our opinion, a cap on the achievable
amount would be inconsistent with the rationale of a share-based compensation system which aims
to achieve an adequate participation in the economic risks and chances of the company by the members
of the Executive Board.
No. 4.2.3 (2) (sentence 6) GCGC recommends that the amount of management compensation shall
be capped, both overall and for individual components. Deutsche Börse AG deviated and will deviate
from this recommendation.
2. Cap on total amount of compensations (no. 4.2.3 (2) (sentence 6) GCGC) and disclosure in the
compensation report (no. 4.2.5 (3) GCGC)
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) GCGC. As in the past,
however, the Supervisory Board reserves the right to deviate from no. 4.2.3 (4) GCGC in the future
under certain circumstances. The Supervisory Board is of the opinion that a deviation may become
necessary in extraordinary cases.
1. Agreement of severance payment caps when concluding Executive Board contracts (no. 4.2.3
(4) GCGC)
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the recommendations
of the GCGC have been met almost completely and will be met with only few deviations. For details,
please see below:
The following declaration of conformity refers to the version of the German Corporate Governance Code
(GCGC) as of 5 May 2015, published in the Federal Gazette on 12 June 2015.
"Declaration of Conformity regarding the German Corporate Governance Code in accordance with
section 161 of the German Stock Corporation Act
On 8 December 2016, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following declaration of conformity:
Declaration of conformity in accordance with section 161 of the AktG
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 Boards of Deutsche Börse AG report on the following: the decla-
ration of conformity in accordance with section 161 of the Aktiengesetz (AktG, German Stock Corpo-
ration Act), relevant information on corporate governance practices, the Executive and Supervisory
Boards' working practices and the composition and working practices of their committees, and the
quotas for women established in accordance with sections 76 (4) and 111 (5) of the AktG.
1,363.0
Corporate governance declaration
136
6) Elected to the Supervisory Board on 13 May 2015
5) Left the Supervisory Board on 11 May 2016
4) Left the Supervisory Board on 13 May 2015
3) Elected to the Supervisory Board on 11 May 2016
2) Remuneration including individual attendance fee
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
1,960.7
1,764.9
Total
Amy Yip6)
86.7
132.0
13 May-31 Dec
Deutsche Börse Group financial report 2016
137.5
2,200.0
477.0
Inflows
Fixed remuneration
Ancillary benefits²)
Total
Carsten Kengeter
CEO
(since 1 June 2015,
appointed as
at 4 Apr 2015)
Andreas Preuss
Deputy CEO
2016
2015
2016
2015
€ thous.
cash component performance bonus (50%) 4)
1,500.0
129.3
1,629.3
€ thous.
800.0
€ thous.
800.0
76.4
31.7
31.5
896.1
831.7
831.5
One-year variable remuneration
2,200.0
variable cash remuneration (individual targets)³)
476.9 1,363.0
476.9
477.0
€ thous.
819.7
143.0
full year
full year
full year
116.7
103.0
full year
full year
Craig Heimark
Richard M. Hayden 4)
1 Jan-13 May
54.2
100.0
106.0
full year
full year
Hans-Peter Gabe
100.0
David Krell4)
107.0
full year
Marion Fornoff
Karl-Heinz Flöther
137.1
142.0
full year
full year
Irmtraud Busch 4)
1 Jan-13 May
41.7
11 May - 31 Dec
Ann-Kristin Achleitner³)
89.7
175.8
full year
full year
1 Jan 13 May
full year
41.7
Johannes Witt
Martin Ulrici 4)
1 Jan-13 May
41.7
Jutta Stuhlfauth
120.0
135.0
full year
full year
166.7
166.0
full year
full year
Erhard Schipporeit
144.6
54.2
full year
140.0
125.8
Monica Mächler
56.3
1 Jan 13 May
Friedrich Merz4)
full year
41.7
Thomas Neiẞe4)
22.5
1 Jan-5 Feb
Heinz-Joachim Neubürger +
Gerhard Roggemann (Deputy Chairman until 13 May 2015)5)
1 Jan-11 May
1 Jan-13 May
2016
(min)
953.9 5,941.1
953.9
2015
50.0
800.0
Andreas Preuss
system
Defined benefit
€ thous.
€ thous.
2015
2016
as at
31 Dec 2015
€ thous.
as at
31 Dec 2016
€ thous.
as at
31 Dec 2015
%
as at
31 Dec 2016
%
€ thous.
2016
50.0
11,241.2
10,082.6
Jeffrey Tessler
Carsten Kengeter
system
Defined contribution
1,166.3
169.0
997.3
1,331.7
403.8
1,735.5
Pension expense
14,839.4
1,377.8
Total
4,756.8
5,550.2
40.0
45.0
577.8
16,791.4
Present value/defined
benefit obligation
Replacement rate
Pensionable
income
8,578
Tranche 2015
10,752
-10,752
0
Tranche 2014
-12,045
1,430
0
8,578
Hauke Stars
Tranche 2016
6,595
1,320
7,915
Tranche 2015
Total 2014 to 2016 tranches
1,000.0
7,148
Gregor Pottmeyer
Retirement benefits
The following tables contain the corresponding figures for the above-mentioned individual components
of the Executive Board's remuneration for the financial years 2016 and 2015. The remuneration awarded
to each Executive Board member in accordance with No. 4.2.5 (3) of the GCGC is shown in the tables
"Granted contributions" and "Inflows". Details disclosed in accordance with section 314 of the HGB are
shown in the "Inflows" table.
Amount of Executive Board remuneration
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Andreas Preuss
Tranche 2016
Tranche 2015
Tranche 2016
8,952
12,693
14,391
1,791
-12,693
-14,391
10,743
0
0
Total 2014 to 2016 tranches
10,743
Tranche 2014
9,706
40.0
989.2
4,637.8
(3,645.4)
130.3
130.3
(3,261.8)
Total 2)
Jeffrey Tessler
120.9
(3,184.1)
131.1
(3,887.9)
164.2
(4,578.1)
4,091.3
(2,550.2)
(total)
€ thous.
the balance sheet date
Carrying amount as at
(2,693.6)
3,558.2
(16,023.5)
1) Includes the expense recognised for the Co-Performance Investment Plan as well as the Performance Share Plan
(17,845.7)
2) Prior-year figures were adjusted due to the resignation of Reto Francioni (former Chief Executive Officer); thus, they do not match the figures published
in the previous year.
154,442
134,529
19,913
Number of
phantom shares
as at
31 Dec 2016
3,320
50,437
16,593
84,092
shares since
the grant date
120.9
on the
grant date
Number of
phantom shares
Total 2015 to 2016 tranches
Tranche 2016
Tranche 2015¹)
Carsten Kengeter
Number of phantom shares
129
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
Adjustments of
number of phantom
(3,422.8)
131.1
(4,095.1)
2,009.7
2,711.5
978.8
4,679.5
2,000.0
Total
36.0
36.0
500.0
279.9
Hauke Stars
48.0
500.0
2016
Gregor Pottmeyer
436.0
548.2
449.0
48.0
40.0
290.0
209.0
164.2
3,011.7
(2,550.2)
€ thous.
Expense recognised
(total)
Hauke Stars
Gregor Pottmeyer
Andreas Preuss
652.5
3,111.2
Carsten Kengeter¹)
2016 total expense for share-based payments
Deutsche Börse Group financial report 2016
128
127
935.3
1,037.1
209.3
(Prior-year figures in brackets)
-9,706
12,045
Tranche 2014
variable cash component (net income target, 3-year term)">
SBP (3-year term)"
share component performance bonus (50%, 3-year holding period) 2)3)
performance shares (5-year term) 2)4)
Total
Service cost
Total remuneration
Hauke Stars
2016
2016
(min)
2016
(max)
2015
€ thous.
650.0
24.5
Multi-year variable remuneration
cash component performance bonus (50%) 2)
variable cash remuneration (individual targets)"
One-year variable remuneration
2,908.1
Service cost
548.2
548.2
548.2
436.0
Total remuneration
674.5
5,677.5
0
3,344.1
1) Remuneration components under the remuneration system which was applicable until the end of 2015
2) Remuneration components under the remuneration system which has been applicable since 2016
3) The target achievement level is capped at 200 per cent. As there is no cap on the development of the share price, no maximum amount has been
specified (no max.). For further information, please refer to the corporate governance declaration.
4) Target achievement levels for net income and total shareholder return as well as for the maximum number of performance shares are all capped
at 250 per cent. As there is no cap on the development of the share price, no maximum amount can be stated (no max.). For further information,
please refer to the corporate governance declaration.
Fixed remuneration
Ancillary benefits
Total
2,177.5
€ thous.
650.0
24.5
674.5
€ thous.
650.0
24.5
674.5
2,047.2
954.0
no max.
2,224.6
209.0
2,433.6
674.5
209.0
883.5
no max.
2,224.6
209.0
no max.
0
209.3
2,433.9
Andreas Preuss
Deputy CEO
Gregor Pottmeyer
2016
2016
2016
(min)
(max)
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Remuneration report
no max.
516.7
0
650.0
24.6
674.6
516.7
0 1,033.4
300.0
300.0
no max.
516.7
1,033.4
1,033.4
0
no max.
1,250.0
600.0
650.0
516.7
0
5,129.3 1,629.3
no max.
no max.
Total 2014 to 2016 tranches
1) Includes 68,987 phantom shares of the Co-Performance Investment Plan
190,205
130
Deutsche Börse Group financial report 2016
Total
Carsten Kengeter
CEO (since 1 June 2015,
appointed as at 4 Apr 2015)
2016
€ thous.
2016
(min)
2016
(max)
2015
€ thous.
8,527
Total 2014 to 2016 tranches
0
-11,512
9,669
-9,669
0
Total 2014 to 2016 tranches
7,915
Jeffrey Tessler
Tranche 2016
€ thous.
7,105
8,527
Tranche 2015
10,154
-10,154
0
Tranche 2014
11,512
1,422
€ thous.
Granted contributions
Ancillary benefits
Multi-year variable remuneration
2,400.0
0
no max.
1,614.6
variable cash component (net income target, 3-year term) 1)
794.9
2,200.0
SBP (3-year term)"
Fixed remuneration
1,100.0
0
no max.
performance shares (5-year term) 2)4)
1,300.0
0
819.7
0
share component performance bonus (50%, 3-year holding period) 2)3)
cash component performance bonus (50%) 2)
1,100.0
Total
One-year variable remuneration
variable cash remuneration (individual targets)¹)
1,500.0
1,500.0
819.7
1,629.3
1,100.0
1,500.0
129.3
129.3
76.4
896.1
0
2,200.0
397.4
129.3
1,629.3 1,629.3
397.4
149 Shareholder representation,
transparent reporting and
communication
146 Corporate governance at
Deutsche Börse Group
146 Corporate governance and
declaration of conformity
Corporate
governance
Responsibilities
■ supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group's business strategy, and with respect to information security
■ advises on IT strategy and architecture
■ at least three members, who are elected by the Supervisory Board
150 Accounting and auditing
Composition
■ oversees monitoring of technological innovations, the provision of IT services, the technical perform-
ance and stability of the IT systems, operational IT risks, and information security services and risks
146
As early as 2010, the Executive Board adopted a voluntary target quota of 20 per cent women in middle
and senior management and 30 per cent women in junior management by 2020. These figures apply to
Deutsche Börse Group worldwide, including subsidiaries. During the 2016 reporting period, the proportion
of women remained constant in both middle and senior management while it increased slightly in junior
management.
Corporate governance report
Corporate governance means responsible corporate management and control.
Good corporate governance boosts the confidence that investors, business
partners, employees and the financial markets have in a company. As such,
it is a vital component of its long-term success.
Corporate governance and declaration of conformity
Good corporate governance and control are extremely important for Deutsche Börse Group. As required
by the German Corporate Governance Code (the Code), the Group publishes its corporate governance
report in connection with its 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 8 December 2016. This declaration is
reproduced in the corporate governance declaration and is also publicly available on the company's
website at www.deutsche-boerse.com/declconformity. The declarations of conformity for the previous
five years can also be found there.
The Executive Board and the Supervisory Board of Deutsche Börse AG have declared that the recom-
mendations of the Code were complied with almost completely in the past and continue to be complied
with subject to only a few exceptions. The Code's suggestions were and continue to be complied with
in full.
Corporate governance at Deutsche Börse Group
Women in management positions
In addition, Deutsche Börse Group complies with the statutory requirements for equal participation
of women and men in leadership positions and has established targets for Deutsche Börse AG (not
including subsidiaries). Please refer to the ☑ corporate governance declaration and the ☑ section of the
combined management report entitled "Non-financial key performance indicators - Target quotas for
women" for further information on targets for women in management positions.
Flexible upper age limit for Executive Board members
The flexible upper age limit for Executive Board members provides for appointments to run until the
end of the month in which the Executive Board member concerned turns 60. As from the month after
that, they can be reappointed for a period of one year in each case. However, the last appointment
should end at the end of the month in which the Executive Board member turns 65. When appointing
Executive Board members, the Supervisory Board aims to optimise the composition of the Executive
■ addresses fundamental strategic and business issues, as well as important projects for
Deutsche Börse Group
Deutsche Börse Group financial report 2016
■ advises the Executive Board on matters of strategic importance to the company and its affiliates
Target figures for women in management positions
■ at least five other members, who are elected by the Supervisory Board
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at ☑ www.deutsche-boerse.com/supervboard.
The individual committee chairs report to the plenary meeting about the subjects addressed, and
resolutions passed, in the committee meetings. Information on the Supervisory Board's concrete work
and meetings in the reporting period can be found in the report of the Supervisory Board.
The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the full Supervisory Board. Addition-
ally, the Supervisory Board has delegated individual decision-making powers to the committees to the
extent that this is legally permissible. The Supervisory Board had six committees during the reporting
period. Their individual responsibilities are outlined in the Supervisory Board's bylaws. The commit-
tees' rules of procedure correspond to those for the full Supervisory Board. Details of the duties and
members of the individual committees can be found online at ☑www.deutsche-boerse.com >
Investor Relations > Corporate Governance > Supervisory Board > Committees.
Supervisory Board committees and their working practices
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
The Supervisory Board has resolved a list of requirements for its composition along with concrete
goals. Detailed information on the profile for the Supervisory Board's composition can be found in the
☑corporate governance report.
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberg, German Act on
the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors),
Deutsche Börse AG's Supervisory Board and Executive Board have defined target quotas for women
on these boards and for the two management levels directly beneath the Executive Board; these quotas
apply in all cases to Deutsche Börse AG.
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. The Supervisory Board passes its
resolutions by a simple majority. If a vote is tied, the Chairman has the casting vote. In addition, the
Supervisory Board regularly reviews the efficiency of its work, discusses potential areas for improve-
ment, and resolves suitable measures where necessary.
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategi-
cally important issues. The Supervisory Board has specified measures requiring its approval in the bylaws
for the Executive Board. In addition, the Supervisory Board is responsible for appointing the members
of the Executive Board, for deciding on their total remuneration and for examining Deutsche Börse AG's
consolidated and annual financial statements. Details of the Supervisory Board's work in financial year
2016 can be found in the report of the Supervisory Board.
Deutsche Börse AG's Supervisory Board
More information on the Executive Board, its composition, and members' individual appointments and
biographies can be found at ☑www.deutsche-boerse.com/execboard.
Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has
resolved for the Executive Board. Among other things, these list issues that are reserved for the full
Executive Board, special measures requiring the approval of the Supervisory Board, and other proce-
dural details and the arrangements for passing resolutions. The Executive Board holds regular board
meetings; these are convened by the CEO, who coordinates the Executive Board's work. Any Executive
Board member can require a meeting to be convened. In accordance with its bylaws, the full Execu-
tive Board normally takes decisions on the basis of resolutions passed by a simple majority of the
members voting on them in each case. If a vote is tied, the CEO has the casting vote. The CEO also
has a right of veto, although he cannot enforce a resolution against a majority vote.
Deutsche Börse Group financial report 2016
140
The Supervisory Board consists of twelve members, two-thirds of whom are shareholder representatives
and one-third of whom are employee representatives. The term of office for shareholder and employee
representatives on the current Supervisory Board is identical. It lasts three years, and ends at the Annual
General Meeting in 2018.
At the time when the targets for Deutsche Börse AG's Supervisory Board and Executive Board were
set, 33.33 per cent of Supervisory Board members were women, while the figure for the Executive
Board was 20 per cent. In view of this, the Supervisory Board resolved on 16 June 2015 that the current
proportion of female members of the Supervisory Board (33.33 per cent) and the Executive Board
(20 per cent) should be maintained as a minimum requirement until the end of the implementation
period (30 June 2017). Following the end of the 2016 Annual General Meeting, the proportion of
women members on the Supervisory Board exceeded this minimum requirement and amounted to
41.67 per cent. The proportion of female Executive Board members remained unchanged, at 20 per cent.
The proportion of women in management positions at the two levels directly beneath Deutsche Börse AG's
Executive Board amounted to 6 per cent (level 1) and 10 per cent (level 2) on 15 September 2015,
the date when the Executive Board defined the relevant targets. At that time, the Executive Board
resolved that the then current proportions of women on these executive levels (i.e. 6 per cent for level
1 and 10 per cent for level 2) should be maintained as a minimum requirement until 30 June 2017.
As at 31 December 2016, women in management positions at these two levels accounted for 10 per cent
and 11 per cent respectively. Please refer to the “Non-financial key performance indicators - Target
female quotas adopted" section for further information on Deutsche Börse AG's targets for women in
management positions and the voluntary commitment it made as part of its non-financial key performance
indicators.
141
Responsibilities
■ persons who cannot chair the committee: the Chairman of the Supervisory Board; former members
of the company's Executive Board whose appointment ended less than two years ago
■ prerequisites for the chair of the committee: the person concerned must be independent and must have
specialist knowledge and experience of applying accounting principles and internal control processes
(financial expert)
■ at least four members, who are elected by the Supervisory Board
Composition
■ Johannes Witt
■ Monica Mächler
■ Karl-Heinz Flöther
■ Erhard Schipporeit
(Chairman)
Members
Audit Committee
Composition and responsibilities
Supervisory Board committees in 2016
Deutsche Börse Group financial report 2016
142
139
■ handles issues relating to the preparation of the annual budget and financial topics, particularly
capital management
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the areas of the company assigned
to them in the Executive Board's schedule of responsibilities independently, and are personally respon-
sible for them. In addition to the business areas, there are two functional areas of responsibility – that
of the CEO and that of the Chief Financial Officer (CFO). The business areas cover the operating areas,
such as the company's cash market activities and the derivatives business, securities settlement and
custody, information technology and the market data business. The responsibilities within the Executive
Board were reorganised effective 1 January 2016 so as to bundle areas of responsibility and related
issues, and to enhance client orientation. Apart from the existing CEO and CFO functions, the following
three divisions were established: (1) Clients, Products & Core Markets, (2) IT & Operations, Data & New
Asset Classes, and (3) Cash Market, Pre-IPO & Growth Financing. Details can be found in the "Over-
view of Deutsche Börse Group - Organisational structure" section.
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group. The Board had five
members in the reporting period. The main duties of the Executive Board include defining the Group's
corporate goals and strategic orientation, managing and monitoring the operating units, and estab-
lishing and monitoring an efficient risk management system. The Executive Board is responsible for
preparing the consolidated and annual financial statements of Deutsche Börse AG as well as for pro-
ducing financial information during the year. In addition, it must ensure compliance with legal require-
ments and official regulations.
Values
Deutsche Börse Group financial report 2016
138
137
Deutsche Börse Group demands that high standards are met not only by its management and its
employees, but also by its suppliers. The Group's code of conduct for suppliers and service providers
requires them to respect human rights and employee rights, and to comply with minimum standards.
It was amended in 2016 to implement a resolution of the Executive Board incorporating the requirements
of the UK's Modern Slavery Act, which applies to all companies doing business in the United Kingdom.
Most suppliers have signed up to these conditions, and all other key suppliers have made voluntary com-
mitments that correspond to or in fact exceed Deutsche Börse Group's standards. Service providers
and suppliers must sign up to the code or enter into an equivalent voluntary commitment before they
can do business with Deutsche Börse Group. The code is regularly reviewed in the light of current devel-
opments and amended as necessary. The code of conduct for suppliers and service providers can be
found online at www.deutsche-boerse.com > Sustainability > Set an example > Procurement
management.
Code of conduct for suppliers and service providers
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards
of the different countries in which it operates. A key way in which the Group underscores the values
which it considers important is by joining initiatives and organisations advocating generally accepted
ethical standards. Relevant memberships are as follows:
Acting responsibly means having values that are shared by all employees throughout the Group. The code
of ethics adopted by the Executive Board, which is applicable throughout the Group, lays the founda-
tions for this by setting minimum ethical and legal standards. It is binding both on members of the
Executive Board and on all other executives and employees within the Group. In addition to specifying
concrete rules, it provides general guidance as to how employees can contribute to putting the values
it sets out into practice in the course of their daily work. The aim of the code of ethics is to provide guid-
ance on working together in the company on a day-to-day basis, to help resolve any conflicts and to
resolve ethical and legal challenges. The code of ethics for Deutsche Börse Group employees can be
found at www.deutsche-boerse.com > Sustainability > Set an example > Employees > Code of ethics.
Deutsche Börse Group's global orientation means that binding policies and standards of behaviour
must apply at all of its locations around the world. The main aims of our principles for cooperation
are to ensure responsibility, respect and mutual esteem. We also adhere to these principles 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 focusing on generating
a profit, Deutsche Börse Group's business is managed in accordance with recognised standards of
social responsibility.
Conduct policies
Information on corporate governance practices
The annual declaration of conformity in accordance with section 161 of the AktG is also available
online at www.deutsche-boerse.com/declconformity. The declarations of conformity for the previous
five years can also be found there.
No. 4.2.5 (3) (subitem 1) GCGC recommends, inter alia, to present the maximum achievable compen-
sation for variable compensation components in the remuneration report. As there will be no cap in
relation to the share-based variable compensation components, the maximum achievable compensation
cannot be presented as recommended in no. 4.2.5 (3) (subitem 1) GCGC. Therefore, the deviation from
the Code results from the fact that there is no cap on the maximum achievable compensation."
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
Group-wide code of ethics
United Nations Global Compact
www.unglobalcompact.org:
This voluntary business initiative established by the United
Nations aims to achieve a more sustainable and more equitable
global economy. At the heart of the compact are ten principles
covering the areas of human rights, labour, the environment and
anti-corruption. Deutsche Börse Group has submitted annual
progress reports on its implementation of the UN Global Compact
since 2009.
Deutsche Börse AG's Executive Board
Both boards perform their duties in the interests of the company and with the aim of achieving a sustain-
able increase in value. Their actions are based on the principle of good corporate governance. As
a result, Deutsche Börse AG's Executive Board and Supervisory Board work closely together in a spirit
of mutual trust, with the Executive Board providing the Supervisory Board with comprehensive infor-
mation on the course of business in a regular and timely manner. In addition, the Executive Board
regularly informs the Supervisory Board of all issues relating to corporate planning, the company's busi-
ness performance, the risk situation and risk management, compliance, and the company's control
systems. The Chief Executive Officer (CEO) reports to the Supervisory Board without undue delay, orally
or in writing, on matters that are of special importance to the company. The company's strategic
orientation is examined in detail with the Supervisory Board and agreed with it, and implementation
of the relevant measures is discussed at regular intervals. In particular, the chairmen of the two boards
are in regular contact and discuss the company's strategy, business performance and risk manage-
ment. The Supervisory Board can also request reports 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 Deutsche Börse AG's position.
The German Stock Corporation Act enshrines the dual board system – which assigns separate, inde-
pendent responsibilities to the Executive Board and the Supervisory Board - as a fundamental principle.
These responsibilities are set out in detail in the following sections.
-
Executive Board and Supervisory Board working practices
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. This comprises the legal
requirements, the recommendations of the German Corporate Governance Code, international regulations
and recommendations, and other company-specific policies, among other things. The executives
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. Equally, the
Group has an enterprise-wide risk management system that covers, and provides mandatory rules for,
functions, processes and responsibilities. Details of the internal control system and risk management
at Deutsche Börse Group can be found in the ☑“Internal management” and “Risk report" sections.
Risk and control management policies
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 such information submitted by phone or e-mail.
Whistleblowers' identities are not revealed to Deutsche Börse Group.
Whistleblowing system
Deutsche Börse Group's pivotal role in the financial sector requires that it handles information, and
especially sensitive data and facts, responsibly. A number of rules are in force in the Group to ensure
that employees comply with this. These cover both legal requirements and special policies applicable
to the relevant industry segments, such as the whistleblowing system and risk and control manage-
ment policies.
Sector-specific policies
The German Sustainability Code ☑www.nachhaltigkeitsrat.de/
en/home: The German Council for Sustainable Development
formally adopts the German Sustainability Code and recom-
mends that the political and business communities make exten-
sive use of this voluntary instrument. Deutsche Börse Group
has published an annual declaration of conformity with the
German Sustainability Code since 2011.
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 employers
to jointly shape policies and programmes. Deutsche Börse Group
has signed up to the ILO's labour standards and hence agreed
to abide by them.
Diversity Charter ☑www.diversity-charter.com: As a signatory
to the Diversity Charter, the company has 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.
-
Responsibilities
■ handles issues relating to the adequacy and effectiveness of the company's control systems,
and in particular to risk management, compliance and internal auditing
■ handles accounting issues, including the oversight of the accounting and reporting process
Deutsche Börse Group financial report 2016
144
143
■ discusses the annual reports on significant risks and on the risk management systems at regulated
Group entities, to the extent legally permissible
oversees monitoring of the Group's operational, financial and business risks
■ takes note of and reviews the periodic risk management and compliance reports
Strategy Committee
■ reviews the risk management framework, including the overall risk strategy and risk appetite,
and the risk roadmap
■ at least four members, who are elected by the Supervisory Board
Composition
■ Jutta Stuhlfauth
■Erhard Schipporeit
■ Monica Mächler
■Richard Berliand
(Chairman)
Responsibilities
Members
■ Joachim Faber
(Chairman)
■ Ann-Kristin Achleitner
chairman of the Supervisory Board as committee chairman
Composition
■ Johannes Witt
■ Craig Heimark
■ Karl-Heinz Flöther
■Richard Berliand
(Chairman)
Members
Technology Committee
■ Amy Yip
■ Jutta Stuhlfauth
(until 11 May 2016)
■ Gerhard Roggemann
■ Hans-Peter Gabe
■ Richard Berliand
(since 11 May 2016)
Members
■ audit reports
Risk Committee
■ approves the grant or revocation of general powers of attorney
■ Gerhard Roggemann
(until 11 May 2016)
■ Amy Yip
■ Ann-Kristin Achleitner
(since 11 May 2016)
■ Joachim Faber
(Chairman)
Members
Nomination Committee
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Corporate governance declaration
Composition
with section 161 of the AktG, and the corporate governance declaration in accordance with section
289a of the HGB
■ issues the engagement letter to the auditor, including in particular the review or audit of half-yearly
financial reports, and determines the areas of emphasis for the audit and the audit fee
■ non-audit services provided by the auditor
■ ensures the obligatory independence of the external auditors
■ prepares the Supervisory Board's recommendation to the Annual General Meeting on the election
of the auditor of the annual financial statements, the consolidated financial statements and the
half-yearly financial report, to the extent that the latter is audited or reviewed by an auditor, and
makes corresponding recommendations to the Supervisory Board
■ examines the annual financial statements, the consolidated financial statements and the combined
management report, discusses the audit report with the auditor and prepares the Supervisory Board's
resolutions adopting the annual financial statements and approving the consolidated financial
statements, as well as the resolution on the Executive Board's proposal on the appropriation of the
unappropriated surplus
■ half-yearly financial report and any quarterly financial reports, if applicable
■ prepares the Supervisory Board's resolution approving the declaration of conformity in accordance
■ the Chairman of the Personnel Committee also chairs the Nomination Committee
■ at least two other members (solely shareholder representatives who are also members of the Personnel
Committee)
Responsibilities
■ approves appointments of members of Deutsche Börse AG's Executive Board to other executive boards,
supervisory boards, advisory boards and similar boards, as well as honorary appointments and sideline
activities, and approves any exemptions from the requirement to obtain approval
■ addresses succession planning for the Executive Board
■ handles issues relating to the contracts of service for Executive Board members, and in particular
to the structure and amount of their remuneration
Responsibilities
■ at least three other members, who are elected by the Supervisory Board and one of whom must be
an employee representative
■ chairman of the Supervisory Board as committee chairman
Composition
(until 11 May 2016)
■ Amy Yip
■ Marion Fornoff
■Gerhard Roggemann
■ Ann-Kristin Achleitner
(since 11 May 2016)
(Chairman)
■ Joachim Faber
Members
Personnel Committee
■ proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's election
proposal to the Annual General Meeting
■ approves cases in which the Executive Board grants employees retirement pensions or other individually
negotiated retirement benefits, or proposes to enter into works agreements establishing pension plans
Property, plant and equipment
Other non-cash (income) / expense
18.2
6.81
34
0.29
2.94
3.31
3.87
3.60
6.81
34
35.7
25.5
665.5
1,272.7
701.2
1,298.2
52.2
550.6
6
4.6
6.1
9
-79.2
-63.6
3.60
1,033.6
10
-1.5
-284.5
747.6
-1.6
-227.5
649.0
2
878.1
3.87
3.31
2.94
-27.3
3.2
10, 20
7.8
-0.1
-19.5
701.2
3.1
Exchange rate differences from continuing operations
20
-3.8
5.2
Other comprehensive income from investments using the equity method
-0.6
Items that may be reclassified subsequently to profit or loss:
-1.5
935.6
1,298.2
€m
0.29
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
153
Consolidated statement of comprehensive income
Consolidated statement of comprehensive
income
€m
for the period 1 January to 31 December 2016
Items that will not be reclassified to profit or loss:
Changes from defined benefit obligations
Deferred taxes
(restated)
Note
2016
2015¹)
Net profit for the period reported in consolidated income statement
0.6
1,108.2
8
-285.2
4
Volume-related costs
2,494.1
2,673.9
23.6
32.6
4
50.6
84.0
4
2,419.9
2,557.3
4
2015¹)
€m
€m
2016
Consolidated balance sheet disclosures
257 Other disclosures
287 Responsibility statement by the
Executive Board
288 Auditor's report
152
Deutsche Börse Group financial report 2016
-273.8
Consolidated income statement
Sales revenue
Net interest income from banking business
Other operating income
Total revenue
(restated)
Note
for the period 1 January to 31 December 2016
Net revenue (total revenue less volume-related costs)
2,388.7
2,220.3
Earnings per share (diluted) (€)
from continuing operations
from discontinued operations
1) See note 2.
5
-585.7
-599.7
from discontinued operations
11, 12
- 119.0
6
-600.7
-564.5
-1,317.4
-1,283.2
-131.0
36.9
from continuing operations
Net profit for the period attributable to Deutsche Börse AG shareholders
Net profit for the period attributable to non-controlling interests
Staff costs
Depreciation, amortisation and impairment losses
Other operating expenses
Operating costs
Result from equity investments
Earnings before interest and tax (EBIT)
Earnings per share (basic) (€)
Financial income
Earnings before tax (EBT)
Other tax
Income tax expense
Net profit for the period from continuing operations
Net profit for the period from discontinued operations
Net profit for the period
Financial expense
Consolidated income statement disclosures
Exchange rate differences from discontinued operations
-200.7
Receivables and securities from banking business
Other financial instruments
Other loans¹)
Note
31 Dec 2016
€m
31 Dec 2015
€m
11
203.8
2,721.1
188.9
859.9
225.4
2,898.8
152.5
1,356.3
3,973.7
4,633.0
12
35.9
40.3
2,309.0
1,920.9
0.2
32.3
219.4
2,018.6
38.5
Other equity investments
34.3
255.4
1,604.8
26.0
0.4
109.7
113.5
0.7
2.2
68.7
75.4
13
Investments in associates and joint ventures
Financial assets
Payments on account and construction in progress
629.8
497.1
111.5
154
Deutsche Börse Group financial report 2016
Consolidated balance sheet
766.3
as at 31 December 2016
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Payments on account and assets under development
Other intangible assets
Assets
Financial instruments held by central counterparties
36.1
741.3
Computer hardware, operating and office equipment
Other comprehensive income after tax
-9.9
76.2
Total comprehensive income
thereof Deutsche Börse AG shareholders
24.9
thereof non-controlling interests
thereof continuing operations
thereof discontinuing operations
1) See note 2
1,288.3
777.4
1,263.4
Total comprehensive income attributable to the shareholders of Deutsche Börse AG
20
15
7,175.2
151,904.4
711.1
165,688.9
Total assets
163,844.8
180,075.8
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated balance sheet
Equity and liabilities
Note
31 Dec 2016
€m
31 Dec 2015
€m
EQUITY
Subscribed capital
Share premium
Treasury shares
73.1
9.6
-64.9
124.2
Remeasurement of cash flow hedges
2.7
2.8
Remeasurement of other financial instruments
105.7
26,870.0
8.6
Deferred taxes from discontinued operations
10, 20
-40.9
-3.4
10, 20
147.2
Deferred taxes from continuing operations
27,777.6
1,458.1
19
Total current assets
Receivables and securities from banking business
107,909.6
15
Financial instruments held by central counterparties
148.3
14,386.9
11,940.4
16
11.7
10
Receivables and other current assets
CURRENT ASSETS
Total non-current assets
Deferred tax assets
Other non-current assets
13.2
62.5
5,856.6
Trade receivables
Receivables from related parties
Other cash and bank balances
Restricted bank balances
1,022.3
138,107.8
122,668.7
514.2
18
17
Other current assets
107.6
Income tax assets²)
4.7
554.1
126,289.6
10,142.9
13,465.5
669.8
2.0
94.2
-14.7
Basis of preparation
194
2015
€m
€m
Net profit for the period
1,298.2
701.2
Depreciation, amortisation and impairment losses
11, 12
135.3
-1,506.1
1,351.1
76.1
-848.8
33
-386.8
-420.1
2,100.0
33
578.5
-1,592.3
3.8
-15.9
202.8
-717.5
2016
0
-321.6
- 150.5
0
-495.0
1,089.5
-2,065.0
400.0
3.6
Note
for the period 1 January to 31 December 2016
Consolidated cash flow statement
1.8
11,681.4
42.2
372.8
0.1
471.2
3.6
Total current liabilities
Other current liabilities
Cash deposits by market participants
29
Liabilities to related parties
Other bank loans and overdrafts
13,840.3
28
Liabilities from banking business
126,006.5
107,479.4
Trade payables
0
30
26,869.0
Deutsche Börse Group financial report 2016
156
155
3) Thereof income tax expense: €231.9 million (2015: €290.5 million)
section 37 (5) of the Körperschaftsteuergesetz (KStG, the German Corporation Tax Act)
1) Thereof €0.4 million (31 December 2015: €0.1 million) receivable from related parties
2) Thereof €2.3 million (31 December 2015: €4.6 million) with a remaining maturity of more than one year from corporation tax credits in accordance with
27,777.6
525.7
150,550.5
180,075.8
176,380.7
159,220.3
Total equity and liabilities
Total liabilities
165,795.3
330.4
163,844.8
15
-169.7
208.3
0
-414.6
465.3
-371.9
299.5
796.6
856.6
Changes in receivables from CCP positions
Changes in liabilities from CCP positions
Cash flows from operating activities excluding CCP positions
3.2
-563.0
Net (gain) loss on disposal of non-current assets
-5.5
2.5
Increase (decrease) in non-current liabilities
-7.7
276.9
Deferred tax (income)/expense
10
-2.9
3.2
Fixtures and fittings
-52.3
Cash flows from operating activities
7.0
56.0
-79.9
Increase in receivables and other assets
-223.4
-66.7
Increase (decrease) in current liabilities
Changes in working capital, net of non-cash items:
33
1,621.4
10.1
Cash flows from financing activities
Net change in cash and cash equivalents
-115.1
-49.8
-112.2
-42.3
-178.9
Proceeds from short-term financing
Dividends paid
-815.5
-14.1
-3.9
-641.5
917.4
-5.3
0.3
-5.0
-136.5
149.9
0.1
Repayment of short-term financing
Repayment of long-term financing
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 and joint ventures
Payments
acquire subsidiaries, net of cash acquired
Proceeds from long-term financing
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Proceeds from the disposal of shares in associates and joint ventures
Proceeds from disposals of available-for-sale non-current financial instruments
Proceeds from disposals of other non-current assets
Cash flows from investing activities
Proceeds from sale of treasury shares
Payments to non-controlling interests
Proceeds from non-controlling interests
Net increase in current receivables and securities from banking business with an
original term greater than three months
205
Financial instruments held by central counterparties
316.7
+
+
Erhard Schipporeit
+
+
Monica Mächler
+
+
Craig Heimark
+
+
Karl-Heinz Flöther
+
+
Ann-Kristin Achleitner
(Deputy Chairman)
+
■ information technology, and the clearing and settlement
business
■regulatory requirements
Supervisory Board members' company-specific qualifications
Exchange and capital
market business
models
Accounting, finance,
risk management and
compliance
+
Amy Yip
Information technology,
and the clearing and
settlement business
+
Joachim Faber (Chairman)
+
Richard Berliand
+
+
Regulatory
requirements
+
+
147
Shareholders exercise their rights at the AGM. In the spirit of good corporate governance, Deutsche Börse AG
aims to make it as easy as possible for shareholders to exercise their shareholder rights. For instance,
Deutsche Börse AG shareholders may follow the AGM over the internet, and they can be represented
at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise voting rights solely
in accordance with shareholders' instructions. Additionally, shareholders may exercise their voting rights
by post or online. Among other things, the AGM elects the shareholder representatives to the Supervi-
sory Board and resolves to approve the actions of the Executive Board and the Supervisory Board.
It also passes resolutions on the appropriation of the unappropriated surplus, resolves on capitalisation
measures and approves intercompany agreements and amendments to Deutsche Börse AG's Articles
of Association. AGMS - at which the Executive Board and the Supervisory Board give an account for
the past financial year take place once a year.
To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders'
associations, the media and interested members of the public of key events such as the date of the
AGM or publication dates for financial performance indicators. Ad-hoc disclosures, information on
directors' dealings and voting rights notifications, corporate reports and interim reports, and company
news can all be found on the ☑www.deutsche-boerse.com website. Deutsche Börse AG provides
information about its consolidated and annual financial statements at an annual press briefing. It also
offers conference calls for analysts and investors following the publication of the interim reports.
Furthermore, when outlining its strategy and providing information to everyone who is interested it
abides by the principle that all target groups worldwide must be informed at the same time.
Additionally, Deutsche Börse AG submitted a Communication on Progress for 2016 for the UN Global
Compact. This voluntary business initiative established by the United Nations aims to achieve a more
sustainable and more equitable global economy. At the heart of the compact are ten principles covering
the areas of human rights, labour, the environment and anti-corruption. Good corporate governance is
one of Deutsche Börse Group's core concerns, which is why it has complied with the Global Compact's
principles for many years. Public records of this have been available since the company officially joined
the initiative in 2009: ☑www.deutsche-boerse.com > Sustainability > Our responsibility > UN Global
Compact.
149
150
Deutsche Börse Group financial report 2016
Shareholder representation, transparent reporting and communication
Accounting and auditing
Consolidated financial
statements/notes
152 Consolidated financial statements
160 Notes to the consolidated
financial statements
160
Deutsche Börse AG's corporate report provides shareholders and interested members of the public
with detailed information on Deutsche Börse Group's business performance in the year under review.
Additional information is published in its half-yearly financial report and two quarterly statements.
The annual financial statement documents and the corporate report are published within 90 days of
the end of the financial year (31 December); intrayear financial information (the half-yearly financial
report and two quarterly statements) is made available within 45 days of the end of the relevant quarter
or six-month period. Following preparations by the Audit Committee, the consolidated and annual
financial statements are discussed by the full Supervisory Board and with the auditor, examined and
then approved. The Executive Board discusses the half-yearly report and the quarterly statements
for the first and third quarters with the Supervisory Board's Audit Committee prior to their publication.
The half-yearly report is reviewed by the auditor. In line with the proposal by the Supervisory Board,
the 2016 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (KPMG) to audit its 2016
annual and consolidated financial statements and to review its half-yearly financial report in the year
under review. The lead auditor, Karl Braun, has been responsible for the audit since 2011 and the deputy
lead auditor, Andreas Dielehner, since 2013. The Supervisory Board's proposal was based on the
recommendation by the Audit Committee. The Audit Committee obtained the necessary statement of
independence from KPMG before the election. This states that there are no personal, business, finan-
cial or other relationships between the auditor, 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 auditor's independence. The Audit Committee checked that this contin-
ued to be the case during the reporting period. It also oversaw the financial reporting process in 2016.
The Supervisory Board was informed in a timely manner of the committee's work and the insights gained;
there were no material findings. Information on audit services and fees is provided in ☑note 6 of the
notes to the consolidated financial statements.
■ accounting, finance, risk management and compliance
Executive and Supervisory Boards | Management report Governance Financial statements
Corporate governance report
Efficiency review of the Supervisory Board's work
148
Deutsche Börse Group financial report 2016
Independence
According to section 5.4.2 of the Code, a Supervisory Board member cannot 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 a controlling shareholder which may cause
a substantial and not merely temporary conflict of interests. The Supervisory Board has resolved that
at least half of its shareholder representatives should be independent as defined above. Currently, all
shareholder representatives are considered independent.
Female representation and international profile
The Supervisory Board consists of twelve members. Since the 2016 Annual General Meeting (AGM),
five of these (41.67 per cent) have been women - three shareholder representatives and two employee
representatives. As a result, the Supervisory Board has exceeded its own minimum target quota for
female membership of 33.33 per cent. In addition, four Supervisory Board members are not German
citizens, a fact that provides for adequate international representation. This means the Supervisory
Board has achieved its objective of ensuring that the Group's international profile continues to be reflected
in the Board's composition.
Deutsche Börse AG regards regular reviews of the efficiency of the Supervisory Board's work, which are
required under section 5.6 of the Code, as a key component of good corporate governance. The 2016
efficiency review was conducted with external support, and focused on the following areas: the tasks
and composition of the Supervisory Board, cooperation within the Supervisory Board and with the
Executive Board, the provision of information, Supervisory Board meetings and the work performed by
the committees. The review yielded positive results overall. Proposals for improvement were discussed
and measures to implement them were introduced.
Flexible upper age limit and length of membership
The composition of Deutsche Börse AG's Supervisory Board reflects the goals described above. Please
see www.deutsche-boerse.com/supervboard for further information on the members of the Supervisory
Board and its committees.
Election of a shareholder representative to the Supervisory Board
Gerhard Roggemann resigned as a shareholder representative on Deutsche Börse AG's Supervisory
Board effective from the end of the AGM on 11 May 2016; Ann-Kristin Achleitner was elected as
a new shareholder representative by the AGM. Prof. Achleitner has particular expertise in the areas
of regulatory affairs and capital markets.
Education and training measures for the Supervisory Board
As a matter of 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 section
5.4.5 (2) of the Code to appropriately support the training and further education of Supervisory Board
members. For example, the company offers special introductory seminars for new Supervisory Board
members and holds workshops on selected strategic issues and, where necessary, specialist topics.
The rules set out by the Supervisory Board in its bylaws specifying a flexible upper age limit (generally
70) are taken into account when candidates are proposed to the AGM. Additionally, the Supervisory
Board's bylaws lay down a regular maximum membership period of twelve years, and the Supervisory
Board should also consider this when making proposals.
174.5
■ exchange and capital market business models
Company-specific qualifications
167.9
140.7
Other non-current provisions
23, 24
117.0
131.7
Deferred tax liabilities
10
235.7
581.3
Interest-bearing liabilities
25
2,284.7
2,546.5
Financial instruments held by central counterparties
Other non-current liabilities
15
274.3
178.3
23, 27
Other current provisions
26
Tax provisions³)
CURRENT LIABILITIES
22
10,585.4
8,669.8
Total non-current liabilities
10.0
7.9
7,175.2
5,856.6
143.7
Provisions for pensions and other employee benefits
NON-CURRENT LIABILITIES
3,695.1
Revaluation surplus
Executive and Supervisory Boards | Management report Governance Financial statements
Corporate governance report
Board as a whole in the interests of the company. Experience, sector-specific expertise, and personal
and professional qualifications play an important role here. Depending on the Executive Board position
to be filled, it is not only the range and depth of the specific experience required that matter, but also
whether this experience is up to date. The wording of the flexible upper age limit has deliberately been
loosely formulated so as not to restrict the Supervisory Board's flexibility when deciding on appointments.
Objectives for the Supervisory Board's composition
The Supervisory Board has resolved a list of requirements that set out concrete objectives for the com-
position of the Board and in particular for the nomination of new members, as required by section 5.4.1
of the Code:
Required qualifications
Accumulated profit
Members of the Supervisory Board should have the knowledge, skills and professional experience ne-
cessary to carry out the duties of a Supervisory Board member at an international company. The Super-
visory Board has defined the general (basic) and company-specific qualifications that are required for
this. The company-specific requirements are derived from the company's business model, its concrete
objectives, and specific regulations applicable to Deutsche Börse Group. In addition, members should
have enough time available to perform their duties.
Basic qualification requirements
Ideally, all Supervisory Board members must have the
following basic qualifications:
■ understanding of business issues
■ basic knowledge and understanding of the German
corporate governance system
■ analytical and strategic abilities
■ integrity and suitability of character for the position
Qualification requirements for members of the Supervisory Board of Deutsche Börse AG
The company-specific qualifications relate to the Supervisory
Board as a whole. Sound knowledge of the following in particular
is required:
Shareholders' equity
Total equity
4,624.5
139.0
142.2
3,556.1
4,482.3
2,357.9
Non-controlling interests
3,231.4
41.5
-315.5
-311.4
193.0
1,326.0
193.0
1,327.8
20
-5.3
(Decrease)/increase in non-current provisions
24,805
16,9876)
Eurex Zürich AG
European Energy Exchange AG
Domicile
Zurich, Switzerland
Zurich, Switzerland
Equity interest
as at 31 Dec
2016
direct/(indirect)
%
Eurex Global Derivatives AG
100.00
Leipzig, Germany
(62.91)³)
Agricultural Commodity Exchange GmbH
Leipzig, Germany
(62.91)
APX Shipping B.V.
Cleartrade Exchange Pte. Limited
(100.00)²)
Company
Fully consolidated subsidiaries (part 2)
Deutsche Börse Group financial report 2016
2013
€
3,600
€
100
10,785
7,000
12,888
3,560
344
2001
16,063
12,658
4,2374)
2001
6) Consists of interest and commission results due to business operations
7) Thereof income from profit-pooling agreements with their subsidiaries amounting to €6,446 thousand (including €4,237 thousand for Eurex Repo GmbH and
€2,209 thousand for Eurex Clearing AG)
166
Amsterdam, Netherlands
1
(62.91)
(62.91)
Eurex Services GmbH (dormant)
Leipzig, Germany
(62.91)
Leipzig, Germany
(62.91)
Prague, Czech Republic
(41.94)
PEGAS CEGH Gas Exchange Services GmbH
Paris, France
Paris, France
(28.97)6)
London, United Kingdom
(28.97)
Amsterdam, Netherlands
(28.97)
Brussels, Belgium
(55.19)
Gaspoint Nordic A/S
JV Epex-Soops B.V.
EPEX SPOT Schweiz AG
EEX Link GmbH
Leipzig, Germany
(62.91)
European Commodity Clearing AG
Leipzig, Germany
(62.91)
European Commodity Clearing Luxembourg S.à r.l.
Luxembourg, Luxembourg
(62.91)
EEX Power Derivatives GmbH
Global Environmental Exchange GmbH
Power Exchange Central Europe a.s.
Powernext SA
EPEX SPOT SE
APX Commodities Ltd.
EPEX Netherlands B.V.
EPEX SPOT Belgium S.A.8)
Singapore, Singapore
(28.97)
37
79
165
Basis of preparation
Ordinary share
Currency
capital
thousand
Equity¹)
thousand
Total assets
thousand
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Sales revenue
2016
thousand
Initially
consolidated
US$
9,911
23,049
24,262
13,877
149
Net profit/loss
2016
thousand
5) Preliminary figures
4) Before profit transfer or loss absorption
3) Assam SellerCo Service, Inc. is part of the Assam SellerCo, Inc. subgroup.
100.00
Frankfurt/Main, Germany
100.00
Prague, Czech Republic
100.00
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(79.44)
Frankfurt/Main, Germany
(100.00)
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 27 July 2016: Market News International Inc.
2009
90
US$
n.a.
236,9745)
40,0035)
4005)
US$
0
23
1,3195)
4795)
3,0045)
15,6135)
6065)
2006
512,630"
1998
2,2094)
1998
€
25
61,7015)
-13
-9425)
16 Mar 2016
7,0205)
n.a.
1 Jan 2015
2000
€
25
CZK
2005)
177
259,3265)
€
6,000
€
25,000
364,813
201
448,1485)
1,876,080
25,714,767
0
16
16 July 2015
1,023,3775)
n.a.
Chicago, USA
Bern, Switzerland
Amsterdam, Netherlands
25,000
€
169,8495)
6,1295)
3,6005)
€
49,0005)
JPY
346,133
2002
496,1725) 6)
2002
188,005
66,915
2007
167,1734)
33
172,0845)
205,9095)
8,5025)
1,513,678
174,2225)
20,0415)
168,771
110,557
30,000
€
13,490
319,5595)
195,1135)
160,2005)
CZK
9,870
6,211
€
2002
47,517
2010
5485)
8,8725)
286,1956)
2009
2,454,949
1,180,353
14,686,2615)
25,414
472,7605)
232,902
1,193,4985)
€
0
0
2,098
2,098
0
US$
2011
2009
162
1,626
1,745
1,301
CNY
2009
n.a.
n.a.
3,549
€
140
13,168
1,103,930
25,000
€
2,285,314
101,000
€
2013
-93
0
265
171
50
€
2013
3,972
19,004
17,182
92,0005)
(28.97)
1,823
11,4805)
78.729)
Frankfurt/Main, Germany
100.00
Singapore, Singapore
(100.00)
New York, USA
(100.00)
Berlin, Germany
360 Trading Networks LLC
Finbird Limited
ThreeSixty Trading Networks (India) Pte. Ltd.
Dubai, United Arab Emirates (UAE)
(100.00)
Frankfurt/Main, Germany
(100.00)
Jerusalem, Israel
Finbird GmbH
(100.00)
Sydney, Australia
100.00
(17.38)
Brøndby, Denmark
(55.19)
Vienna, Austria
(28.14)
Frankfurt/Main, Germany
100.00
Finnovation S.A.
Luxembourg, Luxembourg
100.00
Impendium Systems Ltd
STOXX Ltd.
STOXX Australia Pty Limited
Tradegate Exchange GmbH
360 Treasury Systems AG
360T Asia Pacific Pte. Ltd.
360 Trading Networks Inc.
London, United Kingdom
100.00
Zurich, Switzerland
(100.00)
2014
Mumbai, India
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
1765)
1,1055)
10,4335)
10,3975)
10,0005)
€
2013
2013
-4,5535)
16,1245)
15,2375)
20,0005)
€
2002
5,910
2008
965)
€
5,0005)
4725)
2) Thereof 50 per cent directly and 50 per cent indirectly held via Eurex Global Derivatives AG
3) Voting rights
4) Thereof income and expense from profit-pooling agreements with their subsidiaries amounting to a total of €71,474 thousand
5) Before profit transfer or loss absorption
6) Thereof 6.72 per cent indirectly and 22.21 per cent directly held via Powernext SA
7) Preliminary figures
8) Until 1 October 2016: Belpex SA
9) Thereof 3.72 per cent indirectly held via Tradegate AG Wertpapierhandelsbank
10) Numbers based on the divergent financial year from 1 April 2015 to 31 March 2016.
S$
12
25
€
2013
-2,0605)
05)
1,1305)
(100.00)
100.00
1,635,692
100.00
20
Balance as at 1 January
2,357.9
2,446.6
Dividends paid
21
-420.1
Accumulated profit
Singapore, Singapore
0
Acquisition of the interest of non-controlling
shareholders in STOXX Ltd.
0
-428.0
0
0
0
-5.3
41.5
Balance as at 31 December
Remeasurement of other financial instruments
105.7
8.6
105.7
8.6
Remeasurement of cash flow hedges
2.7
2.8
2.7
2.8
Deferred taxes
10
10
-34.3
-4.0
-34.3
-4.0
Net profit for the period attributable to
3.2
Deutsche Börse AG shareholders
665.5
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated statement of changes in equity
159
Shareholders' equity (brought forward)
thereof included in total
comprehensive income
Note
2016
€m
741.3
2015
2016
€m
2015
€m
4,482.3
3,556.1
1,263.4
741.3
Non-controlling interests
€m
1,263.4
3,556.1
4,482.3
1,272.7
665.5
Exchange rate differences and other
adjustments
Deferred taxes
Balance as at 31 December
10
-127.5
148.4
125.0
-204.5
129.6
-64.4
148.4
-64.4
3,231.4
2,357.9
Shareholders' equity as at 31 December
1,272.7
-27.3
3.2
-27.3
-4.8
-68.5
-1,579.4
252.0
7.5
205.5
7.3
-257.5
-192.8
-277.8
-146.9
-207.7
Deutsche Börse Group financial report 2016
Consolidated statement of changes in equity
for the period 1 January to 31 December 2016
Subscribed capital
Balance as at 1 January
Balance as at 31 December
Note
158
33
-1,579.4
81.4
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Consolidated cash flow statement
157
Net change in cash and cash equivalents (brought forward)
Effect of exchange rate differences
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Additional information on cash inflows and outflows contained in cash flows from
operating activities:
Interest-similar income received
Dividends received
Interest paid
Income tax paid
Note
2016
€m
2015
€m
1,351.1
-1,506.1
2016
€m
2015
€m
193.0
124.4
4.1
3.1
-311.4
-315.5
thereof included in total
comprehensive income
2016
€m
2015
€m
Revaluation surplus
20
Balance as at 1 January
-5.3
-15.9
Changes from defined benefit obligations
22
0
Balance as at 1 January
-443.0
Balance as at 31 December
193.0
193.0
193.0
Share premium
Balance as at 1 January
1,326.0
1,249.0
Sale of treasury shares
1.8
77.0
Balance as at 31 December
1,327.8
1,326.0
Treasury shares
Balance as at 1 January
Placement of treasury shares
Sales under the Group Share Plan
-315.5
139.0
-386.8
Acquisition of the interest of non-controlling
Clearstream Global Securities Services Limited
Clearstream Operations Prague s.r.o.
Clearstream Services S.A.
Deutsche Boerse Asia Holding Pte. Ltd.
Domicile
New York, USA
New York, USA
Clearstream Banking AG
Eurex Clearing Asia Pte. Ltd.
DB1 Ventures GmbH
Deutsche Boerse Market Data+Services Singapore Pte. Ltd.
Deutsche Boerse Systems Inc.
Deutsche Börse Photography Foundation gGmbH
Deutsche Börse Services s.r.o.
Eurex Frankfurt AG
Eurex Clearing AG
Eurex Exchange Asia Pte. Ltd.
REGIS-TR S.A.
Clearstream Banking Japan, Ltd.
Clearstream Banking S.A.
IFRIC 22 "Foreign Currency Transactions and Advance Consideration" (December 2016)
This interpretation aims to clarify the accounting for transactions that include the receipt or payment
of advance consideration in a foreign currency. IFRIC 22 must be applied for financial years beginning
on or after 1 January 2018; earlier application is permitted. This interpretation has not yet been
adopted by the EU.
164
Deutsche Börse Group financial report 2016
2. Basis of consolidation
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at 31 Decem-
ber 2016 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.
Fully consolidated subsidiaries (part 1)
Company
Assam SellerCo, Inc. 2)
Assam SellerCo Service, Inc. 3)
MNI Financial and Economic Information (Beijing) Co. Ltd.
Need to Know News, LLC
Börse Frankfurt Zertifikate AG
Börse Frankfurt Zertifikate Holding S.A. in liquidation
Clearstream Holding AG
Clearstream International S.A.
Eurex Clearing Security Trustee GmbH
Amendments resulting from the “Annual Improvements Project 2014–2016” (December 2016)
Amendments affecting the standards IFRS 1, IFRS 12 and IAS 28. Amendments to IFRS 1 and IAS 28
must be applied for financial years beginning on or after 1 January 2018; amendments to IFRS 12 must
be applied for financial years beginning on or after 1 January 2017. The amendments have not yet
been adopted by the EU.
Eurex Bonds GmbH
Equity interest
as at 31 Dec
2016
(50.00)
Frankfurt/Main, Germany
(100.00)
Cork, Ireland
(100.00)
Prague, Czech Republic
(100.00)
Luxembourg, Luxembourg
Luxembourg, Luxembourg
Singapore, Singapore
100.00
Singapore, Singapore
(100.00)
Singapore, Singapore
(100.00)
Frankfurt/Main, Germany
(100.00)
(100.00)
Tokyo, Japan
(100.00)
direct/(indirect)
%
100.00
(100.00)
Beijing, China
(100.00)
Chicago, USA
322.4
Frankfurt/Main, Germany
100.00
Luxembourg, Luxembourg
100.00
Frankfurt/Main, Germany
100.00
Luxembourg, Luxembourg
(100.00)
Luxembourg, Luxembourg
Eurex Repo GmbH
The amendments clarify the conditions for transfers to, or from, investment property classification. More
specifically, the question was whether a property under construction or development that was previously
classified as inventory could be transferred to investment property when there was an evident change in
use. The amendments must be applied for financial years beginning on or after 1 January 2018; earlier
application is permitted. The amendments have not yet been adopted by the EU.
(100.00)
Deutsche Börse Group's internal project for the assessment of implications from IFRS 16 was initiated
in the fourth quarter of 2016. The project has not yet delivered any detailed findings. However, we
expect the right-of-use approach to have a significant effect on the balance sheet structure and the
respective key figures.
Total non-controlling interests
as at 31 December
142.2
139.0
24.9
36.1
Total equity as at 31 December
4,624.5
3,695.1
1,288.3
777.4
160
Deutsche Börse Group financial report 2016
Notes to the consolidated financial statements
Basis of preparation
1. General principles
Company information
Deutsche Börse AG ("the company") is incorporated as a German public limited company ("Kapitalgesell-
schaft") and is domiciled in Germany. The company's registered office is in Frankfurt/Main. Deutsche
Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG and its subsidiaries
operate cash and derivatives markets. Its business areas range from pre-IPO and growth financing
services, the admission of securities to listing, through trading, clearing and settlement, down to custody
of securities. Furthermore, IT services are provided and market data distributed. For details regarding
internal organisation and reporting see note 35.
0.4
Basis of reporting
-0.6
-0.7
Amendments to IAS 40 "Transfers of Investment Property" (December 2016)
shareholders in STOXX Ltd.
0
-225.8
0
Changes due to capital increases/decreases
-21.6
6.3
0
0
Non-controlling interests in net income of
subsidiaries for the period
25.5
35.7
25.5
35.7
adjustments
0.4
The 2016 consolidated financial statements have been prepared in compliance with International Finan-
cial Reporting Standards (IFRS) and the related interpretations issued by the International Financial
Reporting Standards Interpretations Committee (IFRIC), as adopted by the European Union in accord-
ance with Regulation No. 1606/2002 of the European Parliament and of the Council on the application
of international accounting standards.
Exchange rate differences and other
New accounting standards – implemented in the year under review
Deutsche Börse Group financial report 2016
project consists of three phases: Classification and Measurement (phase I), Impairment (phase II), and
Hedge Accounting (phase III).
Our phase I analysis came to the conclusion that the majority of debt instruments are held within a
business model whose objective is to hold debt instruments in order to collect contractual cash flows.
As a consequence, the large majority of debt instruments currently held in the available-for-sale category
will be measured at amortised cost going forward. Furthermore, we will no longer recognise debt
instruments directly in equity at their fair value. Equity instruments in the available-for-sale category,
so far recognised at their fair value directly in equity, will generally be classified as at fair value through
profit or loss going forward. However, recognition at fair value directly in equity applied so far remains
an option, which may be applied on a one-time basis to individual financial instruments. In the future,
equity instruments currently recognised at historical cost will in any case be measured at fair value.
Again, Deutsche Börse Group may decide (for individual instruments and on a one-time basis) to
recognise fair value developments in other comprehensive income, or through profit or loss. Phase II
addresses the revision of current impairment processes. The change from the incurred loss model to
the expected loss model requires amendments to the Group-internal risk analysis and the calculation
of expected losses. At the time this report was produced, Deutsche Börse Group was carrying out an
analysis of the consequences on financial reporting. However, we expect only minor implications from
phase III, given that Deutsche Börse Group's reporting on hedging relationships is very limited.
The amendments introduced with IFRS 9 require adjustments to our IT systems. The implementation
requirements identified so far result mainly from project phase I, and particularly affect the SAP-CFM
subledger.
Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealised Losses”
(January 2016)
Given the current diversity in accounting practice, the amendments to IAS 12 particularly aim to clarify
the recognition of deferred tax assets for unrealised losses on assets measured at fair value. The amend-
ments must be applied for financial years beginning on or after 1 January 2017. The amendments have
not yet been adopted by the EU.
Amendments to IFRS 10 and IAS 28 "Sales or Contributions of Assets Between an Investor and its
Associate/Joint Venture" (September 2014)
The amendments clarify that the extent to which gain or loss is recognised for transactions with an asso-
ciate or joint venture depends on whether the assets sold or contributed constitute a business operation.
The application date has been postponed indefinitely.
IFRS 15 specifies the recognition of revenue from contracts with customers. In accordance with IFRS 15,
revenue has to be recognised when the customer obtains control over the contractual goods and services,
and can obtain benefits from these goods and services. Revenue shall be recognised in an amount that
reflects the consideration to which the company expects to be entitled. The new IFRS 15 regulations
supersede the currently applicable regulations set forth in IAS 11 and IAS 18. The standard has been
adopted by the EU on 22 September 2016 and must be applied for financial years beginning on or after
1 January 2018; earlier application is permitted.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
163
Basis of preparation
Deutsche Börse Group initiated its IFRS 15 implementation project in 2015. This project comprises
three phases: phase I focuses on a detailed analysis of revenue from contracts with customers. Phase II
assesses the implications of IFRS 15 regarding potential adjustment requirements to existing accounting
methods as well as IT processes and systems. Phase III will be the implementation of the adjustment
requirements identified during phase II. Phases I and II are currently work in progress, and will be con-
tinued throughout 2017. Phase III is scheduled to start in financial year 2017. Based on the current
findings of the IFRS 15 analysis, Deutsche Börse Group expects adjustments as to the time at which
revenue shall be recognised. Furthermore, we expect additional line items to be added to the consoli-
dated balance sheet to recognise contract assets and liabilities.
Deutsche Börse Group did not exercise the early application option for IFRS 15, but will use the modified
retrospective approach and disclose the cumulative effect from the first-time application of IFRS 15 for
the financial year beginning on 1 January 2018.
IFRS 16 "Leases" (January 2016)
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 of the combined management report. The consolidated financial 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 contradict the standards
and interpretations issued by the IFRIC or the IASB.
IFRS 16 introduced new rules for the recognition of leases. The new standard sets out the principles for
the recognition, measurement, presentation and disclosure of all long-term leases on the lessee's state-
ment of financial position, whereby the right of use is recognised as an asset, and the payment obliga-
tion in the form of a financial liability. The standard must be applied for financial years beginning on or
after 1 January 2019; earlier application is permitted only if that entity is also applying IFRS 15 at the
same time. The standard has not yet been adopted by the EU.
162
IFRS 9 introduces new requirements for the recognition and measurement of financial instruments. The
new standard was adopted by the EU on 22 November 2016, and must be applied for financial years
beginning on or after 1 January 2018. The new requirements mainly apply to the classification and
measurement of financial instruments, and introduce a new expected loss impairment model for finan-
cial assets as well as a new set of rules for hedge accounting. Deutsche Börse Group initiated its IFRS 9
implementation project in 2015. In line with the structure of the new standard, Deutsche Börse Group's
IFRS 15 “Revenue from Contracts with Customers" (May 2014)
Amendments to IAS 7 "Statement of Cash Flows" Disclosure Initiative (January 2016)
The amendments follow the objective that entities shall provide disclosures allowing users of financial
statements to evaluate changes in liabilities arising from financing activities. The amendments must be
applied for financial years beginning on or after 1 January 2017. The amendments have not yet been
adopted by the EU.
Amendment to IFRS 11 "Joint Arrangements - Acquisitions of Interests in Joint Operations"
(May 2014)
IFRS 9 "Financial Instruments" (July 2014)
The amendment clarifies that acquisitions of interests or additional interests in a joint operation that
constitutes a business within the meaning of IFRS 3 must be accounted for in accordance with the
principles of business combinations accounting in IFRS 3 and other applicable IFRS, with the exception
of those principles that conflict with the guidance in IFRS 11. The amendment must be applied for
financial years beginning on or after 1 January 2016. The amendment has been adopted by the EU
on 24 November 2015.
161
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
The following standards and interpretations issued by the IASB and adopted by the European
Commission were applied to Deutsche Börse Group for the first time in the 2016 reporting period:
The amendments clarify which methods are appropriate for depreciating property, plant and equipment
and for amortising intangible assets. In particular, they clarify that revenue-based depreciation of property,
plant and equipment is not appropriate at all, and that revenue-based amortisation of intangible assets
is only permitted in defined exceptional circumstances. The amendments must be applied for financial
years beginning on or after 1 January 2016. The amendments have been adopted by the EU on
2 December 2015.
Amendments resulting from the “Annual Improvements Project 2012–2014” (September 2014)
Amendments affecting the standards IFRS 5, IFRS 7, IAS 19 and IAS 34 are planned. The amendments
must be applied for financial years beginning on or after 1 January 2016. The amendments have been
adopted by the EU on 15 December 2015.
Amendments to IAS 16 “Property, Plant and Equipment” and IAS 38 "Intangible Assets
Clarification of Acceptable Methods of Depreciation and Amortisation" (May 2014)
Amendment to IAS 1 "Presentation of Financial Statements
(December 2014)
Disclosure Initiative"
The amendment to the standard IAS 1 is aimed at improving financial reporting disclosures in the notes.
Among other things, they emphasise more clearly the concept of materiality, define new requirements
for the calculation of subtotals, allow for greater flexibility in the order in which disclosures in the notes
are presented, introduce clearer presentation guidance for accounting policies and add requirements
for presenting an entity's share of other comprehensive income of associates and joint ventures in the
statement of comprehensive income. The amendment must be applied for financial years beginning on
or after 1 January 2016. The amendment has been adopted by the EU on 18 December 2015.
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 2016 prior to the effective date, have been published by
the IASB prior to the publication of this financial report and partially adopted by the European
Commission.
Amendments to IFRS 2 "Classification and Measurement of Share-Based Payments" (June 2016)
The amendments affect the accounting for cash-settled share-based payment transactions. The most
important amendment to IFRS 2 is the clarification on how to determine the fair value of liabilities for
share-based payments. The amendments must be applied for financial years beginning on or after
1 January 2018. The amendments have not yet been adopted by the EU.
Zimory GmbH, Berlin, Germany, and Deutsche Börse Cloud Exchange AG, Frankfurt/Main, Germany
(DBCE), were wound up by means of a partner resolution dated 5 September 2016. Based on the
partner resolution dated 5 September 2016, DBCE was transformed into ZDB Cloud Exchange GmbH,
with registered office in Eschborn, Germany, by way of a change of company form.
587
174
33
2013
174
EMCC European Market Coupling GmbH i.L., Hamburg, Germany, was wound up by means of a partner
resolution dated 15 June 2014. EEX held a stake of 20 per cent in this company, which was liquidated
as at 8 December 2016 and is thus no longer included in the scope of consolidation.
Effective 21 December 2016, Deutsche Börse AG exercised a call option according to the share
purchase and acquisition agreement entered into with Berliner Effektengesellschaft AG, Berlin,
Germany. Under the transaction, Deutsche Börse AG will acquire an additional 4.96 per cent stake
in Tradegate AG Wertpapierhandelsbank, Berlin, Germany (Tradegate AG), which holds 25 per cent
of the fully-consolidated Tradegate Exchange GmbH, Berlin, Germany. Hence, Deutsche Börse AG's
interest will be 19.82 per cent after the transaction. The acquisition of the additional shares is however
still subject to regulatory approval. Since Deutsche Börse AG exercises significant influence within the
meaning of IAS 28, Tradegate AG continues to be 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:
-525
267
50
2010
2013
-902
38
79
237
€
12,644
Deutsche Börse Group financial report 2016
133,575
90,938
53,486
€
■ Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany
Financial income
figo GmbH, Hamburg, Germany
€m
€m
24,403
2015
2016
Net profit for the period from discontinued operations
Income tax expense
Earnings before tax (EBT)
Earnings before interest and tax (EBIT)
Result from equity investments
Operating costs
Net revenue
Volume-related costs
Other operating income
Sales revenue
Income from discontinued operations
The disposal of ISE as of 30 June 2016 is disclosed as a discontinued operation in accordance with
IFRS 5. The following table shows the composition of net profit for the period from discontinued
operation amounting to €550.6 million for 2016 (2015: €52.2 million), as well as the composition
of total comprehensive income from discontinued operations amounting to €497.1 million (2015:
€111.5 million):
Effective 30 June 2016, Deutsche Börse AG sold International Securities Exchange Holdings, Inc., New
York, USA, (ISE) and its parent company, U.S. Exchange Holdings, Inc., Chicago, USA, to Nasdaq, Inc.
against a cash payment of US$1.1 billion. As part of the transaction, Nasdaq, Inc. also assumed
Deutsche Börse AG's interests in the wholly owned subsidiaries of ISE – International Securities
Exchange, LLC, New York, USA; ETC Acquisition Corp., New York, USA; ISE Gemini, LLC, New York,
USA; Longitude LLC, New York, USA; and Longitude S.A., Luxembourg. Deutsche Börse AG held an
interest of 100 per cent in the entities listed above.
-
Discontinued operation
■ PHINEO gAG, Berlin, Germany
■ SEEPEX a.d., Belgrade, Serbia
■ Index Marketing Solutions Limited, London, United Kingdom
"
€
597)
0
2,450
1,392
7,139
6,000
€
2014
07
07)
7)
60"
0'
GBP
2013
-1476)
06)
4116)
8016)
5,0266)
GBP
11 Nov 2016
-1,975
149.3
531
30 June 2015
4 Nov 2016
€
4,372
0
0
25
25
€
14 July 2015
-30,056
51,108
39,166
226,519
120,000
RSD
2014
-1,177
130
625
764
2
GBP
2010
783
1,195
725
50
302.9
425
0
153.8
916.2
-13.0
-60.4
989.6
€m
30 June 2016
Gain on disposal
Total assets and liabilities disposed
P&L effects from currency translation
Current liabilities
Other non-current liabilities
Deferred tax liabilities
Receivables and other current assets
Other non-current assets
Financial assets
Property, plant & equipment
Miscellaneous intangible assets
Goodwill
Assets and liabilities disposed
Proceeds from disposal, net of cash disposed
Cash disposed
Hedging result and further adjustments
486.0
Proceeds from disposal
7.8
63.5
105
Research costs are expensed in the period in which they are incurred. The development costs of an asset
are only capitalised if they can be reliably estimated, if all the definition criteria for an asset are met and if
the future economic benefits resulting from capitalising the development costs can be demonstrated.
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
Research and development costs
The consolidated income statement is structured using the nature of expense method.
Dividends are recognised in net income from equity investments if the right to receive payment is based
on legally assertable claims.
Interest income and expense 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 expense is recognised in the period in which it is incurred. Interest income and expense
from banking business are set off in the consolidated income statement and disclosed separately in
→ note 4.
The item "volume-related costs" comprises expenses that depend on the number of certain trade or
settlement transactions, or on the custody volume, the Global Securities Financing volume, or the
volume of market data acquired, or that result from revenue-sharing agreements or maker-taker pricing
models. Volume-related costs are not incurred if the corresponding revenue is no longer generated.
As a rule, rebates are deducted from sales revenue.
Trading, clearing and settlement fees are recognised at the trade date and billed on a monthly basis.
Custody revenue and revenue for systems development and systems operation are generally recognised
rateably and billed on a monthly basis. Sales of price information are billed on a monthly basis. Fees
charged to trading participants in connection with expenses for supervision by the US Securities and
Exchange Commission (SEC) were recognised at the settlement date.
Recognition of revenue and expenses
The annual financial statements of subsidiaries included in the consolidated financial statements have
been prepared on the basis of the Group-wide accounting policies based on IFRS that are described in
the following. They were applied consistently to the periods shown.
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). Due to rounding, the amounts may differ from unrounded figures.
3. Summary of key accounting policies
Deutsche Börse Group financial report 2016
176
Unless explicitly indicated otherwise, all disclosures made in the notes to the consolidated financial
statements exclusively refer to Deutsche Börse Group's continuing operations. Prior-year figures have
been adjusted accordingly.
568.9
347.3
-206.0
-161.5
-6.1
-184.2
148.6
45.4
568.9
Gain from disposal of ISE
8.1
-200.7
Exchange rate differences
-64.9
147.2
Deferred taxes
52.2
550.6
-19.9
-5.4
72.1
556.0
15.1
-26.9
57.0
582.9
2.3
0.6
-92.4
-58.5
147.1
640.8
-155.8
-77.4
124.2
The gain from the disposal was disclosed in net profit for the period from discontinued operations and
was based on the following calculation:
Other comprehensive income after tax from discontinued operations
59.3
843.6
0
0
- 9.7
889.2
17.8
- 45.6
€m
€m
2015
2016
Net change in cash and cash equivalents
Cash flows from financing activities
Cash flows from investing activities
Cash flows from operating activities
Cash flow statement from discontinued operations
Net change in cash and cash equivalents from discontinued operations are comprised of the following
items:
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
175
111.5
497.1
Total comprehensive income from discontinued operations
-53.5
6,787
Xetra
€
7,117
7,193
97
-367
2 Sep 2016
€
25
101
101
0
0
2007
€
156,400"
197,876"
230,728"
100,981"
GBP
7,804
495
CHF
673
125,976
801
147,578
1,895
118,869
45,0727
-597
2008
35
2014
€
5,112
1 Dec 2016
€
3,000
3,782
9,840
4,235
239
4 May 2015
CHF
100
157
178
331
22
1 Jan 2015
€
18
186
189
17
11
1 Jan 2015
DKK
2,000
5,104
6,290
11,914
1 July 2016
75
2009
AU$
15 Oct 2015
€
34
336
571
874
41
15 Oct 2015
€
25
1,424
1,583
352
0
15 Oct 2015
ILS
1
-1,273
INR
30010)
64,34010)
830
74,68710)
4,408
34,69110)
-198
1,90410)
15 Oct 2015
15 Oct 2015
168
122
6,855
8,074
6,782
0
57
184
312
€
500
1,537
2,163
2,542
28
526
31 July 2015
2010
€
0
128
63,594
69,045
13,633
15 Oct 2015
S$
550
4,241
7,813
11,795
-112
15 Oct 2015
US$
300
43,434
Deutsche Börse Group financial report 2016
0
0
153,941
28,424
66,1324)
2014
€
100
2,046
2,093
200
-1,6975)
2014
€
0
0
8
40
32
4 May 2015
US$
19,800
2,795
3,259
1,431
-1,702
2014
€
50
129,282
51
40,050
1998
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
167
Basis of preparation
Currency
Ordinary share
capital
thousand
Equity¹)
thousand
Total assets
thousand
Sales revenue
2016
thousand
Net profit/loss
2016
thousand
Initially
consolidated
€
83
496,809
522,414
127,051
62,898
2012
€
8,313
302,565
343,350
49,568
5,461
€
99
134
3
45,389
42,834
3,947
31 May 2016
€
12,584
29,803
36,054
26,651
9,927
1 Jan 2015
€
6,168
65,135
93,635
67,127
22,845
1 Jan 2015
GBP
500
1,837
3,667
4,550
240
4 May 2015
€
0
34,215
30,000
CZK
2014
1 Jan 2016
€
1,015
73,935
3,078,937
82,407
48,1955)
2014
€
13
82
334,234
30,434
2
68
€
125
6,018
18,948
53,204
27,6665)
2014
€
50
48
1,624
2,140
-2,6905)
2014
As at 31 December 2016, Deutsche Börse AG indirectly held 50 per cent of the voting rights in
REGIS-TR S.A., Luxembourg. 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 board of directors,
who in turn has a casting vote, there is a presumption of control.
56,661
As at 1 January 2016
24.03
Eurex
London, United Kingdom
Digital Vega FX Ltd
16.20
Xetra
Frankfurt/Main, Germany
Deutsche Börse Commodities GmbH
40.00
Eurex
Frankfurt/Main, Germany
China Europe International Exchange AG
(28.58)²)
Frankfurt/Main, Germany
Brain Trade Gesellschaft für Börsensysteme mbH
Associates
30.00
figo GmbH
Xetra
Hamburg, Germany
18.67
Xetra
Berlin, Germany
SEEPEX a.d.
R5FX Ltd
PHINEO gAG
(50.00)
Clearstream
Luxembourg, Luxembourg
LuxCSD S.A.
31.45
Eurex
London, United Kingdom
Index Marketing Solutions Limited
45.13
Eurex
London, United Kingdom
Global Markets Exchange Group International LLP
MD+S
London, United Kingdom
Bondcube Limited in Administration
%
Changes to consolidated subsidiaries
Assets (without goodwill)
Acquired assets and liabilities
Consideration transferred
calculation
30 Sep 2016
Preliminary goodwill
Goodwill resulting from the business combination with PEGAS CEGH Gas Exchange Services GmbH
During the 2016 financial year, Powernext SA, together with Austrian Central European Gas Hub AG
(CEGH), established a new subsidiary, PEGAS CEGH Gas Exchange Services GmbH (PCG). Power-
next SA holds a 51 per cent stake in the capital of PCG. Since its establishment on 2 September 2016,
PCG has been fully consolidated in the consolidated financial statements. In September 2016, PCG
acquired the Austrian gas business from CEGH. With this transaction, Powernext profits from synergy
effects generated from contract trading for the large European gas markets on the common PEGAS
platform. Since the launch of its business operations on 1 December 2016, the new entity contributed
€0.2 million to the Group's sales revenue, whereas it did not materially affect earnings, after offsetting
non-controlling interests.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
171
Cleartrade Exchange (UK) Limited, London, United Kingdom, a wholly owned subsidiary of Cleartrade
Exchange Pte. Limited, Singapore (CLTX), which is in turn a wholly owned subsidiary of EEX, was
liquidated effective 3 January 2017, as part of CLTX's restructuring.
until approval
-
-
Deutsche Börse AG transferred the business operations of Market News International, Inc., New York,
USA, (MNI) onto Hawking LLC as part of an asset deal. The transaction was closed on 8 July 2016.
This transaction also provides for the transfer of 100 per cent of the shares in MNI Financial and
Economic Information (Beijing) Co. Ltd., Beijing, China, (MNI Beijing), which is however still subject
to approval by the Chinese authorities. This transaction was made within the context of the asset deal,
meaning that Deutsche Börse AG directly or indirectly retains its 100 per cent interest in MNI and
its subsidiaries, Market News International Services Inc., Need to Know News LLC and
from Chinese authorities – MNI Beijing. Market News International, Inc. changed its company name to
Assam SellerCo, Inc. as at 11 July 2016. Market News International Services Inc. changed its company
name to Assam SellerCo Service Inc. on the same date.
The full consolidation of Gaspoint Nordic A/S generated a rise of €0.7 million in sales revenue as well as
an increase of €0.2 million in earnings after tax and offsetting of non-controlling interests. Full consoli-
dation as at 1 January 2016 would have led to a rise of €1.5 million in sales revenue and an increase
of €0.5 million in earnings after tax and offsetting of non-controlling interests.
Non-controlling interests
Total assets and liabilities acquired
Goodwill (not tax-deductible)
€m
direct/(indirect)
Equity interest
as at 31 Dec 2016
Segment
Domicile
Joint ventures
Company
Associates and joint ventures
Deutsche Börse Group financial report 2016
12.008)
172
Belpex SA, Brussels, Belgium, changed its company name to EPEX SPOT Belgium S.A. as at
31 December 2016.
Effective 31 December 2016, several APX entities were merged into Group-internal EPEX SPOT SE,
Paris, France. EPEX Netherlands BV, Amsterdam, the Netherlands, was established during 2016, as
part of the ongoing reorganisation. It assumed the former employees of APX Holding BV, including their
pension claims. The new entity has been fully consolidated since the launch of its business operations
on 1 December 2016. In addition, APX Shipping BV was merged within the Group into European Energy
Exchange AG.
1.5
1.1
-2.6
-0.6
4.3
2.6
The following table summarises the main financial information of associates and joint ventures; data
comprise the totals of each company according to the respective local GAAP and not proportional values
from the view of Deutsche Börse Group.
0.1
London, United Kingdom
24.37
2013
214
4,554
2,931
4,545
1,400
€
2014
-215")
2,548¹)
2,183¹)
2¹)
GBP
since
Associate
Net profit/loss
2016
thousand
thousand
€
Sales revenue
2016
27,000
1,090
2011
1064)
5484)
6034)
1,3844)
5373)4)
GBP
2007
2,126
7,471
4,158,276
4,163,028
1,000
€
31 Oct 2015
-4,373
82
22,987
Liabilities
thousand
Assets
thousand
capital
thousand
Berlin, Germany
49.90
Eurex
14.86
Xetra
Eschborn, Germany
Berlin, Germany
40.00
Xetra
Hamburg, Germany
10) 11)
ZDB Cloud Exchange GmbH in Liquidation"
Tradegate AG Wertpapierhandelsbank⁹)
Switex GmbH
(7.24)
Eurex
Belgrade, Serbia
Eurex
30.0312)
Zimory GmbH in Liquidation
1) Values up to the date of Administration on 21 July 2015
Currency
Ordinary share
Basis of preparation
173
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Effective 4 November 2016, Deutsche Börse AG acquired 18.67 per cent of the voting shares in
figo GmbH, Hamburg, Germany. Since Deutsche Börse AG exercises significant influence within the
meaning of IAS 28.6 (a) by representation on the board of directors (Beirat), figo GmbH continues
to be classified as an associate and is accounted for using the equity method.
Effective 4 November 2016, Deutsche Börse AG acquired a 40 per cent stake in the capital of
Switex GmbH, Frankfurt/Main, Germany. Since Deutsche Börse AG exercises significant influence
within the meaning of IAS 28, Switex GmbH has been classified as an associate and has been
accounted for using the equity method since that date.
Following the admission of new partners and the reduction of the existing partners' interests in Global
Markets Exchange Group International LLP, London, United Kingdom, (GMEX), Deutsche Börse AG's
interest in GMEX increased by 13.42 per cent to 45.13 per cent. Since Deutsche Börse AG exercises
significant influence within the meaning of IAS 28, GMEX continues to be classified as an associate and
is accounted for using the equity method.
Eurex
11) ZDB Cloud Exchange GmbH is part of the Zimory GmbH subgroup.
12) Voting rights
9) As at the reporting date, the fair value of the stake in the listed company amounted to €31.2 million.
8) In addition, Deutsche Börse AG holds an interest in Phineo Pool GbR, Berlin, Germany, which holds a 48 per cent stake in PHINEO gAG.
7) Figures as at 31 August 2015
6) The financials refer to the financial year from 1 February 2016 to 31 January 2017.
5) Figures as at 31 December 2014
4) The financials refer to the financial year from 1 December 2015 to 30 November 2016.
3) Value of equity
2) Thereof 14.29 per cent held directly and 14.29 per cent indirectly via Börse Frankfurt Zertifikate AG
10) Until 5 September 2016: Deutsche Börse Cloud Exchange AG
-0.4
Liabilities
-0.4
-0.1
-1.6
-0.6
2.1
1.6
-1.2
1.7
2.8
Goodwill (not tax-deductible)
Total assets and liabilities acquired
Non-controlling interests
Liabilities
Assets (without goodwill)
Acquired assets and liabilities
€m
The full consolidation of PXE generated an increase of €0.8 million in sales revenue, whereas it did not
materially affect earnings after tax following offsetting of non-controlling interests. Full consolidation as
at 1 January 2016 would have led to a rise of €1.4 million in sales revenue and an increase of earnings
after tax of €0.1 million.
In order to open up the Danish gas-trade market, EEX acquired another 50 per cent of the shares of
Gaspoint Nordic A/S, Brøndby, Denmark, for a purchase price of €0.7 million, thereby increasing its
interest in the company to 100 per cent, effective 1 July 2016. In July, the shares were transferred
to Powernext SA, Paris, France. Since the effective date, Gaspoint Nordic A/S has been no longer
recognised as an associate, but has been included in full in the consolidated financial statements as
a wholly owned subsidiary of Powernext SA, in which Deutsche Börse AG indirectly holds a stake of
55.19 per cent. This transaction allows to exploit synergies through the concentration of gas trading
on the PEGAS platform operated by Powernext SA.
170
calculation
1 July 2016
€m
Preliminary goodwill
Goodwill (not tax-deductible)
Total assets and liabilities acquired
-0.4
Liabilities
Assets (without goodwill)
Acquired assets and liabilities
Total consideration
Acquired bank balances
Purchase price
Consideration transferred
Goodwill resulting from the business combination with Gaspoint Nordic A/S
The following assets and liabilities were identified as part of the purchase price allocation:
Deutsche Börse Group financial report 2016
Total consideration
0.9
Acquired bank balances
Consideration transferred
-17
-3
7
5
2
75
-20
54
Total
Foreign
Germany
As at 31 December 2016
Disposals
Additions
21
20
42
62
Preliminary goodwill
calculation
31 May 2016
Goodwill resulting from the business combination with Power Exchange Central Europe a.s.
In order to expand the energy derivatives market in Central and Eastern Europe, EEX acquired a stake
of 66.67 per cent in Power Exchange Central Europe a.s., Prague, Czech Republic, (PXE) for a purchase
price of €4.4 million (effective 31 May 2016). After final approval from the Czech national bank on
16 June 2016, EEX gained control over PXE within the meaning of IFRS 10. Since then, the company
has been fully included in the consolidated financial statements. The acquired goodwill of €1.7 million
mainly reflects expected revenue synergies to be generated by facilitated cross-border trading.
Effective 31 May 2016, European Energy Exchange, Leipzig, Germany, (EEX) acquired another 47.78
per cent of the voting shares of Cleartrade Exchange Pte. Limited, Singapore, (CLTX) and thereby
increased its interest in the company to 100 per cent. Deutsche Börse Group paid a consideration
of £1.00 plus an earn-out component. The company continues to be included in full in the consoli-
dated financial statements.
Basis of preparation
169
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
With the signature of the partnership agreement from 16 March 2016, Deutsche Börse AG founded
DB1 Ventures GmbH, Frankfurt/Main, Germany, - which was recorded in the commercial register on
2 May 2016 - and took over 25,000 shares of a price of €1.00 per share. With Deutsche Börse AG as
the sole shareholder, there is a presumption of control in accordance with IFRS 10. The subsidiary has
been included in full in the consolidated financial statements since the first quarter of 2016.
Effective 25 February 2016, the Spanish stock exchange operator Bolsas y Mercados Españoles
Sociedad Holding de Mercados y Sistemas Financieros, S.A., Madrid, Spain, (BME) acquired Deutsche
Börse AG's 50 per cent share of Infobolsa S.A., Madrid, Spain. BME also assumed Deutsche Börse AG's
interest in the wholly owned subsidiaries of Infobolsa S.A. as part of the transaction, including Difubolsa,
Serviços de Difusão e Informação de Bolsa, S.A., Lisbon, Portugal; Infobolsa Deutschland GmbH,
Frankfurt/Main, Germany; and Open Finance, S.L., Madrid, Spain. Until that time, Deutsche Börse AG
and BME had each held an interest of 50 per cent in the shares of Infobolsa S.A. BME paid a purchase
price of €8.2 million in cash to Deutsche Börse AG.
During the 2016 financial year, EEX Link GmbH (EEX Link) – wholly owned by European Energy
Exchange AG commenced business operations. EEX Link provides services with the aim to bundle
liquidity between regulated power/gas exchanges and less regulated markets, on which no Multilateral
Trading Facility (MTF) is used. EEX Link has been fully consolidated since 1 January 2016.
-
Effective 1 January 2016, Indexium AG, Zurich, Switzerland – in which Deutsche Börse AG held a
100 per cent interest – merged with STOXX Ltd., Zurich, Switzerland. Deutsche Börse AG holds an
interest of 100 per cent in the latter company. According to the business combination agreement from
3 June 2016, all assets and liabilities of Indexium AG were passed on retroactively to STOXX Ltd.
Following registration of the business combination, Indexium AG was deleted from the commercial
register as at 24 June 2016.
-
-
360T Beteiligungs GmbH, Frankfurt/Main, Germany, and its wholly owned subsidiary, 360T Verwal-
tungs GmbH, Frankfurt/Main, Germany, were merged into 360 Treasury Systems AG, Frankfurt/Main,
Germany, effective 1 January 2016. With Deutsche Börse AG as the sole shareholder, it is deemed to
exercise control as defined in IFRS 10, and the entities are therefore still fully consolidated in Deutsche
Börse Group's consolidated financial statements.
Purchase price
-1.2
Non-controlling interests
0.4
-0.3
8 to 21 years
A review is conducted at every reporting date to establish whether there are any indications that an
impairment loss recognised on non-current assets (excluding goodwill) in prior periods 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 prior periods. Impairment losses on goodwill are not
reversed.
Goodwill is allocated to identifiable groups of assets (cash-generating units) or groups of cash-generating
units that create synergies from the relevant acquisition. Irrespective of any indications of impairment,
these items must be tested for impairment at least annually at the lowest level at which Deutsche Börse
Group monitors the respective 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 that 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
asset for use, such as costs for the software development environment. Development costs that do not
meet the requirements for capitalisation are recognised as expenses in the consolidated income state-
ment. Interest expense that cannot be allocated directly to one of the development projects is recognised
in profit or loss in the reporting period and not included in capitalised development costs. 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 must
be capitalised and which cannot be capitalised:
Phases not eligible for capitalisation
1. Design
■ Definition of product design
Specification of the expected economic benefit
■Initial cost and revenue forecast
Phases eligible for capitalisation
2. Detailed specifications
■ Compilation and review of precise specifications
■ Troubleshooting process
3. Building and testing
■ Software programming
■ Product testing
Phases not eligible for capitalisation
4. Acceptance
■ Planning and implementation of acceptance tests
5. Simulation
■ Preparation and implementation of simulation
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 at least once a year. If the estimated
recoverable amount is lower than the carrying amount, an impairment loss is recognised and the net
carrying amount of the asset is reduced to its estimated recoverable amount.
◉
Compilation and testing of simulation software packages
Compilation and review of documents
Fair value measurement
6. Roll-out
The fair value of a financial instrument is measured using quoted market prices, if available. If no quoted
market prices are available, observable market prices, for example for interest rates or exchange rates,
are used. This observable market information is then used as inputs for financial valuation techniques,
e.g. option pricing models or discounted cash flow models. In isolated instances, fair value is determined
exclusively on the basis of internal valuation models.
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement.
Clearstream Banking S.A. acts as a 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
without being an economic party to the transaction (transitory items). In these transactions, the securities
borrowed and lent match each other. Consequently, these transactions are not recognised in the con-
solidated balance sheet.
Financial assets are derecognised when the contractual rights to the cash flows expire or when
substantially all the risks and rewards of ownership of the financial assets are transferred.
Derecognition of financial assets
If debt instruments in the banking business are hedged items in fair value hedges, the changes in fair
value resulting from the hedged risk are recognised in profit or loss.
Realised gains and losses are generally recognised in "financial income” or “financial expense". Interest
income in connection with debt instruments in the banking business is recognised in the consolidated
income statement in "net interest income from banking business" using the effective interest rate method.
Other realised gains and losses are recognised in the consolidated income statement in "other operating
income" and "other operating expenses".
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.
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 losses
and effects of exchange rates on monetary items are excluded from this general principle and are
recognised in profit or loss.
Deutsche Börse Group financial report 2016
182
Non-derivative financial assets are classified as "available-for-sale financial assets" if they cannot be
allocated to the "loans and receivables" or "assets held for trading" categories. These assets comprise
debt and equity investments recognised as “other equity investments” and “other financial instruments",
as well as debt instruments recognised as current and non-current receivables and securities from
banking business.
Available-for-sale financial assets
Restricted bank balances mainly include cash deposits by market participants that are invested largely
overnight, mainly at central banks or in the form of reverse repurchase agreements with banks.
Cash and cash equivalents comprise cash on hand and demand deposits as well as financial assets
that are readily convertible to cash. They are subject to only minor changes in value. Cash and cash
equivalents are measured at amortised cost.
Cash and cash equivalents
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 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".
Loans and receivables
If they result from banking business, realised and unrealised gains and losses are immediately recog-
nised in the consolidated income statement as “other operating income”, “other operating expenses"
and "net interest income from banking business” or, if incurred outside the banking business, as
"financial income" and "financial expenses".
Derivatives that are not designated as hedging instruments as well as financial instruments held by
central counterparties are measured at fair value through profit or loss.
Assets held for trading
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 reporting period. In addition, the Group did not
exercise the "fair value option” to designate financial assets at fair value through profit and loss. The
financial assets are allocated to the respective categories at initial recognition.
Subsequent measurement of financial assets
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. If they are
settled within one year, they are allocated to current assets. All other financial assets are allocated to
non-current assets.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
181
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.
Recognition of financial assets
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
held by central counterparties, receivables and other assets as well as bank balances.
Financial assets
Investments in associates and joint ventures
■ Planning of product launch
Compilation and dispatch of production systems
Compilation and review of documents
indefinite
30 years
12 years
2 to 12 years
3 to 5 years
indefinite
16 years
20 years
8 years
indefinite
5 years, indefinite
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing
use of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be
determined for an asset, the recoverable amount of the cash-generating unit to which the asset can be
allocated is determined.
Specific non-current non-financial assets are tested for impairment. At each reporting date, the Group
assesses whether there are any indications that an asset may be impaired. If this is the case, the 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.
Impairment losses on property, plant and equipment and intangible assets
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 asset in question can be reliably determined, expenditure
subsequent to acquisition is added to the carrying amount of the asset as incurred. The carrying amounts
of any parts of an asset that have been replaced are derecognised.
Repair and maintenance costs are expensed as incurred.
5 to 25 years
based on lease term
Depreciation period
3 to 5 years
Leasehold improvements
Office equipment
Computer hardware
Asset
Useful life of property, plant and equipment
Depreciable items of property, plant and equipment are 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
overheads. No borrowing costs were recognised in the reporting period as they could not be directly
allocated to any particular development project.
Property, plant and equipment
group have also an indefinite useful life. These umbrella brands benefit from strong brand awareness
and are used in the course of operating activities, so there are no indications that their useful life is
limited.
Basis of preparation
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
179
Since the exchange licences mentioned above have no time limit on their validity and, in addition,
there is an intention to maintain the exchange licences disclosed as at 31 December 2016 as part of
the general business strategy, an indefinite useful life is assumed. Moreover, it is assumed that the
trade name of STOXX, certain trade names of 360T as well as certain registered trade names of EEX
1) Taking effect 1 March 2016, ISE's other intangible assets were reclassified into the category "assets held for sale". Therefore, amortisation in line with the
applicable useful life has only been recognised until 29 February 2016.
2 to 20 years
10 years
Miscellaneous
intangible assets
Member and
customer relationships
Trade names
In accordance with IAS 38, only expenses attributable 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 the software using the straight-
line method over the asset's 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 or settlement systems, and for certain enhancements of these
systems.
177
178
Deutsche Börse Group financial report 2016
Purchased software is carried at cost and reduced by 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
23 years
Intangible assets are derecognised on disposal or when no further economic benefits are expected to
flow from them.
Goodwill is recognised at cost and tested at least once a year for impairment.
Impairment of financial assets
The cost of the other intangible assets, which are almost only acquired in the course of business
combinations, corresponds to the acquisition date fair value. Assets with a finite useful life are amortised
using the straight-line method over their expected useful life. Assets with an indefinite useful life are
tested for impairment at least once a year.
Useful life of other intangible assets classified by business combinations
ISE¹)
STOXX
EEX
CGSS
360T
Other
Exchange licences
indefinite
indefinite
indefinite
The amortisation period for intangible assets with finite useful lives is reviewed at a minimum at the
end of each financial year. If the expected useful life of an asset differs from previous estimates, the
amortisation period is adjusted accordingly.
Financial assets that are not measured at fair value through profit or loss are reviewed at each reporting
date to establish whether there are any indications of impairment.
Deutsche Börse Group financial report 2016
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
■ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on the
Eurex exchanges (Eurex Deutschland and Eurex Zürich AG). 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. Eurex Clearing AG also guarantees
the settlement of off-order book trades entered for clearing in the trading systems of the Eurex
exchanges, Eurex Bonds, Eurex Repo, the Frankfurt Stock Exchange and the Irish Stock Exchange.
In addition, Eurex Clearing AG clears over-the-counter (OTC) interest rate derivatives and securities
lending transactions, where these meet the specified novation criteria.
185
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
The transactions of the clearing houses are only executed between the respective clearing house and
a clearing member.
In accordance with IAS 39, purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date.
For products that are marked to market (futures, options on futures as well as OTC interest-rate deriva-
tives), the clearing houses recognise gains and losses on open positions of clearing members on each
exchange day. By means of the variation margin, profits and losses on open 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 and OTC interest rate derivatives 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 deriva-
tives and carried at fair value until the settlement date. Receivables and liabilities from repo transactions
and from cash-collateralised securities lending transactions 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 following day are carried at their nominal amount.
"Financial instruments held by central counterparties" 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 the clearinghouse in accordance with the rules set out in
the contract specifications (see also the clearing conditions of the respective clearing house).
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems 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.
European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of the EEX-group and the connected partner exchanges.
In addition to these daily collateral payments, each clearing member must make contributions to the
respective clearing fund (for further details, see the risk report in the combined management report).
Cash collateral is reported in the consolidated balance sheet under "cash deposits by market participants"
and the corresponding amounts under “restricted bank balances".
Deutsche Börse Group financial report 2016
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
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 recognised in other comprehensive income. The
transaction costs directly attributable to the acquisition of treasury shares are accounted for as a deduction
from shareholders' equity (net of any related income tax benefit).
Other current assets
Receivables and other assets are carried at their nominal amount. Adequate valuation allowances take
account of identifiable risks.
Non-current assets held for sale, disposal groups and discontinued operations
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. Disposal groups may comprise current and non-
current assets, and the corresponding liabilities, which fulfil the criteria provided above and which
are to be sold and discontinued. Income and expenses from non-current assets held for sale are
recognised within continuing operations, provided such items are not included in net profit from
discontinued operations.
Discontinued operations exclusively comprise assets and liabilities which are to be sold, entirely or
partly, as part of an individual plan, or are to be abandoned. Furthermore, discontinued operations
are assets or liabilities of major lines of business or geographical areas of operations. Every line of
business or geographical area of operation must be identifiable for operational and accounting purposes.
Net profit from discontinued operations is recognised in the period in which it is incurred, and is dis-
closed separately in the consolidated income statement and the consolidated statement of comprehen-
sive income. The corresponding cash flows are disclosed separately in the consolidated cash flow
statement. Furthermore, the figures disclosed in the previous year's income statement and cash flow
statement have been adjusted accordingly.
180
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. In the case of equity instruments, the assessment also takes into account the duration and the
amount of the impairment compared with cost. If the decline in value amounts to at least 20 per cent
of cost or lasts for at least nine months, or if the decline is at least 15 per cent of cost and lasts for at
least six months, Deutsche Börse Group takes this to be evidence of impairment. Impairment is assumed
in the case of debt instruments if there is a significant decline in the issuer's credit quality.
186
European Commodity Clearing AG and Eurex Clearing AG act as central counterparties:
Cash or securities collateral held by central counterparties
Gains or losses on derivative instruments that are not part of a highly effective hedging relationship are
recognised immediately in the consolidated income statement.
183
Financial instruments held by central counterparties
Basis of preparation
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 (unlisted equity instruments)
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. An impairment loss recognised on debt
instruments may only be reversed in a subsequent period if the reason for the original impairment
no longer applies.
Financial liabilities
Financial liabilities relate primarily to interest-bearing liabilities, other liabilities, liabilities from banking
business, financial instruments held by central counterparties, cash deposits by market participants as
well as trade payables. They are recognised when a Group company becomes a party to the instrument.
Offsetting 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. The borrowing costs associated with the placement of financial liabilities are included in the
carrying amount and accounted for using 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.
They are generally recognised at the trade date. Purchases and sales of equities via the central counter-
party Eurex Clearing AG are recognised at the settlement date.
The effective portion of the gain or loss from a hedging transaction that is designated as a highly effective
hedge is recognised in other comprehensive income. 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
184
Hedges of a net investment in a foreign operation
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.
The portion of the gain or loss on the hedging instrument determined to be highly effective is recognised
in other comprehensive income. This gain or loss ultimately adjusts the value of the hedged cash flow,
i.e. the gain or loss on 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.
Fair value hedges
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 effectiveness can be measured.
Derivatives are used to hedge interest rate risk or currency risk. All derivatives are carried at their fair values.
Derivatives and hedges
Deutsche Börse Group financial report 2016
Cash flow hedges
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
Report of the Supervisory Board
Joachim Faber
Chairman of the Supervisory Board
In the reporting period, Deutsche Börse AG's Supervisory Board discussed the
company's position and prospects in depth, performing the tasks assigned
to it by law and the company's Articles of Association and bylaws. We regularly
advised the Executive Board on its management of the company and monitored
its work, and were involved in all fundamental decisions. One of the main focuses
of our work in 2016 was the planned merger between Deutsche Börse AG and
London Stock Exchange Group plc – a key strategic move for the company.
9
At our meetings, the Executive Board provided us with comprehensive and timely oral and written
information in line with the legal requirements. This information covered the course of business
as well as the company's and the Group's position (including the risk situation, risk management and
compliance), as well as the enterprise's strategy and planning. We discussed all significant transac-
tions for the enterprise in the plenary meetings and in the Supervisory Board committees, based on
the reports provided by the Executive Board. The large number of plenary and committee meetings
ensured an active exchange of information between the Supervisory Board and the Executive Board.
The Executive Board also submitted written reports on individual issues between meetings and
discussed individual topics with us. In addition, the CEO kept the Chairman of the Supervisory Board
continuously informed of current developments affecting the company's business, significant transac-
tions and upcoming decisions, as well as of the long-term outlook and thinking on emerging trends,
and discussed these issues with him.
The Executive Board submitted all measures requiring Supervisory Board approval by law and under
the company's Articles of Association and bylaws to the Supervisory Board, which then approved
them. The Supervisory Board also satisfied itself in other respects that the Executive Board's actions
were lawful, due and proper, and appropriate.
All members of the Supervisory Board attended more than half the meetings of the Supervisory Board
and of the committees of which they were members in 2016. The average attendance rate for all
Supervisory Board members in the reporting period was 95 per cent.
Deutsche Börse Group financial report 2016
We held a total of 13 plenary meetings in 2016, including seven extraordinary meetings. A strategy
workshop and two technology workshops also took place.
8
Gerhard Roggemann, *1948
Senior Advisor
execboard
www.deutsche-boerse.com/
supervboard
www.deutsche-boerse.com/
Detailed information about the
members of the Supervisory and
Executive Boards, their additional
appointments to supervisory
bodies of other companies or
comparable control bodies, as well
as their CVs can be found on the
internet under:
As at 31 December 2016
(unless otherwise stated)
1) Employee representative
Board member
from 11 May 1998 to
14 May 2003 and
from 12 July 2005
until 11 May 2016
Nationality: German
Private Merchant Banking LLP,
London
Edmond de Rothschild
10
7
Deutsche Börse Group financial report 2016
94
Attendance of Supervisory Board members at meetings in 2016
Hans-Peter Gabe
Former member of the
Supervisory Board
17
18
Marion Fornoff
100
23
23
100
11
11
100
The Supervisory Board members' detailed attendance record for plenary Supervisory Board and committee
meetings was as follows:
22
Karl-Heinz Flöther
Ann-Kristin Achleitner (since 11 May 2016).
Richard Berliand
100
22
22
Joachim Faber
%
Meeting attendance
(incl. committees) ¹)
Name
Meetings
22
since 13 May 2015
Board member
Nationality: Chinese (Hong Kong)
Chairman of the Management
Committee
Richard Berliand Limited,
Ashtead Surrey
Richard Berliand, *1962
Deputy Chairman
Management Consultant -
Executive Director
since 20 May 2009
Board member
Independent Management
Consultant, Grünwald
Nationality: German
Joachim Faber, * 1950
Chairman
responsible for Clients,
Products & Core Markets
Member of the Executive Board,
Deutsche Börse AG,
Luxembourg
Jeffrey Tessler, *1954
MBA
responsible for Cash Market,
Pre-IPO & Growth Financing
Renshaw Bay LLP, London
Nationality: British
Member of the Executive Board,
Deutsche Börse AG,
Hauke Stars, *1967
Engineering degree in applied
computer science (Diplom-
Ingenieurin Informatik)
Bad Homburg v.d. Höhe
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
(Diplom-Kaufmann)
Gregor Pottmeyer, *1962
Graduate degree in
Business Administration
The Supervisory Board
Member of the Executive Board
and Deputy Chief Executive
Officer, Deutsche Börse AG,
responsible for IT & Operations,
Data & New Asset Classes
(Diplom-Kaufmann)
Frankfurt/Main
Andreas Preuss, *1956
Graduate degree in
Business Administration
Chief Executive Officer,
Deutsche Börse AG
Carsten Kengeter, *1967
MSc Finance and Accounting
BA Business Administration
Graduate degree in Business
Administration
(Diplom-Betriebswirt, FH)
Frankfurt/Main
The Executive Board
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
The Executive and Supervisory Boards
MSc by research in Engineering
Königstein im Taunus
Board member
Board member
since 7 October 2005
at the Technische Universität
Vitagreen, Hong Kong
Executive Director
Hong Kong
RAYS Capital Partners Limited,
Managing Partner
Amy Yip, *1951
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 21 May 1997
Staff member in the Financial
Accounting & Controlling
department
Johannes Witt, 1) * 1952
Jutta Stuhlfauth,¹) *1961
Lawyer, M.B.A. (Wales)
and Head of the Policies &
Procedures unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
since 7 October 2005
Erhard Schipporeit, *1949
Independent Management
Consultant, Hanover
Nationality: German
Board member
Ann-Kristin Achleitner, *1966
Scientific Co-Director Center
for Entrepreneurial and
Financial Studies (CEFS)
since 16 May 2012
Member of different supervisory
bodies, Pfäffikon
Nationality: Swiss
Monica Mächler, *1956
Craig Heimark, *1954
Managing Partner
Hawthorne Group LLC, Palo Alto
Nationality: US-American
Board member
since 7 October 2005
since 21 May 1997
Hans-Peter Gabe, ¹) * 1963
Staff member in the HR
Compensation, Workforce &
Talent Management section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
Marion Fornoff, 1) *1961
Staff member in the HR
Europe & US section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
since 16 May 2012
Board member
Karl-Heinz Flöther, *1952
Independent Management
Consultant, Kronberg
Nationality: German
since 11 May 2016
14
München (TUM), Munich
Nationality: German
Board member
13
22
Craig Heimark
■ discussion of the updated recovery plans for Clearstream, Eurex Clearing and Deutsche Börse Group
discussion of risk strategy, risk appetite and risk culture
■ discussion of enhancements to Group-wide compliance and risk management
discussion of the quarterly compliance and risk management reports
■
Risk Committee (four meetings during the reporting period, including one joint meeting with the
Technology Committee)
Report of the Supervisory Board
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
■ review of the appropriateness of Executive Board remuneration and of their pensionable income
appointments: discussion of succession planning for the Executive Board; approval of Hauke Stars'
appointment to the Supervisory Board of Fresenius SE & Co. KGaA, of her appointment as a member
of the Executive Board and Executive Committee of Deutsches Aktieninstitut e.V. and of the Executive
Board and Executive Committee of Frankfurt Main Finance e.V., as well as of her appointment to the
Executive Board of the Frankfurt section of the Wirtschaftsrat der CDU e.V. (CDU Economic Council);
approval of Jeffrey Tessler's appointment as a member of the Global Future Council on Financial and
Monetary Systems, and approval of the appointment of Matthias Fritton as Senior General Manager
(Generalbevollmächtigter) of Deutsche Börse AG
■ Executive Board remuneration: discussion of the extent to which the members of the Executive Board
had achieved their targets; determination of the variable cash component for 2015; preliminary discus-
sion of the extent to which individual members of the Executive Board have achieved their targets in
2016; adoption of the individual targets for the members of the Executive Board in 2017; discussion
of the remuneration report; preparation of a recommendation to the plenary meeting to amend the
procedure for paying out the 2014 and 2015 tranches of the variable share-based payment; preparation
of a proposed resolution by the plenary meeting to adjust the Performance Bonus Plan and the Per-
formance Share Plan for beneficiaries subject to US income tax
Personnel Committee (five meetings during the reporting period)
preparations for Ann-Kristin Achleitner's election to the Supervisory Board by the 2016 Annual
General Meeting
planned merger of equals between Deutsche Börse AG and LSEG: preparations for nominating the
members of the Referendum Committee to be appointed by Deutsche Börse AG, as well as prepara-
tions for nominating non-executive directors to be appointed by Deutsche Börse AG to the Board
of Directors of HLDCO123 PLC
discussion of operational risk, information security and business continuity management
subject to Deutsche Börse AG changing its legal form to an SE: preparations for the election of share-
holder representatives to the Supervisory Board of Deutsche Börse SE
■ discussion of changes resulting from the audit reform
■ discussion of Deutsche Börse Group's equity investments
■ discussion of measures to close out audit findings
preparation of the Supervisory Board's resolution on the corporate governance report and the remu-
neration report, and on the corporate governance declaration in accordance with section 289a of the
HGB and the declaration of compliance in accordance with section 161 of the AktG
discussion and formal adoption of the Audit Committee's tasks
■ discussion of Deutsche Börse Group's dividend and budget
■ internal control systems: discussion of questions relating to risk management, compliance and the
internal control and audit system, discussion of the methods and systems used and their efficiency,
adequacy and effectiveness
accounting: examination, in the presence of the external auditors, of the annual financial statements
of Deutsche Börse AG and of the consolidated financial statements, of the combined management
report and the audit report, as well as of the half-yearly financial report and the quarterly statements
▪ external auditors: obtaining the statement of independence from the external auditors, issuing the enga-
gement letter for the external auditors and preparing the Supervisory Board's proposal to the Annual
General Meeting on the election of the external auditors; agreeing the external auditors' fee and defining
the focal areas of the audit; discussing non-audit services rendered by the external auditors
"
■ discussion of financial issues and especially capital management
Audit Committee (six meetings during the reporting period)
The committees focused on the following key issues:
Nomination Committee (three meetings during the reporting period)
Deutsche Börse Group financial report 2016
Strategy Committee (one meeting during the reporting period)
■ discussion of the strategy for derivatives trading and clearing
Chairman of the Supervisory Board
Joachim Faber
Fondi Bul
Lulu
For the Supervisory Board:
Frankfurt/Main, 10 March 2017
The Supervisory Board would like to thank the Executive Board and all employees for their hard work
and excellent achievements in 2016.
No conflicts of interest arose with regard to individual Supervisory Board members during the
reporting period.
Management of individual conflicts of interest
On 11 May 2016, the Annual General Meeting of Deutsche Börse AG elected Ann-Kristin Achleitner
to the company's Supervisory Board as a shareholder representative. Gerhard Roggemann retired
from the Supervisory Board effective from the close of the Annual General Meeting on 11 May 2016.
We would like to thank Mr Roggemann sincerely for the valuable contribution he made during his many
years as a member of Deutsche Börse AG's Supervisory Board.
The following changes to the Supervisory Board occurred during the reporting period:
Appointments and resignations
■ discussion of Deutsche Börse Group's strategic focus
Our own examination of the annual financial statements, the consolidated financial statements and the
combined management report for 2016 in a plenary meeting did not lead to any objections and we
concurred with the results of the audit performed by the auditor. We approved the annual financial
statements prepared by the Executive Board and the consolidated financial statements at our meeting
on 10 March 2017, in line with the Audit Committee's recommendation. As a result, the annual
financial statements of Deutsche Börse AG have been adopted. The Audit Committee discussed the
Executive Board's proposal for the appropriation of the unappropriated surplus in detail with the Executive
Board, with particular reference to the company's liquidity and financial planning, and taking share-
holders' interests into account. Following this discussion and its own examination, the Audit Committee
concurred with the Executive Board's proposal for the appropriation of the unappropriated surplus.
After examining this ourselves, the plenary meeting of the Supervisory Board also approved the Executive
Board's proposal.
16
15
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 the Supervisory Board approve the annual
financial statements and the consolidated financial statements.
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) audited the annual financial
statements of Deutsche Börse AG, the consolidated financial statements and the combined management
report for the financial year ended 31 December 2016, 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 2016 were reviewed by KPMG.
The documents relating to the financial statements and the reports by KPMG were submitted to us for
inspection and examination in good time. The lead auditors, Karl Braun (CMO, member of the manage-
ment board, KPMG) and Andreas Dielehner (Partner, KPMG), attended the relevant meetings of the
Audit Committee and the plenary meeting of the Supervisory Board convened to approve the financial
statements. The auditors reported on the key results of the audit; in particular, they focused on the net
assets, financial position and results of operations of the company and the Group, and were available
to provide supplementary information. The auditors also reported that no significant weaknesses in the
control and risk management system had been found, particularly with respect to the financial reporting
process. The audit of compliance with all relevant statutory provisions and regulatory requirements
did not give rise to any objections. KPMG provided information on other services that it had rendered
in addition to its audit services. There were no grounds for suspecting that the auditors' independence
might be impaired.
Audit of the annual and consolidated financial statements
discussion of IT financial planning for 2017 and of the revised budget process
■
■ discussion of information security, IT risk management and related measures
■ detailed analysis of the Group's technology innovation concept and its implementation
in-depth discussion of developments to and the implementation of Deutsche Börse Group's IT strategy
■
Technology Committee (four meetings during the reporting period, including one joint meeting with
the Risk Committee)
Deutsche Börse Group financial report 2016
14
13
The Supervisory Board had six committees during the reporting period. These are mainly responsible
for preparing the decisions to be taken by, and the topics to be discussed in, the plenary meetings.
Additionally, the Supervisory Board has delegated individual decision-making powers to the committees
to the extent that this is legally permissible. The individual committee chairs report in detail to the
plenary meetings on the work performed by their committees. The Chairman of the Supervisory Board
chairs the Personnel Committee, the Nomination Committee and the Strategy Committee. Details of the
members and duties of the Supervisory Board committees during the reporting period can be found
in the corporate governance declaration in accordance with section 289a of the Handelsgesetzbuch
(HGB, German Commercial Code).
100
22
Amy Yip
96
22
23
Johannes Witt
83
15
18
Jutta Stuhlfauth
100
Average attendance rate
23
Erhard Schipporeit
82
9
11
Gerhard Roggemann (until 11 May 2016)
96
22
23
Monica Mächler
94
16
17
23
95
1) Since attendance at workshops is voluntary for Supervisory Board members such workshops are not taken into account when calculating the average
attendance rate.
Topics addressed during plenary Supervisory Board meetings
Committee work
During our extraordinary meeting on 27 December 2016, the Executive Board informed us about the
current state of negotiations for the sale of LCH.Clearnet S.A. by LSEG and LCH Group in the context
of the planned merger between Deutsche Börse AG and LSEG.
At our regular meeting on 6 December 2016, we discussed the status of the planned merger between
Deutsche Börse AG and LSEG. Following a detailed discussion, we approved the disposal of LCH.
Clearnet S.A. by LSEG and LCH.Clearnet Group Limited (LCH Group) in order to address merger control
concerns raised by the European Commission in relation to the planned merger. We discussed and
adopted the budget for 2017, as well as examining Deutsche Börse Group's risk management activities
and addressing developments at the Group's equity investments. Furthermore, the Executive Board
provided a detailed status report on the legal proceedings against Clearstream Banking S.A. in the US
due to its client relationship with Bank Markazi. At the recommendation of the Personnel Committee,
we resolved to adjust the Performance Bonus Plan and the Performance Share Plan for beneficiaries
subject to US income tax. We discussed the results of our annual efficiency review in accordance with
section 5.6 of the German Corporate Governance Code, and also adopted the declaration of conformity
pursuant to section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) for the 2016 reporting
period. The declaration of conformity is available at ☑www.deutsche-boerse.com/declconformity.
The implementation of the measures from the "Accelerate" growth programme within Deutsche Börse Group's
IT organisation was a key agenda item at our regular meeting on 23 September 2016. In addition,
the Executive Board informed us of material developments and measures in the area of compliance. We
also discussed our annual efficiency review, which is required by section 5.6 of the German Corporate
Governance Code, and resolved to use external support for this in 2016.
Our technology workshop on 22 September 2016 focused in depth on IT innovation methods and
measures, and especially on cloud and blockchain technologies.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
During the course of our strategy workshop on 22 September 2016, the Executive Board provided
a detailed status report on the implementation of the "Accelerate" growth programme, especially in
Sales and in Business and Product Development throughout the Group. We also discussed initiatives
and developments affecting our core business segments in detail, along with 360 Treasury Systems AG
and European Energy Exchange AG.
Our extraordinary meeting on 11 July 2016 focused on the reduction of the minimum acceptance
threshold for the takeover offer by HLDCO123 PLC. Following extensive discussion, we approved the
reduction of the minimum acceptance threshold from 75 per cent to up to 60 per cent, and resolved
to issue and publish a supplementary joint statement by the Executive Board and the Supervisory Board
on this.
At our extraordinary meeting on 5 July 2016, we discussed the amendment to HLDCO123 PLC's
voluntary public takeover offer to Deutsche Börse AG shareholders, which involved the waiver of
a condition of the offer. On this basis, we resolved to issue and publish a supplementary joint state-
ment by the Executive Board and Supervisory Board of Deutsche Börse AG regarding the takeover
offer. We also looked in detail at the results and impact of the referendum in the United Kingdom
to leave the European Union.
Our regular meeting on 14 June 2016 reviewed the status of negotiations for the sale of our stake
in U.S. Exchange Holdings, Inc. to NASDAQ, Inc., and approved a change in the transaction structure.
In addition, we approved early repayment of an outstanding US private placement in the amount of
US$290 million. We looked at Deutsche Börse Group's risk management, information security and
internal audit activities and engaged in detailed discussions of the Group's venture portfolio management
and of innovation and blockchain technology. We also addressed the new requirements under the EU's
Market Abuse Regulation and Market Abuse Directive.
At our extraordinary meeting on 6 June 2016, we again discussed the status of the planned merger
between Deutsche Börse AG and LSEG in detail. We also resolved to issue and publish a joint statement
by the Executive Board and the Supervisory Board of Deutsche Börse AG on the voluntary public
takeover offer made by HLDCO123 PLC to Deutsche Börse AG shareholders.
During the regular Supervisory Board meeting held immediately before the Annual General
Meeting (AGM) on 11 May 2016, we looked in depth at the status of the planned merger between
Deutsche Börse AG and LSEG. As part of this, we addressed in detail the preparations for the joint
statement by the Executive Board and the Supervisory Board of Deutsche Börse AG on the voluntary
public takeover offer made to Deutsche Börse AG shareholders by the new holding company
(HLDCO123 PLC). At the recommendation of the Nomination Committee, we also resolved to approve
the nomination of the following persons as other non-executive directors of HLDCO123 PLC in addition
to myself, Joachim Faber, as Deputy Chairman and Senior Independent Director: Ann-Kristin Achleitner,
Richard Berliand, Christopher A. Cole, Karl-Heinz Flöther, Erhard Schipporeit and Amy Yip. We also
discussed the impending Annual General Meeting with the Executive Board. After the AGM, we resolved
to elect Ann-Kristin Achleitner as a member of the Personnel Committee and the Strategy Committee.
As a shareholder representative on the Personnel Committee, she is also a member of the Nomination
Committee.
Deutsche Börse Group financial report 2016
12
11
At our extraordinary meeting on 16 March 2016, we then resolved to approve the merger between
Deutsche Börse AG and LSEG. Due to this planned business combination, we also resolved not to add
Deutsche Börse AG's change of legal form to a European company (Societas Europaea, SE) to the
agenda for the Annual General Meeting on 11 May 2016.
Another detailed discussion of the status of the negotiations on the potential merger of equals between
Deutsche Börse AG and LSEG took place at our extraordinary meeting on 13 March 2016. At the
recommendation of the Personnel Committee and subject to our approval of the potential merger, we
also resolved to amend the procedure for paying out the 2014 and 2015 tranches of the variable
share-based remuneration scheme for Executive Board members.
At our extraordinary meeting on 9 March 2016, we resolved to approve the sale by Deutsche Börse AG
and Eurex Frankfurt AG of all shares of U.S. Exchange Holdings, Inc. to NASDAQ, Inc., for a total
purchase price of US$1.1 billion.
Our regular meeting on 4 March 2016 discussed the company's annual and consolidated financial
statements for 2015 and the remuneration report in the presence of the external auditors. After
conducting our own detailed examination we approved the annual and consolidated financial statements
for 2015 in line with the recommendation by the Audit Committee, which had already examined the
documents in depth in preparation for our meeting. We also resolved the report of the Supervisory Board
for 2015, the corporate governance report, the corporate governance declaration for financial year
2015 and the agenda for the 2016 Annual General Meeting. We examined the status of negotiations
with NASDAQ, Inc. on the sale of ISE. In addition, we discussed the potential merger of equals
between Deutsche Börse AG and LSEG in detail. As recommended by the Nomination Committee,
we approved the appointments to the Referendum Committee planned in the context of the potential
merger. I, Joachim Faber, was appointed as Chairman of the committee and Gerhard Roggemann (until
11 May 2016), Ann-Kristin Achleitner (since 11 May 2016) and Erhard Schipporeit were appointed
as additional members.
The technology workshop on 4 March 2016 was devoted to a detailed discussion of cloud technology
and its practical and strategic importance for Deutsche Börse Group.
At our first regular meeting for the reporting period on 12 February 2016, we addressed in detail the
preliminary results for financial year 2015 and the dividend proposed by the Executive Board for that
year. We also resolved the amount of variable remuneration payable to the Executive Board for financial
year 2015 following a detailed examination.
Our plenary meetings focused primarily on the following issues during the reporting period:
In addition, the Executive Board regularly informed us of Deutsche Börse AG's share price performance
and that of its competitors. The Executive Board also 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report of the Supervisory Board
We also looked in detail at the impact of technological change on the financial services industry in
general, and on Deutsche Börse Group in particular, and at the efficiency, appropriateness and effective-
ness of the internal control systems.
Another main focus of our Supervisory Board activities in 2016 was supporting, reviewing and approv-
ing the potential merger between Deutsche Börse AG and London Stock Exchange Group plc (LSEG).
The merger offers a compelling opportunity for both companies to complement each other's strengths
in an industry-defining transaction, and to create a globally leading market infrastructure provider.
In the reporting period, we continued our in-depth discussions of the implementation of the Group's
"Accelerate" growth programme. This programme aims to position Deutsche Börse even more ambi-
tiously, effectively and flexibly than before against the backdrop of the competition among global capital
market infrastructure providers, and to ensure a keen focus on clients. The company has implemented
a broad range of initiatives designed to achieve this goal. These include the sale by Deutsche Börse AG
and Eurex Frankfurt AG of all shares of U.S. Exchange Holdings, Inc. (and hence of International
Securities Exchange, ISE). We provided advice and support for this move, as well as formally approving it.
93
Miscellaneous other operating income includes income from cooperation agreements and from training
as well as valuation adjustments.
-28.0
64.1
21.8
27.7
0
0
Other
23.9
18.7
21.5
18.3
1,049.7
914.7
21.4
16.5
Xetra
Trading
125.9
148.0
0
0
Central counterparty for equities
32.5
36.0
0
0
Listing
15.4
13.5
Repo business
0
0
15.8
Net interest income from
banking business
2016
€m
(restated)
2015
€m
2016
€m
2015
€m
Eurex
Equity index derivatives
473.8
438.3
0
0
Interest rate derivatives
190.8
184.4
0
0
Equity derivatives
41.4
39.7
0
0
Commodities (EEX)
233.9
190.1
-0.1
-1.8
Foreign exchange (360T)¹)
0
Sales revenue
0
13.0
Data Services
184.0
186.0
0
0
Index
127.2
114.0
0
0
Infrastructure Services
132.7
139.0
0
0
443.9
439.0
0
0
Total
Consolidation of internal net revenue
Group
2,605.6
2,465.9
84.0
50.6
-48.3
Market Data + Services
Other
34.1
901.1
13.6
0
0
186.8
211.1
0
Clearstream
International business (ICSD)
555.7
541.3
62.6
34.1
Domestic business (CSD)
132.8
0
0
Investment Funds Services
128.6
127.0
0
0
Global Securities Financing
113.0
100.0
0
0
925.2
62.6
-46.0
Composition of net revenue
Consolidated income statement disclosures
The previous SBP for members of the Executive Board of Deutsche Börse AG was terminated prematurely
on 31 December 2015. The SBP for senior executives of Deutsche Börse AG and of participating sub-
sidiaries is being continued. It grants a long-term remuneration component in the form of so-called SBP
shares. These are generally accounted for as share-based payments for which Deutsche Börse AG has
a choice of settlement in cash or equity instruments for certain tranches. Tranches due in previous years
were each settled in cash. Regarding the 2016 tranche, cash settlement has been agreed upon too.
Under these circumstances, it is presently presumed 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 consolidated income statement. Any right to
payment of a stock bonus only vests after the expiration of the service or performance period of four years
on which the plan is based.
Co-Performance Investment Plan (CPIP)
Within the framework of the CPIP, the CEO of Deutsche Börse AG was offered a one-time participation in
2015. The appropriate number of phantom shares is calculated based on the number of shares granted
and the increase of Deutsche Börse AG's consolidated net income, as well as 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 constituents. The shares are subject to a performance
period of five years. The subsequent payment of the stock bonus will be settled in cash.
Performance Share Plan (PSP)
The PSP was launched during the year under review; it replaces the previous SBP for members of the
Executive Board of Deutsche Börse AG as well as selected senior executives and employees of Deutsche
Börse AG and of participating subsidiaries. The number of phantom PSP shares to be allocated is calcu-
lated based on the number of shares granted and the increase of net profit for the period attributable to
Deutsche Börse AG shareholders, as well as 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 constituents. The shares are subject to a performance period of five years. The sub-
sequent payment of the stock bonus will be settled in cash. For further details on this plan, please see
the section "Principles governing the PSP and measurement of target achievement for performance
shares" in the Remuneration report.
Long-term Sustainable Instrument (LSI)
In order to meet regulatory requirements, the LSI for risk takers (employees whose professional activities
have a material impact on the operations of institutions) was introduced in the financial year 2014 (see
note 39). LSI shares are generally settled in cash. Regarding the 2014 tranche, the respective com-
panies have the option to fulfil their obligations by delivering shares of Deutsche Börse AG. Regarding the
2015 and 2016 tranches, cash settlement has been agreed upon as mode of settlement. Deutsche Börse
Group thus measures the LSI shares as cash-settled share-based payment transactions. The options are
190
Deutsche Börse Group financial report 2016
measured using an option pricing model (fair value measurement). Any right to payment of a stock bonus
only vests after the expiration of the one-year service period on which the plan is based, taking certain
waiting periods into account.
Restricted Stock Units (RSU)
In the 2016 financial year, a RSU tranche for so-called risk takers was launched in addition to another
LSI tranche. The new RSU program fulfils the applicable regulatory requirements (see □ note 39).
RSU shares are settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled
share-based payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking a three-year retention period and a one-year waiting
period into account.
Deferred tax assets and liabilities
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled.
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 unused tax loss carryforwards
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 the fair value and 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
191
Basis of preparation
Consolidation
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are included
in the consolidated financial statements. Deutsche Börse Group controls a company if it is exposed 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 acquisition
date fair values. 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.
Intra-Group 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 for consolidation
adjustments are recognised 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".
Stock Bonus Plan (SBP)
Currency translation
Under the GSP, shares are generally granted at a discount to the market price to non-executive staff of
Deutsche Börse AG and of participating subsidiaries who have been employed on a non-temporary basis
since at least 31 March of the previous year. The expense of this discount is recognised in the income
statement at the grant date.
Basis of preparation
Volume-related costs comprise partial or advance services that Deutsche Börse Group purchases
from third parties, and which it markets as part of its own value chain. They indirectly depend on the
development of volume trends and sales revenue.
187
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Basis of preparation
Pensions and other employee benefits
Pensions and other employee benefits relate to defined contribution and defined benefit pension plans.
Defined contribution plans
There are defined contribution plans as part of the occupational pension system using pension funds and
similar pension institutions, as well as on the basis of 401(k) plans. In addition, contributions are paid
to the statutory pension insurance scheme. The level of contributions is normally determined in relation
to income. As a rule, 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 in several countries. In addition, the
employer pays contributions to employees' private pension funds.
Multi-employer plans
Several Deutsche Börse Group companies are, along with other financial institutions, member insti-
tutions of BVV Versicherungsverein des Bankgewerbes a.G. (BVV), a pension insurance provider with
registered office in Berlin, Germany. Employees and employers make regular contributions, which are
used to provide guaranteed pension plans and a potential surplus. The contributions to be made are
calculated based on contribution rates applied to active employees' monthly gross salaries, taking into
account specific financial thresholds. Member institutions are liable in the second degree regarding the
fulfilment of BVV's agreed pension benefits. However, we consider the risk that said liability will actually be
utilised as remote. Given that BWV membership is governed by a Works Council Agreement, membership
termination is subject to certain conditions. Deutsche Börse Group considers BVV pension obligations as
multi-employer defined benefit pension plans (leistungsorientierte Pläne). However, we currently lack
information regarding the allocation of BVV assets to individual member institutions and the respective
beneficiaries. Moreover, we do not know Deutsche Börse Group's actual share in BVV's total obligations.
Hence, Deutsche Börse Group discloses this plan as a defined contribution plan (beitragsorientierter
Plan). Based on its latest publications, BVV does not suffer any deficient cover with a potential impact
on Deutsche Börse Group's future contributions.
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX sub-group. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
This pension plan was reported as a defined contribution plan, given the limited information regarding
the allocation of fund assets to member institutions and beneficiaries.
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 is deducted from the
present value of pension obligations, reflecting the asset ceiling rules if there are any excess plan assets.
This results in the net defined benefit liability or asset. Net interest expense 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.
188
Deutsche Börse Group financial report 2016
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, on principal, based on a discount rate of 1.75 per cent, which is determined according to the
Towers Watson “Global Rate: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 and 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 comprehensive
income. Actuarial gains and losses recognised in other comprehensive income may not be reclassified 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 recognised in the
revaluation surplus.
Other long-term benefits for employees and members of executive boards (total disability pension,
transitional payments and surviving dependants' 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.
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date.
A restructuring provision is only recognised when an entity has a detailed formal plan for the re-
structuring 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 by announcing its main features
to those affected by it.
Contingent liabilities are not recognised, but are rather 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 (GSP), the Stock Bonus Plan (SBP), the Co-
Performance Investment Plan (CPIP) and the Performance Share Plan (PSP) as well as the Long-term
Sustainable Instrument (LSI) and the Restricted Stock Units (RSU), which provide share-based payment
components for employees, senior executives and executive board members.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
189
Group Share Plan (GSP)
4. Net revenue
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 reporting date,
monetary balance sheet items in foreign currency are measured at the exchange rate at the reporting
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 exchange rate prevailing at 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
operation are recognised directly in "accumulated profit".
192
1.5222
1.5430
GBP (£)
0.8223
0.7244
0.8561
0.7366
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying 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, the presentation of assets and liabilities, and the 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 as well as intangible assets with indefinite useful lives for impairment
and intangible assets not yet available for use 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 with a time horizon of normally three to five years. These
plans in turn contain projections of the future financial performance of the assets and cash-generating
units. If their actual financial performance fails to meet these expectations, 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
193
Basis of preparation
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
The companies of Deutsche Börse Group 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 outflow will occur and the estimation of the potential amount. As the outcome
of litigation is usually uncertain, the judgement is reviewed continuously. For further information on
other risks please see ☑ note 37.
Group Share Plan, Stock Bonus Plan and Long-term Sustainable Instrument
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
The probability of utilisation applied when recognising provisions for expected losses from rental agree-
ments is estimated (see note 24). When recognising personnel-related restructuring provisions, certain
assumptions were made, for example with regard to the fluctuation rate, the discount rate and salary
trends. If the actual values were to deviate from these assumptions, adjustments may be necessary.
194
Deutsche Börse Group financial report 2016
1.5220
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
reporting period. Resulting exchange differences are recognised directly in "accumulated profit". When
the relevant subsidiary is sold, these exchange rate differences are recognised in net profit for the period
attributable to shareholders of the parent company in which the deconsolidation gain or loss is realised.
1.5247
27.0250
Deutsche Börse Group financial report 2016
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Exchange rates
Swiss francs
US dollars
Czech koruna
Singapore dollar
British pound
Average rate
2016
Average rate
2015
CHF
1.0904
1.0644
Closing price as
at 31 Dec 2016
1.0732
Closing price as
at 31 Dec 2015
1.0818
USD (US$)
1.1029
1.1046
1.0522
1.0924
CZK
27.0426
27.2792
27.0198
SGD
0
127.9
2,557.3
36.7
-346.6
-332.9
2,388.7
2,220.3
- 13.1
- 13.1
61.4
59.1
0
0
32.6
23.6
0
-273.8
2,388.7
2,220.3
195
196
Deutsche Börse Group financial report 2016
Composition of net interest income from banking business
2016
2015
€m
€m
Interest income from positive interest yields
75.1
45.7
33.7
401.6
-44.9
67.7
3.2
7.6
-209.1
-196.4
781.9
746.4
6.3
2.5
-28.1
162.2
160.5
1.5
1.0
-13.7
-11.9
115.0
103.1
1.2
4.0
-1.1
-5.0
132.8
138.0
9.0
7.5
-42.9
410.0
Loans and receivables
44.5
16.7
84.0
50.6
Composition of other operating income
Income from exchange rate differences
Income from impaired receivables
Rental income from subleases
Income from agency agreements
Miscellaneous
Total
(restated)
2016
2015
€m
€m
6.4
1.9
1.3
2.7
0.8
0.8
0.6
0.4
23.5
17.8
32.6
23.6
For details of rental income from subleases see ☑ note 38.
0
-1.4
Financial assets or liabilities measured at fair value through profit or loss
Total
- 141.7
Available-for-sale financial assets
4.5
2.7
Financial assets or liabilities measured at fair value through profit or loss
26.1
14.3
Interest expenses from positive interest yields
-21.4
-4.4
Financial liabilities
-19.7
-6.4
Financial assets or liabilities measured at fair value through profit or loss
73.0
-1.7
Interest income from negative interest yields
191.9
163.0
Loans and receivables
185.4
163.0
Financial assets or liabilities measured at fair value through profit or loss
Interest expenses from negative interest yields
6.5
0
- 161.6
- 141.7
Financial liabilities
- 160.2
2.0
-32.9
-285.2
0.6
−1.1
189.7
183.3
0
0
-3.5
-3.4
37.9
36.3
2.9
2.7
-21.1
-15.7
215.6
175.3
0.5
0
-0.4
-0.1
64.2
15.7
0
0
0
0
21.8
27.7
-1.1
23.4
0
402.7
2,419.9
84.0
50.6
1) Revenue from FX derivatives consists of revenue from 360 Treasury Systems AG which was initially consolidated as at 15 October 2015.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated income
statement disclosures
Other operating income
2016
€m
(restated)
2015
€m
Volume-related costs
Net revenue
-40.0
2016
2015
€m
€m
2016
€m
(restated)
2015
€m
0.1
0
-37.4
-35.6
436.5
0
12.2
(restated)
-2.7
16.7
17.0
6.6
6.7
-28.8
-33.0
164.6
184.8
3.2
7.0
-152.1
-152.1
469.4
430.3
0
0
-12.7
-8.5
115.2
0
0
-4.3
-2.9
124.3
124.1
-2.3
0
-3.1
-2.9
124.3
6.6
46.5
6.5
26.9
14.9
-65.8
1,032.2
887.5
66.5
0
0.1
-20.1
-23.6
105.8
-58.6
0
0
0
-5.8
-6.3
26.7
29.7
0
0.1
0
15.4
13.6
124.5
Goodwill
€m
account and
construction
in progress"
€m
3) This relates primarily to additions within the scope of initial consolidation of Power Exchange Central Europe a.s., Gaspoint Nordic A/S and PEGAS CEGH Gas
Exchange Services GmbH; see also note 2.
intangible
assets
software
€m
Total
Other
€m
206
1) Additions to payments on account and construction in progress in the year under review relate exclusively to internally developed software.
2) This relates primarily to additions within the scope of the business combination with 360 Treasury Systems AG and its subsidiaries, as well as within the scope of
initial consolidation of Powernext SA, EPEX SPOT group and APX Holding group; see also note 2.
Purchased
software
Payments on
Intangible assets (part 2)
Deutsche Börse Group financial report 2016
205
5) This relates exclusively to disposals made within the scope of the sale of shares held in U.S. Exchange Holdings, Inc., as well as an asset deal regarding the
disposal of the business operations of Market News International, Inc. and its two subsidiaries; see also note 2.
4) This relates to disposals made within the scope of the sale of shares held in Infobolsa S.A.; see also note 2.
€m
Internally
developed
€m
10.7
brought forward
33.3
102.3
4,879.9
0
0
52.7
16.3
Amortisation
1,941.6
1,194.2
0
542.2
194.5
as at 1 Jan 2015
Amortisation and impairment losses
4,879.9
931.5
190.8
2,721.1
775.9
260.6
Historical cost as at 31 Dec 2016
931.5
0.1
2,721.1
104.9
78.2
0
11.7
14.9
Additions
-1,953.0
-1,741.2
-5.8
Disposals
-153.8
-5.5
"assets held for sale"5)
Reclassification into
-19.6
-0.2
0
-16.7
-2.5
Impairment losses
-46.7
0
-3.6
-0.1
775.9
260.6
31 Dec 2016
Historical cost as at
-69.6
-46.9
-0.2
-21.1
-1.3
-0.1
Exchange rate differences
0
0.1
-33.8
0
27.5
6.2
Reclassifications
-5.4
0
-1.7
190.8
1.2
Payments on
0
0
0
−1.1
-0.1
Exchange rate differences
0
0
0
0
-34.4
-1.4
Reclassifications
-1,324.3
-1.2
0
0
0
-1.2
0
Disposals
-1,281.0
1.4
-35.6
Amortisation and impairment losses
as at 31 Dec 2016
-0.2
Additions to and reclassifications of software largely concern the development of a pan-European
securities settlement platform (TARGET2-Securities) within the Clearstream and Xetra segments as
well as the development of the risk management and clearing system (Eurex Clearing Prisma) and
the T7 derivatives trading platform within the Eurex segment.
Software, payments on account and construction in progress
3,973.7
4,633.0
1,356.3
859.9
188.9
152.5
2,898.8
2,721.1
168.3
35.5
Carrying amount as at 31 Dec 2016
191.6
33.8
Carrying amount as at 31 Dec 2015
906.2
71.6
1.9
0
607.6
225.1
0
1.5
0
-5.0
211.5
as at 31 Dec 2015
Amortisation and impairment losses
135.5
131.5
0
0
3.6
0.4
599.2
Exchange rate differences
0
0
0
-0.8
-0.9
Disposals
4.3
0
1.6
-1.7
10.7
1.6
Amortisation
sale"5)
Reclassification into "assets held for
-0.1
0
-10.7
-2.5
-0.2
consolidation4)
Disposals from change in scope of
4.2
2,182.0
94.6
1,359.0
27.8
0.3
0.3
0
3.6
0
Impairment losses
0
0
49.3
17.5
-38.3
scope of consolidation4)
Disposals from change in
7.6
(restated)
2016
2015
2016
2015
2016
2016
2015
2016
2015
€m
€m
€m
€m
€m
€m
€m
recognised in other
comprehensive income
Tax expense/(income)
differences tax expense/(income)
statement disclosures
-1.4
-9.1
1.3
284.5
227.5
The total actual tax expenses in the amount of €293.6 million include domestic tax expenses of
€151.9 million and foreign tax expenses of €141.7 million (2015: domestic tax expenses €180.3 mil-
lion, foreign tax expenses €45.9 million). The total deferred tax income in the amount of €-9.1 million
includes domestic tax expenses of €10.4 million and foreign tax income of €–19.5 million (2015:
domestic tax income €-8.8 million, foreign tax expenses €10.1 million).
Tax rates of 28 to 32 per cent (2015: 28 to 32 per cent) were used in the reporting period to calculate
deferred taxes for the German companies. These reflect trade income tax at multipliers of 330 to
460 per cent (2015: 330 to 460 per cent) on the trade tax base amount of 3.5 per cent (2015: 3.5 per
cent), corporation tax of 15 per cent (2015: 15 per cent) and the 5.5 per cent solidarity surcharge
(2015: 5.5 per cent) on corporation tax.
A tax rate of 29.2 per cent (2015: 29.2 per cent) was used for the Luxembourg companies, reflecting
trade income tax at a rate of 6.7 per cent (2015: 6.7 per cent) and corporation tax at 22.5 per cent
(2015: 22.5 per cent).
€m
Tax rates of 12.5 to 40.0 per cent (2015: 12.5 to 45.0 per cent) were applied to the companies in the
remaining countries; see ☑ note 2.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated income
Composition of deferred taxes
Deferred
tax assets
Exchange
rate
Deferred tax liabilities
Deferred
The following table shows the carrying amounts of deferred tax assets and liabilities as well as the related
tax expenses recognised in profit or loss or in other comprehensive income.
0.4
€m
pensions and
liabilities
0
9.1
-1.8
0
0
10.9
-6.2
0
Intangible assets
0
0
-34.6
-38.3
0
1.3
7.5
Interest-bearing
0
18.02)
-3.9
other employee
benefits
60.9
56.8
0
0
0
-1.1
Provisions for
-3.1
0.1
Other provisions
5.8
25.7
0
0
0
1.9
-3.0¹)
-5.02)
227.6
€m
0.8
Other interest income on receivables classified as "loans and receivables"
0.4
2.3
Income from available-for-sale securities
0.3
0.6
Income from valuation of derivatives
0.1
0
Interest income on non-current loans classified as "loans and receivables"
Total
0.1
0
4.6
6.1
Composition of financial expense
(restated)
0.5
0.8
0.6
Interest income on bank balances classified as "loans and receivables"
Interest income on tax refunds
36.9
-1.5
2) Change of status from an associate to a fully consolidated company effective 1 January 2015 (see also note 2 in the 2015 corporate report)
Net income from associates includes €6.7 million in impairment losses (2015: €2.6 million) attribu-
table to the investments in Global Markets Exchange Group International, LLP and R5FX Ltd. The
negative development of the Group's investments was due in particular to unsatisfactory economic
development in the 2016 financial year and the correspondingly deteriorating economic outlook
expected by Group companies. The recoverable amount was determined on the basis of fair value less
costs of disposal. It was calculated using net asset values (level 3 inputs). The impairment losses were
recognised in the result from associates and are allocated to the Eurex segment.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated income
statement disclosures
Net income from other investments includes in particular €38.4 million due to the disposal of the stake
in BATS Global Markets, Inc. in the fourth quarter of 2016.
During the year under review, the company received dividends of €1.7 million (2015: €0.9 million)
from investments in associates, and €5.1 million (2015: €3.3 million) from other investments.
2016
€m
9. Financial result
(restated)
2016
2015
€m
€m
Other interest and similar income
2.6
1.6
Composition of financial income
293.2
2015
Interest expense on non-current loans¹)
0.3
1.9
79.2
63.6
1) Measured at amortised cost
201
202
Deutsche Börse Group financial report 2016
10. Income tax expense
Composition of income tax expense (main components)
Current income taxes:
of the reporting period
from prior periods
Deferred tax (income)/expense
Total
(restated)
2016
€m
2015
0.3
0.6
Total
Other interest expense")
56.3
49.6
Interest expense on taxes
11.9
6.3
Expenses from the unwinding of the discount on pension provisions
2.9
1.3
€m
Interest-equivalent expenses for derivatives held as hedging instrument¹
2.8
Transaction costs of non-current liabilities"
2.8
1.1
Interest expense from negative interests")
1.6
0.3
Interest expense on current liabilities"
2.8
3.4
Intangible assets
price allocation
203
204
Deutsche Börse Group financial report 2016
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. There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and
associates as well as gains on the disposal of subsidiaries and associates in the reporting period
(2015: nil).
Reconciliation from expected to reported tax expense
(restated)
2016
€m
2015
€m
Expected income taxes derived from earnings before tax
279.1
228.3
Tax losses utilised and loss carryforwards not recognised for tax purposes
-0.7
0.7
Recognition of deferred taxes in respect of unrecognised tax loss carryforwards
-0.7
7) Separate disclosure in the consolidated statement of changes in equity under "accumulated profit"; thereof €-147.2 million (2015: €64.9 million) from
discontinued operations
6) Disposal relating to the deconsolidation of U.S. Exchange Holdings, Inc.
5) Separate disclosure in the consolidated statement of changes in equity under "revaluation surplus"
4) Thereof, €41.4 million is disclosed separately in the consolidated statement of changes in equity under "revaluation surplus", and disposal of €-17.4 million
relating to the deconsolidation of ISE
-43.2
148.3
20.4
43.2
0
0
0
0
0
-0.5
-235.7
-1.5
-9.1
1.3
-248.1
68.4
1) Thereof, -€7.8 million is disclosed separately in the consolidated statement of changes in equity under "revaluation surplus", and disposal of €4.8 million relating
to the deconsolidation of International Securities Exchange Holdings, Inc. (ISE)
2) Disposal relating to the deconsolidation of ISE
3) Thereof, -€1.1 million due to acquisitions from business combinations relating to the initial consolidation of companies within the EEX group
-581.3
62.5
Change in valuation allowance for deferred tax assets
0
227.5
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 27 per cent assumed for 2016 (2015: 26 per cent).
At the end of the financial year, accumulated unused tax losses amounted to €21.3 million (2015:
€60.6 million), for which no deferred tax assets were recognised. The unused tax losses are attributable
to domestic losses totalling €2.6 million and to foreign tax losses totalling €18.7 million (2015:
domestic tax losses €3.8 million, foreign tax losses €56.8 million). Tax losses of €1.1 million were
utilised in 2016 (2015: €0.7 million).
The losses can be carried forward in Germany subject to the minimum taxation rules, and in Luxem-
bourg indefinitely according to the current legal situation. Losses in other countries can be carried
forward for periods of up to 20 years.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
Consolidated balance sheet disclosures
11. Intangible assets
Intangible assets (part 1)
Internally
Purchased
developed
software
€m
software
€m
Goodwill
€m
284.5
Income tax expense
-1.4
0.4
Tax increases due to other non-tax-deductible expenses
13.6
11.0
Effects of different tax rates
12.9
1.6
Effects from changes in tax rates
0.1
-4.0
-0.1
-15.9
-13.7
-0.3
1.6
Income tax expense arising from current year
284.1
228.9
Prior-period income taxes
Tax decreases due to dividends and income from the disposal of equity investments
Other
from purchase
Total
Deferred taxes
set off
0
0
-20.8
-40.7
-1.7
-42.2
1.1
24.04)
3.3
Other non-
current assets
3.5
1.7
0
0
0
-2.5
securities
Investment
1.82)
-2.2
0
о
-197.83)
-396.0
0
-4.7
-4.0
-192.42)
0
Non-current
9.7
8.8
0
0
0
о
0
-2.7
assets
-20.4
0.75)
Other liabilities
0
0
-1.1
Gross amounts
82.9
191.5
-256.1
-149.5
-624.5
0
0
0
-1.5
-9.1
1.3
-148.4")
-248.1
64.4
68.4
differences
Exchange-rate
0
56.26)
1.7
1.7
0
0
0
0
-0.2
0
0.6
0
forward
1.3
87.7
0
0
0.2
30.0
12.3
Losses carried
43.5
5.3
0
17.0
Cost of exchange rate differences
4.1
3.5
Cost of agency agreements
3.4
4.0
Supervisory Board remuneration
2.6
4.8
Miscellaneous
30.3
15.9
Total
600.7
564.5
Costs for IT service 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.
13.9
Insurance premiums, contributions and fees
15.6
14.5
264.9
250.5
IT costs
102.2
97.5
Premises expenses
70.3
66.6
197
Non-recoverable input tax
43.4
Travel, entertainment and corporate hospitality expenses
26.5
25.8
Advertising and marketing costs
15.8
19.9
Non-wage labour costs and voluntary social benefits
52.2
Costs for IT services providers and other consulting services
198
Composition of fees paid to the auditor
1.8
1.3
0.8
0.9
0.3
1.1
0.6
0.2
0
0.6
0.5
5.9
4.1
6.2
3.5
The "other assurance or valuation services" item includes an expense of €1.4 million arising from
services in connection with the proposed business combination with London Stock Exchange Group plc.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
1.82)
1.6
3.2
2.0
Statutory audits
Other assurance or valuation services
Tax advisory services
Other services
Total
1) Thereof €0.2 million for 2015
2) Thereof €0.2 million for 2015
2016
Deutsche Börse Group financial report 2016
2015
Germany
Total
Germany
€m
€m
€m
€m
3.0¹
Total
199
€m
2015
0
0
-38.7
0
37.7
1.0
Reclassifications
-2.1
0
0
0
-1.1
-1.0
Disposals
112.1
0
91.6
Exchange rate differences
0.8
4.8
119.6
4.3
0
3.3
0
0
business combinations³)
Acquisitions through
6,815.0
0
2,715.3
2,909.5
790.8
245.3
31 Dec 2015
Historical cost as at
306.7
181.3
0.2
154.1
€m
7.0
Additions
Composition of staff costs
Wages and salaries
Social security contributions, retirement and other benefits
Total
2016
€m
(restated)
2015
€m
486.2
481.9
99.5
117.8
585.7
599.7
Staff costs include costs of €12.7 million (2015: €59.1 million) recognised in connection with efficiency
programmes as well as costs of €25.4 million (2015: €6.5 million) for 360T (which has been consoli-
dated since 1 October 2015). The remaining increase is due to a rise in the number of employees (see
also note 43), the remuneration of the Executive Board and higher pay-out of bonuses.
6. Other operating expenses
Composition of other operating expenses
(restated)
2016
5. Staff costs
Consolidated income
statement disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
1)
930.2
359.6
0.8
554.2
15.3
0.3
combinations²)
Acquisitions from business
13.5
5,468.1
100.2
2,235.7
727.1
230.7
1 Jan 2015
Historical cost as at
Total
€m
Other
intangible
assets
€m
2,174.4
Consolidated income
statement disclosures
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:
88.4
94.4
200
Deutsche Börse Group financial report 2016
8. Net income from equity investments
Composition of net income from equity investments
Equity method-accounted result of associates
(restated)
2016
2015
€m
€m
Tradegate AG Wertpapierhandelsbank
Deutsche Börse Commodities GmbH
LuxCSD S.A.
Digital Vega FX Ltd
Zimory GmbH in Liquidation
202.2
171.0
0
0
GSF
1.6
0
1.0
0
75.8
100.2
46.8
1.8
49.2
17.0
6.4
6.6
1.1
Research expense
Total
0.9
2.5
Market Data + Services
1.6
1.8
0.3
-6.0
-0.6
-6.6
-4.8
Equity method-accounted result of joint ventures
Bondcube Limited
Total income from equity method measurement¹
Net income from associates and joint ventures
Net income due to the change of status of EPEX SPOT SE²
Net income from other equity investments
Net income from equity investments
1) Including impairment losses
0
-5.4
0
-5.4
-6.6
-10.2
Global Markets Exchange Group International, LLP
Total income from equity method measurement"
-0.2
-1.3
China Europe International Exchange AG
0.2
0.1
0
0.2
0
-3.2
ZDB Cloud Exchange GmbH in Liquidation
0
0.3
-3.1
-0.1
0
Brain Trade Gesellschaft für Börsensysteme mbH
-0.4
0.3
R5FX Ltd
-1.1
-0.4
figo GmbH
2.1
3.4
2.8
7.2
24.4
2.1
10.3
9.6
6.9
5.2
3.6
16.3
33.6
8.3
15.0
8.8
0.6
2.5
0.6
9.9
3.2
3.6
5.4
6.5
Research and development costs
Total expense for
software development
thereof capitalised
(restated)
2016
€m
2015
2016
10.9
€m
(restated)
2015
€m
Eurex
Trading platform T7 for Xetra/Eurex
Eurex Clearing Prisma
EEX software
EurexOTC Clear
360T
Other Eurex software
€m
5.4
6.8
58.3
4.6
Clearstream
Collateral Management and Settlement
34.0
48.3
20.5
20.5
Custody
7.9
21.7
15.1
16.7
Connectivity
15.7
21.2
8.1
10.4
Investment funds
27.3
account and
construction in
progress
€m
11.3
4.4
81.8
27.1
39.5
Xetra
Trading platform T7 for Xetra/Eurex
7.2
0.4
3.9
19.0
0.2
1.9
1.0
0
0
Other Xetra software
9.9
9.9
4.0
CCP releases
-13.5
14. Derivatives and hedges
Xetra
0
0
19.9
0
0
0
0
7.2
0
0
5.8
0
0
0
0.3
0
0
0
0
0
0
0.1
APX Holding group
0
0
0
0.1
Trade names
STOXX
360T group
Powernext/EPEX SPOT group
European Energy Exchange
Power Exchange Central Europe
PEGAS CEGH Gas Exchange Services
0
0
0
0.1
0
0
0
0
987.4
0
0
0
0
529.0
0
0
0
0
33.3
1,063.8
0
0
0
The recoverable amounts of the CGUS with allocated goodwill are based either on their values in use or
on their fair value less costs of disposal, depending on the respective unit. The other value is calculated
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. Since there is no active market for the CGUs, the discounted cash flow
method is used to calculate both value in use and fair value less costs of disposal. The inputs used are
Level 3 inputs in all cases.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
(Group) of cash generating unit(s)
Consolidated balance
sheet disclosures
211
Börse Frankfurt
MD+S segment
Fund Services
€m
€m
Zertifikate
€m
STOXX
€m
Total
€m
0
0
Powernext/EPEX SPOT group
0
0
0
0
0
APX Holding group
0
0
0
6.6
Börse Frankfurt Zertifikate
0
0
0
0
Clearstream Fund Services
0
0
0
Market News International
0
0
0
Powernext/EPEX SPOT group
0
0
0
18.4
Clearstream Global Securities Services
0
0
0
0
Impendium
0
0
0
0
0
Need to Know News
0
0
0
0
Gaspoint Nordic
0
0
0
0.1
Exchange licences
European Energy Exchange
0.3
Börse Frankfurt Zertifikate
0
0
Indexium
0
0
0
0
0
0
0
Power Exchange Central Europe
0
0
32.6
0
PEGAS CEGH Gas Exchange Services
0
0
0
1.5
Kingsbury
0
1.7
0
0
0
0
0
0
0
7.2
0
0
0
0
5.8
0
0
0
0
0.3
19.9
0
0
0
0
0
0
0.1
0
0
0
0
0.1
0
0
0
420.0
420.0
0
0
0
0
0
revenues
costs²)
%
%
%
Clearstream Core
value in use
0.7
6.5
10.43)
1.0
3.5
3.2
Eurex Core
fair value less costs
Operating
Net
Perpetuity
growth rate
rate
%
0.1
Key assumptions used to determine the recoverable amount depend upon the respective CGU, or group
of CGUs. Individual costs of capital are determined for each CGU, or group of CGUs, for the purpose of
discounting projected cash flows. These capital costs are based on data incorporating beta factors,
borrowing costs, as well as the capital structure of the respective peer group. Pricing, trading volumes,
assets under custody, market share assumptions or general business development assumptions are
based on past experience or market research. Other key assumptions are mainly based on external
factors and generally correspond to internal management planning. Significant macroeconomic indicators
include equity index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP
growth, unemployment levels and government debt. When calculating value in use, the projections are
adjusted for the effects of future restructurings and cash outflows to enhance the asset's performance
investments, if appropriate.
212
Deutsche Börse Group financial report 2016
The following tables indicate material assumptions used for impairment tests for the years 2016
and 2015:
Key assumptions used for impairment tests in 2016
(Group of) cash-
0
generating unit(s)
Recoverable
amount
Risk-free
interest rate
Market risk
Discount
premium
%
%
CAGR¹)
0
0.2
0.2
0
8.9
0
0
0
0
6.6
0
0
4.6
0
4.6
0
4.0
0
0
0
0
9.2
32.6
0
0
0
0
18.4
0
15.6
0
0
15.6
9.2
0
0
0
8.9
4.0
3.7
0
0
0
0.2
0
0
0
0
0.1
0
0
0
0
0.3
0
0
0
0.2
0.5
0
0
0
3.7
0
0
0
0
0
1.7
0
0
0
1.5
0.5
0
0
0
of disposal
0
33.3
Balance as at 1 Jan 2016
1,063.8
1,161.3
529.0
33.3
32.6
78.8
2,898.8
Acquisitions through business
combinations
0
0
0
3.3
3.3
Goodwill
Reclassification into "assets
€m
Miscella-
neous
€m
207
208
Deutsche Börse Group financial report 2016
Goodwill and other intangible assets from business combinations
Changes in goodwill and other intangible assets classified by business combinations
Clearstream
ISE
360T
EEX
STOXX
€m
€m
€m
€m
€m
Total
In addition to event-driven impairment tests on all intangible assets, intangible assets not yet available
for use are tested for impairment at least annually. Impairment losses of €3.9 million (2015: €4.3 mil-
lion) needed to be recognised in 2016. It is disclosed in the “depreciation, amortisation and impairment
losses" item and relates to the Xetra, Clearstream and Eurex segments. The recoverable amount was
determined based on fair value less costs of disposal, using a discounted cash flow model (level 3
inputs).
held for sale"
-153.8
75.0
2,721.1
Other intangible assets
Balance as at 1 Jan 2016
0
474.5
250.1
67.2
438.5
126.0
1,356.3
Acquisitions through business
combinations
0
0
32.6
0
33.3
987.4
0
0
0
-6.0
-159.8
Exchange rate differences
0
-20.1
0
0
0
-1.1
-21.2
Balance as at 31 Dec 2016
1,063.8
529.0
n.a.
n.a.
6.5
4.9-7.0
Eurex Clearing Prisma Release 1.0
23.2
29.0
4.0-5.0
2.3-6.5
360T trading platform
14.5
14.1
5.0-7.0
6.0-7.0
C7 Release 3.0
14.3
13.4
6.4
2.9-5.9
n.a.
29.8
Derivatives trading platform T7
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
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
୮
T
31 Dec 2016
31 Dec 2015
€m
€m
31 Dec 2016
years
31 Dec 2015
years
Eurex
26.8
Eurex Clearing Prisma Release 2.0
9.9
12.1
20.8
4.9
5.0
Single Network
10.1
10.1
n.a.
n.a.
One CLS Settlement & Reporting (1 CSR)
11.6
5.1
n.a.
n.a.
TARGET2-Securities
10.0
17.8
MALMO
n.a.
n.a.
5.0-6.0
6.4-6.9
ISE trading platform including applications
7.5
20.7
2.0
2.0-5.0
0
Clearstream
89.0
71.8
n.a.
n.a.
1CAS Custody & Portal
24.7
9.6
TARGET2-Securities
0
0
4.3
-0.9
-27.8
Impairments
0
0
-0.3
0
-0.3
Exchange rate differences
-3.5
-0.1
-8.9
0
-12.5
Balance as at 31 Dec 2016
-26.6
0.7
-0.3
Amortisation
0.1
4.3
Reclassification into "assets
held for sale"
-132.7
-1.7
-324.6
-1.2
-460.2
Additions
0
0
0
0.1
0.1
0
453.8
400.9
4.5
0
International Securities Exchange
0
987.4
0
0
360T group
47.3
292.5
189.2
0
European Energy Exchange
0
0
0
0
0
1,063.8
Clearstream
859.9
Due to the discontinuation of a business operation, a customer relationship amounting to €0.3 million
was impaired within the Market Data + Services segment. The recoverable amount was determined
based on the fair value less costs of disposal, using a disposal price of a highly probable transaction.
Within the business combinations with Power Exchange Central Europe a.s., Gaspoint Nordic A/S and
PEGAS CEGH Gas Exchange Services GmbH, Deutsche Börse Group also acquired other intangible
assets besides goodwill in 2016. For details concerning their carrying amount at the time of acquisition
as well as their useful lives, please refer to the tables in note 2 and note 3.
An impairment test is carried out, at least annually, concerning goodwill and certain other intangible
assets with an indefinite useful life. Since these assets do not generate any cash inflows that are largely
independent of those from other assets, the recoverable amount is determined for the cash-generating
unit (CGU), or group of CGUs, that the respective asset is allocated to. The following table outlines the
allocation of assets to the respective CGU:
210
Deutsche Börse Group financial report 2016
Allocation of goodwill and other intangible assets with indefinite useful lifes to CGUS
Asset
3.8
Goodwill
Clearstream
Core
€m
Eurex Core
€m
360T
EEX
€m
€m
(Group of) cash generating unit(s)
STOXX
0.4
business combinations
0
-2.7
-10.1
-4.7
-3.1
-7.2
-27.8
Impairments
Exchange rate differences
Balance as at 31 Dec 2016
0
0
0
0
0
Amortisation
-0.3
0.1
0
4.3
Reclassification into "assets
held for sale"
0
-459.3
0
0
0
-0.9
-460.2
Additions
0
0
0
0
0.1
-0.3
0
-12.5
Member and
customer
relationships
Miscellaneous
intangible
assets
Total
€m
€m
€m
Balance as at 1 Jan 2016
136.9
455.5
757.5
6.4
1,356.3
Acquisitions through
names
€m
€m
Trade
Exchange
licences
0
0
0
0
-12.5
с
0
0
240.0
435.4
122.0
859.9
Consolidated balance
sheet disclosures
209
Other intangible assets are divided into the following categories:
Changes in other intangible assets by category
62.5
0.7
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
8.54)
Acquisitions from business combinations
-0.6
0
0
0
Reclass into "assets held for sale"
0
-32.3
0
-8.1
Additions
5.1
5.4
155.6
12.8
34.0
Disposals
2,016.3
55.1
0
0
-1.7
0
Reclassifications
-3.5
62.5
-62.2¹
-0.3
Exchange rate differences
0.4
7.5
6.8
2.1
Historical cost as at 31 Dec 2015
229.4
Addition/(reversal) premium/discount
-0.4
0
1,597.6
Revaluation as at 1 Jan 2015
Acquisition through business combinations
Disposals/(additions) of impairment losses
Dividends
-7.7
19.3
3.1
-3.3
-6.6
0
0
6.4
0
16.6
165.7
-40.2
58.0
14.7
-6.1
Addition/(reversal) premium/discount
0
0
-2.2
-0.1
Reclassifications
Exchange rate differences
Historical cost as at 31 Dec 2016
-1.0
0
-586.8¹)
1.0
-0.2
3.4
-0.9
-5.2
0
-17.9
0
0
-0.1
Exchange rate differences
-0.5
-0.5
0
-1.0
Depreciation and impairment losses as at 31 Dec 2016
43.7
282.4
0
326.1
Carrying amount as at 31 Dec 2015
Carrying amount as at 31 Dec 2016
-0.1
40.3
Reclassifications
0
0
0.4
Disposals from change in scope of consolidation
0
-1.8
0
-1.8
Reclassification into "assets held for sale"¹)
-8.4
-20.6
0
-29.0
Disposals
-4.6
-5.4
-10.0
68.7
0.7
109.7
Additions
Disposals
111.9
147.5
1,301.9
29.5
-67.7
0
0
-6.4
14.1
29.8
771.5
14.3
-0.1
Acquisition through business combinations
Historical cost as at 1 Jan 2015
€m
Other financial
instruments
and loans
35.9
75.4
2.2
113.5
1) This relates exclusively to the disposals in connection with the disposal of the interest in the ISE subgroup and with the asset deal regarding the sale of the
business operations of Assam SellerCo, Inc. and its two subsidiaries, see note 2.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated balance
sheet disclosures
0
215
Financial assets
Investments in
associates and
joint ventures
Other equity
investments
€m
€m
Receivables
and securities
from banking
business
€m
13. Financial investments
-3.2
-0.9
0
0
Market price changes recognised in profit or loss
-6.7
0
0
-0.4
Reclassifications
0
0
-1.2
0
Revaluation as at 31 Dec 2016
-23.7
89.7
7.2
6.2
-6.2
135.1
Market price changes recognised in other comprehensive income
Currency translation differences recognised in profit or loss
0.3
0
-0.1
0.5
Other fair value changes recognised in equity
1.1
1.0
0
0
Other fair value changes recognised in profit or loss
0
-40.9
0
0
0
Carrying amount as at 31 Dec 2015
Carrying amount as at 31 Dec 2016
1) Reclassified as current receivables and securities from banking business
31 Dec 2015
€m
€m
523.9
498.0
650.5
955.4
352.9
487.3
77.5
77.9
1,604.8
2,018.6
Securities from banking business include financial instruments listed on a stock exchange amounting to
€1,604.8 million (2015: €2,018.6 million).
6.5
31 Dec 2016
Total
issued by supranational issuers
issued by multilateral banks
38.5
34.3
219.4
255.4
2,018.6
1,604.8
32.5
26.4
216
0
Deutsche Börse Group financial report 2016
As in the previous year, "other financial instruments and loans" include securities with a fair value of
€5.0 million pledged to the Industrie- und Handelskammer (IHK, the Chamber of Commerce) Frankfurt.
For details on revaluations and market price changes recognised in other comprehensive income, see
also note 20. Other equity investments include available-for-sale shares.
In the reporting period, impairment losses amounting to €6.7 million (2015: €5.8 million) were
recognised for associates and joint ventures in the income statement. These impairment losses related to
unlisted equity instruments. See ☑note 8 for further details.
Composition of receivables and securities from banking business
Fixed-income securities
issued by regional or local public bodies
issued by other public bodies
The investments in associates and joint ventures include interests in associates with a carrying amount
of €34.3 million (2015: €38.5 million) and interests in joint ventures with a carrying amount of
nil (2015: nil). In financial year 2016, proportionate losses with an amount of nil (2015: nil) were not
recognised for associates accounted for using the equity method.
0
0
-0.4
9.2
0
0
Other fair value changes recognised in profit or loss
5.3
-0.6
0
0
Market price changes recognised in other comprehensive income
0
0
-0.8
0.3
Market price changes recognised in profit or loss
-5.8
0
0
Other fair value changes recognised in equity
0
0
0
Net income from equity method measurement
-1.3
0
0
0
Currency translation differences recognised in equity
0.3
4.4
0
0
Currency translation differences recognised in profit or loss
-0.3
0
-0.7
0
-1.0
Reclassifications
0.2
0
0
0
-5.0
-1.8
0
0
0
Net income from equity method measurement
0.4
0
0
0
Currency translation differences recognised in equity
0
-0.8
0
0
0.4
-58.9
0¹)
0
Revaluation as at 31 Dec 2015
Acquisitions from business combinations
Reclass into "assets held for sale"
5.3
Disposals/(additions) of impairment losses
-16.6
- 10.0
2.3
-1.5
0
0
0
Dividends
0.4
32.6
36.0
Eurex Core
fair value less costs
of disposal
1.2
6.5
9.34)
1.0
7.1
3.7
360T
fair value less costs
of disposal
1.2
6.5
8.74)
4.3
2.5
3.0
11.03)
%
%
%
Eurex Core + ISE
fair value less costs
of disposal
1.2
6.5
9.34)
1.0
6.7
3.4
Clearstream Core
value in use
1.2
6.5
1.5
18.9
17.5
EEX
1.2
6.5
12.74)
2.0
11.6
8.9
Börse Frankfurt
fair value less costs
Zertifikate
of disposal
1.1
6.5
12.84)
2.0
1.5
of disposal
fair value less costs
Fund Services
2.4
fair value less costs
of disposal
1.1
6.5
9.34)
1.0
2.8
costs²)
1.6
fair value less costs
of disposal
1.1
6.5
8.54)
2.0
3.9
MD+S segment
Net revenues
growth rate
Discount rate
%
4.3
MD+S segment
fair value less costs
of disposal
0.2
6.5
7.74)
2.0
2.9
0.4
Fund Services
fair value less costs
of disposal
0.7
6.5
1.3
1.0
9.04)
Impairment losses
1.0
7.2
6.6
360T
fair value less costs
of disposal
0.7
12.34)
6.5
2.5
10.3
1.6
EEX
fair value less costs
of disposal
0.7
8.34)
2.2
2.0
5.7
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
Key assumptions used for impairment tests in 2015
(Group of) cash-
generating unit(s)
Recoverable
amount
CAGR¹)
Risk-free
interest rate
Market risk
Perpetuity
Operating
premium
%
%
4) After tax
3) Before tax
2) Without depreciation, amortisation and impairment losses
1) CAGR compound annual growth rate
Börse Frankfurt
Zertifikate
STOXX
fair value less costs
of disposal
0.2
6.5
11.54)
2.0
6.3
3.0
fair value less costs
of disposal
0.2
6.5
8.94)
2.0
6.8
5.5
2.2
Infobolsa
6.5
of disposal
Disposals
-5.0
-5.6
-0.7
-11.3
Reclassifications
Exchange rate differences
Historical costs as at 31 Dec 2016
1.7
0.4
-2.0
0.1
-0.8
-0.7
0
49.7
-1.5
4.2
40.9
350.0
0.7
441.3
Disposals from change in scope of consolidation
0
-2.0
0
-2.0
Reclassification into "assets held for sale"¹)
-11.5
-25.2
0
-36.7
Additions
4.6
Deutsche Börse Group generally uses derivative financial instruments to hedge existing or highly probable
forecast transactions. The derivatives are included in the items “receivables from banking business",
"other non-current assets”, “other current assets", "other non-current liabilities", "liabilities from
banking business" and "other current liabilities".
79.6
357.8
2.2
0
Exchange rate differences
1.0
2.0
0
3.0
50.3
281.3
0
331.6
Amortisation
6.6
29.4
fair value less costs
0
0
0
0
Reclassifications
439.6
Depreciation and impairment losses as at 1 Jan 2015
42.5
260.1
0
302.6
Amortisation
90.6
6.8
0
37.2
Disposals
0
-11.2
0
-11.2
30.4
Historical costs as at 31 Dec 2015
Depreciation and impairment losses as at 31 Dec 2015
0.1
2.0
10.3
3.7
1) CAGR = compound annual growth rate
2) Without depreciation, amortisation and impairment losses
3) Before tax
4) After tax
Even in case of a reasonably possible change of the parameters, none of the above-mentioned CGUs, or
groups of CGUs, would be impaired.
213
214
Deutsche Börse Group financial report 2016
12. Property, plant and equipment
Property, plant and equipment
Computer
Fixtures and
9.54)
6.5
1.1
of disposal
6.5
4.4
1.2
9.64)
2.5
3.1
1.9
fittings
€m
STOXX
2.8
6.5
14.13)
2.5
1.4
0.8
fair value less costs
value in use
hardware,
operating and
office
equipment
€m
ISE
account and
2.2
42.3
Disposals
2.7
0
-11.3
32.0
-2.7
Reclassifications
0.2
1.9
0
Exchange rate differences
Payments on
-14.0
8.1
-2.1
5.1
construction in
Additions
progress
Total
€m
€m
Historical costs as at 1 Jan 2015
79.9
1.6
2.0
1.2
322.4
403.5
Acquisitions through business combinations
0.8
2.3
Reverse repurchase agreements
Loans to banks and customers
€m
31 Dec 2015
31 Dec 2016
€m
6.8
378.8
Deutsche Börse Group financial report 2016
Balances on nostro accounts
219
In addition to non-current receivables and securities from banking business that are classified as non-
current financial assets (see ☑ note 13), the following receivables and securities from banking business,
attributable solely to the Clearstream subgroup, were classified as current assets as at 31 December
2016.
16. Current receivables and securities from banking business
1) The collateral deposited by clearing members cannot be attributed directly to the individual transactions. For information on the composition of collateral, see
→ note 36.
-21,413.7
Composition of current receivables and securities from banking business
220
Overdrafts from settlement business
Margin calls
Available-for-sale debt instruments
Interest receivables
Forward foreign-exchange transactions¹)
Total
4,050.4
5,217.4
1,128.0
736.8
7,320.0
3,714.5
-24,385.1
0.4
293.8
12,792.6
Money market lendings
1) See note 14.
-111,635.9
31 Dec 2016
€m
31 Dec 2015
€m
31 Dec 2016
€m
31 Dec 2015
€m
10,054.3
Financial assets from repo
transactions
103,440.6
135,158.4
- 15,931.9
-23,239.4
87,508.7
111,919.0
Financial liabilities from
repo transactions
-103,010.4
-134,875.3
15,931.9
23,239.4
50,488.0
-67,288.1
-74,873.1
from options
Financial liabilities
21,413.7
45,874.4
24,385.1
-50,488.0
67,288.1
74,873.1
from options
Financial assets
-87,078.5
-45,874.4
592.3
Uncollectible receivables of €0.5 million (2015: €1.4 million) for which no valuation allowances had
been recognised in prior periods were written off in the reporting period.
15.2
18. Other current assets
Composition of other current assets
31 Dec 2016
€m
Other receivables from CCP transactions
Tax receivables (excluding income taxes)
Prepaid expenses
Interest receivable
Incentive programme
Guarantees and deposits
Creditors with debit balances
Derivatives
Claims against insurance companies
Miscellaneous
Total
19. Restricted bank balances
31 Dec 2015
€m
3.4
1.6
0.7
€m
3.5
3.5
Consolidated balance
sheet disclosures
25.8
26.3
32.9
64.1
43.2
889.3
404.7
21.7
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
6.0
Utilisation
Acquisitions from business combinations
Additions
Balance as at 1 Jan 2015
Allowance account
As in the previous year, there were no trade receivables due after more than one year as at 31 December
2016.
Reversal
17. Changes in valuation allowance on trade receivables
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 for counterparty credit
limits (see note 36).
10,142.9
13,465.5
23.3
65.4
1.2
All of the securities held as at 31 December 2016 and 2015 were listed and issued by sovereign or
sovereign-guaranteed issuers.
64.1
Balance as at 31 Dec 2015
Acquisitions from business combinations
-1.8
-0.1
0
1.6
6.3
-3.0
Additions
0
1.5
7.6
€m
Balance as at 31 Dec 2016
Reversal
Utilisation
0.2
31 Dec 2015
2016
Net amount of financial
instruments
16
0
0
30
-6.0
0
Derivatives held for trading
long-term
short-term
Total
0.1
0
-1.5
0
16
65.7
23.3
2015
Changes in cash flow hedges
In 2015, Deutsche Börse AG entered into a cash flow hedge to eliminate the foreign-exchange risk
associated with the purchase amount of CHF 650 million to be paid in order to acquire the outstanding
interest in STOXX Ltd. and Indexium AG. The forward transaction was designated to hedge the foreign-
exchange fluctuation after having successfully negotiated the main terms of the purchase contract. The
forward transaction was settled on 31 July 2015; the purchase of shares in STOXX Ltd. and Indexium
AG was also closed on this day.
In 2016, Deutsche Börse AG entered into a cash flow hedge to (partially) eliminate the foreign-exchange
risk associated with a US$ loan amounting to a nominal value of US$170 million granted to a subsidiary
with the functional currency US dollar. The forward transaction will be settled on 28 March 2017. On
31 December 2016, the fair value of the forward contract amounted to €–6.0 million. The changes in
fair value have been recognised in revaluation surplus and released through profit or loss upon
recognition of the foreign-exchange gain of the hedged instrument.
Cash flow hedges
No financial instruments designated as fair value hedges were outstanding as at 31 December 2016 or
2015.
short-term
Fair value hedges
-16.6
23.3
65.8
-18.6
-9.1
28, 30
- 18.6
€m
0
0
1.4
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated balance
sheet disclosures
217
Derivatives (fair value)
Fair value hedges
long-term
Note
Assets
Note
Liabilities
31 Dec 2016
€m
31 Dec 2015
31 Dec 2016
31 Dec 2015
€m
€m
0
long-term
Cash flow hedges
short-term
0
0
0
28
0
0
0
0
0
€m
0
31 Dec 2016
€m
€m
0
2,621.4
23.3
-12.4
Eurex Clearing AG and Eurex Frankfurt AG have made prepayments to some customers. The repay-
ment of these amounts depends on the fulfillment of certain criteria. Eurex Clearing AG and Eurex
Frankfurt AG recognise embedded derivatives separately from the host contract as they are not closely
related to this contract: they amount to €4.9 million (2015: €6.2 million), are classified as held for
trading and are shown under "other non-current liabilities” (€1.5 million) and “other current liabilities"
(€3.4 million).
Furthermore, Deutsche Börse AG made prepayments as the relevant criteria were fulfilled. Accordingly,
the embedded derivative is also recognised separately under “other current liabilities” (€3.3 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
15. Financial instruments held by central counterparties
Composition of financial instruments held by central counterparties
Repo transactions
Options
Others
Total
thereof non-current
thereof current
31 Dec 2016
€m
31 Dec 2015
€m
87,508.7
Gross amount of offset financial
instruments
Gross amount of financial
instruments
Gross presentation of offset financial instruments held by central counterparties¹)
The following table gives an overview of the effects of offsetting the financial instruments held by
central counterparties:
The aggregate financial instruments held by central counterparties 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. Financial liabilities of €430.2 million (2015: €283.1 million) were eliminated
because of intra-Group GC Pooling transactions.
126,289.6
-2.4
7,175.2
133,464.8
113,766.2
132.1
21,413.7
24,385.1
1,872.4
111,919.0
5,856.6
107,909.6
Cash flow hedges as at 1 January
€m
€m
€m
0
Amount recognised in other comprehensive income during the year
-6.0
-8.9
Amount recognised in profit or loss during the year
6.0
0
Closed-out
Cash flow hedges as at 31 December
0
8.9
0
0
218
Deutsche Börse Group financial report 2016
Hedges of a net investment
In connection with the private placements in the USA, the series A to C bonds were designated as hedges
against foreign-exchange risk arising from the translation of the functional currency US dollar into euros in
order to hedge the net investment in the ISE subgroup until the disposal of the subgroup on 30 June 2016.
The series A bonds had matured in 2015, series B and C were paid back on 29 July 2016.
60
45
31 Dec 2015
31 Dec 2016
୮
Currency swaps
3,073.8
65.4
Negative fair value
Notional value
Quantity
Derivatives transactions: outstanding positions (currency swaps)
Currency swaps as at 31 December 2016 expiring in less than six months had a notional value of
€3,073.8 million (2015: €2,621.4 million), as well as a negative fair value of €2.4 million and a
positive fair value amounting to €65.4 million (2015: negative fair value of €12.4 million and a
positive fair value amounting to €23.3 million). These swaps were entered into to convert foreign
currencies resulting from the commercial paper programme into euros, and to economically hedge
short-term foreign currency receivables and liabilities in euros. These are reported under “current
receivables and securities from banking business" and "liabilities from banking business" in the balance
sheet (see also notes 16 and 28).
Derivatives held for trading
Until the termination of the hedge, effective exchange rate differences from the private placements were
reported in the balance sheet item “accumulated profit", as are exchange rate differences from the
translation of the functional currency of foreign subsidiaries. There was no ineffectiveness in the net
investment hedges in 2016. A cumulative amount of €116.3 million (2015: €120.9 million) was
recognised in other comprehensive income. In 2016, this amount was reclassified through profit or loss
upon the disposal of the net investment in the ISE subgroup.
Positive fair value
0.3
0
0
0
8.9
0
8.9
0
0
2.8
0
2.8
1.5
0.1
- 6.2
- 156.5
- 44.2
0
0
0
-27.3
-27.3
-1.1
-6.0
0
140.5
0
1.2
0
0
0
0
0.1
0
-0.3
-8.9
0.2
67.2
5.3
Accumulated profit
The "accumulated profit" item includes exchange rate differences amounting to €5.1 million (2015:
€209.6 million). €412.3 million was withdrawn due to currency translation for foreign subsidiaries in
the reporting period (2015: €–170.6 million) and €207.8 million was added relating to investment
hedges that were used to hedge the net investment in ISE against currency risk (2015: €-41.0 million).
Regulatory capital requirements and regulatory capital ratios
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their
capacity as credit institutions, are subject to solvency supervision by the German or Luxembourg
banking supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and
Commission de Surveillance du Secteur Financier, CSSF, respectively). The same applies to the
Clearstream Holding group at the level of the supervisory group.
As in the previous year, Eurex Bonds GmbH and Eurex Repo GmbH are subject to specific provisions
applicable to certain investment firms under BaFin solvency supervision.
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Consolidated balance
sheet disclosures
Other financial
instruments (financial
assets)
€m
Current securities from
banking business
€m
Cash flow hedges
Defined benefit
obligations
Total
0.4
3.2
3.2
0
0
0
8.7
-58.8
-9.0
-0.1
1.1
€m
€m
€m
-159.7
0
-32.1
1.5
The EMIR capital requirements for central counterparties are in large part based on the EU own funds
requirements for credit institutions (see below), but the detail differs both in relation to the capital
components as well as the capital requirement components and capital deduction items. Moreover,
EMIR does not specify any capital buffers such as those introduced by the EU Capital Requirements
Directive 2013/36/EU (CRD IV) and the Regulation (EU) No 575/2013 (Capital Requirements
Regulation, CRR) for banks.
Powernext SA is a regulated market in France, and is hence subject to supervision exercised by the
Autorité des marchés financiers (AMF); furthermore, Powernext SA is obliged to fulfil the regulatory
capital requirements set forth in the “Arrêté du 2 juillet 2007 relatif au capital minimum, aux fonds
propres et au contrôle interne des entreprises de marché".
Deutsche Börse Group financial report 2016
226
225
0
REGIS-TR S.A., as trade repository according to Regulation (EU) No 648/2012/EU (EMIR), is subject to
supervision exercised by the European Securities and Markets Authority (ESMA) pursuant to Article 21
(b) of Delegated Regulation (EU) No 150/2013.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties under the provisions of Regulation (EU) No 648/2012 (European Market Infrastructure
Regulation, EMIR) in 2014, these companies have been subject to the capital requirements under
Article 16 of EMIR. These requirements apply to Eurex Clearing AG in parallel to the solvency
supervision requirements applicable to credit institutions, and the higher requirement has to be met in
each case. Irrespective of its status as a specialist credit institution according to German law, European
Commodity Clearing AG is only subject to EMIR capital requirements.
With the admission as an “Authorised Clearing House" (ACH) by the Monetary Authority of Singapore
(MAS) on 8 July 2015, Eurex Clearing Asia Pte. Ltd. has become subject to own funds requirements
according to the Securities and Futures Act (Singapore) and other specific MAS requirements. However,
the majority of these requirements will only become materially effective with the commencement of
operations, which is currently scheduled for 2017. As a “Recognised Market Operator", Cleartrade
Exchange Pte. Limited is subject to MAS supervision as well, and has to fulfil the respective own funds
requirements.
41.5
- 133.5
- 2.5
0.2
1.1
-15.9
-5.3
-117.1
-114.0
-6.6
-4.5
0
-0.1
-0.7
0
-58.3
- 0.4
Since 1 January 2014, the own funds requirements for credit institutions have been primarily subject to
the EU-wide requirements of the CRR as well as the supplementary national regulations implementing
CRD IV, which transposed the “Basel III" rules into European law.
- 0.1
50.3
4.6
0.8
-0.1
1.1
0.1
1.0
103.7
All companies that are directly or indirectly (i.e. by means of EMIR requirements) subject to the CRR
own funds requirements, are exempted from compliance with trading book requirements. Market risk
exposures consist only of relatively small open foreign currency positions. The companies concerned
uniformly apply the standardised approach for credit risk. As a result of the specific business of the
credit institutions and central counterparties belonging to Deutsche Börse Group, their recognised assets
are subject to sharp fluctuations. This leads to correspondingly volatile total capital ratios at 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
own funds requirements for credit and market risk exposures of Eurex Clearing AG and European
Commodity Clearing AG are relatively stable despite volatile total assets in the course of the year.
Due to the specific arrangements for the two investment firms, Eurex Repo GmbH and Eurex Bonds
GmbH, no explicit own funds requirements for operational risk are determined in accordance with
Article 95 of the CRR. Instead, the total own funds requirement is determined either as the own funds
requirement amount for credit and market risk or as 25 per cent of fixed overhead costs, depending on
which is higher. Since the credit and market risks are low, the relevant criterion for both companies is
the own funds requirement on the basis of overhead costs.
0.3
- 3.5
- 183.8
36.9
-0.3
0
2.4
42.6
42.9
0
0
0
0
0.6
-0.1
0
-0.7
None of the Group companies subject to solvency supervision has Tier 2 regulatory capital.
A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR.
None of the credit institutions or groups currently subject to CRR regulations (Clearstream Banking S.A.,
Clearstream Banking AG, Clearstream Holding group and Eurex Clearing AG) is currently designated as
systemically important. CRD IV introduced various capital buffers, which the supervised (credit)
institutions generally have to meet over and above the minimum total capital ratio of 8 per cent,
although they may temporarily fall below these levels. The capital buffers are introduced in stages,
depending on the economic environment and systemic risk components: since 2014, CSSF has imposed
24.0
7.8
0
0
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, while the Clearstream companies apply the advanced measurement approach
(AMA).
0
42.5
1.7
0
-0.4
-4.6
-0.1
38.9
1.7
0
103.7
In accordance with the resolution by the Annual General Meeting on 15 May 2014, the Executive Board
was authorised, subject to the approval of the Supervisory Board, to issue on one or more occasions in
the period up to 14 May 2019 convertible bonds and/or bonds with warrants or a combination of
such instruments in a total nominal amount of up to €2,500,000,000 with or without maturity restric-
tions, and to grant the holders or creditors of these bonds conversion or option rights to new no-par
value registered shares of Deutsche Börse AG with a proportionate interest in the share capital totalling
up to €19,300,000, as specified in more detail in the terms and conditions of the convertible bonds or
in the terms and conditions of the warrants attaching to the bonds with warrants.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
The Executive Board is authorised, subject to the approval of the Supervisory Board, to disapply share-
holders' pre-emptive rights to bonds with conversion or option rights to shares of Deutsche Börse AG in
the following cases: (i) to eliminate fractions, (ii) if the issue price of a bond does not fall materially short
of the theoretical fair value determined in accordance with recognised financial techniques and the total
number of shares attributable to these bonds does not exceed 10 per cent of the share capital, (iii) to
grant the holders of conversion or option rights to shares of Deutsche Börse AG options as compensation
for dilutive effects to the same extent as they would be entitled to receive after exercising these rights.
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15ff. of the Aktiengesetz (AktG, German Stock
Corporation Act). Accordingly, the share capital was contingently increased by up to €19,300,000
(contingent capital 2014). To date, the authorisation to issue convertible bonds and/or bonds with
warrants has not been exercised.
There were no further rights to subscribe for shares as at 31 December 2016 or 31 December 2015.
Revaluation surplus
The revaluation surplus results from the revaluation of securities and other current and non-current
financial instruments at their fair value net of deferred taxes. This item also includes reserves from an
existing investment in an associated company; these reserves were recognised in connection with the
acquisition of further shares, as the company was consolidated at that date. Actuarial gains and losses
for defined benefit obligations are also directly recognised in revaluation surplus.
223
224
Deutsche Börse Group financial report 2016
Revaluation surplus
Recognition of
hidden
Securities from
reserves from fair
value
measurement
Fair value measurement
Reclassifications
Changes from defined benefit obligations
Balance as at 31 Dec 2015 (gross)
Reversal to profit or loss
Reclassifications
Fair value measurement
Contingent capital
Changes from defined benefit obligations
€m
(financial assets)
business
banking
Other equity
investments
(financial assets)
€m
€m
Balance as at 1 Jan 2015 (gross)
Reversal to profit or loss
1) Shares may only be issued, excluding shareholders pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding
shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
15 May 2017
2.2
3.8
8.1
514.2
1,022.3
Amounts reported separately under liabilities as cash deposits by market participants are restricted.
Such amounts 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
with an external rating of at least AA- are accepted as collateral for the reverse repurchase agreements.
Reported restricted bank balances total €27,777.6 million (2015: €26,870.0 million).
20. Equity
Changes in equity are presented in the consolidated statement of changes in equity. As at 31 December
2016, the number of no-par value registered shares of Deutsche Börse AG in issue was 193,000,000
(31 December 2015: 193,000,000).
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
221
222
Deutsche Börse Group financial report 2016
Composition of authorised share capital
Amount in €
Date of authori-
sation by the
shareholders
Authorised share
capital |¹)
13,300,000 11 May 2016
6,000,000 16 May 2012
Authorised share
capital IV
n.a.
12 May 2020
38,600,000 13 May 2015
Authorised share
capital III¹)
6.6
against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies, or
other assets.
n.a.
Existing shareholders' pre-emptive rights may be disapplied
for fractioning and/or may be disapplied if the share issue is:
12 May 2020
19,300,000 13 May 2015
Authorised share
capital II¹)
Expiry date
10 May 2021
■ 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.
103.7
■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
Aktiengesetz (AktG, German Stock Corporation Act).
3.5
-4.2
0
Balance as at 31 Dec 2015
0
-3.7
0
Reversals
0.6
0
0
-1.3
-0.5
0
Balance as at 1 Jan 2015
Deferred taxes
-0.7
Additions
0
16.2
1.7
2.2
1.2
103.7
Balance as at 31 Dec 2016 (net)
Balance as at 31 Dec 2015 (net)
Balance as at 1 Jan 2015 (net)
7.3
- 2.0
0
Balance as at 31 Dec 2016
-1.3
-56.2
0
Reversals
0
- 44.2
111.4
Additions
0
0
6.2
141.4
0
0
0
2.4
10.8
103.7
-1.2
0
0
0
0
−1.1
9.1
0
0
0
0
0
0
0
-0.1
Balance as at 31 Dec 2016 (gross)
103.7
-40.8
-0.8
-29.2
-0.8
Losses from changes in financial assumptions
-29.2
1) Thereof €0.1 million (2015: €0.3 million) in the offsetting item for non-controlling interests
Balance as at 31 Dec 2016
Tax and administration costs
Benefit payments
Plan participants
31.5
Employers
Effect of exchange rate differences
31.5
0
-0.2
0.2
27.4¹)
-2.9
30.3
-0.4
-0.4
Losses from changes in demographic assumptions
Experience gains
Contributions:
-2.9
442.7
Return on plan assets, excluding amounts already recognised in interest income
-302.0
140.7
-0.3
0.3
0
24.0
24.0
9.3
-6.4
2.9
0.8
-0.8
4.7
4.7
-0.1
9.6
-9.7
0
0.9
-1.0
0
33.3
-6.4
26.9
Remeasurements
-2.9
-0.9
22. Provisions for pensions and other employee benefits
-13.7
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.
Defined benefit pension plans
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly or
indirectly by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG,
the German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, with a
dividend of €2.35 per eligible share, an amended resolution for the appropriation of the unappropriated
surplus will be proposed to the Annual General Meeting.
186,805,015
488.7
Appropriation to other retained earnings in the annual financial statements
-6,194,985
193,000,000
Number
Number of shares outstanding as at 31 December 2016
Number of treasury shares
Number of shares issued as at 31 December 2016
No-par value shares carrying dividend rights
6.0
Appropriation to retained earnings
439.0
Distribution of a regular dividend to the shareholders of €2.35 per share for 186,805,015 no-par value shares carrying
dividend rights
Proposal by the Executive Board:
445.0
-108.2
553.2
€m
31 Dec 2016
Unappropriated surplus
1.0
Executive and Supervisory Boards | Management report | Governance | Financial statements
0
Notes
sheet disclosures
13.7
0
-0.8
2.9
2.1
492.6
-324.7
167.9
In financial year 2016, employees converted a total of €5.3 million (2015: €2.6 million) of their
variable remuneration into deferred compensation benefits.
405.1
that are at least partially funded
Present value of defined benefit obligations
€m
31 Dec 2015
31 Dec 2016
€m
Other
€m
€m
€m
Luxembourg
Germany
Total
Total
Net liability of defined benefit obligations
233
Consolidated balance
-32.0
145.7
Interest expense/(income)
262.5
20.8
62.0
179.7
Eligible current employees
€m
€m
31 Dec 2015
31 Dec 2016
Other
€m
€m
€m
Luxembourg
Germany
Total
237.0
Total
Former employees with vested entitlements
0.6
Essentially, the retirement benefits encompass the following retirement benefit plans:
442.7
492.6
21.1
63.3
408.2
81.1
98.5
0
0.7
97.8
Pensioners or surviving dependants
124.6
131.6
0.3
130.7
Executive boards of Group companies (Germany and Luxembourg)
Breakdown of beneficiaries
140.7
3.1
Present value of unfunded defined benefit
obligations
137.5
164.0
4.3
17.1
142.6
Funded status
-302.0
-324.7
-16.7
-45.5
-262.5
Fair value of plan assets
439.5
0.7
The defined benefit plans comprise a total of 2,713 (2015: 2,686, adjusted for changes to the basis of
consolidation 2015: 2,646) beneficiaries. The present value of defined benefit obligations can be
allocated to the beneficiaries as follows:
0.1
Net liability of defined benefit obligations
167.9
4.4
17.8
Amount recognised in the balance sheet
0
0
0
0
0
Impact of minimum funding requirement/asset
ceiling
3.2
140.7
167.9
4.4
17.8
145.7
3.9
-32.0
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for 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 individual 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.
Deutsche Börse Group financial report 2016
-7.0
-7.0
Losses from changes in financial assumptions
1.9
1.9
Acquisitions from business combinations
7.7
7.7
Return on plan assets, excluding amounts already recognised in interest income
Remeasurements
23.9
-6.1
30.0
-0.6
-0.6
Experience gains
2.8
-6.1
-13.1
Current service cost
Acquisitions from business combinations
Balance as at 31 Dec 2015
Tax and administration costs
Withdrawal of plan assets
Benefit payments
Plan participants
Employers
Contributions:
0.5
-1.8
2.3
Effect of exchange rate differences
-3.5¹)
9.6
-6.1
234
-6.1
21.7
The present value of defined benefit obligations can be reconciled as follows with the provisions reported
in the consolidated balance sheet:
Deutsche Börse Group financial report 2016
236
There have been a separate pension plan (basic pension plan) and a supplementary benefits plan
(bonus plan) for employees of STOXX Ltd. (since 2015), of Eurex Zürich AG (since 2012) and of
Eurex Global Derivatives AG (since 2012); 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 deduction). For the bonus plan, the contributions are
determined as a percentage of the bonus; it is also funded by contributions from employees and the
employer. The retirement age is 65. The beneficiaries can choose between pension payments and a one-
off payment.
Switzerland
For employees of Finnovation S.A. and REGIS-TR S.A. a group plan has been entered into with Swiss
Life (Luxembourg) S.A.; it covers pensions as well as disability and death. The contributions are paid
annually by the employer. Benefits depend on the length of employment at the Group company and
consist of quarterly payments starting upon the employee reaching the age of 65. In the case of
disability or death, differing provisions apply. The contributions are determined annually on the basis
of actuarial reports.
The Clearstream subgroup and Finnovation S.A., both based in Luxembourg, still operate separate
defined benefit plans. The only defined benefit pension plan still in operation in favour of Luxembourg
employees of Clearstream International S.A., Clearstream Banking S.A. and Clearstream Services S.A.
is funded by means of cash contributions 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 ASSEP 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 Luxembourg law.
Luxembourg
Consolidated balance
sheet disclosures
235
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
As part of adjustments to the remuneration systems to bring them into line with supervisory
requirements (see note 39 for detailed information) contracts were adjusted in 2016 and 2015
for some executives. For senior executives affected, whose contracts only provided for the inclusion
of income received and variable remuneration over and above the upper limit of the contribution
assessment (Beitragsbemessungsgrenze) of the statutory pension insurance provisions as pensionable
income to date, pensionable income has now been fixed on the basis of annual income received in
2013 and will henceforth be adjusted annually, to reflect the increase in the cost of living, based on the
consumer price index for Germany published by the German Federal Statistical Office. For executives
affected, whose capital components were calculated on the basis of income received, without observing
the upper limit of the contribution assessment, an amount has been fixed which will be reviewed
annually, and adjusted if necessary, by the Supervisory Board, taking changed circumstances in terms of
income and purchasing power in account.
In the period from 1 January 2004 to 30 June 2006, 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 executives who were employed in the above period
can continue to earn capital components.
There has been an employee-funded deferred compensation plan for employees of certain Deutsche
Börse Group companies 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 arrangements in force before 1 July 1999 were given an option to participate in the deferred
compensation plan by converting their existing pension rights.
Germany
Changes in net defined benefit obligations
8.9
Balance as at 1 Jan 2015
Current service cost
21.7
1.6
-1.4
3.0
145.6
-284.4
430.0
€m
€m
Total
Fair value of
plan assets
of obligations
€m
Present value
Past service cost and gains and losses on settlements
Interest expense/(income)
Acquisitions from business combinations
Net profit for the period
62.6
Net profit for the period 2016 is higher than last year.
Clearstream Banking S.A.
Clearstream Holding group
20.8
21.8
1,197.3
1,260.3
460.4
463.5
%
31 Dec 2015
31 Dec 2016
%
31 Dec 2015
€m
31 Dec 2016
€m
31 Dec 2015
€m
€m
31 Dec 2016
Total capital ratio
Regulatory equity
Own funds requirements
Regulatory capital ratios
7.5
7.3
3.0
1.3
4.5
6.0
Clearing AG
European Commodity
85.3
371.4
81.2
353.5
998.1
EMIR capital adequacy ratio
Own contribution to default fund
EMIR deductions
Equity
Total EMIR capital requirements under Article 16 of EMIR
Other EMIR capital requirements
Own funds requirement for operational, credit and market risk
Capital adequacy requirements under EMIR
Deutsche Börse Group financial report 2016
230
229
The capital resources of European Commodity Clearing AG are currently well above the regulatory
requirements. As at the reporting date, total equity as disclosed in the consolidated statement of
financial position was not fully available to cover the risks according to Article 16 of EMIR, given
that parts of this equity do not fulfil the required liquidity standards. The capital base of other entities
is consistently monitored. Against this background, equity was increased in 2016 by means of a
contribution to the capital reserve in the amount of €25.0 million. Given the increase in the regulatory
minimum requirements for contributions to the clearing fund, European Commodity Clearing AG's default
fund contribution was increased by €1.5 million. Considering the increase, European Commodity
Clearing AG's total default fund contribution amounted to €7.1 million, and thus exceeded regulatory
minimum requirements. Similar to the other companies, its capital resources are reviewed on an
ongoing basis. Depending on future business performance, and in particular on changes in the regulatory
framework, the capital resources will be adjusted as needed; however, this is not expected at present.
The capital requirements under Article 16 of EMIR do not stipulate a specific ratio. Instead, the total
amount of share capital, retained earnings and reserves, less certain items (including the central
counterparty's own contribution to the default fund), is compared with the capital requirements. This
total has to be at least equal to these requirements. In other words, EMIR requires a capital cover of at
least 100 per cent. A reporting requirement to the competent authority - in this case BaFin - is triggered
when this ratio falls below 110 per cent. The €50.0 million contribution made to the capital reserve of
Eurex Clearing AG was entirely added to Eurex Clearing AG's own contribution to the default fund in
2016. Another increase in Eurex Clearing AG's contribution to the default fund, in the amount of
€50.0 million, is scheduled for 2017.
29.5
36.0
314.8
364.8
85.3
81.2
Eurex Clearing AG
19.6
21.5
278.7
297.9
113.6
111.0
Clearstream Banking AG
22.6
22.5
1,042.4
19.5
14.5
65.8
୮
[
୮
Total capital requirements
Own funds requirements for credit
and market risk
Own funds requirements for
operational risk
Composition of own funds requirements
sheet disclosures
Consolidated balance
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRD IV
capital buffer requirements. For this reason, Eurex Clearing AG does not currently expect the CRD IV
capital buffers to have any material impact on its capital requirements. Independently of this, the capital
resources of Eurex Clearing AG are reviewed on an ongoing basis and monitored as part of medium-term
capital planning. In 2016, Eurex Clearing AG received a €50.0 million contribution to its capital reserve
from parent company Eurex Frankfurt AG. An additional contribution of €100.0 million was made in
January 2017. Further contributions are scheduled for the coming years, in order to continuously
strengthen Eurex Clearing AG's capital base.
The own funds requirements calculated with Eurex Clearing AG's internal risk model are higher than the
own funds requirements derived from the basic indicator approach, which follows regulatory stipulations
and is based on the balance sheet. Hence, Eurex Clearing AG always applies additional capital buffers
for such risks, surpassing regulatory minimum requirements. Against this background, banking
supervisors requested in 2011 that Eurex Clearing AG increased the basis for the calculation of
regulatory own funds requirements by considering an appropriate share of clearing-related fees received
for the account of operating entities. The own funds requirements for operational risk are calculated once
a year on the basis of three-year average 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.
Eurex Clearing AG's own funds requirements declined compared with the previous year. Given the
increase in revenue, own funds requirements for operational risk rose slightly according to our model,
while own funds requirements for credit and market risk declined due to the non-recurrent nature of
considerable technical closing-date items related to outstanding receivables recognised in 2015. For
simplicity reasons, Eurex Clearing AG generally does not recognise existing collateralisation for out-
standing settlement receivables in the calculation of own funds requirements. However, regarding the
outstanding receivables recognised at year-end 2015, collateralisation was applied retroactively. The
previous year's figures were adjusted accordingly.
■ implementation of the so-called CRR II package and other amendments under Basel III (presumably
applicable not before 2019)
■ establishment of own funds requirements resulting from the introduction of minimum requirements for
equity and eligible liabilities (MREL) as a result of Directive 2014/59/EU
■ the future applicability of own funds requirements based on the Central Securities Depositories
Regulation (CSDR)
▪ CRD IV capital buffers, which are being increased in stages
In the medium to long term, the Clearstream Holding group expects a moderate increase in own funds
requirements to arise at supervisory group level for the following reasons:
Deutsche Börse Group financial report 2016
228
227
The Clearstream Holding group already responded to the (expected) increased own funds requirements
in the past by launching a programme to strengthen its capital base; this programme continued in 2016.
Further measures are planned for the coming years in the context of medium-term capital planning. In
the year under review, the Clearstream Holding group's capital base was boosted by retaining profits at
different companies, as well as through contributions to capital reserves at Clearstream Banking S.A.
and Clearstream Banking AG.
The own funds requirements of the Clearstream companies remained almost stable in the reporting
period. However, changes occurred regarding own funds requirements for operational risks as well as
credit and market risks, both at single entity and Group level. As of September 2016, the Clearstream
Holding group has applied a different method, the AMA, for the calculation of operational risk own funds
requirements. Since then, the calculation has been made in agreement with the supervisory authorities,
using the so-called DirectVaR. However, formal approval of the new calculation method is still pending.
Due to these changes, and given additional risk scenarios for new products and processes (i.e.
TARGET2-Securities), and for compliance and legal risks, as well as other model adjustments, own
funds requirements at the level of the Clearstream Holding group and at Clearstream Banking S.A.
declined slightly, while they increased for Clearstream Banking AG. The operational risk capital
requirements take into account a temporary banking supervision premium for 2015 and 2016,
which will no longer apply following the conclusion of supervisory reviews and the formal approval
of the DirectVaR, expected during the first half of 2017. Regarding Clearstream Holding group,
technical closing-date items related to open foreign currency positions incurred own funds requirements
for market risk of about €20 million in 2016 (the corresponding open foreign currency positions were
below the threshold value in 2015). These effects, combined with the usual fluctuations of own funds
requirements for credit risk, resulted in a slight increase of own funds requirements for credit and market
risk at the Clearstream Holding group. At Clearstream Banking S.A., requirements have increased due to
closing-date items related to receivables as well as to higher own funds requirements in the securities
lending business (matched principal broking principle). The non-recurrent nature of considerable
technical closing-date items related to a settlement loan previously recognised at Clearstream Banking
AG led to a marked decline in the entity's own funds requirements for credit and market risk.
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. In addition, buffers are taken into account that cover
the recovery indicators specified in the recovery plans and thus prevent recovery scenarios from being
triggered even for peak own funds and capital requirements. The own funds and capital requirements
determined in this way will be met on the basis of medium-term capital planning. As the actual
own funds and capital requirements are below the expected peaks - significantly so under normal
circumstances - this may lead to a very high total capital ratio or EMIR capital cover, especially at the
closing date.
a standard capital conservation buffer of 2.5 per cent of Tier 1 capital on all Luxembourg credit
institutions; this arrangement represents a departure from the general transitional provisions of CRD IV.
This means that the minimum total capital ratio is 10.5 per cent. Besides the capital buffers imposed by
CSSF for all Luxembourg credit institutions, an additional capital conservation buffer of 0.625 per cent
was applied in 2016 to all other regulated Group companies subject to CRR regulations. Taking these
effects into account, the minimum total capital ratio was 8.625 per cent.
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
21.0
31 Dec 2016
31 Dec 2015
31 Dec 2016
31 Dec 2015
66.7
Eurex Clearing AG
113.6
111.0
19.7
7.2
93.9
103.8
Clearstream Banking AG
353.5
371.4
51.3
88.1
302.2
Eurex Clearing AG
283.3
Clearstream Holding group
460.4
463.5
64.3
76.4
396.1
387.1
€m
31 Dec 2015
31 Dec 2016
€m
€m
€m
€m
€m
Clearstream Banking S.A.
European Commodity Clearing AG
31 Dec 2016
€m
Cleartrade Exchange Pte. Limited
Eurex Clearing Asia Pte. Ltd.
REGIS-TR S.A.
Compliance with own funds requirements
According to the MAS, Cleartrade Exchange Pte. Limited is required to maintain own funds at the rate of
either 18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on
which is higher. Powernext SA is obliged to maintain own funds in the amount of operating costs for the
next six months. Regarding the anticipated upswing in the business development of Powernext SA and
Cleartrade Exchange Pte. Limited, we expect slightly increasing own funds requirements for both entities
going forward. While the capital base of Powernext SA is considered appropriate for the anticipated
upswing, Cleartrade Exchange Pte. Limited's capital base will be adjusted, if required.
According to the MAS, Eurex Clearing Asia Pte. Ltd. is required to provide own funds to fulfil “operational
risk requirements”, “investment risk requirements” as well as “general counterparty risk requirements".
Given the current business activities, own funds requirements are based exclusively on “operational risk
requirements". Furthermore, Eurex Clearing Asia Pte. Ltd. is required to notify MAS without undue delay
if the capital cover falls below 120 per cent of own funds requirements.
According to Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to maintain equity in
the amount of at least 50 per cent of annual operating costs.
124.0
152.2
7.0
7.0
5.6
4.6
1,264.7
1,300.0
9.5
10.4
0.8
0.8
31 Dec 2015
%
31 Dec 2016
%
31 Dec 2015
€m
31 Dec 2016
€m
31 Dec 2015
€m
€m
31 Dec 2016
Equity ratio
Regulatory equity
Own funds requirements
Powernext SA
Eurex Bonds GmbH
Eurex Repo GmbH
Own funds requirements
T
The annual financial statements of the parent company Deutsche Börse AG, prepared as at 31 Decem-
ber 2016 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial
Code), report net profit for the period of €553.2 million (2015: €315.9 million) and shareholders'
equity of €2,643.0 million (2015: €2,504.0 million). In 2016, Deutsche Börse AG distributed
€420.1 million (€2.25 per eligible share) from the unappropriated surplus of the previous year.
21. Shareholders' equity and appropriation of net profit of Deutsche Börse AG
Deutsche Börse Group financial report 2016
232
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period and in the period up to the preparation of the consolidated financial statements.
26.4
39.9
12.3
10.8
3.7
2.1
2.2
1.4
10.1
10.2
0.6
0.6
6.4
6.4
3.4
3.9
€m
€m
€m
€m
31 Dec 2015
31 Dec 2016
31 Dec 2015
31 Dec 2016
Regulatory equity
Proposal on the appropriation of the unappropriated surplus
Compliance with own funds requirements
Consolidated balance
sheet disclosures
-6.0
-7.5
-50.0
-100.0
0
-13.0
0
0
48.5
73.9
314.8
364.8
22.5
26.9
160.1
155.8
15.0
19.6
71.1
74.6
7.5
7.3
89.0
81.2
€m
€m
31 Dec 2015
31 Dec 2016
31 Dec 2015
€m
264.8
231
264.8
42.5
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
5.6
4.6
5.6
4.6
0.4
0.4
0.8
0.8
0.8
0.8
0.2
0.2
€m
€m
31 Dec 2015
31 Dec 2016
The capitalisation of Eurex Bonds GmbH significantly exceeded the CRR requirements. Due to the profits
expected to be retained in future, the capital resources of Eurex Bonds GmbH will increase gradually in
the coming years. However, if costs remain more or less stable and the own funds requirements for credit
and market risk are low, the capital requirements are expected to remain virtually unchanged.
Eurex Repo GmbH transfers its earnings to Eurex Frankfurt AG based on a profit and loss transfer agree-
ment. Eurex Repo GmbH increased its capital base as part of the CRR first-time application and the
requirements set forth in a delegated regulation of the EU, which defines profit transfers as overheads
and thus requires their inclusion in the basis for own funds requirement calculations. Due to the
company's decelerating business activities – resulting from current market conditions (low interest
rates, ECB policies) - Eurex Repo GmbH's earnings declined, with negative effects on the profits to be
transferred. Hence, the own funds requirements declined compared with the previous year. Depending
on the future business performance as well as changes to the regulatory requirements, further
contributions to capital may be necessary to a limited extent; however, they are currently not expected
for the medium term.
Composition of own funds/capital requirements
Eurex Bonds GmbH
Eurex Repo GmbH
Own funds requirements for credit
and market risk
53.4
Own funds requirements on the
basis of fixed overheads
31 Dec 2016
€m
31 Dec 2015
€m
31 Dec 2016
€m
31 Dec 2015
€m
Own funds requirements
to be met
237
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
Anticipated losses
Margin deposits
€m
31 Dec 2015
31 Dec 2016
1) IHK Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
thereof with remaining maturity of more than 5 years
thereof with remaining maturity of between 1 and 5 years
Total
Other
Early retirement
Bonuses
Jubilees
Pension obligations to IHK¹
Stock bonus plans
Restructuring and efficiency measures
€m
Composition of other non-current provisions
24. Other non-current provisions
Deutsche Börse Group financial report 2016
244
295.3
17.6
8.7
9.4
3.1
101.7
3.0
0
0.3
-0.2
0
Other non-current provisions have more than one year to maturity.
0.1
68.1
18.2
Changes in the basis of consolidation
Balance as at 1 Jan 2016
Composition of tax provisions
26. Tax provisions
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
The financial liabilities recognised in the balance sheet were not secured by liens or similar rights,
either as at 31 December 2016 or as at 31 December 2015.
The decrease in interest-bearing liabilities is largely attributable to the repayment of all US dollar bonds
during 2016. For details, see the “Capital management" section of the combined management report.
The bonds issued by Deutsche Börse Group have a carrying amount of €2,284.7 million (2015:
€2,546.5 million) and a fair value of €2,457.7 million (2015: €2,679.9 million).
25. Liabilities
For details on the Stock Bonus Plans, see note 39.
Provisions for restructuring and efficiency measures include provisions amounting to €1.7 million (2015:
€3.3 million) for the restructuring and efficiency programme resolved in September 2007, €14.7 million
(2015: €18.7 million) for the programme resolved in 2010 to increase operational performance and
€31.5 million (2015: €37.7 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 as well as
€20.2 million (2015: €27.5 million) for the growth programme resolved in 2015. For more details on
the restructuring and efficiency programmes see “Internal management – management systems"
section in the combined management report.
28.5
22.0
87.2
103.2
131.7
1.8
3.2
0.6
0.5
9.1
5.4
5.8
5.7
5.9
6.5
9.6
9.4
11.7
95.0
-0.2
0
0
7.6
9.6
6.5
85.4
€m
€m
€m
€m
€m
Total
Miscellaneous
provisions
to IHK¹)
Operational claims
13.8
Bonuses
€m
Pension obligations
243
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
The "other personnel provisions” item as at 31 December 2016 includes personnel-related provisions
of €5.7 million (2015: €5.8 million) for jubilees, €2.5 million (2015: €1.2 million) for other personnel
costs and €0.5 million (2015: €0.6 million) for early retirement benefits. The “miscellaneous" item
includes provisions for anticipated losses of €7.0 million (2015: €6.5 million) and provisions for rent
and service costs of €1.3 million (2015: €2.1 million).
1) IHK Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
2) Relates primarily to reclassifications to the employee-funded deferred compensation plan (see note 22) as well as to reclassifications from liabilities.
25.5
47.5
78.3
0
0
2.8
0
3.5
0
Other personnel
306.2
-8.0
0
0
0
-0.1
147.2
5.1
1.2
0.1
0.2
102.7
-25.6
-1.4
-0.8
-0.1
-1.3
-6.7
-121.0
-1.8
0
0
0
-8.1
-9.4
0.2
Reclassification
0
1.9
-6.2
-62.3
-2.5
0
-0.6
1.0
Utilisation
Reversal
Additions
Overdrafts on nostro accounts
Issued commercial paper
Customer deposits from securities settlement business
Composition of liabilities from banking business
The liabilities from banking business are attributable solely to the Clearstream subgroup.
28. Liabilities from banking business
Deutsche Börse Group financial report 2016
246
245
For details on share-based payments, see ☑note 39.
Restructuring and efficiency measures include provisions amounting to €0.1 million (2015: €0.1 mil-
lion) for the restructuring and efficiency programme resolved in 2007, and €0.3 million (2015:
€0.5 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, as well as €9.3 million
(2015: €23.7 million) for the growth programme resolved in 2015. For details see the "Internal
management" section of the combined management report.
174.5
178.3
3.4
Money market lending
6.1
0.5
2.1
1.3
1.2
2.5
6.5
3.1
5.0
3.5
19.3
7.3
24.7
10.2
35.4
0.6
Forward foreign-exchange transactions - held for trading
Interest liabilities
Total
26,869.0
27,777.6
7.7
25,540.2
1,321.1
24,798.2
2,973.8
5.6
31 Dec 2015
€m
€m
31 Dec 2016
11,681.4
13,840.3
0
0.5
12.4
2.4
0
15.5
17.1
29. Cash deposits by market participants
Composition of cash deposits by market participants
Liabilities from margin payments to Eurex Clearing AG by clearing members
Liabilities from margin payments to European Commodity Clearing AG by clearing members
Liabilities from cash deposits by market participants in equity trading
Total
31 Dec 2016
€m
31 Dec 2015
47.5
€m
10,867.3
349.5
286.5
321.9
498.1
125.7
13,024.8
0
76.3
€m
-47.6
-0.1
-44.0
-0.4
-23.8
-19.8
-2.6
-2.9
0
0.3
-66.3
0
-66.3
0
0
316.7
290.5
0
€m
€m
€m
€m
Total
Other taxes
Income taxes:
prior periods
period
Income taxes:
reporting
Balance as at 31 Dec 2016
Interest
Currency translation
26.2
-47.7
56.3
42.3
€m
31 Dec 2015
31 Dec 2016
Total
Miscellaneous
Anticipated losses
Rent and incidental rental costs
Personnel costs
Operational claims
Recourse and litigation risks
Stock bonus plans
Restructuring and efficiency measures
Interest on taxes
Bonuses
Composition of other current provisions
27. Other current provisions
Tax provisions of €173.4 million (2015: €166.3 million) have an estimated remaining maturity of more
than one year.
19.2
117.8
0.1
0
0.3
0.4
96.3
0
0
0
36.8
195.1
42.4
274.3
0
-0.1
117.0
14.8
-2.3
481.4
4.3
461.6
2.5
504.9
Increase by 0.5 percentage points
Reduction by 0.5 percentage points
Increase by one year
Life expectancy
Pension growth
-2.3
432.6
-2.0
482.6
Reduction by 0.5 percentage points
432.3
2.9
2.5
505.0
Increase by 0.5 percentage points
Salary growth
18.8
525.9
19.3
587.5
Reduction by 1.0 percentage point
-14.8
377.4
-15.0
418.8
Increase by 1.0 percentage point
455.4
-2.3
505.4
2.6
Total not listed
Cash
Qualifying insurance policies
Total listed
Investment funds
Interest rate futures
Equity index futures
Derivatives
Corporate bonds
Multilateral development banks
Government bonds
Bonds
Composition of plan assets
239
Consolidated balance
sheet disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
The assets of the pension funds of STOXX Ltd. (since 2015), of Eurex Zürich AG (since 2012) and
Eurex Global Derivatives AG (since 2012) have been invested with AXA Stiftung Berufliche Vorsorge and
are therefore reported under “qualifying insurance policies".
453.4
2.4
Reduction by one year
479.7
-2.6
431.7
442.7
-2.5
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
transferred to acquire securities, without any consulting on the part of the trustee. The contributions
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, a value preservation mechanism is applied; 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. Up to 75 per
cent of this benchmark is derived from the return on five-year German federal government bonds and up
to 25 per cent from the return on the EURO STOXX 50 Index. According to the investment policy, the
fund may only invest in fixed-income and variable-rate securities, as well as listed investment fund units,
and it may hold cash, including in the form of money market funds.
Switzerland
1) Present value of the obligations using assumptions in accordance with the table "actuarial assumptions"
Total plan assets
492.6
Present value of the
obligation¹
3.50
3.50
1.00
3.00
3.50
Salary growth
0.80
2.20
2.20
0.60
1.75
0
Discount rate
%
1.00
%
%
%
%
Switzerland
Luxembourg
31 Dec 2015
Germany
Switzerland
Luxembourg
Germany
31 Dec 2016
Actuarial assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and shown in the following
table:
Assumptions
Consolidated balance
sheet disclosures
%
Pension growth
2.00
1.50
%
€m
Change
obligation
defined benefit
2015
Effect on defined benefit
obligation
%
Change
2016
defined benefit
obligation
€m
Effect on defined benefit
obligation
Change in actuarial assumption
Sensitivity analysis of defined benefit obligation
Deutsche Börse Group financial report 2016
238
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.
Sensitivity analysis
0
2.00
1.80-2.00
0
Staff turnover rate
2.00¹)
Discount rate
2.00¹
2.00¹)
2.00¹)
n.a. 2)
1) Up to the age of 50, afterwards O 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 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.
n.a.2)
31 Dec 2016
1.75
€m
Utilisation
Reclassification²)
Changes to the basis of consolidation
Balance as at 1 Jan 2016
Changes in other provisions
23. Changes in other provisions
Deutsche Börse Group financial report 2016
242
In 2017, Deutsche Börse Group expects to make contributions to multi-employer plans amounting to
around €9.5 million.
During the reporting period, the costs associated with defined contribution plans, and designated multi-
employer plans, amounted to €35.3 million (2015: €34.2 million).
Defined contribution pension plans and multi-employer plans
The expected costs of defined benefit plans amount to approximately €17.1 million for the 2017
financial year, including net interest expense.
1) The expected payments in CHF were translated into euros at the relevant closing rate on 31 December.
153.5
Reversal
148.1
83.7
43.1
39.4
Total
More than 5 years up to 10 years
Between 2 and 5 years
13.3
12.6
11.4
12.4
Between 1 and 2 years
Less than 1 year
€m
€m
85.7
Additions
Currency translation
Interest
31 Dec 2015
12.1
10.0
1.0
-1.0
0
-14.2
-0.1
-18.9
0
-2.8
-0.4
0.1
0
0.4
0
-0.1
Balance as at 31 Dec 2016
Recourse and
litigation risks
€m
Restructuring and
efficiency measures
€m
Interest on taxes
€m
31 Dec 2015
Stock bonus plans
5.0
111.9
35.4
31.0
0
0
€m
Expected pension
payments¹
-32.1
Expected pension
payments¹)
16.7
87.6
264.7
87.9
285.4
3.2
9.8
4.3
13.9
0.1
0.2
1.0
0.6
0.4
5.1
1.1
0.8
3.0
38.3
2.6
2.6
248.2
229.8
253.8
83.4
270.7
%
€m
31 Dec 2016
%
0.2
18.0
84.0
22.6
Deutsche Börse Group considers the price risk resulting from the proportion of listed securities in the
plan assets to be appropriate. The company bases its assessment on the expectation that the overall
volume of payments 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
current low interest rates contribute to a relatively high net liability. A continued decline in returns on
corporate 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 assets included in the plan assets.
240
Deutsche Börse Group financial report 2016
Inflation risk
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries,
i.e. a significant increase in salaries would lead to an increase in the benefit obligation from these
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.
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. If volatility is lower, the actual return is further expected to
exceed the return on corporate bonds with a good rating in the medium to long term.
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.
The weighted duration of the pension obligations was 17.3 years as at 31 December 2016.
Consolidated balance
sheet disclosures
241
Duration and expected maturities of the pension obligations
Expected maturities of undiscounted pension payments
6.0
In Switzerland, the benefit plan at AXA Stiftung Berufliche Vorsorge includes the provision that the board
of this foundation decides annually whether the retirement pensions will be adjusted to reflect 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.
Market risk
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
6.4
Risks
As at 31 December 2016, plan assets did not include any financial instruments held by the Group
(2015: nil), nor did they include any property occupied or other assets used by the Group.
100.0
302.0
100.0
324.7
12.4
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 risks.
37.3
12.1
39.3
7.0
19.3
592.3
0
0
592.3
0
Financial liabilities held for trading
2,223.1
116,022.6
2,223.1
1,604.8
0
0
0
1,604.8
0
0
0
26.0
26.0
6.5
190.9
197.4
6.5
0
190.9
197.4
LIABILITIES
2,414.0
0
6.9
Total liabilities
Other non-current liabilities
Contingent purchase price components
Total assets
-6.7
-6.0
0
-12.7
Other current liabilities
-1.5
0
-1.5
Other non-current liabilities
0
-2.4
-2.4
Liabilities from banking business
-107,249.5
-107,249.5
central counterparties
Current financial instruments held by
-5,856.6
0
-5,856.6
central counterparties
Non-current financial instruments held by
Derivatives
113,601.7
Total
central counterparties
Non-current receivables and securities from banking business
5,856.6
5,856.6
€m
Level 3
Level 2
€m
Level 1
€m
€m
thereof attributable to:
31 Dec 2016
Fair value as at
central counterparties
Non-current financial instruments held by
Current financial instruments held by
Derivatives
ASSETS
Recurring fair value measurements
Fair value hierarchy
As at 31 December 2016, the financial assets and liabilities measured at fair value were allocated to the
following levels of the fair value hierarchy:
Deutsche Börse Group financial report 2016
252
251
The financial assets and liabilities that are measured at fair value are required to be allocated to the
following three hierarchy levels: financial assets and liabilities are allocated to level 1 if there is a quoted
price for identical assets and liabilities in an active market that can be accessed by the entity. They are
allocated to level 2 if the inputs on which fair value measurement is based are observable either directly
or indirectly; these inputs must be based on market expectations. Financial assets and liabilities are
allocated to level 3 if fair value is determined on the basis of unobservable inputs.
6.2
-0.2
6.0
6.7
Financial assets held for trading
Current receivables and securities from banking business
107,679.7
0
Other financial instruments
Debt instruments
Total
Other equity investments
Equity instruments
Available-for-sale financial assets
Total
Other current assets
0.4
113,601.7
0
113,602.1
107,679.7
0.3
0
0.3
0.1
0
0
0.1
Other non-current assets
0
65.4
0
65.4
Current receivables and securities from banking business
0
0
Financial liabilities held for trading
-0.2
0
0
0
0
62.3
62.3
0
0
2,018.6
2,018.6
0
31.4
0
31.4
128.0
0
134.1
6.1
128.0
0
134.1
Derivatives
LIABILITIES
Total assets
Total
Other current assets
6.1
Current receivables and securities from banking business
0
2,112.3
Cash flow hedge Fair value
Derivatives held Fair value
for trading
6.2
0
0
6.2
Other current liabilities
0
0
0
0
Liabilities from banking business
0
2,112.3
135,686.2
0
0
125,958.2
Current financial instruments held by central counterparties
0
7,175.2
central counterparties
Non-current financial instruments held by
6.1
133,567.8
2,112.3
0
0
7,175.2
125,958.2
0
Non-current receivables and securities from banking business
Debt instruments
7,175.2
0
7,175.2
central counterparties
Non-current financial instruments held by
€m
Level 3
Level 2
€m
Level 1
€m
€m
thereof attributable to:
31 Dec 2015
0
Fair value as at
Financial assets held for trading
ASSETS
Recurring fair value measurements
Fair value hierarchy
By comparison, the financial assets and liabilities measured at fair value as at 31 December 2015 were
allocated as follows to the hierarchy levels:
Consolidated balance
sheet disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
-8.4
-113,114.5
0
-113,122.9
Derivatives
Other financial instruments
Current financial instruments held by central counterparties
0
Total
Other equity investments
Equity instruments
Available-for-sale financial assets
Total
Other current assets
0
133,439.8
0
133,439.8
0
0
126,241.3
0
0
0
0
0
Other non-current assets
0
23.3
0
23.3
Current receivables and securities from banking business
0
126,241.3
0
223.7
1.7
Amortised cost
Non-current financial instruments held by
0.2
0.4
receivables
Amortised cost
Loans and
13
Other loans
31.4
26.0
Fair value
AFS¹)
15
0.9
Historical cost
AFS¹)
13
Other financial instruments
2,018.6
1,604.8
banking business
Fair value
AFS¹)
13
Non-current receivables and securities from
134.1
0
197.4
Held for trading
central counterparties
Trade receivables
64.1
592.3
Fair value
48.3
229.9
126,241.3
Amortised cost
Loans and
receivables
AFS¹)
14, 16
Current receivables and securities from
banking business
107,679.7
Fair value
Fair value
15
Current financial instruments held by central
counterparties
7.4
8.3
0
0.1
7,175.2
5,856.6
Fair value
Amortised cost
Loans and
receivables
Held for trading
Other non-current assets
Held for trading
17
85.3
€m
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
- 1,542.2
- 1,440.6
- 5,633.1
Contingent purchase price components
0
58.0
0
0
€m
31 Dec 2015
Carrying amount
31 Dec 2016
Measured at
Category
Fair value
AFS¹)
Historical cost
AFS¹)
13
Other equity investments
Note
0
Consolidated balance sheet item
(classification)
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:
32. Classification of financial instruments under IAS 39
Deutsche Börse Group financial report 2016
250
о
о
0
0
0
0
0
0
Classification of financial instruments (part 1)
Receivables from related parties
Other current assets
Loans and
receivables
Held for trading
Loans and
receivables
Loans and
receivables
11,669.0
13,837.9
Amortised cost
Liabilities at
amortised cost
14, 28
Liabilities from banking business
48.3
229.9
125,958.2
107,249.5
Fair value
Amortised cost
Liabilities at
amortised cost
Other bank loans and overdrafts
Held for trading
Current financial instruments held by central
counterparties
7,175.2
4.3
113,336.0
Fair value
Held for trading
14
Other non-current liabilities
5,856.6
central counterparties
Fair value
Held for trading
15
15
Non-current financial instruments held by
Trade payables
Held for trading
Liabilities at
amortised cost
Liabilities at
amortised cost
14, 30
26,869.0
27,777.6
amortised cost
Amortised cost
Liabilities at
1.8
3.6
amortised cost
Amortised cost
Liabilities at
33
Other current liabilities
Cash deposits by market participants
Liabilities to related parties
372.8
471.2
amortised cost
Amortised cost
Liabilities at
42.2
0.1
12.4
2.4
Fair value
Amortised cost
29
265.5
0
Amortised cost
27,777.6
receivables
0
0.3
Fair value
Amortised cost
Loans and
19
Other cash and bank balances
Restricted bank balances
Held for trading
924.9
441.8
26,870.0
Amortised cost
18
4.7
2.0
Amortised cost
554.1
669.8
23.3
65.4
Fair value
Amortised cost
10,054.3
12,807.8
Amortised cost
Loans and
receivables
33
Loans and
receivables
Amortised cost
Net investment
hedge²)
2,281.0
2,284.7
Amortised cost
Liabilities at
amortised cost
14, 25
(excluding finance leases)
Interest-bearing liabilities
€m
31 Dec 2015
31 Dec 2016
€m
୮
Carrying amount
Measured at
Category
Note
(classification)
Consolidated balance sheet item
Classification of financial instruments (part 2)
sheet disclosures
Consolidated balance
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
2) This relates to the private placements which were designated as hedging instruments of a net investment hedge (see note 14).
1) Available-for-sale (AFS) financial assets
711.1
1,458.1
419.1
Other non-current liabilities
2016
€m
4.3
1,331.8
1,009.9
409.3
1,633.7
1,407.3
0
Cash flow hedges
0
0
-160.2
0
0
0
0
0
0
0
0
0
0
Derivatives held for trading
-1,332.3
-1,008.9
-400.4
-1,620.5
-1,341.7
Fair value hedges
0
0
0
and derivatives held
by central counterparties
Cash inflow - derivatives and
hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Cash outflow - derivatives and
hedges
20,717.7
36,495.9
68,646.2
69,521.2
0
18,146.9
-20,717.7
-36,495.9
-69,076.4 -69,804.3
-18,146.9
-19,989.3
0
0
154.3
0
0
0
0
19,989.3
less financial assets
Total derivatives and hedges
1.0
€m
5.7
7.9
10.0
1,362.3
1,051.6
1,146.8
1,785.6
- 270.1
- 343.7
2,284.7
2,546.5
€m
0.2
0
0
0
о
о
0
о
о
7.7
- 0.6
- 16.0
13,837.9
4.3
-0.5
2015
Over 5 years
-427.2
-269.9
65.6
0
Financial guarantee contracts
0
0
0
977.9
0
0
Consolidated balance
sheet disclosures
2016
249
Contractual maturity
More than 1 year but not
Reconciliation to carrying
amount
Carrying amount
€m
2016
€m
2015
€m
2016
€m
2015
€m
- 4,384.6
more than 5 years
2015
Executive and Supervisory Boards | Management report | Governance | Financial statements Notes
11,669.1
atives held by central counterparties
central counterparties
3.2
12.7
6.2
7.8
6.2
4.9
13.5
2.9
2.6
2.7
1.9
0
18.1
95.0
38.2
525.7
330.4
247
248
Deutsche Börse Group financial report 2016
31. Maturity analysis of financial instruments
Underlying contractual maturities of the financial instruments at the reporting date
Contractual maturity
Non-derivative financial
liabilities
Interest-bearing liabilities
2016
10.5
Sight
2015
22.3
29.3
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Consolidated balance
sheet disclosures
30. Other current liabilities
Composition of other current liabilities
31 Dec 2016
€m
Liabilities from CCP positions
Tax liabilities (excluding income taxes)
Interest payable
Vacation entitlements, flexitime and overtime credits
Deferred income
Derivatives
20.5
Social security liabilities
Liabilities to supervisory bodies
Debtors with credit balances
Issued commercial paper
Miscellaneous
Total
31 Dec 2015
€m
386.4
89.3
30.5
22.7
28.7
Special payments and bonuses
Financial liabilities and deriv-
€m
Not more than 3 months
2016
2015
€m
515.1
0
4.5
Cash deposits by market
participants
24,803.9
26,869.0
2,973.7
0
0
0
Other bank loans and overdrafts
513.9
0.1
0
0
0
Total non-derivative financial
liabilities (gross)
38,672.0
38,379.6
3,609.6
745.0
274.3
124.9
Derivatives and financial instruments held by
42.2
€m
80.6
82.4
€m
2016
€m
More than 3 months but not
more than 1 year
2015
€m
0
0
23.3
15.0
22.4
38.0
0
0
380.1
Other non-current financial
liabilities
Non-derivative liabilities from
banking business
13,487.9
11,387.8
Trade payables, payables to
related parties and other current
liabilities
0
0
0
98.7
214.9
251.9
0
0
100.4
104.8
-0.5
-0.5
0
0
0
0
Other operating expenses
2.7
-0.3
3.0
0
0
Other operating income
0
Unrealised capital gains/(losses)
2.0
0
2.0
0
0
0
Other operating income
-0.2
0
-0.2
0
recognised in income
0
0
0
Disposals
-5.4
-3.3
-2.5
0.3
0.1
0
Additions
-4.4
-6.2
-4.3
0
0
0
Balance as at 1 Jan 2016
0.1
0
0
0
0
0.1
revaluation surplus
Changes recognised in the
3.2
0.2
3.0
6.1
-0.7
0
1.8
€m
Other current
current
liabilities
Other current
Other non-
current
€m
€m
Other equity
investments
Other non-
Total
Liabilities
Assets
Changes in level 3 financial instruments
€m
At the reporting date, the items allocated to level 3 and their measurements were as follows:
■ The derivatives listed in level 2 comprise forward forgein exchange transactions. The fair value of the
forward foreign-exchange transactions is determined on the basis of the forward exchange rates for the
remaining period to maturity as at the reporting date. They are based on observable market prices.
■ The equity investments allocated to level 2 were measured on the basis of current, comparable market
transactions as at 31 December 2015. No investments have been allocated to level 2 as at
31 December 2016.
Financial assets and financial liabilities listed in levels 2 and 3 as at 31 December 2016 are measured
as follows:
Deutsche Börse Group financial report 2016
254
253
to level 1. Given the entity's IPO in the second quarter of 2016, quoted prices in an active market have
been available since that date.
During the reporting period, the investments in Bats Global Markets, Inc., were reallocated from level 2
10.5
133,133.4
0
133,143.9
4.3
■ The fair value of the financial instruments held by central counterparties allocated to level 2 is determined
by market transactions for identical or similar asstes in markets that are not active and by option
pricing models based on observable market prices.
Financial result
€m
Balance as at 1 Jan 2015
0
1.8
0
0
0
Realised capital gains/(losses)
-1.3
0
0
0
0
-1.3
€m
Disposals
0
0
0
0
1.7
Additions
-9.4
-5.9
-9.1
0
0
5.6
1.7
0
0
0
1,440.6
1,542.2
0
0
■ other current liabilities
■ cash deposits by market participants
■ other cash and bank balances
■ restricted bank balances
■ other receivables and other assets as well as current receivables from banking business, to the extent
that these are measured at amortised cost
■ other loans, which are reported under "financial assets"
■ unlisted equity instruments whose fair value generally cannot be reliably determined on a continuous
basis and that are reported under the "financial assets" item; these are carried at cost less any
impairment losses
The carrying amounts of the following items represent a reasonable approximation of their fair value:
5,633.1
Debt instruments issued by Deutsche Börse Group have a fair value of €2,457.7 million (31 December
2015: €2,679.9 million) and are reported under interest-bearing liabilities. The fair value of such
instruments is based on the debt instruments' quoted prices. Hence, debt instruments were allocated to
level 2.
Deutsche Börse Group financial report 2016
256
255
The "other current liabilities" item comprises another derivative financial instrument related to contingent
repayment claims in connection with advance payments made in the amount of €3.3 million. The
measurement of the derivative is based on an internal model, taking into account the contingent
repayment criteria for the payments made by Deutsche Börse AG. Since this is an internal model, the
parameters can differ from those of the settlement date.
Derivative financial instruments from an incentive programme of Eurex Frankfurt AG with a carrying
amount of €1.5 million were allocated to "other non-current liabilities” during the reporting period. The
item “other current liabilities” also includes derivative financial instruments from an incentive programme
of Eurex Clearing AG, with a carrying amount of €6.2 million. At the end of the financial year, the total
carrying amount of the derivative financial instruments was €3.4 million. In the course of the reporting
period, the subsequent measurement of these financial instruments led to gains of €3.1 million and
expenses of €0.4 million; these amounts are reported under “other operating income" and "other
operating expenses". The financial instruments are regularly measured at fair value through profit and
loss using an internal model at the quarterly reporting dates. The model takes into account the criteria
underlying the conditional repayment of the grant made by Eurex Clearing AG, and Eurex Frankfurt AG.
The criteria include, in particular, non-financial indicators such as the expected number of customers in
a specific market segment as well as expected trading volumes. They are continuously monitored, while
taking into account possible adjustments. In order to do this, customer information is also used. Since
this is an internal model, the parameters can differ from those of the settlement date. However, the
derivative financial instrument will not exceed an amount of €1.5 million, and €7.0 million, respectively.
This amount arises if the beneficiaries of the incentive programme fulfil the conditions and a repayment
of the contribution is not taken into consideration.
"Other non-current liabilities” increased by €1.0 million in connection with contingent purchase price
components. During the period under review, the reassessment of the probability that such components
would be utilised resulted in other operating income of €0.8 million. Another contingent purchase price
component expired as at year-end 2016. The reversal of the obligations resulted in other operating
income of €4.3 million. These two purchase price components are measured on the basis of internal
discounted cash flow models, which discount the expected future payment obligations to the
measurement date using interest rates that are appropriate to the risk.
The "other current assets" item increased by €0.3 million due to a forward purchase of additional shares
in an associated entity. The measurement of the forward transaction was based on a discounted cash
flow method, using unobservable market data.
The "other non-current assets" item increased by €0.1 million due to a call option. The option's fair
value was derived from a Black Scholes model based on unobservable market data.
Furthermore, this item includes an equity fund, the fair value of which is calculated on the basis of the
net asset value determined by the issuer. Deutsche Börse Group decreased its investment in the equity
fund in 2016, resulting in a disposal of €0.7 million. The fair value measurement of this item resulted in
positive effects of €0.1 million recognised directly in equity.
The value of an equity investment listed in level 3 is reviewed annually by the issuer, who may initiate
transactions. During the period under review, fair value measurement resulted in positive effects of
€1.0 million recognised directly in equity.
Consolidated balance
sheet disclosures
Notes
The fair value of other financial assets and liabilities not measured at fair value is determined as follows:
Executive and Supervisory Boards | Management report | Governance | Financial statements
4,384.6
- 113,766.2
994.4
705.0
0
о
0
0
0
0
27,777.6
0
0
0
- 133,464.8
0
0
0.1
26,869.0
42.2
0
1,362.5
1,055.9
1,146.8
1,785.6
- 162.6
- 249.2
44,902.6
41,841.8
0
-1.5
-6.7
-1.7
0
recognised in profit or loss
Unrealised capital gains/(losses)
4.3
4.3
0
0
0
0
Other operating income
4.3
4.3
0
0
0
0
Realised capital gains/(losses)
0
-4.3
4.3
0
0
0
Reclassification
-0.7
0
0
0
0.8
2.8
0.3
0.1
6.5
Balance as at 31 Dec 2016
1.1
0
0
0
0
1.1
revaluation surplus
Changes recognised in the
3.9
3.1
0.8
0
0
0
Other operating income
-0.3
-0.3
0
0
0
0
Other operating expenses
3.6
Total liabilities
133,181.7
€m
257
0
34,146.6
38,957.3
0
0
9.5
11.4
13
Group
0
0
11.9
0
13
Eurex
Fund assets
0
0
5.16)
€m
0
0
Loans for settling
securities transactions
Technical overdraft
56,508.9
53,960.1
89,272.7
90,432.0
868.5
50,409.4
51,277.9
1,858.3
47,068.1
48,926.4
49,908.7
46,474.8
48,602.8
44,777.8
1,801.7
927.19)
Total
ASLplus securities lending) Clearstream
Automated Securities Fails Clearstream
Financing³)
n.a."
n.a.)
378.8
293.8
16
Clearstream
facilities
1,403.29
1,894.85)
5.06)
13, 16
13
Group
0
0
3,714.5
7,320.0
16
Clearstream
0
0
2.2
0
Balances on nostro
accounts
0
25,972.1
24,910.6
other counterparties
Eurex¹)
Money market lendings -
central banks
Eurex¹)
Money market lendings -
investments
Uncollateralised cash
0
0
Clearstream
1,128.0
Clearstream
0
0
5.0
0
0
281.05)
302.35)
9.6
13
Eurex
16
Floating rate notes
Clearstream
Other fixed-income
securities
0
0
1,606.8
3,375.6
Group¹)
0
0
736.8
13, 16
5,231.0
-1,283.2
0
-48.3
-46.0
2,557.3
2,419.9
0
0
84.0
50.6
0
0
84.0
50.6
9.0
7.5
45.7
36.7
-13.1
-13.1
32.6
23.6
452.9
2,465.9
2,605.6
439.0
0
€m
2016
€m
2015
€m
2016
€m
2015
€m
2016
€m
2015
€m
403.8
400.9
2,557.3
446.5
2,419.9
0
2,557.3
2,419.9
40.1
443.9
38.1
48.3
46.0
-48.3
-46.0
0
0
2,735.3
2,553.2
-61.4
-599.7
-11.8
-13.0
-131.0
-119.0
0
0
-131.0
-119.0
-122.0
-585.7
-121.1
-564.5
0
0
-600.7
-564.5
-218.6
-233.2
-1,317.4
-1,283.2
0
-600.7
-1,317.4
0
-599.7
-59.1
2,673.9
2,494.1
-42.9
-44.9
-346.6
-332.9
61.4
59.1
-285.2
0
-273.8
401.6
2,388.7
2,220.3
0
0
2,388.7
2,220.3
-84.8
-99.1
-585.7
410.0
(restated)
0
0
-0.1
0.3
Market Data + Services
Total
-0.1
0.1
0.3
0.4
0
0.2
Clearstream
Xetra
Eurex
36.9
-1.5
0
0
36.9
-1.5
191.4
168.4
1,108.2
1.0
0.1
-
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 decisive whether sales revenue is generated
from German or non-German participants.
2015
€m
€m
€m
€m
€m
2016
2015
2016
2015
2016
€m
935.6
Number of employees
Investments²)
Sales revenue¹)
Information on geographical regions
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Other disclosures
265
As described above, the analysis of sales is based on the direct customer's billing address. This means
e.g. that 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
amounted to an additional €49.1 million in 2016 (2015: €50.1 million).
Sales revenue is allocated to the individual regions according to the customer's domicile, while
investments and non-current assets are allocated according to the company's domicile and employees
according to their location.
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.
Non-current assets³)
0
0
1,108.2
о
0
152.6
147.7
0
5,176
5,100
47
42
46
о
42
n.a.
46
42
264
Deutsche Börse Group financial report 2016
In the year under review there was an extraordinary impairment loss of €5.8 million (2014:
€3.9 million, see ☑ note 8).
Non-cash valuation allowances and bad debt losses resulted from the following segments:
Breakdown of non-cash valuation allowances and bad debt losses
2016
2015
n.a.
2016
5,100
726
935.6
-13.3
-6.4
-74.6
-57.5
0
0
-74.6
-57.5
178.1
5,176
162.0
878.1
0
0
1,033.6
878.1
22.0
7.4
152.6
147.7
559
1,033.6
5,231.03)4)
2015
1,328.1
Segment
Collateral
Carrying amounts -
maximum risk exposure
Credit risk of financial instruments
Credit risk arises in Deutsche Börse Group from the following items:
Credit risk
Deutsche Börse Group financial report 2016
266
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.
Financial risks arise at Deutsche Börse Group mainly in the form of credit risk. To a smaller extent, the
Group is exposed to market 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 €474.0 million as at 31 December 2016, whereby €407.0 million stem from credit risk
and €67.0 million stem from market risk.
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
objectives, strategies and methods used to manage risk.
36. Financial risk management
3) Including countries in which more than 10 per cent of non-current assets are held: Germany (2016: €3,327.7 million; 2015: €2,317.0 million) and Switzerland
(2016: €471.1 million; 2015: €471.9 million). The non-current assets for 2015 have not been adjusted for non-current assets attributable to ISE.
2) Excluding goodwill
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2016: €759.0 million; 2015: €695.7 million) and Germany (2016:
€640.9 million; 2015: €649.9 million).
5,100
5,176
0
4,121.6
147.7
152.6
Note
Amount at
Amount at
31 Dec 2016
€m
291.42)
4,079.83)4)
662.5
5,033.7
5,217.4
4,999.9
0
660.0
Group¹)
5,217.4
4,050.4
16
Clearstream
-46.0
2,419.9
0
€m
31 Dec 2015
Amount at
agreements
Eurex¹)
Reverse repurchase
investments
Collateralised cash
Amount at
31 Dec 2016
€m
31 Dec 2015
€m
289.5
2,557.3
Group
-48.3
0.5
0.5
132.5
144.9
America
919
1,035
488.3
488.4
0
11.9
6.4
992.3
Europe
Rest of
3,828
3,843
2,618.9
3,617.4
146.2
145.7
1,305.3
907.1
Eurozone
1,670.1
146
revenue
of internal net
Consolidation
5,100
5,176
4,781.1
4,121.6
147.7
152.6
2,465.9
99
2,605.6
Total of all
207
199
3.8
3.9
1.0
0
121.0
140.3
Asia-Pacific
regions
(restated)
0
(restated)
2015
Current liabilities from cash deposits by market participants
-27,777.6
-26,869.0
Cash and cash equivalents
-29,812.7
-146.9
-29,401.4
-1,579.4
34. Earnings per share
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (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
acquired under the share-based payment programme (see also ☑ note 39) were added to the average
number of 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.
In order to determine diluted earnings per share, all SBP and Long-term Sustainable Instrument (LSI)
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.
260
Deutsche Börse Group financial report 2016
The following potentially dilutive rights to purchase shares were outstanding as at 31 December 2016:
Calculation of the number of potentially dilutive ordinary shares
Tranche
Adjustment of
the
Exercise price
€
exercise price
according to
IAS 33¹)
€
-11,681.4
-13,840.3
Current liabilities from banking business
-62.3
31 Dec 2016
€m
27,777.6
1,458.1
31 Dec 2015
(restated)
€m
26,870.0
711.1
430.2
-42.2
-0.1
Average
number of
outstanding
options
283.1
27,822.0
Reconciliation to cash and cash equivalents
Current receivables and securities from banking business
13,465.5
10,142.9
less loans to banks and customers with an original maturity of more than 3 months
-1,068.1
-931.6
less available-for-sale debt instruments
-592.2
29,665.8
Average price
for
the period
184,997,923
Number of potentially dilutive ordinary shares
46,157
Weighted average number of shares used to compute diluted earnings per share
186,810,215
25,043
185,022,966
Net income for the period (€m)
1,272.7
665.5
from continued operations (€m)
186,764,058
722.1
from non-continued operations (€m)
550.6
52.2
Earnings per share (basic) (€)
from continued operations (€)
from discontinued operations (€)
Earnings per share (diluted) (€)
from continued operations (€)
from discontinued operations (€)
6.81
613.3
less bank loans and overdrafts
Weighted average number of shares outstanding
186,805,015
31 Dec 2016
€
7.95
51,636
74.89
Number of
potentially
dilutive
ordinary shares
31 Dec 2016
2014³)
Total
184,186,855
186,723,986
46,157
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 2016
3) This relates to share subscription rights within the scope of the long-term sustainability plan for senior executives. The quantity of subscription rights under the
2014 tranche may still change from the quantity reported as at the reporting date, since subscription rights will only be granted in future financial years.
As the volume-weighted average share price was higher than the adjusted exercise price for the 2014 tranche,
these stock options are considered to be dilutive under IAS 33 as at 31 December 2016.
Calculation of earnings per share (basic and diluted)
2016
(restated)
2015
Number of shares outstanding as at beginning of period
186,723,986
Number of shares outstanding as at end of period
46,157
Net position of financial instruments held by central counterparties
Other cash and bank balances
Restricted bank balances
2.7
2.7
Subsequent measurement of non-derivative financial instruments
-17.6
-5.1
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
-59.6
0
-0.1
-2.0
Reversal of the revaluation surplus for cash flow hedges
Total
7.0
Cash flows from investing activities
In the 2016 financial year, cash flows from investing activities amounting to €578.5 million reflected
the disposal of shares in ISE group in particular. This transaction involved a cash inflow of €916.3 mil-
lion (adjusted for €13.0 million in cash disposed). Furthermore, the disposal of the shares in Infobolsa
S.A. resulted in a cash inflow of €1.1 million (adjusted for €7.1 million in cash disposed).
In the previous financial year net cash used for investing activities of €1,592.3 million reflected
acquisitions in particular: The full acquisition of 360T group involved a cash outflow of €676.6 million
(adjusted for €27.7 million in cash acquired). Full consolidation of Powernext SA and EPEX SPOT SE
as at 1 January 2015 increased cash by €40.1 million.
Investments in intangible assets and property, plant and equipment amounted to €164.9 million (2015:
€154.5 million), thereof €12.3 million (2015: €6.7 million) attributable to the discontinued operation.
Among the investments in intangible assets and property, plant and equipment, the measures under-
taken under the strategic growth initiatives and infrastructure projects are classified as expansion invest-
258
Deutsche Börse Group financial report 2016
ments, while all remaining investments are reported as replacement investments. The investments
in intangible assets and property, plant and equipment are broken down by segment as follows:
Payment to acquire intangible assets and property, plant and equipment¹)
31 Dec 2016
-52.3
31 Dec 2015
0.3
Subsequent measurement of derivatives
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
Other disclosures
33. Consolidated cash flow statement disclosures
Cash flows from operating activities
After adjustments to net profit for the period for non-cash items, cash flows from operating activities
excluding CCP positions amounted to €856.6 million (2015: €796.6 million). After adjustment for the
change in CCP positions cash flow from operating activities amounted to €1,621.4 million (2015:
€10.1 million). For details on the adjustments see the ☑“Financial position" section of the combined
management report.
The other non-cash income (or expenses in the previous year) consists (consisted) of the following
items:
Composition of other non-cash income/(expenses)
2016
4.7
2015
€m
Impairment of financial instruments
5.0
12.1
Equity method measurement
8.9
-3.2
Reversal of discount and transaction costs from long-term financing
3.7
2.2
€m
3.60
€m
Expansion investments
30.0
16.9
7.5
84.4
70.2
152.6
147.8
Investments in long-term financial instruments totalling €178.9 million (2015: €815.5 million)
included €155.6 million (2015: €771.5 million) for the purchase of floating-rate notes in the banking
business. In addition, equity investments were acquired or increased in a total amount of €5.4 million
(2015: €29.8 million).
Securities and other non-current receivables in the amount of €149.9 million (2015: €208.3 million)
matured or were sold in the financial year 2016. The disposal of shares in BATS Global Markets Inc.
resulted in a cash inflow of €80.3 million.
Cash flows from financing activities
18.3
Cash outflows from financing activities totalled €848.8 million (2015: cash inflows of €76.1 million).
Moreover, the company placed commercial paper of €400.0 million (2015: €2,100.0 million), and
paid out €495.0 million (2015: €2,065.0 million) due to maturing commercial paper issued.
As part of financing the acquisition of shares in 360T Beteiligungs GmbH, the company placed €200.0 mil-
lion in treasury shares in the 2015 financial year, and also placed debt securities with a nominal amount
of €500.0 million.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
259
The acquisition of the remaining 49.9 per cent stake in STOXX Ltd. led to a cash outflow totalling
€653.8 million. Moreover, €63.7 million was paid to non-controlling shareholders, through dividend
payments and/or purchases of shares in subsidiaries which were already fully consolidated. The
acquisition of the shares in STOXX Ltd. was financed by issuing debt securities with a nominal amount
of €600.0 million.
Deutsche Börse AG paid dividends totalling €420.1 million for the 2015 financial year (dividend for
the 2014 financial year: €386.8 million).
Reconciliation to cash and cash equivalents
Reconciliation to cash and cash equivalents
In the 2016 financial year, Series B and C of the private placements (US$290.0 million) were repaid
early; Series A (US$ 170.0 million) had already matured in the previous year.
€m
2.1
30.6
Eurex
Xetra
Clearstream
Market Data + Services
Replacement investments
Eurex
Xetra
Clearstream
Market Data + Services
Total investments according to segment reporting
10.2
1) Not taking into account discontinued operations
29.3
3.4
4.9
45.3
43.4
5.1
0
68.2
77.6
39.0
14.4
3.87
4,781.1
2.94
286.7
331.2
96.1
63.1
333.3
461.2
-2.1
-4.2
-0.6
-0.7
-48.4
-56.4
Earnings before tax (EBT)
Financial result
288.8
335.4
96.7
63.8
946.1
517.6
Earnings before interest and tax (EBIT)
Investments in intangible assets and
property, plant and equipment³)
53.4
59.9
Executive and Supervisory Boards | Management report | Governance | Financial statements
39
43
52
4) The EBIT margin is calculated as EBIT divided by net revenue.
1) The consolidation of internal net revenue column shows the elimination of intra-Group sales revenue and profits.
2) Including revenue in connection with the partial disposal of Direct Edge Holdings, LLC amounting to €38.4 million
3) Excluding goodwill
39
43
50
EBIT margin (%)4)
0.1
2,397
326
323
1,651
1,851
(as at 31 December)
Employees
73.4
63.6
7.0
13.6
2,443
0.2
-3.2
1.6
-221.7
Staff costs
746.4
781.9
184.8
164.6
887.5
1,032.2
related costs)
Net revenue (total revenue less volume-
-214.9
-196.4
-33.1
-28.8
-58.6
-65.8
Volume-related costs
942.8
991.0
217.9
193.4
3.31
-209.1
Notes
-50.0
-229.2
1.6²)
35.1
Net income from equity investments
-44.4
-169.7
-457.7
-40.3
-177.2
-446.7
-84.9
-102.4
-507.4
-549.7
Operating costs
-42.1
-37.9
-235.8
-254.5
Other operating expenses
-4.9
-5.4
-56.7
-73.5
impairment losses
Depreciation, amortisation and
-243.6
-47.0
263
381.7
Market Data + Services
■ Eurex Bonds OTC trading platform
■ Central counterparty for equities and bonds
■ Admission of securities (listing)
■ Custody and settlement services for domestic and international securities
■ Global securities financing services and collateral management
■ Investment funds and hedge funds services
Distribution of licences for trading and market signals
■ Development and sales of indices (STOXX)
"
Technology and reporting solutions for external customers
■ Cash market with the Xetra, Börse Frankfurt and Tradegate trading venues
"
In accordance with IFRS 8, information on the segments is presented on the basis of internal reporting
(management approach).
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales
revenue. 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 “financial result”.
261
262
Deutsche Börse Group financial report 2016
Segment reporting
Eurex
Xetra
Clearstream
Trading participant connectivity
(restated)
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■ Eurex Repo over-the-counter (OTC) trading platform
0.29
6.81
3.60
Other disclosures
3.31
2.94
0.29
As at 31 December 2016, 66,909 subscription rights were excluded from the calculation of the weighted
average of potentially dilutive shares as these shares do not have a dilutive effect during the financial year
ending on the reporting date.
Executive and Supervisory Boards | Management report | Governance | Financial statements
■ Electronic clearing architecture C7
Notes
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
Xetra
Clearstream
Market Data + Services
Business areas
■ Electronic trading of European derivatives (Eurex Exchange), commodities (EEX group) and foreign
exchange (360T)
Other disclosures
(restated)
3.87
2016
€m
901.1
Net interest income from banking
business
21.4
16.5
0
0
62.6
34.1
Other operating income
925.2
26.9
6.6
6.8
3.2
7.6
Total revenue
1,098.0
2016
€m
זר
Consolidation of internal net
revenue¹)
(restated)
14.9
211.1
Group
914.7
2015
186.8
€m
2016
€m
2015
€m
2016
€m
2015
€m
External sales revenue
1,049.7
914.7
186.8
Total of all segments
917.0
211.1
Total sales revenue
893.2
7.9
8.2
1,049.7
0
Internal sales revenue
0
0
0
14
Financial guarantee
contracts)
Derivatives
by central counterparties
Financial instruments held
0
0
1,499.3
0
6.8
0.4
44,228.210)
Clearstream
Margin requirements
0
0
1.2
15.2
16
1,138.0
16
23.3
57,172.8¹¹)
8) Off-balance-sheet items
Clearstream
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.
6) The amount includes collateral totalling €5.0 million (2015: €5.1 million).
5) Thereof €1,818.5 million transferred to central banks (2015: €1,863.4 million)
4) Total of fair value of cash (€41.0 million; 2015: €4.3 million) and securities collateral (€4,038.8 million; 2015: €5.266.7 million) received under reverse
repurchase agreements
3) Thereof none transferred via transfer of title to central banks (2015: €3,114.5 million)
2) Thereof none repledged to central banks (2015: nil)
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
119,782.6
111,132.9
140,384.7
135,864.0
0
0
50.8
0
0
0
65.8
63,273.71)
49,538.610)
Total
0.4
0
56,508.9
€m
31 Dec 2015
Amount at
53,960.1
Amount at
31 Dec 2016
€m
Collateral
89,272.7
90,432.0
Amount at
31 Dec 2016
€m
Note
Segment
Amount at
31 Dec 2015
€m
maximum risk exposure
Carrying amounts -
Balance brought forward
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
267
9) Meets the IAS 39 criteria for a financial guarantee contract
Other receivables
Interest receivables
Other loans
0.2
0
4.7
2.0
parties
Group
Receivables from related
0
0
554.1
669.8
Group
Trade receivables
0
0
932.3
450.2
32
Group
Other assets
0
0
Group
10) Net value of all margin requirements resulting from executed trades at the reporting date as well as clearing fund requirements: This figure represents the risk-
oriented view of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties"
item in the balance sheet shows the gross amount of the open trades according to IAS 32.
Deutsche Börse Group also applies additional methods in order to detect credit concentration risks. In
2016, no significant credit concentrations were assessed.
268
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other US
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the
defendants' motions and dismissing the lawsuit. On 6 March 2015, the plaintiffs appealed the decision
to the Second Circuit Court of Appeals, which heard oral arguments in the case on 8 June 2016.
Havlish vs Clearstream Banking S.A. ("Havlish")
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A., is
based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover of
certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint also
asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek
damages of up to approximately US$6.6 billion plus punitive damages and interest.
Criminal investigations against Clearstream Banking S.A.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
Dispute between MBB Clean Energy AG and investors
A dispute has arisen between MBB Clean Energy AG (MBB), the issuer of a bond eligible in Clearstream
Banking AG, and end investors. MBB issued a first tranche of the bond in April 2013 and a second
tranche of the bond in December 2013. The global certificates for the two tranches of the bond were
delivered into Clearstream Banking AG by the paying agent of the issuer. The dispute relates to the non-
payment of the second tranche of the bond with a nominal value of €500.0 million and the purported
lack of validity of the bond. Clearstream Banking AG's role in the dispute on the purported lack of
validity of the MBB Clean Energy AG bond is primarily to safekeep the global note, deposited by the
paying agent of the issuer, as national central securities depository. At this stage, it is unclear if and to
273
274
Deutsche Börse Group financial report 2016
what extent potential damages exist and if so who would ultimately be responsible. Provisional
insolvency proceedings have meanwhile been opened in respect of the issuer, MBB Clean Energy AG.
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. The Group
recognises provisions for litigation and regulatory matters when it has a present obligation arising from a
past event, an outflow of resources with economic benefit to settle the obligation is probable, and it is
able to reliably estimate the amount. In such cases, there may be an exposure to loss in excess of the
amounts recognised as provisions. When the conditions are not met, the Group does not recognise a
provision. As a litigation or regulatory matter develops, Deutsche Börse Group evaluates on an ongoing
basis whether the requirements to recognise a provision are met. The Group may not be able to predict
what the eventual loss or range of loss related to such matters will be. The 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 data as a whole.
Other liability risks
In connection with the planned transaction with London Stock Exchange Group, Deutsche Börse AG has
entered into agreements with service providers, in particular relating to consultancy services, that
include fees which only fall due in the event of the transaction being closed successfully. These success-
based fees amount to €70.2 million.
Tax risks
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A
process has been developed to recognise and evaluate these risks, which are initially recognised
depending on the probability of occurence. In a second step, these risks are measured on the basis of
their expected value. A tax provision is recognised in the event that it is more probable than not that the
risks will occur. Deutsche Börse Group continuously reviews whether the conditions for recognising
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 2016 nor as at 31 December 2015.
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.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Peterson vs Clearstream Banking S.A. ("Peterson II")
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals, and then by the US Supreme Court on
20 April 2016. Once the process of distribution of funds to the plaintiffs is complete, a related case,
Heiser vs Clearstream Banking S.A., also seeking turnover of the same assets, should be dismissed.
In its 2012 corporate report, Deutsche Börse Group informed about proceedings, Peterson vs
Clearstream Banking S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turnover of
certain customer positions held in Clearstream Banking S.A.'s securities omnibus account with its US
depository bank, Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages
of US$250.0 million. That matter was settled between Clearstream Banking S.A. and the plaintiffs and
the direct claims against Clearstream Banking S.A. were abandoned.
Heiser vs Clearstream Banking S.A.
1 to 5 years
More than 5 years
Total
Other litigation and liability risks
31 Dec 2016
€m
31 Dec 2015
€m
47.0
60.9
39.2
Notes
60.8
9.9
95.3
131.6
Contingent liabilities may result from present obligations and from possible obligations arising from
events in the past. Deutsche Börse Group recognises provisions for the possible incurrence of losses only
if there is a present obligation arising from a past event that is likely to result in an outflow of resources,
and if Deutsche Börse Group can reliably estimate the amount of the obligation (see also ☑ note 3). In
order to identify the litigation for which the possibility of incurring a loss is more than unlikely, as well as
how the possible loss is estimated, Deutsche Börse Group considers a large number 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 expert reports and evaluations of legal advisors. However, it is also possible
that no reliable estimate for any specific litigation could be determined before the approval of the
consolidated financial statements, and that – as a result – no provisions are recognised.
-
-
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
Peterson vs Clearstream Banking S.A., Citibank NA et al. (“Peterson I") and
9.1
Up to 1 year
Other disclosures
31 Dec 2016
€m
0.7
0
0
0.6
1.6
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
2) Includes rental income from subleases of International Securities Exchange Holdings, Inc., which was fully consolidated until Q2/2016. For details, see note 2.
39. Share-based payment
Stock Bonus Plan (SBP)
In the reporting period, the company established an additional tranche of the SBP. In order to participate
in the SBP, a beneficiary must have earned a bonus. The number of stock options for senior executives
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 are paid
at the time the bonus is determined. Rather, the entitlement is generally received three years after the
grant date (waiting period). Within this period, beneficiaries cannot assert shareholder rights (in
particular, the rights to receive dividends and attend the Annual General Meeting). 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 shares in electronic trading on the Frankfurt Stock Exchange) is
multiplied by the number of stock options.
275
276
Deutsche Börse Group financial report 2016
For the stock bonus of senior executives under the 2013 to 2014 tranches, Deutsche Börse AG has an
option to settle a beneficiary's claim in cash or shares. The company resolved a cash settlement for
claims relating to the 2013 tranche due in February 2017. Cash settlement has been agreed upon with
the introduction of the 2015 tranche. A cash settlement obligation has also existed for claims relating to
the Stock Plan for the executive board members of the Clearstream companies since the 2011 tranche.
The SBP for members of the Executive Board of Deutsche Börse AG was terminated prematurely on
31 December 2015. Settlement of the stock bonus from the 2013 to 2015 tranches took place in the
first half of 2016; payments made from the 2014 and 2015 tranches are subject to a restriction on
disposal until 31 December 2016 and 31 December 2017, respectively. According to the new
remuneration scheme, members of the Executive Board are obliged to invest the payments made in
Deutsche Börse AG shares, where not restricted by takeover legislation with regard to the intended
business combination with London Stock Exchange Group plc or other legal provisions.
For further information on the number of stock options granted to members of the Executive Board, and
the new remuneration system for members of the Executive Board applicable since 1 January 2016,
please also refer to the ☑ remuneration report.
Stock Plan
On 20 April 2009, the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) published
a circular on remuneration policies in the banking sector that addresses key aspects of remuneration
practices for sustainable corporate governance and supports their implementation in banking institutions'
day-to-day operations. According to this circular, every banking institution is required to introduce a
remuneration policy that is aligned with its business strategy and corporate goals and values, as well
as with the long-term interests of the financial enterprise, its clients and investors, and that minimises
the institution's risk exposure. Clearstream companies in Luxembourg have therefore revised their
remuneration system for executive boards in line with the circular, and introduced a Stock Plan. This
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
performance-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
separate tranches, which are measured according to their respective residual term using the
corresponding parameters of the SBP for senior executives. This programme expired at the end of
financial year 2013.
Evaluation of the Stock Bonus Plan (SBP) and the Stock Plan
In accordance with IFRS 2, the company uses an adjusted Black-Scholes model (Merton model) to
calculate the fair value of the stock options.
0
0.9
0.6
€m
31 Dec 2015²)
€m
59.8
67.6
Up to 1 year
1 to 5 years
More than 5 years
Total
176.7
193.7
116.7
155.4
Minimum lease payments from operating leases ¹)
353.2
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
2) Includes minimum lease payments of International Securities Exchange Holdings, Inc., which was fully consolidated until Q2/2016. For details, see note 2.
In the reporting period, minimum lease payments amounting to €58.5 million (2015: €63.3 million)
were recognised as expenses. No expenses were incurred for subleases or contingent rentals in the
reporting period.
Operating leases for buildings, some of which are subleased, have a maximum remaining term of six
years. The lease contracts usually terminate automatically when the lease expires. The Group has options
to extend some leases.
Expected rental income from subleases")
Up to 1 year
1 to 5 years
More than 5 years
Total
31 Dec 2016
31 Dec 20152)
€m
416.7
Breakdown of future financial obligations
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 note 38) are
presented in the following:
37. Financial liabilities and other risks
Collateral value
at
31 Dec 2016
€m
31 Dec 2015
€m
27,772.0
29,400.8
26,861.3
36,412.5
57,172.8
63,273.8
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 €2.1 million (2015: €3.1 million) relating to fees for trading and
provision of data and IT services are not expected to be collectible.
In contrast to the risk-oriented net analysis of the transactions via the central counterparties, 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 “Financial instruments held by central counter-
parties" section in note 3 or ☑note 15. For an analysis of the carrying amount, see note 15.
269
270
Deutsche Börse Group financial report 2016
Credit risk concentrations
Deutsche Börse Group's business model and the resulting business relationships 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 on concentration risks and so-called large exposures, such as those arising
from articles 387-410 of regulation (EU) 575/2013 (Capital Requirements Regulation, CRR) and article
47 paragraph 8 of regulation (EU) 648/2012 (European Market Infrastructure Regulation, EMIR), are
complied with. See also note 20 for an explanation of regulatory capital requirements.
The required economic capital (VaR with a 99.98 per cent confidence level) for credit risk is calculated
for each business day and amounted to €407.0 million as at 31 December 2016 (2015: €409.0
million).
Market risk
Collateral value
at
1) The amount includes the clearing fund totalling €2,529.3 million (2015: €2,399.7 million).
2) The amount includes the clearing fund totalling €1,714.8 million (2015: €2,160.3 million).
3) The collateral value is determined on the basis of the fair value less a haircut.
Total
Securities and book-entry securities collateral²) 3)
Deutsche Börse Group financial report 2016
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
collateralised basis, e.g. via reverse repurchase agreements or by deposits with central banks.
According to the treasury policy, mainly highly liquid financial instruments with a minimum rating of AA-
(Standard & Poor's/Fitch) resp. Aa3 (Moody's) issued or guaranteed by governments or supranational
institutions are eligible as collateral.
Uncollateralised cash investments are permitted only for counterparties with sound creditworthiness
within the framework of defined counterparty credit limits. Counterparty credit risk is monitored on the
basis of an internal rating system.
The fair value of securities received under reverse repurchase agreements (Clearstream subgroup, Eurex
Clearing AG and Deutsche Börse AG) was €4,992.7 million (2015: €5,226.7 million). The Clearstream
subgroup and Eurex Clearing AG are entitled to repledge the securities received to their central banks to
regain liquidity.
As at 31 December 2016, Deutsche Börse Group (including the Clearstream subgroup, Eurex Clearing
and Deutsche Börse AG) has not repledged any securities to central banks (2015: €3,114.5 million
repledged by Clearsteam subgroup).
A portion of the available-for-sale fixed-income financial instruments and floating-rate notes held by
Clearstream is transferred via transfer of title to central banks to collateralise the settlement facilities
obtained. The fair value of transferred securities was €1,818.5 million as at 31 December 2016
(2015: €1,863.4 million).
Clearstream receives cash deposits from its customers in various currencies, and places these cash
deposits in money market instruments. If negative interest rates apply to these cash investments, the
interest expense is charged to the respective customers. This recharging policy was initiated in early
2015; at that time, it was limited to deposits in euro whose balances exceeded €7.5 million. It has
now been extended to all currencies bearing a negative interest without any consideration of their
long balances.
Eurex Clearing AG receives cash collateral from its clearing members mainly in its clearing currencies euro
and Swiss francs. Negative interest rates resulting from reinvestments on this cash collateral are passed
on to the clearing members after deducting an additional margin.
As part of the annual planning, Deutsche Börse Group's treasury policy requires any net earnings
exposure from currencies to be hedged using forward foreign-exchange transactions if the unhedged
exposure of an individual currency exceeds 10 per cent of consolidated EBIT. Foreign-exchange
exposures below 10 per cent of consolidated EBIT may also be hedged.
Loans for settling securities transactions
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
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
€1,403.2 million as at 31 December 2016 (2015: €927.1 million). Collateral received by Clearstream
Banking S.A. in connection with these loans amounted to €1,858.3 million (2015: €868.5 million).
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrow-
ings from various counterparties totalling €44,777.8 million as at 31 December 2016 (2015:
€48,602.8 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €47,068.1 million (2015:
€50,409.4 million).
In 2015 and 2016, no losses from credit transactions occurred in relation to any of the transaction
types described.
Financial instruments of the central counterparties
To safeguard the Group's central counterparties 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 the respective clearing house. Additional
safety mechanisms of the Group's central counterparties are described in detail in the risk report.
The aggregate margin calls based on the executed transactions and clearing fund requirements after
haircuts was €44,228.2 million at the reporting date (2015: €49,538.6 million). In fact, collateral
totalling €57,172.8 million (2015: €63,273.8 million) was deposited.
Composition of collateral held by central counterparties
Cash collateral (cash deposits)")
Clearstream grants customers technical overdraft facilities to maximise settlement efficiency. These
settlement 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
€123.8 billion as at 31 December 2016 (2015: €108.6 billion). Of this amount, €3.3 billion (2015:
€3.4 billion) is unsecured, whereby a large proportion relates to credit lines granted to central banks
and other government-backed institutions. Actual outstandings at the end of each business day generally
represent a small fraction of the facilities and amounted to €293.8 million as at 31 December 2016
(2015: €378.8 million); see note 16.
On an intraperiod basis, the risk exposure described above is monitored against the latest EBIT forecast.
In addition, the policy stipulates that intraperiod open net foreign-exchange positions are closed out
when they exceed €15.0 million. This policy was complied with, as in the previous year; as at 31 De-
cember 2016, there were no significant net foreign-exchange positions.
Currency risks in the Group arise mainly from operating income and expenses denominated in US
dollars, plus that portion of Clearstream's sales revenue and net interest income from banking business
(less expenses) that is directly or indirectly generated in US dollars. The Clearstream segment generated
10 per cent of its sales revenue and net interest income (2015: 10 per cent) directly or indirectly in
US dollars.
€
1,170.0
1,170.0
settlement
CHF
200.0
100.0
Clearstream Banking S.A.
working capital¹)
€
settlement
750.0
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
For refinancing purposes, Eurex Clearing AG and the Clearstream subgroup can pledge eligible securities
with their respective central banks.
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$3.0 billion as at 31 December
2016 (2015: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in favour of
Clearstream Banking S.A. amounting to US$2.5 billion (2015: US$2.5 billion).
Furthermore, Eurex Clearing AG holds a credit facility of US$1.7 billion (2015: US$2.1 billion) granted
by Euroclear Bank S.A./N.V. in order to maximise settlement efficiency.
272
Deutsche Börse Group financial report 2016
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term
financing, involving a total facility of €2.5 billion in various currencies. As at year-end, there was no
commercial paper outstanding (2015: €95.0 million).
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 2016,
commercial paper with a nominal value of €349.5 million had been issued (2015: €286.5 million).
In December 2016, Standard & Poor's confirmed Deutsche Börse AG's "AA" credit rating with a negative
outlook. Deutsche Börse AG was one of only two DAX-listed companies that had been given an AA rating
by Standard & Poor's. Deutsche Börse AG's commercial paper programme was awarded the best
possible short-term rating of A-1+.
The "AA" rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating agencies
Fitch and Standard & Poor's in October 2016. For further details on the rating of Deutsche Börse Group,
see the "Financial position" section in the combined management report.
750.0
11) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and clearing fund requirements
Eurex Clearing AG
605.0
Acquisitions where payment of the purchase price results in material currency risk are generally hedged.
Interest rate risks arise further from debt financing of acquisitions.
Deutsche Börse Group did not issue any bonds in 2016. For an overview on details on all bonds issued
by Deutsche Börse Group see the "Net assets” section in the combined management report.
Risks from listed securities 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.
Executive and Supervisory Boards | Management report | Governance | Financial statements
Notes
Other disclosures
271
Economic capital is calculated at the end of each month for market risks that can arise in connection
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 CTAs and the Clearstream Pension Fund in
Luxembourg. On 31 December 2016, the economic capital for market risk was €67.0 million (2015:
€59.0 million).
In financial year 2016, impairment losses amounting to €7.1 million (2015: €5.8 million) were recog-
nised in profit and loss for strategic investments that are not included in the VaR for market risk.
Liquidity risk
605.0
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, financing required 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 customer cash margins received and
investments, only a limited amount of which may have tenors of up to one month, while the Clearstream
subgroup may invest customer balances up to a maximum of one year, in secured money market prod-
ucts or in high-quality securities with a remaining maturity of less than ten years, subject to strict moni-
toring of mismatch and interest rate limits (see ☑ note 31 for an overview of the maturity structure).
Term investments can be transacted via reverse repurchase agreements against highly liquid collateral
that can be deposited with the central bank and can be used as a liquidity buffer if required.
Company
Purpose of credit line
Currency
Amount at
31 Dec 2016
Amount at
31 Dec 2015
m
m
Deutsche Börse AG
working capital¹)
€
Contractually agreed credit lines
Operating leases (as lessee)
Executive and Supervisory Boards | Management report | Governance | Financial statements
Additions
Deutsche Börse Group financial report 2016
282
281
Provisions for the CPIP and the PSP amounting to €5.1 million were recognised at the reporting date of
31 December 2016 (31 December 2015: €1.1 million). Of the provisions, €4.6 million were attribu-
table to members of the Executive Board (2015: €1.1 million). The total expense for CPIP and PSP
stock options in the reporting period was €4.0 million (2015: €1.1 million). Of that amount, an expense
of €3.5 million was attributable to members of the Executive Board active at the reporting date (2015:
€1.1 million).
5.1
0
16.7
1.3
0
6.4
76.41
76.42
76.42
Change in number of CPIP and PSP stock options allocated
84,177
218,706
3.8
0
10.3
76.41
76.42
76.42
134,529
2015
€m
€m
€m
€
€
2016
Total
€
Balance at
To the Executive Board
In the reporting period, an expense totalling €2.6 million (2015: €1.8 million) was recognised in staff
expense for the Group Share Plan.
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 2016 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.
Group Share Plan (GSP)
For further information on the number of stock options granted to Executive Board members, and on the
remuneration system for Executive Board members introduced on 1 January 2016, please refer to the
remuneration report.
218,706
0
0
84,177
41,465
93,064
Total
28,501
0
31 Dec 2015
28,501
190,205
0
0
55,676
31 Dec 2016
forfeited
cash options
Balance at
Options
Fully settled
Additions
Tranche 2016
Additions/
(disposals)
Tranche 2015
41,465
93,064
To other senior executives
Number
31 Dec 2016
31 Dec 2016
Volatility of Deutsche Börse AG shares
-0.76
-0.65
%
31 Dec 2019
31 Dec 2020
Risk-free interest rate
Term to
Tranche 2015
Tranche 2016
Valuation parameters for CPIP and PSP stock options
Evaluation of the Co-Performance Investment Plan (CPIP) and the Performance Share Plan (PSP)
In accordance with IFRS 2, the company uses an adjusted Black-Scholes model (Merton model) to
calculate the fair value of the CPIP and PSP stock options.
The payout amount is calculated by multiplying the final number of Performance Shares with the
average share price (Xetra closing price) of Deutsche Börse AG's shares in the last calendar month
preceding the performance period, plus the total of dividend payments made during the performance
period based on the final number of Performance Shares.
%
Other disclosures
Executive and Supervisory Boards | Management report | Governance | Financial statements
The final number of Performance Shares is calculated by multiplying the original number of Performance
Shares with the level of overall target achievement. The PSP level of overall target achievement is based
on 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; and secondly, on the increase of Deutsche Börse AG's net
profit for the period attributable to shareholders of Deutsche Börse AG. The two performance factors
contribute 50 per cent each to calculate overall target achievement.
Based on the PSP 100 per cent stock bonus target, the corresponding number of phantom shares for
each beneficiary is calculated by dividing the stock bonus target by the average share price (Xetra
closing price) of Deutsche Börse AG's shares in the last calendar month preceding the performance
period. Any right to payment of a PSP stock bonus vests only at the end of a five-year performance
period.
On 1 January 2016, the Group launched its new share-based remuneration programme, the Perfor-
mance Share Plan (PSP), for the Executive Board of Deutsche Börse AG as well as selected executives
and employees of Deutsche Börse AG and participating subsidiaries. The 100 per cent stock bonus
target was calculated in euros for each Executive Board member. The 100 per cent stock bonus target
for selected executives and employees of Deutsche Börse AG and participating subsidiaries is defined
by the responsible decision-making bodies.
In the 2015 financial year, a new remuneration programme (Co-Performance Investment Plan, CPIP)
was introduced, and the CEO was offered a one-time participation. The appropriate number of phantom
shares was calculated based on the number of shares granted and the increase of Deutsche Börse AG's
net profit for the period attributable to shareholders of Deutsche Börse AG, as well as 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 entities. The performance period for
the measurement of the performance criteria commenced on 1 January 2015 and ends on 31 Decem-
ber 2019. The shares are subject to a performance period of five years and a holding period until
31 December 2019. The subsequent payment of the stock bonus will be settled in cash, by 31 March
2021.
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
182,978
0
182,978
0
21,968
21,968
108,971¹
108,971
1,564¹)
1,564
Notes
23.02
23.88
Dividend yield
obligation
31 Dec 2016
Non-current
provision as at
Current
provision as at
Settlement
Fair value/
option as at
Intrinsic value/
option as at
31 Dec 2016
31 Dec 2016
price as at
Balance as at
31 Dec 2016
Tranche
Deutsche
Börse AG share
Valuation of CPIP and PSP stock options
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
155.00
190.00
%
Increase in net profit for the period attributable to Deutsche Börse AG shareholders
235.00
50.00
%
Relative total shareholder return
0
0
€
Exercise price
0
0
%
40. Executive bodies
1) As part of the grant dates for the 2014, 2015 and 2016 tranches are in future financial years, the number indicated at the reporting date may change
subsequently.
The members of the company's executive bodies are listed in the “The Executive Board” and “The
Supervisory Board" chapters of this financial report.
On 8 December 2016, 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 the
corporate governance declaration in the combined management report).
Executive and Supervisory Boards | Management report | Governance | Financial statements
The Board of Directors and the Executive Board, of LuxCSD S.A., an associate from Deutsche Börse
Groups' perspective, each comprise two members of management of fully consolidated subsidiaries
who are maintaining a key position within these subsidiaries of Deutsche Börse Group, too. There have
been business transactions with Clearstream Banking S.A., Clearstream Services S.A., Clearstream
International S.A. and Clearstream Banking AG to LuxCSD. Overall, revenue of €623.0 thousand as well
as expenses of €1,609.6 thousand were recognised for such contracts during the 2016 financial year.
On the Board of Directors of European Energy Exchange AG's subsidiary Powernext SA, Paris, France,
representatives of Powernext SA's other shareholders hold key positions. These shareholder representa-
tives also hold key positions in Powernext SA's shareholder companies, i.e. GRTgaz, Bois-Colombes,
France (parent company of 3GRT, Tarascon, France), and EDEV S.A., Courbevoie, France. During the
2016 financial year, Powernext rendered development and maintenance services for customised
software solutions in the area of market coupling and balancing, as well as in connection with an
electronic trading platform for 3GRT. The company generated €936.7 thousand in revenue with these
services during the 2016 financial year.
Moreover, a member of the Supervisory Board of STOXX Ltd., Zurich, Switzerland, also holds a key
management position within the law firm Lenz & Staehelin, Geneva, Switzerland. Deutsche Börse Group
reported expenses to this law firm of €1,174.4 thousand in the 2016 financial year.
European Commodity Clearing Luxembourg S.à r.I., Luxembourg, (ECC Luxembourg), - a subsidiary of
European Commodity Clearing AG and therefore a member of the EEX group - entered into a managing
director agreement with IDS Lux S.à r.l. The subject of the agreement is to provide a natural person for
the function of managing director in the management of ECC Luxembourg. In addition to this position as
managing director of ECC Luxembourg, this person is also a member of the key management personnel
at IDS Lux S.à r.I. ECC Luxembourg paid €14.0 thousand for these management services during the
2016 financial year.
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
members of the Executive Board and the Supervisory Board as key management personnel for the
purposes of IAS 24.
Monetary business relationships with key management personnel
1) Two companies formerly categorised as associated companies were retroactively reclassified as other shareholdings.
2) Thereof €-0.4 million arising from two companies formerly categorised as associated companies which were retroactively reclassified as other shareholdings
-1.8
-3.6
4.7
2.5
-10.7
Notes
Other disclosures
-13.3
13.5
transactions
Total sum of business
-1.2
0
0
0
- 1.62)
-1.0
3.1")
0.5
Other shareholdings
0
14.2
0
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, an associate of Deutsche Börse Group. During the
2016 financial year, Deutsche Börse Group realised revenue of €2,057.3 thousand and incurred
expenses of €8,890.6 thousand based on the business relationship with Deutsche Börse Commodities
GmbH.
Two Executive Board members of Deutsche Börse AG are members of the Supervisory Board of China
Europe International AG (CEINEX), a joint venture of Shanghai Stock Exchange Ltd., the China Financial
Futures Exchange and Deutsche Börse AG. During the 2016 financial year, Deutsche Börse Group
realised revenue of €456.9 thousand and incurred expenses of €6.0 thousand based on the business
relationship with CEINEX.
45. Date of approval for publication
On 3 March 2017, the Executive Board of Deutsche Börse AG communicated that its indirectly held
subsidiary European Energy Exchange AG has reached an agreement in principle with the shareholders
of Nodal Exchange Holdings, LLC on the purchase of all shares in Nodal Exchange Holdings, LLC. The
total purchase price for all shares amounts to a low nine-digit sum (in US dollars). The execution of
binding agreements is intended to take place shortly. The closing of the acquisition is still subject to
customary conditions such as required regulatory approvals.
On 2 March 2017, Deutsche Börse Group announced that it had completed the divestiture of its
remaining shareholding in BATS Global Markets, Inc. (BATS). After receiving a cash and share consid-
eration as part of the acquisition of BATS by Chicago Board Options Exchange, Inc. (CBOE), the CBOE
shares were sold in the market. Deutsche Börse AG expects a positive impact on its net profit for the
period attributable to Deutsche Börse AG shareholders of around €68 million in the first quarter of
2017. In Q4/2016, Deutsche Börse already realised a net profit contribution of around €23 million
by selling one third of its stake in BATS. This stake resulted from a participation of the divested
International Securities Exchange Holdings, Inc. (ISE) in Direct Edge Holdings, LLC, which later
merged with BATS.
The parties will await the further assessment by the European Commission and currently expect a
decision by the European Commission on the business combination of Deutsche Börse AG and LSEG no
later than 3 April 2017.
Following the market test in relation to the remedy proposal of 6 February 2017, the European Com-
mission has raised new concerns regarding the viability of LCH SA as a divestment business in relation
to access to bond and repo trading feeds currently provided for by MTS S.p.A., an Italian regulated
electronic trading platform. The European Commission has therefore required that Deutsche Börse AG
and LSEG commit to the divestment of LSEG's majority stake in MTS S.p.A. to secure merger clearance.
LSEG has resolved to not commit to the required divestment of LSEG's majority stake in MTS S.p.A.
On 6 February 2017, the relevant bodies of Deutsche Börse AG and London Stock Exchange Group plc
(LSEG) decided to formally submit the divestment of LCH.Clearnet SA by LCH.Clearnet Group Limited as
a remedy to the European Commission in order to address anti-trust concerns raised by the European
Commission in relation to the business combination of both companies.
On 1 February 2017, Deutsche Börse AG announced that the Public Prosecutor's Office of Frankfurt am
Main investigated at Deutsche Börse AG in respect of a share purchase by its Chief Executive Officer
which was carried out on 14 December 2015 in implementation of the Executive Board's remuneration
programme as approved by the Supervisory Board of Deutsche Börse AG. Such programme provides for
an investment of the Executive Board members in shares of Deutsche Börse AG. Deutsche Börse AG and
the Chief Executive Officer fully cooperate with the public prosecutor.
44. Events after the end of the reporting period
Deutsche Börse Group financial report 2016
286
285
There was an average of 4,731 full-time equivalent (FTE) employees during the year (2015: 4,460).
Please refer also to the “Employees" section in the combined management report.
Of the average number of employees during the year, 29 (2015: 25) were classified as Managing
Directors (excluding Executive Board members), 348 (2015: 358) as senior executives and 4,718
(2015: 4,377) as employees.
One member of Eurex Frankfurt AG's Executive Board was, until February 2016, the Chief Executive
Officer of ZDB Cloud Exchange GmbH, and Zimory GmbH, both associates of Deutsche Börse Group.
During the 2016 financial year, Deutsche Börse Group realised revenue of €375.5 thousand and
expenses of €1.8 thousand based on the business relationship with ZDB Cloud Exchange GmbH.
4,460
5,100
5,176
4,760
5,095
2015
2016
Employees (average annual FTEs)
Employed at the reporting date
Average number of employees during the year
Employees
43. Employees
Selected executives of Deutsche Börse Group subsidiaries also hold a key management position within
the Clearstream Pension Fund ("association d'épargne pension", ASSEP). This defined benefit plan,
established in favour of Luxembourg staff of Clearstream International S.A., Clearstream Banking S.A., as
well as Clearstream Services S.A., is funded through cash payments to an ASSEP under Luxembourg law.
Other business relationships with key management personnel
4,731
0
0
0
receivables
Outstanding balances
transactions expenses
Amount of the
transactions revenues
Amount of the
Transactions with related entities
Deutsche Börse Group financial report 2016
284
283
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2016 financial year. All transactions were
concluded at prevailing market terms.
Business relationships with related parties
Business relationships with related parties and key management personnel
Outstanding balances
In financial year 2016, the employee representatives on Deutsche Börse AG's Supervisory Board
received salaries (excluding Supervisory Board remuneration) amounting to €0.5 million (2015: €0.7
million). The total consists of the respective total gross amounts for those employee representatives who
drew salaries from Deutsche Börse AG in the year under review.
Supervisory Board
The remuneration paid to former members of the Executive Board or their surviving dependants amounted
to €4.5 million in 2016 (2015: €2.3 million). The actuarial present value of the pension obligations
was €74.2 million as at 31 December 2016 (2015: €71.8 million).
Former members of the Executive Board or their surviving dependants
The actuarial present value of the pension obligations to Executive Board members was €21.5 million as
at 31 December 2016 (2015: €18.0 million). Expenses of €2.8 million (2015: €2.1 million) were
recognised as additions to pension provisions.
During the 2016 financial year, expenses of €2.7 million (2015: €1.1 million) were recognised in
connection with the Co-Performance Investment Plan (CPIP). In addition, expenses of €0.8 million were
recognised in connection with the Performance Share Plan (PSP) during the year under review.
In 2016, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits, amounted to a total of €20.4 million (2015: €15.3 million; figure includes members who
have since retired from the Executive Board).
Executive Board
The remuneration of the individual members of the Executive and Supervisory Boards is presented in the
"Remuneration report" in the combined management report.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG as well
as the companies classified as associates of Deutsche Börse AG, investors and investees, and companies
that are controlled or significantly influenced by members of the executive bodies.
42. Related party disclosures
The aggregate remuneration paid to members of the Supervisory Board in financial year 2016 was €1.8
million (2015: €2.0 million).
liabilities
31 Dec
31 Dec
0
0.2
0
Joint ventures
-0.6
-3.6
4.7
2.5
-9.1
-12.3
10.9
13.0
Associates
2015
€m
€m
€m
€m
€m
€m
€m
2016
2015
2016
2015
2016
2015
2016
€m
31 Dec
31 Dec
41. Corporate governance
93,742
93,742
669¹)
669
Total
Tranche
exercised
Average price of the
Average price of the exercised and forfeited stock options
1) Given that the 2016 tranche stock options for senior executives will not be granted until 2017, the number of shares applicable as at the reporting date may be
adjusted subsequently.
2.0
5.3
9.8
132,186
Total
0.4
0
1.8
stock options
€
69.96
76.42
25,931"
2016
0.6
0
1.2
71.89
Notes
Other disclosures
277
Valuation parameters for SBP stock options
Tranche 2016
Tranche 2015
76.42
Tranche 2014
Average price of the
forfeited stock options
2012
Tranche
2016
2015
2014
Tranche
Tranche
Tranche
2013
2015
(disposals)
Additions/
Additions/
(disposals)
Additions/
(disposals)
Balance at
31 Dec
Change in number of SBP stock options allocated
€
Provisions for the SBP and the Stock Plan amounting to €7.3 million were recognised at the reporting
date of 31 December 2016 (31 December 2015: €22.7 million). Of these provisions, none were
attributable to members of the Executive Board (2015: €16.7 million). The total expense for the stock
options in the reporting period was €2.3 million (2015: €4.5 million). Of that amount, no expense was
attributable to members of the Executive Board active at the reporting date (2015: €14.9 million). The
provisions recognised in the previous year included provisions for the Co-Performance Investment Plan
(CPIP), see section “Co-Performance Investment Plan (CPIP)".
278
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic trading
at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the vesting
period.
The stock options from the 2012 SBP tranche were exercised in the reporting period following expiration
of the vesting period. Shares of the SBP tranches 2013, 2014 and 2015 were paid to former employees
as part of severance payments in the year under review.
25.79
79.86
39.47
79.75
61.38
79.70
78.94
2015
2014
2013
Deutsche Börse Group financial report 2016
Term to
31 Mar 2020
Risk-free interest rate
€
Fair value/
option at
31 Dec 2016
€
Settlement
obligation
Current
provision at
31 Dec 2016
Non-current
provision at
31 Dec 2016
€m
€m
€m
2013
70,652
76.42
€
76.42
5.4
5.3
0
2014
19,521
76.42
76.42
73.86-76.98
1.4
0
1.0
2015
16,082
76.24-76.98
Number
31 Dec 2016
31 Dec 2016
%
-0.65
Volatility of Deutsche Börse AG shares
%
23.71
31 Mar 2019
-0.76
25.49
31 Dec 2016 to
31 Mar 2018
-0.92 to 0.80
0 to 26.23
Tranche 2013")
31 Dec 2016 to
31 Jan 2017
-0.92
Dividend yield
%
Exercise price
€
2.75
0
2.75
2.75
O to 18.15
2.75
0
0
0
1) The SBP 2013 tranche also includes SBP options of the Stock Plan for the executive board members of the Luxembourg companies.
The valuation model does not take into account exercise hurdles. The volatilities applied correspond
to the market volatilities of comparable options with comparable maturities.
Balance at
Valuation of SBP stock options
Deutsche
Börse AG share
price at
Intrinsic value/
option at
Tranche
31 Dec 2016
Fully
settled
cash
options
Balance at
Options
forfeited
31 Dec
2016
76.42
76.42
49,109¹)
2015
1.3
0.6
1.9
70.44 -75.03
76.42
76.42
24,898¹)
2014
€m
68.56 -75.03
€m
€
€
€
Number
31 Dec 2016
31 Dec 2016
obligation
Non-current
provision as at
Current
provision as at
Settlement
Fair value/
option as at
31 Dec 2016
option as at
31 Dec 2016
31 Dec 2016
€m
3.6
1.4
2.1
To other senior
executives
Balance at
31 Dec 2016
Options
forfeited
Fully settled
cash options
Additions
Tranche 2016
Additions/
(disposals)
Tranche 2015
Additions/
(disposals)
Tranche 2014
31 Dec 2015
Balance at
Change in number of LSI and RSU stock options allocated
Deutsche Börse Group financial report 2016
280
279
Provisions amounting to €13.1 million were recognised as at 31 December 2016 (31 December
2015: €7.2 million). The total expense for LSI stock options in the reporting period amounted to €7.6
million (31 December 2015: €4.6 million).
The carrying amount of the provisions for the LSI and the RSU results from the measurement of the
number of LSI and RSU stock options at the fair value of the closing auction price of Deutsche Börse
shares in electronic trading at the Frankfurt Stock Exchange as at the reporting date.
1) As part of the grant dates for the 2014, 2015 and 2016 tranches are in future financial years, the number indicated at the reporting date may change
subsequently.
11.1
2.0
13.3
182,978
Total
7.7
0
7.8
66.72-74.37
76.42
76.42
108,971"
2016
Intrinsic value/
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 7 March 2017. The Supervisory Board is responsible for examining the con-
solidated financial statements and stating whether it endorses them.
Deutsche
Börse AG share
price as at
Tranche
1) Including Executive Board stock options from the 2014 and 2015 SBP tranches, which expired as at 31 December 2015. For further information on stock options
from the Co-Performance Investment Plan (CPIP), please refer to section "Co-Performance Investment Plan (CPIP)".
132,186
757
221,566
25,931
1,042
0
0
327,536
Total
132,186
757
11,622
2) Given that the 2016 SBP tranche stock options for senior executives will not be granted until 2017, the number of shares applicable as at the reporting date may
be adjusted subsequently.
25,931
0
0
117,592²)
To other senior executives
0
0
209,944
0
0
0
0
209,944¹
To the Executive Board
1,042
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
Deutsche Börse Group introduced another share-based payment programme effective 1 January 2014.
The programme meets the provisions for remuneration systems according to the supervisory require-
ments for the remuneration systems of institutions laid down in the Institutsvergütungsverordnung
(InstitutsVergV, German Remuneration Regulation for Institutions), effective 16 December 2013, and
the Kreditwesengesetz (German Banking Act), through which the provisions of Directive 2013/36/EU
of the European Parliament and of the Council of 26 June 2013, in particular, were transposed into
German law. The aim of the InstitutsVergV is to align the corporate goals even more closely with
remuneration, especially in the banking sector, and thus to ensure the company's success is more
sustainable. In the year under review, the company launched another LSI tranche and expanded its
share-based payment programme by adding an RSU tranche. Accordingly, the disclosures for the 2014
and 2015 tranches include the information for the LSI stock options, and the 2016 tranche includes the
disclosures for the stock options under LSI and RSU.
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled
in cash and half in shares of Deutsche Börse AG (LSI shares). A portion of the variable remuneration is
paid in the subsequent year and another portion over a further period of three or four years. Moreover,
a portion of the variable remuneration shall be converted into RSU, subject to a three-year retention
period after grant and a one-year waiting period (RSU shares).
Valuation of LSI and RSU stock options
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
0
2.75
2.75
0
-0.84 to 0
O to 26.2
31 Mar 2017
-31 Mar 2020
Tranche 2014
Tranche 2015
31 Mar 2017
-31 Mar 2021
-0.84 to 0
0 to 26.2
23.02 to 26.20
2.75
0
€
%
%
% -0.84 to -0.51
31 Mar 2018
-31 Mar 2022
Tranche 2016
Exercise price
Dividend yield
Volatility of Deutsche Börse AG shares
Risk-free interest rate
Term to
Valuation parameters for LSI and RSU stock options
In accordance with IFRS 2, the company uses an adjusted Black-Scholes model (Merton model) to
calculate the fair value of the LSI and RSU stock options.
Evaluation of the LSI and the RSU
tranche. Payment of each tranche is made after a vesting period of one year. The remuneration system
does not stipulate any condition of service. Following the expiry of the vesting period, both the LSI and
the RSU shares are measured on the basis of the average closing price of Deutsche Börse AG shares in
the last month preceding the end of the vesting period. Settlement is generally made in cash, although
the employer has the right to settle by delivering Deutsche Börse AG shares for the 2014 tranche.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
The number of LSI and RSU shares is calculated by dividing the proportionate LSI or RSU bonus,
respectively, for the year in question by the average closing price of Deutsche Börse AG shares in the
last month of a financial year. This results in individual LSI tranches for the LSI bonus, which have
maturities of between one and up to five years. The RSU bonus is used as a basis for a further four-year
Balance as at
31 Dec 2016
76.42
76.42
63%
5) Direct equity interest Deutsche Börse AG: 75%, equity interest of 5%, which is held indirectly via Tradegate AG Wertpapierhandelsbank
4) Direct equity interest Deutsche Börse AG: 50%, equity interest of 15%, which is held indirectly via Zimory GmbH
3) Direct equity interest European Energy Exchange AG: 11%, direct equity interest Powernext SA: 40%
2) Direct equity interest Deutsche Börse AG: 50%, direct equity interest Eurex Global Derivatives AG: 50%
1) Simplified presentation of main shareholdings (rounded values), as at 1 January 2017
50%, (15%)4)
Cloud Exchange GmbH
ZDB
Systems, Inc.
100%
16%
Deutsche Boerse
LuxCSD S.A.
50%
Clearstream Services S.A.
100%
6) Direct equity interest Deutsche Börse AG: 14%, direct equity interest Börse Frankfurt Zertifikate AG: 14%
Prague s.r.o
100%
Securities Services Limited
100%
Clearstream Global
Deutsche Börse
Commodities GmbH
BrainTrade Gesellschaft
für Börsensysteme mbH
14%, 14%6)
Tradegate Exchange GmbH
75%, (5%)5)
Börse Frankfurt Zertifikate
Holding S.A. in liquidation
100%
Börse Frankfurt
Zertifikate AG
100%
EPEX SPOT SE
11%, 40%³)
Powernext SA
88%
100%
Clearing AG
European Commodity
100%
Clearstream Operations
Cleartrade Exchange
Pte. Limited
19
Management
■ Trading participant connectivity
■ Technology and reporting solutions for external customers
■ Development and sales of indices (STOXX)
■Distribution of licences for trading and market signals
■ Investment funds and hedge funds services
■ Global securities financing services and collateral management
■ Custody and settlement services for domestic and international securities
■ Admission of securities (listing)
■ Central counterparty for equities and bonds
■ Eurex BondsⓇ OTC trading platform
■ Cash market with the Xetra®, Börse Frankfurt and Tradegate trading venues
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■ C7Ⓡ electronic clearing architecture
20
■ Eurex RepoⓇ over-the-counter (OTC) trading platform
Business areas
Market Data + Services
Clearstream
Xetra
Eurex
Reporting segment
Deutsche Börse Group's 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 Group's internal management and for financial
reporting (see the table entitled “Deutsche Börse Group's reporting segments" for details).
Reporting segments
The Executive Board manages the company at its own responsibility; the Chief Executive Officer
coordinates the activities of the Executive Board members. In financial year 2016, the Executive Board
of Deutsche Börse AG had five members. The remuneration system and the remuneration paid to the
individual members of the Executive Board are described in detail in the ☑ remuneration report.
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, although the Annual General Meeting may determine a shorter term of office when electing mem-
bers. The Supervisory Board of Deutsche Börse AG has twelve members: eight shareholder representa-
tives and four employee representatives.
The Annual General Meeting resolves on the appropriation of the unappropriated surplus, appoints the
shareholder representatives on the Supervisory Board and approves 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 governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas
of responsibility.
■ Electronic trading of European derivatives (Eurex Exchange), commodities (EEX group) and foreign
exchange (360T®)
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
European Energy
Exchange AG
Eurex Zürich AG
Equity investments and partnerships strengthen product and service offering
The "Equity investments and partnerships strengthen product and service offering" chart gives an over-
view of Deutsche Börse Group's main shareholdings; its basis of consolidation is presented in full in
note 2 to the consolidated financial statements. Material changes in the reporting period include the
sale of US futures and options exchange International Securities Exchange Holdings, Inc. (ISE), effective
30 June 2016; details can be found in the “Changes to the basis of consolidation and to segment
reporting" section.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
Deutsche Börse AG 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 products
(certificates and warrants) in Germany via Börse Frankfurt Zertifikate AG. In addition, Deutsche Börse AG
operates the Eurex Exchange derivatives market via Eurex Frankfurt AG and Eurex Zürich AG. Com-
modities spot and derivatives markets are operated by the Group's indirect subsidiary European Energy
Exchange AG (EEX). Deutsche Börse AG operates a foreign-exchange trading platform via its subsidiary
360 Treasury Systems AG (360T). The Group also offers clearing services for the cash and derivatives
markets (Eurex Clearing AG). Furthermore, 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
(Clearstream Holding group). These include transaction settlement, the administration and custody of
securities, as well as services for global securities financing, investment funds and hedge funds. Deutsche
Börse AG and Clearstream Services S.A. develop and operate Deutsche Börse Group's technological
infrastructure.
-
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2016, the Group employed 5,176 people at 37 locations in
29 countries. 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 trans-
actions value chain – from equities and derivatives trading through transaction clearing and settlement,
securities custody, services for liquidity and collateral management, and the provision of market infor-
mation, down to the development and operation of IT systems that support all these processes.
Business operations and Group structure
Overview of Deutsche Börse Group
Fundamental information about the Group
This combined management report covers both Deutsche Börse 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 Inter-
national Accounting Standards Board (IASB).
Combined management report
Deutsche Börse Group financial report 2016
18
Deutsche Börse AG ¹)
136 Corporate governance declaration
(Disclosures based on the HGB)
107 Deutsche Börse AG
100 Report on expected developments
95 Report on opportunities
73 Risk report
performance indicators
65 Non-financial key
64 Report on post-balance
sheet date events
33 Report on economic position
32 Deutsche Börse AG shares
18 Fundamental information
about the Group
management report
Combined
113 Remuneration report
50%, 50%²)
Eurex Frankfurt AG
360 Treasury Systems AG
100%
50%
REGIS-TR S.A.
40%
100%
Deutsche Börse Photography
Foundation gGmbH
Clearstream Banking
Japan, Ltd.
100%
China Europe International
Exchange AG
100%
Pte. Ltd.
Eurex Global Derivatives AG
100%
DB1 Ventures GmbH
100%
Clearstream Banking S.A.
100%
Eurex Exchange Asia
100%
100%
STOXX Ltd.
100%
Clearstream Banking AG
100%
Pte. Ltd.
Eurex Clearing Asia
Impendium Systems Ltd
100%
International S.A.
100%
Clearstream
Deutsche Boerse Asia
Holding Pte. Ltd.
100%
Eurex Repo GmbH
100%
Eurex Clearing AG
100%
Services s.r.o
100%
Deutsche Börse
Clearstream Holding AG
100%
Eurex Bonds GmbH
79%
Organisational structure
Deutsche Börse Group financial report 2016
Deutsche Börse Group's management structure as at 1 January 2017
Regulatory requirements affecting all market participants: 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: e.g. trading activity increases if investment funds make
greater use of derivatives to implement their trading strategies.
■
■ The effect of macroeconomic conditions on the financial markets: e.g. greater stock market volatility
typically leads to higher levels of trading in the cash and derivatives markets and rising interest rates
drive higher net interest income.
Deutsche Börse Group's ability to achieve its organic growth targets depends on the following factors,
among others:
Deutsche Börse Group has a scalable business model, which permits higher business volumes at rela-
tively minor additional costs. With a strong business performance and organic or external growth, this
means that income growth will exceed cost increases. To reinforce the scalability of its business model,
the Group has introduced clearly defined profit growth targets. Accordingly, it anticipates net revenue
increases of between 5 and 10 per cent annually, based on its current business portfolio and assuming
a continued recovery of the world economy as well as medium-term interest rate rises. The Group is
targeting 10 per cent to 15 per cent increases in earnings before interest and taxes (EBIT) and consolidated
net profit for the period attributable to Deutsche Börse AG shareholders.
Thanks to a Group-wide approach in marketing, innovation and operations, the Group will be better
positioned to serve changing client needs and to gradually exploit untapped sales potential. A cross-
divisional Group Management Committee was established, and responsibilities on the Executive Board
realigned, in order to promote the Group's new direction and to intensify collaboration. Besides, the new
remuneration system for the Executive Board and executive staff, which was introduced during the year
under review, has created stronger incentives for growth in the individual divisions. Likewise, the Group
has conducted an in-depth review of its organic growth initiatives, and re-prioritised where appropriate.
In this context, the Group pursues an accelerated expansion into new markets and asset classes. Within
the scope of various initiatives, it aims for a markedly higher degree of innovation (please refer to the
report on opportunities). As far as external growth opportunities are concerned, on the one hand the
focus is on strengthening existing high-growth areas, and on exploring new asset classes and services.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
In the context of its "Accelerate" growth strategy, Deutsche Börse Group has implemented far-reaching
organisational changes and defined its financial targets. As part of that, the company is constantly assess-
ing its future competitive positioning, profitability, innovative strength, and strategic benefits of all its
shareholdings and own activities. Deutsche Börse pursues the goal of becoming the number one or number
two player in every business area the company operates in - a goal that requires active management of
the business portfolio. In areas where Deutsche Börse is not able to meet this goal, it evaluates other
options. As part of its ongoing review of capital allocation, the Group disposed of various investments
during the year under review, including Infobolsa, Market News International and the International Securities
Exchange. Moreover, it sold a partial shareholding in BATS Global Markets, Inc.
In order to maintain its leading position among exchange organisations and to grow further, Deutsche
Börse Group launched its Group-wide "Accelerate" programme in 2015, with the following objectives:
to actively participate in global competition among capital markets infrastructure providers - in an agile,
ambitious and effective manner with a strong client focus - and to turn Deutsche Börse into the global
market infrastructure provider of choice, being top-ranked in all its activities. In order to achieve this
strategic objective, Deutsche Börse has launched a broad range of initiatives, and triggered a cultural
change throughout the company.
The efficiency of this business model can be seen from the fact that Deutsche Börse Group has generated
strong cash flows from operating activities for many years and that it is one of the most cost-effective
providers of trading, clearing and settlement services among comparable products.
■ organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
developing and operating proprietary electronic systems for all processes along the value chain
■ providing these services for different asset classes such as equities, bonds, funds, commodities,
FX products, fixed-income products and derivatives on these underlyings
At the start of 2016, Deutsche Börse AG realigned the assignment of responsibilities within its Executive
Board in order to place client focus at the heart of its organisational structure. The Clients, Products & Core
Markets division combines Deutsche Börse Group's derivatives trading businesses, its clearing house as
well as Clearstream's settlement and custody business. Clients, Products & Core Markets is responsible
for coordinating Group-wide product development as well as global sales activities. The IT & Operations,
Data & New Asset Classes division combines Deutsche Börse Group's IT activities and market operations.
Technological transformation and digitisation are key issues which are advanced by this division - in close
coordination with the Chief Executive Officer (CEO). Some of Deutsche Börse Group's fastest growing
business areas, such as the market data business, the electronic foreign-exchange trading platform 360T®,
as well as EEX group also belong to this division. Deutsche Börse Group's cash market businesses - com-
prising Xetra, the Frankfurt Stock Exchange, and the certificates and warrants business - form part of the
Cash Market, Pre-IPO & Growth Financing division. The division is also responsible for the build-up of
a pre-IPO market, as well as for developing and establishing tools for growth financing. The portfolio of
the Chief Financial Officer (CFO) includes risk management and compliance. The responsibilities of the CEO
■ integrating different financial market services such as trading, clearing, settlement, securities custody,
liquidity and collateral management, as well as index and market data services
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's
business model enhances the capital markets' stability, efficiency and integrity. Issuers benefit from the
low capital costs it offers, while investors enjoy high liquidity and low transaction costs. At the same
time, Deutsche Börse stands for transparent, secure capital markets in which organised trading is
based on free price formation.
Deutsche Börse Group's objectives and strategies
Objectives and strategies
include Group Strategy and Human Resources, as well as innovation; moreover, he provides strategic
impetus in the areas of technological transformation and digitisation. The current organisational set-up
is shown in the “Deutsche Börse Group's management structure as at 1 January 2017" chart.
Deutsche Börse Group financial report 2016
22
21
+ Services
Officer
Settlement IT
Market Data
Compensation
Risk IT
Deutsche Börse's business success is founded on its business model: its broadly diversified product
and service range covers the entire value chain for financial market transactions. The business model
aims to offer customers reliable services in an efficient and cost effective manner, based on the follow-
ing key principles:
Deutsche Börse Group is committed to transparent, reliable and liquid financial markets, although it
cannot affect how the volume drivers for these markets develop. However, the Group is able to influ-
ence the other factors to some extent or to control them in full; for instance, it can lobby for a favour-
able legal framework for the financial markets or it can develop products and services to support its
customers' business. This also enables it to reduce its dependence on those factors that are beyond
its control.
Management approach for a Group-wide commitment to sustainability
Deutsche Börse Group's objectives and strategies include discharging its corporate responsibility holis-
tically. In line with this, its management approach is guided by three action-based principles that aim
to sustainably strengthen and preserve the value added to the economy and to society by Deutsche
Börse Group:
Internal control system as part of the financial reporting process
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises a set
of rules for the management of corporate activities as well as guidelines which help to ensure that
such rules are being observed. Monitoring tasks are implemented through process-integrated measures
(such as organisational safeguards and controls) as well as through process-independent measures.
All business divisions are responsible that Group-wide ICS requirements are met in their respective
areas of responsibility.
Further information on the Group's financial position is presented in the “Financial position" section
of this combined management report.
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas.
The main financial criteria are key performance indicators such as net present value (NPV), the pay-
back period and the return after tax, which are calculated on the basis of the project or business
plans. Risks are monitored at all levels of project work, i.e. both when prioritising and steering proj-
ects and during ongoing project management.
The interest coverage ratio is the ratio of EBITDA to the interest expense from financing activities. As part
of its capital management programme, the Group aims to achieve an interest coverage ratio of at least
16 for Deutsche Börse Group. In addition, the goal is to achieve a maximum ratio of interest-bearing
gross debt to EBITDA of 1.5 at Group level. The latter performance indicator is particularly important at
present in protecting the Group's current AA rating. The goal of the Clearstream subgroup is to maintain
an interest coverage ratio of 25 and to comply with other capital adequacy measures to protect its cur-
rent AA rating. Because Clearstream had no financial liabilities from non-banking business in either the
reporting period or the previous year, no interest coverage ratio had to be calculated for the subgroup.
The balance sheet key performance indicators include cash flows from operating activities, a prede-
fined liquidity target and equity less intangible assets. Liquidity planning aims at maintaining enough
liquidity to meet operating costs for one quarter (currently between €150 million and €250 million).
There is no set target for the Group's management of its equity less intangible assets KPI; rather, the
objective is to maintain a positive figure.
Deutsche Börse Group manages its EBIT using net revenue and operating costs. At Group level, the
net profit for the period attributable to Deutsche Börse AG shareholders also serves as a performance
indicator for internal management.
Around 80 per cent of Deutsche Börse Group's costs are fixed costs (excluding special factors). As a
result, the Group can handle higher volumes of business without a significant increase in costs. Con-
versely, 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 financial report 2016
26
25
Operating costs include staff costs, depreciation, amortisation and impairment losses, and other operating
expenses. Staff costs consist of wages and salaries, social security contributions and the cost of retirement
benefits. They are subject to inflation adjustments and depend partially on the company's performance,
as they also include a variable remuneration. 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 comprise the costs of developing and operating the Group's
technological infrastructure, office infrastructure costs and marketing costs.
Net revenue is composed of sales revenue plus net interest income from banking business and from other
operating income, less volume-related costs. Sales revenue from external customers is generally dependent
on the growth factors described above (the performance of the financial markets, regulatory and structural
changes, and the Group's innovative strength). Net interest income from banking business is dependent on
how Clearstream's international settlement business performs, on the one hand, and on developments of
short-term interest rates, particularly in the euro zone and the USA, on the other. In addition to income
from the Clearstream segment, net interest income has also included interest income and expenses in the
Eurex segment. This income is generated by the Group's clearing houses from investing their clients' cash
collateral. Other operating income results from exchange rate differences, among other things. Volume-
related costs normally correlate with sales revenue in the relevant business areas, such as fees and com-
missions from banking business or the cost of purchasing price data. In addition, various licence fees
(e.g. for index licences) contribute to volume-related costs.
Deutsche Börse Group's internal management system is based on key performance indicators taken from
the consolidated income statement (net revenue, operating costs, EBIT, the Group's net profit for the period
attributable to Deutsche Börse AG shareholders) and the balance sheet (cash flows from operating activi-
ties, liquidity, equity less intangible assets). Additionally, the system includes key performance indicators
that are derived from the consolidated income statement and the balance sheet (interest coverage ratio,
interest-bearing gross debt / EBITDA and return on shareholders' equity).
Management systems
Internal management
Besides the European Commission's approval, the merger is subject to a review from the Hesse Exchange
Supervisory Authority, which is part of the Ministry of Economics, Energy, Transportation and Regional
Development of the State of Hesse. The conclusion of this review procedure and the corresponding deci-
sion would be expected to take place during the second quarter of 2017.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
On 28 September 2016, the European Commission embarked upon Phase II of the merger clearance
proceedings, which are scheduled to be concluded no later than 3 April 2017. Within the scope of this
ongoing EU merger control procedure, Deutsche Börse received a so-called “Statement of Objections"
regarding the merger, which summarises concerns raised by the European Commission with regard to
the merger. In order to remedy these concerns, LSEG agreed to sell its subsidiary LCH.Clearnet SA sub-
sidiary to Euronext N.V., for a cash consideration of €510 million (subject to customary market price
adjustments). The possible divestment of LCH.Clearnet SA would be subject to, amongst other things,
examination and approval by the European Commission, in connection with the recommended merger of
DBAG and LSEG. Moreover, the transaction would be conditional upon the successful completion of the
merger. Following the market test in relation to this remedy proposal, the European Commission has
raised new concerns regarding the viability of LCH SA as a divestment business. These concerns relate
to access to bond and repo trading feeds currently provided for by MTS S.p.A., an Italian regulated elec-
tronic trading platform. The European Commission has therefore required that Deutsche Börse AG and
LSEG commit to the divestment of LSEG's majority stake in MTS S.p.A. to secure merger clearance.
LSEG has resolved to not commit to the required divestment of LSEG's majority stake in MTS S.p.A.
At the time of writing this report, the approval process for this project is ongoing. Numerous authorities
must approve the planned merger, including the European Commission, and the Ministry of Economics,
Transportation and Regional Development of the State of Hesse.
Overall, approximately 89 per cent of Deutsche Börse AG's shareholders accepted the offer up until
12 August 2016, exchanging their Deutsche Börse shares into shares of the new company. LSEG
shareholders had already approved the merger, with a large majority, at the extraordinary general meeting
that took place on 4 July 2016.
The 2016 reporting year was largely characterised by plans for the merger of Deutsche Börse with LSEG.
The business combination would create a leading global market infrastructure provider with deep roots
in Europe - a major opportunity for accelerating the growth strategies of both companies. The commit-
ment to a client-focused business model would enable the Combined Group to fulfil client needs in the
best possible manner. The merger would generate cost synergies of some €450 million (from the third
year following completion of the transaction) as well as revenue synergies of at least €250 million
(from the fifth year following completion).
Planned merger with London Stock Exchange Group
■ Increasing public awareness. The Group is part of civil society and as such has a responsibility towards it.
It is committed to fulfilling this role both in Germany and in its international locations, too. It systematic-
ally bases its actions on local requirements and, as a good corporate citizen, takes part in long-term
cooperative initiatives aimed at strengthening structures in the non-profit sector.
▪ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
business activities are conducted responsibly and with a view to the future. In addition, the Group
pursues a sustainable human resources policy and is committed to the environment and hence to con-
serving resources. It enhances its commitment to sustainability and its reporting on an ongoing basis
in order to establish itself as a long-term role model on the market.
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with both customers and the general public.
Deutsche Börse Group financial report 2016
24
23
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process, and something that the company is working constantly to enhance. In this context, providing
Asset Servicing
Derivatives
Markets Trading
■The Group's innovative strength: if it succeeds in continually introducing new products and services
for which there is demand on the market, the Group will further grow its business.
Group Project
Portfolio
Management
Group Client
Services
Investor Relations
Group Audit
European Energy
Exchange (EEX)
Group Information
Security
Cash Market Sales
& Partner Markets
Clearing/CCP/CH
FX/360T
IT Infrastructure
& Operations
Cash Market
Development
& Op. Management
Core Markets
Development
Data & New Asset Classes
A. Preuss
IT & Operations,
Cash Market, Pre-IPO
& Growth Financing
H. Stars
& Core Markets
J. Tessler
G. Pottmeyer
CFO
Clients, Products
Chief Compliance
Officer
& Controlling
Financial
Accounting
& Acquisitions
Group Strategy/
Mergers
C. Kengeter
CEO
Group Communi-
cations, Marketing
& Reg. Strategy
Pre-IPO
Market Operations
Group Executive Board
& Capital Markets
Executive Office
Energy
& Cash Trading IT
Derivatives
Group Sales
Strategic Finance
Chief of Staff
Data IT
Office Automation
Growth Financing
Investment Funds
Services & GSF
Group Organi-
sational Services
Group Venture
Portfolio
Management
Corporate
Systems
Innovation
Digitisation/
Platforms
& Administration
Group Legal
Treasury
IFS IT
& Regulatory
Affairs
& Custody
Core Products
Settlement
GSF IT
Clearing IT
Human Resources
Chief Risk Officer
Group Business
& Product
Development
Community
Development
Volatility
The corporate report 2016 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
CORPORATE
REPORTS
as print version at Deutsche Börse Group's publication hotline:
Phone +49 (0) 69-2 11-1 15 10
ir@deutsche-boerse.com
+49 (0) 69-2 11-1 15 11
Contact
Combined management report, consolidated financial statements
and notes produced in-house using firesys and SmartNotes.
Investor Relations
E-mail
Financial reporting system
Fax
Laurence Chaperon (portrait Carsten Kengeter)
60485 Frankfurt/Main
Photographs
Lesmo GmbH & Co. KG, Dusseldorf
Deutsche Börse AG, Frankfurt/Main
Concept and layout
www.deutsche-boerse.com
Germany
Deutsche Börse AG
Published by
Acknowledgements
Deutsche Börse Group financial report 2016
294
293
Measure of the extent to which the price of a security or an index
fluctuates around a mean value during a certain period of time
Printed by
Thorsten Jansen (title, portrait Joachim Faber)
Jörg Baumann (Executive Board)
Phone
Publications service
Kunst- und Werbedruck, Bad Oeynhausen
V
C7Ⓡ, DAX®, Deutsche Börse Venture Network®, Eurex®, Eurex
Bonds®, Eurex Repo®, FWB, GC Pooling®, MDAX®, SDAX®, T7®,
TecDAX®, Vestima®, Xetra® and Xetra-Gold® are registered
trademarks of Deutsche Börse AG. 360T® is a registered
trademark of 360 Treasury Systems AG. EURO STOXX®, EURO
Registered trademarks
+49 (0) 69-2 11-1 49 84
+49 (0) 69-2 11-61 49 84
Phone
Fax
corporate.report@deutsche-boerse.com
E-mail
Group Marketing
+49 (0) 69-2 11-61 42 26
www.deutsche-boerse.com/sustainability
+49 (0) 69-2 11-1 42 26
group-sustainability@deutsche-boerse.com
1010-4704 (English financial report)
1010-4703 (English Annual)
1000-4702 (German financial report)
1000-4701 (German Annual)
Order numbers
The Annual 2016 and the financial report 2016 are both available
in German and English.
We would like to thank all colleagues and service providers who
participated in the compilation of this report for their friendly support.
Reproduction in total or in part - only with the written permission
of the publisher
Fax
Phone
The German version of this report is legally binding. The company
cannot be held responsible for any misunderstanding or misinter-
pretation arising from this translation.
E-mail
21 March 2017
Publication date
Group Sustainability
☑www.deutsche-boerse.com/ir_e
+49 (0) 69-2 11-1 46 08
Fax
+49 (0) 69-2 11-1 16 70
Entity used as a basis for a derived financial instrument, e.g.
a bond based on DAX®
3.1
U
Over the counter, off-exchange. Describes transactions between
two or more trading parties that are not conducted on a regulated
market
OTC
Markets in Financial Instruments Regulation. A supplementary
EU regulation to MiFID II that will come into effect from January
2018. It will see the introduction of comprehensive reporting
obligations to increase transparency in the stock, bond and
derivatives markets and close existing loopholes in off-exchange
transactions. The introduction of mandatory on-venue trading
for shares and derivatives ensures that a larger number of
transactions will be executed on regulated trading venues. The
new regulations also cover the accessibility of central counter-
parties, trading venues and benchmarks as well as provisions
governing the activities of companies from third countries.
MiFIR
Refers to the revision of the Markets in Financial Instruments
Directive (MiFID). The revised directive was introduced in
June 2014 and will become applicable as of January 2018.
The directive contains guidelines for the activities of invest-
ment firms in particular for so-called market maker (liquidity
providers) and participants in algorithmic trading - and regulated
trading venues, precautionary measures regarding the specification
and supervision of position limits for commodities derivatives as
well as regulation for data reporting services.
MiFID II
Markets in Financial Instruments Directive. The EU directive
establishes a regulatory framework for the provision of investment
services in financial instruments (such as brokerage, advice,
dealing, portfolio management, underwriting) by banks and
investment firms and for the operation of regulated markets
by market operators (stock exchanges among others). The
objective is to promote the integration, competitiveness and
efficiency of EU financial markets.
MiFID
Quotation of a security or issuer on the exchange. Issuers at
the Frankfurt Stock Exchange can choose from four transparency
standards for their listing: Prime Standard, General Standard,
Scale and Basic Board.
Listing
Market situation in which a security can be bought or sold, even
in larger quantities, without substantially affecting its price.
Important criterion for assessing the quality of a securities market
in securities trading, and thus a decisive factor in the competition
between marketplaces.
Liquidity
L
Initial public offering. An IPO marks the time when a company
first offers its shares for sale to the general public and launches
them on the equity market.
IPO
International CSD
ICSD
|
Subordinated corporate bond with both equity- and debt-like
features, very long or unlimited maturity and high interest rates.
Hybrid bond
H
Global Securities Financing. Business area within
Deutsche Börse Group's Clearstream segment that comprises
automated securities lending services and collateral
management. Deutsche Börse Group showcases its secured
funding and securities financing activities at the annual Global
Funding and Financing Summit (GFF for short).
GSF
Deutsche Börse Group financial report 2016
292
291
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.
GRI
STOXX 50®, STOXX® and STOXX® Europe 600 Financials are
registered trademarks of STOXX Ltd.
M
Underlying
P
Collateral requirements determined by a ☑CCP for all types of
transactions for which it acts as a central counterparty, used to
cover risk from open positions in case a participant defaults.
IT architecture used for the trading systems of Deutsche Börse Group's
futures exchanges (Eurex Exchange). It is also utilised at BSE, the
Bombay Stock Exchange. T7Ⓡ is based on a high-performance mes-
saging architecture that combines minimal latency with maximum
reliability. T7 is part of 7 Market Technology®.
T7
Index family which was introduced in February 2016. It was
designed for investors wishing to "decarbonise", i.e. limit the
exposure of their portfolios to reduce climate-related risks, such
as stricter regulation or physical damage, while participating in
the growth of low-carbon industries.
STOXX® Low Carbon
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.
Settlement
Transfer of securities by a lender for a fee - and usally → collateral
- 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.
With GSF, Clearstream offers a service for securities lending.
Securities lending
New exchange segment on Frankfurter Wertpapierbörse (FWB®,
the Frankfurt Stock Exchange) since 1 March 2017, designed
to enhance access to investors and growth capital for small and
medium-sized companies. As a segment of the exchange-based
Regulated Unofficial Market, Scale has replaced the Entry Standard
for equities and corporate bonds. Companies must meet minimum
prerequisites for defined key performance indicators (KPIs) and
collaborate with a Deutsche Börse Capital Market Partner in order
to be eligible for inclusion. Requirements also include mandatory
research reports commissioned and paid for by Deutsche Börse.
Scale
S
TARGET2-Securities. Platform for securities settlement in central
bank money, allows banks to reduce cross-border settlement costs
and pool collateral. Clearstream migrated to T2S in February
2017. "TARGET" is short for "Trans-European Automated Real-Time
Gross Settlement Express Transfer System".
T2S
OTC trading platform for financial instruments such as foreign
exchange, money market or interest rate products from 360T
360T
Short for "repurchase transaction". Agreement between the buyer
and the seller of a security in which the seller promises to buy
back the security on a specified date. Repos are typically used by
banks as a temporary source of liquid funds.
Repo
R
T
Index family which shows the performance of sustainable
companies
STOXX® Sustainability
Index family based on sustainability ratings covering environ-
mental, social and governance (ESG) criteria
STOXX® Global ESG Leaders
Quantitative easing. In March 2015, the ECB launched a purchas-
ing programme for sovereign bonds and other securities. The aim
is to further boost market liquidity and to fend off deflation due
to an increase of the money supply. The ECB's QE measures are
currently planned to run until the end of 2017, with reduced
volumes from April 2017. Central banks use QE as a tool to avert
crisis situations worldwide as done by the Federal Reserve,
the Bank of England and the Bank of Japan.
QE
Q
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Young high-growth companies' preparatory phase before going
public (IPO)
Pre-IPO
Margin
Share price development of Deutsche Börse AG and benchmark indices in 2016
C6
120
17/29/30/24
%
Share of investors from Germany/UK/USA/other countries
Institutional investors
42.2
65.8
%
Attendance of share capital at the Annual General Meeting
14.4
13.2
%
Average annual return since IPO in 2001
14.7
14.5
15/28/31/26
€bn
18.3
17.3
Price-earnings ratio4)
100
100
%
186.7
186.8
m
193.0
193.0
m
Free float (as at 31 Dec)
Market capitalisation (as at 31 Dec)
%
94
95
90
Integrated risk and liquidity management solution in
Deutsche Börse Group's GSF business field at Clearstream.
It offers integrated financing services, including securities
lending and collateral management services for a range of
major asset classes including fixed-income securities and equities.
Through the Global Liquidity Hub, customers can, for example,
fulfil their margin obligations towards central clearing houses
(CCPs) and cover their global exposures.
report. KPMG's auditor's report on the consolidated financial statements
and the combined management report of Deutsche Börse AG as at
31 December 2016 can be found on ☑page 288 of this financial report.
<
The non-financial key figures, the qualitative statements in relation
to sustainability in this corporate report as well as the process of the
stakeholder survey were subject to review by KPMG AG Wirtschafts-
prüfungsgesellschaft (KPMG), an independent external auditor. The
respective independent assurance is available on the internet under
www.deutsche-boerse.com > Sustainability Reporting Corporate
Verification of non-financial key figures
In compiling the information on sustainability in this corporate report,
our aim is to achieve the highest possible degree of clarity and transpar-
ency. 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.
Principles of sustainability reporting
GRI
Reporting on sustainability information and key figures is largely based
on the G4 standard of the Global Reporting Initiative (GRI). A detailed
overview of all GRI indicators (GRI index) is available in the online
version of this report: ☑ www.deutsche-boerse.com > Sustainability >
Reporting
The Annual 2016 and the financial report 2016 together constitute
Deutsche Börse Group's corporate report 2016. It provides information
on the financial year 2016 as well as an outline of the identification
and implementation process for important action areas regarding the
company's sustainability profile.
About this report
10
C7
6) Intraday price
5) Closing price on preceding trading day
4) Based on the volume-weighted average of the daily closing prices
3) For financial year 2016, proposal to the Annual General Meeting 2017
1) Since 18 July 2016, all information related to share prices has been based on Deutsche Börse shares tendered for exchange (ISIN DE000A2AA253).
2) Adjusted for exceptional items
85.00
84.00
€
appr. 57,000
52/39/9
43/50/7
%
Average target price set by analysts at year-end
Analyst recommendations buy/hold/sell (as at 31 Dec)
appr. 60,000
Shareholders
thereof outstanding (as at 31 Dec)
Number of shares (as at 31 Dec)
0.7
0.5
2015
2016
Deutsche Börse AG shares: key figures ¹)
1) As from 18 July 2016, the data shown refer to tendered shares (ISIN DE000A2AA253).
Dow Jones Global Exchanges
STOXX® Europe 600 Financials
Daily closing price of Deutsche Börse AG shares¹)
DAX®
Dec
Nov
Oct
Sep
Aug
July
June
May
Apr
Mar
Feb
Jan
0
60
60
70
90
00
80
80
100
110
Earnings per share (basic)2)
Indexed to 30 December 2015
€
3.85
m shares
Average daily trading volume on Xetra®
81.39
77.54
€
Closing price (as at 31 Dec)
58.65
67.19
€
Low 6)
87.41
83.00
€
High 6)
59.22
81.39
€
Opening price (as at 1 Jan) 5)
3.0
%
Dividend yield4)
55
54
%
Dividend distribution ratio²)
2.25
2.353)
€
Dividend per share
4.34
Global Liquidity Hub
FX
Foreign exchange. Receivables in foreign currencies consisting
of assets or cheques in said currencies
3rd Floor, Westferry House
11 Westferry Circus
United Kingdom
E14 4HE
London
2nd Floor, Westferry House
Canary Wharf
11 Westferry Circus
United Kingdom
E14 4HE
London
1st Floor, Westferry House
Canary Wharf
11 Westferry Circus
London
Germany
04109 Leipzig
Augustusplatz 9
Leipzig
Westend Carrée
Grüneburgweg 16-18
60322 Frankfurt/Main
Germany
60613 Frankfurt/Main
Germany
Sandweg 94
Germany
60313 Frankfurt/Main
Börsenplatz 4
Frankfurt/Main
60485 Frankfurt/Main
Germany
Postal address:
Germany
Canary Wharf
65760 Eschborn
London
United Kingdom
North America
Switzerland
8045 Zürich
4th floor
Manessestrasse 85
Zurich
Austria
Mayerhofgasse 1/19
1040 Wien
Vienna
Sokolovská 662/136b
18600 Praha 8
Czech Republic
Futurama Business Park
Building B
Prague
Russia
3rd Floor, Regus Business Centre
125009, Moskva
Vozdvizhenka Street 10
Moscow
Italy
Via Monte di Pietà 21
20121 Milano MI
Milan
Calle de la Tramontana, 2
28231 Las Rozas de Madrid
Spain
Madrid
42, Avenue JF Kennedy
L-1855 Luxembourg
The Square
Luxembourg
United Kingdom
EC2N 2HE
13 Austin Friars
London
E14 4HE
Willis Tower
Mergenthalerallee 61
Eschborn
Frankfurt/Main, 10 March 2017
In our opinion, based on the findings of our audit, the consolidated financial statements comply with
IFRSS, as adopted by the EU, and the additional requirements of German commercial law pursuant
to Section 315a (1) HGB 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, complies with the German statutory requirements,
and as a whole provides a suitable view of the Group's position and suitably presents the opportunities
and risks of future development.
Our audit has not led to any reservations.
We conducted our audit of the consolidated financial statements in accordance with Section 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
accordance 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 determination 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 executive board, as well as evaluating the overall
presentation of the consolidated financial statements and combined management report. We believe
that our audit provides a reasonable basis for our opinion.
We have audited the consolidated financial statements prepared by Deutsche Börse Aktiengesellschaft,
Frankfurt/Main, comprising the consolidated income statement, the consolidated statement of com-
prehensive 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 financial year from 1 January to 31 December 2016.
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 Section 315a (1) of the German Commercial Code [HGB] are the responsibility of the
Company's executive board. Our responsibility is to express an opinion on the consolidated financial
statements and on the combined management report based on our audit.
Auditor's report
Deutsche Börse Group financial report 2016
288
287
Jeffrey Tessler
Jeffy Tester
Hauke Stars
Haube Pras
Gregor Pottmeyer
6. Potty
Andreas Preuss
نسا
Carsten Kengeter
Deutsche Börse AG
Frankfurt/Main, 10 March 2017
To the best of our knowledge, and in accordance with the applicable reporting principles, the
consolidated 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.
the Executive Board
Responsibility statement by
Responsibility statement
by the Executive Board
Notes
Executive and Supervisory Boards | Management report | Governance | Financial statements
G
KPMG AG
The Cube
Wirtschaftsprüfungsgesellschaft
Wirtschaftsprüfer
Ireland
Cork
2600 Cork Airport Business Park
Kinsale Road
Cork
Belgium
1000 Bruxelles
66, Boulevard de l'Impératrice
1050 Bruxelles
Belgium
11-13, Rue d'Idalie
Brussels
3011 Bern
Switzerland
Marktgasse 20
Bern
10117 Berlin
Germany
Unter den Linden 36
Kurfürstendamm 119
10711 Berlin
Germany
Berlin
1101 BA Amsterdam
Netherlands
Australia Building, 3rd floor
Hoogoorddreef 7
Atlas Arena Amsterdam
Amsterdam
Europe
Deutsche Börse Group worldwide
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
(German Public Auditor)
Dielehner
Wirtschaftsprüfer
(German Public Auditor)
Braun
233 South Wacker Drive
Chicago
Chicago, IL 60606
USA
Capital Requirements Directive IV and Capital Requirements
Regulation (CRR II package). The CRR II package is the fourth
revision of the original CRD for credit institutions and investment
firms of 2006. The CRD's key aim is to strengthen the resilience
of the EU banking sector by ensuring that institutions' capital
is of sufficient quantity and quality.
CRD IV/CRR
A debt security traded on the money market with a short
or medium term (mostly less than one year) and 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.
margin).
Commercial paper
Collateral, in particular in the form of cash or securities, such
as equities or bonds, is deposited in order to meet specified
collateral requirements (
Collateral
Capital Markets Union
CMU
The netting (offsetting of buy and sell positions over a given
period of time) of receivables and liabilities arising from securities
and derivatives transactions in order to achieve efficient risk
management. Clearing thus contributes to reducing risk positions.
It is also used to determine the bilateral net debt of buyers and
sellers. Central clearing takes place via a CCP.
Clearing
China Europe International Exchange. Sino-German joint venture
of the Shanghai Stock Exchange, Deutsche Börse and China
Financial Futures Exchange, founded in 2015. The new market
venue is the first and only authorised trading platform outside
of China for financial instruments in Renminbi (RMB).
CEINEX
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 netting,
minimising the default risk of a contracting party (☑margining and
collateralisation), and carrying out all process steps necessary
for clearing
CCP
IT infrastructure for Eurex Clearing that carries out the settlement
of listed and OTC products (both for derivatives and cash)
on a uniform architecture. Customers are supported at the time
of clearing by various transaction- and EMIR-compliant
segregation models, based on configurable account structures.
C7 is part of 7 Market Technology®.
C7
The Capital Markets Union (CMU) is a flagship initiative of the
European Commission. Its central aim is to enhance economic
growth in the EU by strengthening the role of capital markets and
further integrating financial markets. For more information on the
CMU, please visit our website (www.deutsche-boerse.com >
Regulation Regulatory dossiers > Capital Markets Union).
Capital Markets Union
с
Public transfer protocol originally developed to trade the digital
currency bitcoin. It basically consists of an electronic, decentral-
ised and fully disclosed ledger of all transactions, i.e. "blocks"
which continually validate each other. Jointly with Deutsche
Bundesbank, Deutsche Börse Group showcased a blockchain
prototype for securities settlements in November 2016. The
Group is also invested in Digital Asset Holdings LLC, a block-
chain pioneer.
Blockchain
B
(Agreement on the) Sale of an operation concluded by transferring
the assets of a company to the buyer one by one, as opposed to
a so-called share deal, i.e. a sale concluded by transferring shares
in a company.
Asset deal
Used in software development to describe a step-by-step
("incremental") approach involving repeating steps or loops
("iteration") based on working in self-organising, open teams.
Suite 2450
CSD
A
Central securities depository. Clearstream Banking AG acts as
the officially recognised German bank for the central deposit of
securities under the Depotgesetz (German Securities Deposit Act).
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.
Central Securities Depository Regulation. CSDR aims to achieve
harmonisation of securities ☑ settlement systems and supervisory
rules for CSDs in Europe.
Portmanteau combining the terms "financial" and "technology".
Describes novel solutions for application systems that constitute
innovations or advancements in the financial services sector
Fintech
F
Exchange 4.0 consists of three main pillars: expanded data and
analytics intelligence, a leading technology platform and a new
digital ecosystem. It will thus support long-term growth across
Deutsche Börse Group's entire value chain.
Exchange 4.0
Exchange-traded product. ETPs comprise exchange-traded funds
(ETFs), exchange-traded commodities (ETCs) and exchange-
traded notes (ETNs).
ETP
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.
ETF
ESG = environment, social, governance. The composition of ESG
indices such as the STOXX® ESG Global Leaders Index reflects
these three selection criteria.
ESG criteria
clearing obligation for eligible OTC derivatives and measures
to reduce counterparty credit risk and operational risk for OTC
derivatives not cleared via CCPs, as well as disclosure require-
ments for all derivatives. EMIR also establishes general require-
ments for CCPs and trade repositories.
European Market Infrastructure Regulation. EMIR regulates
→ OTC derivatives, central counterparties ( CCPs) and trade
repositories; it aims to improve security and integrity within the
OTC derivatives market by promoting transparency and reducing
risk. Among other things, this is to be achieved by introducing
a
EMIR
E
Platform for bringing together young innovative growth companies
in the pre-IPO sector and international investors. Deutsche Börse
Venture NetworkⓇ has mobilised more than €1 billion for funding
innovative ideas since its foundation. At the end of September
2016, the first Venture Network company went public. Introduced
in 2016, Venture Match is a service provided by the network that
matches investors and participating companies.
Deutsche Börse Venture Network
Banks or financial services providers that furnish binding bid and
ask quotes for a particular security in the order book, either upon
request or at their own initiative. Designated Sponsors enhance
the liquidity of the securities they support.
Designated Sponsor
Deutsche Börse's corporate venture capital arm established in
June 2016. DB1 Ventures' goal is to provide capital to trend-
setting companies from our sector - to enable them to develop
viable concepts, and to create growth. Our focus lies on early-
to growth-stage fintech businesses.
DB1 Ventures
D
Targeted attack on an IT infrastructure from an external source.
Many attacks are directed at financial services providers; govern-
ments and public administrations are also often the focus of
criminal attention.
Cyber attack
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,
volumes etc. of the securities held, as well as the name and
address of the account holder.
Custody
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
CSDR
Glossary
Agility
290
Deutsche Börse Group financial report 2016
Sheikh Zayed Road
P.O. Box 27250
Dubai
Conrad Tower Building
Level 10, Unit 1006
Dubai
77 Jianguo Road
100025 Beijing,
Chaoyang District
P.R. China
China Central Place
Unit 01-06, 7/F, Tower 3,
Beijing
France
17, rue de Surène
75008 Paris
5, boulevard Montmartre
75002 Paris
France
Paris
Hong Kong
Norway
Filipstad Brygge 1
Asia
Oslo
New York, NY 10175
USA
521 Fifth Avenue Floor 38
60 Broad Street Floor 31
New York, NY 10004
USA
1 Rockefeller Plaza Floor 11
New York, NY 10020
USA
New York
Chicago, IL 60606
USA
Suite 2455
233 South Wacker Drive
Willis Tower
0252 Oslo
2904-7, 29/F, Man Yee Building
68 Des Voeux Road, Central
Hong Kong
United Arab Emirates
Level 8, Vibgyor Towers
289
com/addresses
For more information on our
addresses please visit
www.deutsche-boerse.
44 Market Street
Sydney NSW 2000
Australia
Sydney
Level 26
Australia
Tokyo 100-0005
Japan
Chiyoda-ku
1-6-5, Marunouchi
27F, Marunouchi Kitaguchi
Building
Mumbai
Republic of Singapore
Singapore 068893
Tokyo
61 Robinson Road
G Block, C-62,
Bandra Kurla Complex
Mumbai
#13-03A Robinson Centre
Singapore
400 051
India
#27-01 Republic Plaza
Singapore 048619
Republic of Singapore
9 Raffles Place
#55-01 Republic Plaza
Singapore 048619
Republic of Singapore
9 Raffles Place
26 July 2017
26 April 2017
Publication Q1/2017 results
17 May 2017
Financial calendar
Publication half-yearly financial report 2017
Annual General Meeting
Publication Q3/2017 results
Deutsche Börse AG
60485 Frankfurt/Main
Germany
www.deutsche-boerse.com
26 October 2017
Dec
Nov
Oct
Sep
Aug
May
June
Daily closing price of Deutsche Börse AG shares¹)
DAX®
Apr
Mar
Feb
July
STOXX® Europe 600 Financials
33
1) As from 18 July 2016, the data shown refer to tendered shares (ISIN DE000A2AA253).
Jan
Deutsche Börse Group financial report 2016
Against this background, the economies of industrialised nations showed somewhat weaker growth in
2016 compared to the previous year, as estimated by the International Monetary Fund (IMF). According
to these estimates, real gross domestic product (GDP) rose by 1.6 per cent in 2016, compared to a
growth rate of 2.1 per cent in 2015. Global economic growth was 3.1 per cent in 2016 (2015: real
growth rate of 3.2 per cent).
Despite a minor slowdown in global economic growth, German GDP for 2016 slightly outperformed the
previous year's levels, according to initial estimates. The IMF's January 2017 estimates put growth in
German economic output at 1.7 per cent in 2016 (2015: increase in real terms of 1.5 per cent).
Economic performance throughout the euro area deteriorated again somewhat in 2016: even though no
country was in recession during 2016, economic growth weakened in some states within the European
Economic Area such as Spain, the Netherlands and Portugal. Hence, the European Central Bank contin-
ues to assess the economic situation in the EU as relatively fragile. It lowered the deposit rate for banks
further in March 2016, from -0.30 per cent to -0.40 per cent. Moreover, it extended its bond-buying
programme until the end of 2017, albeit cutting monthly volumes from €80 billion to €60 billion per
month from April 2017 on.
The IMF expects US economic output to have posted a real 1.6 per cent increase for 2016, compared
to a 2.6 per cent increase the year before. Given further relief on the labour market and higher expected
economic growth for 2017 (not least as a result of the US elections), the US Federal Reserve raised its
key interest rate again in December 2016, to a range between 0.50 per cent and 0.75 per cent.
All told, stagnating economic growth, political uncertainty in Europe, and the continued low interest rate
policy pursued by the European Central Bank had a dampening effect on European capital markets during
2016. As a result, traded volumes on Deutsche Börse Group's cash markets showed a marked decline,
whilst the Group's derivatives markets posted a slight increase.
Development of trading activity on
selected European cash markets
Development of contracts traded on
selected derivatives markets
2016
Change
vs 2015
Change
Dow Jones Global Exchanges
0
70
60
84.00
1) Since 18 July 2016, all information related to share prices has been based on Deutsche Börse shares tendered for exchange (ISIN DE000A2AA253).
2) Adjusted for exceptional items
3) For financial year 2016, proposal to the Annual General Meeting 2017
4) Based on the volume-weighted average of the daily closing prices
5) Closing price on preceding trading day
6) Intraday price
85.00
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Report on economic position
Macroeconomic and sector-specific environment
Macroeconomic developments had and continue to have a significant impact on the overall economic
environment and on trading activity on the markets. For Deutsche Börse Group, the macroeconomic
environment during the year under review was rather complex; whilst some factors have a stimulating
effect on business, others have the potential of unsettling market participants, burdening their business
activity:
■the slight overall slowdown during 2016 in economies which are relevant to Deutsche Börse Group
(Central Europe, USA)
■the major central banks' low interest rate policy and the resulting large volumes of liquidity, in
Europe especially as a result of the European Central Bank's quantitative easing (QE), and in
the US as a result of the Federal Reserve's interest rate policy (albeit with two minor interest rate
hikes in December 2015 and December 2016)
■the fragile economic situation in the euro area (burdened by the high national debt levels of individual
European countries), the result of the UK referendum in June 2016, the US elections in November 2016
-
― and as a result, the devaluation of the euro and pound sterling against the US dollar, which reached
its highest level in 14 years in December 2016
■ unstable political conditions in some parts of Eastern Europe and recurring flashpoints in the Arab
world and their impact on the Western world
■
regulatory projects and the resulting stricter requirements for capital market participants (see the
next section entitled "Regulatory environment")
Share price development of Deutsche Börse AG and benchmark indices in 2016
Indexed to 30 December 2015
120
110
100
90
80
2016
60
vs 2015
m contracts
%
National Stock Exchange of India
2,134.7
-30
1) Part of London Stock Exchange Group
2) Trading volume in electronic trading (single-counted)
Source: Exchanges listed
Source: Exchanges listed
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Regulatory environment
The international financial crisis has demonstrated the necessity for increased transparency and stability
in the global financial markets and has sparked a discussion about the role and details of the necessary
financial market infrastructure.
As a provider of a highly regulated financial market infrastructure, Deutsche Börse Group shares the
objective of the national legislator, the European Union as well as the G20 to strengthen transparent
and regulated markets. Being a constructive partner, we contribute to the political discussion on suitable
national and European initiatives for financial market regulation.
The considerable increase in regulatory requirements has a twofold impact on Deutsche Börse Group:
as a market infrastructure provider, the Group must meet regulatory duties and at the same time strive
to offer products tailored exactly to meet the needs of its customers. It therefore holds an important posi-
tion as a link between regulators and customers. As such, Deutsche Börse Group supports its customers
in measures ensuring their compliance with regulatory requirements and thereby minimising their risks.
The various regulatory dossiers have different impacts and/or offer opportunities for the entities contrib-
uting to Deutsche Börse Group's value chain. Accordingly, the Group views regulation not just as an
obligation to comply but also as an opportunity to grow (see also the ☑report on opportunities).
Financial markets infrastructure regulation
2
Regulation of markets in financial instruments (MiFID II, MiFIR)
The European Parliament, the European Commission as well as the Council of Member States have
agreed on the large majority of implementing measures (Level 2). The European Securities and Markets
Authority (ESMA) in close cooperation with national supervisors is currently developing a set of common
standards guiding the interpretation and application of the new rules (Level 3).
The new directive and regulation will fundamentally transform the European financial market by expand-
ing transparency provisions, strengthening the stability and integrity of its infrastructure, revising the
market's microstructure and improving the quality and availability of market data. The new rules will
have a profound impact on Deutsche Börse Group, too, in particular on its trading and clearing activities,
as well as on its market data business. We will continue our intense exchange with regulators, super-
visors as well as market participants to apply the new rules consistently and will proceed in the develop-
ment of new services and solutions which will support market participants in implementing regulatory
objectives efficiently. Thereby, our focus lies on the areas of transparency provisions and disclosure require-
ments, market making and algorithmic trading as well as amending the organisational requirements
with regard to the security mechanisms of trading venues and market participants.
35
36
Deutsche Börse Group financial report 2016
EMIR: implementation and review
The European Market Infrastructure Regulation (EMIR), which entered into force in 2012, is a significant
regulation for central counterparties. With the step-by-step introduction of a clearing obligation, which
started in June 2016, implementation is about to enter the final phase. The European Commission com-
menced the official revision process for the regulation in the summer of 2015. The EU Commission's
draft revision with amendments to EMIR has been published on 6 January 2017. The revision is centred
around the following issues: liquidity of central counterparties, supervisory structures as well as risk
management aspects and infrastructure reporting requirements.
Recovery and resolution regulation for central counterparties
The recovery and resolution plans complement EMIR with the aim of providing central counterparties
with greater stability against market disruptions. In this context, one key aspect is to establish a sound
incentive structure at a European and global level which helps to exclude the use of tax payers' money.
On a European level, the EU Commission published a proposed legislation on recovery and resolution
plans for central counterparties in November 2016. On a global scale, the Committee on Payments and
Market Infrastructures (CPMI), together with the International Organization of Securities Commissions
(IOSCO), published first considerations for consultation back in 2012. CPMI/IOSCO provided global
standards for recovery plans in October 2014. At the same time, the Financial Stability Board (FSB)
published a framework for resolution plans in close cooperation with CPMI/IOSCO. The organisations
published consultations in mid-2016 aiming to specify initial reports. It is expected that CPMI/IOSCO
and FSB will publish respective results in the first half of 2017.
Central Securities Depository Regulation (CSDR)
With the CSDR, a uniform European regulatory framework for central securities depositories was estab-
lished for the first time in September 2014. The EU Commission and ESMA are currently specifying the
requirements, by way of technical standards; these are expected to apply from March 2017 onwards.
The CSDR will harmonise the securities settlement systems and supervisory rules for central securities
depositories throughout Europe. This will strengthen Clearstream's business model, because the provi-
sion of integrated banking services will still be permitted. Clearstream, Deutsche Börse Group's provider
of central securities depository (CSD) services, is actively involved in the legislative process and will
submit its authorisation files for licences by November 2017.
Regulation on benchmarks and indices
The revised directive (MiFID II) and the accompanying regulation (MiFIR) entered into force in July 2014.
However, the date of application has been postponed to 3 January 2018 in order to give market partici-
pants and supervisory authorities sufficient time to prepare to the new requirements, particularly with
regard to establishing technical reporting and monitoring systems. In Germany, the Second Financial
Market Amendment Act (Zweites Finanzmarktnovellierungsgesetz, 2nd FiMaNoG) will transpose the new
rules into national law and make these provisions applicable by July 2017 at the latest; a first legislative
proposal also contains provisions on further EU Benchmark Regulation as well as the Securities Finan-
cing Transactions Regulation (SFTR) (see also below).
€bn
2,037.5
-32
€
%
London Stock Exchange">
1,566.3
-8
Shanghai Futures Exchange
1,680.7
60
Euronext²)
1,802.0
-15
Moscow Exchange
1,950.1
Intercontinental Exchange
19
1,377.0
-16
CME Group
3,942.2
12
Borsa Italiana¹)
755.3
-20
Deutsche Börse Group - Eurex®
1,727.5
3
Bolsas y Mercados Españoles²)
652.9
Deutsche Börse Group
appr. 57,000
52/39/9
Average target price set by analysts at year-end
%
30
Deutsche Börse Group financial report 2016
Furthermore, the Executive Board is authorised to increase the share capital by up to a total of €6.0 mil-
lion on one or more occasions in the period up to 15 May 2017, subject to the approval of the Super-
visory Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital IV). Shareholders must be granted pre-emptive rights unless the Executive Board
makes use of the authorisation granted to it to disapply such rights, subject to the approval of the Super-
visory 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 exclude shareholders' pre-emptive rights in order to issue up
to 900,000 new shares per financial year from authorised capital IV to members 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 15ff. 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 attributed 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 12 May 2017 and may be exercised by the company in full or in part on one or more occa-
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) using derivatives (put or call options or a combination of the
two). 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 8 and 9 of the agenda for the
Annual General Meeting held on 13 May 2015.
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 process, 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.
■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2015/2041 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control which, if exer-
cised, entitles Deutsche Börse AG to redeem the bonds at par, plus accrued interest. If Deutsche
Börse AG does not exercise this termination right, the affected bonds' coupon will increase by 5 per-
centage points. A change of control will take 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 control must adversely affect the long-term rating given to
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.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2013/2018, and the €600.0 million fixed-rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all provide Deutsche Börse AG with a termination right in the event of a change of control.
If these cancellation rights are exercised, 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 respective sets of bond terms
require that the change of control must adversely affect the rating given to one of the preferential unse-
cured 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.
■ Furthermore, the Co-operation Agreement entered into on 16 March 2016 between Deutsche Börse AG,
London Stock Exchange Group plc, and HLDCO123 plc concerning the planned merger of Deutsche
Börse AG and London Stock Exchange Group plc provides for certain termination rights in the event
of a takeover offer by third parties. Pursuant to this, Deutsche Börse AG and London Stock Exchange
Group plc are each entitled to terminate the Co-operation Agreement if a takeover offer for Deutsche
Börse AG has been announced, and (i) the Executive Board and Supervisory Board of Deutsche
Börse AG have issued a recommendation for acceptance of such takeover offer; or (ii) the takeover offer
has been completed. A termination of the Co-operation Agreement would not automatically prevent
completion of the merger of Deutsche Börse AG and London Stock Exchange Group plc, but would
merely end the Co-operation Agreement. Please refer to the Co-operation Agreement for further details.
■ Under certain conditions, members of Deutsche Börse AG's Executive Board have a special right to
terminate their contracts of service 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 (i) a shareholder or third
party discloses that it owns more than 50 per cent of the voting rights in Deutsche Börse AG in accord-
ance with sections 21 and 22 of the WpHG, (ii) an intercompany agreement in accordance with sec-
tion 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 (iii) Deutsche Börse AG is merged
in accordance with section 2 of the Umwandlungsgesetz (UmwG, German Reorganisation and Trans-
formation Act).
Moreover, change-of-control agreements have been entered into with the members of the Executive
Board. A description of these agreements, which are in line with customary national and international
practice, can also be found in the remuneration report.
31
32
Deutsche Börse Group financial report 2016
Deutsche Börse AG shares
The average annual return since Deutsche Börse AG's initial public offering in 2001 has been 13 per
cent. Thus Deutsche Börse AG shares prove to be an attractive long-term investment. They closed finan-
cial year 2016 with a slight decline by 5 per cent – in line with the performance of the STOXX® Europe
600 Financials Return (minus 7 per cent), but underperforming the DAX® blue-chip index (plus 4 per
cent) as well as the Dow Jones Global Exchanges Index, which tracks other exchange organisations and
rose by 7 per cent during 2016 (see the "Share price development of Deutsche Börse AG and bench-
mark indices in 2016" chart).
Deutsche Börse AG shares: key figures")
2016
2015
Earnings per share (basic)2)
Dividend per share
€
4.34
3.85
€
2.353)
2.25
Dividend distribution ratio²)
29
In addition, the Executive Board is authorised to increase the share capital by up to a total of €38.6 mil-
lion on one or more occasions in the period up to 12 May 2020, subject to the approval of the Super-
visory Board, by issuing new no-par value registered shares in exchange for cash contributions (author-
ised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can
exclude, subject to the approval of the Supervisory Board, only for fractional amounts. However, accord-
ing to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the
total number of shares issued during the term of authorisation does not exceed 20 per cent of the share
capital. The exact content of this authorisation derives from Article 4 (5) 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 €19.3 million
on one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). 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 exclude shareholders' pre-emptive rights: (i) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the prevailing exchange
price, and the total number of shares issued under exclusion of shareholders' pre-emptive rights does
not exceed 10 per cent of the share capital; (ii) in the case of capital increases in exchange for non-cash
contributions for the purpose of acquiring companies, parts of companies, interests in companies, or
other assets; and (iii) with respect to fractional amounts. However, according to the authorisation, the
Executive Board may only exclude shareholders' pre-emptive rights if the total number of shares issued
during the term of authorisation does not exceed 20 per cent of the share capital. The full authorisation,
and particularly the conditions under which shareholders' pre-emptive rights can be disapplied, derive
from Article 4 (4) of the Articles of Association of Deutsche Börse AG.
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €13.3 million on one or more occasions in the period up to 10 May 2021 by
issuing new no-par value registered shares in exchange for cash and/or non-cash contributions (author-
ised capital I). Shareholders must be granted pre-emptive rights. However, subject to the approval of the
Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect to
fractional amounts. Pursuant to the authorisation, however, the exclusion of shareholders' pre-emptive
rights is subject to the proviso that shares issued during the term of the authorisation, excluding share-
holders' pre-emptive rights, shall not exceed twenty per cent of the registered share capital. Full authori-
sation, and particularly the conditions under which shareholders' pre-emptive rights can be excluded,
derive from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
The regulation on indices used as benchmarks in financial instruments and financial contracts (Bench-
mark Regulation) entered into force on 30 June 2016. The final application of the regulation will take
place on 1 January 2018. The regulation largely follows the global IOSCO principles for financial bench-
marks. The IOSCO principles were developed, back in 2013, as a response to the manipulation of cer-
tain indices or reference rates (such as LIBOR and Euribor).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
The purpose of the accounting-related ICS is to ensure orderly accounting practices. The central Finan-
cial Accounting and Controlling (FA&C) division is primarily responsible for preparing the accounts at
Deutsche Börse AG and its consolidated subsidiaries. FA&C is supported in this task by decentralised
units, which have to comply with the standards set by FA&C. The head of FA&C is responsible for the
process, including effective safeguards and controls. The goal is to ensure that risks in the accounting
process are identified early on so that remedial action can be taken in good time.
In order to maintain consistent and continuous accounting processes, FA&C provides regularly updated
accounting manuals as well as guidelines and work instructions for the material accounting processes -
as part of the preparation of the annual financial statements and consolidated financial statements of
Deutsche Börse AG. All FA&C employees have access to this documentation, accounting manuals
and account allocation guidelines, allowing them to obtain information on the management judge-
ments and accounting options exercised by Deutsche Börse Group.
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting environ-
ment and adjusts its processes in line with them. This applies in particular to national and international
accounting standards.
-
Another key feature of the ICS is the principle of the separation of functions: tasks and responsibilities
are clearly defined and allocated within the organisation. Incompatible tasks - such as modifying master
data on the one hand and issuing payment instructions on the other are strictly segregated at a func-
tional level. An independent control unit grants individual employees access rights to the accounting
system and monitors these permissions continuously using an incompatibility matrix. Transactions are
initially recorded in the general ledger or the appropriate subledgers on the basis of the chart of accounts
and the account allocation guidelines. The principle of dual control applies to all closing entries made
and to preparation of the consolidated financial statements.
Major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the same
system. Accounting data from the other companies is uploaded for inclusion in the consolidated financial
statements. Liabilities, expenses and income for individual transactions are recorded in separate accounts
under the name of the counterparty concerned. Any consolidation differences are reviewed centrally and
sent to the accounting departments of the companies concerned 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. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls
on whether the ICS is appropriate and effective. The Executive Board and the Audit Committee estab-
lished by the Supervisory Board receive regular reports on the effectiveness of the ICS with respect
to the financial reporting process.
Research and development activities
As a service provider, Deutsche Börse Group does not engage in research and development activities
comparable to those of manufacturing companies. As a result, this combined management report does
not contain a detailed research and development report. However, Deutsche Börse does develop and
operate its own trading and clearing systems as well as system solutions designed to achieve its struc-
tural growth objectives. The company works constantly to maintain and enhance the technology leader-
ship and stability of its electronic systems in the interests of its customers and the systemic stability of
the financial markets. This is why Deutsche Börse has significantly overhauled its trading and clearing
27
28
%
Deutsche Börse Group financial report 2016
In 2016, research and development expenses amounted to €171.0 million (2015: €202.2 million);
of this figure, approximately 52 per cent (2015: 47 per cent) was attributable to development costs that
were capitalised as internally developed software. In addition, €48.7 million of capitalised development
costs were amortised in 2016. This means that research and development costs amounted to 7 per cent
of net revenue (2015: 8 per cent). In the Eurex and Clearstream segments, which mainly invest in sys-
tems upgrades, research and development costs amounted to 6 per cent and 10 per cent of net revenue,
respectively. Details can be found in ☑ note 7 to the consolidated financial statements.
Further details of product and services development activities can be found in the ☑report on opportunities
and the report on expected developments.
Takeover-related disclosures
Disclosures in accordance with sections 289 (4) and 315 (4) of the 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 2016:
The share capital of Deutsche Börse AG amounted to €193.0 million on the above-mentioned report-
ing date and was composed of 193 million no-par value registered shares. There are no other classes
of shares besides these ordinary shares.
The share capital has been contingently increased by up to €19.3 million by issuing up to 19.3 million
no-par value registered shares (contingent capital 2014). The contingent capital increase will be
implemented only to the extent that holders of convertible bonds or warrants attaching to bonds with
warrants issued by the company or a Group company in the period until 14 May 2019 on the basis of
the authorisation granted to the Executive Board in accordance with the resolution of the Annual General
Meeting on 15 May 2014 on item 5 (a) of the agenda exercise their conversion or option rights, that
they meet their conversion or option obligations, or that shares are tendered, and no other means are
used to settle such rights or obligations. More details can be found in Article 4 (7) of the Articles of Asso-
ciation of Deutsche Börse AG.
The Executive Board is only aware of limitations to voting rights that result from the German Stock
Corporation Act, according to which voting rights arising from shares affected by section 136 of the
AktG may not be exercised. Furthermore, shares held by Deutsche Börse AG as treasury shares are
exempted from the exercise of any rights according to section 71b of the AktG.
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 Finanzdienstleistungs-
aufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold for this disclosure
requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or indirect equity interests in
its capital exceeding 10 per cent of the voting rights.
There are no shares with special rights granting the holder supervisory powers.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders in accordance with the statutory provisions and the Articles of Association.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Fundamental information about the Group
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and
85 of the AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. 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 Arti-
cles of Association that relate to the wording only. In accordance with Article 18 (1) of the Articles of
Association of Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple
majority of the votes cast, unless otherwise mandated by the AktG. Insofar as the AktG additionally
prescribes a majority of the share capital represented at the time of a resolution, a simple majority of
the share capital represented is sufficient where this is legally permissible.
systems, which go by the trade names T7Ⓡ and C7Ⓡ. Other technically challenging projects include
implementing the European Central Bank's plans to create a uniform, pan-European securities settle-
ment platform (TARGET2-Securities).
appr. 60,000
43/50/7
54
Dividend yield4
186.7
%
100
100
17.3
18.3
Market capitalisation (as at 31 Dec)
€bn
14.5
14.7
Average annual return since IPO in 2001
%
13.2
14.4
Attendance of share capital at the Annual General Meeting
%
65.8
42.2
Share of investors from Germany / UK / USA / other countries
Institutional investors
%
17/29/30/24
15/28/31/26
%
94
95
Shareholders
Analyst recommendations buy/hold/ sell (as at 31 Dec)
186.8
m
193.0
193.0
%
3.1
3.0
Opening price (as at 1 Jan) 5)
€
81.39
59.22
High6
€
83.00
87.41
Low6)
€
55
67.19
Closing price (as at 31 Dec)
€
77.54
81.39
Average daily trading volume on Xetra®
m shares
0.5
0.7
Number of shares (as at 31 Dec)
thereof outstanding (as at 31 Dec)
Free float (as at 31 Dec)
Price-earnings ratio4)
m
58.65
Deutsche Börse Group, which successfully implemented the IOSCO principles in 2014 for its DAX® indi-
ces as well as for the indices of its subsidiary STOXX Ltd., welcomes the agreement reached between
the EU Parliament and the Council. The regulation's specific impact on the Group's business activities
depends on the implementation measures still to be laid out in the form of delegated acts and technical
standards by the EU Commission and ESMA.
34
221.3
2015
2016
2015
€m
2016
€m
2015
€m
2016
€m
2015
€m
2016
€m
Q4
€m
Q3
Q1
Key figures by quarter (adjusted)
In 2015, Deutsche Börse Group introduced principles for managing operating costs in order to ensure
the scalability of the Group's business model. Since then, the Group has continuously managed operat-
ing costs relative to the development of net revenue. For 2016, the Group forecast an adjusted operating
costs growth range of between 0 and 5 per cent, depending on the net revenue increase. With the dis-
closure of a modest growth figure of 1 per cent, at a revenue increase of 8 per cent, the Group met
expectations.
For 2016, Deutsche Börse Group originally expected an increase in net revenue between 5 and 10 per
cent given the cyclical market environment showing improving already in 2015, and the multiple struc-
tural growth initiatives being part of the "Accelerate" programme. Although the average stock market
volatility remained under the previous year's figure, and the low interest rate environment in Europe
prevailed throughout the year under review, the conditions described earlier in the “Business develop-
ments" section partly reflected the assumptions used in the forecast. Based on its highly diversified
business model, Deutsche Börse Group increased its net revenue by 8 per cent, and thus reached the
I mean of its forecast for 2016.
Comparison of results of operations with the forecast for 2016
Basic earnings per share, based on the weighted average of 186.8 million shares, amounted to €3.87
(2015: €3.31 for an average of 185.0 million shares outstanding). Adjusted for the non-recurring in-
come items described above, basic earnings per share rose to €4.34 (2015: €3.85).
Non-controlling interests in consolidated net profit attributable to Deutsche Börse AG shareholders for the
period amounted to €25.5 million (2015: €35.7 million). Non-controlling shareholders of EEX group
received a considerable portion of net profits. The decline was due, among other things, to the full con-
solidation of STOXX in 2015.
The net profit for the period attributable to Deutsche Börse AG shareholders (hereinafter referred to as con-
solidated net profit) increased by 18 per cent compared with the previous year (adjusted: 14 per cent).
The effective Group tax rate 2016 was 27.7 per cent. Adjusted for non-recurring effects, it was 27.0 per
cent as expected.
Q2
The Group's financial result was €-74.6 million (2015: €–57.5 million). The change compared with
the previous year was due in particular to positive currency effects attributable to the first quarter 2015
in the amount of €18.1 million.
€m
610.5
325.6
305.8
332.3
EBIT
333.9
342.9
290.6
275.7
273.4
Net revenue
275.8
279.8
Operating costs
553.5
619.0
555.0
558.5
547.1
600.7
564.7
260.5
273.5
Deutsche Börse Group financial report 2016
43
1,174.2
3
1,283.2
1,317.4
Operating costs
2,388.7
8
2,220.3
2,388.7
2,220.3
1,158.4
Net revenue
€m
Change
2015
2016
€m
%
Change
2015
€m
€m
2016
%
44
8
EBIT
13
3.85
14
712.1
810.8
4.34
17
3.31
3.87
Earnings per share (basic) in €
1
18
722.1
to Deutsche Börse AG shareholders
Consolidated net profit for the period attributable
15
1,064.6
1,220.2
18
935.6
1,108.2
613.3
286.0
265.9
276.3
887.5
1,032.2
Net revenue
2015
€m
2016
€m
2015
€m
€m
2016
2015
€m
164.6
2016
€m
2015
2016
€m
Market Data + Services
Clearstream
Eurex
Segment key figures (adjusted)
A rising proportion of Eurex segment revenue is contributed by relatively new products, such as volatility
derivatives or derivatives on Italian and French government bonds, which Eurex launched to gradually
supplement its range of benchmark products. Traded volumes in these products posted double-digit
growth rates during the year under review.
As in the previous year, Eurex equity index derivatives were the product group with the highest trading
volume. Contracts on the EURO STOXX 50Ⓡ index were by far the most commonly traded products
(374.5 million futures and 301.5 million options). The volume of Eurex's equity derivatives contracts
(single-stock options and futures) traded in the year under review declined by 7 per cent. The volume
of interest rate derivatives traded rose by 3 per cent during the year under review.
Net segment revenue increased by 16 per cent, operating costs rose by 8 per cent. €54.2 million (2015:
€49.8 million) were attributable to non-recurring effects, especially in the context of the planned merger
with LSEG and the integration of 360T and Powernext. 360T, which was consolidated in Q4/2015
accounted for €64.2 million of net revenue; its share in costs was €48.5 million. EBIT rose by 36 per
cent, adjusted for non-recurring effects by 26 per cent.
€m
Against this background, the Eurex segment once again improved on the previous year's result during
the year under review. In total, 1,727.5 million futures and options contracts were traded on Eurex
Exchange during 2016, up 3 per cent year-on-year (2015: 1,672.6 million). Commodities trading
flourished, posting double-digit growth rates for electricity and gas products, as well as in emissions
trading. The foreign-exchange business advanced slightly, against a decline in the overall market.
184.8
746.4
184.6
225.2
343.7
383.3
106.0
71.1
430.3
540.6
EBIT
781.9
217.0
402.8
398.8
81.0
95.1
457.6
495.5
Operating costs
401.6
410.0
184.8
-
bond-buying programme and lowered its key interest rates once again in March 2016, cutting the
deposit facility rate to -0.4 per cent, and the rate for its main refinancing operations in the euro area to
O per cent. This was exacerbated by the persistently fragile economic situation in some countries and
the low inflation environment during much of the year, with deflationary trends in some cases. Higher
capital requirements - compared to the levels prevailing just a few years ago and stricter rules for
proprietary trading were additional burdens for investors.
Deutsche Börse Group financial report 2016
0.78
0.97
0.97
1.02
0.98
1.17
1.12
1.18
Earnings per share (basic) in €
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
146.5
179.2
190.7
180.8
218.5
205.6
shareholders
attributable to Deutsche Börse AG
Consolidated net profit for the period
219.4
180.3
Deutsche Börse Group projected an increase in net revenue of between 5 and 10 per cent, and of ope-
rating costs in a corresponding range. Furthermore, the Group expected an increase in EBIT and in the
consolidated net profit of between 10 and 15 per cent. With an EBIT increase of 15 per cent, and an
increase in net profit for the period attributable to Deutsche Börse AG shareholders (consolidated net
profit) of 14 per cent on an adjusted basis, Deutsche Börse Group's performance lies at the upper end
of the projection range. Moreover, the Group achieved a ratio of interest-bearing gross debt to adjusted
EBITDA of 1.5 at Group level, exactly in line with the target value of 1.5. The adjusted tax rate was
27.0 per cent, as planned. In line with projections, the operating cash flow was clearly positive. Invest-
ments in the continued business in property, plant and equipment, as well as intangible assets in the
amount of €152.6 million were in line with the forecast. After increasing its target figures, the Group
aimed to distribute dividends equivalent to the mean of the projected range of 40 to 60 per cent of
(adjusted) consolidated net profit. According to the proposal made to the Annual General Meeting,
a figure of 54 per cent will be reached.
Eurex segment
The performance of the Eurex derivatives segment largely depends on the trading activities of institutional
investors and proprietary trading by professional market participants. The segment's revenue is
therefore generated primarily from the combined transaction fees that Eurex charges for trading and
clearing derivatives contracts.
46
45
+14
+10-15
Net profit for the period attributable to Deutsche Börse AG shareholders (adjusted)
+15
+10-15
EBIT (adjusted)
+1
0-5
Operating costs (adjusted)
+8
+5-10
Net revenue
%
%
Result
Forecast
Comparison of results of operations with the forecast for 2016
The derivatives market benefited from a trading environment that was very active overall. Even though
average volatility was lower than in the previous year, demand for Eurex products rose during the course
of the year as a whole - also due to changes in the political environment, such as the UK's “Brexit” ref-
erendum on the country's EU membership in June or the US presidential election in November. More-
over, the turnaround in US interest rates - initiated in December 2015 and affirmed in December 2016 -
stimulated business in interest rate derivatives during the second half of the year. Thanks to its broad
product portfolio, Eurex is in a prime position to service investors' hedging strategies in all situations.
Nonetheless, the macroeconomic environment continued to present challenges. The ECB continued its
Revenue generated from Deutsche Börse Group's derivatives markets is primarily driven by the deriva-
tives traded on Eurex Exchange: equity index derivatives accounted for 42 per cent of net revenue,
interest rate derivatives 18 per cent and equity derivatives 4 per cent. Energy products traded on the
EEX and its subsidiaries and/or shareholdings, and derivatives based thereon (commodities), contributed
21 per cent; foreign-exchange trading on 360T® contributed approximately a further 6 per cent. The
"other" item (9 per cent) includes, among other things, the repo business, the participation fees paid by
trading and clearing participants, as well as interest income generated by the Group's clearing houses
from investing their clients' cash collateral. Deutsche Börse Group sold US options ISE to Nasdaq, Inc.
as at 30 June 2016. The sale represents a discontinued operation as defined in IFRS 5. In accordance
with IFRS 5 requirements, the Group is now reporting its financial key figures in its combined manage-
ment report without this discontinued operation. The prior-year figures for the 2015 financial year were
adjusted accordingly.
adjusted
unadjusted
Xetra
Deutsche Börse Group's earnings before interest and taxes (EBIT) increased by 18 per cent during the
year under review. Adjusted for non-recurring items in costs and the result from equity investments, the
Group's EBIT increased by 15 per cent.
Effective since 2014; transitional
regulations applicable until 2019
Finalisation expected in 2017/2018,
with subsequent implementation
throughout the EU
Development of an action plan in
2015; implementation by 2019
Phase 1 published in May 2016;
Phase 2 expected in May 2017
1) Not in scope of legislative proposal
SFTR
✗
X
CRD V, CRR II
X
Entry into force in January 2016;
implementing measures (Level 2) still
outstanding
✗
Banks
✗
✗
X
application to start in 2018
Entered into force on 30 June 2016;
X
2017 onwards
application expected from November
CRD IV, CRR
Became effective in 2014;
37
Deutsche Börse Group financial report 2016
■ revised market risk framework
■ increased capital levels
■ stricter definition of the term "capital"
Changes which have already been implemented include:
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
In consequence of the recent financial crisis and based on G20 decisions, the Basel Committee on
Banking Supervision (BCBS) has substantially amended and updated the preceding banking framework,
known as Basel II. Substantial cornerstones were published in 2011 and additional changes have been
issued since then.
Basel III
Banking regulations
For further regulatory information, please visit Deutsche Börse Group's regulation webpages at
www.deutsche-boerse.com/dbg-en/regulation.
38
After the British referendum, a stable financial market connection with the United Kingdom seems to be
more important than ever before. From our perspective, Frankfurt should promote a stable connection
between the largest economy in Continental Europe and London, the largest financial hub in the world.
which it intends to do, but has not done
-
-
Once the UK has formally declared its intention to exit the EU
On 23 June 2016, the British population voted that the United Kingdom should leave the European
Union. Deutsche Börse Group deeply regrets this decision. Against this background, we strongly believe
that the economic connection between Continental Europe and the United Kingdom should be reinforced
by an integrated financial market structure.
Brexit
The CMU affects Deutsche Börse Group's entire value chain. Thus, the Group actively supports the proj-
ect and assumes an active role in the political debate. In fact, Deutsche Börse is already taking steps
to support the goals of the CMU (e.g. with its Deutsche Börse Venture NetworkⓇ or its FinTech Hub);
indeed, enabling growth in the real economy is an integral part of the company's mission.
With Brexit advancing, the EU Commission officials continue to strongly back the CMU Action Plan,
arguing that the project is more than ever necessary for the remaining 27 Member States to improve
financing conditions, but also to function as a risk transfer mechanism between them. On 14 Septem-
ber 2016, the Commission announced its intention to accelerate the reform, launching a more ambitious
second phase in early 2017 to tackle some challenging long-term issues such as insolvency laws and
withholding tax procedures. In January 2017, the European Commission launched a CMU mid-term
review. This public consultation shall help shape the next phase in building a single market for capital
in Europe. Market participants were invited to provide feedback by 17 March 2017.
The EU Commission presented an action plan in September 2015, with the aim of implementing it by
2019. It has become increasingly clear that the goal of a CMU may not be realised by one particular
initiative; instead, this goal requires a series of small steps, which – taken together - will most likely
have a significant impact. This is reflected in a package of more than 33 measures identified by the
European Commission, from which 15 initiatives have already been completed.
yet there will be a two-year period during which the UK will negotiate an exit treaty with the EU; this
period may be extended. Until then, the UK will remain a full EU member. Hence, there will be no change
to the existing legal framework for the time being.
■introduction of a leverage ratio
November 2016
revision expected in 2017
X
X
Published in 2014; application to
start in 2018
EMIR
xxxxxx
MiFID II, MiFIR
Financial market
infrastructure
Status as at 31 December 2016
IT &
MD+S
✗
Eurex Clear-
Clearing stream
Market Eurex EEX
Cash
Overview of regulatory initiatives and their impact on Deutsche Börse Group's business areas
Following the economic, monetary and banking unions, the Capital Markets Union (CMU) is the next
step towards an integrated European financial market. The main objectives are to promote growth and
job creation on a sustainable basis, and to develop a diversified financial system which complements
bank-based financing with highly developed capital markets. Small and medium-sized enterprises in
Europe still face a credit crunch, and thus a funding bottleneck. In the current financial climate, it has
become increasingly difficult for them to obtain the financing they need to start and to grow. Another
objective is further harmonisation and financial integration to release inactive capital throughout Europe,
in order to offer savers a wider variety of investment forms and increase corporate financing opportuni-
ties at the same time. Current plans also include the simultaneous creation of an EU domestic capital
market, to promote cross-border investments and enable companies to tap different sources of finance,
independent of their domicile.
Capital Markets Union
In May 2016, the Bank for International Settlements (BIS) released a new global Code of Conduct
designed to restore confidence in the foreign-exchange (FX) market following a number of scandals.
The code is an industry-wide attempt, developed in close cooperation with regulators, to lay down com-
mon standards for the FX market. Phase 1 laid its focus on banks, while phase 2, due to be published in
May 2017, will cover market issues such as electronic and high-speed trading and expand the original
text to cover governance and risk management.
BIS FX Code of Conduct
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Deutsche Börse Group key performance figures
360T
New proposal for recovery and
resolution for CCPs issued in
plans for FMIS
X
Q2/2016 onwards; draft for a
implemented successively from
obligation for derivatives
Became effective in 2012; clearing
✗
(X)¹)
✗
x
X
CSDR
X
X
X
X
Capital Markets Union
benchmarks and indices
BIS FX Code of Conduct
X
✗
Regulation on
X
X
The revised framework, known as Basel III, is supposed to be finalised by adding revisions of the credit
risk framework (standardised and model-based approaches) and the operational risk framework. The
final elements are currently under discussion but the outstanding items have not yet been agreed upon
by the BCBS members. How and when those elements will be implemented is currently unknown.
Recovery and resolution
By issuing the Capital Requirements Directive (CRD IV) and the Capital Requirements Regulation (CRR),
which both became effective on 1 January 2014, the EU implemented the first cornerstones of the
Basel III framework. Implementation with some transitional and phase-in arrangements is scheduled to
be completed by 2019.
2015
381.7
887.5
Eurex
1,032.2
Eurex
517.6
96.7
184.8
2016
Xetra
Xetra
63.8
288.8
Clearstream
335.4
168.4
746.4
Clearstream
781.9
164.6
2015
2016
41
The result from equity investments amounted to €36.9 million (2015: €–1.5 million). The significant
increase was due in particular to non-recurring income in connection with the disposal of the shares held
in BATS Global Markets, Inc during the fourth quarter 2016. Adjusted for this non-recurring effect, the
result from equity investments was €5.7 million (2015: €2.7 million).
CRD IV/CRR
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 processing.
In addition, other operating expenses include the cost of the office infrastructure at all the Group's loca-
tions as well as travel expenses, most of which are incurred in connection with sales activities. 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. Adjusted for non-recurring effects, the other operating expenses declined
by 5 per cent.
Depreciation, amortisation and impairment losses increased by 8 per cent (adjusted) in the year under
review. This was mainly due to the amortisation of hidden reserves which were revealed in connection
with the full consolidation of 360T in 2015, in the amount of €10.1 million (2015: €2.1 million).
■ increased average number of employees during the year under review
higher bonus payments to employees due to successful financial year
salary increase of 2.5 per cent
■
■ full consolidation of 360T on an annual basis
Staff costs are a key driver for operating costs. Adjusted staff costs increased by €32.4 million to
€573.0 million (2015: €540.6 million) due to a series of reasons:
Operating costs were up 3 per cent year-on-year, including non-recurring effects of €143.2 million
(2015: €124.8 million). Non-recurring effects are partially related to the planned merger with London
Stock Exchange Group (LSEG) (€65.8 million), the integration of acquired companies or the devolving
of sold companies (€42.7 million), criminal proceedings against Clearstream Banking S.A. in the US
(€19.7 million) as well as efficiency programmes (€11.1 million). Adjusted for these non-recurring fac-
tors, operating costs increased by 1 per cent compared to the previous year. This year-on-year increase
was exclusively due to consolidation activities; excluding consolidation effects, costs slightly declined
by €15.1 million or 1 per cent (2015: €1,189.3 million).
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Net revenue of the Market Data + Services segment was slightly above the previous year's figure -
the index business in particular developed strongly on a sustained basis and increased net revenue
by 12 per cent.
However, trading volumes declined on all cash market trading platforms. Moreover, the - compared
to the previous year - relatively low index levels had a negative impact on the realised revenues, given
that cash market fees are based on transaction value. Hence, net revenue decreased by 11 per cent.
Some of Deutsche Börse Group's markets allocated to the Eurex segment and traded on its systems sig-
nificantly increased their volume compared to the previous year. The number of futures and options con-
tracts traded on Eurex Exchange increased by 3 per cent, trading in electricity products soared by 46 per
cent, trading in gas products by 71 per cent, and emissions trading rose by 40 per cent. Net revenue in
the Eurex segment increased by a total of 16 per cent. Besides the higher number of contracts, this was
particularly attributable to the growth rate achieved by EEX, which more than doubled its net revenue
through organic growth, and to 360T, which was fully consolidated on an annual basis for the first time.
Deutsche Börse Group's net revenue increased by 8 per cent in the 2016 financial year, with the Eurex
segment generating the strongest growth rate of 16 per cent. Net revenue of the Clearstream and Market
Data + Services segments increased by 5 per cent and 2 per cent, respectively, while the cash market
lacked 11 per cent behind the previous year, at very high trading activities and increased index levels.
Net revenue attributable to changes in the basis of consolidation totalled €41.3 million. Net revenue
is composed of sales revenue plus net interest income from banking business and of other operating
income, less volume-related costs.
-
to the capital outflow from Europe, even though Deutsche Börse registered high trading volumes imme-
diately before and after these events, as expected. Moreover, an increasing share of investments was
bound towards alternative investment forms. Index levels of the benchmark indices DAX and STOXX® did
not quite reach the annual average of the previous year, which was due, among other things, to the reve-
nue achieved with cash markets, Clearstream's domestic business, and the MD+S segment. Benchmark
indices only accelerated towards the end of the year after the US elections. However, equity index deriv-
atives generated constant growth rates throughout the year, while interest rate derivatives accelerated only
during the fourth quarter, following the turnaround in US interest rates. Deutsche Börse's commodities
business, operated by the European Energy Exchange (EEX) and its subsidiaries, clearly increased in all
areas, expanding its market position vis-à-vis competitors, and OTC trading. Regarding FX trading, ope-
rated by Deutsche Börse's subsidiary 360T, new customer business in particular provided the ground to
achieve growth in a decelerating market. With regard to the post-trade business, Clearstream took
advantage of rising interest rates in the US and the expansion of its international business, while the
domestic business – given the weaker German cash market – lagged the previous year. The technology
and market data business of Deutsche Börse Group (Market Data + Services segment) achieved growth,
in particular with the index business. The Group benefited from additional tailwinds in selected busi-
ness divisions, such as the lower valuation of the euro compared to the US dollar, or the stable economic
cycles prevailing in relevant economies (e.g. Germany, US).
-
Deutsche Börse Group financial report 2016
42
401.6
935.6
The Clearstream segment provides post-trade services and generated solid growth rates during the year
under review: in the international business, and the Global Securities Financing (GSF) business, the seg-
ment grew by 3 per cent, and 8 per cent, respectively. Funds business generated stable revenues, while
the domestic business deteriorated by 7 per cent, in line with the weaker cash market. Net interest
income from the banking business grew by 84 per cent compared to the previous year based on the turn-
around in US interest rates and the charging of negative deposit rates.
191.4
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Effective 25 February 2016, Deutsche Börse AG sold its interest in Infobolsa S.A. Until that date,
Bolsas y Mercados Españoles (BME) and Deutsche Börse had each held 50 per cent of the interests
in Infobolsa S.A. and its subsidiaries (Market Data + Services segment). Effective 8 July 2016, Deutsche
Börse AG sold the assets and liabilities related to its subsidiary Market News International Inc. (MNI) to
Hale Global as part of an asset deal. In 2015, MNI contributed less than 1 per cent to the Group's net
revenue (Market Data + Services segment).
As at 30 June 2016, Deutsche Börse Group sold International Securities Exchange Holdings, Inc. (ISE),
operator of three US equity options exchanges, as well as ISE's parent company, U.S. Exchange Hold-
ings, Inc., to Nasdaq, Inc., against a total cash consideration of US$1.1 billion. The stakes held in
BATS Global Markets, Inc, in Digital Asset Holdings LLC, and in ICE US Holding Company, Inc were
not part of this agreement; Deutsche Börse Group continues to hold these investments. On 26 Octo-
ber 2016, Deutsche Börse sold parts of its stakes held in BATS Global Markets, Inc. The €23.1 million
capital gain after taxes achieved upon disposal is reported in the Eurex segment. Following the sale of
ISE as at 30 June 2016, this subsidiary has represented a discontinued operation as defined in IFRS 5.
In accordance with IFRS requirements, the Group is now reporting its financial indicators in its com-
bined management report without this discontinued operation. The comparative prior-year figures for
the 2015 financial year were adjusted accordingly.
Changes to the basis of consolidation and to segment reporting
Given the overall framework conditions outlined at the beginning of the economic report, the situation on
the capital markets for financial services providers in the reporting period was somewhat less favourable
compared to 2015. Slowing economic growth, the beginning of the turnaround in US interest rate policy,
as well as uncertainty regarding the potential development of the European Union following the UK's
Brexit referendum, all had a dampening effect on numerous business areas of the Group. Europe saw
significant cash inflows from US investors during 2015. This trend reversed during the year under
review, which placed an additional burden upon the Group's business. For instance, volumes in equities
and equity derivatives declined; settlement and custody volumes in domestic securities also decreased.
On the other hand, index derivatives volumes rose thanks to stock market volatility, which was elevated
at times. Moreover, the Group's growth areas - such as commodities traded at the EEX group, invest-
ment funds services offered by Clearstream, and foreign exchange trading at 360T - continued to
develop positively. Thanks to the turnaround in US interest rates in late 2015, Clearstream's net interest
income also finally showed a marked increase. Looking at developments during the course of the year,
business was strongest in the fourth quarter, whereas the third quarter turned out to be the weakest one,
not least due to reticence amongst market participants' after the UK's referendum.
Business developments
The implementation into national law of the Deposit Guarantee Schemes Directive only has a minor
impact on Deutsche Börse Group entities. In November 2015, the European Commission presented a
proposal on the further modification of deposit guarantee schemes, with a view to completing the banking
union. The current status of political discussions does not yet allow for any projections on the possible
impact of the legislative process on Deutsche Börse Group.
Deposit Guarantee Schemes
Deutsche Börse Group financial report 2016
Within Deutsche Börse Group, a series of organisational changes took place, affecting segment reporting:
40
The EU bodies resolved a regulation on the transparency of securities financing transactions, which
complements the proposed regulation on the introduction of a segregated banking system that ring-
fences proprietary trading from the deposit and lending business. The regulation was published on
23 December 2015 in the Official Journal of the European Union. It introduces a requirement to
report securities lending and repo transactions to central trade repositories. In addition, it introduces
rules for repledging collateral and regulates the reporting requirements of investment fund providers
with securities lending activities. The impact of comprehensive reporting requirements for securities
lending transactions is different for Clearstream, Eurex Clearing AG and REGIS-TR S.A. For their own
securities financing transactions, higher expenditures are to be expected. The fact that transactions
must be reported to a trade repository however also bears business potential for REGIS-TR.
The legislative proposal is supposed to be finalised by early 2018 and will enter into force not before
2019. As the legislative process is at an early stage and the proposal is still subject to change, its impact
on financial market infrastructures cannot be assessed yet. Deutsche Börse Group takes an active part in
the discussion process regarding the modification of banking regulations, and thus addresses the regula-
tion's specific impact on financial market infrastructures with (limited) authorisation to engage in bank-
ing business. Furthermore, Deutsche Börse Group will continuously analyse the capitalisation of its regu-
lated entities, making any necessary adjustments in order to ensure that risks are adequately covered.
■ a revised framework for market risk
■the introduction of a binding net stable funding ratio (NSFR)
■the introduction of a binding leverage ratio of 3 per cent
Key elements of the legislative proposal beside the MREL/TLAC adjustments are:
CRD V/CRR II
Market Data + Services
In November 2016, the European Commission proposed amendments to CRD IV and CRR which take
into account the ongoing changes regarding the Basel III framework and other elements of banking regu-
lation. The proposed legislative package also reflects changes related to legislation on the Minimum
Requirement for own funds and Eligible Liabilities (MREL) and the Total Loss-Absorbing Capacity (TLAC)
which leads to adjustments mainly affecting the Bank Recovery and Resolution Directive (BRRD).
39
Xetra segment
Transparency of securities financing transactions
explicit recognition of revenue from listings (which was previously recognised under the "other" item)
Market Data + Services
1,108.2
2,388.7
€ millions
410.0
EBIT by segment
2,220.3
€ millions
Net revenue by segment
Although Deutsche Börse Group's revenue resources were influenced differently by the macroeconomic
environment, the Group was able to prove the capabilities of its diversified business model during the
year under review.
Compared to the previous financial year, cash markets profited less from the expansive monetary policy
and excess market liquidity, although the ECB pushed deposit rates further negative during the first quar-
ter of 2016, and extended its bond-buying programme. On the contrary, in light of the uncertainty sur-
rounding the future of the European Economic Area, investors (notably from the US) increasingly with-
draw their capital from European markets, and invested in their domestic markets, or emerging markets.
The Brexit referendum held in June, and the presidential elections in the US in November contributed
Results of operations
▪ reassignment of EEX connection revenue to Eurex
reassignment of revenue from regulatory services, from Tools to Data Services
■
■ information business segment was renamed Data Services
▪ merger of the Tools and Market Solutions business segments into Infrastructure Services
Market Data + Services segment
■ breakdown of custody and settlement revenue into international business (ICSD), domestic business
(CSD) and Investment Funds Services (prior to this, breakdown was only into custody and settlement)
Clearstream segment
■
€tn
6.7
Value of securities under custody (average value during the year)
1
Domestic business (CSD)
6.8
-7
%
Value of securities under custody (average value during the year)
4.4
4.8
Investment Funds Services
€tn
€tn
€tn
International business (ICSD)
288.8
€tn
5
Operating costs
%
746.4
EBIT
EBIT (adjusted)
446.7
%
457.7
335.4
16
383.3
343.7
12
Business key figures
€tn
-2
Value of securities under custody (average value during the year)
51
1.8
The domestic CSD business reflects the business development on the German cash markets, whereby
custody volumes are largely determined by the market values of equities, funds and structured products
traded. Given lower trading activity, settlement volumes were down 8 per cent, whilst the value of assets
held in custody declined by 7 per cent, due to lower average index levels compared to the previous year.
In the funds business, Clearstream saw slight increases in the volume of assets held in custody, reflect-
ing the positive overall performance on the international fund markets throughout the year. However, the
number of transactions settled was down 5 per cent. Clearstream owns Clearstream Global Securities
Services (CGSS) based in Cork, Ireland, previously Citco's custody operations for financial institutions'
hedge funds.
Average outstanding volumes in GSF decreased by 14 per cent. After the ECB flooded markets with
liquidity within the scope of its quantitative easing policy, volumes were down significantly, especially
in GC Pooling. At the same time, order flows shifted towards smaller, higher-priced lending volumes,
raising GSF net revenue overall.
Average cash customer deposits were up 5 per cent year-on-year. Besides the effect of this increase in
volume, net interest income benefited from the charging of negative interest rates to clients (in some
cases with a mark-up). In addition, the US Federal Reserve had raised its US dollar interest rates for the
first time after a long period in December 2015, following up with another increase in December 2016.
This provided an added boost to net interest income (over and above the higher liquidity levels), given
that around 49 per cent of cash deposits is denominated in US dollars.
The TARGET2-Securities (T2S) settlement service, designed by the Eurosystem, commenced operations
in 2016. Once T2S is fully functional in 2017 - according to schedule - it will harmonise cross-border
securities settlements in central bank money throughout Europe. Directly following the launch date, Clear-
stream provided its clients with the full range of benefits that the new settlement system offers. This ena-
bles clients to bundle their assets in a single pool, using the respective CSD as their access point to T2S.
Net revenue in the Clearstream segment
Net revenue in the Market Data + Services
segment
€ millions
€ millions
781.9
746.4
34.1
410.0
781.9
62.6
Net interest income from
banking business
Deutsche Börse Group financial report 2016
52
5
12.4
5
Global Securities Financing
Outstanding volume (average value during the year)
Net interest income from banking business
Average daily cash balances")
1) Includes some €1.5 billion currently or formerly blocked by EU and US sanctions (2015: €1.5 billion)
€bn
1.9
€bn
515.9
598.6
-14
€bn
€bn
%
13.1
%
%
96.7
€m
€m
€m
%
164.6
184.8
-11
102.4
84.9
21
63.8
-34
71.1
106.0
-33
Cash market: trading volume (single-counted)
Xetra®
Change
2015
2016
EBIT (adjusted)
1) Incl. repo business and net interest income from banking business
2) Consolidation in Q4/2015
2015
67.7
2016
1) The position "Trading" includes the Xetra® electronic trading system,
Börse Frankfurt as well as structured products trading.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
financial year 2015 (€3.9 million) and amounted to €7.3 million in the year under review, amongst oth-
ers driven by the planned business combination with LSEG. As a result of significantly higher costs, EBIT
decreased by 34 per cent.
€bn
During the year under review, cash markets in Europe failed to match the high trading volumes seen in
2015's record year. - a development which Deutsche Börse and its marketplaces Xetra, the Frankfurt
Stock Exchange, and Tradegate, were not immune to either. In the previous year, cash markets had bene-
fited strongly from the launch of the ECB's bond-buying programme (as part of its quantitative easing
policy, QE), and from strong market liquidity. This effect was reduced during the second year of QE, and
investors were increasingly looking at alternative investment opportunities again. This was exacerbated
by the continued fragile state of economies in Europe, plus the UK's decision to leave this economic area
- developments which dented investors' confidence in the European capital markets. As a result, US in-
vestors in particular pulled capital from Europe, shifting investments to other markets.
Deutsche Börse has been operating Europe's leading marketplace for ETFs since 2000. It offers investors
the largest selection of ETFs of all European exchanges: as at 31 December 2016, 1,133 ETFs were
listed (2015: 1,116 ETFs). Assets under management held by ETF issuers totalled €411.6 billion at the
end of the year, a year-on-year increase of 17 per cent (31 December 2015: €351.6 billion). Trading
volumes declined by 16 per cent to €158.0 billion (2015: €188.9 billion). The most heavily traded ETFs
are based on the European STOXX equity indices and on the DAX index.
Xetra-Gold, a bearer bond issued by Deutsche Börse Commodities, benefited from the ECB's low interest
rate policy as well as from investor unrest following the UK's Brexit referendum. Xetra-Gold has generated
Xetra segment: key figures
Financial key figures
Net revenue
Operating costs
EBIT
In the 2016 financial year, securities with a total volume of €1.38 trillion were traded on Deutsche Börse
Group's cash markets (2015: €1.64 trillion). They included shares and bonds from German and inter-
national issuers, exchange-traded funds (ETFs) and exchange-traded commodities (ETCs) as well as
units in actively managed mutual funds and structured products. Institutional, private and international
investors primarily trade on Xetra, the electronic trading platform. As a result, Xetra generates by far the
highest trading volumes within the segment. In addition to Xetra, Deutsche Börse operates trading at the
Frankfurt Stock Exchange and holds a 75 per cent stake in Tradegate Exchange GmbH - Germany's lead-
ing stock exchange for retail investors. At the end of the reporting year, Deutsche Börse increased its stake
in Tradegate AG Wertpapierhandelsbank, which holds the remaining shares in Tradegate Exchange, from
just under 15 per cent to just under 20 per cent, subject to regulatory approval.
€m
€bn
1,262.1
-
1 March 2017. Companies seeking a listing in the new SME segment must fulfil certain minimum criteria:
besides quantitative requirements, the focus here is on transparency and visibility - e.g. through manda-
tory research reports.
Clearstream segment
The segment provides the post-trade infrastructure for the Eurobond market, and offers custody services
for domestic securities from more than 50 markets worldwide. In doing so, Clearstream ensures that
once a trade has been executed, cash and securities change hands. Clearstream is responsible for securi-
ties issuance, settlement, management and custody. As an international central securities depository
(ICSD), Clearstream provides these settlement and custody services for securities held in Luxembourg.
The ICSD business contributed 52 per cent to net revenue during the year under review. As a central
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
securities depository (CSD), Clearstream services the market for German securities; this business accounts
for 15 per cent of net revenue. Investment fund services are the segment's third pillar, accounting for
16 per cent of net revenue. Using Clearstream's VestimaⓇ fund processing platform, clients can manage
settlements and custody for their entire fund portfolio. Net revenue from the Global Securities Financing
(GSF) franchise - which encompasses triparty repo, GC Pooling®, securities lending and collateral man-
agement - contributed 9 per cent of the segment's net revenue. Net interest income from Clearstream's
banking operations accounted for 8 per cent of net revenue.
Within the ICSD and CSD business, custody services provide the greater contribution. Net revenue in
this business is mainly driven by the volume and value of securities under custody, which determines
the deposit fees. The settlement business - the second pillar - depends heavily on the number of settle-
ment transactions processed by Clearstream, both via stock exchanges and over the counter (OTC).
During the year under review, Clearstream saw growth in its ICSD business, in its Global Securities Finan-
cing services and in its net interest income from banking business. The segment increased its net revenue
by 5 per cent. Operating costs declined by 2 per cent. Non-recurring effects totalled €47.9 million in 2016.
In addition to costs for the planned business combination with LSEG they were attributable in particular
to criminal investigations against Clearstream Banking S.A. in the US (2015: non-recurring effects of
€54.9 million). EBIT thus increased by 16 per cent, adjusted for non-recurring effects of 12 per cent.
The Clearstream segment grew its ICSD business by 3 per cent: the value of international assets held in
custody (which predominantly comprise bonds traded on the OTC market) increased slightly year-on-year,
as did the number of transactions.
Clearstream segment: key figures
2016
2015
Change
Financial key figures
Net revenue
In its listing business, Deutsche Börse has announced the launch of Scale, a new segment for established
small to medium-sized and predominantly German - companies. The segment started operations on
It is Deutsche Börse's goal to establish an ecosystem for growth, designed to facilitate a better flow of
investments and to enhance financing options for enterprises of any size (whether it is start-ups, small
and medium-sized enterprises (SMEs), or large corporate groups). One of the building blocks in this
development is the FinTech Hub in Frankfurt/Main, which supports start-ups on the Frankfurt financial
marketplace and thus fosters a lively entrepreneurial culture. Launched in 2015, Deutsche Börse Ven-
ture Network is designed to support companies in their growth phase which require more substantial
follow-up financing. It brings these enterprises together with international investors, facilitating the rais-
ing of capital and enabling companies to build an extensive network – paving the way for their IPO.
At the end of September 2016, Würzburg-based va-Q-tec was the first Venture Network company to
go public, with an IPO in the Prime Standard segment. The exclusive Venture Network online platform
allows investors and entrepreneurs to establish initial contacts, exchanging information within a pro-
tected area. Deutsche Börse Venture Network is continuously growing: at the end of the reporting year,
120 growth companies and 211 investors were active on the platform. Since the launch of the Venture
Network, enterprises have raised around €1 billion in growth financing. With the new Venture Match
service, introduced in September 2016, experts from Deutsche Börse now offer a more targeted match-
ing of investors and companies, thus simplifying and enhancing access to growth capital as well as
investment opportunities.
-
The purpose of an exchange is to provide financing to, and foster growth for the real economy – this is at
the very heart of an exchange's business. This is why Deutsche Börse has decisively expanded the pre-
IPO business in its “Pre-IPO and Growth Financing" franchise. Alongside established on-exchange busi-
ness (including trading in equities, bonds and other securities, as well as IPOs), this business has (once
again) formed part of a separate Executive Board portfolio since 2016. Over a medium-term horizon,
coordinated initiatives in the pre-IPO area are designed to lead to IPOs at the Frankfurt Stock Exchange.
1,505.8
-16
Frankfurt Stock Exchange
43.9
54.6
-19
Tradegate
%
71.0
-6
49
50
Deutsche Börse Group financial report 2016
the most turnover among all ETCs traded on Xetra: aggregate order book turnover was around €2.7 billion
in 2016. Likewise, assets under management in Xetra-Gold stood at a record level of approximately
€4.2 billion as at 31 December 2016.
The number of IPOs declined on a global scale during 2016, reflecting political and economic uncer-
tainty. Accordingly, IPO activity at Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
showed a mixed picture, with 19 new companies listed (2015: 24 new listings), bringing aggregate
new issue volume to around €5.2 billion (2015: €7 billion). Despite the challenging market environ-
ment for IPOs, innogy SE, a subsidiary of RWE AG, managed to place the biggest IPO since 2000 in
early October: a total of 555.6 million shares were admitted to trading, bringing the issue volume to
some €5 billion.
-
75.3
73.0
Cash and other bank balances as at 31 December
401.6
Cash outflows for the acquisition of subsidiaries totalled €3.9 million (2015: €641.5 million). Cash out-
flows included €676.6 million for the acquisition of shares in 360T in the previous year. Full consolida-
tion of Powernext and EPEX at 1 January 2015 increased cash by €40.1 million. Since no purchase
price was payable in the acquisition of Powernext and EPEX during the business year 2015, there were
no cash outflows.
Cash outflows stood at €848.8 million in the 2016 financial year (2015: cash inflows of €76.1 million).
During the 2016 financial year Deutsche Börse AG repaid series B and C of private placements issued in
2008, prior to maturity and within the scope of the ISE acquisition; this led to cash outflows of €321.6 mil-
lion. In the previous year, cash outflows of €150.5 million were attributable to the maturity of series A of
private placements issued in 2008.
The acquisition of a 49.9 per cent stake in STOXX Ltd. led to aggregate cash outflows of €653.8 million
in the 2015 financial year. This transaction was financed through the issue of a debt security with a
nominal amount of €600.0 million. Moreover, the company placed Treasury shares in the amount of
€200.0 million as well as a bond with a nominal amount of €500.0 million within the scope of the
360T acquisition.
Moreover, the company placed commercial paper of €400.0 million (2015: €2,100.0 million), and
paid out €495.0 million (2015: €2,065.0 million) due to maturing commercial paper issues. No com-
mercial paper was outstanding as at 31 December 2016.
In addition, Deutsche Börse AG distributed €420.1 million in dividends for the 2015 financial year
(dividends for the 2014 financial year: €386.8 million).
As in previous years, the Group assumes it will have a strong liquidity base in financial year 2016 due
to its positive cash flows from operating activities, adequate credit lines and flexible management and
planning systems.
Deutsche Börse Group's interest coverage ratio
Interest expense from financing activities
Fixed-rate bearer bond (term until March 2018)
Fixed-rate bearer bond (term until October 2022)
Fixed-rate bearer bond (term until October 2025)
Fixed-rate bearer bond (hybrid bond)
Private placements¹)
Commercial paper
Deutsche Börse Group financial report 2016
Other interest expense
56
711.1
Cash flows from operating activities (excluding CCP positions)
856.6
Cash flows from operating activities
1,621.4
796.6
10.1
Cash flows from investing activities
578.5
-1,592.3
Cash flows from financing activities
-848.8
76.1
Cash and cash equivalents as at 31 December
-146.9
-1,579.4
1,458.1
55
Total interest expense (incl. 50 per cent of the hybrid coupon)
EBITDA (adjusted)
Interest coverage³)
€142 m 20152)
€35 m 20162)
0.1
4.5
4.5
53.3
50.8
1,345.7
25.3
1,180.7
23.2
1) Bought back with the proceeds from the sale of ISE mid-2016
2) Annual average
3) EBITDA / interest expense from financing activities (includes 50 per cent of the interest on the hybrid bond)
2016
%
18.5
9.3
US$290 m
7.0
Issue volume
2016
2015
€m
€m
€600 m
7.4
€m
7.4
14.8
14.8
€500 m
8.7
2.0
€600 m
17.2
€600 m
€m
2015
2016
2015
2016
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
At the same time, they can benefit from the ICSD's securities lending and collateral management services.
For instance, it is now possible to settle triparty repos using commercial bank money (i.e. in multiple
currencies) or central bank money (in euros), with positions being held with the ICSD and CSDs. On
6 February 2017, Clearstream Banking AG and LuxCSD S.A. migrated - on schedule and in full – to
the ECB's settlement systems. Clearstream's systems, which were initially running in parallel during the
test phase, have been switched off. The segment envisages at least compensating for lost settlement
fees, through a sensitive pricing policy and additional offers to clients.
Market Data + Services segment
The core business of the Market Data + Services segment is the distribution of capital market informa-
tion, technology and infrastructure services to clients worldwide. These services include real-time trading
and market signals, as well as indices such as EURO STOXX 50Ⓡ and DAX. Capital market participants
subscribe to this information, or licence it for their own use, processing, or dissemination. The segment
generates much of its net revenue on the basis of long-term client relationships; it is relatively indepen-
dent of trading volumes and capital markets volatility. The assets and liabilities related to its MNI subsidi-
ary were sold by way of an asset deal, effective 8 July 2016. Deutsche Börse AG already sold its 50 per
cent stake in Infobolsa S.A. in February.
Despite the deconsolidation of MNI and Infobolsa, Market Data + Services slightly increased net revenue
during the year under review. Operating costs showed a significant marked decline, due to deconsolidation
(amongst other factors), but also through strict cost management: they included non-recurring effects of
€33.8 million (2015: €16.2 million), largely related to the planned business combination with LSEG as
well as to the integration respective disintegration of companies (STOXX, MNI). Accordingly, the segment's
EBIT rose considerably by 14 per cent, excluding non-recurring effects by 22 per cent.
The net revenue of the segment comprises the business areas Data Services (40 per cent), Index (28 per
cent), and Infrastructure Services (32 per cent).
The Data Services business area mainly involves the distribution of licences for real-time trading and
market signals, and for the provision of historical data to banks, trading firms, and fund management
companies. The most important products in this respect are order book data from the cash and derivatives
markets, as well as reference data of Deutsche Börse and its partner exchanges. Business remained
largely stable during the year under review, despite the deconsolidation of MNI.
In its Index business area, which it conducts through its STOXX Ltd. subsidiary, Deutsche Börse gene-
rates revenue from calculating and marketing indices and benchmarks, which banks and fund manage-
ment companies use as underlying instruments or benchmark references for financial instruments and
investment vehicles. The extensive range of indices offered by STOXX Ltd. provides issuers with a wealth
of opportunities for creating financial instruments for most diverse investment strategies. The Index busi-
ness continued its growth path, driven especially by a vivid issuance of structured products on STOXX
indices that are designed for investors to realise their investment strategies and higher trading volumes of
Eurex contracts based on STOXX and Deutsche Börse indices. Conversely, assets under management in
ETFs declined, due to investors withdrawing capital particularly from those ETFs which track the Euro-
pean capital markets these make up a large part of the STOXX portfolio.
-
The Infrastructure Services business area generates revenue primarily from connectivity services for trad-
ing and clearing participants. Revenue generated from these services rose during the year under review,
thanks to the segment's success in convincing a constantly rising number of clients to opt for data con-
nections with higher bandwidth. In addition, Infrastructure Services provides development and opera-
tional services for technology clients outside the Group - such as partner exchanges, banks acting as
Designated Sponsors, or the German regional stock exchanges. Deutsche Börse operates technology on
53
54
Deutsche Börse Group financial report 2016
2016
2015
160.5
Data Services
124.1
124.3
Investment Funds Services
132.8
Infrastructure Services
138.0
124.3
behalf of partner exchanges in Dublin, Vienna, Sofia, Ljubljana, Prague, Budapest, on Malta and the
Cayman Islands, as well as domestic exchanges operated by brokers and banks in Frankfurt/Main,
Berlin, Dusseldorf, Hamburg/Hanover and Munich.
115.2
115.0
Index
103.1
396.2
406.9
International business (ICSD)
162.2
Domestic business (CSD)
Global Securites Financing
Development of profitability
Financial position
233.2
-6
191.4
168.4
14
225.2
184.6
22
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Taking CCP positions into account, cash flow from operating activities totalled €1,621.4 million (2015:
€10.1 million). The change in CCP positions was influenced by non-delivered GC Pooling transactions in
a total amount of US$869.5 million; these could not be delivered on the due date (31 December 2015),
but only on 4 January 2016. The reason was a clearing participant's failure to provide the necessary
cash in good time.
Cash inflows from investing activities amounted to €578.5 million in the 2016 financial year (2015: cash
outflows of €1,592.3 million). These were attributable, in particular, to the sale of shares in ISE Group,
which generated cash of €916.3 million (adjusted for cash and cash equivalents sold of €13.0 million
that were originally included in the cash amount). Furthermore, the sale of shares in Infobolsa S.A. gen-
erated cash of €1.1 million (adjusted for cash and cash equivalents sold of €7.1 million).
In addition, cash inflows of €149.9 million (2015: €208.3 million) resulted from maturities and disposals
of securities with an original maturity of more than one year.
Cash outflows of €178.9 million (2015: €815.5 million) were due to the acquisition of long-term
financial instruments.
At €164.9 million, investments in intangible assets and property, plant and equipment were above
the prior-year level (2015: €154.5 million); most were made in the Clearstream and Eurex segments.
Clearstream's investments related primarily to the expansion of its settlement and collateral management
systems, while Eurex invested in its trading and clearing systems.
Consolidated cash flow statement (condensed)
218.6
2
401.6
410.0
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 as at 31 December 2016 amounted to €–146.9 million (31 December 2015:
€-1,579.4 million). The technical closing-date item is negative especially due to financial assets with a
maturity of more than three months. The latter do not qualify as cash and cash equivalents and the cash
flows associated with them have been allocated to investing activities. Cash and bank balances amounted
to €1,458.1 million as at 31 December 2016 (31 December 2015: €711.1 million).
Deutsche Börse Group's cash flow from operating activities is relevant only to a limited extent as it
includes in particular CCP positions, which are subject to significant fluctuations on the reporting date.
Due to this, the following refers in particular to the cash flow from operating activities excluding CCP
positions. In the 2016 financial year, Deutsche Börse Group generated €856.6 million (2015: €796.6 mil-
lion) in cash flow from operating activities, excluding changes in CCP positions on the reporting date.
Moreover, Deutsche Börse Group paid taxes in the amount of €277.8 million during the 2016 financial
year (2015: €207.7 million). Higher tax payments were partly attributable to the sale of shares in U.S.
Exchange Holdings, Inc.
Other non-cash income amounted to €52.3 million (2015: other non-cash expenses of €7.0 million);
this was, in particular, due to income from the sale of shares in BATS Global Markets Inc. The trans-
action generated cash of €80.3 million, reported under cash flows from investing activities.
Market Data Services segment: key figures
Financial key figures
Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes
to average equity available to the Group during the course of 2016. Mainly due to the increase in
net income and equity, return on shareholders' equity remained largely unchanged at 17.3 per cent
(2015: 17.0 per cent) in the 2016 financial year. Adjusted for the non-recurring effects described in the
"Results of operations" section, the return on equity amounted to 19.4 per cent (2015: 19.6 per cent).
Net revenue
EBIT
EBIT (adjusted)
2016
€m
2015
€m
Change
%
Operating costs
2015
€m
436.5
m contracts
%
1,727.5
1,672.6
3
894.0
837.7
7
526.6
509.1
3
291.1
311.8
-7
Commodities: trading volume on EEX³) 4)
TWh / m t CO2
TWh / m t CO2
%
Electricity
4,455.6
3,061.5
46
Gas
1,756.2
1,024.9
m contracts
71
Equity derivatives²)
Equity index derivatives²)
Eurex segment: key figures
2016
2015
Change
Financial key figures
Net revenue
Operational costs
EBIT
€m
Index derivatives
16
887.5
1,032.2
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
549.7
507.4
8
517.6
381.7
36
EBIT (adjusted)
540.6
430.3
26
Financial derivatives: trading volume on Eurex Exchange
Derivatives¹)
Interest rate derivatives
Emissions trading
EEX is the leading European energy exchange: it develops, operates and connects secure, liquid and
transparent markets for energy and commodity products. The products traded on markets operated by
EEX Group are electricity, natural gas, environmental products (such as emission allowances), agricul-
tural products, as well as other commodities (in particular, freight rates, bunker fuel, and metals). EEX
completed additional inorganic growth initiatives during 2016, thus strengthening its position as the
central market for energy, energy-related products and commodities in Europe. The most important stra-
tegic steps in 2016 included the acquisition of a majority stake in Power Exchange Central Europe a.s.
(PXE), based in Prague, which is EEX Group's first presence in the East European trading markets; the
cooperation between Powernext and Austrian Central European Gas Hub AG (CEGH) for the joint devel-
opment of gas markets in Austria, as well as in Central and Eastern Europe; and the full acquisition of
Danish gas exchange Gaspoint Nordic A/S. Moreover, EEX Group succeeded in markedly growing its
market share, compared to off-exchange markets, in the relevant products. On this basis, EEX Group
posted substantial double-digit growth rates in its three core business segments during the 2016 financial
year: up 46 per cent in the spot and forward electricity markets, up 71 per cent in the gas market, and
up 40 per cent in emission rights trading.
677.6
74.2
15.7
402.7
13.6
164.6
215.9
Commodities (EEX)
16.7
Other
175.3
29.7
15.4
FX (360T)2)
Trading¹)
124.5
183.3
Interest rate derivatives
Listing
for equities
26.7
Central counterparty
949.9
36.3
Equity derivatives
37.9
105.8
64.2
189.7
184.8
17.0
€bn
57.6
887.5
Average daily volume on 360T®
Foreign exchange business: traded volume on 360T®
40
€bn
%
4
1) The total deviates from the sum of individual figures since it includes additional traded products, such as ETF, volatility, currency and precious metals derivatives.
2) Dividend derivatives are assigned to equity index and equity derivatives.
3) Volumes traded on EEX - in terawatt hours (TWh) for power and gas contracts, and in million tonnes of CO₂ for emissions trading
4) Including volumes traded in the power segment on EPEX, APX/Belpex (or SEEPEX, since 17 February 2016), and in the gas segment on Powernext and Gaspoint
Nordic (the latter added in 2016)
47
55.3
Deutsche Börse Group financial report 2016
Other¹)
88.0
1,032.2
48
€ millions
Net revenue in the Xetra segment
€ millions
Net revenue in the Eurex segment
Global foreign exchange trading was characterised by declining traded volumes during the year under
review, due to various factors including political uncertainty, changes in the regulatory framework, and
reduced prime brokerage capacity, which burdened trading activity. Nonetheless, 360T®, one of the
world's leading foreign-exchange platforms (winning awards such as “Best Professional E-trading Venue"
and "Best e-FX Platform for Corporates"), which was acquired in 2015, managed to buck this trend,
increasing its foreign-exchange trading volumes by 4 per cent. This growth was mainly driven by trading
activity of new clients. 360T continued to grow its client portfolio across all regions and market seg-
ments; its integration into Deutsche Börse Group is making dynamic progress. During the year under
review, this included joint client calls and joint cooperation in developing new offerings – for example,
the FX trading order book, FX futures products and preparing a clearing offer for FX OTC contracts.
Net revenue in the Xetra segment declined by 11 per cent during the year under review. Operating costs
rose by 21 per cent, mainly due to non-recurring effects. These non-recurring effects had burdened the
The Xetra segment generates most of its net revenue from trading and clearing cash market securities.
The primary sales driver, accounting for 64 per cent, was net revenue from trading. The central counter-
party (CCP) for equities and exchange-traded products (ETPs) operated by Eurex Clearing AG contributed
16 per cent to the segment's net revenue; the net revenue of the CCP is determined to a significant
extent by trading activities on XetraⓇ. Listing revenue (which accounts for around 9 per cent) is primarily
generated from existing listings and new admissions. The “other” item (accounting for a total of 10 per
cent of net revenue) includes, among others, net revenue generated by Eurex Bonds.
Xetra segment
3,080
639
by location
5,176
928
2,226
575
1,546
985
289
50 years and older
1,077
2,096
561
40-49 years
E
by gender
Deutsche Börse Group employee age structure
1,932.3
As at 31 December 2016, 70 per cent of Deutsche Börse Group employees were graduates (2015:
69 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 university of cooperative education; it also includes employees
who have completed comparable studies abroad. In the area of continuing professional development, the
Group invested an average total of 3.8 days per employee in 2016 (2015: 3.6 days) and, among other
things, conducted 1,524 internal training events (2015: 1,079 internal training events). Of these, 40 per
cent were on business-related issues, 26 per cent covered specialist topics, 10 per cent dealt with the
work-life balance, 24 per cent were on IT subjects and were part of induction training. The digital
866
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Deutsche Börse Group: five-year overview
2012
2013
2014
2015
2016
Consolidated income statement
Net revenue
€m
thereof net interest income from banking business
€m
65
66
Deutsche Börse Group financial report 2016
■ reservation of places for employees' children aged between six months and three years at a day care
centre in Eschborn, whereby the number of dedicated places depends on demand within the company
■ an "Elder and Family Care" programme to facilitate support for family members requiring care
■the option to take sabbaticals, used by three employees in Luxembourg and six in Prague in 2016
A total of 67 male and 81 female employees took parental leave in financial year 2016, thereof one male
and one female in management positions. In the reporting period, 61 male and 53 female employees
returned to the company after taking parental leave, while three male and five female employees left the
company after their parental leave. Deutsche Börse Group supported its employees by subsidising child-
care in the amount of €791 thousand in the reporting period (2015: €789 thousand). All employees
receive a monthly net amount of up to €255.65 per child until it is six years old or starts school.
Employees may attend sports or relaxation courses. The purpose of these measures is to achieve a good
work-life balance. One of the objectives pursued with these measures is to ensure that employees remain
healthy, in spite of high workloads, and to keep sickness levels within the company as low as possible.
For instance, the company assigns increased importance to the fact that employees take their annual vaca-
tion during the course of the year. The sickness ratio within Deutsche Börse Group amounted to 2.9 per
cent in the year under review (2015: 3.1 per cent).
Deutsche Börse Group employee age structure
30-39 years
thereof in
704
-1,182.8
738.8
2,047.8
37.62)
-1,114.8
1,011.3
2,220.3¹)
50.62)
-1,283.2")
2,388.7
84.0
-1,317.4
935.6") 1,108.2
Net profit for the period attributable to
Deutsche Börse AG shareholders
€m
645.0
969.4
478.4
€
3.44
2.60
762.3
4.14
613.3")
3.31¹
3.87
Consolidated cash flow statement
Cash flows from operating activities
€m
707.7
728.3
Earnings per share (basic)
1,943
€m
-958.6
1,076
227
50 years and
older
475
40-49 years
673
759
270
30-39 years
379
380 under 30 years
Earnings before interest and tax (EBIT)
274
under 30 years
male
female
Global
thereof in
Germany
Luxembourg
52.0
1,912.3
35.9
Operating costs
€m
104
722.1
■ a decline in financial instruments held by central counterparties
Deutsche Börse AG has offered its shareholders attractive returns for years and financial year 2016 is
no exception. At €2.35 (2015: €2.25), the dividend proposed for distribution to shareholders is above
the prior-year level. In addition, the distribution ratio decreased slightly as a result of the improvement in
earnings, falling from 55 per cent in the previous year to 54 per cent in the year under review (adjusted
for non-recurring effects in both cases), and was thus in line with the Executive Board's forecast range of
40 to 60 per cent.
126,289.6
thereof restricted bank balances
thereof other cash and bank balances
27,777.6
26,870.0
1,458.1
711.1
EQUITY AND LIABILITIES
Equity
4,624.5
3,695.1
Liabilities
159,220.3
176,380.7
thereof non-current liabilities
8,669.9
10,585.4
thereof financial instruments held by central counterparties
5,856.6
7,175.2
thereof interest-bearing liabilities
2,284.7
2,546.5
107,909.6
thereof financial instruments held by central counterparties
165,688.9
151,904.4
Consolidated balance sheet (extracts)
31 Dec 2016
€m
31 Dec 2015
€m
ASSETS
Non-current assets
thereof intangible assets
thereof goodwill
11,940.4
14,386.9
3,973.7
thereof current liabilities
4,633.0
2,898.8
thereof financial assets
1,920.9
2,309.0
thereof receivables and securities from banking business
1,604.8
2,018.6
thereof financial instruments held by central counterparties
5,856.6
7,175.2
Current assets
2,721.1
150,550.5
165,795.3
thereof financial instruments held by central counterparties
thereof cash deposits by market participants
Depreciation and amortisation
26%
External costs
External creditors
13%
Retained earnings
18%
Taxes
68%
Value added
28%
6%
Shareholders
37%
Employees
61
62
Deutsche Börse Group financial report 2016
for 18 per cent (€291.8 million), while 4 per cent (€56.8 million) was attributable to external creditors.
The 13 per cent value added that remained in the company (€216.7 million) is available for investments
in growth initiatives, among other things (see → “Origination of value added" and "Distribution of value
added" charts).
Overall assessment of the economic position by the Executive Board
Deutsche Börse Group's financial performance during the 2016 financial year was in line with the range
expected by the Executive Board, given the Group's success on the derivatives and energy markets and -
at least in the US – the accelerating interest rate curve. In total, the Group recorded an 8 per cent increase
in net revenue. Operating costs were up 3 per cent year-on-year, a modest increase compared to 2015,
despite consolidation effects. The increase was due in particular to costs incurred in connection with
mergers and acquisitions. Adjusted by such effects, costs incurred during the year under review in-
creased by only 1 per cent compared to the previous year, despite the consolidation of new subsidiaries.
EBIT, as well as net profit for the period attributable to Deutsche Börse AG shareholders, increased con-
siderably over the previous year, reaching the upper end of the forecast range.
The Executive Board believes that Deutsche Börse Group's financial position was extremely sound during
the reporting period. The Group generated high operating cash flows, as in the previous year. Given the
considerable increase in adjusted EBIT, Deutsche Börse Group was able to improve the ratio of interest-
bearing gross debt to EBITDA at Group level: at 1.5, it was at the target value of 1.5.
Rating agencies again affirmed the Group's credit quality, awarding it excellent ratings in 2016. On
19 December 2016, Standard & Poor's affirmed the AA credit rating of Deutsche Börse AG, but main-
tained the negative outlook in connection with the acquisition of 360T, financed with equity and debt
capital. Furthermore, Standard & Poor's - just like Fitch Ratings on 7 October 2016 - affirmed the
AA credit rating of Clearstream Banking S.A. Both ratings were assigned a stable outlook.
-
(dividends)
The Group's net assets, financial position and results of operations can be considered to be in an
orderly state.
4%
Value added: €1,627.1 million
107,479.4
126,006.5
27,777.6
26,869.0
Non-current liabilities declined, driven mainly by two factors: Firstly, financial instruments held by central
counterparties decreased. This liability item is matched by an asset item in the same amount. Secondly,
interest-bearing liabilities declined. In July, Deutsche Börse redeemed series B and C bonds for an
amount of US$290 million.
The main changes within the non-current liabilities item occurred in the following areas:
677.3
■ an increase of liabilities from cash deposits by market participants as a result of higher cash collat-
eral provided by the clearing members of Eurex Clearing AG; the main reason for this increase was
that clearing participants provided a larger proportion of cash compared to securities as collateral
for Eurex Clearing AG in the reporting period
Overall, Deutsche Börse Group invested €152.6 million in the continued business in intangible assets and
property, plant and equipment (capital expenditure or capex) in the reporting period (2015: €147.7 mil-
lion). 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
items and commercial paper. Current assets excluding technical closing-date items amounted to
€1,293.6 million (2015: €1,675.3 million). As Deutsche Börse Group collects fees for most of its
services on a monthly basis, the trade receivables of €669.8 million included in current assets as at
Company performance: €2,395.5 million
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Technical closing-date items
The "receivables and securities from banking business" and "liabilities from banking business" balance
sheet items on the balance sheet are technical closing date items that were strongly correlated in the
reporting period and that fluctuated between approximately €14 billion and €20 billion (2015: between
€10 billion and €15 billion). These amounts mainly represent customer balances in Clearstream's inter-
national settlement business.
The "financial instruments of the central counterparties" item relates to the function performed by Eurex
Clearing AG and European Commodity Clearing AG: since the latter act as the central counter parties for
Deutsche Börse Group's various markets, their financial instruments are carried in the balance sheet at
their fair value. The financial instruments of the central counterparties are described in detail in the risk
report and in notes 3, 15 and 36 to the consolidated financial statements.
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under “restricted bank
balances". The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €24 billion and €29 billion
(2015: between €27 billion and €36 billion).
Value added: breakdown of company 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
and amortisation as well as external costs from the company performance. In 2016, the value added by
Deutsche Börse Group amounted to €1,627.1 million (2015: €1,541.0 million). The breakdown shows
that large portions of the generated value added flow back into the economy: 28 per cent (€454.3 mil-
lion) benefit shareholders in the form of dividend payments, while 37 per cent (€607.5 million) was
attributable to staff costs in the form of salaries and other remuneration components. Taxes accounted
Origination of value added
Distribution of value added
31 December 2016 (31 December 2015: €554.1 million) were relatively low compared with net reve-
nue. The current liabilities of the Group, excluding technical closing-date items, amounted to €1,453.0 mil-
lion (2015: €1,196.2 million, excluding technical closing-date items). The Group therefore had slightly
negative working capital of €159.4 million at the end of the year (2015: €479.1 million).
10.1
49
Consolidated balance sheet
13,075
Global Securities Financing (average outstanding
volume for the period)
€bn
570.3
576.5
609.8
598.6
515.9
1) Figure for 2015 without consideration of ISE, which represents a discontinued operation due to its disposal as at 30 June 2016 2) Clearstream and Eurex seg-
ments 3) Bonds that will mature in the following year are reported under "other current liabilities" (2012: €577.4 million; 2014: €139.8 million). 4) Proposal to
the Annual General Meeting 2017 5) Adjusted for the non-taxable income related to the revaluation of the share component of the purchase price paid for the acquisi-
tion of the shares of Eurex Zürich AG held by SIX Group AG 6) Adjusted for the costs of mergers, acquisitions and of efficiency programmes 7) Adjusted for
expenditure relating to the revaluation of the share component of the purchase price paid for the acquisition of the shares of Eurex Zürich AG held by SIX Group AG, a
one-off gain from the reversal of deferred tax liabilities for STOXX Ltd. resulting from a decision by the Swiss Financial Supervisory Authority and a one-off gain from
the recognition of deferred tax assets resulting from the future possible offsetting of losses carried forward by Eurex Global Derivatives AG 8) Adjusted for the tax
benefit from initial recognition of deferred tax assets on tax loss carryforwards at a Group company 9) Adjusted for efficiency programme effects and costs incurred
for the change of CEO in 2015 10) Adjusted for costs for mergers and acquisitions 11) Adjusted for costs largely related to criminal proceedings against
Clearstream Banking S.A. in the US 12) Amount based on the proposal to the Annual General Meeting 2017 13) Adjusted for the costs of the OFAC settlement
14) Adjusted for a one-off gain from the dissolution of the financing structure established in connection with the acquisition of ISE, and a one-off expense mainly
attributable to the reduction in deferred tax assets in respect of a tax loss carryforward 15) Net profit for the period attributable to Deutsche Börse AG shareholders/
average shareholders' equity for the financial year based on the quarter-end balance of shareholders' equity 16) Adjusted for non-recurring effects 17) Since
Q3/2013, this figure has included warrants and certificates due to the consolidation of Börse Frankfurt Zertifikate AG.
63
64
Deutsche Börse Group financial report 2016
Report on post-balance sheet date events
On 1 February 2017, Deutsche Börse AG announced that the Public Prosecutor's Office of Frankfurt/Main
investigated at Deutsche Börse AG in respect of a share purchase by its Chief Executive Officer which
was carried out on 14 December 2015 in implementation of the Executive Board's remuneration pro-
gramme as approved by the Supervisory Board of Deutsche Börse AG. Such programme provides for an
investment of the Executive Board members in shares of Deutsche Börse AG. Deutsche Börse AG and
the Chief Executive Officer fully cooperate with the public prosecutor.
On 6 February 2017, the relevant bodies of Deutsche Börse AG and London Stock Exchange Group plc
(LSEG) decided to formally submit the divestment of LCH.Clearnet SA by LCH.Clearnet Group Limited as
a remedy to the European Commission in order to address anti-trust concerns raised by the European
Commission in relation to the merger of both companies.
Following the market test in relation to the remedy proposal of 6 February 2017, the European Commis-
sion has raised new concerns regarding the viability of LCH SA as a divestment business in relation to
access to bond and repo trading feeds currently provided for by MTS S.p.A., an Italian regulated elec-
tronic trading platform. The European Commission has therefore required that Deutsche Börse AG and
LSEG commit to the divestment of LSEG's majority stake in MTS S.p.A. to secure merger clearance.
LSEG has resolved to not commit to the required divestment of LSEG's majority stake in MTS S.p.A.
The parties will await the further assessment by the European Commission and currently expect a
decision by the European Commission on the merger of Deutsche Börse AG and LSEG no later than
3 April 2017.
On 2 March 2017, Deutsche Börse Group announced that it had completed the divestiture of its remain-
ing shareholding in BATS Global Markets, Inc. (BATS). After receiving a cash and share consideration
as part of the acquisition of BATS by Chicago Board Options Exchange, Inc. (CBOE), the CBOE shares were
sold in the market. Deutsche Börse AG expects a positive impact on its net profit for the period attributa-
ble to Deutsche Börse AG shareholders of around €68 million in the first quarter of 2017. In Q4/2016,
Deutsche Börse already realised a net profit contribution of around €23 million by selling one third of its
stake in BATS. This stake resulted from a participation of the divested International Securities Exchange
Holdings, Inc. (ISE) in Direct Edge Holdings, LLC, which later merged with BATS.
On 3 March 2017, the Executive Board of Deutsche Börse AG communicated that its indirectly held sub-
sidiary European Energy Exchange AG has reached an agreement in principle with the shareholders
of Nodal Exchange Holdings, LLC on the purchase of all shares in Nodal Exchange Holdings, LLC. The
total purchase price for all shares amounts to a low nine-digit sum (in US dollars). The execution of
binding agreements is intended to take place shortly. The closing of the acquisition is still subject to cus-
tomary conditions such as required regulatory approvals.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
Non-financial key performance indicators
Employees
13,274
12,215
11,626
11,111
AA
AA
AA
AA
Market indicators
Xetra, Frankfurt Stock Exchange and Tradegate
Trading volume (single-counted) 17)
€bn
1,160.2
1,157.6
1,282.6
Committed, highly skilled employees are one of the cornerstones of Deutsche Börse Group's business
success. Their dedication, flexibility and will to deliver outstanding performance shape its corporate
culture. 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. It does this by adopting a sustain-
able human resources policy. Within the scope of its "Accelerate" programme, the Group increased its
emphasis upon a high-performance culture, with a more distinct focus on clients' needs and on innova-
tion. This culture is supported by a remuneration system for executive staff which incorporates growth,
performance, and financial indicators to a higher extent than before.
1,635.7
Eurex®
Number of contracts
m
2,292.0
2,191.9
2,097.9
1,672.6")
1,727.5
Clearstream
Value of securities deposited (annual average)
€bn
1,377.0
AA
Deutsche Börse Group employs an international workforce at 37 locations worldwide: as at 31 Decem-
ber 2016, Deutsche Börse Group had 5,176 employees (31 December 2015: 5,100), while the aver-
age number of employees in the reporting period was 5,095 (2015: 4,760). The decrease in staffing
levels was predominantly attributable to the deconsolidation of International Securities Exchange Hold-
ings, Inc. (-183), Infobolsa S.A. (-79) and Market News International Inc. (-91) and their respective
subsidiaries. On the other hand new jobs were created (+246) mainly in the context of the "Accelerate"
growth initiatives and other strategically important projects, such as IT sourcing and outsourcing initia-
tives.
It is Deutsche Börse Group's declared intention to achieve a reasonable work-life balance. The company
offers a number of options designed to achieve a positive work-life balance as part of its "Job, Life &
Family" initiative:
559
726
United Kingdom
167
3
Total
5,176
5,100
Rest of Europe
302
6
North America
97
2
South America
2
0
Asia
192
4
Middle East
7
0
Market Data + Services
6
314
Ireland
■ option to work from home (teleworking)
■ childcare service for emergencies and during school holidays (a service used in Germany on a total of
78 days)
■ emergency parent-child offices at the Eschborn, Luxembourg and Prague locations
Employees per countries/regions
Employees by segment
31 Dec 2016
%
31 Dec 2016
Germany
2,226
43
To recruit and retain the best talent for the company, Deutsche Börse Group offers flexible working time
models. Including part-time employees, there was an average of 4,731 full-time equivalents during the
year (2015: 4,460). As at 31 December 2016, the proportion of part-time employees was higher in the
general workforce than in management, and it was higher among women than among men.
Eurex
1,076
21
Xetra
1,851
323
31 Dec 2015
1,651
326
Czech Republic
793
15
Clearstream
2,443
2,397
Luxembourg
AA
AA
AA
55
5412)
Employees (average annual FTEs)
3,416
3,515
3,911
4,460¹)
4,731
Personnel expense ratio (staff costs / net revenue)
%
216)
2213)
239)
27
25
EBIT margin, based on net revenue
%
50
39
Deutsche Börse Group financial report 2016
42
46
Tax rate
2.354)
2.25
2.10
586)7) 11)
619) 10)11)
Non-current assets
€m
5,113.9
Equity
€m
3,169.6
8,796.9
3,268.0
Non-current interest-bearing liabilities
€m
1,737.43)
1,521.9
%
11,267.2
3,752.1
1,428.53) 2,546.5
11,940.4
4,624.5
2,284.7
Performance indicators
Dividend per share
€
2.10
2.10
Dividend payout ratio
%
585) 6) 7) 8)
14,386.9
3,695.1
26.07
26.08) 13)
26.014)
1.56)
1.96) 11)
1.5
Interest coverage ratio
%
15.26)
20.16)
26.06)
23.2¹)
25.3
Deutsche Börse AG: Standard & Poor's
1.56)
Rating
AA
Clearstream Banking S.A.: Standard & Poor's
Rating
AA
AA
Fitch
Rating
AA
AA
33 3
AA
AA
1,621.4
1.66)
14.0
26.0
27.0
Return on shareholders' equity (annual average) 15)
%
22
21
21
2016)
1916)
Deutsche Börse shares
Year-end closing price
Gross debt/ EBITDA
€
60.20
59.22
81.39
77.54
Average market capitalisation
Rating key figures
€bn
8.5
10.0
10.8
14.7
46.21
60
Total
The financing of assets was provided through equity and debt capital. Equity increased year-on-year, driven
particularly by the accounting profit realised with the disposal of ISE.
€600 m
DE000A1RE1W1
10 years
October 2022
2.375 %
Fixed-rate bearer bond
€500 m
DE000A1684V3
10 years
October 2025
1.625 %
Fixed-rate bearer bond
(hybrid bond)
€600 m
DE000A161W62
Call date
5.5 years/
final maturity in
25.5 years
February 2021/
February 2041
2.75 %
(until call
Fixed-rate bearer bond
Maturity Coupon p.a.
March 2018 1.125 %
5 years
DE000A1R1BC6
59
5,176
100
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
Operating leases
Deutsche Börse Group mainly uses operating leases for the office building in Eschborn that the Group
moved into in the second half of 2010 and for the buildings used by Clearstream International S.A.
in Luxembourg (see ☑ note 38 to the consolidated financial statements for details).
Liquidity management
Deutsche Börse primarily meets its operating liquidity requirements from internal financing, i.e. by
retaining generated funds. The aim is to provide enough liquidity to cover operating costs for one
quarter (currently between €150 million and €250 million). An intra-Group cash pool is used for pool-
ing 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 collateralised 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 consoli-
dated financial statements for details on financial risk management). In recent years, Deutsche Börse AG
has leveraged its access to the capital markets to issue corporate bonds in order to meet its structural
financing needs.
Listing
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Capital management
Data included for the purpose of calculating interest service cover comprises interest expenses incurred for
financing Deutsche Börse Group, less interest expenses incurred by subsidiaries which are also financial
institutions, including Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG. Interest
expenses incurred which are not related to Group financing are not included in the calculation of interest
service cover.
Moreover, Deutsche Börse targets a maximum ratio of interest-bearing gross debt to EBITDA of 1.5 at
Group level. During the reporting period, the Group achieved a 1.5 ratio of gross debt to EBITDA. This
figure is based on gross debt of €1,984.7 million, and adjusted EBITDA of €1,345.7 million. Gross debt
consisted of interest-bearing liabilities of €1,984.7 million.
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2016)
Type
Issue volume
ISIN
Term
€600 m
The company's clients generally expect it to maintain conservative interest service cover and leverage
ratios, and to achieve good credit ratings. Therefore, the Group targets a minimum consolidated interest
service cover ratio (defined as the ratio of EBITDA to interest expenses from financing activities) of 16.
During the reporting period, Deutsche Börse Group achieved this target, with an interest service cover
ratio of 25.3 (2015: 23.2). This figure is based on relevant interest expenses of €53.3 million and
adjusted EBITDA of €1,345.7 million.
Frankfurt
Fixed-rate bearer bond
57
AA
F1+
1,179.4 1,071.6
Standard & Poor's
AA
A-1+
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Report on economic position
would result in a total dividend of €439.0 million (2015: €420.1 million). The aggregate number of
shares bearing dividend rights is produced by deducting the 6.2 million treasury shares from the ordinary
share capital of 193.0 million shares.
Fitch
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 19 December 2016, S&P affirmed the AA credit rating of Deutsche Börse AG, but maintained the neg-
ative outlook it had set in 2015, in connection with the acquisition of 360T.
On the same date, S&P affirmed the AA credit rating of Clearstream Banking S.A. with a stable outlook.
The rating reflects the strong risk management, minimum debt levels, as well as Clearstream's strong
position on the international capital markets, especially through its international custody and transaction
business.
As at 31 December 2016, Deutsche Börse AG was one of only two DAX-listed companies that had
been awarded an AA rating by S&P. The ratings histories of Deutsche Börse AG and Clearstream are
given in the five-year overview.
Net assets
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
Deutsche Börse Group's non-current assets include primarily of intangible assets and financial assets as
well as financial instruments held by central counterparties. The last category represented the largest
item. This asset item is matched by a liability item in the same amount. Receivables and securities from
the banking business, which Deutsche Börse Group holds as financial assets, declined during the year
under review, in line with goodwill and other intangible assets. This decline mainly results from the
disposal of ISE.
date)
Current assets also decreased, driven in particular by financial instruments held by central counterparties,
while receivables and securities from banking business (as well as restricted bank balances) increased
slightly. This was mainly driven by two factors: higher client cash deposits at Clearstream, and higher cash
collateral provided by the clearing members of Eurex Clearing AG during the year under review. Cash and
bank balances clearly improved due to the disposal of ISE.
On 7 October 2016, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a stable
outlook. The rating reflects Clearstream Banking's leading position in the post-trade business and its very
low risk appetite, combined with strict risk management systems, diligent liquidity management, as well
as its impeccable capitalisation.
Tangible equity of Clearstream Banking
S.A. (as at the reporting date)
Credit ratings
1,092.1 1,079.2
58
Deutsche Börse Group financial report 2016
Clearstream Banking S.A.
The decline in gross debt is a result of the full repurchase of outstanding US private placements, in
the amount of US$290 million, which also led to the ratio of gross debt to EBITDA reaching the target
at the end of the year.
Furthermore, the company endeavours to maintain the strong AA credit rating of Clearstream Bank-
ing S.A., in order to ensure the long-term success of its Clearstream securities settlement and custody
segment. The activities of the Eurex Clearing AG subsidiary also require Deutsche Börse AG to have and
maintain a strong credit quality.
Also, Deutsche Börse AG has publicly stated its intention to maintain certain additional financial indica-
tors for Clearstream entities which the company believes to be consistent with an AA rating. Specif-
ically, this involves a commitment to maintain minimum tangible equity (equity less intangible assets)
of €700 million for Clearstream International S.A., and of €400 million for Clearstream Banking S.A.
During the reporting period, Clearstream International S.A. fulfilled this commitment, reporting tangible
equity of €1,092.1 million; the figure for Clearstream Banking S.A. was €1,179.4 million, also in line
with this target. To the extent that the Clearstream sub-group has financial liabilities to non-banks, the
sub-group is committed to a minimum interest service cover ratio of 25. During the reporting period as
in the previous year, Clearstream had no financial liabilities to non-banks; for this reason, no interest
cover ratio is being reported.
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. In recent years (where
the Group's net profit was lower), the dividend payout ratio was kept at the upper end of this range, in
order to distribute stable dividends to shareholders. Given that the Group's profit targets were raised in
2015 in connection with the announcement of the "Accelerate" growth strategy, the company aims for a
dividend payout ratio in the middle of the range between 40 and 60 per cent going forward.
Dividends
For financial year 2016, Deutsche Börse AG is proposing that the Annual General Meeting resolve to
pay a dividend of €2.35 per no-par value share (2015: €2.25). This dividend corresponds to a dis-
tribution ratio of 54 per cent of net profit for the period attributable to Deutsche Börse AG shareholders,
adjusted for the special factors described in the ☑“Results of operations" section (2015: 55 per cent,
also adjusted for special items). Given 186.8 million no-par value shares bearing dividend rights, this
Relevant key performance indicators
Moreover, until 2012 the company distributed a part of freely available funds to shareholders, via share
buy-backs. Since 2013, these funds have been used predominantly to support the company's develop-
ment, as well as to fulfil credit rating and regulatory capital requirements. Against the background of the
"Accelerate" growth strategy, the company anticipates that in future, freely available funds will increasingly
be applied not only to support the Group's organic growth, but also to complementary external growth
options.
Credit ratings
2016
€m
2015
€m
Long-term Short-term
Tangible equity of Clearstream Inter-national
S.A. (as at the reporting date)
Deutsche Börse AG
Standard & Poor's
A-1+
AA
36
42
42
42
22
Length of service
Under 5 years (%)
39
26
37
30
28
25
5-15 years (%)
33
35
34
31
31
31
11
31
23
15
65
105
31
73
66
70
76
72
57
54
56
Apprentices
195
18
24
18
6
24
-
Interns and students¹)
105
116
221
90
6
Over 15 years (%)
Chief Risk Officer/Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
23
Identify, notify and control
Business segments
Manage risks in day-to-day operations and report to their
own committees and the Group
<-----Chief Risk Officers/Risk management functions
Responsible for the risk management of their institution
Executive boards
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Supervisory boards
Clearstream and Eurex Clearing AG
Financial institutions
75
Identify, notify and control
graduates (%)
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Monitors the risk management system and its continuing
improvement in light of the risk strategy
Risk Committee of the Supervisory Board
Evaluates the effectiveness of the risk management system
Audit Committee of the Supervisory Board
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Supervisory Board of Deutsche Börse AG
Group-wide
Business segments
76
Deutsche Börse Group financial report 2016
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and allo-
cates the latter to the company's individual business segments and business units, respectively. It ensures
that the Group's risk appetite is and remains compatible with its short- and long-term strategy, business
and capital planning, risk-bearing capacity and remuneration systems. It also determines what para-
meters are used to assess risks, how risk capital is allocated and what procedures apply. It ensures that
all business units comply with these requirements for the risk strategy, risk appetite and risk limits.
24
33
31
32
46
41
44
Staff turnover
Joiners
439
316
755
160
132
292
35
35
Risk management is implemented in a five-stage process. The objective is to identify all potential losses
in good time, to record them centrally and to evaluate them in quantitative terms as far as possible; if
necessary, management measures must then be recommended and their implementation monitored (see
the "The five-stage risk management system" chart). The first stage identifies the risks and the possible
causes of losses or operational hitches. In the second stage, the business areas regularly - or immedi-
ately, in urgent cases – report to GRM the risks that they have identified and quantified. In the third
stage, GRM assesses the risk exposure, while in the fourth stage, the business areas manage the risks
by avoiding, mitigating or transferring them, or by actively accepting them. The fifth and final stage in-
volves, for example, monitoring different risk metrics and, where necessary, informing the responsible
Executive Board members and committees of significant risks, their assessment and possible emergency
measures. In addition to its regular monthly and quarterly reports, GRM compiles ad hoc reports for
members of the executive and supervisory boards. The risk management functions at Clearstream and
Eurex Clearing AG report to the respective executive boards and supervisory boards. Internal Auditing is
responsible for monitoring compliance with the risk management system.
-
Centrally coordinated risk management - a five-stage process
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the requirements
of the Group. In particular, they adhere to the risk appetite framework allocated to them by Deutsche
Börse Group. The relevant supervisory boards and their committees are involved in the process, as are
the executive boards and the risk management functions within the various business areas. Clearstream
and Eurex Clearing AG, the Group's institutions, implement customised versions of the risk strategy, using
parameters and reporting formats that are compatible with the higher-level, Group-wide structure. At
Clearstream, responsibility lies with the executive boards of Clearstream Holding AG and Clearstream
Banking S.A., which are supervised by their supervisory boards; at Eurex Clearing AG, responsibility lies
with the executive board, which is also monitored by the supervisory board.
Group Risk Management (GRM) is headed by the CRO. This unit prepares the proposals to be adopted
for risk levers, i.e. the Group's risk strategy, appetite, parameters, capital allocation and procedures.
GRM continuously analyses and evaluates risks and produces quantitative and qualitative reports. These
are submitted six times a year to the GRC, once a month to the Executive Board, once a quarter to the
Risk Committee of the Supervisory Board and twice a year to the Supervisory Board. This system means
that the responsible bodies can regularly check whether the defined risk limits are being adhered to con-
sistently. In addition, GRM recommends risk management measures.
The Group Risk Committee (GRC) reviews the risk position of the Group every two months and involves
the Executive Board in all decisive questions. The GRC is an internal Group committee, chaired by the
Chief Financial Officer. In addition, the GRC regularly checks the levels of all parameters for appropriate-
ness and, where necessary, makes recommendations to the Chief Risk Officer (CRO) or the Executive
Board, as to any adjustments that should be made.
25
Proportion of
Senior and middle
0
2,226
646
430
1,076
Senior and middle
management
282
48
330
151
29
Total
180
14
84
Junior
management
Staff
230
88
318
111
31
70
142
Male Female
Female
862
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
"Future Workplace” environment supports collaboration throughout the Group; it brings colleagues around
the world closer together and facilitates everyday work routines for all members of staff. The Future Work-
place comprises the Microsoft SharePoint collaboration platform, the Skype for Business messenger and
video call service, as well as Good Work for mobile business communications. Numerous information
sessions and training courses were held to train staff in using the Future Workplace.
Adjusted for efficiency programme costs, staff costs per employee stood at €121 thousand and corre-
sponded approximately to those of the previous year (2015: €125 thousand). Deutsche Börse Group's
Executive Board resolved a voluntary salary increase of 2.5 per cent in Germany in financial year 2016.
Salaries were also adjusted at the Group's other locations.
The average age of Deutsche Börse Group's employees at the end of the reporting period was 39.7 years
(2015: 39.8 years). The charts entitled “Deutsche Börse Group employee age structure" show the
employee age structure as at 31 December 2016. In the course of the year, a total of 386 employees
left Deutsche Börse Group (not including deconsolidation effects and colleagues who accepted one of the
company's offers under the efficiency programmes and left the company or took early retirement). A total
of 755 people joined the Group (excluding consolidation effects). The staff turnover rate was 9.8 per
cent (adjusted: 7.7 per cent), an increase year-on-year (2015: 7.6 per cent and 7.2 per cent respec-
tively). The average length of service at the end of the reporting period was 8.9 years (2015: 9.7 years).
67
68
Deutsche Börse Group financial report 2016
Intensified talent promotion
To motivate and promote top talent is a key instrument for Deutsche Börse Group to remain sustainably
successful in this digital age. Two new programmes were launched to this end: the "Evolving Leaders"
programme, which is designed to identify and promote future managers, and the "Show Your Talent” initia-
tive, which is set to create visibility for – and to support - employees' entrepreneurial and innovative
potential. The previous nomination process was replaced by an application scheme, which provides for
a better overview of existing talent within the company. At the same time, the programmes are designed
to strengthen staff commitment and their performance orientation, as outlined above.
-
Total
360-degree feedback introduced for executive staff
Key data on Deutsche Börse Group's workforce as at 31 December 2016
Global
thereof in Germany
thereof in Luxembourg
Employees
Male Female
3,080 2,096
Total
Male
5,176
1,364
During the year under review, executives' performance was for the first time not only assessed by their
respective superiors but also by employees within their area of responsibility, and by fellow executives.
The over 90 per cent response rate shows that the programme was very well received. The experience
gained will be incorporated into career development planning for executive staff.
57
27
84
4
4
0
5
5
Staff
80
512
54
251
0
305
122
141
Disabled employees
32
28
60
28
27
55
3
19
9
9
0
2,568
1,960
4,528
1,102
802
1,904
519
389
908
Part-time employees
Risk management - organisational structure and reporting lines
management
5
4
9
4
1
5
1
3
4
Junior
management
3
Deutsche Börse AG's Supervisory Board evaluates the effectiveness of the risk management system, its
continuing development and oversees the monitoring of risks. The Supervisory Board has delegated the
regular evaluation of the appropriateness and the effectiveness of the risk management system to the
Risk Committee. The Risk Committee reviews the risk management system, its continuing improvement
and oversees the monitoring of risks. In addition, it examines the risk strategy and risk appetite on an
annual basis.
432
Effect
0
%
100
100
47
0
0
1) Comprising FlexShares STOXX® Global ESG Impact Index and FlexShares STOXX® US ESG Impact Index, which are used as basis for two ETFs launched in 2016.
2) Ratio of the market capitalisation of companies listed in the Prime Standard to the market capitalisation of all companies listed on the Frankfurter Wertpapierbörse
(FWB, the Frankfurt Stock Exchange)
3) In the fourth quarter of 2016, seven mandatory training modules were planned for implementation. Among these, one completely redesigned module is focused
on anti-bribery and corruption. Since December 2016, this module has been successively rolled out for all employees of Deutsche Börse Group; the roll-out will
continue into 2017. As of the reporting date, 31 December 2016, the roll-out included 504 employees, with a participation rate of 9 per cent. It will be ensured
that all Group employees complete the mandatory trainings in 2017.
0
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
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 all the more important for the Group to protect itself against
risk. This section of the combined management report shows how the company deals with risks and
threats. Despite the continuing tensions in the financial system and the regulatory developments, the
Group's risk profile remained largely stable. Overall operational risk declined, although the threat of
cyber crime increased.
The first section of this risk report explains the enhanced risk strategy and demonstrates how the Group
manages its risk. In the second section of this risk report, the Group outlines approaches and methods
employed for monitoring risk. In the third section, the various types of risks the Group is exposed to
are described, and how the Group manages them. The fourth section provides a summary of the risk
situation, together with an outlook on future developments for Deutsche Börse Group's risk management.
Supplementing the risk report, senior management sets out what it believes the Group's future prospects
are, 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 institutions are subject to the banking supervision regime and its corresponding
statutory requirements, and therefore already meet the strictest requirements for risk management. In
addition, European Commodity Clearing AG, Eurex Bonds GmbH and Eurex Repo GmbH are also subject
to the regulatory requirements set out in EMIR, CRD IV and MiFID (for details on the requirements, see
note 20 to the consolidated financial statements). Rules and regulations directly affect the Group's
institutions, Clearstream and Eurex Clearing AG, especially the Mindestanforderungen an das Risiko-
management (MaRisk, Minimum Requirements for Risk Management) issued by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority), as well as
Circular 12/552 (Central Administration) issued by the Commission de Surveillance du Secteur Financier
(CSSF, Luxembourg Financial Supervisory Authority). The so-called second pillar of Basel III contains
requirements on how banks must manage their risks; accordingly, this applies to Clearstream and Eurex
Clearing AG. Moreover, pursuant to 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), which was amended
to implement the EU Banking Recovery and Resolution Directive (BRRD), Clearstream and Eurex Clear-
ing AG have prepared recovery plans. Over and above this requirement, Deutsche Börse Group has also
voluntarily prepared a Group-wide recovery plan – in particular, in the event that a restructuring might
become necessary for Clearstream and/or Eurex Clearing AG. At the request of the national supervisory
authorities, Clearstream and Eurex Clearing AG made a substantial contribution to the resolution plans
to be developed by the supervisory authorities. Management expects this work to continue in 2017.
All other companies in the Group comply with best-in-class standards for comparable companies. As a
result, risk management across the Group aims to meet the highest standards.
―
With its range of risk management services, Deutsche Börse Group strives to make a sustainable contribu-
tion primarily through its role as an organiser of capital markets, securing market integrity and security;
and also by enhancing market efficiency in distribution, through its price discovery function. On top of
this, Deutsche Börse Group assumes key risk management functions for its clients - for example, through
the centralised management of their market price risk exposure via the Group's clearing house, Eurex
Clearing AG. In this way, Deutsche Börse Group contributes to the efficiency and systematic stability of
the capital markets.
73
74
Deutsche Börse Group financial report 2016
Risk strategy and risk management
Risk report
Deutsche Börse Group's risk strategy is aligned with its business model and business strategy. The Group
provides the infrastructure for reliable and secure capital markets, assists constructively in their regulation
and plays a leading role in all of the areas in which it does business. Deutsche Börse Group's risk strategy
is based on three core principles:
Number of justified customer complaints relating to data protection
Proportion of business units reviewed for corruption risk
91
91
Number of indices calculated
Number of sustainable index concepts
11,975
100
11,403
35
Security and reliability
Availability of cash market trading system (Xetra®)
Number of employees trained in anti-corruption measures³)
%
%
Market risk cleared via Eurex Clearing (gross monthly average)
€trillion
99.999
99.962
14.8
99.999
99.930
16.7
Compliance
Punished cases of corruption
Availability of derivatives market trading system (T7Ⓡ)
%
1. Risk limitation – protecting the company against liquidation and ensuring its continued operation
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss may not be
generated more than once every hundred years." This means that one goal is to ensure a probability of
99.98 per cent or more that the total capital will not be lost within the next twelve months. Another
objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will at least
break even, expressed in terms of its EBIT. In other words, this principle establishes how much risk the
Group must be able to withstand while also determining its risk appetite.
“Risk management supports the business areas in expanding their business by working together to
comprehensively identify and communicate risks." This principle aims to permit the Group to make
informed strategic decisions within the scope of the risk appetite that it has defined.
Long-term developments
↓ Risk acceptance
■ Risk map
Emerging risks
■ Risk metrics
■ Stress tests
■ Aggregated risk measurement
Existing risks
Risk monitoring
■ DB1 Ventures
■ Other
and/or business strategy
■ Changes to business
Risk avoidance
■ Other
■ Insurance
Risk transfer
■Internal control system
■ Business continuity
measures
■ Legal
■Information Security
2. Support for growth in the various business segments
■ Deutsche Börse Venture NetworkⓇ
Internal risk management is based on the Group-wide detecting and managing of risk, which is focused
on its risk appetite, see the ☑“Interlocking business strategy and risk strategy" chart. Deutsche Börse AG's
Executive Board has overall responsibility, and defines the framework, for risk management throughout
the Group. Under these Group-wide risk management requirements, each business segment and each
regulated company is responsible for managing its own risk. This coordinated process ensures, for example,
that the Group and its companies can act just as quickly and effectively in the event that several systems
fail simultaneously as if a single system fails.
3. Appropriate risk/return ratio
"The return on equity should exceed the cost of equity." Deutsche Börse Group has set itself the goal of
ensuring that risk and return should be reasonably balanced, both for specific business areas in general
and for individual regions, products and customers.
Interlocking business strategy and risk strategy
Business strategy
Risk strategy/risk appetite
Risk analysis
Risk scenarios
Root cause
Implied risks
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Risk types
Event
Loss
Risk mitigation
Risk mitigation
Reduces frequency of events
or severity of effect
■ Straight-through processing
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes and
responsibilities are binding for all Group employees and organisational units. To ensure that all employees
are risk-aware, risk management is firmly anchored in the Group's organisational structure and workflows
and is flanked by measures such as risk management training. The Executive Board is responsible for
risk management overall, whereas within the individual companies it is the responsibility of the manage-
ment. The boards and committees given below regularly receive comprehensive information on risks.
Implementation in the Group's organisational structure and workflow
Internal and external losses
Proportion of companies reporting in accordance with maximum transparency
standards²)
976
12.5
Transparency
309
Leavers
70
37
19
56
Employees covered by
collective bargaining
agreements
501
1,525
2,627
966
689
1,655
559
413
972
1) The global figures reported here refer solely to the locations in Germany, Luxembourg and the Czech Republic; this corresponds to 80 per cent of Group staff.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
1,102
126
61
187
79
45
34
263
132
131
Promotions
4.15
4.14
4.16
4.19
4.96
3.70
3.80
4.14
3.57
member
Training days per staff
70
25
45
Target female quotas adopted
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (German Act on the Equal Participation of
Women and Men in Leadership Positions in the Private and Public Sectors), Deutsche Börse AG's Super-
visory Board and Executive Board have defined target quotas for women on these boards and for the two
management levels directly beneath the Executive Board. These target quotas relate to Deutsche Börse AG
(excluding subsidiaries) and will be valid until 30 June 2017.
192
In 2010, the Executive Board had already set a voluntary target for Deutsche Börse Group to increase
the proportion of women in middle and senior management to 20 per cent, and in junior management
to 30 per cent, by 2020. The Group has affirmed this ambition. These targets relate to Deutsche Börse
Group worldwide, including subsidiaries. In contrast to statutory obligations, the voluntary commitment
is based on a wider definition of management levels, including team leaders, for example. In Deutsche
Börse Group's global operations, as at 31 December 2016, these quotas stood at 15 per cent (2015:
15 per cent) for middle and senior management and 28 per cent (2015: 27 per cent) for junior manage-
ment levels. In the Group's German locations, they were 16 per cent (2015: 14 per cent) and 22 per
cent (2015: 23 per cent), respectively.
■ Ethibel Sustainability Index (ESI) Excellence Europe: since 2013; based on Forum Ethibel rating (part
of Vigeo)
■ Euronext Vigeo - Eurozone 120 Index: since 2014; based on Vigeo rating
■ FTSE4Good Indices (Global and Europe): since 2009; result of FTSE ESG rating: total score 4.0 out of 5;
supersector relative: 96 out of 100
■ MSCI World ESG Index: since 2010; MSCI ACWI ESG Indices: since 2010; based on MSCI ESG research
■ PAX ellevate Global Women's Index (PXWEX): since 2014; based on MSCI ESG research
■ 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 75
(E: 78, S: 74, G: 73), ranking: 7th out of 248 companies
■ STOXX Sustainability Indices (Europe and eurozone): since 2001; the entirely rule-based and transparent
STOXX rating model means that there is no conflict of interests; based on Bank Sarasin analyses
Raising public awareness
As Deutsche Börse Group is committed to sustainably empowering the non-profit sector, it founded
Phineo gAG together with the Bertelsmann Foundation in 2009. Phineo is a charitable public limited
company that provides advisory and analysis services to foundations, non-profit organisations and
companies. In 2015 Deutsche Börse renewed its status as principal shareholder of Phineo for another
two years. Deutsche Börse decided to continue this cooperation with the goal of interlocking its core
competences more closely with those provided by Phineo, to jointly develop solutions for social chal-
lenges. During the year under review, both houses were among those successfully applying to partici-
pate in the EU project “Establishing a new early-stage impact fund for social-tech ventures", thereby
establishing a thematic focus for their joint work in 2017.
Key sustainability figures for Deutsche Börse Group
Within the scope of so-called materiality analyses, Deutsche Börse regularly assesses which topics are of
particular significance for the Group. The “Sustainability: key figures for Deutsche Börse Group" table
summarises the non-financial key performance indicators that characterise the Group's sustainability
profile according to these analyses. Key figures on transparency and security have been collected quar-
terly since 2013, and published in the yearly and half-yearly financial reports.
71
■ ECPI Euro Ethical Equity Index: since 2008; ECPI EMU Ethical Equity Index: since 2008; ECPI Global
Developed ESG Best in Class Equity Index: since 2013 (launch year); result of ECPI ESG rating
72
In July 2016, Deutsche Börse Group established its Group Sustainability Board to develop the Group-
wide sustainability strategy and advise the Executive Board on sustainability issues. Thanks to the new
Board, Deutsche Börse Group has already included additional steps in its value creation chain and linked
the key figures more clearly to its core business.
Comparison with the forecast for 2016
With regard to the development expected of its non-financial performance indicators for 2016, the Group
succeeded in maintaining a very high level of systems availability whilst adhering to the highest security
standards. In specific terms, the availability of the T7Ⓡ trading system rose from 99.93 to 99.96 per cent,
while XetraⓇ availability remained at a very high level of 99.99 per cent.
It was in 2010 that the Executive Board adopted a voluntary commitment to increase the share of women
holding management positions to 20 per cent by 2020. These numbers cover Deutsche Börse Group in
its entirety, on a global basis. During the year under review, the share of women in senior and middle
management remained at 15 per cent, and rose to 28 per cent in junior management.
Deutsche Börse Group diligently complies with the Gesetz für die gleichberechtigte Teilhabe von Frauen
und Männern an Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst (German Act on
Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors), speci-
fying target quotas for the parent company, Deutsche Börse AG. For details, please see the “Target
figures for women in management positions" section in the corporate governance declaration.
Sustainability: key figures for Deutsche Börse Group
ESG criteria
2016
2015
At the time the Executive Board resolved the target quotas (15 September 2015), the share of female
employees amounted to 6 per cent for the first management level, and 10 per cent for the second man-
agement level. The Executive Board resolved as a minimum target to maintain those quotas until 30 June
2017. As at 31 December 2016, female proportion for the first and second management level below
Deutsche Börse AG's Executive Board was 11 per cent and 15 per cent, respectively.
€m
Deutsche Börse Group financial report 2016
■ Dow Jones Sustainability Indices (DJSI) Europe: since 2005; World: since 2015; result of Robeco SAM
rating: total score 71; average sector score 43
Assets under management in ESG index-related products¹)
■ Compliance
In order to raise the share of women in executive positions, the company explicitly ensures that women
are included in proposals for executive positions. In principle, however, qualifications are decisive when
filling such vacancies. In addition, Deutsche Börse Group offers numerous additional tools to promote
female employees, such as targeted succession planning, a mentoring programme involving internal and
external mentors, a women's network, as well as training courses designed specifically for women. 12 of
the current 25 members of the High Potential Circle, Deutsche Börse Group's training programme for
potential future executives, are female (48 per cent).
Furthermore, the Group analyses at regular intervals whether there are remuneration differences between
men and women. No systematic discrimination against men or women was detected. In fact, any diffe-
rences in remuneration are based on qualifications, the length of service and function.
69
Deutsche Börse Group financial report 2016
Sustainable economic activity
Deutsche Börse Group acts "with an eye to the future". Its sustainability strategy of the same name
defines the Group's understanding of entrepreneurial responsibility, and guides its operations. As an in-
ternational capital markets organiser, Deutsche Börse aims to build and grow trust in market structures.
As a listed company included in DAX®, it wants to lead by example. And as a corporate citizen, it
endeavours to use its core business competence to contribute to resolving social challenges.
Building trust
Sustainable index products
To provide investors with responsible investment options that meet ecological, social and economic criteria,
Deutsche Börse Group develops sustainable indices. Deutsche Börse Group aims to strengthen the future
viability of capital markets by offering a wide variety of indices. The indices capture public attention for
sustainably operating businesses and increase transparency.
STOXX Ltd., a subsidiary of Deutsche Börse AG, offers a broad spectrum of transparent sustainability
indices. With the STOXX® Low Carbon index family, Deutsche Börse more than doubled its offering of
indices from 35 to 100 in 2016. It comprises amongst others the index families STOXX® Global ESG
Leaders and STOXX® Sustainability. The STOXX Global ESG Leaders indices are based on sustainability
ratings covering environmental, social and governance (ESG) criteria. The STOXX Sustainability indices
show the performance of sustainable companies.
The STOXX Low Carbon index family was introduced in February 2016. It was designed for investors
wishing to "decarbonise", i.e. limit the exposure of their portfolios to reduce climate-related risks, such
as stricter regulation or physical damage, while participating in the growth of low-carbon industries.
To cater to different investment strategies, STOXX developed fully tailored solutions based on broad
index universes, with four sub-families offering additional diversification potential across varying degrees
of carbon exposure.
Transparency and standardisation
70
Today, ESG factors account for a considerable share of enterprise value, which is why institutional invest-
ors place more and more importance on this information in their decision-making processes. To support
these processes, Deutsche Börse Group has conducted surveys amongst companies listed in the DAX,
MDAX®, SDAX® and TecDAXⓇ indices on their sustainability reporting every year since 2014. The results
are openly accessible on ☑en.boerse-frankfurt.de/sustainable-securities and provide an overview of the
reporting formats the companies choose (annual report, separate sustainability report or combined/inte-
grated report), the standards they apply as well as the contact details for sustainability-related questions
for each company.
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Non-financial key performance indicators
Leading by example
Sustainability indices and ratings inform on the reporting and performance of companies in the area of
sustainability, including a company's ecological, social and corporate governance performance, together
with its management of opportunities and risks. As a listed company, Deutsche Börse itself is also sub-
ject to regular audits carried out by independent third-party providers. Given thoroughly positive assess-
ments during the year under review, Deutsche Börse Group was again included in numerous sustainability
indices:
As a marketplace organiser, Deutsche Börse Group considers ensuring transparency in the capital mar-
kets as its direct responsibility. In doing so, it fosters stability in these markets, thereby promoting their
economic success. Positioning itself in this manner, Deutsche Börse Group is geared to the needs of
market participants.
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 throughout Deutsche Börse Group (see the
"Approaches and methods for risk monitoring" section for an explanation of these terms). In addition
to the financial and operational risk already mentioned, business risk is also identified and assessed.
This relates in particular to potential threats to revenue such as price pressure or loss in market share as
well as cost risks. Under the liquidation principle, financial risk amounts to approximately 23 per cent of
Deutsche Börse Group's total risk, while business risk represents 14 per cent of the total. This makes
the third typical risk type all the more important for Deutsche Börse Group: at 63 per cent, operational
risk accounts for more than half of the total risk (see the “Required economic capital for Deutsche
Börse Group, by risk type" chart).
Clearstream and
Eurex Clearing
Universal banks
■Credit risks and market risks
■ Operational risks
14%
Business risks
0
risks
63%
Operational
risks
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
23%
Financial
20%
80%
76%
Required economic capital for Deutsche Börse
Group, by risk type as at 31 December 2016
Regulatory capital requirements for Clearstream and
Eurex Clearing AG as at 31 December 2016
A larger part of the risk is associated with the Clearstream and Eurex segments (see the “Required
economic capital by segment" chart), in keeping with the proportion of sales revenue and earnings
Deutsche Börse Group differentiates between the three standard types of risk: operational, financial
and business risk. Project risks also exist but the Group does not specifically quantify these as their
impact is already reflected in the three traditional risk types.
79
80
accounted for by this business. In contrast to the regulatory capital requirements, this calculation also
includes business areas that are not covered by banking regulations.
Deutsche Börse Group financial report 2016
Low level of typical bank risk
The risks faced by Deutsche Börse Group's institutions differ fundamentally from those of other financial
service providers. Clearstream and Eurex Clearing AG have a structurally lower risk in comparison with
other banks because they act as intermediaries rather than, for example, having an own distinct business
area that trades on the financial markets. Consequently, Deutsche Börse Group's institutions do not bear
the associated market price risks. On the contrary, they offer market participants services such as collateral
and risk management to reduce their risk from trading activities. The Group's banking business mainly
consists of providing reliable clearing, settlement and custody services, as well as collateral management.
The regulatory capital requirements for Clearstream and Eurex Clearing AG are primarily due to operational
risk (see the "Regulatory capital requirements for Clearstream and Eurex Clearing AG" chart). Informa-
tion on the additional capital requirements under EMIR for Eurex Clearing AG and European Commodity
Clearing AG is provided in ☑note 20 to the consolidated financial statements.
Operational risk greater than financial and business risk
24%
A similar split can be seen for EaR. Here, too, the business segments with the largest proportions of
revenues and earnings - Clearstream and Eurex have the largest shares of earnings at risk (see the
43%
_
Services
10%
Xetra
13%
Market Data +
38%
Services
Risk profile
36%
Market Data +
11%
Xetra
8%
Earnings at risk by segment
as at 31 December 2016
as at 31 December 2016
Required economic capital by segment
to
up
■risk to the business as a going concern (the financial loss of Deutsche Börse AG could be
the available risk cover amount)
■ substantial (the financial loss could be up to 100 per cent of EBIT)
■ medium (the financial loss could be up to 50 per cent of EBIT)
Clearstream
The estimated financial effects can be classified into the following four categories:
high (the probability of the risk occurring is equal to or greater than 50 per cent)
■
■low (the probability of the risk occurring is equal to or greater than 1 per cent but less than 10 per cent)
■ medium (the probability of the risk occurring is equal to or greater than 10 per cent but less than
50 per cent)
■ very low (the probability of the risk occurring is less than 1 per cent)
These categories can be used to assess the risk types given below as examples. The estimated prob-
abilities of the risks occurring are categorised as follows:
Deutsche Börse Group assigns indicators to each risk exposure 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) and four financial impact levels (low, medium, substantial and a risk to the company as a going
concern). However, none of the risks assessed reach the fourth impact level either individually or in
total; in other words, none jeopardises the existence of the entire Group as a going concern.
"Earnings at risk by segment” chart).
■low (the financial loss could be up to 10 per cent of EBIT)
■ Force majeure
Risk description
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 and it answers a key risk management ques-
tion: how much risk can the Group afford and what risk is it currently exposed to? The ratio of EC to risk-
bearing capacity remained within the stipulated maximum risk throughout the reporting period. If this
were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing capacity and
would have to be liquidated ("gone concern"). The liquidation concept therefore assumes that the Group
Iwill not have to be liquidated.
Deutsche Börse Group financial report 2016
78
77
5. Monitor and report
4. Control
3. Assess
2. Notify
1. Identify
Business areas
Risk management process
Group Risk Management
Risk profile monitoring and management
2. Going-concern principle: what risks can be absorbed by earnings?
Group Risk Committee
Executive Board
Responsibility
The five-stage risk management system
The first part of Principle 1 of its risk strategy specifies that Deutsche Börse Group is not expected to
exhaust its risk-bearing capacity in more than 0.02 per cent of all years. For Clearstream and Eurex
Clearing AG, EC calculated in this manner also complies with the requirements of the second pillar of
Basel III. Deutsche Börse Group determines its risk-bearing capacity on the basis of its reported equity
in accordance with International Financial Reporting Standards (IFRSs). It adjusts this figure for precau-
tionary reasons, for example to take into account the fact that it may not be possible to dispose of intan-
gible assets at their carrying amounts in cases of extreme stress. Clearstream and Eurex Clearing AG
determine their risk-bearing capacity on the basis of their regulatory capital (for details, see ☑note 20
to the consolidated financial statements).
1. Liquidation principle: what risk can the capital cover?
The purpose of the VaR model is to determine the amount of capital - given a confidence interval defined
ex ante- required to cover potential losses incurred within one year. In this context, economic capital
(EC) in accordance with the liquidation principle, as well as regulatory capital (RC) for credit institutions
within Deutsche Börse Group are calculated. Conversely, the going-concern principle is based on earnings
at risk (EaR).
Aggregate risk measurement
Deutsche Börse Group employs a range of tools to monitor and evaluate its operational, financial and
business risks on a continuous basis. Applying the liquidation principle, the going-concern principle,
and the regulatory capital requirements of the Group's credit institutions, risks are aggregated at a Group
level and quantified using the concept of value at risk (VaR). Moreover, so-called stress tests are carried
out in order to simulate extreme, yet plausible, events and their impact upon the Group's risk-bearing
capacity. Risk metrics, which are used as an early-warning system for quantified [internal] risks, represent
an additional risk monitoring method.
Existing risks
Deutsche Börse Group uses quantitative and qualitative approaches and methods for risk monitoring,
with the objective of providing as complete a picture as possible of its risk situation at all times. To this
end, the Group continuously reviews internal events with regard to their risk properties, whilst also con-
sidering regional as well as global developments. The Group is thus able to recognise and analyse exist-
ing risks; at the same time, it is able to swiftly and adequately respond to emerging risks, as well as to
changes in the market and the business environment.
Approaches and methods for risk monitoring
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
Eurex
Risk management strategy and appetite
Deutsche Börse Group employs the going-concern principle that assumes an orderly continuation of the
Group in the event of a crisis, and that uses EaR as an indicator. This indicator corresponds to the sec-
ond part of Principle 1 of the Group's 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 profit/loss expressed in terms of earnings before interest
and taxes (EBIT)). Under the going-concern principle, EaR determined in this way is compared with the
Group's risk appetite – which is, in turn, measured in terms of projected EBIT.
3. Regulatory capital requirements
In addition, Clearstream and Eurex Clearing AG must calculate their capital requirements for various risk
types (see the “Deutsche Börse Group's risk profile" chart) in line with the Pillar I requirements under
Basel II and Basel III. In addition, Eurex Clearing AG must fulfil European Market Infrastructure Regulation
(EMIR) requirements. A standardised approach is used for analysing and evaluating credit and market
risk; risk weightings are applied on the basis of the relevant counterparty ratings.
For Deutsche Börse Group, risks that prevail throughout longer consideration periods mainly comprise
the failure to respond to global changes in, or mega-trends on, the financial markets and the business
environment, or a late response to such developments. In order to compensate for such risks, Deutsche
Börse Group aspires to think ahead, and to set standards applicable throughout the industry. The Group
pursues its targets by promoting mutual exchange with regulators and market participants (e.g. White
Paper). A further trend worth noting is the potential of start-up companies to come up with innovations
that may have a disruptive effect upon markets. Deutsche Börse Group not only actively invests in such
enterprises, through its DB1 Ventures subsidiary – it also offers them a platform. Deutsche Börse Venture
Network provides an opportunity to exchange ideas and experience, and also to find investors.
Long-term developments
With regard to risk management, Deutsche Börse Group pursues a sustainable, long-term strategy by also
evaluating risks beyond a twelve-month horizon. For this purpose, the Group has developed so-called
risk maps covering impending regulatory requirements, business risks, as well as IT and information
security risks. Risk maps classify risks by their probability of occurring - and by their financial impact,
should they materialise. This is based on a five-year planning horizon, which is equivalent to the develop-
ment cycle for the operational risks relevant to Deutsche Börse Group: regulation and IT. Typically, regulatory
requirements evolve over a period of up to five years, from the first draft to implementation. This horizon
is also appropriate for the evaluation of IT risks, given that technology is subject to ongoing change.
Emerging risks
Risk metrics are used to quantify the exposure to the most important internal operational risks against
set limits. Any breach of these limits serves as an early warning signal, which is reported to the Execu-
tive Board and other boards and committees on a monthly basis. Furthermore, any such breach will im-
mediately trigger the requisite risk mitigation processes.
Risk metrics
Stress tests are being carried out in order to simulate extreme, yet plausible, events for all material types
of risk. Using both hypothetical as well as historical scenarios, stress tests simulate the occurrence of
extreme losses, or an accumulation of large losses, within a single year. In addition, liquidity risk is eval-
uated by way of liquidity stress tests as well as so-called inverse stress tests; the latter analyse which
loss scenarios would exceed the risk-bearing capacity.
Stress tests
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
↑
Business risks
↑
■ Liquidity risk
■ Market risk
■ Credit risk
Financial risks
Risk profile of Deutsche Börse Group
↑
Project risks
■ Legal offences and business practice
Damage to physical assets
•
■ Service deficiency
■ System availability
Operational risks
Deutsche Börse Group's risk profile
required capital to be allocated to the regulated units. In contrast, Eurex Clearing AG employs the basic
indicator approach in order to calculate regulatory capital requirements (for details, see note 20 to the
consolidated financial statements).
-
The approach taken for operational risk is different: Clearstream has used the significantly more complex
advanced measurement approach (AMA) for this in all business units since 2008. This means that it
meets the regulatory capital requirements for operational risk set out in the EU's Capital Requirements
Regulation (CRR). Similar to EC calculations, the model employed was fundamentally revised and im-
proved during 2016. The method which has been approved and is regularly tested by BaFin - - allows
The following section describes the types of risk that Deutsche Börse Group generally has to manage and
presents the risks it actually faces. It also explains the measures that Deutsche Börse Group uses to reduce
the loss event and to minimise their financial effects. Firstly, however, what follows is a brief explanation
of the risk profile, which differs from most other financial services providers, since financial risk plays a
significantly smaller role for Deutsche Börse Group.
41%
Clearstream
Eurex
82
Deutsche Börse Group takes specific measures to reduce its operational risk. Among them are emergency
and contingency plans, insurance policies, measures concerning information security and the physical
safety of employees and buildings as well as precautions to ensure that the applicable rules are observed
(compliance).
Measures to mitigate operational risk
A dispute has arisen between MBB Clean Energy AG (MBB), the issuer of a bond eligible in Clearstream
Banking AG, and end investors. MBB issued a first tranche of the bond in April 2013 and a second
tranche of the bond in December 2013. The global certificates for the two tranches of the bond were
delivered into Clearstream Banking AG by the paying agent of the issuer. The dispute relates to the non-
payment of the second tranche of the bond with a nominal value of €500 million and the purported lack
of validity of the bond. Clearstream Banking AG's role in the dispute on the purported lack of validity of
the MBB Clean Energy AG bond is primarily to safekeep the global note, deposited by the paying agent
of the issuer, as national central securities depository. At this stage, it is unclear if and to what extent
potential damages exist and if so who would ultimately be responsible. Provisional insolvency proceed-
ings have meanwhile been opened in respect of the issuer, MBB Clean Energy AG.
Risk report
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the South-
ern District of New York has opened a grand jury investigation against Clearstream Banking S.A. due to
Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US sanction laws.
Clearstream Banking S.A. is cooperating with the US attorney.
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A., is
based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover of
certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint also
asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek dam-
ages of up to approximately US$6.6 billion plus punitive damages and interest.
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other US
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the defend-
ants' motions and dismissing the lawsuit. On 6 March 2015, the plaintiffs appealed the decision to the
Second Circuit Court of Appeals, which heard oral arguments in the case on 8 June 2016.
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals, and then by the US Supreme Court on
20 April 2016. Once the process of distribution of funds to the plaintiffs is complete, a related case,
Heiser vs Clearstream Banking S.A., also seeking turnover of the same assets, should be dismissed.
In its 2012 corporate report, Deutsche Börse Group informed about proceedings, Peterson vs Clear-
stream Banking S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turnover of
certain customer positions held in Clearstream Banking S.A.'s securities omnibus account with its US
depository bank, Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages
of US$250 million. That matter was settled between Clearstream Banking S.A. and the plaintiffs and the
direct claims against Clearstream Banking S.A. were abandoned.
Losses can also result from ongoing legal proceedings. Deutsche Börse judges the probability that this
operational risk will occur to be medium, although the losses involved could be substantial. As a result,
GRM continually monitors ongoing legal proceedings. These can be brought if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls
or breaches of competition law or of banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of
breaches of other governmental or higher-order regulations.
Legal offences and business practice
Emergency and contingency plans
Deutsche Börse Group financial report 2016
83
■Flawed data supply
■ External fraud
■ Terror
■ Internal fraud
■ Weather catastrophes
■ Flawed internal processes
Legal violations
■ Human errors
■ Cyber crime
■Inadequate information
security
■ IT hardware flaws
84
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible. The
Group has to maintain its business operations and safeguard against emergencies and disasters. If its
core processes and resources are not available, this represents not only a substantial risk for the entire
Group but also 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 (business
continuity management, BCM). This covers all processes designed to ensure continuity of operations in
the event of a crisis and significantly reduces availability risk. Measures include precautions relating to
all important resources (systems, workspaces, employees, suppliers), including the redundant design of
essential IT systems and the technical infrastructure, as well as emergency measures designed to miti-
gate the unavailability of employees or workspaces in core functions at all important locations. Examples
of such precautions are listed in the “Business continuity management" chart.
Business continuity management
Emergency and crisis management process
81
Deutsche Börse Group places great importance on physical security issues. Corporate Security has devel-
oped an integral security concept to protect the company, its employees and values from external attacks.
A highly qualified security staff assess the security situation permanently and are in close contact with
local authorities and security departments of other companies.
Physical security
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects and
assesses threats from cybercrime in cooperation with national and international financial intelligence
units at an early stage and coordinates risk mitigation measures in cooperation with the business areas.
Moreover, procedures based on industry standards ISO 27001 and NIST 800-53 were established in
order to bring Deutsche Börse Group's information security measures continuously into line with growing
- and permanently changing - requirements, and to anticipate regulatory requirements at an early stage.
In 2015, Group Information Security launched an extensive Group-wide programme designed to raise
staff awareness for the responsible handling of information and to improve staff conduct in this aspect.
Furthermore, Deutsche Börse Group has been a full member of national associations since 2016 (Cyber
Security Sharing and Analytics, CSSA) and international networks (Financial Services Information Sharing
and Analysis Center, FS-ISAC) which contribute significantly towards a forward-looking stance vis-à-vis
cyber threats, and the development of strategies to fend off such threats.
Information security attacks and cybercrime represent operational risks for Deutsche Börse Group. Cyber-
crime is increasingly becoming a focus for organised crime and now features high on the list of crime
statistics year after year. It is a threat to all financial services providers, to credit institutions and to
Deutsche Börse Group. Due to the growing danger from cyber criminals and increasing regulatory
requirements, the Group is focused on mitigating these specific risks and expanding its information
security measures. Besides mitigating availability risks, these serve in particular to reduce the risk of
loss of confidential information and hence, to preserve Deutsche Börse Group's integrity as a transaction
services provider. In this connection, the Group has extended its procedures to quantify cyber risks and
has specified them in more detail, in order to facilitate implementation of targeted counter-measures.
Information security
■
■ Executable: the employees must be familiar with the emergency procedure and be able to execute it.
Timely: emergency measures must ensure that operations restart within the intended time period.
■ Functionally effective: the measures must be technically successful.
Preparations for emergencies and crises
Deutsche Börse Group financial report 2016
86
85
■ Utilisation of multiple
suppliers
■ Careful and continuous
check of suppliers'
emergency preparations
■Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
Suppliers
of a pandemic
■ Additional precautions to
ensure that operations
remain active in the event
■ Option to move essential
operational processes to
other sites if staff in one site
are not able to work
Employees
by numerous employees
■ Remote access to systems
■ Emergency arrangements
for all essential functions
■Fully equipped emergency
workspaces, ready for use
at all times
Workstations
■ Trading, clearing and
settlement systems designed
to be available at all times
■ Duplication of all data
centres to contain failure
of an entire location
Systems
■ Software flaws
Possible root causes
The Group has introduced and tested a management process for emergencies and crises that enables it
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during emergen-
cies and crises. The emergency managers inform the Executive Board or raise the alarm with them in
the case of severe incidents. In the event of a crisis, the Executive Board member responsible 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. The test results are evaluated based
on the following criteria:
↑
Operational resources such as the XetraⓇ and T7Ⓡ trading systems 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 calculates the availability of
these systems as an important risk indicator. In line with the Group's risk strategy, the business areas
are responsible for monitoring the indicators.
System availability
Operational risk for Deutsche Börse Group relates to availability, processing, material goods, litigation
and business practice (see the “Operational risks at Deutsche Börse Group" chart). Human resources
risks are quantified just like other operational risks. Operational risk accounts for 63 per cent of the
total Group risk.
Operational risk
These extreme events that could lead to a loss corresponding to more than 100 per cent of annual EBIT
are rated as having a probability of less than 0.1 per cent. Such extreme events, also known as "tail risks",
have not occurred to date. Tail risks may represent going concern threats for certain subsidiaries, for
example if sanctions were to be deliberately contravened. Group Risk Management (GRM) assesses these
risks continuously and reports regularly to the Executive Board of Deutsche Börse Group on the results.
■ deliberate breaches of sanctions
■ simultaneous failure of several large systemically important banks
■ failure of a trading system for several days in a highly volatile market environment
Risks which could jeopardise the Group's continued existence could arise only from a combination of
extreme events that have a very low probability:
▪ implementation of a financial transaction tax
■the return of the European government debt crisis
■ market share loss in European trading markets
The longer the downtime for one of these systems, the larger the potential loss. An outage could be caused
by software or hardware issues, or in unlikely cases, the availability of the systems could be affected by
3. Business risk
■ losses arising from the impairment of pension fund assets
■ default of a credit counterparty
2. Financial risk
■ conflicting laws of different jurisdictions
■ losses from ongoing legal disputes
■ incorrect handling of the default of a large customer
■ incorrect processing of client instructions (e.g. corporate actions)
■failure of a trading system
1. Operational risk
In the following, the risk types are first illustrated with specific examples and then explained in detail.
Deutsche Börse Group financial report 2016
↑
■ default by a customer and an associated liquidity squeeze
Executive and Supervisory Boards | Management report | Governance | Financial statements | Notes
Risk report
■ cyber attacks
In general, availability risk represents the largest operational risk for Deutsche Börse Group. The Group
therefore subjects it to regular stress tests, which check not only what happens when its own systems
fail but also when suppliers fail to deliver.
■ Breach of sanctions
provisions
acts of cyber crime or terrorist attack. In the past, only limited failures have occurred both with Xetra and
with T7 and its predecessor system. In practice, there has never been a system failure lasting longer
than one day. Deutsche Börse Group has taken a number of measures to further minimise the risk of
failure lasting an entire day or longer. 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.
■ Contract risks
■ Employment practice
■ Losses from ongoing legal
conflicts
Legal offences and business
practice
of datacentres
■ Damages or destruction
■ Damages or destruction
of buildings
Damage to physical assets
↑
■Loss of customer cash
■ Deficiency of trading related
services
■ Theft of customer cash
■ Settlement
Service deficiency
Other sources of error may be attributable to suppliers or to product defects or mistakes that may lead
to the loss of client assets or mistakes in accounting processes. The Group registers all complaints and
formal objections as a key indicator of processing risk.
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example, cause
the destruction of, or severe damage to, a data centre or office building. Business continuity manage-
ment (BCM) aims at averting significant financial damage (see the “Business continuity management"
chart).
Operational risks at Deutsche Börse Group
Operational risks
Damage to physical assets
Service deficiency
System availability
■ Trading
■ Clearing
Events
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or legal
disputes. One example would be errors in the settlement of securities transactions due to defective prod-
ucts and processes or mistakes in manual entries. A second example is errors in handling the default of
a large clearing customer. To date, defaults are rare, no such handling errors have occurred and related
processes are tested at least annually, which is why the probability is considered to be very low. The
potential financial loss is put at medium.
132.6
€m
Change
in %
thereof net interest income from banking business
3
2,388.7
2,462.3
€m
Net revenue
Consolidated income statement
ING
2017
Deutsche Börse Group: an overview
Deutsche Börse Group: key figures
Marriott
Financial report
2017
www.deutsche-boerse.com
DEUTSCHE BÖRSE
GROUP
Chief Executive Officer of
Deutsche Börse AG
84.0
(since 1 January 2018)
Dr. rer. pol.
Wiesbaden
Theodor Weimer, *1959
2016
58
722.1
€m
Equity
The Executive Board
Non-current assets
Consolidated balance sheet
Cash flows from operating activities
Consolidated cash flow statement
Earnings per share (basic)
21
3.87
4.68
Operating costs (excluding depreciation, amortisatisation and impairment losses)
Earnings before interest, tax, depreciation and amortisation (EBITDA)
€
874.3
€m
Net profit for the period attributable to Deutsche Börse AG shareholders
23
1,239.2
1,528.5
€m
-5
- 1,186.4
- 1,131.6
21
Deutsche Börse Group financial report 2017
Andreas Preuss, *1956
5
Graduate degree in Business Administration
(Diplom-Kaufmann) Frankfurt/Main
Member of the Executive Board
and Deputy Chief Executive Officer,
Deutsche Börse AG,
responsible for IT & Operations,
Data & New Asset Classes
Gregor Pottmeyer, *1962
Graduate degree in Business Administration
(Diplom-Kaufmann)
Bad Homburg v.d. Höhe
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
Hauke Stars, *1967
Engineering degree in applied
computer science
(Diplom-Ingenieurin Informatik),
MSc by research in Engineering
Königstein im Taunus
Availability of derivatives market trading system⁹)
4
As at 31 December 2017
(unless otherwise stated)
Jeffrey Tessler, *1954
MBA
Luxembourg
Member of the Executive Board,
Deutsche Börse AG,
responsible for Clients,
Products & Core Markets
Former member of the Executive Board
Carsten Kengeter, *1967
(until 31 December 2017)
MSc Finance and Accounting
BA Business Administration
Graduate degree in Business
Administration
(Diplom-Betriebswirt, FH)
Frankfurt/Main
Non-current interest-bearing liabilities
Member of the Executive Board,
Deutsche Börse AG,
responsible for Cash Market,
Pre-IPO & Growth Financing
6
Availability of cash market trading system9)
Number of calculated indices
Chief Executive Officer
Theodor Weimer
-
theder weiner
Chief Executive Officer of
Yours sincerely,
Deutsche Börse enjoys very strong competitive advantages. In my opinion, we have a whole range of
growth opportunities. We shall now focus on making better and faster use of them. And, on that note,
I look forward to a long and mutually profitable relationship between you
and
our shareholders
our company.
Acquisition-fuelled growth is a fundamental feature of our sector today. The reason is simple: running
exchanges is a scale business. However, we need to be able to act from a position of strength in any
mergers and acquisitions.
I see a further growth opportunity in the data business. Those stock exchange organisations around
the world that have caught up rapidly in recent years have grown, among other ways, by buying up
data providers on a large scale.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Letter from the CEO
Number of sustainable index concepts
One of Deutsche Börse Group's strengths is its disciplined approach to implementing large projects.
This is a critical success factor for the partnership that we've agreed with more or less all of the world's
key banks regarding the future of euroclearing. The foundations for action going forward will be laid
here in 2018. We currently have a unique chance to establish a credible alternative location to London.
Firstly, market participants have to protect themselves against a “hard Brexit”. And at the same time,
they want to improve their risk diversification and no longer be dependent on a single provider.
That having been said, growth isn't an end in itself. We shall use the chance to build consensus-based
relationships with our political and regulatory environment. After all, regulation is the third key driver
for our business alongside technology and global market structures. Exchanges act as intermediaries
between regulators and market participants.
So where do we go from here? The appointment of a new CEO draws a line under a difficult 2017.
I will do everything in my power to make 2018 the year for a fresh start. We can, we want to and we
shall grow.
We've also launched a share buy-back programme worth approximately €200 million. And we've
announced another one in the same amount. These are set to run until the end of March and the end
of 2018, respectively.
As a result, we shall propose an increased shareholder dividend of €2.45 per share to the Annual
General Meeting in May. This corresponds to 53 per cent of the adjusted consolidated net profit for the
period. And it puts your share in our company's success in line with our guidelines, which provide for
a distribution ratio of 40 to 60 per cent of consolidated net profit for the period.
Deutsche Börse Group financial report 2017
515.9
- 11
Transparency and stability key figures
Proportion of companies reporting in accordance with maximum
transparency standards 8)
Our commitment to a Group-wide sustainability strategy is one aspect of this. Sustainability must
become an automatic component of capital allocation. This is why we have signed up to the United
Nations' Global Compact. We support implementation of its principles in the areas of human rights,
labour standards, the environment and anti-corruption. Deutsche Börse Group clearly expanded its
sustainable finance activities in 2017. In May, we launched the "Accelerating Sustainable Finance"
initiative together with key participants from Frankfurt's financial centre. We also established the "Hub
for Sustainable Finance Germany" together with the Rat für Nachhaltige Entwicklung (Council for
Sustainable Development). This will allow the financial sector to coordinate and further expand its
sustainability activities at a national level.
Performance indicators
29
1,056.2
21
83.00
100.25
€
-5
81.39
77.54
€
Number of contracts
Eurex®
€
Trading volume (single-counted)
Market indicators
Closing price
Low7)
High")
Opening price)
Deutsche Börse shares
25.3
32.7
%
Interest coverage ratio
Xetra®, Börse Frankfurt and Tradegate
-7
74.27
11
Deutsche Börse AG
459.8
€bn
Global Securities Financing (average outstanding volume for the period)
3
13,075
13,465
€bn
Value of securities deposited (annual average)
Clearstream
67.19
-3
1,675.9
m
7
1,377.0
1,467.6
€bn
25
77.54
96.80
€
1,727.5
€m
1.5
Gross debt EBITDA
533)4)
%
Dividend payout ratio
4
2.35
2.452)
€
Dividend per share
-26
2,284.7
543)
1,688.4¹)
7
4,623.2
4,959.4
€m
-9
11,938.7
10,883.7
€m
-35
1,621.4
€m
1.4
-2
5,183
-5
193)
183)
%
Return on shareholders' equity (annual average) 5)
0
27.0
27.03)
%
Tax rate
Employees (average annual FTEs)
19
62
%
EBITDA margin, based on net revenue
4
25
26
%
Personnel expense ratio (staff costs / net revenue)
10
4,731
52
20.6
19.6
212
3
€trillion
0
99.962
99.967
%
Taken as a whole, though, we produced a highly respectable result given the market situation. Thanks
to our broad-based business model, we can offset losses in certain areas with profits in others. Although
we remain relatively dependent on developments in our market environment, we are working to steadily
build a presence in business areas that are seeing structural growth. What's more, we can successfully
handle large, complex projects such as our contribution to TARGET2-Securities. By doing so, we are
making our company and Frankfurt as a financial centre fit for the future.
0
99.968
%
17
100
4
11,975
99.999
By contrast, we faced cyclical headwinds last year, especially in the area of Eurex index derivatives.
Since market volatility hit an all-time low in 2017, participants' hedging requirements were limited. As
a result, we did not fully meet our growth targets of 5 to 10 per cent for net revenue and 10 to 15 per cent
for earnings overall.
Deutsche Börse Group's net revenue rose by 3 per cent to approximately €2.5 billion in the 2017
financial year. Our adjusted costs were around €1,040 million – down slightly year-on-year. This led
to earnings before interest, tax, depreciation and amortisation (EBITDA) of roughly €1,431 mil-
lion – a rise of more than 6 per cent. Adjusted net profit for the period attributable to shareholders of
Deutsche Börse AG (consolidated net profit for the period) also increased by 6 per cent, to €857 million.
Even more encouraging here is the major contribution made by structural growth elements, e.g. in
our Clearstream business and with our new Eurex products. Regarding these structural drivers we hit
our target of a 5 per cent rise in net revenue. This makes us optimistic for our future development.
of the projects I am talking about is the migration of Clearstream's settlement business to the ECB's
new pan-EU settlement system, TARGET2-Securities. This has brought the European capital markets
closer together. Another example is the introduction of our new T7 system for the cash market. The
new technology has put the European capital markets on a state-of-the-art footing and has laid the
foundations for further growth in trading volumes. The third area that springs to mind is the increased
sales revenue generated by our investment fund and index services. Our core goal is to enhance capital
market efficiency and transparency.
133
Remuneration report
155
Combined corporate governance statement
and corporate governance report
2
Deutsche Börse Group financial report 2017
Letter from the CEO
Theodor Weimer
Chief Executive Officer
Executive and Supervisory Boards | Management report | Financial statements | Notes
Letter from the CEO
Frankfurt/Main, 9 March 2018
Dear shareholders and readers,
2017 was not an easy year for Deutsche Börse Group. The merger attempt with the London Stock
Exchange Group was unsuccessful. Subsequently, my predecessor Carsten Kengeter resigned as CEO.
In November 2017, the Supervisory Board appointed me as his successor with effect from 1 January
2018. Before we turn to the future I'd like to take stock of where we are now. And I'd like to start by
thanking you for standing by us in turbulent times.
My thanks are also due to our employees, who have been unwavering in their efforts to drive forward
our company's development. 2017 was also a year in which Deutsche Börse launched key projects.
These activities benefit the European capital markets and hence you, our shareholders, as well. One
-
12,422
117
Financial calendar
0
91
83
Our brands: Eurex Clearing, European Commodity Clearing, Nodal Clear
Eurex Clearing AG, European Commodity Clearing AG and Nodal Clear,
LLC - Deutsche Börse Group's clearing houses - minimise default risk
by acting as partners for all buyers and sellers. This reduces our clients'
exposure and hence leverages financing and capital efficiencies.
Deutsche Börse Group offers many efficient clearing options for all
types of transactions.
Clearing
3
Deutsche Börse Group is a diversified exchange operator whose
products and services cover the entire value chain of financial
markets. We have assigned these products and services to the
following nine groups:
C3
Deutsche Börse Group covers the entire value chain in securities,
foreign-exchange and derivatives trading.
Deutsche Börse operates regulated markets for equities, exchange-traded
funds (ETFs), bonds, certificates, options and many other products via
the Xetra®, Börse Frankfurt and Tradegate trading venues. Eurex® is a
trading platform for derivatives. The European Energy Exchange (EEX)
group provides a market for energy and related products. 360T operates
a trading platform for financial instruments such as currencies, money
market products and interest rates.
Trading
2
9 Technology
8 Indices
7 Market data
Our brands: Börse Frankfurt, Eurex®, Eurex Repo®, European Energy
Exchange, Tradegate, Xetra®, 360T®
4
Settlement
7
%
Average monthly cleared volumes across all products 10)
Our brands: DAX®, STOXX®
STOXX Ltd. is the operator of Deutsche Börse Group's index business
and a global provider of index concepts. Its index families cover all
countries, regions and sectors as well as all investment themes and
strategies. The Group's blue-chip indices include the EURO STOXX 50®
index and the DAX® index, which track the performance of the 50
industry-leading companies in the eurozone and Germany's 30 largest
companies respectively.
Our brands: Clearstream, LuxCSD
Once they have been correctly settled, assets are held in custody.
Clearstream manages them for the entire time they are held in custody
and offers services, which include performing corporate actions and
making dividend payments, for all types of securities. In addition,
end-to-end reporting and ring-fencing of collateral that has been
deposited allow market participants to meet their regulatory obligations
efficiently.
Indices
8
Custody
5
Our brand: Deutsche Börse
Institutional and private investors need timely and precise information to
be successful on the markets. Deutsche Börse supports its customers
with real-time data feeds and historical data from its trading systems. It
also provides an innovative analytics and metrics portfolio based on big
data analyses and machine learning.
Our brands: Clearstream, LuxCSD, REGIS-TR
Settlement comes after trading and clearing, and ensures that the
individual positions are recorded correctly and that cash is exchanged for
securities. In addition, it ensures that the individual client securities
accounts are credited. Clearstream, Deutsche Börse Group's post-trade
services provider, is responsible for the efficient global settlement of
securities transactions.
Market data
91
C7 Facts and figures of Deutsche Börse AG shares
C8
About this report
C5 Index of charts and tables
176 Consolidated cash flow statement
2
Letter from the CEO
178
Consolidated statement of changes in equity
6
Consolidated balance sheet
The Executive Board
The Supervisory Board
180
Basis of preparation
8
Report of the Supervisory Board
6
7
Consolidated statement of comprehensive
income
Consolidated income statement
statements/notes
Our brands: Clearstream, Eurex Clearing, Eurex RepoⓇ
9
Technology
Information technology is one of the main factors driving competitive
advantage during the development and operation of our product portfolio.
Deutsche Börse Group operates platforms along the entire capital market
value chain, focusing on security, integrity, efficiency and innovation.
Our brands: Deutsche Börse, 7 Market Technology®:
C7®, F7®, M7®, N7®, T7®
C4
Financial report 2017
Contents
23
C2 Deutsche Börse Group: key figures
C3 Deutsche Börse Group: an overview
2 Executive and
Supervisory Boards
171 Consolidated financial
172
173
174
222
269
Other disclosures
298
314
Acknowledgements/contact
66
Combined non-financial statement
88
Risk report
113
Report on opportunities
119
Report on expected developments
126
Deutsche Börse AG
(disclosures based on the HGB)
5258
C6
Report on post-balance sheet date events
6 Collateral and liquidity management
66
308
17 Combined
Executive Board
299
Consolidated income statement disclosures
Consolidated balance sheet disclosures
Responsibility statement by the
Independent Auditor's Report
management report
18
Fundamental information about the Group
32
Deutsche Börse AG shares
307
33
Report on economic position
Deutsche Börse Group worldwide
Glossary
The Global Funding and Financing (GFF) business segment integrates
Deutsche Börse Group's entire range of services for securities financing,
cash funding and collateral management. This aligned service offering
allows the Group to serve the growing needs of its clients in the areas of
trading as well as risk and liquidity management as efficiently as possible.
Collateral and liquidity management
4 Settlement
9
5 Custody
3 Clearing
2 Trading
1 Pre-IPO and listing
60
3
For start-ups, the crucial phase often comes when the business needs
funding to drive growth. Deutsche Börse launched its Deutsche Börse
Venture NetworkⓇ to help companies at this stage of their lives. The
Group also invests in attractive fintech companies via DB1 Ventures.
Large and medium-sized enterprises, both from within and outside
Germany, can raise equity and debt capital by listing on the Frankfurt
Stock Exchange.
Pre-IPO and listing
1
8
Our brands: Deutsche Börse, Börse Frankfurt, DB1 Ventures,
Deutsche Börse Venture Network®
5
2
1
4
Deutsche Börse Group: an overview
22
C2
Figures for the years 2008 to 2017 are available under www.deutsche-boerse.com/2017-ten-year-review.
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect
the absolute figures.
7
1) Bonds that will mature in the following year are reported under "other current liabilities" (2017: €599.8 million). 2) Proposal to the Annual General
Meeting 2018 3) Adjusted for non-recurring effects; please refer to the consolidated financial statements for the respective financial year for adjustment
details. 4) Amount based on the proposal to the Annual General Meeting 2018 5) Net profit for the period attributable to Deutsche Börse AG share-
holders/ average shareholders' equity for the financial year based on the quarter-end balance of shareholders' equity 6) Closing price on preceding
trading day 7) Intraday price 8) Ratio of the market capitalisation of companies listed in the Prime Standard to the market capitalisation of all companies
listed on the Frankfurter Wertpapierbörse (FWB®, the Frankfurt Stock Exchange) 9) System availability ranks among the most important non-financial
performance indicators (as defined in DRS 20 and section 289 (3) in conjunction with section 289 (1) sentence 3 of the HGB) for which a forecast is made.
10) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions. Clearing volumes are subject
to double counting.
5
■ Stress tests
■ Risk metrics
Emerging risks
■ Risk map
■ Deutsche Börse Venture Network
Long-term developments
■ DB1 Ventures
Aggregated risk measurement
↓ Risk acceptance
Existing risks
Group Risk Management
■Information Security
■ Other
and/or business strategy
■ Changes to business
Risk avoidance
■ Other
■ Insurance
Risk transfer
89
Risk monitoring
90
Risk Committee of the Supervisory Board
3. Appropriate risk/return ratio
Executive boards
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Supervisory boards
Financial institutions
Clearstream and Eurex Clearing AG
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Decides on risk strategy and appetite
Executive Board of Deutsche Börse AG
Monitors the risk management system and its continuing
improvement in light of the risk strategy
■ Internal control system
Evaluates the effectiveness of the risk management system
Audit Committee of the Supervisory Board
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Supervisory Board of Deutsche Börse AG
Group-wide
Risk management - organisational structure and reporting lines
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes and
responsibilities are binding for all Group employees and organisational units. To ensure that all employees
are risk-aware, risk management is firmly anchored in the Group's organisational structure and work-
flows and is flanked by measures such as risk management training. The Executive Board is responsible for
risk management overall, whereas within the individual companies it is the responsibility of the manage-
ment. The boards and committees given below receive comprehensive and timely information on risks.
Implementation in the Group's organisational structure and workflow
Internal risk management is based on the Group-wide detection management of risk, which is focused
on its risk appetite, see the ☑“Interlocking business strategy and risk strategy" chart. Deutsche
Börse AG's Executive Board has overall responsibility, and defines the framework for risk management
throughout the Group. Under these Group-wide risk management requirements, each business segment
and each regulated company is responsible for managing its own risk. This coordinated process ensures,
for example, that the Group and its companies can act just as quickly and effectively in the event that
several systems fail simultaneously as if a single system fails.
"The return on equity should exceed the cost of equity.” Deutsche Börse Group has set itself the goal of
ensuring that risk and return should be reasonably balanced, both for specific business areas in general
and for individual regions, products and customers.
Deutsche Börse Group financial report 2017
measures
↓ Implied risks
■ Legal
Risk report
Executive and Supervisory Boards | Management report | Financial statements | Notes
With its range of risk management services, Deutsche Börse Group strives to make a sustainable
contribution primarily through its role as an organiser of capital markets, securing market integrity and
security; and also by enhancing market efficiency in distribution, through its price discovery function. On
top of this, Deutsche Börse Group assumes key risk management functions for its clients - for example,
through the centralised management of their market risk exposure via the Group's clearing house, Eurex
Clearing AG. In this way, Deutsche Börse Group contributes to the efficiency and systemic stability of the
capital markets.
-
The highest regulatory standards within the Group are applicable to Eurex Clearing AG and Clearstream,
given their regulation as credit institutions. Considering this and their economic importance, this risk
report focuses on these two subsidiaries in particular.
Deutsche Börse Group includes Clearstream Banking S.A. and Clearstream Banking AG, which are part
of the Clearstream Holding Group (referred to as "Clearstream" below), as well as Eurex Clearing AG - all
regulated as credit institutions. Furthermore, Eurex Clearing AG and European Commodity Clearing AG
are authorised as central counterparties (CCPs) and are subject to the requirements of the European
Market Infrastructure Regulation (EMIR). Other entities hold different licences to provide regulated activi-
ties in the financial services sector. As such, these entities are subject to comprehensive statutory
requirements, inter alia on risk management (for further information on the regulated entities, please
refer to note 20 to the consolidated financial statements). Over and above the statutory requirements
of EU directives and regulations CRD/CRR, EMIR and MiFID and, where applicable, their implementa-
tion into national law, these include the national requirements of the Minimum Requirements for Risk
Management (MaRisk) issued by the Federal Financial Supervisory Authority (Bundesanstalt für Finanz-
dienstleistungsaufsicht, BaFin) and of circular 12/552 issued by the Financial Supervisory Authority
of Luxembourg (Commission de Surveillance du Secteur Financier, CSSF). In this context, significant
parts of the risk management are defined in the scope of the so-called second pillar of the Basel III
regime for a number of the Group's companies. Moreover, national regulations implementing the EU
Banking Recovery and Resolution Directive (BRRD) apply to Clearstream Holding AG and Eurex Clearing
AG regarding the establishment of recovery plans. Deutsche Börse Group has an enterprise-wide
recovery plan in place, beyond this requirement. Deutsche Börse Group follows international standards
in its risk management and applies these also without or beyond such statutory requirements. Hence,
the risk management adheres to high standards on a Group-wide level.
The first section of this risk report explains the risk strategy and demonstrates how the Group manages
its risk. In the second section of this risk report, approaches and methods employed for monitoring risk
will be outlined. In the third section, the various types of risks the Group is exposed to are described,
and how the Group manages them. The fourth section provides a summary of the risk situation, together
with an outlook on future developments for Deutsche Börse Group's risk management. Supplementing
the risk report, senior management sets out what it believes the Group's future prospects are, in the
☑report on opportunities.
Deutsche Börse Group's core area of expertise includes solutions that enable its customers to efficiently
manage risk and collateral. It is therefore all the more important for the Group to protect itself against
risk. This section of the combined management report shows how the company deals with risks and
threats. Deutsche Börse Group's aggregate risk exposure has increased by 15 per cent. This can mainly
be attributed to increased risks in the fields of taxes and cybercrime.
Risk report
Deutsche Börse Group financial report 2017
88
87
In its endeavours to increase the share of women holding executive positions, as early as in 2010, the
Executive Board had adopted a voluntary commitment to increase the share of women holding middle
and upper management positions to 20 per cent by 2020, and of women holding lower management
positions to 30 per cent during the same period. The Group maintains this ambition, and has extended
the scope of its voluntary commitment, over and above legal requirements. Firstly, the target figures
determined in this context relate to Deutsche Börse Group (including subsidiaries) worldwide. Secondly,
the definition of management levels/positions was extended to also include heads of teams, for example.
On a global level, as at 31 December 2017, Deutsche Börse Group achieved a quota of 14 per cent for
the upper and middle management levels (2016: 15 per cent), and 29 per cent for lower management
positions (2016: 28 per cent). For Germany, the quotas were 15 per cent and 26 per cent, respectively
(2016: 16 per cent and 22 per cent).
With regard to the development expected of its non-financial performance indicators for 2017, the Group
only partially succeeded in maintaining the previous year's level of systems availability: in the cash
market, trading system availability declined from 99.999 per cent to 99.968 per cent. At the same time,
availability of the T7Ⓡ system for the derivatives market improved slightly, from 99.962 per cent to
99.967 per cent.
Comparison with the forecast for 2017
Category A suppliers are monitored and reviewed according to various risk criteria, in cooperation with
an external service provider. This “risk radar" monitors risks along the entire supply chain, from
(sub-)suppliers to logistics nodes, right through to the end customer. This process covers all types of
risks: supplier risks (e.g. compliance, financial stability and quality), location risks (e.g. related to
industrial action or natural disasters), country risks (e.g. political risk or sanctions), and risks related to
certain groups of goods (e.g. import restrictions). In the event of any risk materialising, the early warning
system will issue alerts by e-mail or mobile app. Moreover, analyses facilitate the evaluation of latent risk
exposures or negative trends (where no damage has occurred) in order to enact targeted measures
designed to prevent such risks. Depending on the level of impact, risk radar alerts are assessed together
with the contracting parties.
Deutsche Börse Group contacted all companies during 2017 which participated in the survey in 2016
and (i) are active in countries and/or procure goods or services from countries classified as risky in terms
of human rights by the United Nations Environment Programme Finance Initiative; and (ii) which have
not established their own code of conduct for employees or suppliers, and have not committed to any
recognised social standard. 18 enterprises were identified during the course of this process; Deutsche
Börse Group initiated a dialogue with these enterprises to highlight the importance of these topics for the
Group and to minimise existing risks in cooperation with the suppliers concerned.
Non-financial statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk strategy and risk management
■ Business continuity
Deutsche Börse Group's risk strategy is aligned with its business model and company strategy. The
Group provides the infrastructure for reliable and secure capital markets, assists constructively in their
regulation and plays a leading role in all of the areas in which it does business. Deutsche Börse Group's
risk strategy is based on three core principles:
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss may not be
generated more than once every hundred years." This means that one goal is to ensure a probability
of 99.98 per cent or more that the total capital will not be lost within the next twelve months. Another
objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will at least
break even, expressed in terms of its EBIT. In other words, this principle establishes how much risk the
Group must be able to withstand while also determining its risk appetite.
Straight-through processing
Compliance
or severity of effect
Reduces frequency of events
Risk mitigation
Risk mitigation
→ Loss
Effect
Event
Internal and external losses
Risk types
Responsible for the risk management of their institution
Root cause
Risk scenarios
Risk analysis
Risk strategy/risk appetite
Business strategy
Interlocking business strategy and risk strategy
"Risk management supports the business areas in expanding their business by working together to
comprehensively identify and communicate risks." This principle aims to permit the Group to make
informed strategic decisions within the scope of the risk appetite that it has defined.
2. Support for growth in the various business segments
1. Risk limitation - protecting the company against liquidation and ensuring its continuing
operation
Chief Risk Officer/Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
<----
↑
93
94
Deutsche Börse Group financial report 2017
The approach taken for operational risk is different: Clearstream has used the significantly more complex
advanced measurement approach (AMA) for this in all business units since 2008. This means that it
meets the regulatory capital requirements for operational risk set out in the EU's Capital Requirements
Regulation (CRR). Similar to EC calculations, the model employed was fundamentally revised and
improved in 2016. The method - which has been approved and is regularly tested by BaFin - allows
required capital to be allocated to the regulated units. In contrast, Eurex Clearing AG employs the basic
indicator approach in order to calculate regulatory capital requirements (for details, see ☑note 20 to the
consolidated financial statements).
Stress tests
Stress tests are being carried out in order to simulate extreme, yet plausible, events for all material types
of risk. Using both hypothetical as well as historical scenarios, stress tests simulate the occurrence of
extreme losses, or an accumulation of large losses, within a single year. In addition, liquidity risk is
evaluated by way of liquidity stress tests as well as so-called inverse stress tests; the latter analyse which
loss scenarios would exceed the risk-bearing capacity.
Risk metrics
Risk metrics are used to quantify the exposure to the most important internal operational risks against
set limits. Any breach of these limits serves as an early warning signal, which is reported to the
Executive Board and other boards and committees on a monthly basis. Furthermore, any such breach
immediately triggers the requisite risk mitigation processes.
Emerging risks
With regard to risk management, Deutsche Börse Group pursues a sustainable, long-term strategy by
also evaluating risks beyond a twelve-month horizon. For this purpose, the Group has developed so-
called risk maps for expected or upcoming regulatory requirements, business risk, as well as for IT and
information security risks. Risk maps classify risks by their probability of occurring - and by their
financial impact, should they materialise. This is based on a five-year planning horizon, which is
equivalent to the development cycle for the operational risk relevant to Deutsche Börse Group: regulation
and IT. Typically, regulatory requirements evolve over a period of up to five years, from the first draft
to implementation. This horizon is also appropriate for the evaluation of IT risks, given that technology
is subject to ongoing change.
Group Risk Committee
For Deutsche Börse Group, risks that prevail throughout longer consideration periods mainly comprise
the failure to respond to global changes in, or mega-trends on, the financial markets and the business
environment, or a late response to such developments. In order to compensate for such risks, Deutsche
Börse Group aspires to think ahead, and to set standards applicable throughout the industry. The Group
pursues its targets by promoting mutual exchange with regulators and market participants (e.g. White
Paper). A further trend worth noting is the potential of start-up companies to come up with innovations
that may have a disruptive effect upon markets. Deutsche Börse Group not only actively invests in such
enterprises, through its DB1 Ventures subsidiary, it also offers them a platform. Deutsche Börse Venture
Network provides an opportunity to exchange ideas and experience, and also to find investors.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk report
Risk description
The following section describes the types of risk that Deutsche Börse Group generally has to manage and
presents the risks it actually faces. It also explains the measures that Deutsche Börse Group uses to
reduce the loss event and to minimise their financial effects. Firstly, however, what follows is a brief
explanation of the risk profile, which differs from most other financial services providers, since financial
risk plays 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. Project risk also exist but the Group does not specifically quantify these as their impact is
already reflected in the three traditional risk types.
Low level of typical bank risk
The risks faced by Deutsche Börse Group's institutions differ fundamentally from those of other financial
service providers. Considering credit and market price in particular, Clearstream and Eurex Clearing AG
report a structurally lower risk compared with other banks, since they act as intermediaries. Thus, for
example, they do not operate a proprietary trading business on financial markets. Consequently,
Deutsche Börse Group's institutions do not bear the associated market risks. On the contrary, they offer
market participants services such as collateral and risk management to reduce their risk from trading
activities. The Group's banking business mainly consists of providing reliable clearing, settlement and
custody services, as well as collateral management.
Regulatory capital requirements for Clearstream
and Eurex Clearing AG as at 31 Dec 2017
87%
Required economic capital for Deutsche Börse
Group by risk type as at 31 Dec 2017
Business risks
↑
■ Liquidity risk
■ Market risk
Risk management process
Business areas
1. Identify
2. Notify
3. Assess
4. Control
5. Monitor and report
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk report
1. Liquidation principle: what risk can the capital cover?
The first part of Principle 1 of its risk strategy specifies that Deutsche Börse Group should not exhaust its
risk-bearing capacity in more than 0.02 per cent of all years. For Clearstream and Eurex Clearing AG, EC
calculated in this manner also complies with the requirements of the second pillar of Basel III. Deutsche
Börse Group determines its risk-bearing capacity on the basis of its reported equity in accordance with
International Financial Reporting Standards (IFRSs). It adjusts this figure for precautionary reasons, for
example to take into account the fact that it may not be possible to dispose of intangible assets at their
carrying amounts in cases of extreme stress. Clearstream and Eurex Clearing AG determine their risk-
bearing capacity on the basis of their regulatory capital (for details, see ☑ note 20 to the consolidated
financial statements).
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 and it answers a key risk management
question: how much risk can the Group afford and what risk is it currently exposed to? The ratio of EC to
risk-bearing capacity remained within the stipulated maximum risk throughout the reporting period. If
this were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing capacity
and would have to be liquidated ("gone concern"). The liquidation concept therefore assumes that the
Group will not have to be liquidated.
11%
Business risks
2. Going-concern principle: what risks can be absorbed by earnings?
Deutsche Börse Group employs the going-concern principle that assumes an orderly continuation of the
Group in the event of a crisis, and that uses EaR as an indicator. This indicator corresponds to the
second part of Principle 1 of the Group's 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 profit/loss expressed in terms of earnings before
interest and tax (EBIT)). Under the going-concern principle, EaR determined in this way is compared
with the Group's risk appetite - which is, in turn, measured in terms of projected EBIT.
In addition, Clearstream and Eurex Clearing AG must calculate their capital requirements for various risk
types (see the “Deutsche Börse Group's risk profile" chart) in line with the Pillar I requirements under
Basel III. In addition, Eurex Clearing AG must fulfil EMIR requirements. A standardised approach is used
for analysing and evaluating credit and market risk; risk weightings are applied on the basis of the
relevant counterparty ratings.
Deutsche Börse Group's risk profile
Operational risks
■ Unavailability of systems
■ Service deficiency
■ Damage to physical assets
■ Legal disputes and business practice
Project risks
↑
Risk profile of Deutsche Börse Group
Financial risks
■ Credit risk
3. Regulatory capital requirements
Risk profile monitoring and management
13%
29%
The purpose
of the VaR model is to determine the amount of capital – given a confidence interval
defined ex ante- required to cover potential losses incurred within one year. In this context, economic
capital (EC) in accordance with the liquidation principle, as well as regulatory capital (RC) for credit
institutions within Deutsche Börse Group are calculated. Conversely, the going-concern principle is
based on earnings at risk (EaR).
-
Aggregate risk measurement
Deutsche Börse Group employs a range of tools to monitor and evaluate its operational, financial and
business risk on a continuous basis. Applying the liquidation principle, the going-concern principle,
and the regulatory capital requirements of the Group's credit institutions, risks are aggregated at a Group
level and quantified using the concept of value at risk (VaR). Moreover, so-called stress tests are carried
out in order to simulate extreme, yet plausible, events and their impact upon the Group's risk-bearing
capacity. Risk metrics, which are used as an early-warning system for quantified internal risks, are
an additional risk monitoring method.
Existing risks
Deutsche Börse Group uses quantitative and qualitative approaches and methods for risk monitoring,
with the objective of providing as complete a picture as possible of its risk situation at all times. To this
end, the Group continuously reviews internal events with regard to their risk properties, whilst also
considering regional as well as global developments. The Group is thus able to recognise and analyse
existing risks; at the same time, it is able to swiftly and adequately respond to emerging risks, as well
as to changes in the market and the business environment.
Approaches and methods for risk monitoring
members of the executive and supervisory boards. The risk management functions at Clearstream and
Eurex Clearing AG submit reports to the respective executive boards and supervisory boards. Internal
Auditing is responsible for monitoring compliance with the risk management system.
Deutsche Börse Group financial report 2017
92
91
Risk management is implemented in a five-stage process. The objective is to identify all potential losses
in good time, to record them centrally and to evaluate them in quantitative terms as far as possible; if
necessary, management measures must then be recommended and their implementation monitored (see
the "The five-stage risk management system" chart). The first stage identifies the risks and the
possible causes of losses or operational hitches. In the second stage, the business areas regularly - or
immediately, in urgent cases – report to GRM the risks that they have identified and quantified. In the
third stage, GRM assesses the risk exposure, while in the fourth stage, the business areas manage the
risks by avoiding, mitigating or transferring them, or by actively accepting them. The fifth and final stage
involves, for example, monitoring different risk metrics and, where necessary, informing the responsible
Executive Board members and committees of significant risks, their assessment and possible emergency
measures. In addition to its regular monthly and quarterly reports, GRM compiles ad hoc reports for
Centrally coordinated risk management – a five-stage process
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the require-
ments of the Group. In particular, they adhere to the risk appetite framework allocated to them by
Deutsche Börse Group. The relevant supervisory boards and their committees are involved in the
process, as are the executive boards and the risk management functions within the various business
areas. Clearstream and Eurex Clearing AG, the Group's institutions, implement customised versions of
this risk strategy, using parameters and reporting formats that are compatible with the overarching
Group-wide structure. In general, the management of the subsidiary bears the responsibility and is
controlled by the supervisory board of the institute.
Group Risk Management (GRM) is headed by the CRO. This unit prepares the proposals to be adopted
for risk levers, i.e. the Group's risk strategy, appetite, parameters, capital allocation and procedures.
GRM continuously analyses and evaluates risks and produces quantitative and qualitative reports. These
are submitted six times a year to the GRC, once a month to the Executive Board, once a quarter to the
Risk Committee of the Supervisory Board and twice a year to the Supervisory Board. This system means
that the responsible bodies can regularly check whether the defined risk limits are being adhered to
consistently. In addition, GRM recommends risk management measures.
The Group Risk Committee (GRC) reviews the risk position of the Group every two months and involves
the Executive Board in all decisive questions. The GRC is an internal Group committee, chaired by the
Chief Financial Officer. In addition, the GRC regularly checks the levels of all parameters for appropri-
ateness and current status and, where necessary, makes recommendations to the Chief Risk Officer
(CRO) or the Executive Board, as to any adjustments that should be made.
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and
allocates the latter to the company's individual business segments and business units, respectively. It
ensures that the Group's risk appetite is and remains compatible with its short- and long-term strategy,
business and capital planning, risk-bearing capacity and remuneration systems. It also determines what
parameters are used to assess risks, how risk capital is allocated and what procedures apply. It ensures
that all business units comply with these requirements for the risk strategy, risk appetite and risk limits.
Deutsche Börse AG's Supervisory Board evaluates the effectiveness of the risk management system, its
continuing development and oversees the monitoring of risks. The Supervisory Board has delegated the
regular evaluation of the appropriateness and the effectiveness of the risk management system to the
Risk Committee. The Risk Committee reviews the risk management system, its continuing improvement
and oversees the monitoring of risks. In addition, it examines the risk strategy and risk appetite on an
annual basis.
Risk report
Executive and Supervisory Boards | Management report | Financial statements | Notes
Identify, notify and control
Business segments
Chief Risk Officers/Risk management functions
Manage risks in day-to-day operations and report to their
own committees and the Group
Identify, notify and control
Business segments
The five-stage risk management system
Responsibility
Executive Board
Risk management strategy and appetite
Clearstream and
Eurex Clearing AG
Universal banks
Credit risks and market risks
■ Operational risks
23%
Financial
risks
O
66%
Operational
risks
95
96
Deutsche Börse Group financial report 2017
71%
The regulatory capital requirements for Clearstream and Eurex Clearing AG are primarily due to
operational risk (see the ☑“Regulatory capital requirements for Clearstream and Eurex Clearing AG as
at 31 December 2017" chart). Information on the additional capital requirements of other subsidiaries
is provided in note 20 to the consolidated financial statements.
Utilisation of risk-bearing capacity in the liquidation principle and of risk appetite in the going concern
principle are used as internal management indicators throughout Deutsche Börse Group (see the
"Approaches and methods for risk monitoring" section for an explanation of these terms). In addition
to the financial and operational risk already mentioned, business risk is also identified and assessed.
This relates in particular to potential threats to revenue such as price pressure or loss in market share as
well as cost risks. Under the liquidation principle, financial risk amounts to approximately 23 per cent of
Deutsche Börse Group's total risk, while business risk represents 11 per cent of the total. This makes
the third typical risk type all the more important for Deutsche Börse Group: at 66 per cent, operational
risk accounts for more than half of the total risk (see the ☑“Required economic capital for Deutsche
Börse Group by risk type as at 31 December 2017" chart).
A larger part of the risk is associated with the Clearstream and Eurex segments (see the "Required
economic capital by segment as at 31 December 2017" chart), in keeping with the proportion of sales
revenue and earnings accounted for by their business. In contrast to the regulatory capital requirements,
this calculation also includes business areas that are not covered by banking regulations.
A similar split can be seen for EaR. Here, too, the business segments with the largest proportions of
revenues and earnings - Clearstream and Eurex - have the largest shares of earnings at risk (see the
"Earnings at risk by segment as at 31 December 2017" chart).
Deutsche Börse Group assigns indicators to each risk exposure 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) and four financial impact levels (low, medium, substantial and a risk to the company as a going
concern). However, none of the risks assessed reach the fourth impact level either individually or in
total; in other words, none jeopardises the existence of the entire Group as a going concern. These
categories can be used to assess the risk types given below as examples. The estimated probabilities
of the risks occurring are categorised as follows:
■ Very low (the probability of the risk occurring is less than 1 per cent)
■Low (the probability of the risk occurring is equal to or greater than 1 per cent but less than 10 per cent)
■ Medium (the probability of the risk occurring is equal to or greater than 10 per cent but less than
50 per cent)
High (the probability of the risk occurring is equal to or greater than 50 per cent)
The estimated financial effects can be classified into the following four categories:
■Low (the financial loss could be up to 10 per cent of EBIT)
■ Medium (the financial loss could be up to 50 per cent of EBIT)
■ Substantial (the financial loss could be up to 100 per cent of EBIT)
■ Risk to the business as a going concern (the financial loss of Deutsche Börse AG could be up to
the available risk cover amount)
Operational risk greater than financial and business risk
Long-term developments
Unavailability of systems
100
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the defend-
ants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this ruling at the
competent appeals court (Second Circuit Court of Appeals), which on 21 November 2017 confirmed
large portions of the decision of the trial court. Regarding another aspect, the appellate court referred the
case back to the court of first instance, which shall assess whether the assets held in Luxembourg are
subject to execution in the U.S. Clearstream Banking S.A. filed a petition for rehearing with the appellate
court in December 2017, which the appellate court has rejected, and is now considering a petition to
the US Supreme Court.
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals, and then by the US Supreme Court on
20 April 2016. Once the process of distribution of funds to the plaintiffs is complete, a related case,
Heiser vs Clearstream Banking S.A., also seeking turnover of the same assets, should be dismissed.
Deutsche Börse Group financial report 2017
■Flawed internal processes
■ Human errors
↑
■ Breach of sanctions
provisions
■ Contract risks
■ Employment practice
■ Theft of customer cash
■Losses from ongoing legal
conflicts
Legal disputes and business
practice
■ Damages to or destruction
of data centres
■ Damages to or destruction
of buildings
Damage to physical assets
↑
■ Loss of customer cash
■ Deficiency of trading-
related services
Service deficiency
■ Cyber crime
■Inadequate information
security
■ IT hardware flaws
■ Software flaws
Possible root causes
↑
■ Settlement
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk report
In the following, the risk types are first illustrated with specific examples and then explained in detail.
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A., is
based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover of
certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint also
asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek
damages of up to approximately US$6.6 billion plus punitive damages and interest.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint of Bank Markazi on 17 January 2018 naming Banca UBAE S.P.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi which the complaint alleges are held on accounts of
Banca UBAE S.P.A. and Bank Markazi with Clearstream Banking S.A. totalling approximately
US$ 4.9 billion plus interest. Alternatively, Bank Markazi seeks damages to the same amount. The
assets sought include assets to the amount of approximately US$1.9 billion that were turned over to US
plaintiffs pursuant to a 2013 binding and enforceable US court order in a proceeding to which Bank
Markazi was a party. The claim also addresses customer assets of approximately US$2 billion, which
include assets that are held at Clearstream Banking S.A. and which are currently subject to US and
Luxembourg litigation brought by US plaintiffs, and addresses assets that were previously transferred out
of Clearstream Banking S.A. to Banca UBAE S.P.A.
Executive and Supervisory Boards | Management report | Financial statements | Notes
■Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
Suppliers
■ Additional precautions to
ensure that operations
remain active in the event
of a pandemic
■ Option to move essential
operational processes to
other sites if staff at one site
are not able to work
Employees
for numerous employees
■ Remote access to systems
■ Emergency arrangements
for all essential functions
■Fully equipped emergency
workspaces, ready for use
at all times
Workstations
■ Duplication of all data
centres to contain failure
of an entire location
■ Trading, clearing and
settlement systems designed
to be available at all times
Systems
Emergency and crisis management process
Business continuity management
1. Operational risk
The Group has introduced and tested a management process for emergencies and crises that enables it
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during emergen-
cies and crises. The emergency managers inform the Executive Board or raise the alarm with them in the
case of severe incidents. In the event of a crisis, the Executive Board member responsible for the
affected business are 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.
The test results are evaluated based on the following criteria:
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible. The
Group has to maintain its business operations and safeguard against emergencies and disasters. If its
core processes and resources are not available, this represents not only a substantial risk for the entire
Group but also 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 (business
continuity management, BCM). This covers all processes designed to ensure continuity of operations in
the event of a crisis and significantly reduces availability risk. Measures include precautions relating to
all important resources (systems, workstations, employees, suppliers), including the redundant design of
essential IT systems and the technical infrastructure, as well as emergency measures designed to
mitigate the unavailability of employees or workspaces in core functions at all important locations.
Examples of such precautions are listed in the ☑“Business continuity management" chart.
Emergency and contingency plans
Deutsche Börse Group takes specific measures to reduce its operational risk. Among them are emer-
gency and contingency plans, insurance policies, measures concerning information security and the
physical safety of employees and buildings as well as precautions to ensure that the applicable rules
are observed (compliance).
Measures to mitigate operational risk
■ Trading
102
101
Despite the ongoing proceedings described above, the Executive Board is not aware of any material
changes to the Group's risk situation.
Following expert consultation, Deutsche Börse AG continues to believe the allegations made are
unfounded in all respects.
On 26 October 2017, Carsten Kengeter informed the Supervisory Board of Deutsche Börse AG that he
would like to step down as the company's Chief Executive Officer with effect from 31 December 2017.
The Supervisory Board accepted this request.
On 1 February 2017, Deutsche Börse AG announced that the public prosecutor's office in
Frankfurt/Main was investigating Deutsche Börse AG in respect of a share purchase by its former Chief
Executive Officer Carsten Kengeter which was carried out on 14 December 2015, in implementation of
the Executive Board's remuneration programme as approved by the Supervisory Board of Deutsche
Börse AG. On 18 July 2017, the public prosecutor's office in Frankfurt/Main issued a notification of
hearing to Deutsche Börse AG. According to this notification of hearing, the public prosecutor's office
intends to formally involve the company in the ongoing investigation proceedings against Carsten
Kengeter. In the notification of hearing, the public prosecutor, with regard to the company, held out the
prospect that two fines totalling €10.5 million could be imposed on Deutsche Börse AG in accordance
with section 30 of the Gesetz über Ordnungswidrigkeiten (OWIG, German Act on Regulatory Offences)
due to an alleged violation of the insider trading prohibition in December 2015 and an alleged failure to
disclose an ad-hoc announcement in January 2016. On 13 September 2017, Deutsche Börse AG's
Executive Board and Supervisory Board decided to accept the fine which would potentially be imposed
by the competent local court (Amtsgericht). On 23 October 2017, however, the local court of Frankfurt
am Main refused to approve the closure of the investigation proceedings against the former Chief
Executive Officer of Deutsche Börse AG, Carsten Kengeter, subject to conditions in the form of payment
of €500,000, as applied for by the public prosecutor. In light of the significance of the proceedings the
court considers it appropriate to continue the investigation proceedings at this time. The further
investigations could lead from a closure of the proceedings due to lack of adequate suspicion to an
indictment. The court has returned the matter, both as relates to the investigation proceedings against
Carsten Kengeter as well as to potential actions against Deutsche Börse AG, to the public prosecutor
which will now decide upon further procedural steps.
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
public prosecutor's office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market
participants over dividend date (cum/ex transactions). On 22 January 2018, the public prosecutor's
office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG
and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Due to the early
stage of the investigations, it is not possible to predict timing, scope or consequences of a potential
decision. The companies are cooperating with the competent authorities.
Disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in custody
by Clearstream Banking AG. MBB issued a first tranche of the bond in April 2013 and a second tranche
of the bond in December 2013. The global certificates for the two tranches of the bond were delivered
into Clearstream Banking AG by the paying agent of the issuer. The disputes relate to the non-payment
of the bond and the purported lack of validity of the bond. Clearstream Banking AG's role in the context
of the purported lack of validity of the MBB bond is primarily to safekeep the global certificate as
national central securities depository. Insolvency proceedings have meanwhile been opened in respect
of the issuer, MBB.
Risk report
Preparations for emergencies and crises
■ Careful and continuous
check of suppliers'
emergency preparations
■Failure of a trading system
■ Incorrect processing of client instructions (e.g. corporate actions)
40%
Clearstream
41%
Eurex
■ Clearing
98
Deutsche Börse Group financial report 2017
▪ Successful serious abuse of banking applications, through a coordinated cyber attack
■ Failure of key infrastructure providers in extreme market conditions, associated with failure of lines
of defence
These extreme events that could lead to a loss corresponding to more than 100 per cent of annual EBIT
are rated as having a probability of far less than 0.1 per cent. Such extreme events, also known as "tail
risks", have not occurred to date. Tail risks may represent going concern threats for certain subsidiaries,
for example if sanctions were to be deliberately contravened. GRM assesses these risks continuously and
reports the results regularly to the Executive Board of Deutsche Börse Group.
Operational risk
For Deutsche Börse Group, operational risk comprise the unavailability of systems, service deficiency,
damage to physical assets as well as legal disputes and business practice (see the ☑“Operational risk at
Deutsche Börse Group" chart). Human resources risks are quantified just like other operational risks.
Operational risk accounts for 66 per cent of the total Group risk.
Unavailability of systems
Operational resources such as the Xetra® and T7Ⓡ trading systems 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 calculates the availability of
these systems as an important risk indicator. In line with the Group's risk strategy, the business areas
are responsible for monitoring the indicators.
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues, or in unlikely cases, the availability of the systems could be
affected by acts of cyber crime or terrorist attack. In the past, only limited failures have occurred both
with Xetra and with T7 and its predecessor system. In practice, there has never been a system failure
lasting longer than one day. Deutsche Börse Group has taken a number of measures to further minimise
the risk of failure lasting an entire day or longer. This supports the view that the probability of a system
failure lasting 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.
In general, availability risk represents the largest operational risk for Deutsche Börse Group. The Group
therefore subjects its systems to regular stress tests, which check not only what happens when its own
systems fail but also when suppliers fail to deliver.
Service deficiency
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defective
products and processes or mistakes in manual entries. A second example is errors in handling the
default of a large clearing customer. To date, defaults are rare, no such handling errors have occurred
and related processes are tested at least annually, which is why the probability is considered to be very
low. The potential financial loss is put at medium.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk report
Other sources of error may be attributable to suppliers or to product defects or mistakes that may lead
to the loss of client assets or mistakes in accounting processes. The Group registers all complaints and
formal objections as a key indicator of deficient processing risk.
Damage to physical assets
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example,
cause the destruction of, or severe damage to, a data centre or office building. Business continuity
management (BCM) aims at averting significant financial damage (see the ☑“Business continuity
management" chart).
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 the losses involved could be substantial. As a result,
GRM continually monitors ongoing legal proceedings. These can be brought if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls
or breaches of competition law or of banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of
breaches of other governmental or higher-order regulations.
In its 2012 corporate report, Deutsche Börse Group informed about Peterson vs Clearstream Bank-
ing S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turnover of certain customer
positions held in Clearstream Banking S.A.'s securities omnibus account with its US depository bank,
Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages of US$250 mil-
lion. That matter was settled between Clearstream Banking S.A. and the plaintiffs and the direct claims
against Clearstream Banking S.A. were abandoned.
Operational risk at Deutsche Börse Group
Operational risk
Events
Market Data +
Services
9%
Xetra
9%
■ Incorrect handling of the default of a large customer
■Losses from ongoing legal disputes
Conflicting laws of different jurisdictions
■Threat of tax back-payments
2. Financial risk
■ Default of a credit counterparty
■ Losses of on-balance sheet and off-balance sheet assets and liabilities, due to market price fluctuations
■ Default by a customer and an associated liquidity squeeze
3. Business risk
■ Market share loss in European trading markets
▪ The return of the European government debt crisis
■ Implementation of a financial transaction tax
Risks which could jeopardise the Group's continued existence could arise only from a combination
of extreme events that have a very low probability:
Cyber attacks
■Failure of a trading system over several days, in a highly volatile market environment
Required economic capital by segment
as at 31 December 2017
7%
Xetra
8%
Market Data +
Services
40%
Clearstream
C
45%
Eurex
Earnings at risk by segment
as at 31 December 2017
■ Simultaneous default of multiple large banks with systemic relevance
■ Utilisation of multiple
suppliers
Deutsche Börse Group financial report 2017
Risk report
■ Participation in clearing fund
■ Outstanding liabilities
Market risk
■ For securities
■ For pension provisions
■In case of balance-sheet currency
mismatches
Liquidity risk
■ Customer default
■ Payment obligations
■ Repayment of customer deposits
105
106
Deutsche Börse Group financial report 2017
Credit risk
■ In securities lending
Credit risk describes the danger that a counterparty might not meet its contractual obligations, or not
meet them in full. Measurement criteria include the degree to which the credit line has been utilised, the
collateral deposited and concentration risk. Although Clearstream and Eurex Clearing AG often have
short-term claims against counterparties totalling several billion euros overall, these are secured in most
cases by collateral deposited by the market participants. Moreover, the Group regularly evaluates the
reliability of its emergency plans at Clearstream and Eurex Clearing AG in the event of client defaults,
and the resulting credit risk.
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. First, credit is extended
solely on a very short-term basis, normally for less than a day. Second, it is largely collateralised and
granted to clients with high creditworthiness. Furthermore, the credit lines granted can be revoked at
any time.
Under 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. As a central counter-
party, it steps in between transactional counterparties. Through offsetting mutual claims and requiring
clearing members to post collateral, Eurex Clearing AG mitigates its clients' credit risk exposure.
To date, no default by a client with a secured credit line has resulted in financial losses. Deutsche Börse
Group continues to view the probability that one of its customers 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 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. If several large, systemically relevant
banks were to default simultaneously, the financial impact might be significant. The probability of this
scenario is considered to be very low.
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 belonging to Group
companies as well as Clearstream and Eurex Clearing AG customers. To date, counterparty default has
not led to any loss for the Group. The probability that the default of a counterparty to an uncol-lateralised
cash investment could lead to a loss is considered to be low, the financial loss itself could have a
medium impact.
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active
in the currency where losses were incurred. The maximum amount which each clearing member will
have to contribute in this manner is the total amount such clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
■ Force majeure
Executive and Supervisory Boards | Management report | Financial statements | Notes
■Flawed data supply
■Legal violations
■ Weather catastrophes
■ Internal fraud
■ Terror
■ External fraud
99
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending 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 BBB- by the
Standard & Poor's 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.
cash investments
97
■ For collateralised and uncollateralised
customer credits
104
■ For collateralised and uncollateralised
In 2015, Group Information Security launched an extensive Group-wide programme designed to raise
staff awareness for the responsible handling of information and to improve staff conduct in this aspect.
Furthermore, Deutsche Börse Group has been a full member of national associations (Cyber
Security Sharing and Analytics, CSSA), trade associations (World Federation of Exchanges) and
international networks (Financial Services Information Sharing and Analysis Center, FS-ISAC) which
contribute significantly towards a forward-looking stance vis-à-vis cyber threats, and the development
of strategies to fend off such threats.
Besides the traditional “second line of defence" function (that is, to monitor whether requirements con-
cerning information security and the related risk management are being adhered to), information security
also monitors the systemic integration of (and adherence to) security functions, within the scope of
product and application development.
Information security attacks and cybercrime represent operational risks for Deutsche Börse Group.
Cybercrime is increasingly becoming a focus for organised crime and now features high on the list of
crime statistics year after year. It is a threat to all financial services providers, to credit institutions and
to Deutsche Börse Group. Due to the growing danger from cyber criminals and increasing regulatory
requirements, the Group is focused on mitigating these specific risks and expanding its information
security measures. Besides mitigating availability risks, these serve in particular to reduce the risk of loss
of confidential information or of transaction integrity, or the risk of the authenticity of information being
compromised – hence, to preserve Deutsche Börse Group's integrity as a transaction services provider.
In this connection, the Group has extended its procedures to quantify information security risks and has
specified them in more detail, in order to facilitate implementation of targeted counter-measures. This
also encompasses all measures taken within the scope of cyber security and cyber resilience (i.e. to
boost the robustness of procedures, applications and technologies against cyber-attacks).
Information security
▪ Executable: the employees must be familiar with the emergency procedure and be able to execute it.
■ Timely: emergency measures must ensure that operations restart within the intended time period.
■ Functionally effective: the measures must be technically successful.
Deutsche Börse Group financial report 2017
Physical security
Deutsche Börse Group places great importance on physical security issues. Corporate Security has
developed an integral security concept to protect the company, its employees and values from external
attacks. A highly qualified security staff assess the security situation at Deutsche Börse Group's locations
permanently and are in close contact with local authorities and security departments of other companies.
In an increasingly competitive global market environment, know-how and confidential company infor-
mation bear the potential of a major financial advantage to outsiders or competitors. Deutsche Börse
applies state-of-the-art technology to prevent its knowledge from being obtained illegally, e.g. through
wiretapping. Furthermore, Corporate Security is tasked with providing support to employees while they
are travelling or on foreign assignment. In this context, a world-wide travel security programme was
established, supported by a travel-tracking system.
Insurance policies
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. The insurance policies are checked
individually and are approved by Deutsche Börse AG's Chief Financial Officer.
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects and
assesses threats from cybercrime in cooperation with national and international financial intelligence
units at an early stage and coordinates risk mitigation measures in cooperation with the business areas.
Moreover, procedures based on the ISO 27001 industry standard and the NIST Cyber Security
Framework were established in order to bring Deutsche Börse Group's information security measures
continuously into line with growing – and permanently changing – requirements, and to anticipate
regulatory requirements at an early stage. Since parts of Deutsche Börse Group (specifically, securities
settlement and custody services) are subject to regulations under the IT-Sicherheitsgesetz (German IT
Security Act), the Group has been conducting a detailed exchange of information in current cyber-risks
with the German Federal IT Security Authority (BSI) since 2016.
The compliance function, in cooperation with individual business segments, has the task of ensuring as
a general matter that regulatory requirements are observed, and of protecting the Group against a variety
of monetary and non-monetary risks, such as reputational damage in the markets it serves, in the view
of supervisory authorities, or the general public. Whilst endowed with appropriate autonomy from the
business units, the compliance function nonetheless fulfils its mandate as an enabler of business, to
allow the latter to focus on the clients and markets the Group wishes to serve. Compliance has to take
the necessary steps to systematically and pre-emptively mitigate compliance risks. This requires the
identification of compliance risks, and a risk-based assessment of appropriate measures.
Credit risk
Financial risk
Compliance
Financial risk at Deutsche Börse Group
Deutsche Börse Group classifies its financial risk into credit, market and liquidity risk (see the
"Financial risk at Deutsche Börse Group" chart). At Group level, these risks account for about 23 per
cent of the entire risk profile (this information only includes credit and market risk; liquidity risk is not
quantified as part of the EC; see ☑note 36 to the consolidated financial statements). They primarily
apply to the Group's institutions. As a result, the following explanation focuses on Clearstream and Eurex
Clearing AG.
Financial risk
Over the last few years, Deutsche Börse Group has devoted itself to the development of market-leading
compliance standards. The Group promotes and reflects these standards across its entire product-related
value chain, particularly from the perspective of a leading global provider of financial markets infrastruc-
ture. As a key next step, designed to exploit Group-wide synergies and to go beyond the scope of
supervisory requirements, Group Compliance decided in 2017 to align Deutsche Börse Group's
compliance management system with the globally recognised ISO 19600 standard.
103
Since its products and services - as a provider of financial market infrastructures - are often focused on
other financial intermediaries, Deutsche Börse Group's cooperative approach seeks to raise the standards
throughout the industry and enhance the integrity of financial markets for all participants. One of the
results of these efforts was the development of the Financial Crime Compliance Principles for Securities
Custody and Settlement, by the International Securities Services Association (ISSA). Deutsche Börse
Group and Clearstream continue to promote this project. Senior Group Compliance officers are active
participants in national and international working groups such as the above mentioned, seeking to
define and promote adoption of consistent industry standards.
Deutsche Börse Group's compliance function has been consistently strengthened over recent years. As a
further step in the enhancement of Group compliance over the past few years, in the course of 2017,
the Group significantly increased its dedicated compliance personnel in major offices around the world
with the objective of coordinating and strengthening the alignment between compliance officers, control
functions of individual business areas and other control functions as required by supervisory bodies.
This close alignment forms a solid second line of defence. In order to be able to act pre-emptively and to
mitigate the compliance risks referred to above, the Group continues to invest into the acquisition and
further development of IT tools. This provides validated data sources, upon which the Group can
consistently and appropriately respond to compliance risks. During 2017, the focus was to review trends
and patterns in order to identify statistical anomalies that might be indicators of compliance risks.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Group Compliance continuously promotes awareness of the importance of regulation-compliant and
ethically correct conduct, as well as integrity amongst all Deutsche Börse Group employees. For
instance, emphasis and attention regarding compliance-relevant aspects has been increased throughout
all business areas, including Deutsche Börse Group's control functions required according to supervisory
requirements.
Deutsche Börse Group pursues an enterprise-wide approach to its compliance function, ensuring that
applicable laws and regulatory requirements are followed with respect to individual legal entities. Under
applicable law, the compliance functions of the individual Group entities report to the respective member
of the Executive Board responsible for Compliance. Moreover, the compliance functions and their staff
report directly to the Group Chief Compliance Officer via a uniform reporting structure. Wherever possible,
Deutsche Börse Group's compliance follows a synergistic and holistic approach by applying Group-wide
compliance regulations and standards, with the objective of ensuring that the related concepts are
spread throughout the Group.
Risk report
Deutsche Börse Group also improved its due diligence procedures with respect to clients, market
participants, counterparties and business partners. As far as possible, the compliance function follows
a strongly centralised approach. This guarantees the continuous monitoring of compliance risks with
respect to clients served by multiple legal entities within Deutsche Börse Group.
115
Deutsche Börse AG successfully explored a new asset class - foreign-exchange trading - with the full
acquisition of 360T. 360T® is a leading, globally active foreign-exchange trading platform which has
generated double-digit annual growth rates almost continually since its inception in 2000. The broad
client base of 360T includes corporate and buy-side clients as well as banks. The acquisition of 360T
by Deutsche Börse is expected to further boost the company's organic growth momentum. In the
medium-term horizon, the combination offers the potential for revenue synergies in the range of an
eight-figure sum (in euros), with 360T using Deutsche Börse Group's international sales network and
expertise to grow business, especially through the introduction of electronic trading in order to further
improve liquidity and transparency in Q3/2017. To date, regulatory obligations such as EMIR have not
yet been expanded to cover the foreign-exchange market. If this were to happen, Deutsche Börse Group
would be able to tap further growth opportunities from its extensive portfolio of products and services it
offers in the context of regulatory requirements. For instance, in the first half of 2018, the Group plans
to establish a foreign-exchange clearing house in order to service the fundamental demand for capital-
efficient solutions. Thanks to its leading position, 360T further benefits from a structural trend. Even
Expansion into foreign-exchange trading (360T)
Trading and clearing of power and gas products (EEX)
Deutsche Börse Group financial report 2017
Moreover, Brexit - and the associated uncertainty as to whether clearing houses outside the scope of EU
regulation will still be permitted to clear euro-denominated interest rate swaps in the future - offers
another opportunity to build market share in this product area. Against this background, Eurex Clearing
created an alternative for clearing interest rate swaps within the EU, through its partner programme
announced in November 2017, which has met with broad market acceptance. By the beginning of
February 2018, 25 market participants from the US, the UK, Asia and Continental Europe had already
opted to participate in the programme.
transactions entered into by these clients has been subject to mandatory clearing since the start of
phase 2 on 21 December 2016. As expected, clearing volumes in OTC interest rate derivatives rose
significantly in 2017. The Group expects this trend to accelerate further in 2018.
Report on opportunities
116
With the acquisition of a majority stake in European Energy Exchange AG (EEX), based in Leipzig,
Deutsche Börse Group expanded its product range to include trading and clearing of spot and derivatives
contracts on power and gas as well as emission certificates - in order to benefit from markedly higher
demand for energy trading and clearing services. The double-digit growth rates which the Group has
achieved since then have been the result of external growth but also reflect structural organic growth
which Deutsche Börse Group has been able to exploit, thanks to its good position. For instance, EEX has
evolved into the central marketplace for energy, energy-related and commodities products in Continental
Europe; its product range includes the markets in Germany, France, the Netherlands, Belgium, Italy and
Spain. EEX also generated organic growth, especially in the power and gas business. While this growth
momentum is based on the changing importance of renewable energy sources - wind power in
particular - for power generation, the resulting gains are difficult to predict, also due to the strong
fragmentation of the European energy market, and the fact that market participants predominantly trade
off-exchange. Given this high degree of fragmentation, as well as the inefficiency of OTC markets,
demand for on-exchange trading and clearing solutions for such transactions has been growing over
recent years. While OTC trading clearly continues to be the bigger market, EEX was able to significantly
increase market share in recent years. At the end of 2017, it amounted to around 30 per cent. EEX
continues to anticipate strong demand for efficient trading and clearing solutions for the energy markets,
and resulting structural growth.
■ An obligation to report the transactions to a trade repository
The obligation for market participants to comply with EMIR requirements kicked in on 21 June 2016,
with the first of four phases. Preparing for mandatory clearing, Eurex Clearing AG has developed a
central counterparty to clear OTC derivatives. The offering, which may later be extended to other asset
classes, is aimed primarily at institutional customers and the interest rate swaps they enter into. It
especially focuses 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. The majority of
■ An obligation to clear standardised OTC derivatives transactions using a central counterparty
Special risk management requirements for transactions in non-standardised derivatives
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the failure to settle bilateral OTC transactions that were mainly entered into on an unsecured basis. In
light of this, the leading industrialised nations (G20) agreed to create an effective regulatory environment
to make off-exchange derivatives transactions more transparent and more secure. In response, the
European Union developed the European Market Infrastructure Regulation (EMIR), which is aimed at
regulating OTC trading in derivatives. EMIR includes the following regulatory requirements:
Clearing of OTC derivatives
The focus of Deutsche Börse Group's structural growth potential is on product- and service-driven
initiatives designed to satisfy new client needs as well as regulatory requirements. In order to ensure the
Group is optimally positioned and in order to explore new opportunities, the Group already has gradually
realigned its organisational structure with its growth strategy. Moreover, it regularly examines options for
growth in high-potential asset classes, products or services - organically or through external acquisitions
and cooperations.
Structural growth opportunities
When assessing organic growth opportunities, Deutsche Börse Group makes a basic distinction between
structural and cyclical opportunities. Structural opportunities arise, for example, as a result of regulatory
changes or new customer requirements, and can be influenced directly by the company. Cyclical oppor-
tunities cannot be influenced directly by the company and are driven by macroeconomic changes. In
addition, the Group intends to seize opportunities arising as a result of the technological transformation.
Organic growth opportunities
Deutsche Börse Group financial report 2017
114
though, at present, the vast majority of daily foreign-exchange trading volumes are executed off-
exchange, demand for transparent, electronic multi-bank trading platforms such as 360T is rising. By
combining the skills and experience of 360T in foreign-exchange trading with Deutsche Börse's IT
competence, the Group will be able to explore the resulting revenue potential.
Executive and Supervisory Boards | Management report | Financial statements | Notes
The Group anticipates the strongest revenue increases in its Eurex segment. Among other things, this is
due to the clearing of over-the-counter (OTC) derivatives and further growth in the trading of power and
gas products. 360 Treasury Systems (360T) will also provide a contribution to net revenue growth in
this segment. In the Clearstream segment, the focus is on developing the investment funds business,
cross-border securities settlements via TARGET2-Securities (T2S), as well as collateral and liquidity
management. The growth focus in the Market Data + Services segment is on the expansion of the index
business. The business potential of the above-mentioned initiatives are described in more detail below.
Project risk
Clients of Deutsche Börse Group can use Clearstream's settlement and custody services for their entire
fund portfolio covering traditional investment funds, exchange-traded funds (ETFs) as well as hedge
funds. Given that regulatory authorities demand more efficient settlement and custody solutions in order
to achieve a maximum safety level for customer assets, the Group anticipates that it will acquire
additional client portfolios.
Outlook
Deutsche Börse AG's Executive Board is convinced that the risk management system is effective. The
Board continues to strengthen the system and the control function responsible for it. The Group-wide
strategy to capture and manage risk, which focuses on risk appetite, forms the basis for internal risk
management. It is codified in the three principles described in the "Risk strategy and risk
management" section.
As at 31 December 2017, the Group's EC amounted to €2,362 million, a 15 per cent increase year-on-
year (31 December 2016: €2,056 million). The available risk-bearing capacity increased by 8 per cent
to €4,128 million year-on-year (31 December 2016: €3,810 million). EaR as at 31 December 2017
were €812 million, while risk appetite was €1,399 million, based on the adjusted budgeted EBIT in
2017.
Additional external risk factors emerged for Deutsche Börse Group's business in the past financial year,
including in particular increased operational risk in the fields of cybercrime and taxes. That is also why
the Group's risk profile increased in total. Deutsche Börse Group's risks were covered by sufficient risk-
bearing capacity at all times during the reporting period, i.e. the allocated risk appetite limits were
complied with.
Summary
Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and
regularly reviews the entire Group's risk situation. Its summary of the situation in 2017 is given here,
and is followed by a brief look at the coming financial year.
Overall assessment of the risk situation by the Executive Board
Reporting Hub are designed to support clients in their compliance with the new framework. Ultimately,
project risk has an operational, financial and business impact, which is why it is quantified as part of
these risk types. Ongoing monitoring and checks ensure that project risk is continually analysed and
evaluated.
Deutsche Börse Group financial report 2017
112
111
Cross-border settlement of investment funds
Project risk could result from the implementation of ongoing projects (such as the launch of new
products, processes or systems) and could have a material impact on one or more of the three other risk
categories (operational, financial and business risk). Project risk is not broken down further. Such risks
are evaluated by the project owner and GRM and are already taken into account in the initial phase of
substantial projects. Throughout 2017, regulatory changes brought about by the amended Markets in
Financial Instruments Directive (MiFID II) and the Central Securities Depository Regulation (CSDR)
continued to have a major impact on the project portfolio. While these projects need to ascertain
Deutsche Börse Group's compliance with new regulatory requirements, initiatives such as the Regulatory
Additional business risk may arise from regulatory requirements, or from the economic environment.
For example, the introduction of a financial transaction tax, which continues to be supported by ten
European states, might have a negative impact upon Deutsche Börse Group's business activities.
Moreover, the UK's exit from the European Union might negatively affect clients' trading activity, or even -
depending on the progress of the Brexit negotiations - involve regulatory disadvantages. A sustained
period of weak trading activity on the market, after a significant downturn on the equity markets, for
example, also represents a risk to the Group. Deutsche Börse Group simulates different scenarios in
stress tests. These take into account the simultaneous occurrence of different business risk, such as the
negative effects of stronger competition combined with a simultaneous loss of business due to new
regulations.
If a state were to leave the eurozone or if a state were to become insolvent, this could mean that
government bonds would not be redeemed or only would be redeemed in part. This might have a
negative influence on Deutsche Börse Group's customers and reduce their trading volume in the future.
Currently, the Group still views the probability of this risk occurring as low, and the possible
consequences as medium.
Business risk includes the risk that competitors, such as the exchanges CurveGlobal and Intercon-
tinental Exchange (ICE) or Euronext, might increase their market shares on the European trading markets
(both on- and off-exchange). Deutsche Börse Group estimates the probability of a minor loss in market
share as medium but the resulting impact to be relatively low.
Business risk reflects the fact that the Group depends on macroeconomic developments and is
influenced by other external events, such as changes in the competitive environment or regulatory
initiatives. It therefore expresses the risks associated with the Group's business environment and sector.
It also includes business strategy risk, i.e. the impact of risks on the business strategy and possible
adjustments to it. These business risks are represented as variance analyses of planned and actual EBIT,
and are monitored constantly by the divisions. They account for about 11 per cent of the Group's total
risk. Business risk may result in revenues lagging budget projections or in costs being higher.
Business risk
Deutsche Börse Group's objective in its index business is to re-position its established European index
provider STOXX with a global profile, in order to develop further indices (on top of its DAX® and STOXX®
index families) and to market them on a worldwide basis. The goal is to acquire new client groups, both
within Europe as well as in Asia and the Americas, through diversification. In addition, the Group will
position its index business to better exploit the structural trend towards passive investment products
(ETFs). An increasing number of private clients and asset managers now follow this trend; not only are
the costs lower, but many active investment strategies have been returning under-average performance.
Expansion of the index business
Clearstream's collateral and liquidity management offering, developed as part of its Global Liquidity Hub
growth initiative, helps customers cope with the structural changes they are facing, such as those
resulting from the additional liquidity requirements under Basel III and the clearing obligations under
EMIR which came into force in December 2015. The Global Liquidity Hub allows banks to use the
assets held in custody by Clearstream on their behalf more efficiently across different platforms and
countries.
Collateral and liquidity management
Initiated by the ECB, the purpose of the T2S project is to harmonise cross-border securities settlement
using central bank funds across Europe. For Deutsche Börse Group, this holds the opportunity of
winning new clients for Clearstream's innovative services, such as global liquidity management.
Furthermore, the Group expects higher custody volumes and new services from T2S, which can only be
provided through Clearstream via its integrated international central securities depository (ICSD).
Clearstream has been connected to T2S within the scope of the fourth migration wave in February
2017. Since then, clients have been able to use Clearstream as a central point of access for domestic
and international settlements, both in central bank and commercial bank funds. National central
securities depositories (CSDs) - Clearstream Banking AG in Germany and LuxCSD S.A. in Luxembourg -
offer their clients T2S settlements at ECB terms, without any mark-up. Full interoperability between
national and international CSDs will enhance liquidity and collateral management.
Cross-border securities settlement (T2S)
113
Furthermore, supervision of growth initiatives is supported by regular reporting. This report is
coordinated by central functions and created in cooperation with the individual projects from the
business areas and compares planned costs with actual budget utilisation. In addition, the financial
planning is adjusted, forecasts are updated and changes to the scope of the project are made
transparent. Checks are made to establish whether milestones have been reached and whether project-
specific risks and the countermeasures taken are described.
To consider different scenarios, regular stress tests are being carried out to examine the liquidity risk
exposure of Clearstream and Eurex Clearing AG. Risks identified in the course of stress tests carried out
during the 2017 financial year were analysed further, and corresponding risk-reduction measures
initiated.
Budgeting for growth initiatives involves reserving a full-year budget comprising expenditures and
expenses for each selected growth initiative included in the investment portfolio. The Group Project
Committee (GPC) monitors progress of growth initiatives throughout the year, checking and overseeing
projects on a regular basis. In this context, the GPC focuses on whether defined milestones have been
reached, on the potential impact of changes in the competitive environment on commercial
performance, and on the utilisation of budgets compared to planning.
fulfil its duties including the duty to provide additional funds of up to €300 million, as mentioned
before. The maximum amount to be provided under the Letter of Comfort amounts to €600 million,
including payments already made. Third parties are not entitled to any rights under the Letter of
Comfort.
-
■ In addition, Deutsche Börse AG has issued a Letter of Comfort in favour of Eurex Clearing AG. With this
Letter of Comfort, Deutsche Börse AG commits to provide the funds to Eurex Clearing AG required to
Risk report
Executive and Supervisory Boards | Management report | Financial statements | Notes
Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon.
■ Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory equity would
be used.
Any remaining shortfall would initially be covered by a contribution to the clearing fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €150 million as at 31 December 2017.
Only then would the other clearing members' contributions to the clearing fund be used
proportionately. As at 31 December 2017, aggregate clearing fund contribution requirements for all
clearing members of Eurex Clearing AG amounted to €3,193.1 million. After the contributions have
been used in full, Eurex Clearing AG can request additional contributions from each clearing member,
which can be at most twice as high as their original clearing fund contributions. In parallel to these
additional contributions, Eurex Clearing AG provides additional funds of up to €300 million, provided
via a Letter of Comfort from Deutsche Börse AG (see below). These additional funds will be used
together with the additional clearing member contributions, on a pro-rata basis.
"
■ After this, the relevant clearing member's contribution to the clearing fund would be used to cover the
open amount. Contributions ranged from €1 million to €399 million as at 31 December 2017.
Any potential shortfall that might be incurred in connection with such a closing or cash settlement, as
well as the associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2017, collateral amounting to €47,912.9 million had
been provided for the benefit of Eurex Clearing AG (after haircuts).
"
■ First, the relevant clearing member's outstanding positions and transactions 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.
In addition to the margins for current transactions, each clearing member contributes to a clearing fund,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial
consequences of a default by a clearing member to the extent that this cannot be covered by the
member's individual margin, and its own and Eurex Clearing AG's contributions to the clearing fund.
Eurex Clearing AG uses regular stress tests to check whether its clearing fund matches 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 individual margins, the impact on the clearing fund of a potential default is
simulated. Eurex Clearing AG has defined limits which, when exceeded, trigger an immediate
adjustment to the size 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 a delay in
performance or a default:
Prisma method, which is already available for all derivative contracts traded. The method takes the
clearing member's entire portfolio as well as historical and stress scenarios - into account when
calculating margin requirements. The objective is to cover market fluctuations for the entire liquidation
period until the account is settled. At present, the risk-based margining method is still used for cash
market products, physical deliveries, as well as for securities lending and repo transactions. The Prisma
method is set to fully replace risk-based margining in the future.
Deutsche Börse Group financial report 2017
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107
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a
clearing member against any risk that the value of the positions in the member's account will deteriorate
in the period before the account is settled. This additional collateral is known as the initial margin. The
target confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for
exchange-traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions.
Eurex Clearing AG checks regularly whether the margins match the requested confidence level: initial
margin is currently calculated using the legacy risk-based margining method, and the Eurex Clearing
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial instru-
ments. The purpose of these margins is to offset gains and losses.
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 uses haircuts with a confidence level of at least 99.9 per cent
to cover market risk. It applies an additional haircut to securities from issuers in high-risk countries or
excludes them from being furnished as collateral altogether. 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.
Each clearing member must prove that it has capital equal to at least the amounts that Eurex Clearing
AG has defined for the different markets. The amount of capital for which evidence must be provided
depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default before
settling open transactions, 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.
Safety for both participants and the clearing house
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.
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterparties
to an investment before entering into a business relationship with them. The companies do this in the
same way: they determine the size of 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 depending on the risk involved, and continually review their appropriateness. They
include all relevant risk factors when determining the haircut and allocate a specific deduction to each.
The total haircut is calculated by adding together the individual margins for the risk factors concerned.
Reducing credit risk
Executive and Supervisory Boards | Management report | Financial statements | Notes
Risk report
In the event of default by a clearing member, Eurex Clearing AG triggers its tried-and-tested Default
Management Process (DMP), in order to rebalance the central counterparty. This will not only contribute
to the security and integrity of capital markets, but will also protect non-defaulted clearing members from
any negative effects resulting from the default.
Where budget adjustments are required during the course of the year, project management must first
submit a corresponding application to the GPC. The GPC may also recommend adjustments to full-year
budgeted funds, to bring them into line with general business developments. Where needed, this also
provides for the opportunity to approve new growth initiatives during the course of the year.
Essentially, within the DMP framework, products which share similar risk characteristics are assigned to
liquidation groups that are liquidated using the same process. Within a liquidation group, Eurex Clearing
AG will balance its position by transferring defaulted positions to other clearing members, either via an
auction or by way of bilateral independent sales.
Historically, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard &
MetallBank (2002), Lehman Brothers (2008), MF Global (2011), and Maple Bank (2016).
Once a business plan and profitability analysis have been prepared for a specific growth initiative, the
Executive Board of Deutsche Börse AG decides on its implementation. This decision is taken as part of
the annual budget planning process. The initiatives that, after taking into consideration the associated
risks, add the most value and that can be financed from the budget allocated are selected by the
Executive Board and included in the budget.
Ideas for growth initiatives are developed further using uniform, Group-wide templates and subjected
to a profitability analysis. Qualitative aspects are documented in a business plan, and expenses and
revenues are projected in detail for multiple years.
Deutsche Börse Group evaluates organic growth opportunities both on an ongoing basis throughout the
year in the individual business areas and systematically at Group level as part of its annual budget
planning process. Suggestions from the Group's business areas for new products, services or technolo-
gies serve as the starting point. The process begins with a careful analysis of the market environment:
this considers both customer wishes and factors such as market developments, competitors and
regulatory changes.
success.
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportunities
as early as possible and to take appropriate measures in order to transform opportunities into business
Organisation of opportunities management
Report on opportunities
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on opportunities
In 2018, the aim is to further strengthen Group-wide risk management – with a focus on further
improving collaboration with other central and control functions within the Group. On the one hand,
this will be achieved through a harmonisation of Group-wide documentation and control processes,
enhancing their efficiency and quality at the same time. On the other hand, a cross-divisional initiative
will be launched to strengthen the risk culture within the company - for example, through training
courses designed to promote the conscious management of risks. Furthermore, business continuity
precautions are set to be expanded, to account for emergencies or crises.
Deutsche Börse Group continually assesses its risk situation. Based on stress tests, on the required EC,
which was calculated, and on the risk management system, Deutsche Börse AG's Executive Board
concludes that the available risk cover amount is sufficient. Furthermore, it cannot identify any risk that
could endanger the Group's existence as a going concern.
A decline in market liquidity, following a counterparty default, would further increase Deutsche Börse
Group's liquidity risk exposure. On a daily basis, Clearstream and Eurex Clearing AG calculate their
liquidity needs which would result from a default of their two biggest clients, and maintain sufficient
liquidity in order to cover the liquidity needs determined.
Risk report
Executive and Supervisory Boards | Management report | Financial statements | Notes
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 customer defaults, the -
generally collateralised and intraday - credit line granted to increase settlement efficiency would be
called in, and the collateral provided by the client could then be liquidated. Deutsche Börse Group
estimates the probability of this liquidity risk to be low, with the possibility of medium financial losses.
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facilities.
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, 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 Luxembourg.
Liquidity risk applies if a Deutsche Börse Group company is unable to meet its daily payment obligations
or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met primarily
internally by retaining funds generated. The aim is to maintain enough liquidity to meet operating costs
for one quarter (currently between €150 million and €250 million). An intra-Group cash pool is used to
pool surplus cash from subsidiaries on a Deutsche Börse AG level, as far as regulatory and legal
provisions allow. 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 recent years, Deutsche
Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to meet its
structural financing needs.
Liquidity risk
Clearstream and Eurex Clearing AG invest parts of their equity in securities with the highest credit
quality. The majority of these securities have a variable interest rate, with a low sensitivity to interest rate
fluctuations. The Group avoids open currency positions whenever possible. Furthermore, market risk
could result from Deutsche Börse Group's ring-fenced pension plan assets (Contractual Trust
Arrangement (CTA), Clearstream pension plan in Luxembourg). The Group reduced its risk of extreme
losses by deciding to invest a predominant proportion of the CTA on the basis of a value preservation
mechanism.
Market risk include risks of a reverse development of interest rates, exchange rates or other market
prices. Deutsche Börse Group measures these risks using Monte Carlo simulations based on historical
price data, as well as corresponding stress tests.
Market risk
Deutsche Börse Group tracks a variety of risk indicators in addition to its risk measures (EC, EaR and the
credit risk stress tests performed). These include the extent to which individual clients utilise their credit
lines, and credit concentrations.
Deutsche Börse Group financial report 2017
110
109
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios such as the default of their
largest counterparty. The figures determined in this way are compared with the limits defined as part of
the companies' 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 Clearstream
Banking S.A.'s credit risk exposure from the settlement procedure with Euroclear. Moreover, inverse
stress tests are run to determine the number of counterparties that would have to default for losses to
exceed the risk cover amount. In the course of the stress tests run in financial year 2017, the identified
risks have been further analysed and appropriate measures to reduce risk have been implemented.
In all of the cases mentioned above, the funds pledged as collateral by the defaulted clearing member
were sufficient to cover losses incurred upon closing out positions - in fact, a significant portion of
resources was returned to the defaulted clearing member.
Potential losses which may result from a clearing member's default, and which exceed the resources of
the defaulted clearing member, are covered via a “waterfall” consisting of multiple lines of defence. Eurex
Clearing AG's own contribution is first in line, before the mutual clearing fund - or any other funds seg-
mented along the risk-weighted liquidation groups - are drawn upon to cover losses.
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties, all with a high credit quality, by
defining investment limits for each counterparty and by investing funds primarily 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. Since extending its licence as an
investment and credit institution under the Kreditwesengesetz (German Banking Act), Eurex Clearing AG
can also use Deutsche Bundesbank's permanent facilities.
In addition to these initiatives, the Group has identified a number of other structural factors that should
have a positive impact on its business success.
Other structural growth opportunities
Deutsche Börse AG is the parent company of Deutsche Börse Group. Its business activities primarily
comprise its cash and derivatives markets, as well as the areas of Information Technology and Market
Data Services. The performance of the Clearstream segment is primarily reflected in Deutsche Börse
AG's business performance via a profit and loss transfer agreement with Clearstream Holding AG. In
view of this, Deutsche Börse AG's business and operating environment is essentially the same as that
of Deutsche Börse Group; this is described in the "Macroeconomic and sector-specific environment"
section.
The report on expected developments describes Deutsche Börse Group's expected performance in
financial year 2018. 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 corporate 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 its financial results, many of them outside the
company's control. Should opportunities, risks or uncertainties materialise or should one of the
assumptions made turn out to be incorrect, the Group's actual performance could deviate either posi-
tively or negatively from the expectations and assumptions contained in the forward-looking state-
ments and information contained in this report on expected developments.
Developments in the operating environment
Macroeconomic environment
Deutsche Börse Group anticipates that the global economy will further grow moderately during the
forecast period. In the case of the emerging markets, the Group expects that countries with a current
account surplus will expand at an above-average rate. Due to cyclical as well as structural factors, these
countries will no longer be able to achieve the high growth rates seen in the past. Moreover, the Group
expects a continued recovery of developed economies, with growth rates set to rise compared to previous
years. Looking at Europe, the Group expects further improvement of the economic situation, driven by
developments in Germany and France, the two largest economies. Against this generally positive
background, the Group assumes that market participants will have more confidence in the capital
markets compared to the previous year, which was marked events such as the French presidential
elections, the very slow progress in negotiations concerning the terms for the UK's impending exit from
the EU, or disillusionment in the US following the November 2016 elections. However, current
uncertainties could once again upset the markets. These include geopolitical crises, the development of
commodity prices, monetary policy moves by the Federal Reserve (Fed) in the US and the European
Central Bank (ECB) in Europe, or a crisis of confidence in the growth of certain emerging market
countries, especially in Asia. It remains unclear as to how the UK's exit from the EU will work out, and
what the impact on markets will be. Regarding interest rate trends, the Group does not expect to see any
fundamental departure from the current low interest rate policy in Europe. While the monthly volumes
of the ECB's bond-buying programme will be further reduced and the programme is set to expire in
September 2018, the deposit rate is expected to remain at -0.4 per cent. In the absence of any material
impact of this monetary policy on cash and derivatives markets trading volumes during 2017, the Group
does not expect any such stimulus for 2018 either. The turnaround in US interest rates continued in
2017, and we expect further hikes in 2018 - provided that the economy (and inflation) accelerate
further.
119
120
Deutsche Börse Group financial report 2017
In its economic development forecast published in January 2018, the International Monetary Fund
(IMF) predicted economic growth of around 2.2 per cent in the eurozone and growth of around 2.3 per
cent in Germany for the year 2018. Expectations for the United States are slightly higher than for the
eurozone: the US economy is forecast to grow by around 2.7 per cent. The highest growth by far in
2018 approximately 6.5 per cent - is again expected in Asian countries (especially India and China),
due to expected high domestic demand. Given the extremely varied estimates for the different economic
regions, global economic growth is projected to be around 3.9 per cent in 2018.
Regulatory environment
Governments and central banks are currently working to enhance regulation of the financial markets so
as to stabilise the financial sector and prevent future crises of the magnitude already experienced. The
initiated measures, and in some cases already implemented, range from revising the legal framework for
banking business and capital adequacy requirements through rules for clearing over-the-counter (OTC)
derivatives transactions down to improving financial market supervision (for more information, please
see the "Regulatory environment" section of the report on economic position). For Deutsche Börse
Group's customers, the ultimate impact of these far-reaching regulatory reform projects on market
structures and business models is difficult to gauge accurately at present. Deutsche Börse anticipates
that this uncertainty will continue to weigh on market participants' business activities during the forecast
period. For the Group itself, the various regulatory projects will have both positive and negative conse-
quences. Overall, however, the Group sees the changing regulatory environment as an opportunity to
expand its business further; see the ☑report on opportunities for further details.
In addition to the structural opportunities arising from regulation, the Group expects to see further debate
in the forecast period on the potential introduction of a financial transaction tax. The introduction of a
financial transaction tax will continue to be pursued in 2018 by a number of EU Member States, which
have formed an alliance to achieve greater cooperation. The introduction of such a tax would negatively
impact Deutsche Börse Group's business performance. Since the ten Member States concerned have
been unable to date to reach agreement on the tax base, tax rates and technical collection and remit-
tance methods, it is not possible to gauge the concrete impact on the Group's business.
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 over
the medium and long term. This expectation is based on, among other things, the growth opportunities
that the company intends to exploit over these periods. The Group expects net revenue to increase
further in the forecast period. This assumption is based on two main factors. Firstly, a further slight
increase in economic growth could improve investor confidence, and motivate US investors to continue
to return to European markets. Moreover, market speculation on interest rate developments in the US
and Europe may boost trading activity in interest rate derivatives at Eurex derivatives exchange – whilst
higher or increasing US interest rates could lead to a further increase in net interest income from the
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on expected developments
banking business in 2018. Secondly, the Group expects a further increase of the contribution from its
structural growth initiatives as well as from new growth opportunities (for details, please refer to the
report on opportunities).
In financial year 2018, Deutsche Börse Group expects net revenue growth of at least 5 per cent from
structural opportunities as well as from the success of new products and functionalities. At the same
time, the Group expects the cyclical economic environment to develop in such a way that net revenue
will not decrease, at least, in those business areas that depend on cyclical factors. Net revenue growth
expected during the forecast period is based on net revenue of around €2,462.3 million achieved in
2017.
Even if, contrary to expectations, the operating environment turns out to be worse than described above,
and clients were to scale back their business activities, particularly in the Group's business divisions
which depend upon trading, Deutsche Börse Group believes it is in a position to continue to do business
profitably thanks to its successful business model and its cost discipline.
Within the scope of its growth strategy, Deutsche Börse Group pursues specific principles for managing
operating costs. The core element of these principles is to ensure the scalability of the Group's business
model. To this end, the Group continuously manages operating costs adjusted for non-recurring effects
relative to the development of net revenue. Essentially, the Group achieves the necessary flexibility in
managing operating costs through two different initiatives designed to enhance operating efficiency.
Firstly, the Group has implemented a continuous process to improve operating efficiency by focusing
even more on client needs in order to further enhance quality and efficiency of the services offered. At
the same time, Group-internal processes are simplified, generating costs savings. Secondly, the Group
resolved a series of structural cost reduction measures during the reporting period, and has already
commenced implementation. For instance, we reduced the number of external service providers. This
included the shift of tasks from external to internal staff, or the hiring of external service providers as
internal staff. In the year 2018 and beyond, the company's focus will include continuously increasing
efficiency through digitalisation, automation, and the use of cloud-based infrastructure. As at the
publication date of this combined management report, the company expects that operating costs will be
affected by non-recurring effects of some €80 million. The majority of these effects is attributable to the
integration of acquired companies, but also due to efficiency measures, restructuring and costs incurred
in connection with criminal proceedings against Clearstream Banking S.A. in the US.
Given the expected increase in net revenue driven by structural factors of at least 5 per cent, and further
given the scalability of the Group's business model and its efficient cost management, the Group
anticipates a growth rate of at least 10 per cent (excluding non-recurring effects) for net profit for the
period attributable to Deutsche Börse AG shareholders during the forecast period. This assumption is
based on an adjusted figure of €857.1 million for 2017.
With regard to the cyclical environment and structural growth initiatives, Deutsche Börse AG's expected
business development is based on the same factors that influence the expected business development of
Deutsche Börse Group as a whole. For 2018, the company expects sales revenue to be above the level
of the previous year by at least 5 per cent (2017: €1,348.0 million).
Report on expected developments
In addition, the company regularly explores external growth opportunities, which are subject 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 include
the takeover of Citco's hedge fund custody business, the majority interests in EEX, the full acquisition of
Powernext and the joint ventures STOXX including Indexium, as well as the full acquisition of 360T.
External growth opportunities
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on expected developments
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on opportunities
■ In January 2014, agreement was reached at a European level on the amended Markets in Financial
Instruments Directive (MiFID II). It came into force in January 2018: 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, a decision was taken to limit the volume of equities
traded in dark pools. The Group expects this restriction to have a positive impact on the volumes
traded on the cash market. The Group's Regulatory Reporting Hub went live at the beginning of
January 2018. Developed in cooperation with the Group's clients, the Hub offers a one-stop shop for
solutions, helping clients to fulfil their reporting duties under MiFID II. Altogether, more than 2,200
institutions have connected to the Regulatory Reporting Hub.
▪ Risk management is becoming more important in the wake of the financial crisis. The company
expects market participants to make greater use of Eurex Clearing's clearing services to net out
transactions in different asset classes and hence to eliminate counterparty risk.
■ In line with the European legal and administrative framework governing certain undertakings for
collective investment in transferable securities (UCITS V), the company expects that traditional
investment funds will increasingly include derivatives in their portfolio strategies. This could result in
additional business for the Eurex segment.
■ With respect to Clearstream's post-trade activities, the company anticipates a long-term increase in
capital raising through equity and debt financing on the capital markets. This ties in with 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, especially in the
international bond segment. In addition, given the growing internationalisation of the capital markets,
the company is continuing to expect a sharper rise in the bond volume issued internationally compared
with national bond issues.
Cyclical opportunities
In addition to its structural growth opportunities, Deutsche Börse Group has cyclical opportunities, for
instance as a result of positive macroeconomic developments. Although the company cannot influence
these cyclical opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit
for the period attributable to Deutsche Börse AG shareholders significantly in the medium term:
■ In the cash and derivatives market segments (Xetra and Eurex), sustained positive economic
development, a lasting rise in investor confidence in the capital markets leading to a renewed rise in
risk appetite among market participants and a sustained increase in market volatility could again
stimulate trading activity by market participants and boost trading volumes.
121
■The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
and if the spread between the various European government bonds continues to narrow.
■ 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.
117
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Deutsche Börse Group financial report 2017
Technological opportunities
New developments such as those related to artificial intelligence (AI), big data, robotics, or blockchain
technology, combined with the innovation potential of fintechs, are driving change in the financial
services sector. This new wave of technology might help overcome barriers to market harmonisation,
while creating new efficiency and mitigating risks. This development is expected to last for the next ten
years, with digitisation set to accelerate. The challenge for incumbent providers is in finding the right
way to open up new business models and innovative technologies.
Some consider blockchain as a disruptive technology - at present, the financial services sector is
evaluating the associated opportunities. Thanks to its decentralised nature, it facilitates direct interaction
between participants, thus offering the potential for simplifying complex processes. Established market
infrastructure providers such as Deutsche Börse Group, which covers the entire value chain from a
single source, play an important role when it comes to tapping this potential – meeting existing industry
standards at the same time. Besides legal and regulatory requirements, this involves adhering to security
standards, as well as limiting risks and ensuring cost efficiency.
As part of its corporate strategy, Deutsche Börse Group pursues a cooperative approach with regard to
new technological developments. This approach is designed to further strengthen the Group's leading
technological role, while gauging the potential of new technologies along the value chain (from the issue
of securities to trading, clearing, and settlement). Against this background, for example, the Group
developed various blockchain prototypes in cooperation with Deutsche Bundesbank, Eurex Clearing as
the central counterparty, and other central securities depositories, in order to showcase how this
technology might be applied to solve business issues. One of these prototypes involved a concept for the
risk-free transfer of commercial bank money, based on blockchain technology. The goal is to enhance
efficiency by integrating blockchain technology into the Group's post-trading infrastructure. Through
Deutsche Börse Group's central counterparty, it will be possible to reduce the credit risks involved in the
transfer of digital commercial bank money. Moreover, through the interface between Eurex Clearing and
Clearstream, the Group's central securities depository, the new concept could also contribute to
enhancing the efficiency of post-trading processes such as settlement services or asset servicing. Joining
forces with three other central securities depositories, the Group is also working on a blockchain-based
initiative designed to simplify the cross-border provision of securities collateral. The objective of this joint
initiative is to remove existing obstacles to the transfer of collateral between different countries, thus
making the process faster and more efficient.
Further Group projects are the newly created Content Lab, working on improving the use of data in
providing client services, and the Product Development Lab, which develops micro-services. Beyond
this, Deutsche Börse Group is currently examining whether to offer application programming interface
(API) connectivity to its systems, in order to use cloud technology to facilitate new data and analytical
offers to clients.
▪ While the company does not expect the ECB to change its low interest rate policy during the forecast
period, the US Federal Reserve might continue to gradually hike its key interest rates during 2018,
following the turnaround of its policy. Among other things, this would positively impact Clearstream's
■ net interest income from banking business as some 53 per cent of its daily cash balances are
denominated in US dollars. A rise in key interest rates of one basis point affecting all customer cash
deposits could lift income by some €120 million.
122
General position
Given the expected increase in Deutsche Börse AG's sales revenue of at least 5 per cent and its efficient
cost management, the Group anticipates a growth rate of at least 10 per cent (excluding non-recurring
effects) for adjusted net profit for the period for the forecast period (2017: €618.1 million).
Initiatives to promote the transparency and security of the markets will continue to be a key focus
during the forecast period, ensuring that Deutsche Börse Group adds value to society. Against this
backdrop, the company expects to maintain the availability of the different trading systems for the cash
and derivative market at the very high level seen in previous years throughout the forecast period.
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service company. Given demographic change and the resulting shortage of
specialist staff, the company aims to continue to position itself adequately and among other things
to increase the number of women in management positions. The Executive Board already set a voluntary
target in 2010 for Deutsche Börse Group to increase the proportion of women in middle and senior
management to 20 per cent and in junior management to 30 per cent by 2020. These targets remain
in place. They relate to Deutsche Börse Group worldwide, including subsidiaries.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on expected developments
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberg, German Act on the
Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors), the
Supervisory and Executive Boards of Deutsche Börse AG additionally resolved in September 2015 to
maintain the existing quotas of women on the two management levels below the Executive Board, i.e.
per cent on the first and 10 per cent on the second management level, at least until 30 June 2017.
Deutsche Börse AG achieved these targets with a quota of 11 per cent on the first and 15 per cent on the
second management level. Hence, the Executive Board of Deutsche Börse AG determined new targets,
and now endeavours to achieve a female quota of 15 per cent on the first management level and of
20 per cent on the second management level by 31 December 2021.
Future development of the Group's financial position
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instrument, to
remain clearly positive in the forecast period. The Group expects that two significant factors will influence
changes in liquidity. Firstly, the company plans to invest some €180 million per year in intangible assets
and property, plant and equipment at Group level during the forecast period. These investments will be
included in cash flows from investing activities, and will serve primarily to develop new products and
services in the Eurex and Clearstream segments and to enhance existing ones. The total amount mainly
comprises investments in trading infrastructure and in risk management functionalities. Secondly, the
Executive Board and Supervisory Board of Deutsche Börse AG will propose a dividend of €2.45 per share
to the Annual General Meeting to be held in May 2018. This would correspond to a liquidity outflow of
about €450 million. In addition, the Group announced that it would implement two share repurchase
programmes of €200 million each. The first programme was launched at the end of November 2017, and
is scheduled for completion by the end of June 2018. The second programme will be completed by the
end of 2018 at the latest. Apart from the above, no other material factors were expected to impact the
Group's liquidity at the time the combined management report was prepared. As in previous years, the
Group assumes that it will have a sound liquidity base due to its positive cash flow, adequate credit lines
(see note 36 to the consolidated financial statements for details), and flexible management and planning
systems.
Within the framework of a programme to optimise its capital structure, Deutsche Börse Group generally
aims to distribute dividends equivalent to between 40 and 60 per cent of adjusted net profit for the
period attributable to Deutsche Börse AG shareholders. In recent years (where the Group's net profit for
the period attributable to Deutsche Börse AG shareholders was lower), the dividend payout ratio was
kept at the upper end of this range, in order to distribute stable dividends to shareholders. In connection
with the expected earnings growth, the company is targeting a dividend payout ratio approximately at the
centre of a range between 40 per cent and 60 per cent.
Against the background of the growth strategy, the company anticipates that in future, freely available
funds will increasingly be applied not only to support the Group's organic growth, but also to comple-
mentary external growth options. The company wants shareholders to continue participating in the
company's success in a well-balanced manner; the two share repurchase programmes of €200 million
each serve this purpose, amongst other factors.
Trends in non-financial performance indicators
125
Deutsche Börse Group financial report 2017
in 2018, depending on net revenue developments.
The parent company, Deutsche Börse AG, plans to invest some €50 to 60 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 the company continues to be in a very good
position compared with the international competition thanks to its comprehensive offering along the
securities trading value chain and its innovative strength. Against this background, it therefore expects to
see a positive trend in its results of operations in the long term. The purpose of the measures as part of
the growth strategy, is to further accelerate the Group's growth. In this context, the Group aims to act in
a more agile and effective manner, and with increased client focus, to turn Deutsche Börse into the
global market infrastructure provider of choice, being top-ranked in all its activities. Looking at the
economic and regulatory framework over the forecast period, uncertainty persists concerning capital
market participants' behaviour; therefore, it is impossible to come up with a concrete forecast for cyclical
growth in net revenues. Nonetheless, Deutsche Börse Group endeavours to further expand its structural
growth areas, and to further increase their contribution to net revenues by at least 5 per cent. At the
same time, the Group plans to safeguard the scalability of its business model throughout the forecast
period. To this end, the Executive Board will actively manage operating costs in a way that net profit for
the period attributable to Deutsche Börse AG shareholders will grow at a stronger rate than net revenue.
Specifically, annual growth rates of at least 10 per cent (excluding non-recurring effects) are projected for
the forecast period. Overall, the Executive Board assumes on this basis that cash flow from operating
activities will be clearly positive and that, as in previous years, the liquidity base will be sound. The
overall assessment by the Executive Board is valid as at the publication date for this combined
management report.
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 (IFRSS) but
with the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG).
Business and operating environment
Deutsche Börse Group financial report 2017
126
Over the long term, the average net revenue per unit (e.g. trading or clearing fees per transaction, or fees
for custody services) is expected to decline slightly in all areas of the Group. This is a result of laddered
pricing models that lead to a decline in income per unit as customers' business activities increase.
To maintain its strong credit ratings at Group level, the company aims at a ratio of interest-bearing gross
debt to EBITDA of no more than 1.5. The Group expects to slightly come below this figure
Changes in pricing models
Eurex segment
Deutsche Börse anticipates sustained price pressure in some of its business areas during the forecast
period. The company's objective is to cushion this price pressure by continually improving its products
and services and by offering selective incentives for price-elastic business.
In the past year, cyclical factors (see the ☑“Future development of results of operations" section for
details) led to an overall decline in derivatives trading volumes. Traded equity index derivatives volumes
declined significantly due to a marked reduction in equity market volatility, especially during the second
half of 2017. Conversely, trading activity in interest rate derivatives benefited from the improved interest
rate environment in the US. These contracts posted significant increases in volumes, which however,
were not sufficient to compensate for declines in the other product groups. Deutsche Börse Group
believes that structural growth factors will remain the dominant feature over the long term, and that they
will positively influence trading volumes in all product segments (see the ☑ report on opportunities for
further details). In the short term, a positive economic environment as well as a rise of stock market
volatility would result in increasing trading volumes, in particular for equity index derivatives whilst the
present direction of monetary policy, especially in the US, would have positive effects on interest rate
derivatives trading.
-
Eurex will continue to invest systematically in expanding its product offering in the forecast period in
order to take advantage of structural factors, such as regulation or changing customer needs. The focus
of our efforts will be on the acquisition of new business, which is currently not settled through an
exchange or clearing house. We are expecting positive developments along these lines due to regulatory
requirements determining that OTC derivative transactions must be settled via central counterparties.
This requirement entered into force in 2016. Having already generated additional net revenue from
these investments (made in the previous financial year) in 2017, the Group plans to further increase
revenue in 2018. Over the medium to long term, the Group anticipates generating significant additional
net revenue from this initiative - not least due to extra potential which might arise from uncertainty
concerning the outcome of the ongoing Brexit negotiations, and potential changes for the clearing of
euro-denominated interest rate swaps which might emanate therefrom. European Energy Exchange AG
(EEX) trading volumes in commodities declined in 2017, largely due to lower volumes on the German
power market -
which in turn was predominantly attributable to significant market uncertainty caused
by the announcement of a split of the German/Austrian price zone at the beginning of 2017. Against this
background, EEX launched separate electricity futures for Germany and Austria in April 2017, and
traded volumes in these products have risen consistently ever since. The new products established
themselves as the new benchmarks for European power by the end of 2017. Due to the positive market
environment for trading in power and gas products, the Group expects the business activity in the
commodities sector to exhibit structural growth again during the forecast period, e.g. by gaining
additional market share at the expense of OTC energy markets, but also through cyclical growth,
assuming the market environment for power products in Germany and Austria continues to stabilise. In
foreign-exchange (FX) trading, the Group expects rising demand for multi-bank platforms to further boost
business activity at the FX platform 360T®. This has gained further attractiveness through the launch of
an electronic trading platform. The company plans to include clearing services in the value chain of fully
electronic FX trading during the 2018 financial year, in order to realise the revenue synergies projected
in the context of the acquisition of 360T.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on expected developments
As in the past, net revenue in the Xetra cash market segment will continue to depend heavily on stock
market cyclicality and volatility. Trading volumes could rise during the forecast period, driven by a
gradual improvement in economic growth as well as a rise in investor confidence. Furthermore, the
company expects stock market volatility to increase, at least temporarily, making further positive
contribution to business development.
As well as enhancing its cash market offering, the company will continue to closely track changes in the
competitive environment for the European cash markets. As in the past, it considers itself 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,
and for equities clearing. However, the stronger competition in the cash market means that further shifts
in the market shares of all competitors cannot be ruled out.
Clearstream segment
The Clearstream segment's main net revenue driver is the settlement and custody of international bonds
– a business that is much more stable and less sensitive to capital market fluctuations than the trading
business. The Group anticipates a structurally driven increase in demand for collateral and liquidity
management services due to regulatory requirements. In the medium to long term, Clearstream expects
its attractive collateral and liquidity management and its strong position in the TARGET2-Securitites
(T2S) network to result in increased business activity and hence in significant additional net revenue. As
Clearstream migrated to T2S in February 2017, the Group anticipates only a moderate contribution to
net revenue for 2018. Another factor to impact Clearstream's business in the forecast period will be
central bank monetary policy, as it has been in the past. Transaction activity is expected to increase in
the medium term, as a result of the ECB's ongoing commitment (at least until September 2018) to the
programme for purchasing government and corporate bonds. At the same time, however, the continua-
tion of the programme could have a dampening effect on securities issuance and liquidity management.
If, contrary to expectations, monetary policy becomes more restrictive, this would have positive conse-
quences for securities issuance, the use of collateral and liquidity management services, as well as for
net interest income in the banking business. As a significant portion of customer balances are denomi-
nated in US dollars, the turnaround in US interest rate policy – initiated in December of 2016 and
continued in 2017 - will cause a rise in net interest income in 2018, at steady cash balance levels.
Moreover, thanks to its attractive funds services, Clearstream anticipates growth in this area to continue.
Clearstream covers all types of funds – from traditional investment funds to exchange-traded funds
(ETFs) and hedge funds. Given that regulators are also calling for more efficient settlement and custody
solutions in order to guarantee maximum security for client assets under custody, the Group expects to
acquire additional client portfolios.
Xetra segment
-
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 settlement and custody of
international bonds, the company does not expect this to have a major impact on its net revenue or
to result in a loss of market share during the forecast period.
123
124
Deutsche Börse Group financial report 2017
Market Data + Services segment
This segment aims to accelerate expansion of Deutsche Börse's technology leadership and expertise in
the area of market data by pooling all relevant resources within the company in a dedicated, market-
driven business unit. The goal is to open up untapped growth opportunities in the medium to long term.
-
The company also envisages additional growth from the Regulatory Reporting Hub, launched in January
2018. Developed in cooperation with the Group's clients, the Hub offers a one-stop solution, helping
clients to fulfil their reporting duties under MiFID II.
The company anticipates that net revenue in the Market Data + Services segment will further increase
during the forecast period. This expectation is based on the continuous expansion of the product range
in all areas and greater marketing of these products in growth regions. The Group's index business is set
to benefit from this development in particular. Moreover, the Group considers the significant structural
growth in the market for passively managed assets as an additional growth driver that is expected to
further strengthen demand for index licences for ETFs. In addition to distributing index licences, the
Group also benefits from the growing investment volumes in these products. In this light, the Group
believes it is well placed to increasingly extend the positioning of its globally focused range of indices to
the Asian market as well.
Deutsche Börse Group financial report 2017
132
131
100
1,395
Total Deutsche Börse AG
100
1,395
30
Opportunities and risks facing Deutsche Börse AG
422
Total Deutsche Börse AG
-
Principles and targets
As the opportunities and risks facing Deutsche Börse AG
with them - are essentially the same as for Deutsche Börse Group, please refer to the risk report and
the report on opportunities for more information. As a matter of principle, Deutsche Börse AG's share
of the opportunities and risks of its equity investments and subsidiaries is 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 letter of comfort ("Patronatserklärung”). As at the balance sheet
day risks which could jeopardise the company's continued existence were not discernible. Further
information on the letter of comfort issued to Eurex Clearing AG is available in the "Other financial
obligations and transactions not included in the balance sheet" section in the notes to the annual
financial statements of Deutsche Börse AG.
The description of the internal control system (ICS), required by section 289 (4) of the HGB, is provided
in the "Group management" section.
Report on expected developments at Deutsche Börse AG
The expected developments in Deutsche Börse AG's business are largely subject to the same factors as
those influencing Deutsche Börse Group. The relevant disclosures and quantitative information on
Deutsche Börse AG are provided in the report on expected developments.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Remuneration report
This remuneration report outlines the principles governing the remuneration system applicable to the
members of Deutsche Börse AG's Executive Board. It also describes the structure and amount of
remuneration payable to them, together with the principles governing Supervisory Board remuneration,
and the amounts payable. The remuneration report is part of the combined management report and
complies with the requirements of the Handelsgesetzbuch (HGB, German Commercial Code), the
International Financial Reporting Standards (IFRSS) and Deutscher Rechnungslegungs Standard
(DRS, German Accounting Standard) No. 17 (Reporting on the Remuneration of Members of Governing
Bodies). In addition, it complies with almost all recommendations of the German Corporate Governance
Code (the Code); see the ☑"Combined corporate governance statement and corporate governance
report" section for details. The remuneration report comprises two sections, “remuneration system
and total Executive Board remuneration" as well as "Supervisory Board remuneration".
Remuneration system and aggregate Executive Board remuneration
The Supervisory Board resolved to adopt a new remuneration system for the Executive Board members,
effective 1 January 2016. The system was approved by the Annual General Meeting on 11 May 2016
in accordance with section 120 (4) of the Aktiengesetz (AktG, German Stock Corporation Act). Changes
made to the remuneration system during the year under review are explained in the ☑ sections
"Principles governing the PSP and assessing target achievement for performance shares”, ☑“Automated
share purchase designed to fulfil the plan conditions as well as the share ownership guidelines", and
"Caps on the total amount of remuneration".
The remuneration system is based on three pillars: firstly, a clear performance orientation and a highly
detailed assessment based on ambitious internal and external targets ensure the focus is on the
company's goal of above-average growth. Secondly, multi-year bases for assessment, sustainability
elements, and the use of deferred payouts discourage excessive risk-taking. Thirdly, the remuneration
system promotes a strong equity culture, and in this way helps align the interests of shareholders,
management and other stakeholders.
Executive Board remuneration is set by the full Supervisory Board; the Personnel Committee is responsible
for preparing the Supervisory Board's decision. The Nomination Committee and the Personnel Committee
were combined into one joint committee with effect from 3 January 2018, with the duties of the former
Personnel Committee transferred to the Nomination Committee. The Supervisory Board reviews the
appropriateness of the Executive Board remuneration on a regular basis, and at least every two years.
Factors examined in this context include the relationship between Executive Board remuneration and
the salaries paid to senior managers and the workforce as a whole, as well as how pay grades have
developed over time. The remuneration system applies equally to all members of the Executive Board.
133
50 years and older
and the measures and processes for dealing
34
Employee age structure
Over 15 years
Deutsche Börse AG employed staff at seven locations throughout the world as at 31 December 2017.
Details on the countries/regions concerned, the employee age structure and the length of service of the
company's employees are given in the tables on this page and those on the previous page.
As at 31 December 2017, 76 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, a university of
applied sciences or a university of cooperative education, and employees who have completed comp-
arable studies abroad. In total, the company invested an average of 3.2 days per employee in staff
training in 2017.
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 latter's ☑ remuneration report.
Corporate governance declaration in accordance with section 289f HGB
The corporate governance statement in accordance with section 289f of the HGB is identical to that of
Deutsche Börse Group; therefore, reference is made to the
and corporate governance report" section.
"Combined corporate governance statement
134
Employee length of service
31 Dec 2017
%
31 Dec 2017
%
Under 30 years
30 to 39 years
40 to 49 years
151
11
Less than 5 years
629
45
398
29
5 to 15 years
291
21
424
30
475
Deutsche Börse Group financial report 2017
ancillary
benefits
The remuneration system for Executive Board members consists of four components:
Performance bonus
The performance bonus is calculated on the basis of Deutsche Börse AG's Performance Bonus Plan (PBP).
It accounts for roughly two-thirds of Executive Board members' performance-related remuneration and
for approximately 45 per cent of their total target remuneration. The performance bonus is split 50:50
between a share-based component (the share-based performance bonus) and a cash component.
Performance shares
Performance shares are calculated and granted on the basis of the Performance Share Plan (PSP).
They are paid out after the reporting period since they reflect the performance of Deutsche Börse AG's
share price over a five-year performance period. Performance shares account for approximately one-third
of Executive Board members' performance-related remuneration and for approximately 25 per cent
of their total target remuneration.
The criteria used by the Supervisory Board to assess the extent to which Executive Board members
have met their individual targets are described below. These criteria are used to calculate the perfor-
mance bonus due to Executive Board members, as well as the number of performance shares to be
granted and their value.
Principles governing the PBP and assessing target achievement for the performance bonus
The extent to which Executive Board members have met their targets for the performance bonus
is determined for each financial year on the basis of the PBP. The basic assessment procedure is
based on two components: two-thirds of the bonus reflects the increase in net profit attributable to
Deutsche Börse AG's shareholders for the remuneration year concerned (hereinafter referred to as
net income), while one-third reflects the Executive Board members' individual performance.
Once the Supervisory Board has determined the overall extent to which Board members have met
their targets using these two components, it may then review this figure and adjust it using a perfor-
mance multiplier; this can be done either for individual Executive Board members or for the Executive
Board as a whole. The total performance bonus is paid out in cash, at the latest together with the
regular salary payment for the calendar month following the approval of Deutsche Börse AG's consoli-
dated financial statements for the year. Executive Board members are obliged to invest 50 per cent
of the total payout after tax in Deutsche Börse AG shares, which they have to hold for at least three
years. For further details regarding the share purchase process, please refer to the “Automated
share purchase designed to fulfil the plan conditions as well as the share ownership guidelines" section.
135
136
Deutsche Börse Group financial report 2017
Breakdown of the performance bonus
During the course of the 2017 financial year, 56 employees left Deutsche Börse AG; the fluctuation rate
thus amounted to 4 per cent.
rate
Performance-related remuneration accounts for approximately 70 per cent of total target remuneration
for the year. It comprises a performance bonus and performance shares.
2/3
net income
1/3
individual targets
50%
cash
Performance
multiplier
=
50%
shares
3-year holding period
Total paid out
Assessing net income growth
Net income growth is calculated independently of the financial planning concerned by comparing the
net income for the remuneration year with the prior-year figure. The target achievement rate may range
between 0 and 200 per cent, with a decline in net income of 20 per cent or more being taken to
mean a 0 per cent target achievement (floor). Where net income remains stable (i.e. unchanged year-on-
year), this is deemed to represent a target achievement rate of 75 per cent, while a 7.5 per cent in-
crease is equivalent to a target achievement rate of 100 per cent. Net income growth of 15 per cent or
more corresponds to a 200 per cent target achievement rate (cap). This means that there is a stronger
incentive to achieve net income growth of between 7.5 per cent and 15 per cent, because the target
achievement curve is steeper (see the ☑“Assessing net income growth for the performance bonus" chart).
156.4
growth in
Performance-related remuneration components
The members of the Executive Board receive a fixed base salary, which is payable in twelve equal
monthly instalments. This non-performance-related remuneration comprises approximately 30 per cent
of the total target remuneration payable each year.
Non-performance-related basic remuneration
■ Non-performance-related basic remuneration
"
Performance-related remuneration components
-
Contractual ancillary benefits
Pension commitments
Composition of the total target remuneration
30%
Annual payout
Non-performance-
related basic
remuneration
45%
Long-term incentive components (3-5 years)
25%
Performance-related remuneration components
Pension
commitments
Contractual
Performance bonus
Performance shares
Cash
Shares
% = Proportion of the total target remuneration
Non-performance-related component (cash component)
Performance-related component (cash component)
Performance-related component (share-based payment)
In addition, the company's share ownership guidelines require Executive Board members to invest a sub-
stantial amount of money in Deutsche Börse AG shares during their term of office.
The individual components of the Executive Board's remuneration are explained in detail below.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Structure and remuneration components
100% target
achievement ☑
700.1
6,062.6
0.4
5
France
66.3
68.8
Tangible assets
2.2
31
United Kingdom
12.3
126.7
Intangible assets
96.9
1,353
Germany
€m
€m
Financial assets
5,314.4
Non-current assets as at
Rest of Europe
Asia
Change
2016
€m
2017
€m
Sales revenue by segment
Performance figures for Deutsche Börse AG
The number of people employed by Deutsche Börse AG rose by 263 during the reporting period, to a
total of 1,395 as at 31 December 2017 (31 December 2016: 1,132). On average, Deutsche Börse AG
employed 1,368 people during the 2017 financial year (2016: 1,118).
Deutsche Börse AG employees
Deutsche Börse AG (HGB)
%
100.0
Total Deutsche Börse AG
6,141.2
5,509.9
31 December
0.1
1
0.4
5
1,395
31 Dec 2017
2016
2017
-697.9
-835.0
Cash flows from financing activities
53
Other operating income increased to €182.8 million during the year under review (2016:
€149.1 million). This increase was attributable, in particular, to €139.5 million in sales proceeds
recognised from the sale of the stake in Eurex Zürich AG to Eurex Global Derivatives AG. In the previous
year, sales proceeds recognised form the disposal of International Securities Exchange Holdings had led
to a capital gain of €99.0 million.
24.3
37.3
amortisation
Other operating expenses
141.4
Cash flows from investing activities
Depreciation and
Executive and Supervisory Boards | Management report | Financial statements | Notes
Deutsche Börse AG (HGB)
Deutsche Börse AG's course of business in the reporting period
Revenue for the 2017 financial year increased by 4 per cent, slightly below the company's expectations.
At the same time, total costs (comprising staff costs, amortisation of intangible assets and depreciation
of property, plant and equipment, as well as other operating expenses) declined – mainly due to the
internalisation of external advisors and lower advisory costs, after the previous year had incurred high
advisory costs for the planned merger with the London Stock Exchange Group. Net profit increased
significantly, exceeding the company's expectations: factors contributing to the increase included the
proceeds from the sale of the stake in Eurex Zürich AG to Eurex Global Derivatives AG, as well as higher
dividends paid by subsidiaries to Deutsche Börse AG. Against this background, Deutsche Börse AG's
Executive Board considers the company's performance during the 2017 financial year as satisfactory.
Results of operations of Deutsche Börse AG
Deutsche Börse Group's net revenue rose by 4 per cent during the 2017 financial year, to
€1,348.0 million (2016: €1,300.2 million). Despite a slight year-on-year decline, the Eurex segment
generated the lion's share of revenue, at €792.2 million (2016: €799.4 million). The ☑“Sales revenue
by segment" table provides a breakdown of revenue by company segment.
Regarding the performance of the Eurex derivatives market segment, general reference is made to the
“Eurex segment" section. Any divergence from the statements in that segment are essentially due to
the fact that developments of the energy market (EEX Group) and the foreign exchange market (360T
Group) do not directly impact upon the business of Deutsche Börse AG. The results of operations of the
Market Data + Services segment are described, in general, in the “Market Data + Services segment"
section. It is worth noting that the business development of the STOXX Ltd. subsidiary does not directly
impact upon the business performance of Deutsche Börse AG. Details concerning the business
development in the Xetra segment are largely provided in the ☑“Xetra segment" section. Revenue
attributable to the Clearstream segment is generated from IT services that Deutsche Börse AG provides
to entities within the Clearstream Holding AG subgroup.
688.8
2017
652.1
-9
Employees per country/region
Non-current assets (condensed)
Working capital amounted to €-1,844.7 million during the year under review (2016: €-2,064.0 million).
The change was mainly attributable to a decrease in liabilities to affiliated companies.
Deutsche Börse AG collects fees for a large part of services provided immediately after each month-end;
accordingly, trade receivables totalled €136.7 million at the year-end (2016: €157.1 million).
Receivables from and liabilities to affiliated companies include settlements for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. Receivables
from affiliated companies of €84.7 million (2016: €167.2 million) mainly related to the existing profit
transfer agreement with Clearstream Holding AG. Liabilities to affiliated companies predominantly
resulted from cash pooling (€1,209.1 million; 2016: €1,942.2 million) and trade liabilities of
€52.3 million (2016: €82.1 million).
Deutsche Börse AG's investments in intangible assets and property, plant and equipment totalled
€155.2 during the year under review (2016: €41.6 million). The increase was mainly due to the
merger with Finnovation Software GmbH, during the course of which €120.0 million in assets were
transferred to Deutsche Börse AG. Depreciation and amortisation amounted to €37.3 million (2016:
€24.3 million). The increase was also due to the merger with Finnovation Software GmbH, and the
resulting increase in assets.
Deutsche Börse AG's non-current assets amounted to €5,509.9 million on 31 December 2017 (2016:
€6,141.2 million). The lion's share of this figure was attributable to investments in affiliated companies
of €5,235.7 million (2016: €6,001.8 million), mainly comprising investments in Clearstream Holding
AG and Eurex Frankfurt AG. The €766.1 million decline in investments in affiliated companies was
mainly due to a capital reduction at Eurex Frankfurt AG (€435.0 million).
Net assets of Deutsche Börse AG
720.0
Deutsche Börse Group financial report 2017
129
-1,006.8
-297.1
Cash and cash equivalents as at
31 December
-3
946.1
915.3
Total
130
2016
Executive and Supervisory Boards | Management report | Financial statements | Notes
%
Financial position of Deutsche Börse AG
Executive and Supervisory Boards | Management report | Financial statements | Notes
Deutsche Börse AG (HGB)
Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2017. Due to increased results, return on equity rose
to 24 per cent, compared to 21 per cent in 2016.
Development of profitability
Earnings before interest, tax, depreciation and amortisation (EBITDA) rose to €887.8 million (2016:
€739.8 million). Net profit for the period of €615.7 million was up 11 per cent over the previous year
(2016: €553.2 million).
During the financial year under review, Deutsche Börse AG sold its 50 per cent stake in Eurex Zürich AG
to Eurex Global Derivatives AG, for a consideration of €308.4 million; this resulted in a capital gain of
€139.5 million. In the previous year, the company realised income of €99.0 million from the disposal
of shares in International Securities Exchange Holdings, Inc. (ISE). Income from dividends rose to
€129.7 million in the year under review (2016: €37.3 million); the increase was particularly attribut-
able to higher distributions made by STOXX Ltd. (2017: €56.9 million; 2016: €34.5 million), and to
€54.5 million in dividends distributed by Deutsche Börse Systems Inc. for the 2017 financial year
(2016: nil). In contrast, profits transferred by Clearstream Holding AG decreased from €167.2 million
in the 2016 financial year, to €84.7 million.
Deutsche Börse Group's result from equity investments for the 2017 financial year totalled
€346.6 million (2016: €289.9 million). Besides income from the disposal of equity investments
(€139.5 million), the total figure includes €129.7 million in income from dividends and €84.7 million
in profit transfers from Clearstream Holding AG.
Amortisation of intangible assets and depreciation of property, plant and equipment rose to
€37.3 million during the year under review (2016: €24.3 million). The increase was attributable to the
merger of Finnovation Software GmbH with Deutsche Börse AG, with effect from 1 October 2017, which
led to a marked increase in intangible assets, to €126.6 million (2016: €12.3 million). Other operating
expenses were down 9 per cent year-on-year, to €652.1 million (2016: €720.0 million). The decrease
was largely due to lower expenses for advisory services of €133.6 million (2016: €199.5 million). In
the previous year, these costs were incurred primarily in relation to the planned merger with the London
Stock Exchange Group.
Cash and cash equivalents as at the 31 December 2017 reporting date amounted to €912.0 million
(2016: €935.4 million), comprising cash on hand, current account balances with banks and term
deposits.
The company's total costs of €915.2 million were down 3 per cent year-on-year (2016:
€946.1 million). The previous year's total costs were burdened, in particular, by expenses of
€65.8 million related to the planned merger with the London Stock Exchange Group. For a breakdown,
please refer to the table “Overview of total costs". Staff costs were up by 12 per cent year-on-year
during the year under review, to €225.9 million (2016: €201.8 million), caused by an increase in staff
numbers, from an average of 1,118 to 1,368 during the 2017 financial year.
128
127
1) Calculation based on weighted average of shares outstanding
11
2.96¹)
3.30¹)
Earnings per share (€)
4
Change
The company received dividends totalling €129.7 million (2016: €37.3 million). The increase was
primarily due to higher dividends distributed by STOXX Ltd., and the resumption of dividend payments
by Deutsche Börse Systems Inc. in 2017.
Deutsche Börse AG has available external credit lines in the amount of €605.0 million (unchanged from
2016), which were not drawn upon as at 31 December 2017. Moreover, the company has a
Commercial Paper programme in place, which allows for flexible and short-term financings of up to
€2.5 billion, in various currencies. At the end of the year, there was no Commercial Paper outstanding.
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of
liquidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries
are in a position to honour their payment obligations at any time.
Cash flows from operating activities
12
€m
€m
%
2016
2017
Change
2016
€m
201.8
225.9
Staff costs
€m
2017
Cash flow statement (condensed)
Overview of total costs
Cash flow from financing activities amounted to €-835.0 million in the year under review (2016:
€-697.9 million). Besides €439.0 million in dividends paid for the 2016 financial year, the company
repaid loans of €375.6 million. Cash and cash equivalents amounted to €–297.1 million on the
31 December 2017 reporting date (2016: €−1,006.8 million), comprising liquid funds of
€912.0 million (2016: €935.4 million) less cash-pooling liabilities of €1,209.1 million (2016:
€1,942.2 million).
Cash flow from investing activities amounted to €688.8 million (2016: €141.4 million). This increase
is primarily related to the capital reduction at Eurex Frankfurt AG (€435.0 million) and sales proceeds
recognised from the sale of the stake in Eurex Zürich AG (€308.4 million).
Deutsche Börse AG generated €700.1 million (2016: €156.4 million) in cash flow from operating
activities during the 2017 financial year. The increase was especially attributable to higher receivables
from affiliated entities and growth in net profit for the period.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and
one corporate bond with a nominal value of €500 million. For more details concerning these bonds,
please refer to the "Financial position" section. Moreover, as part of Group-internal restructuring
measures in 2014, the company raised loans from associates, in a total amount of €375.6 million,
which were redeemed during the 2017 financial year.
1,300.2
1,348.0
Deutsche Börse Group financial report 2017
11
275.8
260.0
Services
Market Data +
-3
946.1
-1
799.4
-6
Total
4
1,300.2
1,348.0
915.2
Total costs
Sales revenue
%
€m
€m
Eurex
Net profit from equity
792.2
102.1
investments
553.2
615.7
Net profit for the period
108
49.2
Clearstream
20
739.8
EBITDA
10
175.8
193.7
Xetra
20
289.9
346.6
887.8
remuneration
Principles governing the Performance Share Plan (PSP)
Individual target
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Avg. share
price for
Deutsche
Börse shares 4)
■ The first variable is the number of performance shares. This is derived from the net income growth and
from the TSR for Deutsche Börse shares in comparison to the TSR of the reference index, over a five-
year period in each case. The maximum number of performance shares is capped at 250 per cent of
the number of performance shares determined at the beginning of the performance period.
The PSP has two variables:
Avg. share price for
The performance multiplier for the performance bonus is used e.g. in the event of mergers, acquisitions
or divestments to allow the Supervisory Board to account for any dilution of equity, or to reflect the
achievement of qualitative or quantitative targets (especially integration parameters) when finally assessing
the extent to which an Executive Board member has achieved his or her overall targets. The perfor-
mance multiplier has a minimum value of 0.8 and a maximum value of 1.2; it is multiplied by the
performance assessment for the performance bonus, taking the 200 per cent cap into account.
■ The second variable is the change in the share price and the dividend during the performance period;
no cap is applied to the share price.
Deutsche Börse
Final number
of (phantom)
performance
shares³)
Performance period
Year 12) Year 2 Year 3 Year 4 Year 5
Number of
(phantom)
performance
50% net income growth
shares granted
50%
TSR for Deutsche Börse
shares vs index companies
Determining the performance multiplier
shares¹)
Deutsche Börse Group financial report 2017
Principles governing the PSP and assessing target achievement for performance shares
At the beginning of each financial year, the PSP allots a potential number of so-called performance
shares to each member of the Executive Board. The number of initial (phantom) performance shares
thus allotted is determined by dividing the amount of the individual target remuneration (in euros)
by the average XetraⓇ closing price of Deutsche Börse shares in the calendar month preceding the
start of the performance period (fair value of the performance shares). Target achievement regarding
performance shares is determined after the end of a five-year performance period. The respective
target achievements are assessed on the basis of two components: firstly, net income growth over
the five-year period, and, secondly, the relative total shareholder return (TSR) for Deutsche Börse
shares compared to the TSR for the STOXX® Europe 600 Financials index (the industry benchmark)
during the same period. The final number of phantom performance shares is multiplied by the average
Xetra closing price for Deutsche Börse shares in the calendar month preceding the end of the perfor-
mance period. This results in the amount to be paid out to purchase the tradeable shares (adjusted
for the dividends per share paid out during the performance period). The rules governing the due
dates of the amounts to be paid out were amended, with effect from 1 January 2017. According to
the amendment, each payout amount is generally due in three equal instalments: the first instalment
is due at the latest together with the regular salary payment for the calendar month following the
approval of Deutsche Börse AG's consolidated financial statements after the end of the performance
period in question; the second and third instalments are due at the corresponding dates in the two
years subsequent to the payment of the first instalment. The members of the Executive Board are
obliged to invest the amount paid out after tax in Deutsche Börse AG shares. For further details
regarding the share purchase process, please refer to the ☑“Automated share purchase designed to
fulfil the plan conditions as well as the share ownership guidelines" section.
137
Final
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Assessing net income growth for the performance bonus
Target achievement (%)
200
133
100
75
Floor
-30
138
Net income growth (%)
-20
-10
0
+7.5 +10
+15
+20
+30
Double-digit growth
Assessing individual target achievement
The Supervisory Board sets the individual performance targets for each Executive Board member at the
beginning of the financial year, taking into account both the general corporate strategy and targets that
are particularly relevant to individual Executive Board portfolios (e.g. targets for financial indicators,
customers, employees and control systems). The Supervisory Board assesses the extent to which each
member of the Executive Board has achieved his or her targets after the end of the remuneration year
in question. As with the assessment of net income growth, a range of 0 per cent (floor) to 200 per cent
(cap) has been defined for individual target achievement rates.
Cap
payment for
share
Target achievement (%)
Absolute KPI
In the event that an Executive Board member's contract of service is terminated early for a reason other
than good cause, any payments made to the Executive Board member may not exceed the remunera-
tion for the residual term of his or her contract of service, and may also not exceed the value of two
total annual remuneration payments (severance cap). The payment is calculated on the basis of the
total remuneration for the past financial year and, where appropriate, the expected total remuneration
for the current financial year. The Supervisory Board may exceed the cap in exceptional, justified
cases. Prospective performance shares will lapse if the company has good cause for an extraordinary
termination of the Executive Board member's employment or if an Executive Board member terminates
his or her contract before the end of the performance period without good cause and without reaching
a mutual agreement.
Severance payments
In the event that an Executive Board member becomes permanently incapable of working, the defined
benefit pension agreements for Executive Board members provide for a transitional payment in addition
to the benefits described above. The size of this payment corresponds to the target variable remunera-
tion (performance bonus and performance shares) in the year in which the event triggering the benefits
occurs. It is paid out in two tranches in the two following years. If an Executive Board member dies,
his or her spouse receives 60 per cent of the transitional payment.
Transitional payments
Deutsche Börse Group financial report 2017
144
143
If an Executive Board member dies, his or her spouse receives 60 per cent and each dependent child
receives 10 per cent of the above amount (25 per cent for full orphans), up to a maximum of
100 per cent of the pension contribution.
In the event that a member of the Executive Board becomes permanently incapable of working, the
company is entitled to retire him or her. Executive Board members are deemed to be permanently
incapable of working if they are unable to perform their professional activities for more than six months,
and if they are not expected to regain their capacity to work within a further six months. In such
cases, those Executive Board members who have a defined benefit pension plan receive the amount
calculated by applying the applicable replacement rate to the pensionable income. Executive Board
members with a defined contribution pension plan receive the plan assets that have accrued at the
time when the benefits fall due, plus a supplement corresponding to the full annual pension contri-
bution that would have been due in the year in which the Executive Board member left the company's
service, multiplied by the number of years between the time at which the benefits fell due and the
Executive Board member reaching the age of 60, 62 or 63, as appropriate.
Permanent incapacity to work and death benefits
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 reasons for this are 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 applicable replacement rate to the pensionable income. Once again, a pre-
condition is that the Executive Board member served on the Executive Board for at least three years
and was reappointed at least once. Members of the Executive Board who have a defined contribution
pension are not eligible for an early retirement pension.
Early retirement pension
Defined benefit pension system: After reaching the contractually agreed retirement age, members of
the Executive Board covered by the defined benefit pension system receive a specified percentage
(known as the "replacement rate”) of their individual pensionable income as a pension. A precondition
for this is that the Executive Board member in question served on the Executive Board for at least
three years and was reappointed at least once. The pensionable income is determined and regularly
reviewed by the Supervisory Board. The replacement rate when the Executive Board members' term of
office began was 30 per cent and it rose by 5 percentage points with each reappointment, up to a maxi-
mum of 50 per cent. The defined benefit pension system applies to Messrs Preuss and Tessler.
Defined contribution pension system: For Executive Board members covered by the defined contri-
bution pension system, the company makes an annual capital contribution to the scheme for each
calendar year that a member serves on the Executive Board. This contribution is determined by applying
an individual replacement rate to the pensionable income. As with the defined benefit pension system,
the pensionable income is determined and regularly reviewed by the Supervisory Board. The annual
capital contributions calculated in this way bear interest of 3 per cent per annum. The defined contri-
bution pension system applies to Mr Pottmeyer and Ms Stars.
Change of control
Remuneration report
Messrs Pottmeyer and Tessler are entitled to receive retirement benefits on reaching the age of 60,
Ms Stars on reaching the age of 62, and Mr Preuss on reaching the age of 63, provided that they are
no longer in the service of Deutsche Börse AG at that time. As a matter of principle, the Supervisory
Board reviews and determines the pensionable income that is used as the basis for retirement benefits.
There are two different retirement benefit systems for Executive Board members. Those members
who were appointed for the first time prior to 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 pension commitments
existing as at 31 December 2017 are shown in the “Retirement benefits" table.
Retirement benefits
Pension commitments
The members of the Executive Board receive contractual ancillary benefits such as the provision of
an appropriate company car for business and personal use (with the tax on the pecuniary benefit from
personal use being payable by the member concerned). They also receive taxable contributions towards
private pensions. In addition, the company has taken out insurance cover for them, such as personal
accident insurance and directors & officers (D&O) insurance.
Contractual ancillary benefits
Basic remuneration
(monthly payment)
Target achievement - cash
(annual payout)
3-year holding period)
Target achievement - shares
(annual payout,
Target achievement - shares
(calculated annually,
5-year holding period)
Incentive component multiplier:
0-200%
Incentive component multiplier:
0-250% per annum
Maximum total remuneration¹)
Executive and Supervisory Boards | Management report | Financial statements | Notes
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 taking effect because his or her position as a member of
the Executive Board is negatively impacted to a significant degree as a result of the change of control,
the Supervisory Board may decide at its discretion whether to grant a severance payment in the above-
mentioned amount. In the case of a change of control, all current performance periods shall end on
the day on which the contract of service is terminated. The corresponding performance shares will
be settled early.
Share ownership guidelines
purchase 5)
Mr Kengeter has no pension claims; his previous claims on pension benefits lapsed when he left
the company.
Prior to his resignation, no agreement was concluded with Mr Kengeter for the implementation of
the overall cap of an aggregate gross remuneration of €9.5 million, as outlined in the ☑"Caps on
the total amount of remuneration" section. In any case, the remuneration paid to Mr Kengeter in
2017 remained below this threshold. The same applies to the remuneration payable to Mr Kengeter
in 2018.
For the period from 1 January to 31 March 2018, Mr Kengeter will receive the gross monthly fixed
remuneration that he is entitled to amounting to €125,000 per month plus the variable remuneration
calculated pro rata temporis and any contractual ancillary benefits provided for in his contract.
Additionally, subject to a set-off of other income (if any), he will receive the contractually agreed
non-competition compensation in the gross monthly amount of €222,087 to compensate him for
the post-contractual non-compete clause (see also the ☑“Post-contractual non-compete clause"
section). The compensation will be paid for the period from 1 April 2018 until 31 August 2018 as
the company has waived the non-compete clause with six months' notice by declaration dated from
February 2018.
The former Chief Executive Officer, Carsten Kengeter, who stepped down with effect from 31 Decem-
ber 2017, participated in the Co-Performance Investment Plan (CPIP) that was resolved by the Super-
visory Board in 2015. In December 2015, during the investment period provided for in the CPIP, he
used private funds to invest €4,500,000 in Deutsche Börse AG shares (investment shares). In return
for his acquisition of the investment shares, Mr Kengeter was granted 68,987 co-performance shares
in the company; these are basically subject to the same criteria as for performance shares, which are
explained in the “Principles governing the PSP and assessing target achievement for performance
shares" section. Thus, the performance of the co-performance shares was measured on the basis of (i)
Deutsche Börse AG's net income growth and (ii) the ratio of the change in TSR for Deutsche Börse
shares to that for the companies included in the STOXX® Europe 600 Financials index. The per-
formance period for the co-performance shares commenced on 1 January 2015 and will end on
31 December 2019. Notwithstanding any diverging agreement regarding amounts and disbursement
dates, their equivalent will fall due and be disbursed in three instalments, on 31 March 2019 (first
prepayment), 31 March 2020 (second prepayment), and 31 March 2021 (final payout). However, for
the time being, the Supervisory Board will be monitoring further developments of the investigation
against Mr Kengeter for alleged insider trading, and will take any such developments into consideration
(if necessary) for further decisions. Based on a pro-rata entitlement of 60 per cent (i.e. three fifths) for
Mr Kengeter's term of office, the company has recognised a provision amounting to €7,499,919.14.
Remuneration of former CEO Carsten Kengeter
Former members of the Executive Board or their surviving dependants received payments of €4.3
million in the year under review (2016: €4.5 million). The actuarial present value of the pension
obligations as at the reporting date was €69.9 million in the year under review (2016: €74.2 million).
Payments to former members of the Executive Board
Deutsche Börse Group financial report 2017
146
145
The company did not grant any loans or advances to members of the Executive Board during financial
year 2017, and there are no loans or advances from previous years to members of the Executive Board.
Loans to Executive Board members
Additional appointments assumed, or sideline activities entered into, by individual members of the
Executive Board, require the approval of the full Executive Board and the Chairman of the Super-
visory Board or, in certain cases, of the full Supervisory Board (which has delegated granting such
approval to the Personnel Committee; effective 3 January 2018, to the Nomination Committee). If
a member of the Executive Board receives any remuneration for an office performed at an affiliate of
Deutsche Börse AG, this remuneration is offset against the Executive Board member's entitlement to
remuneration from Deutsche Börse AG.
Sideline activities
A post-contractual non-compete clause applies to members of Deutsche Börse AG's Executive Board
who were appointed or reappointed to the Board on or after 1 October 2014. This means that the
Executive Board members in question are contractually prohibited from acting for a competing com-
pany, or from undertaking competing activities, for one year following the end of their service.
Compensation of 75 per cent of the member's final fixed remuneration and 75 per cent of his or her
final performance bonus is payable during the non-compete period. Pension agreement benefits are
offset against the compensation. In addition, 50 per cent of other earnings are deducted if these - to-
gether with the compensation exceed the Executive Board member's final remuneration. The com-
pany may waive the post-contractual non-compete clause before the Executive Board member's
contract of service ends.
Post-contractual non-compete clause
Miscellaneous
The remuneration system for members of the Executive Board also applies to CEO Theodor Weimer,
who assumed his office on 1 January 2018. To comply with the share ownership guidelines, he is
obliged to hold Deutsche Börse AG shares worth three times his weighted average basic remuneration;
this shareholding must be established by 31 December 2020. For this purpose, Theodor Weimer will
invest a total amount of €4,500,000 in Deutsche Börse AG shares from his private funds; this invest-
ment will be made in three equal instalments in 2018, 2019 and 2020. For further details regarding
the procedures for these share purchases, please refer to the “Automated share purchase designed to
fulfil the plan conditions as well as the share ownership guidelines" section.
CEO remuneration from 1 January 2018 onwards
of €9.5 million for each Executive Board member. Ancillary benefits are not included in this amount.
Although these are subject to fluctuation, no extraordinary fluctuations are expected and therefore it is not
necessary to include them in the total cap. In the interest of shareholders, the company will continue
to provide competitive incentives for good personal performance and the company's sustainable
success to Executive Board members, whilst preventing any unintended excesses which might other-
wise be possible.
-
The existing remuneration system for members of Deutsche Börse AG's Executive Board was adjusted
with effect from 1 January 2017, with the annual remuneration - comprising fixed salary, variable
remuneration components and pension expenses now being capped at an aggregate gross amount
Caps on the total amount of remuneration
the service provider invests the investment amounts independently, i.e. without any influence from
the beneficiary or the company, on behalf of the beneficiary into Deutsche Börse AG shares. The share
purchase takes place during the first four trading days (consecutive calendar days) in June every year.
Remuneration report
Executive and Supervisory Boards | Management report | Financial statements | Notes
The share purchase process for members of the Executive Board was adjusted in 2017. Going forward,
the share purchase agreed upon under the Performance Bonus Plan and the Performance Share Plan
shall be settled by a service provider appointed by Deutsche Börse AG and assigned by the beneficiary;
share ownership guidelines
Automated share purchase designed to fulfil the plan conditions as well as the
1) No cap on share price performance
Performance-related component (share-based payment)
Performance-related component (cash component)
Non-performance-related component (cash component)
Under Deutsche Börse's share ownership guidelines, members of the Executive Board are obliged to
continuously hold a multiple of their average basic remuneration in Deutsche Börse AG shares during
their term of office. A multiple of 3 applies to the CEO, and a multiple of 2 to the Deputy CEO and to
ordinary Executive Board members. The relevant period is from 1 January 2016 to 31 December 2018.
Shares belonging to the following three categories are used to assess compliance with the share
ownership guidelines: (i) shares purchased from the performance bonus and being held during the
holding period; (ii) shares received under the allocation of performance shares; and (iii) shares held
in private ownership. Messrs Preuss, Pottmeyer and Tessler and Ms Stars must build up such share-
holdings over a three-year period ending on 31 December 2018. Mr Kengeter's obligations under
the share ownership guidelines ended upon the termination of his office on the Executive Board of
Deutsche Börse AG as at 31 December 2017.
Basic remuneration
+7.5 +10
+5
0
-5
-10
0
Floor
Сар
50
100
115
133
200
250
300
Assessing net income growth for performance shares
Deutsche Börse Group financial report 2017
140
139
The Supervisory Board determines the target achievement rate for net income growth at the end of
each financial year during the five-year performance period and determines them for the Executive
Board members. The target achievement rate at the end of the performance period in question is
calculated by adding together the annual target achievement rates for each of the five years and
dividing the total produced by five. Target achievement rates may range between 0 and 250 per cent.
If net income declines or remains unchanged year-on-year, this is deemed to represent a target
achievement rate of 0 per cent (floor). Net income growth of 7.5 per cent corresponds to a 100 per cent
target achievement rate. Net income growth of 15 per cent or more corresponds to a 250 per cent
target achievement rate (cap). The target achievement rate increases more strongly for growth rates
between 10 and 15 per cent than for single-digit growth rates, providing a greater incentive for
Executive Board members to aim for double-digit net income growth. See also the ☑"Assessing net
income growth for performance shares" chart.
Assessing net income for performance shares
4) In the last calendar month of the performance period, including all dividends paid during the performance period
5) Due in three tranches
3) Capped at 250 per cent of number granted
2) Year in which performance shares are granted
1) In the calendar month preceding the start of the performance period
Relative KPI
% = proportion of total target remuneration
+15
+20
150
Double-digit growh
Cash
Net income growth (%)
Performance
bonus
Shares
Performance shares
Target remuneration
Basic remuneration, and annual and long-term incentive components
Deutsche Börse Group financial report 2017
142
141
70th 75th 80th
60th
50th
Relative TSR vs index (percentile rank)
0
Performance-related remuneration for Executive Board members is predominantly share-based. In addition,
it is largely calculated on a long-term basis, with various target criteria being assessed over a period of
five years (performance shares) or four years (share-based performance bonus: annual payout and three-
year holding period for shares to be invested), respectively (see also the ☑“Basic remuneration, and
annual and long-term incentive components" chart). The cash component of the performance bonus
(annual payout) is the only short-term variable remuneration component.
50
Assessing the TSR performance for Deutsche Börse shares
The TSR performance for Deutsche Börse shares is derived from Deutsche Börse AG's ranking relative to
the companies included in the STOXX® Europe 600 Financials index. The target achievement rates for
Executive Board members can range from O per cent (floor) to 250 per cent (cap). A O per cent target
achievement rate is assumed where Deutsche Börse AG's relative five-year TSR falls short of the median,
i.e. where it is lower than that for at least half of the index constituents. Where Deutsche Börse AG's
TSR has outperformed 60 per cent of index constituents, this represents a target achievement rate of
100 per cent. Where Deutsche Börse AG's TSR has outperformed at least 75 per cent of index
constituents, this represents a target achievement rate of 175 per cent. The cap of 250 per cent is reached
if Deutsche Börse AG's TSR ranks in the top 20 per cent of index constituents - in other words, if it is
in the 80th percentile of the index or higher. Please also refer to the “Assessing the total shareholder
return (TSR) for Deutsche Börse shares for performance shares" chart.
Remuneration report
Assessing the total shareholder return (TSR) for Deutsche Börse shares for performance shares
Target achievement (%)
300
250
Executive and Supervisory Boards | Management report | Financial statements | Notes
175
150
100
200
Gerhard Roggemann4)
full year
full year
Jutta Stuhlfauth
135.0
145.0
full year
Erhard Schipporeit
166.0
172.0
full year
full year
154.0
full year
143.0
Combined corporate governance statement and corporate governance report
full year
Declaration of conformity pursuant to section 161 of the Aktiengesetz (AktG, German Stock
Corporation Act)
1 Jan 11 May
Deutsche Börse Group assigns great importance to the principles of good corporate governance and
control. In this section we report on corporate governance at Deutsche Börse AG, in accordance with
section 3.10 of the Deutscher Corporate Governane Kodex (the Code, German Corporate Governance
Code). Moreover, this report includes the Corporate Governance Statement pursuant to sections 289f
and 315d of the Handelsgesetzbuch (HGB, German Commercial Code).
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
4) Left the Supervisory Board on 11 May 2016
3) Elected to the Supervisory Board on 11 May 2016
Johannes Witt
2) Remuneration including individual attendance fee
Total
1,764.9
132.0
138.0
1,842.0
Amy Yip
full year
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
54.2
196.0
140.0
Karl-Heinz Flöther
142.0
149.0
full year
full year
89.7
Marion Fornoff
142.0
full year
190.0
full year
full year
On 12 December 2017, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following declaration of conformity:
Ann-Kristin Achleitner³)
11 May-31 Dec
Monica Mächler
Hans-Peter Gabe
full year
146.0
full year
full year
Craig Heimark
103.0
108.0
full year
full year
106.0
112.0
full year
full year
107.0
114.0
full year
"Declaration of conformity by the Executive Board and the Supervisory Board of Deutsche Börse AG
regarding the German Corporate Governance Code in accordance with section 161 of the German
Stock Corporation Act
0
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the recommenda-
tions of the Code have been met almost completely and will be met with only few deviations. For details,
please see below:
2016
€ thous.
€ thous.
Defined benefit
system
Andreas Preuss
2017
800.0
50.0
11,928.9
11,241.2
Jeffrey Tessler
577.8
45.0
50.0
45.0
as at
31 Dec 2016
€ thous.
31 Dec 2017
Richard Berliand (Deputy Chairman)
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Amount of Executive Board remuneration
The following tables contain the figures for the individual Executive Board remuneration components
mentioned above for financial years 2017 and 2016. The remuneration awarded to each Executive
Board member in accordance with section 4.2.5 (3) of the German Corporate Governance Code
is shown in the ☑“Benefits granted" and "Benefits received" tables. The information disclosed in
accordance with section 314 of the HGB is shown in the "Benefits received" table.
Retirement benefits
Pensionable
income
€ thous.
Replacement rate
Pension expense
2017
€ thous.
as at
31 Dec 2017
%
as at
31 Dec 2016
%
as at
Present value/defined
benefit obligation
For the period since the last regular declaration of conformity dated 8 December 2016 until 23 April
2017, the following declaration of conformity refers to the old version of the German Corporate
Governance Code (the Code) of 5 May 2015. Since 24 April 2017 it refers to the new version of the
Code as amended on 7 February 2017 and published in the Federal Gazette on 24 April 2017.
4,515.6
1,000.2
288.2
The annual declaration of conformity pursuant to section 161 of the AktG, as well as the declarations
of conformity for the the past five years, are available on our website ☑www.deutsche-boerse.com/
declconformity.
No. 5.3.3 of the Code recommends that the Supervisory Board form a Nomination Committee composed
exclusively of shareholder representatives. Section 4 b of the German Stock Exchange Act, in the version
applicable from 3 January 2018, provides that the Nomination Committee shall also assist the
Supervisory Board in selecting candidates for positions in the management at exchange operators. At
Deutsche Börse AG, this task has previously been performed by the Personnel Committee, on which
employee representatives also sit. In order to implement the new requirements of the German Stock
Exchange Act while maintaining the practice of involving employee representatives in the process of
selecting candidates for the Executive Board of Deutsche Börse AG, the Supervisory Board has resolved
to combine the Nomination Committee and the Personnel Committee in the future into a joint committee
on which employee representatives also sit. Therefore, the Nomination Committee will also be composed
of employee representatives. However, it will be ensured that the nominees proposed to the Annual
General Meeting are determined solely by the shareholder representatives on the Committee."
3. Composition of the Nomination Committee (no. 5.3.3 of the Code)
No. 4.2.5 (3) (subitem 1) of the Code recommends, inter alia, presenting the maximum achievable
remuneration for variable remuneration components in the remuneration report. As there will be no cap
in relation to the share-based variable remuneration components, the maximum achievable remunera-
tion cannot be presented as recommended in no. 4.2.5 (3) (subitem 1) of the Code. Therefore, the
deviation from the Code results from the fact that there is no cap on the maximum achievable remu-
neration for the amount of the variable compensation component.
achievable bonus amount as there is no cap on share price performance. In our opinion, setting another
cap solely on the amount of the variable remuneration component would be inconsistent with the
rationale of a share-based remuneration system which aims to achieve an adequate participation in the
economic opportunities and risks of the company by the members of the Executive Board. Extraordinary
developments are sufficiently reflected in the total cap.
Deutsche Börse Group financial report 2017
Disclosures on suggestions by the Code
156
The long-term variable remuneration components under the remuneration system are share-based. Even
though a cap is provided in relation to the number of shares granted, no cap is foreseen on the maximum
989.2
No. 4.2.3 (2) (sentence 6) of the Code recommends that the amount of management be capped, both
as regards variable components and in the aggregate. Deutsche Börse AG deviated and will deviate from
this recommendation.
2. Caps on total amount of remuneration (no. 4.2.3 (2) (sentence 6) of the Code) and disclosure in
the remuneration report (no. 4.2.5 (3) 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 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.
1. Agreement of severance payment caps when concluding Executive Board contracts (no. 4.2.3
(4) of the Code)
155
5,550.2
Deutsche Börse AG also largely complies with the suggestions of the Code, and only deviates regarding
the following aspects:
In accordance with section 4.2.3 (2) sentence 9 of the Code, early disbursements of multiple-year,
variable remuneration components should not be permitted. Whilst Deutsche Börse AG adheres to this
suggestion in principle, it reserves the right to deviate in extraordinary circumstances, e.g. in the event of
an Executive Board member's inability to work, disease or death. The company also reserves the right to
diverge from this procedure, in other extraordinary cases such as change-of-control events.
1,331.7
403.8
Total
1,377.8
16,444.5
16,791.4
In accordance with section 4.1.3 sentence 3 of the Code, employees shall be given the opportunity to
report, in a protected manner, suspected breaches of the law within the company; third parties should
also be given this opportunity. Deutsche Börse AG has implemented a whistleblowing system for its
employees, in accordance with the recommendation in section 4.1.3 sentence 3 of the Code. This
whistleblowing system is also open to external service providers. However, Deutsche Börse deviates from
the suggestion of also giving third parties the opportunity of reporting such suspicions, mainly given the
fact that as far as Deutsche Börse is concerned, such third parties are regular market participants -
having other options for reporting suspicions at their disposal without being bound by fiduciary duties
under employment law.
1,288.4
Defined contribution
system
Carsten Kengeter¹)
1,000.0
40.0
40.0
1,735.5
Joachim Faber (Chairman)
Effective as of 1 January 2017, the existing remuneration system for the Executive Board of Deutsche
Börse AG was adjusted. The annual remuneration, comprising fixed and variable remuneration com-
ponents and pension benefits, has now been capped at €9.5 million (total cap) for each member of the
Executive Board. Ancillary benefits are not included in this amount. Although these are subject to
fluctuation, no extraordinary fluctuations are expected and therefore it is not necessary to include them
in the total cap.
266.0
no max.
Total
5,036.5
1,536.5
no max.
1,100.0
1,300.0
5,129.3
Pension expense
0
0
0
548.2
Total remuneration
5,036.5
1,536.5
0
no max.
1) The level of target achievement is capped at 200 per cent. No cap on the share price performance - therefore, no maximum can be stated (no max.).
For more information, please refer to the "Combined corporate governance statement and corporate governance report" section.
2) The target achievement rates for net income and total shareholder return, and for the maximum number of performance shares are all capped
at 250 per cent. No cap on the share price performance - therefore, no maximum can be stated for the individual remuneration components (no max.).
For more information, please refer to the "Combined corporate governance statement and corporate governance report" section.
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
Fixed remuneration
Ancillary benefits
Total
One-year variable remuneration
Cash component performance bonus (50%)
Multi-year variable remuneration
Share component performance bonus (50%, 3-year holding period)¹)
Performance shares (5-year term) 2)
Total
Pension expense
Total remuneration
5,677.5
Hauke Stars
1,300.0
no max.
Carsten Kengeter
CEO (until 31 Dec 2017)
2017
€ thous.
2017
(min)
2017
(max)
2016
€ thous.
€ thous.
€ thous.
1,500.0
36.5
1,500.0
36.5
1,536.5
1,500.0
129.3
1,536.5 1,536.5 1,629.3
Performance shares (5-year term)2)
1,500.0
Total
One-year variable remuneration
Cash component performance bonus (50%)
1,100.0
0 2,200.0
1,100.0
Multi-year variable remuneration
2,400.0
0
no max.
2,400.0
Share component performance bonus (50%, 3-year holding period) ¹)
1,100.0
0
36.5
2017
€ thous.
2017
(min)
€ thous.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Andreas Preuss
Deputy CEO
Gregor Pottmeyer
CFO
2017
2017
2017
(min)
(max)
2016
2017
2017
(min)
2017
(max)
2016
€ thous.
516.7
516.7
2,224.6
209.0
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
800.0
800.0
800.0
800.0
720.0
720.0
720.0
720.0
33.0
€ thous.
225.1 225.1
899.9 9,500.0³) 2,433.6
2,450.0
225.1
2017
(max)
2016
€ thous.
€ thous.
650.0
650.0
650.0
650.0
24.8
674.8
24.8
674.8
24.8
24.5
674.8
674.5
516.7
0
1,033.4
no max.
674.8
2,224.9
no max.
0
516.7
Ancillary benefits
no max.
516.7
1,033.4
no max.
0
1,033.4
516.7
0
33.0
Fixed remuneration
Deutsche Börse Group financial report 2017
Total
Expense recognised
(total)
€ thous.
7,965.7
(3,011.7)
667.0
(164.2)
532.6
(131.1)
Carrying amount as at
the reporting date
(total)
€ thous.
12,057.0
(4,091.3)
831.2
Jeffrey Tessler
(164.2)
(131.1)
491.4
(120.9)
612.4
(120.9)
529.4
659.7
(130.3)
(130.3)
10,186.1
14,824.0
(3,558.2)
(4,637.8)
1) Includes the expense recognised for the Co-Performance Investment Plan and the Performance Share Plan
663.7
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
Hauke Stars
Andreas Preuss
548.2
Gregor Pottmeyer
500.0
48.0
48.0
3,207.3
2,711.5
293.3
279.9
Hauke Stars
500.0
36.0
36.0
1,549.1
Gregor Pottmeyer
978.8
209.0
Total
2,000.0
4,756.4
4,679.5
518.4
1,037.1
1) The provision was reversed given that existing pension claims were forfeitable.
147
148
Deutsche Börse Group financial report 2017
2017 total expense for share-based payments
(Prior-year figures in brackets)
Carsten Kengeter¹)
225.1
Number of phantom shares
Number of
phantom shares
on the
grant date
2,154
9,302
Total 2016 to 2017 tranches
23,718
Hauke Stars
Tranche 2017
6,887
6,414
13,301
Tranche 2016
6,595
1,988
8,583
Total 2016 to 2017 tranches
7,148
21,884
Tranche 2017
Tranche 2016
7,420
6,911
14,331
7,105
2,141
9,246
Total 2016 to 2017 tranches
23,577
Total 2015 to 2017 tranches
1) Concerning the Co-Performance Investment Plan
269,370
149
150
Jeffrey Tessler
Tranche 2016
14,416
6,952
shares since
the grant date
Adjustments of
number of phantom
Number of
phantom shares
as at
31 Dec 2017
Carsten Kengeter
Tranche 2017
17,327
Tranche 2016
16,593
10,592
1,018
27,919
17,611
Tranche 2015¹)
68,987
55,970
124,957
Total 2015 to 2017 tranches
170,487
7,464
Tranche 2017
Gregor Pottmeyer
29,704
Total 2016 to 2017 tranches
11,650
Benefits granted
2,698
Tranche 2016
18,054
8,706
9,348
Tranche 2017
Andreas Preuss
8,952
257.0
601.2
no max.
556.7
2,449.9
403.8
288.2
no max.
798.8
288.2
2,468.9
288.2
no max.
0
556.7
no max.
0
556.7
556.7
1,113.4
no max.
0
1,113.4
556.7
833.0
833.0
33.0
833.0
31.7
831.7
30.5
750.5
30.5
750.5
30.5
2,757.1 1,087.0 9,500.0³) 2,853.7
28.5
151
Deutsche Börse Group financial report 2017
1,026.7
Multi-year variable remuneration
2,200.0 757.5 1,363.0
1,026.7
Cash component performance bonus (50%)
831.7
31.7
2016
€ thous.
800.0
2017
€ thous.
800.0
33.0
1,500.0
129.3
1,629.3 833.0
1,536.5
€ thous.
2016
2017
€ thous.
1,500.0
36.5
(until 31 Dec 2017) Deputy CEO
Andreas Preuss
CEO
Carsten Kengeter
One-year variable remuneration
Total
Ancillary benefits¹)
Fixed remuneration
Benefits received
152
750.5
748.5
701.4
0
no max.
560.0
750.5
no max.
293.3
293.3
2,428.5
279.9
3,937.4 1,833.2 9,500.0³) 4,267.6 2,723.8
1,043.8 9,500.0³) 2,708.4
Jeffrey Tessler
2017
2017
(min)
€ thous. € thous.
780.6
780.6
18.2
798.8
18.2
798.8
2017
(max)
€ thous.
780.6
18.2
798.8
2016
€ thous.
761.6
18.2
779.8
560.0
2,430.5
293.3
560.0
no max.
0
0 1,402.8
1,402.8
0
no max.
701.4
1,402.8
560.0
0
1,120.0
560.0
1,120.0
0
3,670.6
no max.
701.4
0
no max.
701.4
0
no max.
2,937.2
1,000.2
833.0
1,000.2
1,113.4
701.4
701.4
2,935.9
1,000.2 1,331.7
560.0
1,120.0
556.7
757.5 5,941.1
1,470.6
560.0
293.3 279.9 225.1 209.0
403.8 1,806.8 2,772.6
2,253.4 6,820.3 2,015.9 5,431.6 2,289.4 6,532.4 13,496.8 36,299.9
288.2
6,128.6 11,690.0 33,527.3
1,960.1 6,540.4 1,790.8 5,222.6 2,001.2
601.2 851.7 3,548.2 6,048.7
601.2 4,497.1 3,548.2 22,814.8
3,645.4
16,766.1
851.76) 3,548.2 6,048.75)
0
682.0
3,866.1
3,184.1
682.06)
558.0
952.0 558.0
604.8 4,839.9 558.0
3,887.9
952.06)
604.8
604.8
4,593.6 4,663.8
232.2
143.0
4,431.6
4,450.6
€ thous.
€ thous.
€ thous.
761.6
18.2
779.8
18.2
798.8
24.5
674.5
24.8
674.8
560.0
-3,887.9
-293.3 -279.9 -225.1
2,520.1 3,212.5 2,307.5
748.5
516.7
556.7
full year
full year
€ thous.
€ thous.
2016
20172)
2016
2017
Supervisory Board remuneration ¹)
Remuneration paid to members of the Supervisory Board for advisory and agency services
No agreements for advisory and agency services had been entered into in the reporting period with
members of the Supervisory Board, or with companies that employ members of the Supervisory Board
of Deutsche Börse AG or in which Supervisory Board members hold an interest.
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of
€1 thousand for each Board or committee meeting that they attend in person, either as a member or
as a guest. Where two or more meetings are held on the same day or on consecutive days, the
attendance fee is only paid once.
The members of the Supervisory Board receive fixed annual remuneration of €70,000. The Chairman
receives remuneration of €170,000 and the Deputy Chairman receives €105,000. Members of Super-
visory Board committees receive additional fixed annual remuneration of €30,000 for each committee
position they hold. The relevant amount for members of the Audit Committee is €35,000. The remu-
neration paid to committee chairs is €40,000, or €60,000 in the case of the Chairman of the Audit
Committee. If a Supervisory Board member belongs to several Supervisory Board committees, only
their work on a maximum of two committees (the two most highly remunerated ones) is remunerated.
Supervisory Board members who only hold office for part of the financial year receive one-twelfth of
the fixed annual remuneration and, if applicable, of the remuneration payable for their membership of
committees, for each month or part-month in which they are members.
Supervisory Board remuneration
Deutsche Börse Group financial report 2017
154
153
7,105 48,446 46,393
7,420
6,595
6,887
7,148
7,464
556.7 3,634.8 3,634.8
-3,645.4
-16,766.1
-403.8 -1,806.8 -2,772.6
3,039.9 15,324.8 20,396.0
516.7
-3,184.1
-209.0 -288.2
2,555.2 2,557.9
750.5
28.5
30.5
4,889.9
0
701.4
701.4
1,300.0 1,300.0
-1,470.6
Number of phantom shares4)
Total remuneration (section 314 of the HGB)
Less pension expense
Less variable share component²)
Plus performance shares
548.2 1,000.2 1,331.7
8,048.1 3,348.2 9,467.5
3,589.9
Total remuneration (German Corporate Governance Code)³)
Pension expense
7,499.9 2,348.0 8,135.8
3,589.9
Total
Performance shares (5-year term)
757.5 1,363.06)
2,200.0
1,026.7
Share component performance bonus (50%, 3-year holding period)
4,578.1
-4,578.1
-548.2 -1,000.2 -1,331.7
7,329.3 3,049.4 4,259.1
17,327
16,593 9,348
8,952
€ thous.
780.6
2016
2017
2016
2017
2016
€ thous.
650.0
2017
€ thous.
650.0
720.0
720.0
€ thous.
€ thous.
Variable share component (SBP tranches 2013-2015)2)
2016
Total
Jeffrey Tessler
Hauke Stars
Gregor Pottmeyer
CFO
Executive and Supervisory Boards | Management report | Financial statements | Notes
Remuneration report
6) For further details regarding the share purchase process, please refer to the "Automated share purchase designed to fulfil the plan conditions as well
as the share ownership guidelines" section.
5) No share investments have been executed to date, due to the planned merger with London Stock Exchange Group.
4) The number of prospective performance shares for the performance period determined at the 2017 grant date is calculated by dividing the target
amount by the average share price (Xetra® closing price) for Deutsche Börse shares in December 2016 (€75.03).
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
2) Remuneration components under the remuneration system applicable until the end of 2015
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements,
travel arrangements, and expenses for tax and legal advice.
2017
0
Strategy Committee
The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its
members.
(Chairman)
Joachim Faber
Regulatory
requirements
Clearing,
settlement and
custody
business
Information
technology and
security,
digitisation
and
compliance
■ Joachim Faber
markets
management
Risk
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
Nomination Committee¹)
Members
■ Joachim Faber
(Chairman)
+
■ Ann-Kristin Achleitner
■ Amy Yip
+
(Deputy Chairman)
+
+
+
Craig Heimark
+
+
Karl-Heinz Flöther
+
+
+
+
+
Ann-Kristin Achleitner
+
+
Richard Berliand
Composition
■The Chairman of the Personnel Committee also chairs the Nomination Committee.
■ At least two other members (solely shareholder representatives, who are also members of the
Personnel Committee)
Risk Committee
Members
■Richard Berliand
(Chairman)
■ Monica Mächler
■Erhard Schipporeit
■Jutta Stuhlfauth
Composition
■ At least four members, who are elected by the Supervisory Board
Responsibilities
■ Reviews the risk management framework, including the overall risk strategy and risk appetite, and
the risk roadmap
■ Takes note of and reviews the periodic risk management and compliance reports
■ Oversees monitoring of the Group's operational, financial and business risk
■ Discusses the annual reports on significant risks and on the risk management systems at regulated
Group entities, to the extent legally permissible
163
164
Deutsche Börse Group financial report 2017
1) The Nomination Committee and the Personnel Committee were merged to a joint committee, effective 3 January 2018. Marion Fornoff has been a member of the
joint Nomination Committee since 3 January 2018.
■ Approves cases in which the Executive Board grants employees retirement pensions or other
individually negotiated retirement benefits, or proposes to enter into employer/works council
agreements establishing pension plans
■ Approves the grant or revocation of general powers of attorney
■ Approves appointments of members of Deutsche Börse AG's Executive Board to other executive
boards, supervisory boards, advisory boards and similar boards, as well as honorary appointments
and sideline activities, and approves any exemptions from the requirement to obtain approval
Responsibilities
■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's
election proposal to the Annual General Meeting
1) The Nomination Committee and the Personnel Committee were merged to a joint committee, effective 3 January 2018. Marion Fornoff has been a member of the
joint Nomination Committee since 3 January 2018.
Personnel Committee¹)
Members
■ Joachim Faber
(Chairman)
Monica Mächler
■ Ann-Kristin Achleitner
Composition
■Chaired by the Chairman of the Supervisory Board
■ At least three other members, who are elected by the Supervisory Board and one of whom must
be an employee representative
■ Amy Yip
Responsibilities
■ Deals with issues relating to the contracts of service for Executive Board members, and in
particular to the structure and amount of their remuneration
■ Addresses succession planning for the Executive Board
■Marion Fornoff
+
+
Erhard Schipporeit
Amy Yip
■
Understanding of commercial issues
■
Ideally, each Supervisory Board member holds the following basic qualifications:
Individual (basic) qualification requirements
Given their knowledge, skills and professional experience, members of the Supervisory Board shall have
the ability to perform the duties of a supervisory board member in a company with international
business activities. The Supervisory Board has determined individual (basic) as well as general
qualification requirements. Basic requirements are derived from the business model, the concrete
targets, as well as from specific regulations applicable to Deutsche Börse Group.
Qualification requirements
In accordance with section 5.4.1 of the German Corporate Governance Code, the Supervisory Board has
adopted a catalogue of specific targets concerning its composition, particularly with regard to the
nomination of members in the future. This catalogue comprises qualification requirements as well as
diversity targets. Furthermore, members shall have sufficient time, as well as the personal integrity and
suitability of character to exercise their office. In addition, half of the shareholder representatives on the
Supervisory Board shall be independent.
Targets for composition and qualification requirements of the Supervisory Board
■ Oversees monitoring of technological innovations, the provision of IT services, the technical
performance and stability of the IT systems, operational IT risks, and information security services
and risks
■ Supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group's business strategy, and with respect to information security
■ Advises on IT strategy and architecture
Responsibilities
■ At least three members, who are elected by the Supervisory Board
Composition
■ Johannes Witt
Analytical and strategic skills
■
Knowledge of the financial services sector
Understanding of the corporate governance system
Regulatory requirements
Clearing, settlement and custody business
■
■ Information technology and security, digitisation
■ Risk management and compliance
■ Accounting, finance, audit
■ Business models of exchanges and the capital markets
■ Craig Heimark
The general qualifications refer to the Supervisory Board in its entirety. At least two of its members
should have profound knowledge especially concerning the following topics:
Corporate governance statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
■ Understanding of Deutsche Börse Group's structure
Understanding of the member's own position and responsibilities
■
Understanding of Deutsche Börse AG's activities
■
General qualification requirements
Members
■ Karl-Heinz Flöther
■Richard Berliand
The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when
nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board's
bylaws provide for a general limitation to members' maximum term of office to twelve years, which the
Supervisory Board shall also consider in its nominations of candidates to the Annual General Meeting.
Flexible age limit and term of office
Deutsche Börse Group financial report 2017
166
165
The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory
Board in accordance with section 289f (2) no. 6 of the HGB, has the objective of ensuring a wide range
of perspectives and experience through the composition of both bodies. The concept is implemented
within the scope of appointing new Executive Board members, or regarding nominations for election of
new Supervisory Board members.
Diversity concept for the Executive Board and the Supervisory Board
In accordance with section 5.4.2 of the German Corporate Governance Code, the Supervisory Board
shall be comprised of what it considers to be an appropriate number of independent members.
Supervisory Board members are no longer to be considered independent in the meaning of section 5.4.2
of the Code particularly if they have a personal or business relationship with the company, its governing
bodies, a controlling shareholder or an entity affiliated with the controlling shareholder that may cause a
substantial (and not merely temporary) conflict of interest. The Supervisory Board has resolved that at
least half of its members who are shareholder representatives are to be independent in this sense. At
present, all shareholder representatives are regarded as being independent.
Independence
+
+
+
+
+
+
Accordingly, Craig Heimark and Erhard Schipporeit who have been members of the Supervisory Board
since 2005 will not be nominated to the Annual General Meeting 2018 for re-election. In order to
ensure balance between personnel changes and continuity in the work of the Supervisory Board, as well
as to preserve knowledge and experience amongst its members, the Supervisory Board proposes to the
Annual General Meeting to re-elect Richard Berliand who has been a member of the Supervisory Board
since October 2005. The proposal to extend Mr Berliand's term of office beyond the general limitation
to members' maximum term of office is based, in particular, on his profound experience – gained over
many years - with exchange organisations and their processes, and his extensive knowledge of financial
markets infrastructure providers.
The flexible age limit for members of the Executive Board provides for the term of office to expire at the
end of the month during which a member reaches the age of 60 years. From the month during which an
Executive Board member has reached the age of 60, re-appointment is permitted for a period of one year
in each case, provided that the last term of office shall expire at the end of the month during which the
Executive Board member reaches the age of 65. When appointing members of the Executive Board, the
Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board
from the company's perspective. In this context, experience and industry knowledge as well as
professional and personal qualifications play a major role. Depending on the Executive Board position to
be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills
are up to date. The flexible age limit has been deliberately worded so as to preserve the Supervisory
Board's flexibility in taking decisions on appointments.
At present, no Executive Board member has passed the age limit of 65 years. The appointments of
Andreas Preuss and Jeffrey Tessler, who have both reached the age of 60, were only extended by one
year each during 2017. CEO Theodor Weimer, who has been appointed as at 1 January 2018, will be
61 years old at the end of his current term of office.
Share of women holding management positions
Members
Technology Committee
■ Addresses fundamental strategic and business issues, as well as important projects for Deutsche
Börse Group
■ Advises the Executive Board on matters of strategic importance to the company and its affiliates
Responsibilities
■ At least five other members, who are elected by the Supervisory Board
■Chaired by the Chairman of the Supervisory Board
(Chairman)
Composition
■ Jutta Stuhlfauth
■ Hans-Peter Gabe
■ Richard Berliand
■ Ann-Kristin Achleitner
(Chairman)
At the time when the targets for Deutsche Börse AG's Supervisory Board and Executive Board were set,
33.33 per cent of Supervisory Board members were women, while the figure for the Executive Board
was 20 per cent. In view of this, the Supervisory Board resolved on 16 June 2015 that the current
proportion of female members of the Supervisory Board (33.33 per cent) and the Executive Board (20
per cent) should be maintained as a minimum requirement until the end of the first implementation
period (30 June 2017). Both targets were achieved: whilst the proportion of female Executive Board
members remained unchanged at 20 per cent as at 30 June 2017, the proportion of female members of
the Supervisory Board reached 41.67 per cent at the same date, thus exceeding the self-imposed
minimum target. The Supervisory Board resolved, with effect from 1 July 2017, to maintain both targets
until 31 December 2021. By virtue of the Mitbestimmungsgesetz (MitBestG, German Co-determination
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberg, German Act on the
Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors),
Deutsche Börse AG's Supervisory Board has defined target quotas for women on these boards, in
accordance with section 111 (5) of the AktG.
■ Amy Yip
Accounting,
finance, audit
Audit Committee
Business
models of
exchanges and
the capital
Supervisory Board committees during 2017: composition and responsibilities
Deutsche Börse Group financial report 2017
162
161
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at www.deutsche-boerse.com/supervboard.
The chairmen of the individual committees report to the plenary meeting about the subjects addressed,
and resolutions passed, in the committee meetings. Information on the Supervisory Board's concrete
work and meetings during the reporting period can be found in the report of the Supervisory Board.
The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the plenary meeting of the
Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. The Supervisory Board had six
committees during the reporting period (for details, please refer to the ☑"The Supervisory Board
committees during 2017: composition and responsibilities" tables). Their individual responsibilities are
outlined in the Supervisory Board's bylaws. The committees' rules of procedure correspond to those for
the plenary meeting of the Supervisory Board. In accordance with section 4b (5) of the BörsG, the
Supervisory Board resolved to merge the Nomination and the Personnel Committee to a joint committee,
with effect from 3 January 2018. Details of the duties and members of the individual committees can
be found online, at ☑ www.deutsche-boerse.com/supervboard > Committees.
Supervisory Board committees
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. The Supervisory Board passes its
resolutions by a simple majority. If a vote is tied, the Chairman has the casting vote. In addition, the
Supervisory Board regularly reviews the efficiency of its work, discusses potential areas for improvement,
and resolves suitable measures where necessary.
Considering the future equal representation on the Supervisory Board of Deutsche Börse AG, in accord-
ance with the provisions of the MitbestG, a proposal will be made to the 2018 Annual General Meeting
to resolve that the number of Supervisory Board members be increased from currently 12 to 16 mem-
bers. This increase is also supposed to account for the increased demands placed upon Supervisory
Board members, in connection with the growth of the company and the Group, in particularly with
regard to diversity and internationalisation.
To date, the Supervisory Board has consisted of twelve members: two-thirds of its members are
shareholder representatives, and one-third are employee representatives. The term of office of current
members will end at the close of the Annual General Meeting held on 16 May 2018. Following the end
of proceedings for change of status (Statusverfahren) under section 98 of the AktG on 22 December
2017, the Supervisory Board of Deutsche Börse AG is to be composed in accordance with the provisions
of the Mitbestimmungsgesetz (MitbestG, German Co-determination Act). This reflects the fact that the
number of Deutsche Börse's employees in Germany has exceeded the threshold of 2,000 employees, as
referred to in section 1 (1) no. 2 of the MitbestG. Accordingly, with effect from the 2018 Annual General
Meeting, the company's Supervisory Board must consist of an equal number of shareholder
representatives and employee representatives.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategically
important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for
the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the
Executive Board, for deciding on their total remuneration, and for examining Deutsche Börse AG's
consolidated and annual financial statements, as well as the combined management report including the
combined non-financial statement. Details of the Supervisory Board's work during the 2017 financial
year can be found in the ☑ report of the Supervisory Board.
Deutsche Börse AG's Supervisory Board
More information on the Executive Board, its composition, and members' individual appointments and
biographies can be found at ☑www.deutsche-boerse.com/execboard.
Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has
resolved for the Executive Board. Amongst other things, these list issues that are reserved for the entire
Executive Board, special measures requiring the approval of the Supervisory Board, and other procedural
details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these
are convened by the CEO, who coordinates the Executive Board's work. Any Executive Board member
can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board
normally takes decisions on the basis of resolutions passed by a simple majority of the members voting
on them in each case. If a vote is tied, the CEO has the casting vote. The CEO also has a right of veto,
although he or she cannot enforce a resolution against a majority vote.
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the company's business areas assigned
to them in the Executive Board's schedule of responsibilities independently, and are personally respon-
sible for them. In addition to the business areas, there are two functional areas of responsibility - that of
the CEO and that of the Chief Financial Officer (CFO). The business areas cover the operating business
units, such as the company's cash market activities and the derivatives business, securities settlement
and custody, information technology, and the market data business. Details can be found in the
"Overview of Deutsche Börse Group - Organisational structure" section.
Supervisory Board members' general qualification requirements
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had five members
during the reporting period. The main duties of the Executive Board include defining the Group's
corporate goals and strategic orientation, managing and monitoring the operating units, as well as
establishing and monitoring an efficient risk management system. The Executive Board is responsible for
preparing the consolidated and annual financial statements of Deutsche Börse AG, as well as for
producing financial information during the course of the year. In addition, it must ensure the company's
compliance with legal requirements and official regulations.
Members
■ Karl-Heinz Flöther
■ Prepares the Supervisory Board's resolution approving the Statement of Compliance pursuant to
section 161 of the AktG, and the corporate governance statement in accordance with section 289f
of the HGB
■ Issues the engagement letter to the auditor - including, in particular, the review or audit of half-
yearly financial reports, and determines focal areas of the audit and the audit fee
■Deals with non-audit services rendered by the external auditors
■ Deals with the required independence of external auditors
■ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election
of the external auditors of the annual financial statements, the consolidated financial statements
and the half-yearly financial report (to the extent that the latter is audited or reviewed by external
auditors), and makes corresponding recommendations to the Supervisory Board
■ Examines the annual financial statements, the consolidated financial statements and the
combined management report (including the combined non-financial statement), discusses the
audit report with the external auditors and prepares the Supervisory Board's resolutions adopting
the annual financial statements and approving the consolidated financial statements, as well as
the resolution on the Executive Board's proposal on the appropriation of the unappropriated
surplus
■ Half-yearly financial reports, plus any quarterly financial reports, if applicable
■ Deals with accounting issues, including oversight of the accounting and reporting process
■ Audit reports
■ Deals with issues relating to the adequacy and effectiveness of the company's control systems - in
particular to risk management, compliance and internal auditing
■ Deals with issues relating to the preparation of the annual budget and financial topics, particularly
capital management
Responsibilities
■ Persons who cannot chair the committee: the Chairman of the Supervisory Board; former
members of the company's Executive Board whose appointment ended less than two years ago
■ Prerequisites for the chair of the committee: the person concerned must be independent, and must
have specialist knowledge and experience of applying accounting principles and internal control
processes (financial expert)
Composition
■ Johannes Witt
■ Monica Mächler
■Erhard Schipporeit
(Chairman)
Deutsche Börse AG's Executive Board
■ At least four members, who are elected by the Supervisory Board
160
Deutsche Börse Group not only requires its management and staff to adhere to high standards - it
demands the same from 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. Implement-
ing a resolution of the Executive Board, the code of conduct was amended in 2016 to include the require-
ments set out in the UK Modern Slavery Act, applicable to all corporations conducting business in the
United Kingdom. Most suppliers have signed up to these conditions; all other key suppliers have made
voluntary commitments which correspond to, or in fact exceed Deutsche Börse Group's standards.
Code of conduct for suppliers and service providers
The code of business conduct applies to members of the Executive Board as well as to all other
managers, and to all employees of Deutsche Börse Group. In addition to specifying concrete rules, the
code provides general guidance as to how employees can contribute to implementing the defined values
in their everyday working life. The goal of the code of business conduct is to provide guidance on
working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve
ethical and legal challenges. All newly-hired employees will receive the code as part of their employment
contract documentation. Staff who were already in the company prior to the introduction of the code will
familiarise themselves with the guidelines within the scope of an online training course, following which
they will need to confirm having attended the course and having understood its content. The code of
business conduct will evolve into an integral part of the relationship between employer and employees at
Deutsche Börse Group. Breaches of the code may lead to disciplinary action. The document is available
on www.deutsche-boerse.com > Sustainability > Set an example > Employees > Guiding principles.
Equal opportunities and protection from unsolicited behaviour
Ecological awareness
■Whistleblowing
■ Risk management
Anti-bribery and corruption
■ Personal account dealing, as well as prevention of insider dealing and market manipulation
Corporate funds and assets
■Confidentiality and handling of sensitive information
Acting responsibly means having values that are shared by all employees throughout the Group. In
2017, Deutsche Börse AG's Executive Board adopted an extended code of business conduct: this
document, which is applicable throughout the Group, defines the foundations of key ethical and legal
standards, including – but not limited to the following topics:
Code of conduct for employees
Deutsche Börse Group's global orientation means that binding policies and standards of conduct must
apply at each of the Group's locations around the world. Specifically, the main objectives of these
principles for collaboration are to ensure responsibility, respect, and mutual esteem. The Group also
adheres to these principles when implementing its business model. Communications with clients,
investors, employees and the general public are based on timely information and transparency. In
addition to focusing on generating profits, Deutsche Börse Group's business is managed in accordance
with recognised standards of social responsibility.
Conduct policies
Information on corporate governance practices
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
Deutsche Börse Group financial report 2017
157
158
■ Conflicts of interest
Service providers and suppliers must sign up to the code or enter into an equivalent voluntary
commitment before they can do business with Deutsche Börse Group. The code is reviewed regularly,
in the light of current developments, and amended if necessary. The code of conduct for suppliers and
service providers is available on Deutsche Börse Group's website ☑www.deutsche-boerse.com >
Sustainability > Set an example > Procurement management.
159
Deutsche Börse Group financial report 2017
Both boards perform their duties in the interests of the company and with the aim of achieving a
sustainable increase in value. Their actions are based on the principle of good corporate governance.
Therefore, Deutsche Börse AG's Executive Board and Supervisory Board work closely together in a spirit
of mutual trust, with the Executive Board providing the Supervisory Board with comprehensive
information on the course of business in a regular, timely, and comprehensive manner. In addition, the
Executive Board regularly informs the Supervisory Board concerning all issues relating to corporate
planning, the company's business performance, the risk situation and risk management, compliance,
and the company's control systems. The Chief Executive Officer (CEO) reports to the Supervisory Board
without undue delay, orally or in writing, on matters that are of special importance to the company.
Strategic orientation for the company is examined in detail and agreed with the Supervisory Board.
Implementation of the relevant measures is 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. The Supervisory Board may also request reports 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 Deutsche Börse AG's position.
The German Stock Corporation Act enshrines the dual board system - which assigns separate,
independent responsibilities to the Executive Board and the Supervisory Board as a fundamental
principle. These responsibilities are set out in detail in the following paragraphs.
-
Working practices of the Executive Board and the Supervisory Board
Risk and control management policies
Deutsche Börse Group's whistleblowing system gives employees and external service providers an
opportunity to report non-compliant behaviour. The Group has engaged Deloitte to act as an external
ombudsman, and to receive any such information submitted by phone or e-mail. Whistleblowers'
identities are not revealed to Deutsche Börse Group.
Whistleblowing system
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. This comprises the legal
requirements, the recommendations of the German Corporate Governance Code, international regu-
lations and recommendations, and other company-specific policies, among other things. The execu-
tives 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. Equally,
the Group has an enterprise-wide risk management system that covers, and provides mandatory rules
for, functions, processes and responsibilities. Details of the internal control system and risk management
at Deutsche Börse Group can be found in the ☑“Internal management” and “Risk report" sections.
Deutsche Börse Group's pivotal role in the financial sector requires that it handles information - and
especially sensitive data and facts – responsibly. A number of rules are in force throughout the Group
to ensure that employees comply with this. These cover both legal requirements and special policies
applicable to the relevant industry segments, such as the whistleblowing system and risk and control
management policies.
Sector-specific policies
Frankfurt Declaration www.deutsche-boerse.com/frankfurt-declaration: The Frankfurt Declaration
demonstrates the signatories' intention to define the framework conditions for sustainable finance and
to put concrete initiatives in place in the Frankfurt financial centre. These are directed towards the
identification of innovative business areas and the responsible handling of risks, among other things.
The potential of sustainable finance infrastructures must therefore be fully encouraged in order to
support positive economic and social development founded on the unconditional protection of the
natural basis of life.
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 employers to jointly shape policies and programmes.
Deutsche Börse Group has signed up to the ILO's labour standards, and hence has agreed to abide
by them.
Diversity Charter www.diversity-charter.com: as a signatory to the Diversity Charter, the company has
committed to acknowledging, respecting and promoting the diversity of its workforce, customers and
business associates – irrespective of their age, gender, disability, race, religion, nationality, ethnic back-
ground, sexual orientation or identity.
United Nations Global Compact ☑www.unglobalcompact.org: this voluntary business initiative estab-
lished by the United Nations aims to achieve a more sustainable and more equitable global economy.
At the heart of the compact are ten principles covering the areas of human rights, labour, the environ-
ment and anti-corruption. Deutsche Börse Group has submitted annual communications on progress
(COPs) on its implementation of the UN Global Compact since 2009.
Values
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards of
the different countries in which it operates. A key way in which the Group underscores the values which
it considers important is by joining initiatives and organisations that advocate generally accepted ethical
standards. Relevant memberships are as follows:
273.9
Other current provisions
23, 27
191.6
15
Financial instruments held by central counterparties
78,798.6
Liabilities from banking business
339.4
107,479.4
178.3
26
4,837.2
CURRENT LIABILITIES
8,669.8
7,023.8
Total non-current liabilities
7.9
6.9
5,856.6
15
Other non-current liabilities
28
Financial instruments held by central counterparties
Tax provisions³)4)
13,264.4
Total equity and liabilities
Other bank loans and overdrafts
2,284.7
(KStG, the German Corporation Tax Act) (31 December 2016: €2.3 million)
1) Thereof €0.4 million (31 December 2016: €0.4 million) receivable from related parties
2) Thereof none with a remaining maturity of more than one year from corporation tax credits in accordance with section 37 (5) of the Körperschaftsteuergesetz
163,843.1
135,141.4
159,219.9
130,182.0
Total liabilities
150,550.1
123,158.2
525.7
1,191.2
30
27,777.6
29,215.3
29
3.6
1.5
Total current liabilities
Other current liabilities
Cash deposits by market participants
Liabilities to related parties
0.1
471.2
7.3
148.9
Trade payables
13,840.3
1,688.4
31 Dec 2017
Interest-bearing liabilities
Shareholders' equity
Accumulated profit
Revaluation surplus
Treasury shares
Share premium
Subscribed capital
EQUITY
€m
€m
31 Dec 2016
3) Thereof income tax expense: €299.6 million (2016: €231.5 million)
Note
Equity and liabilities
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated balance sheet
163,843.1
135,141.4
Total assets
151,904.4
1,458.1
27,777.6
29,392.0
1,297.6
124,257.7
19
Total current assets
Other cash and bank balances
Restricted bank balances
Non-controlling interests
25
Total equity
193.0
1,332.3
-334.6
235.7
226.8
10
Deferred tax liabilities
117.0
120.3
23, 24
Other non-current provisions
167.9
144.2
22
Provisions for pensions and other employee benefits
NON-CURRENT LIABILITIES
4,623.2
4,959.4
142.2
118.1
4,481.0
4,841.3
3,230.1
3,631.0
41.5
19.6
-311.4
193.0
1,327.8
20
4) This item also includes non-current tax provisions; for details see ☑note 26.
0.5
176
0
917.4
0
-3.9
-157.5
-5.0
-10.4
-178.9
-312.4
-49.8
-115.1
-106.1
-43.1
Net change in cash and cash equivalents
Cash flows from financing activities
Dividends paid
Proceeds from short-term financing
Repayment of short-term financing
Repayment of long-term financing
Payments to non-controlling interests
Proceeds from sale of treasury shares
Purchase of treasury shares
Cash flows from investing activities
Proceeds from disposals of other non-current assets
Proceeds from disposals of available-for-sale non-current financial instruments
Net increase in current receivables and securities from banking business with an
original term greater than three months
0.3
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Proceeds from the disposal of shares in associates and joint ventures
-47.7
859.1
1,351.1
737.1
-848.8
-501.0
33
-420.1
-439.0
400.0
0
-495.0
0
-321.6
0
-15.9
-39.3
3.8
5.5
0
-28.2
578.5
181.9
33
0.1
0
149.9
-136.5
175
Payments to acquire subsidiaries, net of cash acquired
Payments to acquire non-current financial instruments
Changes in working capital, net of non-cash items:
-52.3
-96.4
Other non-cash income
-2.9
-20.6
10
Deferred tax income
-14.7
10.2
135.3
159.9
11, 12
Depreciation, amortisation and impairment losses
Increase/(decrease) in non-current provisions
1,298.2
896.0
Net profit for the period
€m
€m
2016
2017
Note
for the period 1 January to 31 December 2017
Consolidated cash flow statement
Deutsche Börse Group financial report 2017
156.6
Payments to acquire investments in associates and joint ventures
56.0
Increase in current liabilities
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
1,621.4
1,056.2
33
465.3
272.2
299.5
-323.2
856.6
1,107.2
-563.0
1.5
2.5
107.6
514.2
122,668.7
276.9
148.2
-223.4
7.9
Cash flows from operating activities
Changes in receivables from CCP positions
Changes in liabilities from CCP positions
Cash flows from operating activities excluding CCP positions
Net loss/(gain) loss on disposal of non-current assets
Increase in non-current liabilities
Decrease/(increase) in receivables and other assets
93,568.1
-89.5
18
Net profit for the period
Net profit for the period from discontinued operations
Net profit for the period from continuing operations
Income tax expense
Other tax
Earnings before tax (EBT)
Financial expense
Financial income
Earnings before interest and tax (EBIT)
Depreciation, amortisation and impairment losses
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Result from equity investments
Operating costs¹
Other operating expenses
Staff costs
thereof attributable to Deutsche Börse AG shareholders
thereof attributable to non-controlling interests
Earnings per share (basic) (€)
thereof from continuing operations
1,239.2
1,528.5
36.9
197.8
8
-600.7
-1,186.4
-1,131.6
2,388.7
-493.3
-585.7
-638.3
5
thereof from discontinued operations
thereof from continuing operations
Earnings per share (diluted) (€)
thereof from discontinued operations
6
11, 12
2,462.3
-285.2
Other operating income
Net interest income from banking business
Sales revenue
for the period 1 January to 31 December 2017
Consolidated income statement
172
Financial statements/notes
299 Independent Auditor's Report
Executive Board
298 Responsibility statement by the
Consolidated balance sheet disclosures
Other disclosures
Consolidated income statement disclosures
Basis of preparation
financial statements
269
Total revenue
Note
2017
2016
-340.2
4
Volume-related costs
2,673.9
2,802.5
32.6
31.4
Net revenue (total revenue less volume-related costs)
4
132.6
4
2,557.3
2,638.5
4
€m
€m
84.0
-159.9
1,368.6
-131.0
1,108.2
9
10, 20
-27.3
30.6
1,298.2
896.0
€m
2016
2017
€m
Note
Deferred taxes
Items that will not be reclassified to profit or loss:
Changes from defined benefit obligations
Net profit for the period reported in consolidated income statement
for the period 1 January to 31 December 2017
income
Consolidated statement of comprehensive
-8.4
7.8
22.2
-19.5
Remeasurement of other financial instruments
2.7
3.5
Remeasurement of cash flow hedges
-200.7
0
20
Consolidated statement of comprehensive income
Exchange rate differences from discontinued operations
0.9
Other comprehensive income from investments using the equity method
-3.8
-27.8
20
Exchange rate differences from continuing operations
Items that may be reclassified subsequently to profit or loss:
-0.6
173
Executive and Supervisory Boards | Management report | Financial statements | Notes
1) Since the second quarter of 2017, operating costs have included staff costs as well as other operating expenses, but have excluded depreciation, amortisation and
impairment losses. Prior-year figures have been adjusted accordingly. For details, see note 3.
550.6
0
2
747.6
896.0
-284.5
-391.4
896.0
10
-1.5
-79.2
1,033.6
1,288.9
-86.3
9
4.6
6.6
-1.5
222
1,298.2
1,272.7
2.94
0
3.87
4.68
6.81
4.68
34
874.3
2.94
3.87
4.68
6.81
4.68
34
25.5
21.7
0
105.7
212
180 Notes to the consolidated
34.8
35.9
76.4
75.4
2.2
2.2
113.4
113.5
13
38.7
34.3
99.4
255.4
1,563.0
1,604.8
12
859.9
3,972.0
4,091.0
911.2
Computer hardware, operating and office equipment
Payments on account and construction in progress
Financial assets
Investments in associates and joint ventures
Other equity investments
Receivables and securities from banking business
Other financial instruments
30.8
0.4
Other loans¹)
31 Dec 2017
€m
31 Dec 2016
€m
11
322.1
2,770.9
86.8
209.4
2,721.1
181.6
Note
Fixtures and fittings
26.0
1,732.3
107,909.6
Receivables and securities from banking business
16
13,036.5
13,465.5
Trade receivables
17
329.4
669.8
Receivables from related parties
2.5
2.0
Income tax assets²)
91.3
Other current assets
79,510.7
15
Financial instruments held by central counterparties
11,938.7
1,920.9
Financial instruments held by central counterparties
15
4,837.2
5,856.6
Other non-current assets
Deferred tax assets
0.4
Total non-current assets
Receivables and other current assets
8.7
13.2
10
101.1
62.5
10,883.7
CURRENT ASSETS
Property, plant and equipment
Other intangible assets
Payments on account and assets under development
As a matter of principle, Supervisory Board members are responsible for their continuing professional
development. In addition, Deutsche Börse AG complies with the recommendation of section 5.4.5 (2)
of the German Corporate Governance Code to support them in their endeavours for training and pro-
fessional development – for example, by organising targeted introductory events for new Supervisory
Board members, or workshops on selected strategy issues as well as on professional topics (if required).
Thus, in addition to a strategy workshop, two technology workshops took place during the year under
review, covering the topics of digitisation and artificial intelligence. Moreover, briefings on several
regulatory issues (such as MiFIR/MiFID II) were held during Supervisory Board meetings.
-
Training and professional development measures for members of the Supervisory Board
Supervisory Board, while three candidates have not been members to date. When selecting candidates,
the Committee has ensured that all the above-mentioned criteria are met. For this purpose, an external
consultant commissioned by the Chairman of the Supervisory Board had first prepared a pre-selection
list of suitable persons. Following personal interviews with the candidates on this pre-selection list, the
Committee agreed upon Martin Jetter, Barbara Lambert and Joachim Nagel as new candidates for
election to the Supervisory Board in 2018: during his professional career in Germany and abroad,
Martin Jetter has held various senior roles at IBM and is currently Senior Vice President for Global
Technology Services and member of IBM Corporation's management board at the company's top
management level. In this role, he has responsibility for the group's worldwide infrastructure services.
He possesses considerable and proven technological expertise. Barbara Lambert acquired international
experience as well as expertise in the areas of accounting and internal control procedures through
positions, inter alia, at WestLB, Arthur Andersen/Ernst & Young and Pictet & Cie. In addition to heading
audit activities in the financial sector at Ernst & Young Switzerland, she was also, among other things,
auditor of a major Swiss bank. She will be a member of the executive board and Group Chief Risk
Officer at Pictet & Cie until 31 March 2018, and will be appointed to the company's Board of Directors
with effect from 1 April 2018. Ms Lambert meets the requirements for being a financial expert pursuant
to sections 107 (4), 100 (5) of the AktG, and section 5.3.2 (3) of the German Corporate Governance
Code. Furthermore, the Supervisory Board proposes Joachim Nagel, a candidate who has extensive
capital market and regulatory expertise, particularly in the financial services sector. Between 1999 and
2016, Mr Nagel held several senior positions at Deutsche Bundesbank (the German central bank), and
was a member of its executive board in the last six years, responsible for, among other things, the
markets sector. Currently, he is a member of the executive board of KfW Group.
Deutsche Börse Group financial report 2017
168
167
The Supervisory Board's Nomination Committee – whose task it is to propose suitable candidates to the
Supervisory Board for recommendation to the Annual General Meeting, has concerned itself, in great
detail, with preparations for the election of shareholder representatives to the Supervisory Board by the
Annual General Meeting in 2018. In addition to Craig Heimark and Erhard Schipporeit leaving the
Supervisory Board after twelve years of membership, it also had to take into account that Monica
Mächler foregoes seeking another term. Considering the future equal representation on the Supervisory
Board, the Committee resolved on 19 February 2018 to propose eight candidates for the election of
shareholder representatives. Five of the eight proposed candidates were incumbent members of the
-
Preparations for the election of shareholder representatives to the Supervisory Board
The composition of both Deutsche Börse AG's Supervisory Board and Executive Board is in line with the
objectives stated above. Please refer to ☑www.deutsche-boerse.com/supervboard for further information
concerning the members of the Supervisory Board and its committees. Please refer to ☑www.deutsche-
boerse.com/execboard for further information concerning the members of the Executive Board.
The Supervisory Board has set itself the objective of considering an appropriate range of educational and
professional backgrounds regarding its own composition, as well as regarding the composition of the
Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these
objectives. Besides with professional experience in the financial services industry, members of the
Executive Board and the Supervisory Board also have a professional background in consultancy, the IT
sector, administration and regulation, science, and the energy sector. In terms of academic education,
economic and legal degrees prevail; in addition, members have studied biology, political sciences, and
engineering. Education and professional experience thus also contribute to fulfilling the previously
mentioned qualification requirements for Supervisory Board members.
Educational and professional background
The composition of the Executive Board and the Supervisory Board shall reflect the company's
international activities. The Supervisory Board had four members holding non-German citizenship during
the year under review: Richard Berliand, Craig Heimark, Monica Mächler and Amy Yip. Moreover,
numerous Supervisory Board members have many years of international experience. The Supervisory
Board will continue to reflect the company's international activities: with Martin Jetter and Barbara
Lambert, two new Supervisory Board members with long-standing international professional experience
are proposed to the Annual General Meeting. Ms Lambert holds dual German/Swiss citizenship; she
lives in Switzerland. Mr Jetter is resident in the United States. The Supervisory Board therefore
continues to meet the objectives concerning its international composition. The same applies to the
Executive Board, where Jeffrey Tessler holds a non-German citizenship.
International profile
Examination of efficiency of Supervisory Board work
Deutsche Börse AG regards regular reviews of the efficiency of Supervisory Board work in accordance
with section 5.6 of the German Corporate Governance Code - as a key component of good corporate
governance. The 2017 efficiency audit was dedicated to the following areas: tasks of the Supervisory
Board and performance of its duties, co-operation within the Supervisory Board and between the
Executive Board and the Supervisory Board, as well as Supervisory Board organisations and meetings.
The review yielded overall positive results. Where it identified room for improvement, optimising
proposals were discussed and measures for their execution implemented.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Corporate governance statement
Target figures for the proportion of female executives beneath the Executive Board
172 Consolidated financial statements
Consolidated financial
statements/notes
Deutsche Börse AG's corporate report provides shareholders and interested members of the public with
detailed information on Deutsche Börse Group's business performance during the reporting period.
Additional information is published in its half-yearly financial report and two quarterly statements. The
annual financial statement documents and the corporate report are published within 90 days of the end
of the financial year (31 December); intra-year financial information (half-yearly financial report and
quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the consolidated and annual financial statements
are discussed by the entire Supervisory Board and with the external auditors, examined, and then
approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first
and third quarters with the Supervisory Board's Audit Committee prior to their publication. The half-
yearly report is reviewed by the external auditors. In line with the proposal by the Supervisory Board, the
2017 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (KPMG) to audit its 2017 annual
and consolidated financial statements and to review its half-yearly financial report in the year under
review. KPMG was also instructed to perform an external review of the contents of the combined non-
financial statement during the 2017 financial year. The lead auditor, Andreas Dielehner, has been
responsible for the audit since 2013 and the deputy lead auditor, Thomas Hommel, since 2017. The
Supervisory Board's proposal was based on the recommendation by the Audit Committee. The Audit
Committee obtained the necessary statement of independence from KPMG before the election. This
states that there are no personal, business, financial or other relationships between the auditor, 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 auditor's indepen-
dence. The Audit Committee checked that this continued to be the case during the reporting period. It
also oversaw the financial reporting process in 2017. The Supervisory Board was informed in a timely
manner of the committee's work and the insights gained; there were no material findings. Information
on audit services and fees is provided in ☑note 6 to the consolidated financial statements.
Accounting and auditing
Additionally, Deutsche Börse AG submitted a COP for 2017 to the UN Global Compact. Good corporate
governance is one of Deutsche Börse Group's core concerns, which is why it has complied with the
Global Compact's principles for many years. Public records of this have been available since the company
officially joined the initiative in 2009: ☑www.deutsche-boerse.com > Sustainability > Our
responsibility > UN Global Compact.
provides information about its consolidated and annual financial statements at an annual press briefing.
It also offers conference calls for analysts and investors following the publication of the interim reports.
Furthermore, when outlining its strategy and providing information to everyone who is interested, it
abides by the principle that all target groups worldwide must be informed at the same time.
Deutsche Börse Group financial report 2017
Act) being applicable to Deutsche Börse AG as from the Annual General Meeting 2018, the statutory
gender quota of 30 per cent (pursuant to section 96 (2) of the AktG) will apply in lieu of the self-
imposed minimum quota (pursuant to section 111 (5) of the AktG). In order to avoid a potential
discrimination of either shareholder or employee representatives and to enhance planning certainty for
the respective election processes, the shareholder representatives on the Supervisory Board have
objected to overall compliance with the quota pursuant to section 96 (2) sentence 2 of the AktG. This
means that both shareholder representatives and employee representatives must comply with the
minimum quota of 30 per cent. The current composition of the Supervisory Board complies with the
statutory quota. Nonetheless, the Supervisory Board endeavours to further increase the proportion of
female members on the Executive Board and the Supervisory Board.
170
To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders'
associations, the media and interested members of the public of key events such as the date of the
AGM, or publication dates for financial performance indicators. Ad-hoc disclosures, information on
directors' dealings and voting rights notifications, corporate reports and interim reports, and company
news can all be found on Deutsche Börse's website www.deutsche-boerse.com. Deutsche Börse AG
Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate
governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their
shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet,
and they can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies
exercise voting rights solely in accordance with shareholders' instructions. Additionally, shareholders may
exercise their voting rights by post or online. Among other things, the AGM elects the shareholder
representatives to the Supervisory Board and resolves on the formal approval of the actions of the
Executive Board and the Supervisory Board. It also passes resolutions on the appropriation of the
unappropriated surplus, resolves on capitalisation measures and approves intercompany agreements and
amendments to Deutsche Börse AG's Articles of Association. Ordinary AGMS - at which the Executive
Board and the Supervisory Board give an account for the past financial year – take place once a year.
Shareholder representation, transparent reporting and communication
Further information regarding target figures for the share of female managers and Deutsche Börse's
voluntary commitment (as part of its non-financial performance indicators) are available in the
"Employees - Target female quotas" section in the combined non-financial statement.
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020, and of
women holding lower management positions to 30 per cent during the same period. These target figures
relate to Deutsche Börse Group (including subsidiaries), on a global basis. During the reporting period,
the share of women holding lower management positions increased slightly, whilst the share of women
holding middle and upper management positions remained constant.
The proportion of women holding management positions at the two levels beneath the Executive Board
amounted to 6 per cent (level 1) and 10 per cent (level 2) on 15 September 2015, the date when the
Executive Board initially defined the relevant targets. At that time, the Executive Board resolved that
these proportions be maintained as a minimum requirement until 30 June 2017. These targets were
achieved, with a proportion of 11 per cent on the first management level and 15 per cent on the second
management level. Effective 1 July 2017, the Executive Board of Deutsche Börse AG determined new
targets, endeavouring to achieve a female quota of 15 per cent on the first management level and of 20
per cent on the second management level by 31 December 2021. As at 31 December 2017, the female
proportion of managers holding positions on the first and second management levels beneath the
Executive Board was 10 per cent and 16 per cent, respectively.
In accordance with the FührposGleichberg, Deutsche Börse AG's Executive Board has defined target
quotas for women on the two management levels beneath the Executive Board, in accordance with
section 76 (4) of the AktG, in each case referring to Deutsche Börse AG.
169
Corporate governance statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
Deferred taxes from continuing operations
835.9
16.3
1,263.4
24.9
835.9
766.3
0
497.1
1,288.3
174
Consolidated balance sheet
as at 31 December 2017
Assets
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Deutsche Börse Group financial report 2017
180
852.2
thereof from continuing operations
Deferred taxes from discontinued operations
10, 20
46.9
-40.9
10, 20
0
147.2
thereof from discontinued operations
-66.0
Other comprehensive income after tax
-43.8
-9.9
Total comprehensive income
thereof attributable to Deutsche Börse AG shareholders
thereof attributable to non-controlling interests
Total comprehensive income attributable to the shareholders of Deutsche Börse AG
9.6
597.7
Deutsche Börse Group financial report 2017
3,230.1
81.4
-10.0
1,351.1
737.1
€m
2016
2017
€m
Note
-146.9
Income tax paid
Dividends received
Interest-similar income received
Additional information on cash inflows and outflows contained in cash flows from
operating activities:
Cash and cash equivalents at end of period
Cash and cash equivalents at beginning of period
Effect of exchange rate differences
Net change in cash and cash equivalents (brought forward)
177
Interest paid
-1,579.4
33
580.2
Sale of treasury shares
Balance as at 1 January
Share premium
Balance as at 31 December
Balance as at 1 January
Subscribed capital
for the period 1 January to 31 December 2017
Consolidated statement of changes in equity
Deutsche Börse Group financial report 2017
178
-277.8
-308.8
-257.5
-295.8
7.5
8.6
252.0
362.7
-146.9
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated cash flow statement
Shareholders' equity (brought forward)
1,263.4
835.9
-204.5
-21.5
-128.4
-32.9
1,272.7
874.3
1,272.7
874.3
0
0
0
-6.5
0
0
-420.1
-439.0
21
2,357.5
20
10
Balance as at 31 December
5.0
148.4
3,230.1
4,481.0
4,841.3
2016
€m
2017
€m
€m
2016
2017
€m
Note
comprehensive income
thereof included in total
Consolidated statement of changes in equity
Executive and Supervisory Boards | Management report | Financial statements | Notes
179
1,263.4
835.9
4,481.0
4,841.3
148.4
5.0
3,631.0
41.5
Treasury shares
Purchase of treasury shares
Classification and measurement of financial instruments
The amendments regarding prepayment features with negative compensation must be applied for finan-
cial years beginning on or after 1 January 2019, and have not yet been adopted by the EU.
IFRS 9 introduces new requirements for the recognition and measurement of financial instruments. The
new standard was adopted by the EU on 22 November 2016, and must be applied for financial years
beginning on or after 1 January 2018. Deutsche Börse Group will apply the standard retrospectively as
from 1 January 2018, adopting the simplified approach. However, the comparative figures presented for
the financial year 2017 will not be adjusted retrospectively. As from financial year 2018, Deutsche
Börse Group aims to improve the transparency of its balance sheet structure with the first-time applica-
tion of IFRS 9. Financial instruments will be recognised in the consolidated balance sheet according to
different measurement categories; the comparative figures presented for the financial year 2017 will also
be reported according to the new structure.
IFRS 9 "Financial Instruments" (July 2014) and Amendments to IFRS 9 Regarding Prepayment
Features with Negative Compensation (October 2017)
Amendments to IFRS 2 "Classification and Measurement of Share-Based Payments" (June 2016)
The amendments affect the accounting for cash-settled share-based payment transactions. The most
important amendment to IFRS 2 is the clarification on how to determine the fair value of liabilities for
share-based payments. The amendments must be applied for financial years beginning on or after
1 January 2018. The amendments have not yet been adopted by the EU.
The following standards and interpretations, which are relevant to Deutsche Börse Group but which have
not been adopted early by Deutsche Börse Group for 2017, have been published by the IASB prior to
the publication of this financial report and partially adopted by the European Commission.
not yet implemented
-
Deutsche Börse Group has reviewed its financial assets and liabilities to assess the implications of IFRS
9, and mainly expects the following effects from the first-time application of the standard as from 1 Jan-
uary 2018:
New accounting standards
The amendments to IAS 12 specifically aim to clarify the recognition of deferred tax assets for unrealised
losses on assets measured at fair value. The amendments are necessary given the current diversity in
accounting practice. The amendments must be applied for financial years beginning on or after 1 Janu-
ary 2017, and were adopted by the EU on 6 November 2017.
Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealised Losses"
(January 2016)
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
Amendments to IAS 7 "Statement of Cash Flows" Disclosure Initiative (January 2016)
The amendments follow the objective that entities shall provide disclosures allowing users of financial
statements to evaluate changes in liabilities arising from financing activities. The amendments must
be applied for financial years beginning on or after 1 January 2017. The amendments were adopted
by the EU on 6 November 2017.
In the 2017 reporting period, the following standards and interpretations issued by the IASB and adopt-
ed by the European Commission were applied to Deutsche Börse Group for the first time.
New accounting standards – implemented in the year under review
The disclosures required in accordance with Handelsgesetzbuch (HGB, German Commercial Code) sec-
tion 315e (1) in conjunction with section 297 (1a) of the HGB have been presented in the notes to the
consolidated financial statements and the remuneration report of the combined management report.
The consolidated financial statements are also based on the interpretations issued by the Rechnungs-
legungs Interpretations Committee (RIC, Accounting Interpretations Committee) of the Deutsches Rech-
nungslegungs Standards Committee e.V. (Accounting Standards Committee of Germany), to the extent
that these do not contradict the standards and interpretations issued by the IFRIC or the IASB.
Amendments resulting from the "Annual Improvements Project 2014-2016" (December 2016)
Amendments affect the standards IFRS 1, IFRS 12 and IAS 28. The amendments to IFRS 12 must be
applied for financial years beginning on or after 1 January 2017. The amendments were adopted by the
EU on 7 February 2018.
Debt instruments held by Deutsche Börse Group have a carrying amount of €1,832.0 million, and were
so far classified as "available for sale" in line with IAS 39. Debt instruments are held in order to collect
contractual cash flows ("hold" business model), and fulfil the so-called cash flow criteria. Therefore, debt
instruments will be measured at amortised cost as from 1 January 2018. This leads to a decrease in the
carrying amount of current and non-current “receivables and securities from banking business" by
181
182
■ Deferral of annual caps applicable to security inclusion fees: in accordance with IFRS 15, revenue
recognition for such items is spread over the expected term of a contract, based on customer-specific
expectations regarding the number of inclusions per year and on the economic benefit generated.
Based on the analysis of IFRS 15, Deutsche Börse Group does not expect any material effects on the
Group's financial position or financial performance. However, Deutsche Börse Group expects adjust-
ments as to the time at which revenue will be recognised. Furthermore, the Group expects additional
line items for the recognition of contractual rights (contract assets) and contractual obligations (contract
liabilities) to be added to the consolidated statement of financial position. Moreover, the extent of
required disclosures will be expanded. The most significant adjustments concern the following items:
Deutsche Börse Group initiated its IFRS 15 implementation project in 2015. This project comprises
three phases: phase I focused on a detailed analysis of revenue from relevant contracts with customers.
Phase II assessed the implications of IFRS 15 regarding potential adjustment requirements to existing
accounting methods, as well as to IT processes and systems. As part of phase III, the Group is currently
implementing the adjustment requirements identified during phase II. After phases I and II were com-
pleted during the financial year 2017, Deutsche Börse Group launched the implementation of the re-
quired adjustments, including those applicable to the Group's IT landscape, taking effect from 1 January
2018.
IFRS 15 "Revenue from Contracts with Customers" (May 2014 plus clarification dated April 2016)
IFRS 15 specifies the recognition of revenue from contracts with customers. In accordance with IFRS 15,
revenue has to be recognised when the customer obtains control over the contractual goods and services,
and can obtain benefits from these goods and services. Revenue shall be recognised in an amount that
reflects the consideration to which the company expects to be entitled. The new IFRS 15 regulations
supersede the currently applicable regulations set forth in IAS 11 and IAS 18, as well as the correspond-
ing interpretations. The standard must be applied for financial years beginning on or after 1 January
2018; it was adopted by the EU on 22 September 2016. The clarification was adopted by the EU on
31 October 2017.
The amendments clarify that the extent to which gain or loss is recognised for transactions with an asso-
ciate or joint venture depends on whether the assets sold or contributed constitute a business operation.
The application date has been postponed indefinitely.
Amendments to IFRS 10 and IAS 28 "Sales or Contributions of Assets Between an Investor and its
Associate/Joint Venture" (September 2014)
■ There was no material effect on other financial assets measured at amortised cost as at 1 January
2018.
Impairment losses for trade receivables decreased by around €1.5 million, thus falling by 30 per cent
compared to 31 December 2017.
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
■ Impairment losses of €0.3 million were recognised for securities measured at amortised cost. Under
IAS 39, no impairment had to be recognised for these items.
Effective 1 January 2018, impairment losses recognised for certain categories of financial assets were
calculated according to the "expected loss model". This model applies in particular to financial assets
measured at amortised cost. The same applies to debt instruments measured at fair value through other
comprehensive income, for so-called contract assets in line with IFRS 15, to leasing receivables, credit
commitments and certain financial guarantees. The model requires changes to the risk analysis and the
calculations of expected credit losses. The application of IFRS 9 leads mainly to the following amend-
ments:
Impairment
Furthermore, no material effects are expected for the disclosure of hedging transactions. The hedging
relationships disclosed as at 31 December 2017 (for further details, see ☑ note 14) will qualify as hedg-
ing items in 2018 as well.
Deutsche Börse Group expects no effects from the introduction of IFRS 9 upon the disclosure of financial
liabilities, given that these items will be measured at amortised cost, as before.
Equity instruments recognised under “other equity investments" item were classified as "available for
sale" until 31 December 2017, and were measured at fair value through other comprehensive income;
no adjustments will be made to this measurement method. Deutsche Börse Group applied the corre-
sponding option provided in the standard to the financial instruments disclosed as at 31 December
2017. Going forward, Deutsche Börse Group will decide for every newly acquired equity instrument
whether it will be classified at fair value through profit or loss, or through other comprehensive income.
As at 31 December 2017, the item “other equity investments" comprised financial instruments with a
carrying amount of €59.0 million measured at historical cost less (any) impairment charges, which were
not traded on an active market, and for which no alternative measurement method is applicable; using
internal measurement models, these financial instruments will be measured at fair value through other
comprehensive income as from 1 January 2018. Therefore, the first-time application of IFRS 9 results in
an increase in the carrying amount of €2.2 million, and in equity of €2.2 million (without deferred
taxes). Effective 1 January 2018, any disposal gains or losses generated or incurred in connection with
equity instruments measured at fair value through other comprehensive income will be recognised in
retained earnings at the date of disposal. So far, disposal gains or losses were recognised through profit
or loss. In the financial year 2017, Deutsche Börse Group generated a profit of €190.6 million from the
disposal of available-for-sale equity instruments, which was recognised through profit or loss in "net
income from equity investments".
Going forward, Deutsche Börse Group will measure debt instruments that do not fulfil the criteria of the
"hold" business model, or whose expected cash flows are not solely payments of principal and interest,
at fair value through profit or loss. The fair values of non-listed fund units are based on the net asset val-
ues available at the time the annual financial statements were prepared. As from 1 January 2018, this
results in adjustment effects in the amount of €0.9 million for the "other financial instruments" item,
and of €0.9 million for the "equity” item (without deferred taxes).
€8.2 million to €1,554.8 million, and by €0.3 million to €254.2 million, respectively. The carrying
amount of the item “other financial instruments" remains largely unchanged; the adjustment effects are
less than €0.1 million. The revaluation surplus - disclosed as an equity item - declines accordingly
before the consideration of deferred tax assets and liabilities.
Deutsche Börse Group financial report 2017
The 2017 consolidated financial statements have been prepared in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the related interpretations issued by the International Financial Reporting Standards Interpretations
Committee (IFRIC), 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.
Basis of reporting
Deutsche Börse AG (the "company") has its registered office in Frankfurt/Main, and is registered in
the commercial register B of the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under
HRB 32232. Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG
and its subsidiaries operate cash and derivatives markets. Its business areas range from pre-IPO and
growth financing services, the admission of securities to listing, through trading, clearing and settlement,
down to custody of securities. Furthermore, IT services are provided and market data distributed. For
details regarding internal organisation and reporting see ☑ note 35.
Company information
25.5
21.7
subsidiaries for the period
Non-controlling interests in net income of
0
0
-21.6
-48.3
Changes due to capital increases/decreases
0
0
7.3
AG
Acquisition of the interest of non-controlling
shareholders in European Energy Exchange
139.0
142.2
Balance as at 1 January
Non-controlling interests
Sales under the Group Share Plan
21.7
Balance as at 1 January
25.5
adjustments
1. General principles
Notes to the consolidated financial statements
Basis of preparation
Deutsche Börse Group financial report 2017
180
1,288.3
852.2
4,623.2
4,959.4
Total equity as at 31 December
24.9
16.3
142.2
118.1
as at 31 December
Total non-controlling interests
-0.6
-5.4
-0.7
-4.8
Exchange rate differences and other
-34.3
19.6
Deutsche Börse Group financial report 2017
Clearstream Services S.A.
DB1 Ventures GmbH
Chicago, USA
(100.00)
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
100.00
Clearstream Operations Prague s.r.o
Luxembourg, Luxembourg
Luxembourg, Luxembourg
(100.00)
Tokyo, Japan
(100.00)
Luxembourg, Luxembourg
(50.00)
Frankfurt/Main, Germany
(100.00)
(100.00)
Clearstream Global Securities Services Limited
Clearstream Banking AG
REGIS-TR S.A.
2. Basis of consolidation
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at 31 Decem-
ber 2017 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.
Fully consolidated subsidiaries (part 1)
Company
Domicile
Assam SellerCo, Inc.
New York, USA
Assam SellerCo Service, Inc. 3)
New York, USA
Equity interest
as at 31 Dec 2017
direct/(indirect)
%
100.00
(100.00)
Need to Know News, LLC
Börse Frankfurt Zertifikate AG
Clearstream Holding AG
Clearstream International S.A.
Clearstream Banking S.A.
Clearstream Banking Japan, Ltd.
Cork, Ireland
(100.00)
Prague, Czech Republic
(100.00)
Eurex Frankfurt AG
Eurex Clearing AG
Prague, Czech Republic
100.00
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
(100.00)
Eurex Clearing Security Trustee GmbH
Eurex Bonds GmbH
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
Eurex Repo GmbH
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
2) 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
Deutsche Börse Services s.r.o
33.5
100.00
Deutsche Börse Photography Foundation gGmbH
Luxembourg, Luxembourg
(100.00)
Frankfurt/Main, Germany
100.00
Deutsche Boerse Asia Holding Pte. Ltd.
Singapore, Singapore
100.00
Eurex Clearing Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Eurex Exchange Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Deutsche Boerse Market Data +Services Singapore Pte. Ltd.
Singapore, Singapore
100.00
Deutsche Boerse Systems Inc.
Chicago, USA
100.00
Frankfurt/Main, Germany
3) Assam SellerCo Service, Inc. is part of the Assam SellerCo, Inc. subgroup.
186
This interpretation is to be applied to the determination of current and deferred tax assets and liabilities,
in case of uncertainty over income tax treatments. IFRIC 23 must be applied for financial years begin-
ning on or after 1 January 2019; earlier application is permitted. This interpretation has not yet been
adopted by the EU.
thereof included in total
-311.4
-334.6
4.1
5.0
0
-315.5
-311.4
-28.2
comprehensive income
1,327.8
1.8
4.5
1,326.0
1,327.8
193.0
193.0
193.0
193.0
1,332.3
2017
€m
2016
€m
20
-34.3
33.5
10
2.7
3.5
2.7
3.5
105.7
-89.5
105.7
-89.5
-27.3
30.6
-27.3
30.6
22
22
-5.3
41.5
€m
185
2016
Note
184
Deutsche Börse Group financial report 2017
IFRS 16 "Leases" (January 2016)
IFRS 16 introduced new accounting policies for the recognition of leases. The new standard introduces
uniform accounting principles for lessees, which generally require the recognition of all leases on the
lessee's statement of financial position, whereby the right of use is recognised as an asset, and the pay-
ment obligation as a liability. For leases with a term of up to twelve months and for those that relate to
low-value assets, it includes an accounting option. For lessors, however, the standard continues to dis-
tinguish between finance leases and operating leases for accounting purposes. The standard must be
applied for financial years beginning on or after 1 January 2019; earlier application is permitted only if
that entity is also applying IFRS 15 at the same time. The standard was adopted by the EU on 31 Octo-
ber 2017.
Deutsche Börse Group will apply the standard as from 1 January 2019, and will adopt the modified ret-
rospective approach. Deutsche Börse Group's internal project for the assessment of the implications of
IFRS 16 was initiated in the fourth quarter of 2016, and was continued throughout the reporting year.
However, the quantitative effects arising from the application of the new standard cannot be assessed
reliably at this time.
The minimum lease payments from operating leases provided in ☑ note 38 mainly comprise property
leases, which will account for the majority of adjustment effects. The application of the new standard
will translate into a balance sheet extension given the presentation of the rights of use on the asset side
of the balance sheet, and of the discounted future lease payments on the liabilities side. Furthermore,
IFRS 16 amends the recognition rules for operating leases – resulting in lease payments being recog-
nised following the reducing-balance approach instead of as an expense on a straight-line basis, which
ultimately translates into a shift of these expenses within the consolidated income statement.
IFRS 17 "Insurance Contracts" (May 2017)
-
183
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of in-
surance contracts. The objective of IFRS 17 is to ensure that an entity provides relevant information that
faithfully represents insurance contracts. The standard must be applied for financial years beginning on
or after 1 January 2021, and has not yet been adopted by the EU.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
Amendments to IAS 40 "Transfers of Investment Property" (December 2016)
The amendments clarify the conditions for transfers to, or from, investment property classification. More
specifically, the question was whether a property under construction or development that was previously
classified as inventory could be transferred to investment property when there was an evident change in
use. The amendments must be applied for financial years beginning on or after 1 January 2018; earlier
application is permitted. The amendments have not yet been adopted by the EU.
Amendments resulting from the "Annual Improvements Project 2014-2016" (December 2016)
Amendments affect the standards IFRS 1, IFRS 12 and IAS 28. The amendments to IFRS 1 and IAS 28
must be applied for financial years beginning on or after 1 January 2018. The amendments were
adopted by the EU on 7 February 2018.
Amendments resulting from the "Annual Improvements Project 2015-2017” (December 2017)
These amendments affect the standards IFRS 3, IFRS 11, IAS 12 and IAS 23. The amendments must
be applied for financial years beginning on or after 1 January 2019, but have not yet been adopted by
the EU.
IFRIC 22 "Foreign Currency Transactions and Advance Consideration” (December 2016)
This interpretation aims to clarify the accounting for transactions that include the receipt or payment
of advance consideration in a foreign currency. IFRIC 22 must be applied for financial years beginning
on or after 1 January 2018; earlier application is permitted. This interpretation has not yet been
adopted by the EU.
IFRIC 23 "Uncertainty over Income Tax Treatments" (June 2017)
Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" (February 2018)
The amendments specify that if a plan amendment, curtailment or settlement occurs, it is now manda-
tory that the current service cost and net interest for the period after the remeasurement are determined
using the assumptions used for the remeasurement. In addition, amendments have been included to
clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset
ceiling. The amendments must be applied for financial years beginning on or after 1 January 2019;
earlier application is permitted. The amendments have not yet been adopted by the EU.
2017
€m
Deutsche Börse Group applies IFRS 15 as from 1 January 2018; it has opted for the modified retrospective
approach and will disclose the cumulative effect from the first-time application of IFRS 15 for the financial
year beginning on 1 January 2018. First-time application of IFRS 15 will result in an adjustment of
Deutsche Börse Group's equity of €1.4 million as at 1 January 2018.
Balance as at 31 December
Shareholders' equity as at 31 December
Balance as at 31 December
Deferred taxes
Exchange rate differences and other
adjustments
Deutsche Börse AG shareholders
Net profit for the period attributable to
AG
shareholders in European Energy Exchange
■ Deferral of revenue generated with multi-year customer contracts comprising pricing scales and con-
tractually agreed rebates in subsequent periods: in accordance with IFRS 15, such revenue items are
recognised in line with the economic benefit generated for the customer.
Acquisition of the interest of non-controlling
Balance as at 1 January
Accumulated profit
Balance as at 31 December
Deferred taxes
Remeasurement of cash flow hedges
Remeasurement of other financial instruments
Changes from defined benefit obligations
Balance as at 1 January
Revaluation surplus
Dividends paid
4) Before profit transfer or loss absorption
since 20 May 2009
Board member
Richard Berliand, *1962
Deputy Chairman
Independent Management
Consultant, Grünwald
Nationality: German
Independent Management
Consultant, Lingfield, Surrey
Nationality: British
Board member
The Supervisory Board
Executive and Supervisory Boards | Management report | Financial statements | Notes
The Executive and Supervisory Boards
since 7 October 2005
Joachim Faber, * 1950
Chairman
Ann-Kristin Achleitner, *1966
Scientific Co-Director Center
for Entrepreneurial and
Financial Studies (CEFS)
Detailed information about the
members of the Supervisory and
Executive Boards, their additional
appointments to supervisory
bodies of other companies or
comparable control bodies, as
well as their CVs can be found
on the internet under:
München (TUM), Munich
Nationality: German
Board member
At the extraordinary meeting on 24 May 2017, we once again discussed the investigation by the public
prosecutor; the Executive Board gave a detailed account of the factual and legal situation, and on ex-
pected further steps. We discussed these, as well as the rights and obligations of the Supervisory Board
in connection with this matter, in detail and with the support of our external legal advisors.
At our regular meeting on 21 June 2017, we concerned ourselves with Deutsche Börse Group's risk
management, information security, and the internal control and audit systems. We also discussed,
in detail, the strategy of Eurex Clearing AG, Deutsche Börse Group's central counterparty, concerning
exchange-traded and OTC derivatives, the reorganisation of information technology, and the company's
client management strategy. We resolved on minimum targets for the share of female executives on
the company's Executive Board and Supervisory Board. With the support of our external legal advisors,
we once again discussed the investigation concerning Carsten Kengeter, in detail.
All members of the Supervisory Board had the opportunity, on 26 July 2017 and 22 August 2017,
to discuss questions concerning the factual and legal situation concerning the investigation with the
Supervisory Board's legal advisors - comprehensively and in detail.
At our extraordinary meeting on 29 August 2017, we discussed an inorganic growth opportunity in
the area of market data, indices and analytics.
At the extraordinary meeting on 7 September 2017, we dealt with the report submitted by the Execu-
tive Board on the Group's control and risk functions. In particular, we discussed the results provided by
an independent external auditor concerning compliance with the requirements of the EU Market Abuse
Regulation, within the scope of internal processes. Once again, we discussed the prevailing facts and
legal situation regarding the investigation concerning Carsten Kengeter, in detail.
At the extraordinary meeting on 13 September 2017, the Executive Board reported on its intention, in
connection with the investigation, to accept the prospective penalty notice as indicated by the prosecu-
tor's office. Following a detailed discussion with the Executive Board, and with the legal advisors of the
company and of the Supervisory Board, and having examined and considered the prevailing facts and
legal situation in detail, we approved the Executive Board's resolution.
Our technology workshop on 21 September 2017 focused on the topic of artificial intelligence, its
impact on the Group's business activities, and the scope for specific practical applications.
At the regular meeting on 21 September 2017, the Executive Board informed us about material devel-
opments and measures in the area of compliance. We concerned ourselves with Deutsche Börse Group's
regulatory strategy, to support the growth strategy. We discussed the CSR-Richtlinien-Umsetzungsgesetz
(German Act to Implement the EU CSR Directive), and passed a resolution on appointing the external
auditors for the combined non-financial statement for the 2017 financial year. We also resolved to amend
the remuneration system for members of the Executive Board - specifically, a cap on annual payouts of
€9.5 million gross, comprising fixed remuneration, variable remuneration, and company pensions. Fol-
lowing extensive discussion, we resolved measures relevant to the Supervisory Board concerning imple-
mentation of corporate governance requirements in the context of MiFID II. We also discussed succes-
sion planning for the Executive Board.
At the extraordinary meeting on 26 October 2017, Carsten Kengeter informed us about his decision
to step down as CEO of Deutsche Börse AG, with effect from 31 December 2017. His objective was to
allow the company to re-focus its energy on its customers, its business and growth and to see it relieved
of the burden placed on it by the ongoing investigations. We unanimously accepted Carsten Kengeter's
request with deep regret and thanked him for having re-positioned the company and for having led it
through the transformation.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Deutsche Börse Group financial report 2017
at the Technische Universität
We discussed and adopted the budget for 2018 at the regular meeting on 5 December 2017. Moreover,
we discussed Deutsche Börse Group's risk management, as well as the development of the Group's
investments. We adopted further measures to implement the corporate governance requirements under
MiFID II. We discussed the results of our examination of appropriateness of Executive Board remunera-
tion, and of our annual efficiency review in accordance with section 5.6 of the Deutscher Corporate Gov-
ernance Kodex (German Corporate Governance Code). Furthermore, we adopted the declaration of con-
formity pursuant to section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) for the 2017
financial year. The declaration of conformity is available at www.deutsche-boerse.com/declconformity.
Committee work
The Supervisory Board maintained six committees during the reporting period. The committees are pri-
marily responsible for preparing the decisions to be taken by, and topics to be discussed in, the plenary
meetings. Additionally, the Supervisory Board has delegated individual decision-making powers to the
committees, to the extent that this is legally permissible. The individual committee chairs report in detail
to the plenary meetings on the work performed by their committees. The Chairman of the Supervisory
Board chairs the Personnel Committee (or the Nomination Committee) and the Strategy Committee.
Details on the members and duties of the Supervisory Board committees during the reporting period can
be found in the ☑“Combined corporate governance statement and corporate governance report" section.
The committees focused on the following key issues:
Audit Committee (six meetings during the reporting period)
■ Financial issues, especially capital management and tax items
Accounting: examination, in the presence of the external auditors, of the annual financial statements
of Deutsche Börse AG and of the consolidated financial statements, of the combined management
report and the audit report, as well as of the half-yearly financial report and the quarterly statements
▪ External auditors: obtaining the statement of independence from the external auditors, issuing the en-
gagement letter to the external auditors and preparing the Supervisory Board's proposal to the Annual
General Meeting on the election of the external auditors; agreeing the external auditors' fee and defin-
ing the focal areas of the audit; discussing non-audit services rendered by the external auditors, assign-
ment of the external auditor to conduct an audit of the combined non-financial statement
■ Internal control systems: discussion of questions relating to risk management, compliance and the
internal control and audit system, discussion of the methods and systems used and their efficiency,
adequacy and effectiveness
■ Deutsche Börse AG's dividend and the Group's budget
■ Discussion and formal adoption of the Audit Committee's tasks
Preparation of the Supervisory Board's resolution on the corporate governance report and the remuner-
ation report as well as on the corporate governance statement in accordance with section 289f of the
Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of conformity in accordance
with section 161 of the AktG
At the extraordinary meeting on 16 November 2017, we appointed Theodor Weimer as CEO of
Deutsche Börse AG, with effect from 1 January 2018, for a period of three years. We also re-appointed
Andreas Preuss as a member of the Executive Board and Deputy CEO, effective 1 June 2018, and
re-appointed Jeffrey Tessler as a member of the Executive Board, effective 1 January 2018; both re-
appointments were made for a period of one year. Furthermore, we resolved amendment agreements
and updated plan conditions with the members of the Executive Board, to implement adjustments to the
remuneration system for the Executive Board.
12
11
During the regular meeting held immediately prior to the Annual General Meeting (AGM) on 17 May
2017, we discussed the AGM with the Executive Board.
Amy Yip
Average attendance rate
25
25
100
29
28
97
97
1) Since attendance at workshops is voluntary for Supervisory Board members, such workshops are not taken into account when calculating the average attendance
rate.
Topics addressed during plenary meetings of the Supervisory Board
During the reporting period, we discussed the further strategic orientation of Deutsche Börse Group
in detail. The planned merger with London Stock Exchange Group plc (LSEG), which ultimately could
not be realised, played a major role in our discussions. Furthermore, we gave in-depth attention to
the investigation of the Public Prosecutor's Office in Frankfurt/Main concerning the actions of then CEO
Carsten Kengeter, which alleges insider trading and failure to release an ad-hoc announcement. The
decision on whether or not to approve the Executive Board's decision to accept a prospective fine from
the Public Prosecutor, thereby potentially ending the proceedings, was among the most difficult we had
to make. We decided to approve this decision after intense discussion and thorough deliberation of the
benefits and drawbacks for the company's wellbeing.
Furthermore, a main focus of the Supervisory Board's activities during 2017 was placed on overseeing
the implementation of the growth strategy. Numerous major projects were completed, new ones pushed
ahead and acquisition projects continued. Another key focal point was the efficiency, appropriateness
and effectiveness of internal control systems. We also dealt with the fundamental changes resulting from
financial markets regulation and focused on digitisation, artificial intelligence, blockchain and big data.
We also had in-depth discussions on succession planning for the Supervisory and Executive Boards.
By appointing Theodor Weimer as the company's new CEO, we ensured an orderly change of leadership.
In addition, the Executive Board regularly informed us about Deutsche Börse AG's share price perfor-
mance, and those of its competitors. The Executive Board also 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 in particular on the following issues during the
reporting period:
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report of the Supervisory Board
At our first extraordinary meeting during the reporting period, on 6 February 2017, we discussed the
status quo of EU antitrust proceedings related to the potential merger between Deutsche Börse AG and
LSEG. We also concerned ourselves, in detail, with the investigations launched by the Public Prosecu-
tor's Office in Frankfurt/Main against Carsten Kengeter. After extensive discussions with external experts
and analysis of the unfolding of events in 2015 we expressed our full confidence in Mr Kengeter based
on the information available at that time. We resolved to entrust an independent legal firm with advising
the Supervisory Board in this matter.
At our regular meeting on 15 February 2017, we addressed in detail the preliminary results for the
2016 financial year, and the dividend proposed by the Executive Board for that year. We also resolved
the amount of the variable remuneration payable to the Executive Board for the 2016 financial year,
following a detailed examination. The Executive Board presented possible remedies as well as its strat-
egy for obtaining regulatory approval for the intended merger with LSEG, which we approved by way
of resolution. We concerned ourselves, in detail, with the prevailing facts and legal situation regarding
the investigation concerning Carsten Kengeter. We also adopted the corporate governance report and
the corporate governance declaration for the 2016 financial year, and resolved measures to further en-
hance the efficiency of the Supervisory Board's work.
At the extraordinary meeting on 21 February 2017, we once again discussed the status of EU antitrust
proceedings related to the potential merger with LSEG. The Executive Board informed us about potential
additional remedies, and concerning its strategy for dealing with the European Commission's antitrust
concerns regarding the project.
At the extraordinary meeting on 27 February 2017, the Executive Board reported on the decision
by LSEG not to agree to the disposal of its majority stake in MTS S.p.A., as required by the European
Commission.
Our technology workshop on 10 March 2017 focused on the topic of digitisation, as well as resulting
prospects for Deutsche Börse Group.
At the regular meeting on 10 March 2017, we discussed the company's financial statements as well
as the consolidated financial statements for 2016 and the remuneration report, in the presence of the
external auditors. We approved the 2016 financial statements and consolidated financial statements,
having carried out our own detailed examination, in line with the recommendation by the Audit Commit-
tee, which had already examined the documents in depth, in preparation for our meeting. We also
adopted the report of the Supervisory Board for 2016, as well as the agenda for the 2017 Annual Gen-
eral Meeting. We once again discussed, in detail, the impending decision by the European Commission
on the possibility of the intended merger with LSEG being approved. We discussed succession planning
for the Executive Board, and the company's top management level. We also resolved to renew Gregor
Pottmeyer's appointment as a member of Deutsche Börse AG's Executive Board, effective 1 October 2017,
for a period of five years. With the support of our external legal advisors, we also concerned ourselves in
detail with the prevailing facts and legal situation regarding the investigation concerning Carsten Kengeter.
At the strategy workshop on 26 April 2017, the Executive Board provided us with a detailed status
report regarding the implementation of the growth strategy. We also concerned ourselves with major
industry trends, relevant political developments, the Group's competitive position, as well as with
organic and inorganic growth opportunities.
■ Measures to close audit findings
Johannes Witt
■ Deutsche Börse Group's investments
14
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) audited the annual financial
statements of Deutsche Börse AG, the consolidated financial statements and the combined management
report including the combined non-financial statement for the financial year ended 31 December 2017,
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 2017 were reviewed by KPMG. The documents relating to the financial statements and
the reports by KPMG were submitted to us for inspection and examination in good time. The lead audi-
tors, Andreas Dielehner (Partner, KPMG) and Thomas Hommel (Senior Manager, KPMG), attended the
relevant meetings of the Audit Committee and the plenary meeting of the Supervisory Board convened to
approve the financial statements. The auditors reported on the key results of the audit; in particular, they
focused on the net assets, financial position and results of operations of the company and Group, and
were available to provide supplementary information. The auditors 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 regula-
tory requirements did not give rise to any objections. KPMG provided information on other services that
it had rendered in addition to its audit services. There were no grounds for suspecting that the auditors'
independence might be impaired.
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 including the combined non-financial statement for 2017 in a plenary
meeting did not lead to any objections and we concurred with the results of the audit performed by the
auditor. We approved the annual financial statements prepared by the Executive Board and the consoli-
dated financial statements at our meeting on 9 March 2018, in line with the Audit Committee's recom-
mendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted. The
Audit Committee discussed the Executive Board's proposal for the appropriation of the unappropriated
surplus (Bilanzgewinn) in detail with the Executive Board, with particular reference to the company's
liquidity and financial planning, and taking shareholders' interests into account. Following this discus-
sion and its own examination, the Audit Committee concurred with the Executive Board's proposal for
the appropriation of the unappropriated surplus. After examining this ourselves, the plenary meeting of
the Supervisory Board also approved the Executive Board's proposal.
15
16
Deutsche Börse Group financial report 2017
Personnel matters
We resolved the following in respect of the Executive Board during 2017:
■ We accepted the request of Carsten Kengeter to step down as CEO of Deutsche Börse AG, with effect
from 31 December 2017, with deep regret. The Supervisory Board would like to unanimously thank
Mr Kengeter, who took key strategic decisions for the company in challenging times, and who strength-
ened the company's competitiveness.
■ We appointed Theodor Weimer as a member of the Executive Board, for a term of office of three years,
and as CEO, with effect from 1 January 2018, thereby achieving a seamless transition at the top of
the company.
Audit of the annual and consolidated financial statements
▪ We re-appointed Gregor Pottmeyer as a member of the Executive Board, effective 1 October 2017,
for a period of five years.
There were no personnel changes to the Supervisory Board during the reporting period.
Management of individual conflicts of interest
No conflicts of interest arose with regard to individual Supervisory Board members during the
reporting period.
The Supervisory Board would like to thank the Executive Board and all employees for their strong
commitment and excellent achievements in 2017.
Frankfurt/Main, 9 March 2018
For the Supervisory Board:
Fendi Bel
Fou
Joachim Faber
Chairman of the Supervisory Board
■ We also resolved to renew the appointment of Deputy CEO Andreas Preuss, effective 1 June 2018,
and of Jeffrey Tessler, effective 1 January 2018, for one year in each case. We have thus succeeded
in safeguarding the necessary continuity in the work of the Executive Board.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report of the Supervisory Board
■ Information security, IT risk management, and quantification of cyber risk
■ Cloud computing, cloud migration strategies, and relevant cloud security standards
Deutsche Börse Group financial report 2017
Nomination Committee (three meetings during the reporting period)
■ Preparations for the election of shareholder representatives by the 2018 Annual General Meeting
Personnel Committee (seven meetings during the reporting period)
▪ Executive Board remuneration: discussion of the extent to which the members of the Executive Board
had achieved their targets; determination of the variable remuneration for Executive Board members for
2016; preliminary discussion of the extent to which individual members of the Executive Board have
achieved their targets for 2017; adoption of the individual targets for the members of the Executive
Board for 2018; discussion of the remuneration report; preparation of recommendations to the plenary
meeting to amend the procedure for paying out the 2015 tranche of the variable share-based payment
and the 2016 tranche of the Performance Bonus Plan for Executive Board members; preparation of
a recommendation to the plenary meeting to adjust the remuneration system for Executive Board mem-
bers specifically, introduction of a cap; review of the appropriateness of Executive Board remunera-
tion, and of members' pensionable income
■ Personnel matters: discussion of succession planning for the Executive Board; discussion and selec-
tion of candidates; preparation of a recommendation to the plenary meeting for the re-appointment
of Gregor Pottmeyer, Andreas Preuss and Jeffrey Tessler as members of the Executive Board, and of
Andreas Preuss as Deputy CEO; preparation of a recommendation to the plenary meeting for the ap-
pointment of Theodor Weimer as a member of the Executive Board, and his appointment as CEO of
Deutsche Börse AG
Risk Committee (five meetings during the reporting period, including one joint meeting with the
Technology Committee)
■
Quarterly compliance and risk management reports
• Ongoing enhancements to Group-wide compliance and risk management, and of harmonising internal
control systems
▪ Deutsche Börse Group's risk strategy and risk culture
■
• Operational risk, information security, and business continuity management
Managing credit and product-specific risks
■ New regulatory requirements, especially under MiFID II/MiFIR and the Central Securities Depository
Regulation (CSDR)
Strategy Committee (three meetings during the reporting period)
■ Deutsche Börse Group's strategic orientation, and the status of implementing the growth strategy in the
various business areas
Strategic discussion of major industry trends, relevant political developments, the Group's competitive
position, as well as organic and inorganic growth opportunities (the latter especially in the areas of
market data, indices and analytics)
■ Cost and capital management
Technology Committee (four meetings during the reporting period, including one joint meeting with
the Risk Committee)
■
Developments to, and implementation of Deutsche Börse Group's IT strategy
Digitisation, and implementation of associated changes to the organisational structure and enterprise
processes
13
83
Report of the Supervisory Board
23
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
Johannes Witt, 1) * 1952
Former staff member in
the Financial Accounting
& Controlling department
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 21 May 1997
Amy Yip, *1951
Partner
RAYS Capital Partners Limited,
Hong Kong
Nationality: Chinese (Hong Kong)
Board member
Staff member in the Group Organisational
Services department
since 13 May 2015
www.deutsche-boerse.com/
supervboard
www.deutsche-boerse.com/
execboard
7
8
Deutsche Börse Group financial report 2017
Report of the Supervisory Board
Joachim Faber
Chairman of the Supervisory Board
As at 31 December 2017
(unless otherwise stated)
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report of the Supervisory Board
Lawyer, M.B.A. (Wales)
since 7 October 2005
since 11 May 2016
Karl-Heinz Flöther, *1952
Independent Management
Consultant, Kronberg
Nationality: German
Board member
since 16 May 2012
1) Employee representative
Marion Fornoff, ¹) * 1961
Staff member in the People Relations
& Employee Engagement Germany,
Switzerland,
Czech Republic & USA section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
Jutta Stuhlfauth," *1961
19
Hawthorne Group LLC, Palo Alto
Nationality: US-American
Board member
since 7 October 2005
Monica Mächler, *1956
Member of different supervisory
bodies, Pfäffikon
Nationality: Swiss
Board member
since 16 May 2012
Erhard Schipporeit, * 1949
Independent Management
Consultant, Hanover
Nationality: German
Board member
Craig Heimark, *1954
Managing Partner
Deutsche Börse AG's Supervisory Board had three top priorities in 2017, which proved to be
a demanding and challenging year. Firstly, we oversaw and advised the Executive Board regarding
key decisions in connection with the planned merger with London Stock Exchange Group, which
was ultimately prohibited, and with the investigation by the Public Prosecutor's Office against then
Chief Executive Officer (CEO) Carsten Kengeter. Secondly, we monitored the continued development
and implementation of Deutsche Börse Group's growth strategy. At the same time, we ensured that
the Executive Board maintained the smooth running of day-to-day operations. Thirdly, we appointed
Theodor Weimer as the new CEO after Carsten Kengeter's resignation, thus swiftly ensuring a strong
transition.
Hans-Peter Gabe, 1) *1963
Staff member in the
Performance & Compensation,
People Analytics and
Learning section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 21 May 1997
We held a total of 15 plenary meetings during 2017, including nine extraordinary meetings. In addition,
one strategy workshop and two technology workshops took place.
23
92
Marion Fornoff
22
20
91
Hans-Peter Gabe
18
18
100
Craig Heimark
19
19
100
Monica Mächler
Erhard Schipporeit
Jutta Stuhlfauth
26
100
26
26
100
During the reporting period, we also discussed the company's position and prospects in depth,
performing the tasks assigned to it by law and the company's Articles of Association and bylaws.
We regularly advised the Executive Board on its management of the company and monitored its
work, and were involved in all fundamental decisions.
25
Karl-Heinz Flöther
26
29
At our meetings, the Executive Board provided us with comprehensive and timely information in line
with the legal requirements. The information covered the course of business as well as the company's
and the Group's position (including the risk situation, risk management and compliance), as well as
on the company's strategy and planning. We discussed all significant transactions for the enterprise in
the plenary meetings and in the Supervisory Board committees, based on the reports provided by
the Executive Board. The high frequency of both plenary and committee meetings ensured an active
exchange of information between the Supervisory Board and the Executive Board. The Executive Board
also submitted written reports on individual issues between meetings, and discussed individual topics
with us. In addition, the CEO kept the Chairman of the Supervisory Board continuously informed of
current developments affecting the company's business, significant transactions and upcoming decisions,
as well as of the longterm outlook, and discussed these issues with him.
100
The Executive Board submitted all measures requiring Supervisory Board approval in accordance with
the law, the company's Articles of Association or bylaws to the Supervisory Board, and the Supervisory
Board approved these measures. The Supervisory Board also satisfied itself in other respects that the
Executive Board's actions were lawful, due and proper, and appropriate.
All members of the Supervisory Board attended more than half of the meetings of the Supervisory Board
and of the committees of which they were members during 2017. The average attendance rate for
all Supervisory Board members was 97 per cent during the year under review.
10
Deutsche Börse Group financial report 2017
The Supervisory Board members' detailed attendance record was as follows:
Attendance of Supervisory Board members at meetings in 2017
Meetings
(incl. committees)¹)
Meeting attendance
9
%
26
29
Ann-Kristin Achleitner
Richard Berliand
27
100
29
29
Joachim Faber
96
10,000
14,315
14,400
293
-1,400
2013
€
20,000
87
10,705
1,036
1,263
2013
€
6,000
€
839
10,378
16 Mar 2016
118,826
0
1,960
0
2014
625,297
727,421
34,676
2008
€
30,000
194,748
258,3185)
8,269
2002
€
25
61
67
-7
-1,187
€
S$
200
6,000
254,099
1,203,772
€
25,000
464,813
603,324
1,360,996
27,272,381
1,319
66,462
2006
39,598
3,1117
1998
19,9225)
1,5894)
1998
27,074
CZK
2013
2015
0
606
995
1,665
1,851
301
2015
US$
400
25,041
30,910
19,477
78,669
2000
€
25
131
202
-46
16,870
The amortisation period for intangible assets with finite useful lives is reviewed at a minimum at the
end of each financial year. If the expected useful life of an asset differs from previous estimates, the amor-
tisation period is adjusted accordingly.
160,200
22,710
2,098
0
-473
2009
n.a.
n.a.
n.a.
2009
0
0
2009
€
140
15,671
€
101,000
n.a.
2,285,314
22,657
0
€
187
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
Currency
Ordinary share
capital¹)
thousand
Equity 112)
thousand
Total assets¹)
thousand
Sales revenue
2017¹)
thousand
Net profit/loss
2017¹)
thousand
Initially
consolidated
US$
9,911
US$
n.a.
US$
2,098
21,338
2,374,923
19,644
3,903
7,923
2009
€
3,600
€
25,000
8,339
420,994
10,731
1,768,717
11,172
2,256
2010
298,7865)
111,611
2002
€
6,211
CZK
79,935
216,172
169,849
49,000
2013
0
84,7074)
2007
€
25,000
1,216,871
1,247,634
11,825
182,695
€
1,226,842
14,200,315
92,3065)
569,3875)
202,9416)
2002
190,616
2002
JPY
92,000
25
Domicile
90
With retrospective effect as at 1 October 2017, Finnovation S.A., a wholly owned subsidiary of Deutsche
Börse AG established under Luxembourg law, was merged across borders into Finnovation Software
GmbH, a wholly owned subsidiary of Deutsche Börse AG (merger 1). Immediately afterwards, Finnovation
Software GmbH was merged into Deutsche Börse AG (merger 2). Both mergers took effect upon regis-
tration with the commercial register on 22 December 2017. All assets as well as equity and liabilities
held by Finnovation S.A. at 30 September 2017 were transferred to Finnovation Software GmbH, and
subsequently to Deutsche Börse AG.
During the year under review, EEX, in which Deutsche Börse AG holds an interest of 75.05 per cent,
acquired all shares held by non-controlling shareholders in Powernext SAS, Paris, France, therefore
increasing its shareholding to 100 per cent. EEX thus increased its stakes in fully consolidated subsid-
iaries held indirectly through Powernext SAS. Accordingly, EEX now holds 51 per cent of the shares in
EPEX SPOT SE, Paris, France.
191
192
Deutsche Börse Group financial report 2017
Associates and joint ventures
The following table summarises the main financial information of associates and joint ventures; data
comprise the totals of each company according to the respective local GAAP and not proportional values
from the view of Deutsche Börse Group.
Associates and joint ventures
Company
Domicile
Segment
Equity interest
as at 31 Dec 2017
direct/(indirect)
%
Associates
Brain Trade Gesellschaft für Börsensysteme mbH
Frankfurt/Main, Germany
Xetra
Effective 23 October 2017, Assam SellerCo, Inc., New York, USA, sold its 100 per cent share held in
MNI Financial and Economic Information (Beijing) Co. Ltd., Beijing, China, to Hawking LLC, for a pur-
chase price of US$305 thousand.
Effective 25 August 2017, 360 Treasury Systems AG, Frankfurt/Main, Germany, established 360
Trading Networks Sdn Bhd, Kuala Lumpur, Malaysia, which was registered with the commercial register
on the same day.
Given the initiation of the liquidation proceedings for APX Commodities Limited in liquidation, London,
United Kingdom, and APX Shipping B.V. i.L., Amsterdam, the Netherlands, these two entities were
excluded from the basis of consolidation, with effect from 30 June 2017, and 31 December 2017,
respectively.
Börse Frankfurt Zertifikate Holding S.A., Luxembourg, was liquidated as at 19 June 2017 and is thus
no longer included in the basis of consolidation. The liquidation was resolved by means of a partner
resolution dated 24 July 2014. Deutsche Börse AG held an interest of 100 per cent in the company.
2.3
Cash deposits by market participants
-402.7
Deferred tax liabilities on temporary differences
-8.9
Other current liabilities
-1.5
Non-controlling interests
(28.58)"
-28.5
72.0
Goodwill
56.5
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
The acquired goodwill resulting from the transaction amounts to US$61.6 million (€56.5 million), and
mainly reflects expected revenue synergies to be generated by higher trading volumes, due to the fact
that Nodal Exchange is now part of a larger corporate group, which increases the attractiveness of its
service and product offerings. Furthermore, Deutsche Börse expects that the global gas business will
profit from the shared customer base of Nodal Exchange and EEX.
The full consolidation of Nodal Exchange group generated an increase of US$7.0 million (€6.0 million)
in net revenue as well as an increase of US$0.2 million (€0.2 million) in earnings after tax and offset-
ting of non-controlling interests. Full consolidation as at 1 January 2017 would have led to a
US$13.4 million (€12.0 million) increase in sales revenue and an increase of US$1.4 million
(€1.3 million) in earnings after tax and offsetting of non-controlling interests.
After the acquisition of Nodal Exchange group by EEX, it was decided to disentangle its shareholder
structure. Therefore, the interim holding entity Lex Holdings II, LLC was dissolved with effect from
24 July 2017, and EEX US Holdings, Inc. was merged into Nodal Exchange Holdings, LLC.
Total assets and liabilities acquired
China Europe International Exchange AG
Frankfurt/Main, Germany
Eurex
SEEPEX a.d.
Belgrade, Serbia
Eurex
(9.57)
Switex GmbH
Hamburg, Germany
Xetra
40.00
16.33
Tradegate AG Wertpapierhandelsbank"
Xetra
20.00
ZDB Cloud Exchange GmbH in Liquidation
Eschborn, Germany
Eurex
49.90
Berlin, Germany
Eurex
Berlin, Germany
Other current assets
Eurex
12.50
40.00
Deutsche Börse Commodities GmbH
Digital Vega FX Ltd
LuxCSD S.A.
PHINEO BAG
RegTek Solutions Inc.
R5FX Ltd
Frankfurt/Main, Germany
London, United Kingdom
Luxembourg, Luxembourg
Berlin, Germany
London, United Kingdom
Xetra
Eurex
23.85
Clearstream
(50.00)
Xetra
12.005)
New York, USA
MD+S
16.20
421.0
0.2
5.7
2015
ILS
1
-2,967
2,800
0
-1,693
2015
59
INR
68,827
84,397
38,974
6,948
2015
5) Thereof 8.02 per cent indirectly held via European Energy Exchange AG and 30.25 per cent indirectly held via Powernext SAS
6) Thereof income and expense from profit-pooling agreements with their subsidiaries amounting to a total of €57,055 thousand
7) Thereof 5.00 per cent indirectly held via Tradegate AG Wertpapierhandelsbank
189
190
300
Deutsche Börse Group financial report 2017
0
1,424
595
2015
€
34
381
491
620
12
1,571
2015
0
-94
105
0
-94
25 Aug 2017
€
25
MYR
30.039)
Changes to consolidated subsidiaries
Foreign
Purchase price
Non-controlling interests
Acquired bank balances
Total consideration
189.6
-47.3
-13.8
128.5
Consideration transferred
Acquired assets and liabilities
55.0
Exchange and clearing licences
Trade names
24.5
4.9
Software and other intangible assets
Other non-current assets
Restricted bank balances
Customer relationships
Germany
Preliminary goodwill
calculation
3 May 2017
€m
The preliminary purchase price allocation yielded the following results:
Total
As at 1 January 2017
20
42
62
Additions
Disposals
As at 31 December 2017
Goodwill resulting from the business combination with Nodal Exchange group
1
6
-1
-6
-7
20
41
61
European Energy Exchange AG, Leipzig, Germany, (EEX) founded EEX US Holdings, Inc., Wilmington,
Delaware, USA, as a wholly owned subsidiary in March 2017. With effect from 3 May 2017, EEX
US Holdings, Inc. acquired all shares in Nodal Exchange Holdings, LLC, Tysons Corner, Virginia, USA
(Nodal Exchange). As part of the transaction, EEX US Holdings acquired all shares in Lex Holdings II,
LLC, Wilmington, Delaware, USA. Nodal Exchange is a regulated derivatives exchange which currently
offers over 1,000 electric power and natural gas contracts on hundreds of unique locations, allowing
market participants to hedge against price risks in the United States. All of the transactions on Nodal
Exchange are cleared through its clearing house, Nodal Clear, LLC, Tysons Corner, Virginia, USA, a deriv-
atives clearing organisation under the Commodity Exchange Act that is regulated by the U.S. Commodity
Futures Trading Commission (CFTC). The purchase price was US$206.9 million (€189.6 million) paid
in cash. Since the completion of the transaction on 3 May 2017, EEX US Holdings and the other entities
it acquired as part of the transaction have been fully consolidated.
5
Zimory GmbH in Liquidation
1) Thereof 14.29 per cent held directly and 14.29 per cent indirectly via Börse Frankfurt Zertifikate AG
2) Preliminary figures
3) Value of equity
■ SEEPEX a.d., Belgrade, Serbia
■ Tradegate AG Wertpapierhandelsbank, Berlin, Germany
194
Deutsche Börse Group financial report 2017
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).
Due to rounding, the amounts may differ from unrounded figures.
The annual financial statements of subsidiaries included in the consolidated financial statements have
been prepared on the basis of the Group-wide accounting policies based on IFRS that are described in
the following. They were applied consistently to the periods shown.
Adjustments to the presentation of the consolidated income statement
■R5FX Ltd, London, United Kingdom
The introduction of the key indicator “earnings before interest, tax, depreciation and amortisation
(EBITDA)" in the financial year 2017 led to the following adjustments to the presentation of the consoli-
dated income statement:
Recognition of revenue and expenses
Trading, clearing and settlement fees are recognised at the trade date and billed on a monthly basis.
Custody revenue and revenue for systems development and systems operation are generally recognised rate-
ably and billed on a monthly basis. Sales of price information are billed on a monthly basis. Rebates
are deducted from sales revenue.
The "volume-related costs" item comprises expenses that depend in particular on the number of certain
trade or settlement transactions, on the custody volume, on the Global Securities Financing volume, or
on the volume of market data acquired; or that result from revenue-sharing agreements or maker-taker
pricing models. Volume-related costs are not incurred if the corresponding revenue is no longer
generated.
Interest income and expense 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 income can be measured
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
reliably. Interest expense is recognised in the period in which it is incurred. Interest income and expense
from banking business are set off in the consolidated income statement and disclosed separately in
→ note 4.
Dividends are recognised in net income from equity investments if the right to receive payment is based
on legally assertable claims.
The item “depreciation, amortisation and impairment losses" was reclassified from operating costs; going
forward, it will be disclosed as a separate item under “earnings before interest, tax, depreciation and
amortisation (EBITDA)". Therefore, the term “operating costs" was amended to “operating costs (exclud-
ing depreciation, amortisation and impairment losses)”. Disclosure for the financial year 2016 was
amended accordingly, translating into a decline of operating costs for 2016 of €131.0 million. Earnings
before interest, tax, depreciation and amortisation (EBITDA) for 2016 stood at€1,239.2 million; earn-
ings before interest and tax (EBIT) was €1,108.2 million, as before. By disclosing the EBITDA key indi-
cator in the consolidated income statement, Deutsche Börse Group is adjusting its external financial
reporting to the changes made to the internal financial reporting system while at the same time seeking
to improve comparability with its competitors.
The consolidated income statement is structured using the nature of expense method.
RegTek Solutions Inc., New York, USA
■ Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany
12,6448)
2010
€
€
50
263
219
259
74
84
0
■ PHINEO gAG, Berlin, Germany
-9
0
-6
2013
6) Figures as at 31 October 2017
7) As at the reporting date, the fair value of the stake in the listed company amounted to €104.9 million.
8) Figures as at 31 December 2016
9) Voting rights
Effective 25 July 2017, Deutsche Börse AG acquired 12.5 per cent of the voting shares in RegTek Solu-
tions Inc., New York, USA. Since Deutsche Börse AG exercises significant influence within the meaning
of IAS 28.6 (a) (representation on the board of directors), RegTek Solutions Inc. is classified as an asso-
ciate, and is accounted for using the equity method.
Effective 7 September 2017, Bondcube Limited in Administration, London, United Kingdom, was liqui-
dated and is thus no longer included in the basis of consolidation. The liquidation was resolved by means
of a partner resolution dated 21 July 2015. Deutsche Börse AG held an interest of 30 per cent in the
company.
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:
2013
4 Nov 2016
Research and development costs
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 must
be capitalised and which cannot be capitalised:
■ 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 expenses attributable to the “detailed specifications" and "building and
testing" phases are capitalised. All other phases of software development projects are expensed.
Intangible assets
Compilation and testing of simulation software packages
Capitalised development costs are amortised from the date of first use of the software using the straight-
line method over the asset's expected useful life. The useful life of internally developed software is gener-
ally assumed to be five years; a useful life of seven years is used as the basis in the case of newly devel-
oped trading platforms and clearing or settlement systems, and for certain enhancements of these sys-
tems.
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.
Purchased software is carried at cost and reduced by 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.
Research costs are expensed in the period in which they are incurred. The development costs of an asset
are only capitalised if they can be reliably estimated, if all the definition criteria for an asset are met and if
the future economic benefits resulting from capitalising the development costs can be demonstrated.
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 capitalisation are recognised as expenses in the consolidated income state-
ment. Interest expense that cannot be allocated directly to one of the development projects is recognised
in profit or loss in the reporting period and not included in capitalised development costs. If research and
development costs cannot be separated, the expenditures are recognised as expenses in the period in which
they are incurred.
■ Preparation and implementation of simulation
■ Identification of inefficiencies
Phases not eligible for capitalisation
1. Design
■ Definition of product design
Specification of the expected economic benefit
■ Initial cost and revenue forecast
Phases eligible for capitalisation
2. Detailed specifications
■ Compilation and review of precise specifications
Troubleshooting process
5. Simulation
3. Building and testing
■ Product testing
195
196
Deutsche Börse Group financial report 2017
Phases not eligible for capitalisation
4. Acceptance
■ Planning and implementation of acceptance tests
Analysis to identify weak points in a functioning and operational software
■ Software programming
8,815
92
90,9388)
€
27,000²)
17,770²)
1,3652)
3462)
-5,403²)
2015
€
2013
GBP
6,093,292
6,087,385
13,278
3,156
2007
2,0164)
9224)
9704)
1,000
2,6073)4)
4934)
1512)
-2,5312)
4) The figures refer to the financial year from 1 December 2016 to 30 November 2017.
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.
The shares held in Index Marketing Solutions Limited, London, United Kingdom, classified as an associ-
ate and accounted for using the equity method, were divested on 9 March 2017.
With effect from 12 April 2017, the company name of Global Markets Exchange Group International
LLP, London, United Kingdom, was changed to LDX International Group LLP. Effective 5 October 2017,
Deutsche Börse AG divested its interest of 45.13 per cent held in LDX International Group LLP.
After all regulatory approvals were granted on 24 April 2017, Deutsche Börse AG increased its interest
in Tradegate AG Wertpapierhandelsbank, Berlin, Germany, (Tradegate AG) by 4.96 percentage points. In
addition, Deutsche Börse AG further increased its interest in Tradegate AG by 0.18 percentage points on
13 July 2017, improving its shareholding to 20 per cent. Tradegate AG continues to be classified as an
associate, and is accounted for using the equity method. As described in ☑ note 2 in the 2016 corporate
report, Deutsche Börse AG exercised a call option on shares of Tradegate AG on 21 December 2016.
Executive and Supervisory Boards | Management report | Financial statements | Notes
193
Basis of preparation
4,8082)
Ordinary share
Liabilities
thousand
Sales revenue
2017
thousand
Net profit/loss
2017
thousand
Associate
since
€
1,400²)
4,2462)
Assets
thousand
250
53,4868)
2011
6,000
7456)
196)
-1,0006)
2014
RSD
120,000
149,261
169,124
5696)
52,615
2015
€
25
527
97
€
24,4038)
133,5758)
-30,563
€
26)
2015
7,294
-1,579
2,407
8
2015
€
50
6,344
GBP
2,656
266
2010
US$
20,000
1,395
0
3,188
-1,537
1,001
8,556
7,376
300
Singapore, Singapore
(100.00)
New York, USA
(100.00)
360 Trading Networks LLC
360 Trading Networks Sdn Bhd
Finbird GmbH
Dubai, United Arab Emirates (UAE)
100.00
(100.00)
(100.00)
Frankfurt/Main, Germany
(100.00)
Finbird Limited
ThreeSixty Trading Networks (India) Pte. Ltd.
Jerusalem, Israel
Mumbai, India
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
2) 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
Kuala Lumpur, Malaysia
3) Voting rights
80.007
Berlin, Germany
Impendium Systems Ltd
STOXX Ltd.
STOXX Australia Pty Limited
Tradegate Exchange GmbH
360 Treasury Systems AG
360T Asia Pacific Pte. Ltd.
360 Trading Networks Inc.
Brøndby, Denmark
(75.05)
Frankfurt/Main, Germany
Vienna, Austria
Frankfurt/Main, Germany
100.00
London, United Kingdom
100.00
Zurich, Switzerland
100.00
Sydney, Australia
(100.00)
(38.27)
Eurex Services GmbH
4) Before profit transfer and loss absorption
(100.00)
310,184
383,315
45,189
7,619
1998
€
60,075
311,056
8,313
368,542
36,7406)
2014
€
100
2,046
2,083
217
-1,0844)
29,761
(100.00)
€
59,193
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
Currency
Ordinary share
capital¹)
thousand
Sales revenue Net profit/loss
Equity¹
1)2)
Total assets¹)
2012
thousand
2017¹)
thousand
2017¹)
thousand
Initially
consolidated
€
83
556,003
577,550
124,590
thousand
2014
PEGAS CEGH Gas Exchange Services GmbH
(22.96)
Equity interest
as at 31 Dec 2017
direct/(indirect)
%
Eurex Global Derivatives AG
Eurex Zürich AG
Zurich, Switzerland
100.00
Zurich, Switzerland
Goodwill is recognised at cost and tested at least once a year for impairment.
(100.00)
Leipzig, Germany
75.05³)
Agricultural Commodity Exchange GmbH
Leipzig, Germany
(75.05)
Cleartrade Exchange Pte. Limited
Singapore, Singapore
(75.05)
European Energy Exchange AG
EEX Link GmbH
Company
Deutsche Börse Group financial report 2017
24
1
2013
€
€
3,600
100
11,044
7,000
12,949
Fully consolidated subsidiaries (part 2)
16,668
285
2001
3,1404)
2001
5) Consists of interest and commission results due to business operations
6) Thereof income from profit-pooling agreements with their subsidiaries amounting to €195,910 thousand (including €159,160 thousand for Clearstream
Banking S.A. and €36,750 thousand for Clearstream Banking AG)
7) Thereof income from profit-pooling agreements with their subsidiaries amounting to €4,729 thousand (including €3,140 thousand for Eurex Repo GmbH and
€1,589 thousand for Eurex Clearing AG)
188
2,902
10,791
Gaspoint Nordic A/S
EEX Power Derivatives GmbH
Leipzig, Germany
(50.03)
Powernext SAS
Paris, France
(75.05)
EPEX SPOT SE
Paris, France
(38.27)5)
EPEX Netherlands B.V.
Prague, Czech Republic
Amsterdam, Netherlands
EPEX SPOT Belgium S.A.
EPEX SPOT Schweiz AG
Brussels, Belgium
(38.27)
Bern, Switzerland
(38.27)
JV Epex-Soops B.V.
Amsterdam, Netherlands
(38.27)
European Commodity Clearing AG
Power Exchange Central Europe a.s.
Tysons Corner, USA
(75.05)
Leipzig, Germany
(75.05)
Leipzig, Germany
(75.05)
European Commodity Clearing Luxembourg S.à r.l.
Luxembourg, Luxembourg
(75.05)
(75.05)
Global Environmental Exchange GmbH
(75.05)
Nodal Exchange Holdings, LLC
Tysons Corner, USA
(75.05)
Nodal Exchange, LLC
Tysons Corner, USA
(75.05)
Nodal Clear, LLC
Leipzig, Germany
79
US$
1,867
2,000
2,001
2,876
4,115
328
1 July 2016
€
35
DKK
7,317
1,702
169
2 Sep 2016
€
25
98
98
0
7,449
-2
2015
26
€
3,000
3,900
567,202
3,460
118
2015
CHF
-8
100
214
320
21
2015
€
18
177
180
178
1 Dec 2016
2007
7,804
3,125
648
2010
€
128
42,719
60,981
67,388
2,482
12,345
S$
550
4,473
8,754
12,410
215
2015
US$
2015
GBP
1,785
€
CHF
1,000
-7,309
164,660
561
1,332
-318
2014
201,131
500
147,242
2009
AU$
0
95
228
463
8
2015
90,438
19,800
0
710
79,318
41,2154)
2014
€
13
81
324,804
33,933
2,751,310
67
€
50
48
1,789
3,258
-1,9704)
2014
US$
2014
0
88,935
€
2,132
1,527
-928
2014
€
50
59
102
1,015
172
1 Jan 2016
€
125
6,018
16,279
40,531
18,8934)
2014
8
1,599
153,955
13,446
31 May 2016
€
12,584
33,456
41,863
32,542
13,580
2015
6,990
€
62,937
82,967
76,748
20,832
2015
€
0
0
6,168
669,435
48,412
41,205
-9,632
3 May 2017
US$
0
38,485
503,841
13,446
-27
53,236
3 May 2017
0
31,138
495,838
6,506
1,999
3 May 2017
CZK
30,000
US$
capital
thousand
Currency
A restructuring provision is only recognised when an entity has a detailed formal plan for the restruc-
turing 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 by announcing its main features to those
affected by it.
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
held by central counterparties, receivables and other assets as well as bank balances.
Financial assets
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement.
Investments in associates and joint ventures
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
199
Recognition of financial assets
The fair value of a financial instrument is measured using quoted market prices, if available. If no quoted
market prices are available, observable market prices, for example for interest rates or exchange rates,
are used. This observable market information is then used as inputs for financial valuation techniques,
e.g. option pricing models or discounted cash flow models. In isolated instances, fair value is determined
exclusively on the basis of internal valuation models.
A review is conducted at every reporting date to establish whether there are any indications that an
impairment loss recognised on non-current assets (excluding goodwill) in prior periods 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 prior periods. Impairment losses on goodwill are not
reversed.
Goodwill is allocated to identifiable groups of assets (cash-generating units) or groups of cash-generating
units that create synergies from the relevant acquisition. Irrespective of any indications of impairment,
these items must be tested for impairment at least annually at the lowest level at which Deutsche Börse
Group monitors the respective 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 that 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.
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 at least once a year. If the estimated
recoverable amount is lower than the carrying amount, an impairment loss is recognised and the net
carrying amount of the asset is reduced to its estimated recoverable amount.
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing
use of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be deter-
mined for an asset, the recoverable amount of the cash-generating unit to which the asset can be allo-
cated is determined.
Specific non-current non-financial assets are tested for impairment. At each reporting date, the Group
assesses whether there are any indications that an asset may be impaired. If this is the case, the 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.
Impairment losses on property, plant and equipment and intangible assets
Deutsche Börse Group financial report 2017
Fair value measurement
198
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 counterparties of Deutsche Börse Group are recognised at the settlement
date.
Subsequent measurement of financial assets
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.
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 losses
and effects of exchange rates on monetary items are excluded from this general principle and are recog-
nised in profit or loss.
Non-derivative financial assets are classified as "available-for-sale financial assets" if they cannot be allo-
cated to the "loans and receivables" or "assets held for trading" categories. These assets comprise debt
and equity investments recognised as “other equity investments” and “other financial instruments", as well
as debt instruments recognised as current and non-current receivables and securities from banking
business.
Available-for-sale financial assets
Restricted bank balances mainly include cash deposits by market participants that are invested largely
overnight, mainly at central banks or in the form of reverse repurchase agreements with banks.
Cash and cash equivalents comprise cash on hand and demand deposits as well as financial assets that
are readily convertible to cash. They are subject to only minor changes in value. Cash and cash equiva-
lents are measured at amortised cost.
Cash and cash equivalents
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. If they are settled
within one year, they are allocated to current assets. All other financial assets are allocated to non-
current assets.
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".
200
Loans and receivables comprise in particular current and non-current receivables from banking business,
called collateral from central counterparties, trade receivables as well as other current receivables. They
are recognised at amortised cost, taking into account any impairment losses, if applicable. Premiums
Loans and receivables
If they result from banking business, realised and unrealised gains and losses are immediately recog-
nised in the consolidated income statement as “other operating income", "other operating expenses"
and "net interest income from banking business” or, if incurred outside the banking business, as “finan-
cial income" and "financial expenses".
Derivatives that are not designated as hedging instruments as well as financial instruments held by
central counterparties (excluding collateral not yet collected from clearing participants) are measured
at fair value through profit or loss.
Assets held for trading
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 reporting period. For the first time, Deutsche Börse
Group applied the option to designate financial assets at fair value through profit or loss (fair value
option) for a convertible bond. The financial assets are allocated to the respective categories at initial
recognition.
Deutsche Börse Group financial report 2017
197
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 asset in question can be reliably determined, expenditure
subsequent to acquisition is added to the carrying amount of the asset as incurred. The carrying amounts
of any parts of an asset that have been replaced are derecognised.
Repair and maintenance costs are expensed as incurred.
customer
relationships
12 years
indefinite
Trade names
Exchange
licences
Miscellaneous
Member and
Other
intangible
assets
360T
EEX
STOXX
Useful life of other intangible assets classified by business combinations
The cost of the other intangible assets, which are almost only acquired in the course of business combi-
nations, corresponds to the acquisition date fair value. Assets with a finite useful life are amortised using
the straight-line method over their expected useful life. Assets with an indefinite useful life are tested for
impairment at least once a year.
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date.
CGSS
3 to 5 years
indefinite
indefinite
Depreciation period
3 to 5 years
5 to 25 years
based on lease term
Leasehold improvements
Office equipment
Computer hardware
Asset
Useful life of property, plant and equipment
Depreciable items of property, plant and equipment are 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
overheads. No borrowing costs were recognised in the reporting period as they could not be directly allo-
cated to any particular development project.
Property, plant and equipment
Since the exchange licences mentioned above have no time limit on their validity and, in addition,
there is an intention to maintain the exchange licences disclosed as at 31 December 2017 as part of
the general business strategy, an indefinite useful life is assumed. Moreover, it is assumed that the
trade name of STOXX, certain trade names of 360T as well as certain registered trade names of EEX
group have also an indefinite useful life. These umbrella brands benefit from strong brand awareness
and are used in the course of operating activities, so there are no indications that their useful life is
limited.
8 to 24 years
5 years,
indefinite
indefinite
23 years
indefinite
8 years
20 years
16 years
Realised gains and losses are generally recognised in "financial income" or "financial expense". Interest
income in connection with debt instruments in the banking business is recognised in the consolidated
income statement in “net interest income from banking business" using the effective interest rate method.
Other realised gains and losses are recognised in the consolidated income statement in "other operating
income" and "other operating expenses".
If debt instruments in the banking business are hedged items in fair value hedges, the changes in fair
value resulting from the hedged risk are recognised in profit or loss.
2 to 20 years
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.
Non-current assets held for sale, disposal groups and discontinued operations
Receivables and other assets are carried at their nominal amount. Adequate valuation allowances take
account of identifiable risks.
Other current assets
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 recognised in other comprehensive income. The
transaction costs directly attributable to the acquisition of treasury shares are accounted for as a deduc-
tion from shareholders' equity (net of any related income tax benefit).
Treasury shares
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default accord-
ing to the underlying contract.
In addition to these daily collateral payments, each clearing member must make contributions to the
respective clearing fund (for further details, see the ☑risk report in the combined management report).
Cash collateral is reported in the consolidated balance sheet under "cash deposits by market participants"
and the corresponding amounts under "restricted bank balances".
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. Disposal groups may comprise current and non-
current assets, and the corresponding liabilities, which fulfil the criteria provided above and which are
to be sold and discontinued. Income and expenses from non-current assets held for sale are recognised
within continuing operations, provided such items are not included in net profit from discontinued
operations.
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems is the
determination of the overall risk per clearing member (margin) to be covered by cash or securities collat-
eral. Losses calculated on the basis of current prices and potential future price risks are covered up to the
date of the next collateral payment.
The fair values recognised in the consolidated balance sheet are based on daily settlement prices. These
are calculated and published by the clearing house in accordance with the rules set out in the contract
specifications (see also the clearing conditions of the respective clearing house).
Deutsche Börse Group financial report 2017
204
"Financial instruments held by central counterparties" are reported as non-current if the remaining
maturity of the underlying transactions exceeds twelve months at the reporting 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 deriva-
tives and carried at fair value until the settlement date. Receivables and liabilities from repo trans-
actions and from cash-collateralised securities lending transactions 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 following day are carried at their nominal
amount.
For products that are marked to market (futures, options on futures as well as OTC interest-rate deriva-
tives), the clearing houses recognise gains and losses on open positions of clearing members on each
exchange day. By means of the variation margin, profits and losses on open 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 and OTC interest rate derivatives 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.
In accordance with IAS 39, purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date.
Cash or securities collateral held by central counterparties
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
Discontinued operations exclusively comprise assets and liabilities which are to be sold, entirely or
partly, as part of an individual plan, or are to be abandoned. Furthermore, discontinued operations are
assets or liabilities of major lines of business or geographical areas of operations. Every line of business
or geographical area of operation must be identifiable for operational and accounting purposes. Net profit
from discontinued operations is recognised in the period in which it is incurred, and is disclosed sepa-
rately in the consolidated income statement and the consolidated statement of comprehensive income.
The corresponding cash flows are disclosed separately in the consolidated cash flow statement. Further-
more, the figures disclosed in the previous year's income statement and cash flow statement have been
adjusted accordingly.
Derecognition of financial assets
Other provisions
Other long-term benefits for employees and members of executive boards (total disability pension, tran-
sitional payments and surviving dependants' 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.
Actuarial gains or losses resulting from changes in expectations with regard to life expectancy, pension
trends, salary trends and 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 in the revaluation surplus.
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 eu-
ros is, on principal, based on a discount rate of 1.80 per cent, which is determined according to the
Towers Watson "Global Rate:Link" methodology updated in line with the current market trend.
Provisions for pension obligations are measured, separately for each pension plan, using the projected
unit credit method on the basis of actuarial opinions. The fair value of plan assets is deducted from the
present value of pension obligations, reflecting the asset ceiling rules if there are any excess plan assets.
This results in the net defined benefit liability or asset. Net interest expense for the financial year is calcu-
lated by applying the discount rate determined at the beginning of the financial year to the net defined
benefit liability determined as at that date.
Defined benefit plans
Deutsche Börse Group financial report 2017
206
205
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
This pension plan was reported as a defined contribution plan, given the limited information regarding
the allocation of fund assets to member institutions and beneficiaries.
Several Deutsche Börse Group companies are, along with other financial institutions, member institu-
tions of BVV Versicherungsverein des Bankgewerbes a.G. (BVV), a pension insurance provider with
registered office in Berlin, Germany. Employees and employers make regular contributions, which are
used to provide guaranteed pension plans and a potential surplus. The contributions to be made are
calculated based on contribution rates applied to active employees' monthly gross salaries, taking into
account specific financial thresholds. Member institutions are liable in the second degree regarding the
fulfilment of BVV's agreed pension benefits. However, we consider the risk that said liability will actually
be utilised as remote. Given that BVV membership is governed by a Works Council Agreement, member-
ship termination is subject to certain conditions. Deutsche Börse Group considers BVV pension obliga-
tions as multi-employer defined benefit pension plans (leistungsorientierte Pläne). However, the Group
currently lacks information regarding the allocation of BVV assets to individual member institutions and
the respective beneficiaries as well as regarding Deutsche Börse Group's actual share in BVV's total obli-
gations. Hence, Deutsche Börse Group discloses this plan as a defined contribution plan (beitrags-
orientierter Plan). Based on its latest publications, BVV does not suffer any deficient cover with a poten-
tial impact on Deutsche Börse Group's future contributions.
Multi-employer plans
There are defined contribution pension plans for employees in several countries. In addition, the
employer pays contributions to employees' private pension funds.
There are defined contribution plans as part of the occupational pension system using pension funds and
similar pension institutions, as well as on the basis of 401(k) plans. In addition, contributions are paid to
the statutory pension insurance scheme. The level of contributions is normally determined in relation to
income. As a rule, no provisions are recognised for defined contribution plans. The contributions paid are
reported as pension expenses in the year of payment.
Pensions and other employee benefits relate to defined contribution and defined benefit pension plans.
Pensions and other employee benefits
The transactions of the clearing houses are only executed between the respective clearing house and
a clearing member.
■ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on the
Eurex exchanges (Eurex Deutschland and Eurex Zürich AG). It also guarantees the settlement of all
transactions for Eurex Repo (repo trading platform), certain exchange transactions in equities on Frank-
furter Wertpapierbörse (FWB, the Frankfurt Stock Exchange) and certain cash market transactions on
the Irish Stock Exchange. Eurex Clearing AG also guarantees the settlement of off-order-book trades
entered for clearing in the trading systems of the Eurex exchanges, Eurex Repo, the Frankfurt Stock
Exchange and the Irish Stock Exchange. In the reporting year, it also guaranteed the settlement of all
transactions for Eurex Bonds (bond trading platform) including off-order-book trades entered for
clearing. In addition, Eurex Clearing AG clears over-the-counter (OTC) interest rate derivatives and
securities lending transactions, where these meet the specified novation criteria.
Defined contribution plans
European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of EEX group and the connected partner exchanges.
Financial liabilities not measured at fair value through profit or loss
Deutsche Börse Group financial report 2017
202
201
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.
Offsetting financial assets and liabilities
Financial liabilities relate primarily to interest-bearing liabilities, other liabilities, liabilities from banking
business, financial instruments held by central counterparties, cash deposits by market participants as
well as trade payables. They are recognised when a Group company becomes a party to the instrument.
They are generally recognised at the trade date. Purchases and sales of equities via the central counter-
party Eurex Clearing AG are recognised at the settlement date.
Financial liabilities
The amount of an impairment loss for a financial asset measured at cost (unlisted equity instruments)
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.
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.
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. In the case of equity instruments, the assessment also takes into account the duration and the
amount of the impairment compared with cost. If the decline in value amounts to at least 20 per cent
of cost or lasts for at least nine months, or if the decline is at least 15 per cent of cost and lasts for at
least six months, Deutsche Börse Group takes this to be evidence of impairment. Impairment is assumed
in the case of debt instruments if there is a significant decline in the issuer's credit quality.
Financial assets that are not measured at fair value through profit or loss are reviewed at each reporting
date to establish whether there are any indications of impairment.
Impairment of financial assets
Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the con-
text of the ASLplus securities lending system. Legally, it operates between the lender and the borrower
without being an economic party to the transaction (transitory items). In these transactions, the securities
borrowed and lent match each other. Consequently, these transactions are not recognised in the consoli-
dated balance sheet.
Basis of preparation
■ Nodal Clear, LLC was acquired by European Energy Exchange in 2017 as part of Nodal Exchange
group. Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) registered in the United States
and is the central counterparty for all transactions executed on Nodal Exchange.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Financial liabilities not held for trading are carried at amortised cost. These liabilities comprise issued
bonds. The borrowing costs associated with the placement of financial liabilities are included in the carry-
ing amount and accounted for using the effective interest method, if they are directly attributable.
Discounts are amortised over the term of the liabilities.
Financial liabilities measured at fair value through profit or loss
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. An impairment loss recognised on debt
instruments may only be reversed in a subsequent period if the reason for the original impairment
no longer applies.
Derivatives and hedges
Financial instruments held by central counterparties
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 or 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.
"
Basis of preparation
Executive and Supervisory Boards | Management report | Financial statements | Notes
203
European Commodity Clearing AG, Nodal Clear, LLC and Eurex Clearing AG act as central counter-
parties:
Derivatives that are not part of a hedging relationship
The effective portion of the gain or loss from a hedging transaction that is designated as a highly effective
hedge is recognised in other comprehensive income. 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.
Gains or losses on derivative instruments that are not part of a highly effective hedging relationship are
recognised immediately in the consolidated income statement.
Hedges of a net investment in a foreign operation
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.
Fair value hedges
The portion of the gain or loss on the hedging instrument determined to be highly effective is recognised
in other comprehensive income. This gain or loss ultimately adjusts the value of the hedged cash flow,
i.e. the gain or loss on 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.
Cash flow hedges
Derivatives are used to hedge interest rate risk or currency risk. All derivatives are carried at their fair
values.
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 effectiveness can be measured.
0
Other assets
0
0
18.0
0
64.1
Repurchase agreements
21.8
25.1
Xetra
25.2
21.5
1,019.5
1,052.8
26.3
21.4
Trading
120.9
61.9
0
113.0
19.5
Foreign exchange (360T)
432.9
1.1
€m
0
2017
€m
2016
€m
Eurex
Equity index derivatives
478.1
0
0
Interest rate derivatives
209.7
190.8
0
0
Equity derivatives
41.9
41.4
0
0
Commodities (EEX)
230.0
237.1
-0.1
Central counterparty for equities
1,029.4
38.4
Investment Funds Services
145.0
128.6
0
0
Global Securities Financing
133.1
113.0
0
0
941.3
106.3
62.6
Market Data + Services
Data Services
178.3
184.0
0
0
Index
141.3
127.2
(restated) 2016
0
38.2
0
165.8
0
0
Listing
15.5
13.0
0
0
Partner Markets
23.2
22.4
0
0
197.8
186.8
0
0
Clearstream
International business (ICSD)
585.5
571.8
106.3
62.6
Domestic business (CSD)
127.9
2017
€m
Leased assets and the associated liabilities are recognised at the lower of the fair value and 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.
Sales revenue
Executive and Supervisory Boards | Management report | Financial statements | Notes
209
Basis of preparation
Consolidation
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are included
in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed to varia-
ble 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 acquisition
date fair values. 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 accu-
mulated impairment losses.
Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is elimi-
nated against the corresponding expenses. Profits or losses arising from deliveries of intra-Group goods
and services, as well as dividends distributed within the Group, are eliminated. Deferred taxes for consoli-
dation adjustments are recognised 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".
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 reporting date,
monetary balance sheet items in foreign currency are measured at the exchange rate at the reporting
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 exchange rate prevailing at the valuation date. Exchange rate differences are recorded as other operat-
ing 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 operation 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
reporting period. Resulting exchange differences are recognised directly in "accumulated profit”. When the
relevant subsidiary is sold, these exchange rate differences are recognised in net profit for the period
attributable to shareholders of the parent company in which the deconsolidation gain or loss is realised.
210
Deutsche Börse Group financial report 2017
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Exchange rates
Swiss francs
US dollars
Czech koruna
Singapore dollar
British pound
Closing price as
Average rate
2017
Average rate
at 31 Dec
Expenses incurred in connection with operating leases are recognised as an expense on a straight-line
basis over the lease term.
2016
0
Leases
0.1
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
Contingent liabilities are not recognised, but are rather 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 (GSP), the Stock Bonus Plan (SBP), the Co-Perfor-
mance Investment Plan (CPIP) and the Performance Share Plan (PSP) as well as the Long-term Sustain-
able Instrument (LSI) and the Restricted Stock Units (RSU), which provide share-based payment compo-
nents for employees, senior executives and executive board members.
Group Share Plan (GSP)
Under the GSP, shares are generally granted at a discount to the market price to non-executive staff of
Deutsche Börse AG and of participating subsidiaries who have been employed on a non-temporary basis
since at least 31 March of the previous year. The expense of this discount is recognised in the income
statement at the grant date.
Stock Bonus Plan (SBP)
The SBP for senior executives of Deutsche Börse AG and of participating subsidiaries grants a long-term
remuneration component in the form of so-called SBP shares. These are generally accounted for as share-
based payments for which Deutsche Börse AG has a choice of settlement in cash or equity instruments
for certain tranches. Tranches due in previous years were each settled in cash. Regarding the 2017
tranche, cash settlement has been agreed upon too. Under these circumstances, it is presently presumed
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
consolidated income statement. Any right to payment of a stock bonus only vests after the expiration of the
service or performance period of four years on which the plan is based.
Performance Share Plan (PSP)
The PSP was launched in financial year 2016 for members of the Executive Board of Deutsche Börse
AG as well as selected senior executives and employees of Deutsche Börse AG and of participating sub-
sidiaries. The number of phantom PSP shares to be allocated is calculated based on the number of
shares granted and the increase of net profit for the period attributable to Deutsche Börse AG share-
holders, as well as 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 con-
stituents. The shares are subject to a performance period of five years. The subsequent payment of the
stock bonus will be settled in cash. For further details on this plan, please see the ☑“Principles govern-
ing the PSP and assessing target achievement for performance shares" section in the remuneration
report.
Long-term Sustainable Instrument (LSI)
In order to meet regulatory requirements, the LSI for risk takers (employees whose professional activities
have a material impact on the operations of institutions) was introduced in financial year 2014 (see
note 39). LSI shares are generally settled in cash. Regarding the 2014 tranche, the respective compa-
nies have the option to fulfil their obligations by delivering shares of Deutsche Börse AG. The remaining
tranches will be settled in cash. Deutsche Börse Group thus measures the LSI shares as cash-settled
207
208
Deutsche Börse Group financial report 2017
share-based payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking certain waiting periods into account.
Restricted Stock Units (RSU)
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are set-
tled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based payment
transactions. The options are measured using an option pricing model (fair value measurement). Any
right to payment of a stock bonus only vests after the expiration of the one-year service period on which
the plan is based, taking a three-year retention period and a one-year waiting period into account.
Deferred tax assets and liabilities
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled.
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 unused tax loss carryforwards
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 cur-
rent tax liabilities exists and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same taxation authority.
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.
Net interest income from banking business
2017
at 31 Dec
Key sources of estimation uncertainty and management judgements
The application of accounting policies, the presentation of assets and liabilities, and the 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 sub-
sequent periods, where necessary.
Impairment
Deutsche Börse Group tests goodwill as well as intangible assets with indefinite useful lives for impairment
and intangible assets not yet available for use 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 with a time horizon of normally three to five years. These
plans in turn contain projections of the future financial performance of the assets and cash-generating
units. If their actual financial performance fails to meet these expectations, 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 cal-
culates the actuarial present value of the accumulated benefit obligation. Calculating the present value
requires certain actuarial assumptions (e.g. 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 assumptions, 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.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Basis of preparation
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
The companies of Deutsche Börse Group 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 pro-
vision will be recognised based on an estimate of the most probable amount necessary to settle the obli-
gation 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
Share-based payment
note 37.
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
The probability of utilisation applied when recognising provisions for expected losses from rental agree-
ments is estimated (see ☑ note 24). When recognising personnel-related restructuring provisions, certain
assumptions were made, for example with regard to the fluctuation rate, the discount rate and salary
trends. If the actual values were to deviate from these assumptions, adjustments may be necessary.
211
212
Deutsche Börse Group financial report 2017
Consolidated income statement disclosures
4. Net revenue
Composition of net revenue¹)
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 cur-
rency of the foreign operation and translated at the closing rate.
Closing price as
0.8561
0.8223
2016
CHF
1.1155
1.0904
1.1680
1.0732
USD (US$)
1.1360
1.1029
1.1969
1.0522
CZK
26.2997
27.0426
25.5683
27.0198
SGD
1.5605
1.5247
1.5990
1.5222
GBP (£)
0.8750
0.8860
0
0
115.4
4.2
2.6
Cost of agency agreements
Miscellaneous
Total
0.5
3.4
18.3
30.3
493.3
600.7
Costs for IT service 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 con-
tain costs of strategic and legal consulting services as well as of audit activities.
216
Deutsche Börse Group financial report 2017
Composition of fees paid to the auditor
Statutory audit services
Other assurance or valuation services
Tax advisory services
Other services
Total
4.1
1) Thereof €0.3 million for 2016
4.3
Cost of exchange rate differences
102.2
Premises expenses
75.6
70.3
Non-recoverable input tax
47.1
52.2
Travel, entertainment and corporate hospitality expenses
23.4
26.5
Advertising and marketing costs
19.8
15.8
Non-wage labour costs and voluntary social benefits
16.3
14.5
Insurance premiums, contributions and fees
13.0
13.9
Supervisory Board remuneration
2) Thereof €0.2 million for 2016
2017
2016
26.1
38.4
Financial assets or liabilities measured at fair value through profit or loss
4.5
8.6
Available-for-sale financial assets
44.5
82.1
Loans and receivables
75.1
129.1
Interest income from positive interest rate environment
€m
€m
2016
2017
Composition of net interest income from banking business
Deutsche Börse Group financial report 2017
214
Interest expenses from positive interest rate environment
-36.1
-21.4
Financial liabilities
Total
Germany
Total
Germany
€m
€m
€m
€m
4.0"
108.3
2.3
2.0
0.72)
0.6
1.8
1.8
0.9
0.2
0.9
0.3
3.0
IT costs
264.9
162.5
0
Financial assets or liabilities measured at fair value through profit or loss
7.6
6.5
Interest expenses from negative interest rate environment
Financial liabilities
-185.2
-161.6
-182.9
-160.2
Financial assets or liabilities measured at fair value through profit or loss
Total
-2.3
-1.4
132.6
84.0
Composition of other operating income
Income from exchange rate differences
Income from agency agreements
Rental income from subleases
Miscellaneous
0
Available-for-sale financial assets
185.4
0.2
Infrastructure Services
-19.7
Financial assets or liabilities measured at fair value through profit or loss
-31.5
-4.6
-1.7
Interest income from negative interest rate environment
224.8
191.9
Total
Loans and receivables
The item “other services" comprises fees paid for trainings and quality-assurance services.
Fees for "tax advisory services" include support services rendered in connection with completing tax
returns as well as value-added tax advice on individual matters.
"Other assurance and valuation services" comprise fees paid in connection with M&A activities and with
ISAE 3402 and ISAE 3000 reports.
Fees paid for "statutory audit services" rendered by KPMG AG Wirtschaftsprüfungsgesellschaft mainly
comprise the audit of the consolidated financial statements of Deutsche Börse AG according to IFRS, of
the annual financial statements of Deutsche Börse AG according to the Handelsgesetzbuch (HGB, Ger-
man Commercial Code) and of the annual financial statements of various subsidiaries according to the
respective local GAAP and IFRS. This item also includes statutory additions to the audit scope as well as
key points of audit agreed with the Supervisory Board. Services rendered during the reporting year also
included reviews of the interim financial statements.
4.1
5.9
3.1
5.7
0
217.2
2,388.7
(restated)
2016
Total
2017
2016
€m
€m
528.0
486.2
110.3
99.5
638.3
585.7
Staff costs include costs of €26.4 million (2016: €12.7 million) recognised in connection with efficiency
programmes as well as costs of €3.1 million (2016: nil) for Nodal Exchange Holdings, LLC, Tysons
Corner, Virginia, USA (Nodal Exchange) (which has been consolidated since 3 May 2017). The remain-
ing increase is due to a rise in the number of employees (see also ☑ note 43), changes made to the
remuneration of the Executive Board and higher pay-out of bonuses in financial year 2016.
6. Other operating expenses
Composition of other operating expenses
2017
2016
€m
€m
Costs for IT service providers and other consulting services
Social security contributions, retirement and other benefits
Wages and salaries
Composition of staff costs
5. Staff costs
€m
€m
2.6
6.4
1.7
0.6
1.2
1.3
0.8
2017
0.8
23.5
31.4
32.6
For details of rental income from subleases see ☑ note 38.
Miscellaneous other operating income includes income from cooperation agreements and from training
as well as valuation adjustments.
Volume-related costs comprise partial or advance services that Deutsche Börse Group purchases from
third parties, and which it markets as part of its own value chain. They indirectly depend on the devel-
opment of volume trends and sales revenue.
Executive and Supervisory Boards | Management report | Financial statements | Notes
215
Consolidated income statement disclosures
25.1
2,462.3
Income from impaired receivables
-340.2
66.5
-0.4
-0.5
0.5
5.1
218.8
212.2
-21.1
-19.4
2.9
0.5
37.9
36.7
-3.5
-5.2
0
0
189.7
208.5
64.2
-1.1
0
0
-14.7
-15.9
5.8
5.6
1,035.3
1,002.1
-65.8
-73.2
26.9
29.5
62.1
69.2
-2.3
-5.0
23.4
23.9
21.8
18.0
0
0
-1.2
0
0
0
0
-48.3
-43.2
84.0
132.6
2,605.6
2,681.7
Group
Consolidation of internal net revenue
Total
0
0
424.7
435.0
0
0
-285.2
113.5
2,638.5
2,557.3
1) Deutsche Börse Group made adjustments to the allocation of revenue items to its different segments. See also note 35.
84.0
440.8
391.0
-37.4
-41.9
0.1
0
(restated) 2016
€m
2017
€m
€m
110.6
(restated) 2016
(restated) 2016
€m
€m
2017
Net revenue
Volume-related costs
Other operating income
Consolidated income statement disclosures
213
Executive and Supervisory Boards | Management report | Financial statements | Notes
2017
€m
104.1
132.6
0
1.2
0.1
115.0
127.7
-13.7
-13.9
1.5
0.3
162.2
153.6
-28.1
-25.7
6.3
1.0
797.4
886.9
-209.7
-256.2
3.2
0
-0.5
115.5
114.2
31.4
32.6
0
0
0
61.4
56.8
-13.1
-13.6
7.4
2,388.7
-346.6
-397.0
45.0
391.4
396.8
-42.3
-39.6
9.0
1.4
2,462.3
73.0
45.7
-40.0
-28.8
-28.0
6.6
6.7
15.5
15.4
-7.5
-8.5
0.6
176.5
0.7
0
-0.5
0.2
0.4
31.8
-3.1
81.6
35.1
-6.6
15.4
164.6
13.2
7.2
0
0
124.3
137.6
-4.3
0
0.1
115.2
121.6
-12.7
-7.5
-152.9
-44.3
3.2
0
0.1
484.9
546.1
-152.7
-51.5
at 31 Dec 2017
Transfer historical cost as
Total
€m
Other
intangible
assets
€m
€m
€m
construction in
account and
Payments on
€m
277.9
€m
progress¹)
965.9
211.5
90.0
0
49.7
Goodwill
17.5
Amortisation
1.6
10.7
599.7
0.8
as at 1 Jan 2016
impairment losses
Amortisation and
5,114.3
1,009.6
1,359.0
27.8
2,770.9
software
-0.2
Purchased
software
0.8
Exchange rate differences
0
0
-145.5
0
-1.8
144.7
Reclassifications
-2.9
0
2,182.5
95.8
-0.9
0
0.8
-6.7
-7.5
-15.4
Intangible assets (part 2)
Consolidated balance sheet disclosures
223
Executive and Supervisory Boards | Management report | Financial statements | Notes
4) This relates exclusively to disposals made within the scope of the sale of shares held in U.S. Exchange Holdings, Inc., as well as an asset deal regarding the
disposal of the business operations of Market News International, Inc. and its two subsidiaries; see also note 2 in the 2016 corporate report.
5) This relates primarily to additions within the scope of initial consolidation of Nodal Exchange group, see note 2.
3) This relates to disposals made within the scope of the sale of shares held in Infobolsa S.A; see also note 2 in the 2016 corporate report.
1) Additions to payments on account and construction in progress in the year under review relate exclusively to internally developed software.
2) This relates primarily to additions within the scope of the initial consolidation of Power Exchange Central Europe a.s., Gaspoint Nordic A/S and PEGAS CEGH Gas
Exchange Services GmbH; see also note 2 in the 2016 corporate report.
5,114.3
1,009.6
90.0
2,770.9
965.9
277.9
31 Dec 2017
Historical cost as at
Internally
developed
Impairment losses
225.1
3.6
0
0
72.3
17.5
Amortisation
907.9
26.8
71.6
0
608.5
31 Dec 2016
impairment losses as at
Amortisation and
-35.6
2.7
-34.4
116.6
0
Reclassifications
0
-2.6
0
-0.8
0
Impairment losses
0
Disposals
1.3
0
1.3
0
0
-1.8
0
0
0
-5.0
"assets held for sale❞4)
Reclassification into
-13.5
-0.1
-10.7
-38.3
-2.5
the basis of consolidation³)
Disposals from change in
4.2
0.3
0.3
0
-0.2
-1,281.0
Disposals
0
0
0
0
-1,324.3
-1.2
0
0
0
ooo
-1.1
-0.1
Exchange rate differences
-1.4
1.4
Reclassifications
-1.2
0
-2.0
software
€m
106.1
developed
Purchased
Internally
Payments on
Intangible assets (part 1)
11. Intangible assets
account and
construction in
Consolidated balance sheet disclosures
222
The losses can be carried forward indefinitely in Germany subject to the minimum taxation rules. Effec-
tive from 1 April 2017, legislative amendments in the UK introduced an additional limitation on the
amount of tax loss carryforwards that can be offset against future profits. However, tax losses can still be
carried forward indefinitely. In the US, losses may be carried forward for a maximum period of 20 years,
provided they were incurred before 1 January 2018. In accordance with the latest tax reform in the US,
adopted at the end of December 2017, losses incurred after 1 January 2018 may be carried forward
indefinitely, taking into account minimum taxation rules. In all other countries, losses can be carried
forward indefinitely.
At the end of the reporting period, accumulated unused tax losses amounted to €33.7 million (2016:
€21.3 million), for which no deferred tax assets were recognised. The unused tax losses are attributable
to domestic losses totalling €0.9 million and to foreign tax losses totalling €32.8 million (2016: domes-
tic tax losses €2.6 million, foreign tax losses €18.7 million).
As at 31 December 2017, the reported tax rate was 30.4 per cent (2016: 27.5 per cent). The impact
on the tax rate resulted primarily from tax payments made for previous years, given that the tax deducti-
bility of penalty payments will probably be refused. Furthermore, a US-based subsidiary generated
income from the disposal of equity investments, subject to a tax rate of 40 per cent. Moreover, an intra-
Group restructuring process also had a considerable impact on the reported tax rate.
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 27 per cent assumed for 2017 (2016: 27 per cent).
284.5
Deutsche Börse Group financial report 2017
391.4
software
Goodwill
6,815.0
2,715.3
152.0
2,909.5
792.9
245.3
€m
1 Jan 2016
€m
Total
Other
intangible
assets
€m
€m
€m
progress¹)
Historical cost as at
Income tax expense
0.4
36.2
13.6
13.7
Tax increases due to other non-tax-deductible expenses
-4.0
-0.5
Change in valuation allowance for deferred tax assets
Effects of different tax rates
-0.7
-0.7
1.6
Tax losses utilised and loss carryforwards not recognised for tax purposes
Recognition of deferred taxes in respect of unrecognised tax loss carryforwards
279.1
348.0
0
0
17.2
12.9
Effects from changes in tax rates
Income taxes for previous years
284.1
355.2
Income tax expense arising from current year
-0.3
6.8
Other
0
-21.2
Effects from intra-Group restructuring
-15.9
-7.7
Tax decreases due to dividends and income from the disposal of equity investments
0.1
-2.7
Acquisitions from business
combinations²)
0
0
260.6
31 Dec 2016
Historical cost as at
-69.6
-46.9
-0.2
782.4
-21.1
-0.1
Exchange rate differences
0
0.1
-38.2
0
-1.3
2,721.1
184.3
931.5
1.2
50.1
0
37.1
17.7
Additions
146.6
84.4
2.2
56.5
3.5
0
business combinations5)
Acquisitions through
4,879.9
31.9
Disposals
6.2
-5.4
"assets held for sale”4)
Reclassification into
-19.6
-0.2
0
-16.7
-5.5
-2.5
the basis of consolidation³)
Disposals from change in
7.6
4.3
0
3.3
-0.2
-46.7
-153.8
-5.8
0
-1.7
-0.1
-3.6
0
Disposals
104.9
0.1
78.2
0
11.7
14.9
Additions
-1,953.0
-1,741.2
Reclassifications
0
TARGET2-Securities
0
189.2
292.5
47.3
0
0
987.4
0
0
0
0
1,063.8
0
Nodal Exchange group
International Securities Exchange
Clearstream
Goodwill
€m
360T
€m
Eurex Core
€m
Clearstream Core
€m
Asset
Allocation of goodwill and other intangible assets with indefinite useful lives to CGUS
(Group of) cash generating unit(s)
Deutsche Börse Group financial report 2017
226
360T group
An impairment test is carried out, at least annually, concerning goodwill and certain other intangible
assets with an indefinite useful life. Since these assets do not generate any cash inflows that are largely
independent of those from other assets, the recoverable amount is determined for the cash-generating
unit (CGU), or group of CGUs, that the respective asset is allocated to. The following table outlines the
allocation of assets to the respective CGU:
0
0
0
0
Impendium
0
0
0
0
Clearstream Global Securities Services
0
0
0
0
0
0
0
0
0
STOXX
0
0
0
0
European Energy Exchange
0
Powernext/EPEX SPOT group
911.2
4.3
425.7
859.9
4.5
400.9
453.8
0.7
€m
€m
€m
Total
assets
intangible
Balance as at 1 Jan 2017
customer
relationships
€m
licences
Trade
Exchange
Miscellaneous
Member and
Changes in other intangible assets by category
Other intangible assets are divided into the following categories:
911.2
115.7
432.3
names
€m
Acquisitions through
business combinations
24.5
458.2
23.0
-7.5
0
-4.9
-0.4
-2.2
Balance as at 31 Dec 2017
Exchange rate differences
-26.8
-1.0
-25.7
-0.1
0
1.2
0.8
0.4
0
0
Amortisation
Additions
84.4
0
55.0
4.9
0
57.8
Market News International
0
0
360T group
0
0
0
0
STOXX
Trade names
0
0
0
0
0
0
0
0
0
Powernext/EPEX SPOT group
0
0
0
0
Börse Frankfurt Zertifikate
0
APX Holding group
0
19.9
Powernext/EPEX SPOT group
The recoverable amounts of the CGUS with allocated goodwill are based either on their values in use or
on their fair value less costs of disposal, depending on the respective unit. The other value is calculated
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. Since there is no active market for the CGUs, the discounted cash flow
method is used to calculate both value in use and fair value less costs of disposal. The inputs used are
level 3 inputs in all cases.
0
0
0
PEGAS CEGH Gas Exchange Services
0
0
0
0
Power Exchange Central Europe
4.5
0
0
0
Nodal Exchange group
0
0
0
0
European Energy Exchange
0
0
0
0
0
0
0
22.3
0
Power Exchange Central Europe
0
0
0
0
Need to Know News
0
0
0
0
0
Clearstream Fund Services
0
0
0
Börse Frankfurt Zertifikate
0
0
0
0
APX Holding group
0
0
0
0
0
PEGAS CEGH Gas Exchange Services
0
0
0
European Energy Exchange
Nodal Exchange group
Exchange licences
0
0
0
0
Gaspoint Nordic
0
0
0
0
Indexium
0
0
0
0
Kingsbury
0
0
0
0
0
0
75.5
0
n.a.
6.1
89.0
79.7
TARGET2-Securities
Clearstream
5.0-7.0
5.0-6.0
3.4-3.9
9.9
8.2
Eurex Clearing Prisma Release 2.0
1CAS Custody & Portal
2.8-5.8
12.4
360T trading platform
6.4
5.4
14.3
13.0
C7 Release 3.0
4.0-5.0
2.3-3.5
23.2
18.4
14.5
Eurex Clearing Prisma Release 1.0
39.4
n.a.
n.a.
n.a.
3.2
13.7
T7 trading platform for the cash market
Xetra
Regulatory Reporting Hub
Market Data + Services
n.a.
6.1
10.1
24.7
8.8
n.a.
6.1
11.6
10.6
One CLS Settlement & Reporting (1 CSR)
4.9
3.9
17.8
14.6
MALMO
n.a.
Single Network
2.9-5.9
1.9-4.9
26.8
181.6
2,721.1
173.9
35.5
31 Dec 2016
Carrying amount as at
1,023.3
98.4
3.2
0
680.4
859.9
241.3
impairment losses as at
Amortisation and
0.1
0
0
0
-0.4
0.5
Exchange rate differences
0
0
31 Dec 2017
3,972.0
Carrying amount as at
31 Dec 2017
23.1
T7 trading platform for derivatives
years
31 Dec 2016
31 Dec 2017
years
€m
€m
31 Dec 2016
31 Dec 2017
୮
୮
Remaining amortisation
period as at
Carrying amount as at
Eurex
Carrying amounts of material software and construction in progress as well as remaining amortisation
periods of software applications
Additions to and reclassifications of software largely concern the development of a pan-European securi-
ties settlement platform (TARGET2-Securities) within the Clearstream and Xetra segments as well as the
development of the 1CAS Custody & Portal securities settlement platform within the Clearstream
segment.
Software, payments on account and construction in progress
Deutsche Börse Group financial report 2017
224
4,091.0
911.2
86.8
2,770.9
285.5
36.6
8.5
229.9
10.0
n.a.
84.4
0
0
0
84.4
0
0
combinations
Acquisitions through business
859.9
122.0
Additions
435.4
0
240.0
0
0
Balance as at 1 Jan 2017
Other intangible assets
2,770.9
73.3
32.6
33.3
51.5
62.5
529.0
0
0
0
Balance as at 31 Dec 2017
-7.5
0
0
0
-7.5
0
0
0
Exchange rate differences
0
-26.8
-3.1
-4.7
-1.4
-10.1
0
0
Amortisation
1.2
1.2
0
0
-7.5
987.4
1.063,8
Balance as at 31 Dec 2017
Total
neous
€m
STOXX
€m
€m
€m
€m
€m
€m
EEX
Nodal
360T
€m
ISE
Miscella-
Changes in goodwill and other intangible assets classified by business combinations
Goodwill and other intangible assets from business combinations
Consolidated balance sheet disclosures
225
Executive and Supervisory Boards | Management report | Financial statements | Notes
In addition to event-driven impairment tests on all intangible assets, intangible assets not yet available
for use are tested for impairment at least annually. Impairment losses of €1.3 million (2016: €3.9 mil-
lion) needed to be recognised in 2017. It is disclosed in the “depreciation, amortisation and impairment
losses" item and relates to the Clearstream and Eurex segments. The recoverable amount was deter-
mined based on fair value less costs of disposal, using a discounted cash flow model (level 3 inputs).
n.a.
6.5
3.7
5.8
Clearstream
Goodwill
Balance as at 1 Jan 2017
1.063,8
-6.7
-1.7
0
0
-5.0
0
0
0
Exchange rate differences
56.5
0
0
0
56.5
0
0
0
combinations
Acquisitions through business
2,721.1
75.0
32.6
33.3
529.0
987.4
4.1
Nodal
Expected income taxes derived from earnings before tax
0.4
n.a.
0.1
n.a.
-0.2
-1.1
-1.1
0.2
0
-6.0
0
0.3
0.7
-1.3
-2.5
-0.4
0
€m
€m
2016
2017
1) Until 11 April 2017: Global Markets Exchange Group International, LLP
2) Including impairment losses
Net income from equity investments
Net income from other equity investments
4.6
Other
1.8
-0.1
2.0
Income from valuation of derivatives classified as "held for trading"
0.5
3.1
Interest income on tax refunds
€m
€m
2016
2017
Composition of financial income
9. Financial result
Consolidated income statement disclosures
219
Executive and Supervisory Boards | Management report | Financial statements | Notes
During the year under review, the company received dividends of €2.8 million (2016: €1.7 million)
from investments in associates, and €6.0 million (2016: €5.1 million) from other investments.
Net income from other investments includes in particular €117.0 million due to the disposal of the
remaining stake in BATS Global Markets, Inc. in the first quarter of 2017 and €73.6 million due to
the disposal of another equity investment in the fourth quarter of 2017.
Net income from associates includes an impairment loss amounting to €1.1 million attributable to the
investment in R5FX Ltd (2016: €6.7 million attributable to the investments in LDX International Group
LLP and R5FX Ltd). The negative development of the investment was due in particular to unsatisfactory
economic development in the 2017 financial year and the correspondingly deteriorating economic out-
look expected by the Group company. The recoverable amount was determined on the basis of fair value
less costs of disposal. It was calculated using a discounted cash flow model (level 3 inputs). The impair-
ment loss was recognised in the result from associates and is allocated to the Eurex segment.
36.9
197.8
43.5
196.2
-6.6
1.6
0
Tradegate AG Wertpapierhandelsbank
Switex GmbH
RegTek Solutions Inc.
46.3
75.8
58.8
1.0
2.6
1.6
3.1
GSF
2.1
2.7
2.8
3.3
Investment funds
8.1
2.2
15.7
3.9
Connectivity
15.1
18.6
21.7
20.8
Custody
46.8
Market Data + Services¹)
Research expense
Total
R5FX Ltd
LuxCSD S.A.
LDX International Group LLP¹)
Deutsche Börse Commodities GmbH
China Europe International Exchange AG
Brain Trade Gesellschaft für Börsensysteme mbH
Equity method-accounted result of associates and joint ventures
Composition of net income from equity investments
8. Net income from equity investments
Deutsche Börse Group financial report 2017
218
0.1
88.4
1) Deutsche Börse Group made adjustments to the allocation of revenue items to its different segments. See also note 35.
171.0
154.4
0
0
0.9
1.8
4.7
10.5
13.2
23.1
87.2
20.5
Other interest income on receivables classified as "loans and receivables"
0.4
income
tax expense/(income)
differences
Changes in deferred
tax assets/liabilities
recognised in other
comprehensive
Deferred
Exchange
rate
Deferred tax
liabilities
Deferred
tax assets
Composition of deferred taxes
The following table shows the carrying amounts of deferred tax assets and liabilities as well as the related
tax expense or tax income recognised in profit or loss and changes recognised in other comprehensive
income.
Tax rates of 12.5 to 46.0 per cent (2016: 12.5 to 40.0 per cent) were applied to the companies in the
remaining countries; see ☑ note 2.
A tax rate of 27.1 per cent (2016: 29.2 per cent) was used for the Luxembourg companies, reflecting
trade income tax at a rate of 6.7 per cent (2016: 6.7 per cent) and corporation tax at 20.4 per cent
(2016: 22.5 per cent).
Tax rates of 27.4 to 31.9 per cent (2016: 27.4 to 31.9 per cent) were used in the reporting period to
calculate taxes for the German companies. These reflect trade income tax at multipliers of 330 to
460 per cent (2016: 330 to 460 per cent) on the trade tax base amount of 3.5 per cent (2016: 3.5 per
cent), corporation tax of 15 per cent (2016: 15 per cent) and the 5.5 per cent solidarity surcharge
(2016: 5.5 per cent) on corporation tax.
During the year under review, current income taxes decreased by €0.1 million (2016: €1.1 million) due
to the use of tax loss carryforwards for which no deferred tax assets had been recognised.
Deutsche Börse Group financial report 2017
220
Total "current income taxes" in the amount of €412.0 million include tax expenses of €376.2 million for
the current year and of €35.8 million for previous years (2016: €293.2 million for the current year;
€0.4 million for previous years). These include domestic tax expenses of €213.8 million and foreign tax
expenses of €198.2 million (2016: domestic tax expenses €151.9 million, foreign tax expenses
€141.7 million). Total “deferred tax income" in the amount of €-20.6 million includes domestic tax
income of €-51.4 million and foreign tax expenses of €30.8 million (2016: domestic tax expenses
€10.4 million, foreign tax income €-19.5 million).
284.5
391.4
-9.1
-20.6
0.4
35.8
2017
€m
293.2
2016
€m
2016
€m
5.8
6.8
Other provisions
-3.0
8.4¹)
-1.1
-8.6
0
0
-0.3
60.9
61.4
benefits
and other employee
Provisions for pensions
€m
€m
2016
2017
2016
€m
€m
2017
2017
€m
2017
€m
376.2
2016
€m
2017
€m
Other interest expense")
Interest expense on taxes
56.3
47.5
Interest expense on non-current loans¹)
€m
€m
2016
2017
Composition of financial expense
4.6
6.6
0.1
0
Interest income on non-current loans classified as "loans and receivables"
Total
2.6
0.2
Other interest income and similar income
0.3
Income from available-for-sale securities
0.6
0.4
Interest income on bank balances classified as "loans and receivables"
21.2
11.9
5.3
0.3
Deferred tax income
Total
for previous years
for the current year
Current income taxes:
Composition of income tax expense (main components)
10. Income tax expense
1) Measured at amortised cost
79.2
86.3
Total
0.6
0.5
0.1
2.7
Expenses from the unwinding of the discount on pension provisions
Interest expense on current liabilities¹)
2.8
2.8
Interest-equivalent expenses for derivatives held as hedging instruments¹)
2.8
3.1
Transaction costs of non-current liabilities"
1.6
3.6
Interest expense from negative interest")
2.9
20.2
Total income from equity method measurement²)
27.7
3.5
0
0
0
2.6
-2.5
0.8¹)
0.7
Other liabilities
0.9
1.7
0
0
0
0.8
0
0
0
Tax loss carryforwards
1.2
1.3
0
0
0.1
0
Other non-current assets
-42.71)
07
-189.72)
-197.8
0.4
-17.1
-4.7
0
-192.4
-7.4
0
0
8.5
-2.7
0
1.8
Investment securities
0
0
-15.8
-20.8
2.6
35.1
-42.2
24.0
0.1
30.0
34.0
20.4
0
0
0
0
0
-235.7
3.0
-20.6
-9.1
-38.5
-248.1
1) Disclosed separately in the consolidated statement of changes in equity under "revaluation surplus"
2) Thereof, €-9.0 million due to the initial consolidation of Nodal Exchange Holdings, LLC, Tysons Corner, Virgina, USA, (Nodal Exchange) and €0.4 million from
related foreign currency translation effects recognised in other comprehensive income
Executive and Supervisory Boards | Management report | Financial statements | Notes
221
Consolidated income statement disclosures
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.
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates or
on gains from the disposal of subsidiaries and associates in the reporting period (2016: nil).
Reconciliation from expected to reported tax expense
2017
2016
€m
€m
22.2
-226.8
62.5
101.1
Total
56.2
Exchange rate
differences
3.9
0
0
-1.1
0
0
0
-5.0
9.7
Gross amounts
82.9
-249.0
-256.1
3.0
-20.6
-9.1
-38.5
-148.4
-248.1
Deferred taxes set off
-22.2
-20.4
123.3
8.6
0
0
9.9
13.0
2.5
4.9
8.8
9.7
8.3
6.6
16.3
10.0
7.1
6.8
13.4
19.2
2.1
0
7.2
0
3.6
4.2
6.5
5.6
Other Eurex software
4.0
57.5
62.1
26.5
Non-current assets
Collateral management and settlement
Clearstream
7.9
3.9
19.0
13.2
4.0
1.3
9.9
6.3
360T
Other Xetra software
0
1.9
1.8
CCP releases
3.9
2.6
7.2
5.1
T7 trading platform for the cash market
Xetra
29.0
0
EurexOTC Clear
5.4
Eurex Clearing Prisma
Interest-bearing
liabilities
0
0
Intangible assets
40.4
-1.4
-1.8
0
-0.4
0
18.0
0
-33.7
-34.6
0
-41.3
1.3
0
-5.0
Intangible assets
from purchase
EEX software¹)
price allocation
0
0
10.9
1.9
Eurex
€m
€m
€m
(restated)
2016
2017
2016
2017
€m
(restated)
of which capitalised
software development
T7 trading platform for derivatives
-0.3
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:
7. Research and development costs
Consolidated income statement disclosures
217
Executive and Supervisory Boards | Management report | Financial statements | Notes
-0.7
0
0
Total expense for
2.0
2.9
0.4
Fund Services
fair value less costs of disposal
5.7
6.5
12.34)
2.0
7.74)
6.3
0.7
6.5
1.0
fair value less costs of disposal
MD+S segment
4.3
1.3
9.04)
6.5
0.7
10.3
fair value less costs of disposal
1.6
EEX
0.2
Börse Frankfurt
Computer
fair value less costs of disposal
Fixtures and
2.5
fittings
€m
Property, plant and equipment
12. Property, plant and equipment
Deutsche Börse Group financial report 2017
230
Even in case of a reasonably possible change of the parameters, none of the above-mentioned CGUs, or
groups of CGUs, would be impaired.
4) After tax
3) Before tax
2) Without depreciation, amortisation and impairment losses
1) CAGR compound annual growth rate
5.5
6.8
2.0
8.94)
6.5
0.2
fair value less costs of disposal
2.2
3.0
2.0
11.54)
6.5
0.2
Zertifikate
STOXX
8.34)
2.0
0.7
growth
Discount
Market risk
premium
rate
Recoverable amount
generating unit(s)
interest
(Group of) cash-
Perpetuity
Risk-free
CAGR¹)
Key assumptions used for impairment tests in 2016
Consolidated balance sheet disclosures
229
Executive and Supervisory Boards | Management report | Financial statements | Notes
4) After tax
3) Before tax
2) Without depreciation, amortisation and impairment losses
1) CAGR compound annual growth rate
6.4
7.5
9.84)
6.5
hardware,
operating and
office
equipment
0.9
Net
Operating
rate
rate
fair value less costs of disposal
360T
6.6
7.2
1.0
8.54)
6.5
0.7
fair value less costs of disposal
Eurex Core
3.2
3.5
6.5
1.0
6.5
0.7
value in use
Clearstream Core
%
%
%
%
%
%
costs²)
revenue
10.43)
Payments on
0
progress
36.0
0
29.4
6.6
Depreciation
331.6
0
281.3
50.3
Depreciation and impairment losses as at 1 Jan 2016
477.2
2.2
390.7
84.3
Historical costs as at 31 Dec 2017
0.2
0.1
0.5
-0.4
Exchange rate differences
0
-0.1
0.1
0
Reclassifications
Impairment losses
0.4
0
0
fair value less costs of disposal
0
-0.5
-0.5
Exchange rate differences
-0.1
0
0
-0.1
Reclassifications
-10.0
0
-5.8
-5.4
Disposals
-29.0
0
-20.6
-8.4
Reclassification into "assets held for sale"¹)
-1.8
0
-1.8
0
Disposals from change in the basis of consolidation
0.4
-4.6
account and
construction in
-1.1
-1.3
Disposals
49.7
4.2
40.9
4.6
Additions
-36.7
0
-25.2
-11.5
Reclassification into "assets held for sale"¹)
-2.0
0
-2.0
0
Disposals from change in the basis of consolidation
441.3
0.7
350.0
90.6
Historical costs as at 1 Jan 2016
€m
€m
€m
Total
Reclassifications
Exchange rate differences
-5.0
-5.6
Disposals
43.1
1.1
35.6
6.4
Additions
0.1
0
0.1
0
Acquisitions through business combinations
439.6
-3.4
2.2
79.6
Historical costs as at 31 Dec 2016
-1.5
0
-0.7
-0.8
0.1
-2.0
0.4
1.7
-11.3
-0.7
357.8
1.6
7.9
2.0
0
0
0
0.3
22.3
0
0
0
0
0
0.1
0
0
0
0
0.1
0.2
0
0
0
0.2
0
0.5
0
0
0
0
0.3
0
0
0
0
420.0
420.0
0
0
0
0
0.1
0
0
0
0
0.1
0.1
0
0
0
0
0.1
0.2
0
0.2
0
0
0.5
0
1.5
0
0
0
0
6.6
7.9
0
0
0
-1.0
0
9.0
0
9.0
0
15.6
0
0
15.6
0
0
18.4
0
0
0
6.6
0
0
0
0
0
0
0
1.5
1.7
0
0
0
0
1.7
3.2
0
0
0
3.2
0
4.0
0
0
4.0
0
0
4.6
0
4.6
0
1.4
0
7.2
EEX
8.7
15.5
2.0
8.8
6.5
2.6
fair value less costs of disposal
Nodal
11.9
16.4
2.5
8.24)
6.5
0.9
fair value less costs of disposal
360T
2.9
7.1
1.0
8.64)
6.5
0.9
fair value less costs of disposal
Eurex Core
fair value less costs of disposal
2.7
0.9
9.14)
12.24)
6.5
1.0
fair value less costs of disposal
Zertifikate
STOXX
Börse Frankfurt
1.4
1.4
2.0
13.14)
6.5
0.9
fair value less costs of disposal
Fund Services
4.1
6.1
2.0
8.54)
6.5
1.0
fair value less costs of disposal
MD+S segment
4.7
1.7
1.5
6.5
8.6
1.0
11.63)
0
0.1
0.3
0
0
0
0
0.3
4.5
0
0
0
0
0
5.8
0
0
0
0
5.8
7.2
0
0
0
0
0
0.1
Key assumptions used to determine the recoverable amount depend upon the respective CGU, or group
of CGUS. Individual costs of capital are determined for each CGU, or group of CGUs, for the purpose of
discounting projected cash flows. These capital costs are based on data incorporating beta factors, bor-
rowing costs, as well as the capital structure of the respective peer group. Pricing, trading volumes, as-
sets under custody, market share assumptions or general business development assumptions are based
on past experience or market research. Other key assumptions are mainly based on external factors and
generally correspond to internal management planning. Significant macroeconomic indicators
228
6.5
0.9
value in use
Clearstream Core
%
%
%
costs²)
revenue
Operating
Net
Perpetuity
growth rate
19.9
rate
%
%
Discount
Market risk
premium
Risk-free
interest rate
Recoverable amount
generating unit(s)
(Group of) cash-
CAGR¹)
Key assumptions used for impairment tests in 2017
The following tables indicate material assumptions used for impairment tests for the years 2017 and
2016:
include equity index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP
growth, unemployment levels and government debt. When calculating value in use, the projections are
adjusted for the effects of future restructurings and cash outflows to enhance the asset's performance
investments, if appropriate.
Deutsche Börse Group financial report 2017
%
Depreciation and impairment losses as at 31 Dec 2016
-1.0
282.4
-16.6
-32.0
65.8
5.3
-9.1
-32.0
65.7 28,30
4.5
16
-1.5
0
0.1
0.1
-6.0
0
0
0
€m
31 Dec 2016
31 Dec 2017
€m
Liabilities
0 30
0.7
16
0
Fair value hedges
0
No financial instruments designated as fair value hedges were outstanding as at 31 December 2017 or as
at 31 December 2016.
In 2017, European Energy Exchange AG entered into a cash flow hedge amounting to US$205.0 million
to eliminate the foreign-exchange risk associated with the purchase price to be paid in order to acquire
shares in Nodal Exchange Holdings, LLC (Nodal Exchange). The forward transaction was designated to
hedge fluctuating exchange rates after having successfully negotiated the main terms of the share pur-
chase agreement. The forward transaction was settled on 2 May 2017 with an amount of €-5.5 million;
the acquisition of Nodal Exchange was closed the following day upon receipt of payment by the sellers.
0.7
Cash flow hedges as at 31 December
Closed-out
0
4.1
Amount recognised in profit or loss during the year
6.0
0
-6.0
-3.4
Amount recognised in other comprehensive income during the year
Cash flow hedges as at 1 January
0
0
€m
€m
2016
2017
Changes in cash flow hedges
In 2017, Clearstream Banking S.A. also entered into a cash flow hedge to reduce the impact of fluctua-
tions of the euro/US dollar exchange rate on its US dollar-based net interest income (NII) for the 2018
financial year. The US dollar-related NII is derived from US dollar placements from customer cash bal-
ances less the corresponding compensation for customers. Twelve forward foreign-exchange contracts
for the ends of the twelve months of 2018 were concluded on 16 November 2017. The hedge is con-
sidered 100 per cent effective as the hedging foreign-exchange transactions can be set directly against
the US dollar-based NII. At the end of each month, the change in the fair value of the forward foreign-
exchange contracts will be recognised in equity and the realised profit or loss impact of the maturing
foreign-exchange contract will be classified as interest income. As of 31 December 2017, the fair value
of the hedging instruments amounted to €0.7 million and was recognised in "current receivables and
securities from banking business".
Deutsche Börse Group financial report 2017
234
233
In 2017, Clearstream Banking S.A. entered into a cash flow hedge to eliminate the foreign-exchange risk
arising from the acquisition of an interim dividend amounting to US$58.0 million by concluding a for-
eign-exchange hedging contract covering the full interim dividend with a settlement date corresponding to
the interim dividend payment date, i.e. 18 December 2017. The hedge entered into on 17 November
2017 is considered 100 per cent effective as the hedging foreign-exchange transaction can be set
directly against the US dollar-based interim dividend acquired by Clearstream Banking S.A. In a scenario
in which the US dollar's value declines against the euro, the euro amount equivalent to the interim divi-
dend will decrease. The hedge transaction was settled on 18 December 2017 with an amount of €49.1
million.
In 2016, Deutsche Börse AG entered into a cash flow hedge to (partially) eliminate the foreign-exchange
risk associated with a US dollar-based loan amounting to a nominal value of US$170.0 million granted
to a subsidiary with the functional currency US dollar. On 31 December 2016, the fair value of the for-
ward contract amounted to €-6.0 million. The forward transaction was settled on 28 March 2017. The
changes in fair value have been recognised in revaluation surplus and released through profit or loss
upon recognition of the foreign-exchange gain of the hedged instrument.
Cash flow hedges
€m
€m
31 Dec 2016
€m
31 Dec 2016
31 Dec 2017
Total
issued by supranational issuers
issued by others
issued by multilateral banks
issued by other public bodies
issued by regional or local public bodies
Securities
Composition of securities classified as debt instruments
In the reporting period, impairment losses amounting to €1.0 million (2016: €6.7 million) were recog-
nised for associates in the consolidated income statement. These impairment losses related to unlisted
equity instruments. See ☑ note 8 for further details.
For details on revaluations and market price changes recognised in other comprehensive income, see
also note 20. The "other equity investments" item includes equity instruments available for sale.
The item “other financial instruments and loans" includes securities with a fair value of €5.0 million
(2016: €5.0 million) pledged to the Industrie- und Handelskammer (IHK, Chamber of Commerce)
Frankfurt/Main. Furthermore, additional securities may be pledged to hedge an interim financing in the
amount of CHF 1.0 million used for the timely settlement of transactions. This credit line was not used
as at 31 December 2017.
The "investments in associates and joint ventures" item includes interests in associates with a carrying
amount of €38.7 million (2016: €34.3 million). As in the previous year, Deutsche Börse Group did not
hold any interests in joint ventures. In financial year 2017, there were once again no proportionate
losses for associates accounted for using the equity method that were not recognised.
Deutsche Börse Group financial report 2017
232
31.2
26.4
1,604.8
1,563.0
99.4
38.7
255.4
34.3
1) Reclassified as current "receivables and securities from banking business"
Carrying amount as at 31 Dec 2017
€m
571.8
523.9
452.3
31 Dec 2017
Note
Assets
Note
Total
short-term
long-term
Derivatives held for trading
short-term
long-term
Cash flow hedges
Derivatives (fair value)
0
Consolidated balance sheet disclosures
Deutsche Börse Group generally uses derivative financial instruments to hedge existing or highly probable
forecast transactions. The derivatives are included in the items “receivables from banking business”,
"other non-current assets”, “liabilities from banking business" and "other current liabilities".
14. Derivatives and hedges
"Securities from banking business" and "other financial instruments and loans" include financial instru-
ments listed on a stock exchange amounting to €1,563.0 million (2016: €1,604.8 million), and to
€24.5 million (2016: €24.1 million), respectively.
1,630.8
1,593.8
11.4
16.3
77.5
18.9
352.9
534.5
665.1
Executive and Supervisory Boards | Management report | Financial statements | Notes
Carrying amount as at 31 Dec 2016
Hedges of a net investment
Until 30 June 2016, US dollar private placements were designated as hedges against foreign-exchange
risk arising from the translation of the functional currency US dollar into euros in order to hedge the net
investment in the ISE subgroup until the disposal of the subgroup on 30 June 2016.
Forward foreign exchange transactions")
Interest receivables
Available-for-sale debt instruments
Overdrafts from settlement business
Margin calls
Money market lendings
Balances on nostro accounts
Reverse repurchase agreements
Loans to banks and customers
Composition of 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 ☑ note 13), the following receivables and securities from banking business,
attributable solely to the Clearstream subgroup, were classified as current assets as at 31 December 2017.
16. Current receivables and securities from banking business
1) The collateral deposited by clearing members cannot be attributed directly to the individual transactions. For information on the composition of collateral,
see note 36.
-24,385.1
-20,140.0
50,488.0
45,595.2
-74,873.1
-65,735.2
from options
Financial liabilities
24,385.1
20,140.0
-50,488.0
-45,595.2
Cash flow hedges¹)
74,873.1
Total
31 Dec 2017
All of the securities held as at 31 December 2017 and 31 December 2016 were listed and issued by
sovereign or sovereign-guaranteed issuers.
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 using counterparty
credit limits (see note 36).
13,465.5
13,036.5
0
0.7
65.4
4.5
15.3
16.7
592.2
254.5
293.8
12,792.6
12,760.1
0.4
14.8
754.7
7,320.0
5,859.9
1,128.0
1,287.2
4,050.4
4,843.5
€m
31 Dec 2016
€m
1) See note 14.
65,735.2
from options
Financial assets
The following table gives an overview of the effects of offsetting the financial instruments held by
central counterparties:
The aggregate financial instruments held by central counterparties 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. Financial liabilities of €712.1 million (2016: €430.2 million) were eliminated
because of intra-Group GC Pooling transactions.
113,766.2
5,856.6
107,909.6
1,872.4
87,508.7
24,385.1
62,914.9
20,140.0
1,293.0
84,347.9
4,837.2
79,510.7
31 Dec 2016
€m
31 Dec 2017
€m
thereof non-current
thereof current
Total
Others
Options
Repo transactions
Composition of financial instruments held by central counterparties
15. Financial instruments held by central counterparties
With regards to earn-out components, please refer to note 32.
Eurex Clearing AG and Eurex Frankfurt AG have made prepayments to some customers. The repayment
of these amounts depends on the fulfilment of certain criteria. Eurex Clearing AG and Eurex Frankfurt AG
recognise embedded derivatives separately from the host contract as they are not closely related to that
contract: they amount to €2.9 million (2016: €4.9 million), are classified as “held for trading" and are
shown under "other non-current liabilities" (2017: nil; 2016: €1.5 million) and “other current liabilities"
(2017: €2.9 million; 2016: €3.4 million).
A US dollar swap with a notional value of €0.8 million classified as "held for trading" had a fair value
of €0.0 million as of 31 December 2017.
European Energy Exchange AG has entered into forward transactions in order to hedge the foreign-
exchange risk associated with forecast net cash outflows in British pounds for 2018. These derivatives
have a notional value of £4.0 million, expire in less than twelve months and are classified as "held for
trading". As at 31 December 2017, the forward contracts had a negative fair value of €0.1 million.
fair value amounting to €65.4 million). These swaps were entered into to convert foreign currencies
resulting from the commercial paper programme into euros, and to economically hedge short-term
foreign currency receivables and liabilities in euros. These are reported under "current receivables and
securities from banking business" and "liabilities from banking business" in the balance sheet (see also
notes 16 and 28).
Consolidated balance sheet disclosures
Executive and Supervisory Boards | Management report | Financial statements | Notes
Currency swaps as at 31 December 2017 expiring in less than six months had a notional value of
€2,494.6 million (2016: €3,073.8 million) as well as a negative fair value of €29.0 million and a
positive fair value amounting to €4.5 million (2016: negative fair value of €2.4 million and positive
Derivatives held for trading
A cumulative amount of €116.3 million originally recognised in other comprehensive income was
reclassified through profit or loss upon the disposal of the net investment in the ISE subgroup.
235
236
Deutsche Börse Group financial report 2017
Gross presentation of offset financial instruments held by central counterparties"
-87,078.5
-62,202.8
15,931.9
-20,382.9
-103,010.4
-82,585.7
repo transactions
Financial liabilities from
87,508.7
62,914.9
-15,931.9
-20,382.9
In connection with the acquisition of Nodal Exchange, a shareholder loan with the principal amount
of US$50 million was designated as a hedge against foreign-exchange risk arising from the translation
of this item from the functional currency US dollar into euros to hedge the net investment in Nodal
Exchange. Effective exchange rate differences from the loan were reported in the balance sheet item
"accumulated profit", as are exchange rate differences from the translation of the functional currency of
foreign subsidiaries. There was no ineffectiveness in the net investment hedge in 2017. A cumulative
amount of €-4.0 million was recognised in other retained earnings (€–3.0 million) and within non-
controlling interests (€-1.0 million).
103,440.6
transactions
Financial assets from repo
31 Dec 2016
€m
31 Dec 2017
€m
31 Dec 2016
€m
31 Dec 2017
€m
€m
31 Dec 2016
31 Dec 2017
€m
Gross amount of offset financial
instruments
Net amount of financial
instruments
Gross amount of financial
instruments
83,297.8
43.7
-3.0
0.2
Exchange rate differences
1.0
-586.8¹)
0
-1.0
Reclassifications
-0.1
-2.2
0
0
Addition/(reversal) premium/discount
-6.1
0
-40.2
-0.4
Disposals
12.8
155.6
5.4
5.1
-8.1
0
-32.3
0
0
-0.2
0
3.4
-0.9
0
-257.3")
5.0
-5.0
Reclassifications
-0.1
-1.7
0
0
Addition/(reversal) premium/discount
-3.0
0
-197.0
-8.4
Disposals
5.0
292.9
127.9
10.4
Additions
32.6
1,597.6
165.7
58.0
Historical cost as at 31 Dec 2016
14.7
0
-0.6
34.0
35.9
Carrying amount as at 31 Dec 2017
Carrying amount as at 31 Dec 2016
363.8
0
314.3
49.5
Depreciation and impairment losses as at 31 Dec 2017
0.3
0
0.4
-0.1
Exchange rate differences
-4.6
0
-3.3
-1.3
Disposals
42.0
0
34.8
7.2
Depreciation
326.1
0
75.4
2.2
113.5
34.8
2,016.3
229.4
55.1
Additions
Reclassification into "assets held for sale"
Acquisition through business combinations
Historical cost as at 1 Jan 2016
€m
€m
€m
€m
and loans
Exchange rate differences
Other financial
instruments
Other equity
investments
joint ventures
Investments in
associates and
Financial assets
13. Financial investments
Consolidated balance sheet disclosures
231
Executive and Supervisory Boards | Management report | Financial statements | Notes
1) This relates exclusively to the disposals in connection with the disposal of the interest in the International Securities Exchange (ISE) subgroup and with the asset
deal regarding the sale of the business operations of Assam SellerCo, Inc. and its two subsidiaries.
113.4
2.2
76.4
Receivables
and securities
from banking
business
8.2
Historical cost as at 31 Dec 2017
-2.4
0
2.8
Net income from equity method measurement
0
0
0
-2.9
Dividends
2.5
0
0
8.4
Disposals of impairment losses
-6.2
7.2
89.7
-23.7
Revaluation as at 31 Dec 2016
0
-1.21
0
0
Reclassifications
-0.4
0
0
0
0
0.1
-16.3
Revaluation as at 31 Dec 2017
0
-0.9
0
0
Reclassifications
0.5
1.7
28.7
0
Market price changes recognised in other comprehensive income
0
0
-191.9
0
Other fair value changes recognised in profit or loss
0
0
73.2
0
Other fair value changes recognised in equity
0.2
0.2
0.5
Currency translation differences recognised in profit or loss
-6.7
Market price changes recognised in profit or loss
0
0
0
-1.8
Dividends
-5.0
0
0
0
Disposals of impairment losses
0.2
0
-0.8
0
Reclassification into "assets held for sale"
-1.5
2.3
-10.0
-16.6
Revaluation as at 1 Jan 2016
34.2
1,554.8
99.2
55.0
-0.3
-76.7
0
Net income from equity method measurement
0.4
0
6.2
135.1
0
Market price changes recognised in other comprehensive income
0
0
-40.9
0
Other fair value changes recognised in profit or loss
0
0
1.0
0
1.1
0.5
-0.1
0
0.3
Currency translation differences recognised in profit or loss
0
0
5.3
-0.4
Currency translation differences recognised in equity
0
0
Other fair value changes recognised in equity
18.4
0
0
0
Consolidated balance sheet disclosures
0
1,063.8
0
0
0
0
0
€m
€m
Total
STOXX
32.6
Fund Services
€m
€m
€m
MD+S segment
EEX
(Group) of cash generating unit(s)
Executive and Supervisory Boards | Management report | Financial statements | Notes
0
0
Börse Frankfurt
Zertifikate
€m
0
987.4
0
0
32.6
0
0
0
0
0
33.3
51.5
33.3
0
0
0
0
0
529.0
0
51.5
0
227
0
306.2
Clearstream Holding group
487.8
Clearstream Banking S.A.
463.5
283.3
Clearstream Banking AG
88.1
356.1
371.4
113.8
76.4
103.8
49.9
67.7
31 Dec 2017
€m
420.1
€m
31 Dec 2016
31 Dec 2017
€m
€m
€m
€m
31 Dec 2016
31 Dec 2017
31 Dec 2016
୮
T
୮
3.6
387.1
7.2
31 Dec 2016
€m
111.0
1,260.3
1,289.7
487.8
%
31 Dec 2016
31 Dec 2017
%
31 Dec 2016
€m
31 Dec 2017
€m
Total capital requirements
€m
31 Dec 2017
Total capital ratio
Regulatory equity
Own funds requirements
117.4
Regulatory capital ratios
9.7
1.3
1.6
6.0
8.1
Clearing AG
European Commodity
81.2
74.8
14.5
3.9
66.7
70.9
Eurex Clearing AG
7.3
Own funds requirements for credit
and market risk
Executive and Supervisory Boards | Management report | Financial statements | Notes
Composition of own funds requirements
Deutsche Börse Group financial report 2017
242
19.6
-111.3
0
0.2
1.5
41.5
-133.5
-2.5
0.2
1.1
-5.3
-114.0
Regulatory capital requirements and regulatory capital ratios
-4.5
1.1
38.1
41.9
0
-0.1
-0.5
-43.9
-8.4
-1.0
0
-0.1
77.4
0
0
0.1
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their
capacity as credit institutions, are subject to solvency supervision by the German or Luxembourg bank-
ing supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and Commission
de Surveillance du Secteur Financier, CSSF, respectively). The same applies to the Clearstream Holding
group at regulatory group level.
Eurex Bonds GmbH, Eurex Repo GmbH – and, from 2017 onwards, 360 Treasury Systems AG – are
subject to specific provisions applicable to certain investment firms under BaFin solvency supervision.
With the admission as an "Approved Clearing House" (ACH) by the Monetary Authority of Singapore
(MAS) on 8 July 2015, Eurex Clearing Asia Pte. Ltd. has become subject to own funds requirements
according to the Securities and Futures Act (Singapore) and other specific MAS requirements. However,
Eurex Clearing Asia Pte. Ltd. is presently being liquidated.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated balance sheet disclosures
245
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRD IV cap-
ital buffer requirements. For this reason, Eurex Clearing AG does not currently expect the CRD IV capital
buffers to have any material impact on its capital requirements. Independently of this, the capital
resources of Eurex Clearing AG are reviewed on an ongoing basis and monitored as part of medium-term
capital planning. In 2017, Eurex Clearing AG received a €100.0 million contribution to its capital
reserve from parent company Eurex Frankfurt AG. Further contributions are scheduled for the coming
years, in order to continuously strengthen Eurex Clearing AG's capital base.
The own funds requirements calculated with Eurex Clearing AG's internal risk model are higher than the
own funds requirements derived from the basic indicator approach, which follows regulatory stipulations
and is based on the balance sheet. Hence, Eurex Clearing AG always applies additional capital buffers
for such risks, surpassing regulatory minimum requirements. Against this background, banking
supervisors requested in 2011 that Eurex Clearing AG increased the basis for the calculation of regu-
latory own funds requirements by considering an appropriate share of clearing-related fees received for
the account of operating entities. The own funds requirements for operational risk are calculated once a
year on the basis of three-year average historical income, including the assumed clearing fees, and are
therefore not subject to daily fluctuations. Compliance with the minimum regulatory ratio is maintained
at all times due to the sufficient capital buffer for uncollateralised cash investments.
Eurex Clearing AG's own funds requirements declined compared with the previous year. Given the
increase in revenue, own funds requirements for operational risk rose according to our model, while own
funds requirements for credit and market risk declined markedly.
■ Implementation of the so-called CRR II package and other amendments under Basel III (presumably
applicable not before 2019)
■ Establishment of own funds requirements resulting from the introduction of minimum requirements for
equity and eligible liabilities (MREL) as a result of Directive (EU) No 59/2014
■ The future applicability of own funds requirements based on the Central Securities Depositories
Regulation (CSDR)
■ CRD IV capital buffers, which are being increased in stages
In the medium to long term, the Clearstream Holding group expects a moderate increase in own funds
requirements to arise at regulatory group level for the following reasons:
The Clearstream Holding group already responded to the (expected) increased own funds requirements
in the past by launching a programme to strengthen its capital base; this programme continued in 2017.
Further measures are planned for the coming years in the context of medium-term capital planning. In
the year under review, the Clearstream Holding group's capital base was boosted by retaining profits at
different companies.
Deutsche Börse Group financial report 2017
244
The own funds requirements of the Clearstream companies remained almost stable in the reporting
period. However, changes occurred regarding own funds requirements for operational risks as well as
credit and market risks, both at single entity and Group level. As of September 2016, the Clearstream
Holding group has applied a different method, the AMA, for the calculation of operational risk own funds
requirements. Since then, the calculation has been made using the so-called Direct VaR.
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. In addition, buffers are taken into account that cover the
recovery indicators specified in the recovery plans and thus prevent recovery scenarios from being trig-
gered even for peak own funds and capital requirements. The own funds and capital requirements deter-
mined in this way will be met on the basis of medium-term capital planning. As the actual own funds
and capital requirements are below the expected peaks – significantly so under normal circumstances -
this may lead to a very high total capital ratio or EMIR capital cover, especially at the closing date.
A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR.
None of the credit institutions or groups currently subject to CRR regulations (Clearstream Banking S.A.,
Clearstream Banking AG, Clearstream Holding group and Eurex Clearing AG) is currently designated as
systemically important. CRD IV introduced various capital buffers, which the supervised (credit)
institutions generally have to meet over and above the minimum total capital ratio of 8 per cent,
although they may temporarily fall below these levels. The capital buffers are introduced in stages,
depending on the economic environment and systemic risk components: since 2014, CSSF has imposed
a standard capital conservation buffer of 2.5 per cent of Tier 1 capital on all Luxembourg credit institu-
tions; this arrangement represents a departure from the general transitional provisions of CRD IV. This
means that the minimum total capital ratio is 10.5 per cent. Besides the capital buffers imposed by
CSSF for all Luxembourg credit institutions, an additional capital conservation buffer of 1.25 per cent
was applied in 2017 to all other regulated Group companies subject to CRR regulations. Taking these
effects into account, the minimum total capital ratio was 9.25 per cent.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties under the provisions of Regulation (EU) No 648/2012 (European Market Infrastructure
Regulation, EMIR) in 2014, these companies have been subject to the capital requirements under
Article 16 of EMIR. These requirements apply to Eurex Clearing AG in parallel to the solvency super-
vision requirements applicable to credit institutions, and the higher requirement has to be met in each
case. Irrespective of its status as a specialist credit institution according to German law, European
Commodity Clearing AG is only subject to EMIR capital requirements.
Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US
Commodity Futures Trading Commission (CFTC). Given its DCO status, Nodal Clear, LLC is obliged to
maintain sufficient financial resources to cover all current costs for a minimum period of twelve months;
moreover, Nodal Clear, LLC must provide sufficient highly liquid assets to cover all current costs for at
least six months.
REGIS-TR S.A., as trade repository according to EMIR, is subject to supervision exercised by the
European Securities and Markets Authority (ESMA) pursuant to Article 21 (b) of Delegated Regulation
(EU) No 150/2013.
Powernext SAS is a regulated market in France, and is hence subject to supervision exercised by the
Autorité des marchés financiers (AMF); furthermore, Powernext SAS is obliged to fulfil the regulatory
capital requirements set forth in the “Arrêté du 2 juillet 2007 relatif au capital minimum, aux fonds pro-
pres et au contrôle interne des entreprises de marché".
The EMIR capital requirements for central counterparties are in large part based on the EU own funds
requirements for credit institutions (see below), but the detail differs both in relation to the capital com-
ponents as well as the capital requirement components and capital deduction items. Moreover, EMIR
does not specify any capital buffers such as those introduced by the Directive (EU) No 36/2013 (Capital
Requirements Directive, CRD IV) and the Regulation (EU) No 575/2013 (Capital Requirements Regula-
tion, CRR) for banks.
Since 1 January 2014, the own funds requirements for credit institutions have been primarily subject
to the EU-wide requirements of the CRR as well as the supplementary national regulations implementing
CRD IV, which transposed the “Basel III" rules into European law.
Own funds requirements for
operational risk
All companies that are directly or indirectly (i.e. by means of EMIR requirements) subject to the CRR
own funds requirements, are exempted from compliance with trading book requirements. Market risk
21.2
Consolidated balance sheet disclosures
exposures consist only of relatively small open foreign currency positions. The companies concerned uni-
formly apply the standardised approach for credit risk. As a result of the specific business of the credit
institutions and central counterparties belonging to Deutsche Börse Group, their recognised assets are
subject to sharp fluctuations. This leads to correspondingly volatile total capital ratios at 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 own funds re-
quirements for credit and market risk exposures of Eurex Clearing AG and European Commodity Clearing
AG are relatively stable despite volatile total assets in the course of the year.
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, while the Clearstream companies apply the advanced measurement approach
(AMA).
Due to the specific arrangements for the three investment firms, Eurex Repo GmbH, Eurex Bonds GmbH
and 360 Treasury Systems AG, no explicit own funds requirements for operational risk are determined in
accordance with Article 95 of the CRR. Instead, the total own funds requirement is determined either
as the own funds requirement amount for credit and market risk or as 25 per cent of fixed overhead
costs, depending on which is higher. Since the credit and market risks are low, the relevant criterion for
both companies is the own funds requirement on the basis of overhead costs.
None of the Group companies subject to solvency supervision has Tier 2 regulatory capital.
243
21.8
246
Clearstream Banking S.A.
3.8
4.6
3.5
0.4
0.3
Eurex Repo GmbH
0.8
0.9
0.8
0.7
0.2
0.2
Eurex Bonds GmbH
€m
4.6
31 Dec 2016
€m
€m
€m
€m
31 Dec 2016
31 Dec 2017
31 Dec 2016
31 Dec 2017
୮
୮
୮
Own funds requirements to be
met
Own funds requirements on the
basis of fixed overheads
Own funds requirements for credit
and market risk
31 Dec 2017
€m
360 Treasury Systems AG
4.6
3.8
339.3
28.5
8.4
360 Treasury Systems AG
1,300.0
152.2
1,200.0
184.2
7.0
7.0
4.6
3.8
Eurex Repo GmbH
10.4
10.4
0.8
0.9
Eurex Bonds GmbH
31 Dec 2016
%
8.4
Compliance with own funds requirements
Own funds requirements
Regulatory equity
Equity ratio
31 Dec 2017
Composition of own funds/capital requirements
31 Dec 2016
31 Dec 2016
€m
€m
€m
€m
31 Dec 2017
%
31 Dec 2017
Clearstream Holding group
Eurex Repo GmbH transfers its earnings to Eurex Frankfurt AG based on a profit or loss transfer agree-
ment. Due to the company's decelerating business activities - resulting from current market conditions
(low interest rates, ECB policies) – Eurex Repo GmbH's earnings declined, with negative effects on the
profits to be transferred. Hence, the own funds requirements declined compared with the previous
year. Depending on the future business performance as well as changes to the regulatory require-
ments, further contributions to capital may be necessary to a limited extent; however, they are currently
not expected for the medium term.
53.4
31 Dec 2017
31 Dec 2016
€m
€m
European Commodity Clearing AG
Eurex Clearing AG
31 Dec 2017
Capital adequacy requirements under EMIR
Deutsche Börse Group financial report 2017
0
The capital resources of European Commodity Clearing AG are currently well above the regulatory
requirements. As at the reporting date, total equity as disclosed in the consolidated statement of
financial position was not fully available to cover the risks according to Article 16 of EMIR, given
that parts of this equity do not fulfil the required liquidity standards. The capital base of other entities
is consistently monitored. Given the increase in the regulatory minimum requirements for contributions
to the clearing fund, European Commodity Clearing AG's default fund contribution was increased. As
at 31 December 2017, European Commodity Clearing AG's total default fund contribution amounted
to €10.0 million, and thus exceeded regulatory minimum requirements. A further increase to the con-
tribution is planned for 2018. Similar to the other companies, its capital resources are reviewed on an
ongoing basis. Depending on future business performance, and in particular on changes in the regulatory
framework, the capital resources will be adjusted as needed; however, this is not expected at present.
The capital requirements under Article 16 of EMIR do not stipulate a specific ratio. Instead, the total
amount of share capital, retained earnings and reserves, less certain items (including the central
counterparty's own contribution to the default fund), is compared with the capital requirements. This
total has to be at least equal to these requirements. In other words, EMIR requires a capital cover of at
least 100 per cent. A reporting requirement to the competent authority – in this case BaFin - is triggered
when this ratio falls below 110 per cent. €50.0 million of the €100.0 million contribution made to the
capital reserve of Eurex Clearing AG was added to Eurex Clearing AG's own contribution to the default
fund in 2017.
36.0
49.7
364.8
464.8
€m
81.2
Eurex Clearing AG
21.5
21.0
297.9
308.9
111.0
117.4
Clearstream Banking AG
22.5
23.8
1,042.4
1,061.3
371.4
356.1
74.8
31 Dec 2016
€m
Own funds requirement for operational, credit and market risk
Other EMIR capital requirements
74.8
70.6
264.8
314.8
-7.5
-10.0
-100.0
-150.0
-13.0
-8.3
0
0
73.9
88.9
364.8
464.8
EMIR capital adequacy ratio
Own contribution to default fund
81.2
9.7
7.3
78.7
74.6
27.2
The capitalisation of Eurex Bonds GmbH significantly exceeded the CRR requirements. The company
ceased its business operations, effective 31 December 2017.
19.6
153.5
155.8
36.9
26.9
Equity
EMIR deductions
Total EMIR capital requirements under Article 16 of EMIR
0
463.5
50.3
Revaluation surplus
The revaluation surplus results from the revaluation of securities and other current and non-current
financial instruments at their fair value net of deferred taxes. This item also includes reserves from an
existing investment in an associated company; these reserves were recognised in connection with the
acquisition of further shares, as the company was consolidated at that date. Actuarial gains and losses
for defined benefit obligations are also directly recognised in revaluation surplus.
Revaluation surplus
Deutsche Börse Group financial report 2017
240
There were no further rights to subscribe for shares as at 31 December 2017 or 31 December 2016.
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15ff. of the Aktiengesetz (AktG, German Stock Corpo-
ration Act). Accordingly, the share capital was contingently increased by up to €19,300,000 (contingent
capital 2014). To date, the authorisation to issue convertible bonds and/or bonds with warrants has not
been exercised.
The Executive Board is authorised, subject to the approval of the Supervisory Board, to disapply share-
holders' pre-emptive rights to bonds with conversion or option rights to shares of Deutsche Börse AG in
the following cases: (i) to eliminate fractions, (ii) if the issue price of a bond does not fall materially short
of the theoretical fair value determined in accordance with recognised financial techniques and the total
number of shares attributable to these bonds does not exceed 10 per cent of the share capital, (iii) to
grant the holders of conversion or option rights to shares of Deutsche Börse AG options as compensation
for dilutive effects to the same extent as they would be entitled to receive after exercising these rights.
In accordance with the resolution by the Annual General Meeting on 15 May 2014, the Executive Board
was authorised, subject to the approval of the Supervisory Board, to issue on one or more occasions in
the period up to 14 May 2019 convertible bonds and/or bonds with warrants or a combination of such
instruments in a total nominal amount of up to €2,500,000,000 with or without maturity restrictions,
and to grant the holders or creditors of these bonds conversion or option rights to new no-par value
registered shares of Deutsche Börse AG with a proportionate interest in the share capital totalling up to
€19,300,000, as specified in more detail in the terms and conditions of the convertible bonds or in the
terms and conditions of the warrants attaching to the bonds with warrants.
Contingent capital
Consolidated balance sheet disclosures
239
Executive and Supervisory Boards | Management report | Financial statements | Notes
1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding share-
holders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
17 May 2017 16 May 2022 n.a.
6,000,000
Authorised share
capital IV¹)
Date of authorisation
by the shareholders
Authorised share
capital |¹)
Authorised share
capital II¹)
13,300,000
19,300,000
11 May 2016
13 May 2015
10 May 2021
12 May 2020
Recognition of
hidden reserves
from fair value
measurement
Existing shareholders' pre-emptive rights may be disapplied for
Expiry date fractioning and/or may be disapplied if the share issue is:
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.
■ against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies, or
other assets.
Authorised share
capital III¹)
38,600,000
13 May 2015 12 May 2020 n.a.
n.a.
Other equity
investments
(financial assets)
Securities from
banking business
(financial assets)
€m
-1.2
0
-40.8
-0.1
Balance as at 31 Dec 2016 (gross)
103.7
0
111.4
Changes from defined benefit obligations
0
0
0
Fair value measurement
0
7.3
Amount in €
0
141.4
€m
€m
Balance as at 1 Jan 2016 (gross)
Changes from defined benefit obligations
Fair value measurement
Reclassifications
6.2
Reversal to profit or loss
10.8
2.4
0
0
0
0
103.7
101.6
Composition of authorised share capital
Changes in equity are presented in the consolidated statement of changes in equity. As at 31 De-
cember 2017, the number of no-par value registered shares of Deutsche Börse AG in issue was
193,000,000 (31 December 2016: 193,000,000).
€m
19. Restricted bank balances
Total
Miscellaneous
Derivatives
Creditors with debit balances
Guarantees and deposits
Incentive programme
Interest receivable
Prepaid expenses
Tax receivables (excluding income taxes)
Other receivables from CCP transactions
Composition of other current assets
18. Other current assets
Uncollectible receivables of €0.6 million (2016: €0.5 million) for which no valuation allowances had
been recognised in prior periods were written off in the reporting period.
Balance as at 31 Dec 2017
Reversal
237
4.6
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated balance sheet disclosures
17. Changes in valuation allowance on trade receivables
As in the previous year, there were no trade receivables due after more than one year as at
31 December 2017.
6.3
Allowance account
Additions
Utilisation
Reversal
Balance as at 31 Dec 2016
Additions
Utilisation
Balance as at 1 Jan 2016
1.6
-0.1
-1.8
3.5
2.9
3.4
1.4
0.7
0
4.1
0.3
3.8
597.7
514.2
Amounts reported separately under liabilities as cash deposits by market participants are restricted.
Such amounts are mainly invested via bilateral or triparty reverse repurchase agreements and in the form
of overnight deposits at banks (restricted bank balances). Government and government-guaranteed bonds
with an external rating of at least AA- are accepted as collateral for the reverse repurchase agreements.
Reported restricted bank balances total €29,392.0 million (2016: €27,777.6 million).
Deutsche Börse Group financial report 2017
20. Equity
6.1
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
21.7
32.9
6.0
1.8
-1.4
-1.2
5.2
31 Dec 2017
24.6
31 Dec 2016
€m
476.8
404.7
49.8
43.2
32.0
€m
0.6
238
0
0.1
0.5
30.6
30.6
0
0
0
36.9
-183.8
-3.5
0.3
1.5
-32.1
8.7
0.1
0
0
0
0
0
-27.3
-27.3
0
0.7
-1.1
0
140.5
0
1.2
0
0
-6.0
0
0
-0.1
0
0
0
7.8
24.0
0
38.9
-0.1
0
-58.3
-0.4
Reclassifications
-0.1
1.0
-0.7
-44.2
42.5
0
0
0
-0.1
0
0
2.8
1.7
0
2.0
0.3
0
-153.2
-18.5
-0.4
-189.4
-156.5
103.5
0.1
0
77.4
0
Additions
-2.0
-44.2
0
Balance as at 31 Dec 2016
-1.3
-56.2
0
Reversals
0
0
Additions
-0.7
-4.2
0
0
Reversal to profit or loss
-6.2
0
-192.5
Reversals
0.3
103.7
20.5
8.2
Deferred taxes
Balance as at 1 Jan 2016
0
Balance as at 31 Dec 2017 (gross)
0
16.2
Other financial
€m
-34.3
Total
Defined benefit
obligations
Cash flow hedges
€m
banking business
€m
Current securities from
instruments
(financial assets)
€m
€m
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated balance sheet disclosures
241
The "accumulated profit" item includes exchange rate differences amounting to €–16.4 million (2016:
€5.1 million). €14.4 million (2016: €412.3 million) was withdrawn due to currency translation for
foreign subsidiaries in the reporting period and €7.1 million (2016: €–207.8 million) was withdrawn
relating to transactions used to hedge against currency risk.
6.1
19.4
Accumulated profit
103.7
-0.1
Balance as at 31 Dec 2017
0
-1.1
-2.1
1.5
103.7
Balance as at 1 Jan 2016 (net)
1.7
Balance as at 31 Dec 2016 (net)
103.7
67.2
5.3
Balance as at 31 Dec 2017 (net)
6.6
520.0
2.4
504.9
Increase by 0.25 percentage points
2.5
513.6
9.1
498.6
1.2
Reduction by 0.25 percentage points
502.1
-1.1
486.8
Increase by 0.5 percentage points
-1.2
1.2
Pension growth
587.5
482.6
Reduction by 0.5 percentage points
Reduction by 1.0 percentage point
602.3
18.7
19.3
Salary growth
Increase by 0.5 percentage points
537.4
520.2
2.5
505.0
2.5
Reduction by 0.5 percentage points
497.3
-2.0
-2.0
496.2
Interest rate futures
481.4
Deutsche Börse Group financial report 2017
Composition of plan assets
Bonds
Government bonds
Multilateral development banks
Corporate bonds
Derivatives
Equity index futures
Investment funds
Total listed
31 Dec 2017
31 Dec 2016
%
8.8
€m
254
The assets of the pension funds of the affected companies have been invested with AXA Stiftung
Berufliche Vorsorge and are therefore reported under “qualifying insurance policies".
Switzerland
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. 75 per cent of
this benchmark is derived from the return on five-year German federal government bonds and 25 per
cent from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may
only invest in fixed-income and variable-rate securities, as well as listed investment fund units, and it
may hold cash, including in the form of money market funds.
-2.3
Life expectancy
Increase by one year
521.1
2.7
505.4
2.6
-2.2
Reduction by one year
-2.7
479.7
-2.6
1) Present value of the obligations using assumptions in accordance with the "Actuarial assumptions" table
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, without any consulting on the part of the trustee. The contributions are
invested in accordance with an investment policy, which may be amended by the companies represent-
ed in the investment committee. 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,
a value preservation mechanism is applied; investments can be made in different asset classes.
Luxembourg
494.0
552.4
%
-7.9
3.50
3.30
1.00
3.50
3.00
1.00
Pension growth
2.00
1.80
0
2.00
1.50
0
Staff turnover rate
2.00¹)
Salary growth
0.60
1.75
1.75
Germany
€m
Luxembourg
Switzerland
Germany
Luxembourg
Switzerland
2.00¹)
%
%
%
%
Discount rate
1.80
1.80
0.70
%
Reduction by 0.5 percentage points
n.a. 2)
2.00¹)
obligation
€m
Change
%
Present value of the obligation"
Discount rate
507.6
492.6
Increase by 1.0 percentage point
433.3
-14.6
418.8
-15.0
Increase by 0.5 percentage points
468.6
-7.7
453.8
Change
%
€m
obligation
benefit
n.a. 2)
1) Up to the age of 50, afterwards O 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 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 2015
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.
253
2.00¹)
Executive and Supervisory Boards | Management report | Financial statements | Notes
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
Change in actuarial assumption
Effect on defined benefit
obligation
2017
defined
Effect on defined benefit
obligation
2016
defined
benefit
Consolidated balance sheet disclosures
%
0
71.1
payments
€m
€m
Balance as at 1 Jan 2017
101.7
47.5
78.3
25.5
Changes in the basis of consolidation
0.2
0
0
0
Reclassification²)
-3.5
measures
0
Interest on taxes
€m
Share-based
39.4
99.8
83.7
173.3
148.1
The expected costs of defined benefit plans amount to approximately €16.5 million for the 2018 finan-
cial year, including net interest expense.
Defined contribution pension plans and multi-employer plans
During the reporting period, the costs associated with defined contribution plans, and designated multi-
employer plans, amounted to €36.7 million (2016: €35.3 million).
In 2018, Deutsche Börse Group expects to make contributions to multi-employer plans amounting to
around €9.9 million.
256
Deutsche Börse Group financial report 2017
23. Changes in other provisions
Changes in other provisions
Restructuring and
efficiency
Bonuses
€m
0
-0.5
Utilisation
0
1.3
0
Balance as at 31 Dec 2017
100.8
66.4
57.3
42.1
1) IHK
Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
2) Relates primarily to reclassifications to the employee-funded deferred compensation plan (see note 22) as well as to reclassifications from liabilities.
Provisions for restructuring and efficiency measures include provisions for contractually agreed early
retirement benefits and severance payments (€52.6 million), expenses directly related to restructuring
measures (€0.2 million), and provisions associated with another restructuring plan, adopted at year-end
2017, designed to improve the business model's efficiency and to streamline processes (€4.5 million,
implementation already started).
The "other personnel provisions" item as at 31 December 2017 includes personnel-related provisions of
€5.8 million (2016: €5.7 million) for jubilees, €8.5 million (2016: €2.5 million) for other personnel
costs and €0.5 million (2016: €0.5 million) for early retirement benefits.
The "miscellaneous" item includes provisions for anticipated losses of €7.3 million (2016: €7.0 million)
and provisions for rent and service costs of €1.3 million (2016: €1.3 million).
For details on share-based payments, see ☑note 39.
୮
Interest
0
-0.2
0
-79.6
0
-24.5
-7.4
Reversal
-10.7
0
40.7
-3.3
Additions
92.9
18.9
5.7
25.0
Currency translation
-0.2
-0.5
12.6
15.1
12.4
279.4
76.9
285.4
87.9
Qualifying insurance policies
14.9
4.1
16.7
5.1
Cash
69.1
19.0
22.6
7.0
Total not listed
4.3
13.9
5.4
19.5
270.7
83.4
197.3
229.8
0
2.6
60.9
84.0
38.3
0.5
0.8
0.2
-0.3
0.6
2.0
0.2
1.7
258.2
23.1
12.1
The weighted duration of the pension obligations was 16.6 years (2016: 17.3 years) as at 31 Dec-
ember 2017.
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
Expected pension
payments¹
31 Dec 2017
Expected pension
payments¹
31 Dec 2016
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December.
€m
€m
17.7
Duration and expected maturities of the pension obligations
In Switzerland, the benefit plan at AXA Stiftung Berufliche Vorsorge includes the provision that the board
of this foundation decides annually whether the retirement pensions will be adjusted to reflect 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.
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.
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries, i.e.
a significant increase in salaries would lead to an increase in the benefit obligation from these 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 compensa-
tion 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.
Total plan assets
363.4
100.0
324.7
100.0
As at 31 December 2017, plan assets did not include any financial instruments held by the Group
(2016: nil), nor did they include any property occupied or other assets used by the Group.
Risks
39.3
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 risks.
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. If volatility is low, the actual return is further expected to
exceed the return on corporate bonds with a good rating in the medium to long term.
Deutsche Börse Group considers the share price risk resulting from derivative positions in equity index
futures in the plan assets to be appropriate. The company bases its assessment on the expectation that
the overall volume of payments 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 pay-
ments 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 assets included in the plan assets.
Executive and Supervisory Boards | Management report | Financial statements | Notes
255
Consolidated balance sheet disclosures
Inflation risk
Market risk
୮
Appropriation to retained earnings
31 Dec 2017
-14.9
-363.4
-324.7
Funded status
118.2
18.1
3.6
139.9
164.0
Present value of unfunded obligations
Net liability of defined benefit obligations
3.5
0.7
0.1
4.3
-48.5
-300.0
Fair value of plan assets
488.7
Net liability of defined benefit obligations
Total
Total
Germany
€m
Luxembourg
€m
Other
€m
31 Dec 2016
31 Dec 2017
€m
€m
Present value of defined benefit obligations
that are at least partially funded
418.2
66.6
18.5
503.3
31 Dec 2016
121.7
18.8
3.7
Total
31 Dec 2016
€m
€m
Eligible current employees
187.5
65.9
18.3
31 Dec 2017
271.7
Former employees with vested entitlements
140.2
0.7
0.3
141.2
131.6
Pensioners or surviving dependants
262.5
Executive and Supervisory Boards | Management report | Financial statements | Notes
Other
€m
€m
144.2
167.9
Impact of minimum funding requirement/asset
ceiling
0
Amount recognised in the balance sheet
121.7
18.8
€m
3.7
0
167.9
The defined benefit plans comprise a total of 2,798 beneficiaries (2016: 2,713). The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
Breakdown of beneficiaries
Total
Germany
Luxembourg
144.2
94.0
Consolidated balance sheet disclosures
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.
€m
€m
3.9
3.9
6.4
6.4
0
0.6
0
10.2
0.7
1.4
1.2
2.1
9.7
€m
31 Dec 2016
31 Dec 2017
31 Dec 2016
Executive and Supervisory Boards | Management report | Financial statements | Notes
247
Consolidated balance sheet disclosures
According to Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to maintain equity in
the amount of at least 50 per cent of annual operating costs.
According to the MAS, Eurex Clearing Asia Pte. Ltd. is required to provide own funds to fulfil “operational
risk requirements”, “investment risk requirements" as well as “general counterparty risk requirements".
Given the current business activities, own funds requirements are based exclusively on “operational risk
requirements". Furthermore, Eurex Clearing Asia Pte. Ltd. is required to notify MAS without undue delay
if the capital cover falls below 120 per cent of own funds requirements. Eurex Clearing Asia Pte. Ltd. is
presently being liquidated.
According to the MAS, Cleartrade Exchange Pte. Limited is required to maintain own funds at the rate of
either 18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on
which is higher. Powernext SAS is obliged to maintain own funds in the amount of operating costs for
the next six months. Regarding the anticipated upswing in the business development of Powernext SAS
and Cleartrade Exchange Pte. Limited, own funds requirements for both entities are expected to increase
slightly going forward. While the capital base of Powernext SAS is considered appropriate for the antici-
pated upswing, Cleartrade Exchange Pte. Limited's capital base will be adjusted, if required.
Compliance with own funds requirements
10.8
REGIS-TR S.A.
Cleartrade Exchange Pte. Limited
Powernext SAS
Nodal Clear, LLC
Own funds requirements
Regulatory equity
୮
31 Dec 2017
€m
Eurex Clearing Asia Pte. Ltd.
33.5
39.9
3.6
456.4
13.6
No-par value shares carrying dividend rights
Number
Number of shares issued as at 31 December 2017
Number of treasury shares as at the reporting date
Number of shares outstanding as at 31 December 2017
Distribution of a regular dividend to the shareholders of €2.45 per share for 186,278,047 no-par value shares
carrying dividend rights
Number of shares acquired under the share buy-back programme up to the preparation of the annual financial statements
Total
-6,389,842
186,610,158
-332,111
186,278,047
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly or
indirectly by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG,
the German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, with a
dividend of €2.45 per eligible share, an amended resolution for the appropriation of the unappropriated
surplus will be proposed to the Annual General Meeting.
22. Provisions for pensions and other employee benefits
Defined benefit pension plans
193,000,000
249
Proposal by the Executive Board:
-145.7
3.4
26.0
27.5
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period 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 2017 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial
Code), report net profit for the period of €615.7 million (2016: €553.2 million) and shareholders'
equity of €2,800.9 million (2016: €2,643.0 million). In 2017, Deutsche Börse AG distributed
€439.0 million (€2.35 per eligible share) from the unappropriated surplus of the previous year.
Net profit for the period 2017 is higher than last year.
470.0
248
Proposal on the appropriation of the unappropriated surplus
Net profit for the period
Appropriation to other retained earnings in the annual financial statements
Unappropriated surplus
31 Dec 2017
€m
615.7
Deutsche Börse Group financial report 2017
0.7
3.9
94.7
2.8
35.2
-5.5
29.7
Remeasurements
Return on plan assets, excluding amounts already recognised in interest income
Losses from changes in financial assumptions
-24.3
-24.3
-1.0
-1.0
Experience gains
-5.1
-5.1
Effect of exchange rate differences
-0.1
-5.5
8.3
26.9
26.9
Current service cost
Interest expense/(income)
-29.2
-29.2
0.9
-0.9
0
-0.1
-13.7
0
-0.8
2.9
2.1
492.6
-324.7
167.9
13.7
-0.2
-6.2
-24.4
0
0.6
-0.5
0.1
-0.8
1.4
0.6
13.2
507.6
144.2
252
Deutsche Börse Group financial report 2017
In financial year 2017, employees converted a total of €6.4 million (2016: €5.3 million) of their
variable remuneration into deferred compensation benefits.
Assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and shown in the following
table:
Actuarial assumptions
-363.4
Balance as at 31 Dec 2016
-13.2
-0.8
0
-1.4
1.3
-0.1
Effect of exchange rate differences
Contributions:
Employers
0
Plan participants
Settlements
Tax and administration costs
Balance as at 31 Dec 2017
1) Thereof nil (2016: €0.1 million) in the offsetting item for non-controlling interests
-23.4
-23.4
0.8
Benefit payments
Tax and administration costs
-30.6¹)
Plan participants
A separate pension plan (basic pension plan) and a supplementary benefits plan (bonus plan) exist for
employees in Switzerland; 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
Executive and Supervisory Boards | Management report | Financial statements | Notes
251
Consolidated balance sheet disclosures
(annual wage less coordination deduction). For the bonus plan, the contributions are determined as a
percentage of the bonus; it is also funded by contributions from employees and the employer. The retire-
ment age is 65. The beneficiaries can choose between pension payments and a one-off payment.
The present value of defined benefit obligations can be reconciled as follows with the provisions reported
in the consolidated balance sheet:
Changes in net defined benefit obligations
Switzerland
Balance as at 1 Jan 2016
Current service cost
Interest expense/(income)
Past service cost and gains and losses on settlements
Present value
of obligations
€m
Fair value of
plan assets
Total
Acquisitions from business combinations
€m
For further employees, a group plan has been entered into with Swiss Life (Luxembourg) S.A.; it covers
pensions as well as disability and death. The contributions are paid annually by the employer. Benefits
depend on the length of employment at the Group company and consist of quarterly payments starting
upon the employee reaching the age of 65. In the case of disability or death, differing provisions apply.
The contributions are determined annually on the basis of actuarial opinions.
As part of adjustments to the remuneration systems to bring them into line with supervisory require-
ments contracts were adjusted for some executives in 2017 as well as in prior years. For senior execu-
tives affected, whose contracts only provided for the inclusion of income received and variable remuner-
ation over and above the upper limit of the contribution assessment (Beitragsbemessungsgrenze) of the
statutory pension insurance provisions as pensionable income to date, pensionable income was fixed on
the basis of annual income received in 2016. This income is adjusted on an annual basis, to reflect the
increase in the cost of living, based on the consumer price index for Germany published by the German
Federal Statistical Office. For executives affected, whose capital components were calculated on the
basis of income received, without observing the upper limit of the contribution assessment, an amount
has been fixed which will be reviewed annually, and adjusted if necessary, by the Supervisory Board,
taking changed circumstances in terms of income and purchasing power in account.
Benefit payments
98.5
421.7
67.3
18.6
507.6
492.6
Luxembourg
Essentially, the retirement benefits encompass the following retirement benefit plans:
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for 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 individual years
and are converted into a lifelong pension once the benefits fall due. In addition, retirement benefit agree-
ments 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 per-
centage 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.
Germany
There has been an employee-funded deferred compensation plan for employees of certain Deutsche
Börse Group companies 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
250
Deutsche Börse Group financial report 2017
benefit arrangements 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, executives in Germany were offered the oppor-
tunity 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 executives who were employed in the above period
can continue to earn capital components.
Executive boards of Group companies (Germany and Luxembourg)
€m
The Clearstream subgroup, based in Luxembourg, operates separate defined benefit plans. The only
defined benefit pension plan still in operation 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 ASSEP are funded in full
by the participating companies. The contributions are determined annually on the basis of actuarial
opinions and the amount of the obligation is calculated in accordance with Luxembourg law.
-302.0
-0.8
Losses from changes in financial assumptions
31.5
31.5
Experience gains
-0.4
30.3
-0.8
-2.9
0.2
-0.2
0
Effect of exchange rate differences
Contributions:
442.7
Employers
27.4¹)
Losses from changes in demographic assumptions
-0.4
-2.9
140.7
-0.3
0.3
0
24.0
24.0
-6.4
2.9
9.3
0
33.3
-6.4
26.9
Remeasurements
Return on plan assets, excluding amounts already recognised in interest income
-2.9
0
3.6
4.3
2.8
0.8
0
0
ooo
4.3
0
0
0
0
4.3
4.3
0
0
0
0
0
6.5
0
0
0.1
0
Balance as at 1 Jan 2017
1.1
0
0
0
0
о
Changes recognised in the
revaluation surplus
3.9
3.1
0.8
0
0
-0.3
-0.3
1.1
0
Other
-4.3
0
6.1
€m
€m
€m
€m
€m
€m
0
€m
Other
Other
non-current
Other
current
non-current
Other
securities
investments
Other equity
0.3
current
0
0
-6.2
4.3
0
0
0
-0.7
0
0
0
-4.3
0
-5.4
-3.3
-2.5
0.3
0.1
0
0
-4.4
-0.7
-1.7
-79.9
-1.5
0
0
0
Other operating income
-0.2
0
-0.2
0
0
0
0
Other operating expenses
0.3
0.5
-0.2
0
0
0
0
о
0
0.5
Total
4.2
-2.9
-0.8
0
0.1
1.2
6.6
0.5
Balance as at 31 Dec 2017
0
0
0
0
0
0.5
revaluation surplus
Changes recognised in the
0.5
-6.7
in profit or loss
3.4
0
0
0.7
1.4
0
-0.3
0
0
0
-0.4
0.8
0
-0.4
0
0
1.2
0
Additions
Disposals
gains/(losses) recognised
0
-1.5
3.4
0
0
0
0
3.4
3.4
0
1.5
0
0
о
Unrealised capital
Other operating income
gains/(losses)
Realised capital
Reclassification
0
0
Liabilities
2,284.7
Other operating income
Carrying amount
More than 1 year
but not more than 5 years
2017
2016
€m
2017
Over 5 years
2016
€m
€m
€m
2017
€m
2016
€m
2017
€m
2016
€m
-175.0
-270.1
1,688.4
2,284.7
0.8
Reconciliation to carrying
amount
0.2
Contractual maturity
261
-1,341.7
Total derivatives and hedges
1.3
-0.5
-727.1
-427.2
-0.2
65.6
Financial guarantee contracts
0
0
0
0
0
0
1) Prior-year figures adjusted with regard to maturity
Executive and Supervisory Boards | Management report | Financial statements | Notes
Consolidated balance sheet disclosures
-2.2
0
6.1
994.4
о
0
0
0
0
0
29,215.3
27,777.6
0
0
0
0
0
0
Assets
0.1
1,341.6
0
100.4
0
7.7
6.9
7.9
0
0
29.6
-0.6
13,264.4
13,837.9
1,339.0
1,362.3
524.4
1,146.8
0
о
о
0
70.0
о
-400.4
-1,332.3
635.9
55.6
274.3
Derivatives and financial instruments
held by central counterparties
Financial liabilities and derivatives
held by central counterparties
less financial assets
and derivatives held
by central counterparties
Cash inflow - derivatives and
hedges
22,159.3
20,717.7
43,973.6
68,646.2
12,665.7
18,146.9
-22,159.2 -20,717.7 -44,685.7
1,394.0
-69,076.4
41,645.7
Total non-derivative financial
liabilities (gross)
513.9
22.4
Cash deposits by market
participants
29,215.3
27,777.6"
0
01)
0
0
Other bank loans and overdrafts
7.3
0.1
0
0
0
0
42,279.4
-1,667.4
-12,665.8
Cash flow hedges
hedges
Cash flow hedges
0
0
-18.8
-160.2
-56.4
0
Fair value hedges
0
0
0
0
0
0
Derivatives held for trading
-832.2
Cash outflow - derivatives and
-18,146.9
1,407.3
409.3
0
0
19.0
154.3
56.2
0
Fair value hedges
0
0
0
0
0
0
Derivatives held for trading
833.4
1,331.8
1,652.2
2.3
1,152.5
1,339.8
524.4
0.4
Non-current financial instruments held by
15
Held for trading
Fair value
central counterparties
Other non-current assets
Held for trading
Loans and
receivables
Fair value
Amortised cost
4,837.2
0.1
5,856.6
0.1
4.6
8.3
Current financial instruments held by central
counterparties
15
0.4
Held for trading
receivables
Loans and
Other financial instruments
13
AFS¹)
Historical cost
5.1
AFS¹)
Fair value
24.5
1,604.8
1.92)
24.12)
Fair value
Fair value
through profit or
loss (designated)
1.2
0
Other loans
13
Amortised cost
1,563.0
Fair value
107,679.7
4.5
12,807.8
65.4
receivables
329.4
669.8
Receivables from related parties
Loans and
receivables
Amortised cost
2.5
2.0
Other current assets
18
Loans and
receivables
Amortised cost
510.3
Held for trading
Restricted bank balances
Fair value
Amortised cost
79,238.7
Loans and
Trade receivables
Current receivables and securities from
banking business
14, 16
Loans and
receivables
AFS¹)
Amortised cost
272.0
229.9
Fair value
254.5
592.2
Cash flow
hedges
Fair value
0.7
0
Loans and
receivables
Amortised cost
12,776.8
Held for trading
17
1,362.5
banking business
AFS¹)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-113,766.2
0
-84,347.9
0
1,146.8
-69.3
-162.6
45,523.9
44,902.6
3,771.5
4,384.6
1,065.7
1,440.6
0
о
83,635.8
113,336.0
-3,771.5
-4,384.6
-1,065.7
-1,440.6
0
Fair value
0
0
AFS¹)
Historical cost
AFS¹)
Fair value
Category
Measured at
Carrying amount
31 Dec 2017
31 Dec 2016
€m
€m
59.0
58.0
40.4
197.4
Non-current receivables and securities from
13
13
0
Other equity investments
(classification)
0
0
0
0
0
0
0
0
0
0
0
262
Deutsche Börse Group financial report 2017
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 (part 1)
Consolidated balance sheet item
Note
19
380.1
related parties and other current
liabilities
-0.7
-1.2
-2.8
0
-0.4
-116.3
-0.6
-4.0
-0.1
-0.1
0
-6.3
-6.9
4.4
0.2
0
0
-19.6
0.2
0
2.9
5.1
9.2
1.8
0
0.3
0
0
0.2
-0.4
0
0
0
0
0
157.2
3.1
6.6
2.1
3.7
0
0
Consolidated balance sheet disclosures
257
-6.9
0
-6.9
66.8
63.5
3.9
134.2
0
0.3
0
0.3
0
0
0
0
Executive and Supervisory Boards | Management report | Financial statements | Notes
0
Pension obligations
Operational claims
0
0
295.3
17.6
8.7
3.5
3.1
9.4
€m
€m
€m
€m
€m
Total
Miscellaneous
Other personnel
provisions
Recourse and
litigation risks
to IHK¹
€m
66.8
14.8
311.9
Income taxes:
previous years
current year
€m
Income taxes:
Balance as at 31 Dec 2017
Interest
Currency translation
Additions
Reversal
Utilisation
Reclassification
Changes in the basis of consolidation
Balance as at 1 Jan 2017
Composition of tax provisions
26. Tax provisions
The bonds issued by Deutsche Börse AG have a carrying amount of €2,288.1 million (2016:
€2,284.7 million) and a fair value of €2,451.5 million (2016: €2,457.7 million). €1,688.4 million
(2016: €2,284.7 million) of this amount is disclosed under “interest-bearing liabilities"; the bonds due
in financial year 2018 in the amount of €599.7 million (2016: nil) are disclosed under the item "other
current liabilities". The financial liabilities recognised in the balance sheet were not secured by liens or
similar rights, neither as at 31 December 2017 nor as at 31 December 2016.
25. Liabilities
Deutsche Börse Group financial report 2017
Other
258
taxes
€m
-0.7
-79.2
0
17.8
-5.8
23.6
0
0
0
0
0
273.9
42.4
231.5
0
€m
€m
Total
12.5
1) IHK = Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
23.5
18.2
36.1
68.1
52.4
Anticipated losses
Jubilees
Pension obligations to IHK"
Bonuses
Share-based payments
Restructuring and efficiency measures
€m
€m
31 Dec 2016
31 Dec 2017
Composition of other non-current provisions
Other non-current provisions have more than one year to maturity.
24. Other non-current provisions
10.0
22.0
5.4
9.4
thereof with remaining maturity of more than 5 years
95.0
96.8
thereof with remaining maturity of between 1 and 5 years
117.0
120.3
Total
3.2
1.4
Other
0.5
0.4
Early retirement
6.5
5.0
5.7
5.8
9.2
96.7
232.8
339.4
30.5
28.8
28.7
21.7
20.5
7.6
7.8
6.5
18.1
3.0
12.7
2.8
4.9
2.6
2.9
2.2
2.7
37.7
12.5
386.4
0
508.3
15.5
13,264.4
13,840.3
31 Dec 2017
€m
31 Dec 2016
€m
26,555.0
2,268.8
387.2
24,798.2
2,973.8
n.a.
4.3
5.6
29,215.3
27,777.6
31 Dec 2017
€m
31 Dec 2016
€m
599.7
466.1
0.5
10.5
525.7
22.4
Other non-current financial
liabilities
0
0
0
0
0
0
Non-derivative liabilities from
banking business
12,960.1
13,487.9
241.5
98.7
33.2
251.9
Trade payables, payables to
0
1,191.2
23.3
0
260
Deutsche Börse Group financial report 2017
31. Maturity analysis of financial instruments
Underlying contractual maturities of the financial instruments at the reporting date
Non-derivative financial
liabilities
Contractual maturity
Sight
2017
2016
€m
€m
Not more than 3 months
2017
2016
€m
€m
2017
€m
More than 3 months
but not more than 1 year
2016
€m
Interest-bearing liabilities
0
0
39.8
0.5
15.4
3.1
Restructuring and efficiency measures
4.9
10.2
Recourse and litigation risks
3.7
3.5
Anticipated losses
Rent and incidental rental costs
Miscellaneous
Total
2.2
0.5
1.3
1.3
2.7
6.1
5.1
191.6
Operational claims
6.0
Tax provisions of €104.6 million (2016: €173.4 million) have an estimated remaining maturity of more
than one year.
27. Other current provisions
Composition of other current provisions
31 Dec 2017
31 Dec 2016
€m
€m
Bonuses
Interest on taxes
Personnel costs
90.8
96.3
66.4
47.5
8.5
2.5
Share-based payments
7.3
125.7
178.3
Executive and Supervisory Boards | Management report | Financial statements | Notes
Vacation entitlements, flexitime and overtime credits
Social security liabilities
Deferred income
Derivatives
Special payments and bonuses
Liabilities to supervisory bodies
Debtors with credit balances
Miscellaneous
Total
31 Dec 2017
€m
31 Dec 2016
€m
12,411.8
274.7
13,024.8
349.5
24.7
321.9
29.0
2.4
Interest payable
259
Tax liabilities (excluding income taxes)
Bonds issued
Consolidated balance sheet disclosures
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
Margin deposits
Interest liabilities
Money market lendings
Total
29. Cash deposits by market participants
Composition of cash deposits by market participants
Liabilities from margin payments to Eurex Clearing AG by clearing members
Liabilities from margin payments to European Commodity Clearing AG by clearing members
Liabilities from margin payments to Nodal Clear, LLC by clearing members
Liabilities from cash deposits by participants in equity trading
Total
30. Other current liabilities
Composition of other current liabilities
Liabilities from CCP positions
Loans and
7.3
Fair value
Level 2
Level 3
€m
€m
Non-current financial instruments held by
central counterparties
4,837.2
4,837.2
Current financial instruments held by central counterparties
Current receivables and securities from banking business
Level 1
€m
79,238.7
79,238.7
0
5.2
0
5.2
0
Other non-current assets
0.1
0
€m
thereof attributable to:
31 Dec 2017
Amortised cost
1,097.6
419.1
Fair value
Amortised cost
0
6.0
Fair value
3.0
6.7
The financial assets and liabilities that are measured at fair value are required to be allocated to the fol-
lowing three hierarchy levels: financial assets and liabilities are allocated to level 1 if there is a quoted
price for identical assets and liabilities in an active market that can be accessed by the entity. They are
allocated to level 2 if the inputs on which fair value measurement is based are observable either directly
or indirectly; these inputs must be based on market expectations. Financial assets and liabilities are allo-
cated to level 3 if fair value is determined on the basis of unobservable inputs.
264
Deutsche Börse Group financial report 2017
As at 31 December 2017, the financial assets and liabilities measured at fair value were allocated to the
following levels of the fair value hierarchy:
Fair value hierarchy
Recurring fair value measurements
ASSETS
Financial assets held for trading
Derivatives
Fair value as at
0
Liabilities at
amortised cost
Cash flow
hedges
Derivatives held
for trading
0
1.2
24.5
24.5
0
0
Non-current receivables and securities from banking business
1,563.0
1,563.0
0
Other financial instruments
0
254.5
254.5
0
0
Total
1,842.0
Total assets
85,964.8
Current receivables and securities from banking business
6.6
0
33.8
0
0
1.2
84,082.4
0
84,081.1
1.3
Other securities
Total
Available-for-sale financial assets
Equity instruments
Other equity investments
Total
Debt instruments
40.4
33.8
0
6.6
40.4
0.1
1,842.0
1,875.8
14, 30
27,777.6
Carrying amount
31 Dec 2017
€m
31 Dec 2016
€m
Interest-bearing liabilities
14, 25
(excluding finance leases)
Non-current financial instruments held by
Measured at
15
Amortised cost
1,688.4
0
Fair value
central counterparties
4,837.2
5,856.6
Other non-current liabilities
Liabilities at
amortised cost
Held for trading
Category
Note
(classification)
441.8
0.3
receivables
29,392.0
27,777.6
1.7
Other cash and bank balances
33
Loans and
Amortised cost
receivables
1,297.6
1,458.1
1) Available-for-sale (AFS) financial assets
2) Classification adjusted
Executive and Supervisory Boards | Management report | Financial statements | Notes
263
Consolidated balance sheet disclosures
Classification of financial instruments (part 2)
Consolidated balance sheet item
14
Other current liabilities
Held for trading
15
Trade payables
Liabilities to related parties
Cash deposits by market participants
29
Liabilities at
Amortised cost
amortised cost
148.9
0.1
471.2
Amortised cost
amortised cost
1.5
3.6
Liabilities at
Amortised cost
amortised cost
29,215.3
Liabilities at
7.3
2.4
29.0
Held for trading
Fair value
Fair value
0.8
78,526.6
107,249.5
Liabilities from banking business
14, 28
Liabilities at
amortised cost
Liabilities at
amortised cost
Amortised cost
272.0
229.9
Amortised cost
13,235.4
13,837.9
Other bank loans and overdrafts
33
33
Held for trading
Liabilities at
amortised cost
Fair value
Amortised cost
Current financial instruments held by central
counterparties
0
0
84,081.1
0
0
113,601.7
6.9
Financial liabilities held for trading
Derivatives
Non-current financial instruments held by
central counterparties
0
-5,856.6
-5,856.6
0
Other operating expenses
Current financial instruments held by central counterparties
-107,249.5
in profit or loss
gains/(losses) recognised
Unrealised capital
0
0
592.3
2,221.2
2,412.1
116,020.7
190.9
0
6.5
Other financial instruments
24.1
24.1¹
0
0
Non-current receivables and securities from
banking business
1,604.8
1,604.8
0
0
Current receivables and securities from banking business
592.3
Total
2,221.2
Total assets
Other operating income
197.4
gains/(losses)
Reclassifications
-12.7
-1.5
0
0
-1.5
Other non-current liabilities
Contingent purchase price components
Other current liabilities
0
Other non-current liabilities
-2.4
0
-2.4
0
Liabilities from banking business
0
-107,249.5
0
0
-6.0
-6.7
-0.2
Disposals
Additions
Balance as at 1 Jan 2016
Changes in level 3 financial instruments
At the reporting date, the items allocated to level 3 and their measurements were 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 exchange rates for the
remaining period to maturity as at the reporting date. They are based on observable market prices.
■ The fair value of the financial instruments held by central counterparties allocated to level 2 is deter-
mined by market transactions for identical or similar assets in markets that are not active and by option
pricing models based on observable market prices.
Financial assets and liabilities listed in levels 2 and 3 as at 31 December 2017 are measured
as follows:
Deutsche Börse Group financial report 2017
266
During the year under review, one investment was measured at fair value for the first time. Given the
entity's IPO in March 2017, quoted prices in an active market have been available since that date.
Therefore, the item was allocated to level 1. The investment in BATS Global Markets, Inc., which was
allocated to level 1 in the previous year, was disposed of in the first quarter of 2017.
1) Prior-year figure adjusted.
Total liabilities
-8.4
-113,114.5
0
-113,122.9
-0.2
0
0
Realised capital
6.5
LIABILITIES
190.9
-0.1
-2.9
Contingent purchase price components
Other non-current liabilities
Total liabilities
-0.8
0
-0.8
-83,396.6
0
-83,392.9
-3.7
Executive and Supervisory Boards | Management report | Financial statements | Notes
265
Consolidated balance sheet disclosures
By comparison, the financial assets and liabilities measured at fair value as at 31 December 2016 were
allocated as follows to the hierarchy levels:
Fair value hierarchy
Recurring fair value measurements
ASSETS
0
Financial assets held for trading
-3.0
0
7.9
LIABILITIES
Financial liabilities held for trading
Derivatives
Non-current financial instruments held by
central counterparties
-4,837.2
0
-4,837.2
0
Current financial instruments held by central counterparties
-78,526.6
0
-78,526.6
0
Liabilities from banking business
-29.0
0
-29.0
Other current liabilities
Derivatives
0
31 Dec 2016
0
0
0.1
0.3
0
0
0.3
113,602.1
0
113,601.7
0.4
Total
Available-for-sale financial assets
Equity instruments
Other equity investments
Total
Debt instruments
197.4
Fair value as at
0.1
Other non-current assets
Other current assets
65.4
thereof attributable to:
0
€m
Level 1
€m
Level 2
€m
€m
Non-current financial instruments
held by central counterparties
5,856.6
Level 3
Current financial instruments held by central counterparties
107,679.7
0
0
107,679.7
0
Current receivables and securities from banking business
5,856.6
65.4
-54.5
-40.6
Earnings before interest and tax (EBIT)
625.6
504.0
430.1
63.2
343.4
-5.6
Earnings before tax (EBT)
Financial result
80.5
-7.8
709.0
-83.4
Depreciation, amortisation and impairment
losses
384.0
484.6
68.8
88.3
577.9
Earnings before interest, tax, depreciation
and amortisation (EBITDA)
0.2
0
1.6
-55.6
5.3
-73.9
-55.7
415
-0.6
35.1
38
46
49
62
EBIT margin (%)5)
2,443
2,599
323
1,851
2,011
Employees (as at 31 December)
63.6
71.3
13.6
6.8
55.3
46.2
property, plant and equipment4)
Investments in intangible assets and
-5.1
338.3
421.2
62.6
79.0
448.3
570.0
-8.9
-1.5
192.53)
0
-413.6
2017
€m
2016
€m
2017
€m
2016
€m
2017
€m
2016
€m
1,019.5
1,052.8
197.8
186.8
1,023.7
933.1
0
0
0
5.7
8.2
1,019.5
1,052.8
197.8
186.8
(restated)
(restated)
(restated)
Clearstream
■ Electronic clearing architecture C7
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■ Cash market with the Xetra, Börse Frankfurt and Tradegate trading venues
■ Central counterparty for equities and bonds
■ Admission of securities (listing)
■ Custody and settlement services for securities
■ Global securities financing and collateral management
■ Investment funds services
■ Distribution of licences for trading and market signals
■ Development and sales of indices (STOXX)
■ Technology and reporting solutions for external customers
■ Trading participant connectivity
1,029.4
In accordance with IFRS 8, information on the segments is presented on the basis of internal reporting
(management approach).
■ Since the first quarter of 2017, revenue and costs associated with "Managed Services" (in particular,
IT services for Clearstream customers) have been recognised under the international business position
(International Central Securities Depository, ICSD) within the Clearstream segment (previously "Infra-
structure Services" in the Market Data + Services segment).
■ Since the third quarter of 2017, revenue and costs associated with the development of a common
European intraday electricity market (XBID) have been recognised under the "Commodities" position
within the Eurex segment (previously "Infrastructure Services" in the Market Data + Services segment).
▪ Effective as at the first quarter of 2017, the definitions of product groups were adjusted in the Xetra
segment, including the introduction of the "partner markets" product group. All revenue and cost items
were allocated accordingly.
The previous year's figures were adjusted accordingly.
274
Deutsche Börse Group financial report 2017
Segment reporting
External sales revenue
Internal sales revenue
Total sales revenue
Eurex
Xetra
During the year under review, Deutsche Börse Group made adjustments to the allocation of cost and rev-
enue items to the Group's different segments. These adjustments had the following effects to the Group's
segment reporting:
941.3
Net interest income from banking business
26.3
176.5
164.6
886.9
797.4
Staff costs
Other operating expenses
Operating costs²)
-259.6
-227.7
-54.0
-49.5
1,035.3
-246.9
-226.0
-264.8
-39.5
-47.9
-155.4
-179.3
-485.6
-492.5
-93.5
-97.4
-402.3
-234.3
Net income from equity investments
1,002.1
-209.7
21.4
0
0
Other operating income
29.5
26.9
6.7
6.6
106.3
7.4
62.6
3.2
Net revenue (total revenue less volume-
related costs)
Total revenue
1,101.1
204.5
193.4
1,143.1
1,007.1
Volume-related costs
-73.2
-65.8
-28.0
-28.8
-256.2
1,075.3
6.81
0
43
232.4
197.6
1,368.6
1,108.2
о
0
1,368.6
1,108.2
-13.7
218.7
-13.2
184.4
-79.7
-74.6
■ Eurex Repo over-the-counter (OTC) trading platform
0
-79.7
1,288.9
1,033.6
0
0
1,288.9
-74.6
1,033.6
24.9
-131.0
20.1
-159.9
0
0
-1,131.6
-1,186.4
0
0
197.8
36.9
0
0
197.8
36.9
246.6
208.5
1,528.5
1,239.2
0
0
1,528.5
1,239.2
-14.2
-10.9
-159.9
-131.0
0
149.2
152.6
0
€m
€m
0.4
0.2
Eurex
Xetra
Clearstream
Market Data + Services
Total
0.5
0.4
0.4
0.1
-0.1
0.3
1.2
1.0
_
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 decisive 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
e.g. that sales to an American investor trading a product with an Asian underlying via a European clear-
ing member are classified as European sales.
Market Data + Services
2016
2017
Breakdown of non-cash valuation allowances and bad debt losses
Non-cash valuation allowances and bad debt losses resulted from the following segments:
0
149.2
152.6
615
559
5,640
5,176
0
0
5,640
5,176
0
59
56
46
n.a.
n.a.
56
46
276
Deutsche Börse Group financial report 2017
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales rev-
enue. 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 “financial result".
In the year under review there was an extraordinary impairment loss of €1.1 million (2016: €6.7 mil-
lion, see note 8).
50
-1,186.4
-1,131.6
-182.9
2,638.5
2,557.3
0
0
2,638.5
2,557.3
37.5
435.0
40.1
43.2
48.3
-43.2
-48.3
0
0
424.7
2,681.7
2,605.6
-43.2
-48.3
2,638.5
2,557.3
0
0
384.6
397.5
€m
2016
1) The consolidation of internal net revenue column shows the elimination of intra-Group sales revenue and profits.
2) Since the second quarter of 2017, operating costs have comprised staff costs as well as other operating expenses; depreciation, amortisation and impairment
losses are disclosed separately. The previous year's figures were adjusted accordingly.
3) Including revenue in connection with the partial disposal of Direct Edge Holdings, LLC amounting to €117.0 million and revenue in connection with the disposal
of ICE US Holding Company L.P. amounting to €73.6 million
5) The EBIT margin is calculated as EBIT divided by net revenue.
Executive and Supervisory Boards | Management report | Financial statements
Notes
275
Other disclosures
Market Data + Services
Total of all segments
Consolidation of
internal net revenue¹)
132.6
Group
2017
€m
2016
€m
2017
€m
2016
2017
2016
€m
€m
€m
2017
€m
(restated)
48
84.0
0
2,462.3
2,388.7
0
0
2,462.3
2,388.7
-77.8
-74.2
-638.3
-585.7
0
0
-638.3
-585.7
-72.4
-108.7
-493.3
-600.7
0
0
-493.3
-600.7
-150.2
391.4
396.8
-285.2
-340.2
132.6
84.0
1.4
9.0
45.0
45.7
-13.6
-13.1
31.4
32.6
436.4
0
433.7
2,735.3
-56.8
-61.4
2,802.5
2,673.9
-39.6
-42.3
-397.0
-346.6
56.8
61.4
2,859.3
■ Electronic trading of European derivatives (Eurex Exchange), commodities (EEX group) and foreign
exchange (360T)
4) Excluding goodwill
Market Data + Services
3.4
4.0
16.3
21.2
€m
€m
31 Dec 2016¹)
31 Dec 2017
1) Not taking into account discontinued operations
Total investments according to segment reporting
Market Data + Services
Clearstream
Xetra
Eurex
Replacement investments
Clearstream
Xetra
Eurex
Expansion investments
Payment to acquire intangible assets and property, plant and equipment
The investments in intangible assets and property, plant and equipment are broken down by segment as
follows:
Deutsche Börse Group financial report 2017
270
Investments in intangible assets and property, plant and equipment amounted to €149.2 million (2016:
€164.9 million); none of these investments were attributable to discontinued operations (2016:
€12.3 million). Among the 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.
Cash flows from investing activities amount to €181.9 million (2016: €578.5 million).
Cash flows from investing activities
-52.3
44.1
-96.4
45.3
3.2
Restricted bank balances
Reconciliation to cash and cash equivalents
Reconciliation to cash and cash equivalents
In the 2017 financial year, the company did not place any commercial paper (2016: €400.0 million);
neither did it pay out any commercial paper (2016: €495.0 million). As in the previous year, no com-
mercial paper was issued as at 31 December 2017. Deutsche Börse AG paid dividends totalling
€439.0 million for the 2016 financial year (dividend for the 2015 financial year: €420.1 million).
In the 2016 financial year, Series B and C of the private placements (US$290.0 million) were repaid
early.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Financial statements
Cash outflows from financing activities totalled €501.0 million (2016: €848.8 million). This item
included the acquisition of treasury shares as part of the share repurchase programme (€28.2 million;
2016: nil) as well as payments to non-controlling shareholders (€–39.3 million; 2016: €–15.9 million).
Cash flows from financing activities
In the 2016 financial year, cash flow from investing activities reflected the disposal of shares in the
ISE subgroup in particular. This transaction involved a cash inflow of €916.3 million (adjusted for
€13.0 million in cash disposed). Furthermore, the disposal of the shares in Infobolsa S.A. resulted in
a cash inflow of €1.1 million (adjusted for €7.1 million in cash disposed).
Non-current debt instruments and equity instruments totalling €859.1 million (2016: €149.9 million)
matured or were sold in the financial year 2017. The disposal of shares in BATS Global Markets, Inc.
and in another equity investment resulted in a cash inflow of €274.7 million (2016: €80.3 million).
Investments in long-term financial instruments totalling €312.4 million (2016: €178.9 million)
included €292.9 million (2016: €155.6 million) for the purchase of floating-rate notes in the banking
business. In addition, equity investments were acquired in a total amount of €14.5 million (2016: €5.4
million).
152.6
149.2
84.4
69.5
16.9
14.5
18.3
27.2
10.2
2.8
39.0
25.0
68.2
79.7
10.4
-0.1
6.0
-59.6
269
Notes
Executive and Supervisory Boards | Management report | Financial statements
■ Other current liabilities
■ Cash deposits by market participants
■ Other cash and bank balances
■ Restricted bank balances
■ Other receivables and other assets as well as current receivables from banking business, to the extent
that these are measured at amortised cost
■ Other loans, which are reported under "financial assets"
■ Unlisted equity instruments whose fair value generally cannot be reliably determined on a continuous
basis and that are reported under the "financial assets" item; these are carried at cost less any impair-
ment losses
The carrying amounts of the following items represent a reasonable approximation of their fair value:
Debt instruments issued by Deutsche Börse Group have a fair value of €2,451.5 million (31 Decem-
ber 2016: €2,457.7 million) and are reported under interest-bearing as well as current liabilities. The
fair value of such instruments is based on the debt instruments' quoted prices. Hence, debt instruments
were allocated to level 2.
The fair value of other financial assets and liabilities not measured at fair value is determined as follows:
Furthermore, derivative financial instruments related to contingent repayment claims in connection with
advance payments disclosed under the “other current liabilities” item were derecognised through profit or
loss (€3.3 million). The resulting income was disclosed as “other operating income".
The financial instruments are regularly measured at fair value through profit or loss using internal models
at the quarterly reporting dates. The models take into account the criteria underlying the conditional
repayment of the grants made by Eurex Clearing AG and Eurex Frankfurt AG. The criteria include, in par-
ticular, non-financial indicators such as the expected number of customers in a specific market segment
as well as expected trading volumes. They are monitored continuously to determine whether any adjust-
ments may be necessary. In order to do this, customer information is also used. Since these are internal
models, the parameters can differ from those of the settlement date. However, the derivative financial
instruments will not exceed an amount of €1.5 million, and €3.5 million, respectively. These amounts
arise if all beneficiaries of the incentive programmes fulfil the conditions and a repayment of the contri-
bution is not taken into consideration.
Deutsche Börse Group financial report 2017
Furthermore, the item “other current liabilities" included derivative financial instruments from an incen-
tive programme of Eurex Clearing AG, with a carrying amount of €3.4 million, at the beginning of 2017.
The carrying amount of these instruments was €1.4 million as at 31 December 2017. As at 31 January
2017, the first tranche of Eurex Clearing AG's incentive programme expired. Accordingly, the derivative
was disposed of (€1.4 million recognised directly in equity), and derecognised through profit or loss
(€0.1 million). In the course of the reporting year, subsequent measurement of the financial instruments
from the second tranche of the programme led to gains of €0.5 million, disclosed under "other operating
income".
At the beginning of the reporting year, the item “other non-current liabilities” included financial instru-
ments from an incentive programme of Eurex Frankfurt AG, with a carrying amount of €1.5 million.
These instruments were reclassified to “other current liabilities” as at 31 December 2017; the carrying
amount remained unchanged at €1.5 million.
At the beginning of the 2017 financial year, “other non-current liabilities” comprised a contingent pur-
chase price component in the amount of €0.2 million. During the period under review, reassessment of
the probability that such components would be utilised resulted in other operating expenses of €0.2 mil-
lion. Another contingent purchase price component (€0.4 million) was recognised for the same item
towards the end of the reporting year. These two purchase price components are measured on the basis
of internal discounted cash flow models, which discount the expected future payment obligations to the
measurement date using interest rates that are appropriate to the risk.
The "other non-current assets" item includes a call option, the fair value of which was derived using the
Black-Scholes model based on unobservable market data. As in the previous year, the fair value stood
at €0.1 million. The item “other current assets" declined by €0.3 million in connection with the disposal
of a forward purchase contract given that the underlying transaction was fulfilled.
The "other securities" item includes a convertible bond. The fair value of the bond was €1.2 million at
the acquisition date. The measurement of the convertible bond is based on an internal model, using un-
observable market data.
Furthermore, this item includes an equity fund, the fair value of which is calculated on the basis of the
net asset value determined by the issuer. Deutsche Börse Group sold its investment in the equity fund
in 2017, resulting in a disposal of €0.4 million.
The value of an equity investment listed in level 3 is reviewed annually by the issuer, who may initiate
transactions. During the period under review, fair value measurement resulted in positive effects of
€0.5 million (revaluation surplus).
Consolidated balance sheet disclosures
267
Executive and Supervisory Boards | Management report | Financial statements | Notes
Business areas
Other disclosures
Other disclosures
33. Consolidated cash flow statement disclosures
Cash flows from operating activities
-191.0
4.7
-8.0
5.0
0
Total
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
Subsequent measurement of derivatives
Impairment of financial instruments
8.9
1.0
Equity method measurement
2.7
Other cash and bank balances
2.8
3.7
3.4
Reversal of discount and transaction costs from long-term financing
-17.6
89.4
Subsequent measurement of non-derivative financial instruments
€m
€m
2016
2017
Composition of other non-cash effects
Other non-cash effects consist (consisted) of the following items:
After adjustments to net profit for the period for non-cash items, cash flows from operating activities
excluding CCP positions amounted to €1,107.2 million (2016: €856.6 million). After adjustment for
the change in CCP positions, cash flow from operating activities amounted to €1,056.2 million (2016:
€1,621.4 million). For details on the adjustments see the ☑"Financial position" section of the combined
management report.
Reversal of the revaluation surplus for cash flow hedges
Net position of financial instruments held by central counterparties
268
31 Dec 2017
€m
550.6
0
722.1
874.3
1,272.7
874.3
Net income for the period (€m)
46,157
186,810,215
186,853,039
Weighted average number of shares used to compute diluted earnings per share
17,366
Number of potentially dilutive ordinary shares
186,764,058
186,835,673
Weighted average number of shares outstanding
186,805,015
186,723,986
186,805,015
186,610,158
Number of shares outstanding as at end of period
Number of shares outstanding as at beginning of period
2016
2017
Calculation of earnings per share (basic and diluted)
As the average share price calculated on a daily basis was higher than the adjusted exercise price for the
2014 tranche, these stock options are considered to be dilutive under IAS 33 as at 31 December 2017.
2) Average price of Deutsche Börse AG shares on Xetra calculated on a daily basis for the period 1 January to 31 December 2017, calculated on a daily basis
3) This relates to share subscription rights within the scope of the Long-term Sustainability Instrument (LSI) for senior executives. The quantity of subscription rights
under the 2014 LSI tranche may still change from the quantity reported as at the reporting date, since subscription rights will only be granted in future financial
years.
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.
17,366
thereof from continuing operations (€m)
17,366
thereof from discontinued operations (€m)
thereof from continuing operations (€)
Clearstream
Less bank loans and overdrafts
Xetra
Eurex
Segment
Internal organisational and reporting structure
Segment reporting is governed by the internal organisational and reporting structure, which is broken
down by markets into the following four segments:
Other disclosures
273
Notes
Executive and Supervisory Boards | Management report | Financial statements
As at 31 December 2017, there were no subscription rights (2016: 66,909 subscription rights) which
were excluded from the calculation of the weighted average of potentially dilutive shares for having a
dilutive effect during the financial year ending on the reporting date.
2.94
0
3.87
4.68
6.81
4.68
2.94
0
3.87
4.68
4.68
thereof from discontinued operations (€)
thereof from continuing operations (€)
Earnings per share (diluted) (€)
thereof from discontinued operations (€)
Earnings per share (basic) (€)
31 Dec 2017
35. Segment reporting
dilutive
-29,215.3
Current liabilities from cash deposits by market participants
-13,840.3
-13,264.4
Current liabilities from banking business
0
-0.7
Less derivatives
-592.2
-254.5
Less available-for-sale debt instruments
-1,068.1
-1,115.8
Less loans to banks and customers with an original maturity
of more than 3 months
13,465.5
13,036.5
Current receivables and securities from banking business
Reconciliation to cash and cash equivalents
29,665.8
31,394.4
-0.1
430.2
1,458.1
27,777.6
31 Dec 2016
€m
ordinary shares
29,392.0
1,297.6
712.1
-27,777.6
-30,814.2
-7.3
Cash and cash equivalents
-29,812.7
€
Average price
for the period²
of outstanding
options
31 Dec 2017
17,366
€
to IAS 33¹)
Average number
€
0
Exercise price
Total
2014³)
Tranche
of the exercise
price according
0
Calculation of the number of potentially dilutive ordinary shares
580.2
Adjustment
-146.9
34. Earnings per share
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (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 share-based payment programmes (see also ☑ note 39) were added to the average
number of 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.
89.09
The following potentially dilutive rights to purchase shares were outstanding as at 31 December 2017:
In order to determine diluted earnings per share, all Stock Bonus Plan (SBP) and Long-term Sustaina-
ble Instrument (LSI) 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.
271
272
Deutsche Börse Group financial report 2017
Number of
potentially
57,172.810)
54,982.810)
44,228.29)
45,087.39)
5) The amount includes collateral totalling €5.0 million (2016: €5.0 million).
Derivatives
counterparties
held by central
Financial instruments
14
Total
0
65.8
0
143,974.3
135,864.1
111,132.9
6) 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.
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
2) Thereof none repledged to central banks (2016: nil)
3) Thereof none transferred via transfer of title to central banks (2016: nil)
0
4) Total of fair value of cash (2017: nil; 2016: €41.0 million) and securities collateral (2017: €4,870.2 million; 2016: €4,038.8 million) received under reverse
repurchase agreements
5.3
113,738.0
other bank deposits
1,138.1
302.3
317.0
13, 16
7) Off-balance-sheet items
Clearstream
Other fixed-income
securities
0
0
3,375.6
2,952.8
Group¹
0
0
1,128.0
1,291.2
accounts and
Clearstream
Balances on nostro
0
0
14.8
0.4
0
0
878.7
0
8) Meets the IAS 39 criteria for a financial guarantee contract
Collateral value
10) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and clearing fund requirements
28,751.5
26,231.3
27,772.0
29,400.8
54,982.8
57,172.8
2) The collateral value is determined on the basis of the fair value less a haircut amounting to €438.5 million (2016: €573.3 million).
3) The amount includes the clearing fund totalling €1,466.7 million (2016: €1,714.8 million).
4) The collateral value is determined on the basis of the fair value less a haircut amounting to €3,192.2 million (2016: €2,406.8 million).
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 €2.4 million (2016: €2.1 million) relating to fees for trading and
the provision of data and IT services are not expected to be collectible.
In contrast to the risk-oriented net analysis of the transactions conducted via the central counterparties,
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 the ☑“Financial instruments held by
central counterparties" section in note 3 or ☑note 15. For an analysis of the carrying amount, see ☑
note 15.
281
282
Deutsche Börse Group financial report 2017
Credit risk concentrations
Deutsche Börse Group's business model and the resulting business relationships mean that, as a rule,
credit risk is concentrated on the financial services sector. Potential concentrations of credit risk on indi-
vidual counterparties are limited by application of counterparty credit limits.
Compliance with regulatory requirements on concentration risks and so-called large exposures, such as
those arising from articles 387-410 of regulation (EU) 575/2013 (Capital Requirements Regulation,
CRR), article 47 paragraph 8 of regulation (EU) 648/2012 (European Market Infrastructure Regulation,
EMIR) and article D, chapter II of the Basel Committee on Banking Supervision's “Supervisory frame-
work for measuring and controlling large exposures" is ensured. See also ☑ note 20 for an explanation of
regulatory capital requirements.
The required economic capital (value at risk (VaR) with a 99.98 per cent confidence level) for credit risk
is calculated for each business day and amounted to €467.0 million as at 31 December 2017 (2016:
€407.0 million).
Deutsche Börse Group also applies additional methods in order to detect credit concentration risks. In
2017, no significant credit concentrations were assessed.
Market risk
In Deutsche Börse Group, market risk arises to a limited extent from changes in interest rates, foreign
exchange rates and other market prices.
Group entities may invest their own capital and part of stable customer cash balances in high-quality
liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which represents a low
interest rate risk for the Group.
Deutsche Börse Group did not issue any bonds in 2017. For an overview on details on all bonds issued
by Deutsche Börse Group see the “Net assets” section in the combined management report.
0
Currency mismatches are avoided to the maximum extent possible. Additionally, as part of annual plan-
ning, Deutsche Börse Group's treasury policy requires any net earnings exposure from an individual
currency to be hedged using forward foreign-exchange transactions if the unhedged exposure of such
currency exceeds 10 per cent of consolidated EBIT. Foreign-exchange exposures below 10 per cent of
consolidated EBIT may also be hedged.
On an intraperiod basis, the risk exposure described above is monitored against the latest EBIT forecast.
as at 31 Dec 2016
€m
9) Net value of all margin requirements resulting from executed trades at the reporting date as well as clearing fund requirements: this figure represents the risk-
oriented view of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties"
item in the balance sheet shows the gross amount of the open trades according to IAS 32.
€m
Collateral value
280
Deutsche Börse Group financial report 2017
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 collat-
eralised basis, e.g. via reverse repurchase agreements, or by depositing them with central banks.
According to the treasury policy, mainly highly liquid financial instruments with a minimum rating of AA-
(Standard & Poor's/Fitch) or Aa3 (Moody's) issued or guaranteed by governments or supranational institu-
tions are eligible as collateral.
Uncollateralised cash investments are permitted only for counterparties with sound creditworthiness
within the framework of defined counterparty credit limits. Counterparty credit risk is monitored on the
basis of an internal rating system.
The fair value of securities received under reverse repurchase agreements (Clearstream subgroup, Eurex
Clearing AG and Deutsche Börse AG) was €5,493.3 million (2016: €4,992.7 million). The Clearstream
subgroup and Eurex Clearing AG are entitled to repledge the securities received to their central banks to
regain liquidity.
As at 31 December 2017, Deutsche Börse Group has not pledged any securities to central banks
(2016: nil).
A portion of the available-for-sale fixed-income financial instruments and floating-rate notes held by
Clearstream is transferred via transfer of title to central banks to collateralise the settlement facilities
obtained. The fair value of transferred securities was €1,195.9 million as at 31 December 2017 (2016:
€1,818.5 million).
Clearstream receives cash deposits from its customers in various currencies, and invests these cash
deposits in money market instruments. Eurex Clearing AG receives cash collateral from its clearing mem-
bers mainly in its clearing currencies euro and Swiss francs. In both cases, negative interest rates result-
ing from reinvestments are passed on to the respective Clearstream customers or Eurex Clearing clearing
members after applying an additional margin.
Loans for settling securities transactions
Clearstream grants customers technical overdraft facilities to maximise settlement efficiency. These set-
tlement 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 €106.6
billion as at 31 December 2017 (2016: €123.8 billion). Of this amount, €3.6 billion (2016: €3.3 bil-
lion) is unsecured, whereby a large proportion relates to credit lines granted to central banks and other
government-backed institutions. Actual outstandings at the end of each business day generally represent
a small fraction of the facilities and amounted to €754.7 million as at 31 December 2017 (2016:
€293.8 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
€597.9 million as at 31 December 2017 (2016: €1,403.2 million). Collateral received by Clearstream
Banking S.A. in connection with these loans amounted to €658.9 million (2016: €1,858.3 million).
Executive and Supervisory Boards | Management report | Financial statements
Notes
Other disclosures
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrowings
from various counterparties totalling €52, 121.9 million as at 31 December 2017 (2016: €44,777.8 mil-
lion). These securities were fully lent to other counterparties. Collateral received by Clearstream Banking
S.A. in connection with these loans amounted to €52,603.0 million (2016: €47,068.1 million).
In 2016 and 2017, no losses from credit transactions occurred in relation to any of the transaction types
described.
Financial instruments of the central counterparties
To safeguard the Group's central counterparties 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 the respective clearing house. Additional
safety mechanisms of the Group's central counterparties are described in detail in the risk report.
The aggregate margin calls based on the executed transactions and clearing fund requirements after
haircuts was €45,087.3 million at the reporting date (2016: €44,228.2 million). Collateral totalling
€54,982.8 million (2016: €57,172.8 million) was actually deposited.
Composition of collateral held by central counterparties
Cash collateral (cash deposits) 1)2)
Securities and book-entry securities collateral³)4)
Total
1) The amount includes the clearing fund totalling €2,990.0 million (2016: €2,529.3 million).
as at 31 Dec 2017
0
Notes
Eurex
Eurex
0
Interest receivables
Clearstream
16
16.7
15.3
0
0
Margin requirements
Clearstream
16
2.0
Amount as at
31 Dec 2017
€m
90,432.0
98,003.0
Amount as at
31 Dec 2016
€m
Amount as at
31 Dec 2017
€m
Note
Segment
Balance brought forward
Carrying amounts -
maximum risk exposure
Credit risk of financial instruments (part 2)
Other disclosures
279
Collateral
2.5
parties
Group
31 Dec 2016
In addition, the policy stipulates that intraperiod open net foreign-exchange positions are closed out
when they exceed €15.0 million. This policy was complied with, as in the previous year; as at 31 De-
cember 2017, there were no significant net foreign-exchange positions.
€m
53,960.1
Other receivables
Other loans
Group
0.4
0.4
0
Other assets
Group
32
514.9
450.2
0
0
Trade receivables
Group
32
329.4
669.8
0
0
Receivables from related
Executive and Supervisory Boards | Management report | Financial statements
Floating-rate notes
53,960.1
90,432.0
11.4
0
0
5.05)
0
0
1,894.8
1,500.5
5.05)
15.1
13
13
Group
Group
0
Fund assets
Clearstream
0
0
9.6
9.5
13
0
0
0
1.2
13
13, 16
0
39,063.3
38,957.3
98,003.0
1,858.3
47,068.1
48,926.4
52,603.0
53,261.9
46,474.8
53,474.5
658.9
1,403.28)
44,777.8
52,121.9
597.98)
n.a.
n.a.
6)
293.8
754.7
16
Total
Clearstream
ASLplus securities lending"
Financing"
Clearstream
Automated Securities Fails
Technical overdraft facilities Clearstream
Loans for settling securities
transactions
0
0
58,755.2
Currency risks in the Group arise mainly from operating income and expenses denominated in US dol-
lars and from that portion of Clearstream's sales revenue and net interest income from banking business
(less expenses) that is directly or indirectly generated in US dollars. The Clearstream segment generated
17 per cent of its sales revenue and net interest income (2016: 10 per cent) directly or indirectly in
US dollars.
investments
Notes
Other disclosures
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2017: €792.8 million; 2016: €759.0 million) and Germany (2017:
€636.7 million; 2016: €640.9 million).
5,176
5,640
4,121.6
4,243.1
152.6
149.2
-48.3
2,557.3
-43.2
2,638.5
Group
revenue
2) Excluding goodwill
of internal net
5,176
5,640
4,121.6
4,243.1
152.6
149.2
2,605.6
2,681.7
regions
Total of all
199
Consolidation
3) Including countries in which more than 10 per cent of non-current assets are held: Germany (2017: €3,550.2 million; 2016: €3,327.7 million) and Switzerland
(2017: €467.7 million; 2016: €471.1 million).
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). These include the nature and extent of risks
arising from financial instruments, as well as the objectives, strategies and methods used to manage
risk.
Clearstream
Group">
11.7
Uncollateralised cash
agreements
Eurex¹)
Reverse repurchase
Collateralised cash
€m
31 Dec 2016
Amount as at
Amount as at
31 Dec 2017
€m
Amount as at
31 Dec 2016
€m
Amount as at
31 Dec 2017
€m
Note
Segment
Collateral
Carrying amounts -
maximum risk exposure
Credit risk of financial instruments (part 1)
Deutsche Börse Group is exposed to credit risk arising from the following items:
Credit risk
Deutsche Börse Group financial report 2017
278
277
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.
Financial risks arise at Deutsche Börse Group mainly in the form of credit risk. To a smaller extent, the
Group is exposed to market risk. Financial risks are quantified using the economic capital concept
(please refer to the risk report for detailed disclosures). Required economic capital is assessed on a
99.98 per cent confidence level for a one-year holding period. It is compared with the Group's liable
equity capital adjusted for intangible assets so as to test the Group's ability to absorb extreme and unex-
pected losses. Required economic capital for financial risk is calculated at the end of each month and
amounted to €554.0 million as at 31 December 2017, whereby €467.0 million stem from credit risk
and €87.0 million stem from market risk.
196
16
3.9
0
1,328.1
1,347.4
Euro zone
€m
2016
2017
2016
2017
€m
€m
€m
€m
144.6
2016
2016
2017
€m
Number of employees
Non-current assets³)
Investments²)
Sales revenue¹)
Information on geographical regions
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Financial statements
58,755.2
2017
145.7
3,742.7
3,617.4
0.9
140.3
145.4
Asia-Pacific
99
157
11.9
10.6
0.5
0.1
144.9
169.4
America
1,035
1,063
488.4
485.1
6.4
3.6
992.3
1,019.5
Europe
Rest of
3,843
4,224
4.7
Executive and Supervisory Boards | Management report | Financial statements
4,843.5
5,465.2
750.0
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
For refinancing purposes, Eurex Clearing AG and the Clearstream subgroup can pledge eligible securities
with their respective central banks.
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$3.0 billion as at
283
284
Deutsche Börse Group financial report 2017
31 December 2017 (2016: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in
favour of Clearstream Banking S.A. amounting to US$3.0 billion (2016: US$2.5 billion). Furthermore,
Eurex Clearing AG holds a credit facility of US$1.6 billion (2016: US$1.7 billion) granted by Euroclear
Bank S.A./N.V. in order to maximise settlement efficiency.
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term finan-
cing, involving a total facility of €2.5 billion in various currencies. As at year-end, there was no commer-
Ocial paper outstanding (2016: nil).
Clearstream Banking S.A. also has a commercial paper programme with a programme limit of €1.0 bil-
lion, which is used to provide additional short-term liquidity. As at 31 December 2017, commercial paper
with a nominal value of €274.7 million had been issued (2016: €349.5 million).
In November 2017, Standard & Poor's confirmed Deutsche Börse AG's AA credit rating with a stable
outlook. Deutsche Börse AG was one of only three DAX-listed companies that had been given an AA
rating by Standard & Poor's. Deutsche Börse AG's commercial paper programme was awarded the best
possible short-term rating of A−1 +.
200.0
The AA rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating agencies
Fitch and Standard & Poor's in 2017. For further details on the rating of Deutsche Börse Group, see the
"Financial position" section in the combined management report.
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 ☑ note 38) are
presented in the following:
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 2017
€m
31 Dec 2016
€m
41.7
37. Financial liabilities and other risks
200.0
750.0
€
CHF
Moreover, market risk arises from investments in bonds, funds, futures, contractual trust arrangements
(CTAS) and from the Clearstream Pension Fund in Luxembourg. For the CTAs, the investment is pro-
tected by a pre-defined lower bound, which reduces the risk of extreme losses for Deutsche Börse
Group. In addition, there are equity price risks arising from strategic equity investments in other
exchange operators.
The required economic capital for market risk is calculated on a monthly basis. As at 31 Decem-
ber 2017, the required economic capital for market risk was €87.0 million (2016: €67.0 million).
In financial year 2017, impairment losses amounting to €1.1 million (2016: €7.1 million) were recog-
nised in profit or loss for strategic investments that are not included in the VaR for market risk.
Liquidity risk
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as
commercial paper as well as bilateral and syndicated credit facilities. In addition, financing required 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 customer cash margins received and investments,
only a limited amount of which may have tenors of up to one month. The Clearstream subgroup may
invest customer balances up to a maximum of one year in secured money market products, or in high-
quality securities with a remaining maturity of less than ten years, with an exception for UK gilts accept-
ing a maximum remaining life to maturity of 30 years, subject to strict monitoring of mismatch and inter-
est rate limits (see ☑ note 31 for an overview of the maturity structure). Term investments can be trans-
acted via reverse repurchase agreements against highly liquid collateral that can be deposited with the
central bank and used as a liquidity buffer if required.
Contractually agreed credit lines
Company
Deutsche Börse AG
Eurex Clearing AG
Clearstream Banking S.A.
Purpose of
credit line
Currency
Amount as at
31 Dec 2017
Amount as at
31 Dec 2016
m
m
working capital¹)
€
605.0
605.0
settlement
€
1,170.0
1,170.0
settlement
working capital¹
47.0
610.0
27.2
6.9
other counterparties
16
Clearstream
Money market lendings -
0
0
0
5,471.6
16
Clearstream
0
388.3
0
27,111.1
central banks
Eurex¹)
Money market lendings -
investments
5,033.7
662.5
611.3
5,493.3
291.4
4,079.83)4)
11.82)
4,870.23)4)
289.5
4,050.4
660.0
4,999.9
24,910.6
On 1 February 2017, Deutsche Börse AG announced that the Public Prosecutor's Office in Frank-
furt/Main was investigating Deutsche Börse AG in respect of a share purchase by its former Chief Execu-
tive Officer Carsten Kengeter which was carried out on 14 December 2015, in implementation
of the Executive Board's remuneration programme as approved by the Supervisory Board of Deutsche
Börse AG. On 18 July 2017, the Public Prosecutor's Office in Frankfurt/Main issued a notification of
hearing to Deutsche Börse AG. According to this notification of hearing, the Public Prosecutor's Office
intends to formally involve the company in the ongoing investigation proceedings against Carsten
Kengeter. In the notification of hearing, the Public Prosecutor, with regard to the company, held out the
prospect that two fines totalling €10.5 million could be imposed on Deutsche Börse AG in accordance
with section 30 of the Gesetz über Ordnungswidrigkeiten (OWIG, German Act on Regulatory Offences)
due to an alleged violation of the insider trading prohibition in December 2015 and an alleged failure to
disclose an ad-hoc announcement in January 2016. On 13 September 2017, Deutsche Börse AG's
Executive Board and Supervisory Board decided to accept the fine which would potentially be imposed
by the competent local court (Amtsgericht). On 23 October 2017, however, the local court of Frankfurt
am Main refused to approve the closure of the investigation proceedings against the former Chief Execu-
tive Officer of Deutsche Börse AG, Carsten Kengeter, subject to conditions in the form of payment of
€500,000, as applied for by the Public Prosecutor. In light of the significance of the proceedings
the court considers it appropriate to continue the investigation proceedings at this time. The further
Proceedings by the Public Prosecutor's Office in Frankfurt/Main
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market partici-
pants over dividend date (cum/ex transactions). On 22 January 2018, the public Public Prosecutor's
Office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG
and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Due to the early
stage of the investigations, it is not possible to predict timing, scope or consequences of a potential
decision. The companies are cooperating with the competent authorities.
9.1
75.8
95.3
Contingent liabilities may result from present obligations and from possible obligations arising from
events in the past. Deutsche Börse Group recognises provisions for the possible incurrence of losses only
if there is a present obligation arising from a past event that is likely to result in an outflow of resources,
and if the Group can reliably estimate the amount of the obligation (see also ☑ note 3). In order to iden-
tify the litigation for which the possibility of incurring a loss is more than unlikely, as well as how the
possible loss is estimated, Deutsche Börse Group considers a large number 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
Executive and Supervisory Boards | Management report | Financial statements
Notes
Other disclosures
taken place) as well as expert opinions and evaluations of legal advisors. However, it is also possible
that no reliable estimate for any specific litigation could be determined before the approval of the consol-
idated financial statements, and that - as a result - no provisions are recognised.
Peterson vs Clearstream Banking S.A., Citibank NA et al. (“Peterson I") and
Heiser vs Clearstream Banking S.A.
In its 2012 corporate report, Deutsche Börse Group informed about Peterson vs Clearstream Banking
S.A., the first Peterson proceeding, initiated by various plaintiffs seeking turnover of certain customer
positions held in Clearstream Banking S.A.'s securities omnibus account with its US depository
bank, Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages of
US$250.0 million. That matter was settled between Clearstream Banking S.A. and the plaintiffs and the
direct claims against Clearstream Banking S.A. were abandoned.
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals, and then by the US Supreme Court
on 20 April 2016. Once the process of distribution of funds to the plaintiffs is complete, a related case,
Heiser vs Clearstream Banking S.A., also seeking turnover of the same assets, should be dismissed.
Peterson vs Clearstream Banking S.A. ("Peterson II")
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other plain-
tiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as a
custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the defend-
ants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this ruling at the com-
petent appeals court (Second Circuit Court of Appeals), which on 21 November 2017 confirmed large
portions of the decision of the trial court. Regarding another aspect, the appellate court referred the case
back to the court of first instance, which shall assess whether the assets held in Luxembourg are subject
to execution in the US. Clearstream Banking S.A. filed a petition for rehearing the case with the appel-
late court in December 2017, which the appellate court has rejected, and is now considering a petition
to the US Supreme Court.
Havlish vs Clearstream Banking S.A. ("Havlish")
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A., is
based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover of
certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint also
asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek dam-
ages of up to approximately US$6.6 billion plus punitive damages and interest.
Criminal investigations against Clearstream Banking S.A.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
285
7,320.0
Deutsche Börse Group financial report 2017
Bank Markazi vs Clearstream Banking S.A.
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint of Bank Markazi on 17 January 2018 naming Banca UBAE S.P.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi which the complaint alleges are held on accounts of
Banca UBAE S.P.A. and Bank Markazi with Clearstream Banking S.A. totalling approximately US$4.9
billion plus interest. Alternatively, Bank Markazi seeks damages to the same amount. The assets sought
include assets to the amount of approximately US$1.9 billion that were turned over to US plaintiffs pur-
suant to a 2013 binding and enforceable US court order in a proceeding to which Bank Markazi was a
party. The claim also addresses customer assets of approximately US$2 billion, which include assets
that are held at Clearstream Banking S.A. and which are currently subject to US and Luxembourg litiga-
tion brought by US plaintiffs, and addresses assets that were previously transferred out of Clearstream
Banking S.A. to Banca UBAE S.P.A.
MBB Clean Energy AG
Disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in custody
by Clearstream Banking AG. MBB issued a first tranche of the bond in April 2013 and a second tranche
of the bond in December 2013. The global certificates for the two tranches of the bond were delivered
into Clearstream Banking AG by the paying agent of the issuer. The disputes relate to the non-payment
of the bond and the purported lack of validity of the bond. Clearstream Banking AG's role in the context
of the purported lack of validity of the MBB bond is primarily to safekeep the global certificate as nation-
al central securities depository. Insolvency proceedings have meanwhile been opened in respect of the
issuer, MBB.
Proceedings by the Public Prosecutor's Office in Cologne
39.2
Amount as at
286
40%
The Executive Board manages the company at its own responsibility; the Chief Executive Officer (CEO)
coordinates the activities of the Executive Board members. In financial year 2017, the Executive Board
of Deutsche Börse AG had five members. CEO Carsten Kengeter retired from the Executive Board with
effect from 31 December 2017. He was succeeded by Theodor Weimer on 1 January 2018. The
remuneration system and the remuneration paid to the individual members of the Executive Board are
described in detail in the ☑ remuneration report.
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 Group's internal management and for financial
reporting (see the ☑table entitled “Deutsche Börse Group's reporting segments" for details). The Group
plans to adapt its internal segment management with effect from the first quarter of 2018. Consequently,
a more detailed segment reporting will be established to further enhance transparency. The Eurex
Deutsche Börse Group's reporting segments
Reporting segment
Eurex
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, although the Annual General Meeting may determine a shorter term of office when electing
members. The Supervisory Board of Deutsche Börse AG has twelve members: eight shareholder
representatives and four employee representatives. Effective as of the 2018 Annual General Meeting,
Deutsche Börse AG's Supervisory Board will consist of an equal number of shareholder representatives
and employee representatives. Further details are described in the “Combined corporate governance
statement and corporate governance report" section.
Xetra
Business areas
■ Eurex RepoⓇ over-the-counter (OTC) trading platform
■C7 electronic clearing architecture
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■ Cash market with the Xetra®, Börse Frankfurt and Tradegate trading venues
■ Central counterparty for equities and bonds
Clearstream
The Annual General Meeting rules on the appropriation of the unappropriated surplus, appoints the
shareholder representatives on the Supervisory Board and approves the actions of the Executive Board
and the Supervisory Board. In addition, it rules on corporate actions and other matters governed by
the Aktiengesetz (AktG, German Stock Corporation Act).
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas
of responsibility.
Management
Prague s.r.o.
100%
Clearstream Services S.A.
100%
LuxCSD S.A.
50%
1) Simplified presentation of main shareholdings (rounded values), as at 1 January 2018
2) Economic participation; lower voting rights
3) Direct equity interest European Energy Exchange AG: 11%, direct equity interest Powernext SAS: 40%
4) Direct equity interest Deutsche Börse AG: 75%, direct equity interest Tradegate AG Wertpapierhandelsbank: 25%
5) Direct equity interest Deutsche Börse AG: 14%, direct equity interest Börse Frankfurt Zertifikate AG: 14%
Deutsche Börse Photography
Foundation gGmbH
100%
19
20
Deutsche Börse Group financial report 2017
"
Clearstream Operations
Admission of securities (listing)
■ Global securities financing and collateral management services
IT & Operations,
Data & New Asset Classes
A. Preuss
CFO
G. Pottmeyer
Group Strategy/
Mergers &
Acquisitions
Cash Market, Pre-IPO
& Growth Financing
H. Stars
Core Markets
Development
Market Operations
FX/360T
Financial
Accounting &
Controlling
Group Communi-
cations, Marketing
& Reg. Strategy
Clearing/CCP/CH
Cash Market Sales
& Partner Markets
Cash Market
Development &
Op. Management
J. Tessler
T. Weimer
& Core Markets
■ Investment funds services
■Distribution of licences for trading and market signals
Market Data + Services
■
Development and sales of indices (STOXX)
Technology and reporting solutions for external customers
■ Trading participant connectivity
Executive and Supervisory Boards | Management report | Financial statements | Notes
Fundamental information about the Group
segment will be split into Eurex, Commodities and Foreign Exchange. The Clearstream segment will be
reported as Clearstream, Investment Funds Services and Global Securities Financing. The Market Data
+ Services segment will be divided into index and data business. Furthermore, the Group will continue
to report the Xetra segment results. Recognising the growing importance of these business lines, the
Group will henceforth report their net revenue as well as their cost base - and therefore, profitability.
Organisational structure
The Clients, Products & Core Markets division combines Deutsche Börse Group's derivatives trading
businesses, its clearing house as well as Clearstream's settlement and custody business. Clients,
Products & Core Markets is responsible for coordinating Group-wide product development as well as
global sales activities. The IT & Operations, Data & New Asset Classes division combines Deutsche
Leadership structure of Deutsche Börse Group as at 1 January 2018
Group Executive Board
Clients, Products
CEO
■Custody and settlement services for securities
Securities Services Limited
100%
Clearstream Global
REGIS-TR S.A.
50%
Fundamental information about the Group
Overview of Deutsche Börse Group
Business operations and Group structure
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2017, the Group employed 5,640 people at 39 locations
in 29 countries. 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 trading through transaction clearing and settlement, securities custody,
services for liquidity and collateral management, and the provision of market information, down to the
development and operation of IT systems that support all these processes.
Deutsche Börse AG operates the cash market at Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock
Exchange) with its fully electronic trading venue XetraⓇ. It also offers trading in structured products
(certificates and warrants) in Germany via Börse Frankfurt Zertifikate AG. In addition, Deutsche
Börse AG operates the Eurex Exchange derivatives market via Eurex Frankfurt AG. Commodities spot
and derivatives markets are operated by the Group's indirect subsidiary European Energy Exchange AG
(EEX). Deutsche Börse AG operates a foreign-exchange trading platform via its subsidiary 360 Treasury
Systems AG (360T). The Group also offers clearing services for the cash and derivatives markets (Eurex
Clearing AG). Furthermore, 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
(Clearstream Holding group). These include transaction settlement, the administration and custody of
securities, as well as services for global securities financing and investment funds. Deutsche Börse AG
and Clearstream Services S.A. develop and operate Deutsche Börse Group's technological infrastructure.
Executive and Supervisory Boards | Management report | Financial statements | Notes
This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and
includes the combined non-financial statement according to the CSR directive. It follows the
requirements in accordance with the Handelsgesetzbuch (HGB, German Commercial Code), the
Deutscher Rechnungslegungs Standard Nr. 20 (DRS 20, German Accounting Standard No. 20) and
the Deutscher Rechnungslegungs Änderungsstandard Nr. 8 (DRÄS 8, German Amendment Accounting
Standard No. 8). This management report also takes into account the requirements of the Practice
Statement "Management Commentary” issued by the International Accounting Standards Board (IASB).
Fundamental information about the Group
Shareholding structure of Deutsche Börse Group
Deutsche Börse AG¹)
Eurex Frankfurt AG
100%
360 Treasury Systems AG
100%
Eurex Clearing AG
100%
China Europe International
Exchange AG
The "Shareholding structure of Deutsche Börse Group" chart gives an overview of Deutsche Börse
Group's main shareholdings; its basis of consolidation is presented in full in note 2 to the
consolidated financial statements.
Combined management report
Deutsche Börse Group financial report 2017
18
Combined
management report
18 Fundamental information
about the Group
32 Deutsche Börse AG shares
33 Report on economic position
66 Report on post-balance
sheet date events
66 Combined non-financial statement
88 Risk report
113 Report on opportunities
119 Report on expected developments
126 Deutsche Börse AG
(disclosures based on the HGB)
133 Remuneration report
155 Combined corporate governance statement
and corporate governance report
Eurex Repo GmbH
100%
Börse Frankfurt
Zertifikate AG
Eurex Global Derivatives AG
100%
Commodities GmbH
Pte. Limited
100%
European Commodity
Clearing AG
16%
LLC
100%
Nodal Exchange Holdings,
100%
Powernext SAS
100%
EPEX SPOT SE
11%, 40%³)
Deutsche Boerse
Systems, Inc.
100%
Deutsche Börse
GFF IT
für Börsensysteme mbH
14%, 14%5)
Tradegate Exchange GmbH
75%, 25%4)
100%
Clearstream Holding AG
100%
Deutsche Börse
Services s.r.o.
100%
Clearstream
International S.A.
100%
Impendium Systems Ltd
100%
Clearstream Banking AG
100%
STOXX Ltd.
100%
Clearstream Banking S.A.
100%
DB1 Ventures GmbH
100%
European Energy
Exchange AG
75% 2)
Cleartrade Exchange
BrainTrade Gesellschaft
European Energy
Exchange (EEX)
■ Electronic trading of European derivatives (Eurex Exchange), commodities (EEX group) and foreign
exchange (360T®)
Group Audit
Planned merger with the London Stock Exchange Group prohibited by the European Commission
After the planned merger of Deutsche Börse Group and London Stock Exchange Group (LSEG) had run
into difficulties from a political perspective, following the outcome of the Brexit referendum in the United
Kingdom, the European Commission prohibited the merger at the end of March, citing competition law
concerns. According to the Commission, the merger would have led to a de facto monopoly in the
European market for clearing of fixed-income instruments (bonds and repurchase agreements). LSEG
was not prepared to create a remedy by divesting MTS S.p.A. Both companies had agreed on a merger
in the spring of 2016, and the plan had been approved by investors in both companies.
Deutsche Börse Group financial report 2017
24
23
Deutsche Börse Group is committed to transparent, reliable and liquid financial markets, although it
cannot affect how the volume drivers for these markets develop. However, the Group is able to influence
the other factors to some extent or to control them in full; for instance, it can lobby for a favourable legal
framework for the financial markets or it can develop products and services to support its customers'
business. This also enables it to reduce its dependence on those factors that are beyond its control.
■ Innovative strength: if Deutsche Börse Group succeeds in continually introducing new products and
services for which there is demand on the market, the Group will further grow its business.
■ Structural changes in the financial markets: e.g. trading activity increases if investment funds make
greater use of derivatives to implement their trading strategies.
Regulatory requirements affecting all market participants: if regulatory initiatives (e.g. EMIR, MiFIR
and Capital Requirements Directives) strengthen the role of exchanges, this will also benefit Deutsche
Börse Group.
■
■ The effect of macroeconomic conditions on the financial markets: e.g. greater stock market volatility
typically leads to higher levels of trading in the cash and derivatives markets and rising interest rates
drive higher net interest income and trading volumes of interest rate derivatives.
Deutsche Börse Group's ability to achieve its organic growth targets depends on the following factors,
among others:
Deutsche Börse Group has a scalable business model, which permits higher business volumes at
relatively minor additional costs. With a strong business performance and organic or external growth,
this means that income growth will exceed cost increases. To reinforce the scalability of its business
model, the Group has introduced clearly defined profit growth targets. Accordingly, it anticipates
structural net revenue increases of at least 5 per cent annually, based on its current business portfolio.
The Group is targeting at least 10 per cent increases in earnings before interest, tax, depreciation and
amortisation (EBITDA) and consolidated net profit for the period attributable to Deutsche Börse AG
shareholders.
Likewise, the Group has conducted an in-depth review of its organic growth initiatives, and reprioritised
where appropriate. In this context, the Group pursues an accelerated expansion into new markets and
asset classes. Within the scope of various initiatives, it aims for a markedly higher degree of innovation
(please refer to the ☑ report on opportunities). Moreover, the remuneration system for the Executive
Board and executive staff has created stronger incentives for growth in the individual divisions. As far as
external growth opportunities are concerned, the focus is on strengthening existing high-growth areas,
and on exploring new asset classes and services.
In the context of its growth strategy, Deutsche Börse Group has implemented far-reaching organisational
changes and defined its financial targets. As part of that, the company is constantly assessing its future
competitive positioning, profitability, innovative strength, and strategic benefits of all its shareholdings
and own activities. Deutsche Börse pursues the goal of becoming the number one or number two player
in every business area the company operates in - a goal that requires active management of the
business portfolio.
Fundamental information about the Group
Executive and Supervisory Boards | Management report | Financial statements | Notes
infrastructure provider of choice, being top-ranked in all its activities. In order to achieve this strategic
objective, Deutsche Börse has launched a broad range of initiatives, and triggered a cultural change
throughout the company.
-
In order to maintain its leading position among exchange organisations and to grow further, Deutsche
Börse Group pursues its Group-wide growth strategy with the following objectives: to actively participate
in global competition among capital markets infrastructure providers - in an agile, ambitious and
effective manner with a strong client focus and to turn Deutsche Börse into the global market
The efficiency of this business model can be seen from the fact that Deutsche Börse Group has
generated strong cash flows from operating activities for many years and that it is one of the most
cost-effective providers of trading, clearing and settlement services among comparable products.
Developing and operating proprietary electronic systems for all processes along the value chain
Organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
Following prohibition of the merger, Deutsche Börse Group focused on the continuation of its generic
growth strategy. Moreover, the company intends to also pursue external growth options. In this context,
the main focus will be on growth areas such as the index and data business, as well as on transactions
designed to broaden the product and service portfolio.
Management approach for a Group-wide commitment to sustainability
Deutsche Börse Group's objectives and strategies include discharging its corporate responsibility
holistically. In line with this, its management approach is guided by three action-based principles that
aim to sustainably strengthen and preserve the value added to the economy and to society by Deutsche
Börse Group:
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process, and something that the company is working constantly to enhance. In this context, providing
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with both customers and the general public.
Chief Compliance
Officer
The purpose of the accounting-related ICS is to ensure orderly accounting practices. The central
Financial Accounting and Controlling (FA&C) division is primarily responsible for preparing the accounts
at Deutsche Börse AG and its consolidated subsidiaries. FA&C is supported in this task by decentralised
units, which have to comply with the standards set by FA&C. Group Tax is responsible for determining
tax items within the scope of the accounting; the relevant department heads are responsible for the
related processes, including effective security and control measures. The goal is to ensure that risks
in the accounting process are identified early on so that remedial action can be taken in good time.
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises
rules to manage the company's activities as well as guidelines defining how compliance with these
rules is monitored. Monitoring tasks are implemented through process-integrated measures (such as
organisational safeguards and controls) as well as through process-independent measures. All business
divisions are responsible that Group-wide ICS requirements are met in their respective areas of
responsibility.
Internal control system as part of the financial reporting process
Further information on the Group's financial position is presented in the ☑"Financial position" section
of this combined management report.
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas. The
main financial criteria are key performance indicators such as net present value (NPV), the payback
period and the return after tax, which are calculated on the basis of the project or business plans. Risks
are monitored at all levels of project work, i.e. both when prioritising and steering projects and during
ongoing project management.
The interest coverage ratio is the ratio of EBITDA to the interest expense from financing activities. As part
of its capital management programme, the Group aims to achieve an interest coverage ratio of at least
16 for Deutsche Börse Group. In addition, the goal is to achieve a maximum ratio of interest-bearing
gross debt to EBITDA of 1.5 at Group level. The latter performance indicator is particularly important at
present in protecting the Group's current AA rating. The goal of the Clearstream subgroup is to maintain
an interest coverage ratio of 25 and to comply with other capital adequacy measures to protect its
current AA rating. Because Clearstream had no financial liabilities from non-banking business in either
the reporting period or the previous year, no interest coverage ratio had to be calculated for the
subgroup.
The balance sheet key performance indicators include cash flows from operating activities, a predefined
liquidity target and equity less intangible assets. Liquidity planning aims at maintaining enough liquidity
to meet operating costs for one quarter (currently between €150 million and €250 million). There is no
set target for the Group's management of its equity less intangible assets KPI; rather, the objective is to
maintain a positive figure.
Deutsche Börse Group financial report 2017
26
Providing these services for different asset classes such as equities, bonds, funds, commodities,
foreign-exchange (FX) products, fixed-income products and derivatives on these underlyings
25
Around 80 per cent of Deutsche Börse Group's costs are fixed costs (unadjusted). As a result, the Group
can handle higher volumes of business without a significant increase in costs. Conversely, 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.
To facilitate transparency in reporting costs and results and to increase comparability with competitors,
Deutsche Börse Group has been separately disclosing operating costs as well as depreciation,
amortisation and impairment losses since the second quarter of 2017, introducing earnings before
interest, tax, depreciation and amortisation (EBITDA) as an additional parameter. Consequently,
operating costs include staff costs as well as other operating expenses, but exclude depreciation,
amortisation and impairment losses. Staff costs consist of wages and salaries, social security con-
tributions and the cost of retirement benefits. They are subject to inflation adjustments and depend
partially on the company's performance, as they also include a variable remuneration. Other operating
expenses mainly comprise the costs of developing and operating the Group's technological infrastructure,
office infrastructure costs and marketing costs. Depreciation, amortisation and impairment losses include
depreciation and amortisation of, and impairment losses on, intangible assets and property, plant and
equipment.
Volume-related costs normally correlate with business development in the relevant business areas,
such as fees and commissions from banking business or the cost of purchasing price data. In addition,
various licence fees (e.g. for index licences) contribute to volume-related costs.
Net revenue is composed of sales revenue plus net interest income from banking business and from
other operating income, less volume-related costs. Sales revenue from external customers is generally
dependent on the growth factors described above (the performance of the financial markets, regulatory
and structural changes, and the Group's innovative strength). Net interest income from banking business
is dependent on how Clearstream's international settlement business performs, on the one hand, and on
developments of short-term interest rates, particularly in the USA and in the eurozone, on the other. In
addition to income from the Clearstream segment, net interest income has also included interest income
and expenses in the Eurex segment. This income is generated by the Group's clearing houses from
investing their clients' cash collateral. Other operating income results from exchange rate differences,
among other things.
Deutsche Börse Group's internal management system is based on key performance indicators taken from
the consolidated income statement (net revenue, operating costs excluding depreciation, amortisation
and impairment losses, EBITDA, the Group's net profit for the period attributable to Deutsche Börse AG
shareholders) and the balance sheet (cash flows from operating activities, liquidity, equity less intangible
assets). Additionally, the system includes key performance indicators that are derived from the adjusted
consolidated income statement and the balance sheet (interest coverage ratio, interest-bearing gross debt
/ EBITDA and return on shareholders' equity).
Internal management
Executive and Supervisory Boards | Management report | Financial statements | Notes
Fundamental information about the Group
Deutsche Börse Group established a Group Sustainability Board to develop the Group-wide sustainability
strategy, and to advise the Executive Board on sustainability issues. The Board convenes twice a year;
its 16 members comprise three representatives each of the five reporting segments, plus the Head of
Group Sustainability. First successes are already evident: by incorporating performance indicators into
the disclosure of its sustainability efforts, Deutsche Börse Group improved the presentation of its value
creation chain, thus linking these indicators more clearly to its core business.
■ Increasing public awareness. The Group is part of civil society and as such has a responsibility towards
it. It is committed to fulfilling this role both in Germany and in its international locations. It systematic-
ally bases its actions on local requirements and, as a good corporate citizen, takes part in long-term
cooperative initiatives aimed at strengthening structures in the non-profit sector.
▪ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
business activities are conducted responsibly and with a view to the future. In addition, the Group
pursues a sustainable human resources policy and is committed to the environment and hence to
conserving resources. It enhances its commitment to sustainability and related reporting on an ongoing
basis in order to establish itself as a long-term role model on the market.
Deutsche Börse Group manages its EBITDA using net revenue and operating costs. At Group level, the
net profit for the period attributable to Deutsche Börse AG shareholders also serves as a performance
indicator for internal management.
"
Management systems
■ Integrating different financial market services such as trading, clearing, settlement, securities custody,
liquidity and collateral management, as well as index and market data services
Data IT
Asset Servicing
Growth Financing
Investment Funds
Services & GSF
Chief Risk Officer
Corporate
Systems
Derivatives &
Cash Trading IT
Digitisation/
Platforms
Group Venture
Portfolio
Management
Group Business &
Product
Development
Group Organi-
sational Services
Human Resources
Digital Workplace
Community
Development
Settlement &
Custody
Core Products
Group Legal &
Regulatory Affairs
Investor Relations
Executive Office
IFS IT
Pre-IPO &
Capital Markets
■
Group Client
Services &
Administration
Treasury
Chief of Staff
Clearing IT
Innovation (ext.)
Deutsche Börse's business success is founded on its business model: its broadly diversified product and
service range covers the entire value chain for financial market transactions. The business model aims
to offer customers reliable services in an efficient and cost-effective manner, based on the following key
principles:
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's
business model enhances the capital markets' stability, efficiency and integrity. Issuers benefit from the
low capital costs it offers, while investors enjoy high liquidity and low transaction costs. At the same
time, Deutsche Börse stands for transparent, secure capital markets in which organised trading is based
on free price formation.
Group Sales
Deutsche Börse Group's objectives and strategies
Objectives and strategies
Börse Group's IT activities and market operations. Technological transformation and digitisation are
key issues which are advanced by this division - in close coordination with the CEO. The market data
business, the electronic foreign-exchange trading platform 360T®, as well as EEX group also belong to
this division. Deutsche Börse Group's cash market businesses – comprising the trading venues Xetra,
the Frankfurt Stock Exchange, and the certificates and warrants business - are allocated to the Cash
Market, Pre-IPO & Growth Financing division. The division is also responsible for the build-up of
a pre-IPO market and for tools for growth financing. The portfolio of the Chief Financial Officer (CFO)
includes, amongst others, risk management, compliance, investor relations and portfolio management.
The responsibilities of the CEO include Group Strategy, the area of Group Legal & Regulatory Affairs
and Human Resources, as well as innovation; moreover, he provides strategic impetus in the areas
of technological transformation and digitisation. The current organisational set-up is shown in the
"Leadership structure of Deutsche Börse Group as at 1 January 2018" chart.
22
21
Group Tax
Compensation
Officer
Management
Deutsche Börse Group financial report 2017
Services
Market Data +
Group Project
Risk IT
Derivatives
Markets Trading
IT Infrastructure
Settlement IT
Strategic Finance
Portfolio
Energy
59,692
0
0
93,307
Total
5,830
-9,572
147,713
0
0
For further information on the number of stock options granted to Executive Board members, and on the
remuneration system for Executive Board members, please refer to the □ remuneration report.
-50,562
362,677
218,706
0
To the Executive Board
executives
2017
Group Share Plan (GSP)
2016
Fully settled
cash options
Options
forfeited
Balance as at
84,177
31 Dec 2017
-9,572
56,392
88,021
0
269,370
To other senior
134,529
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 2017 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.
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2017 financial year. All transactions were
concluded at prevailing market terms.
40. Executive bodies
31 Dec
Tranche
31 Dec
31 Dec
୮
Outstanding balances:
liabilities
Outstanding balances:
receivables
transactions: expenses
Amount of the
Amount of the
transactions: revenue
Transactions with related entities
Business relationships with related parties
Business relationships with related parties and key management personnel
In financial year 2017, the employee representatives on Deutsche Börse AG's Supervisory Board receiv-
ed salaries (excluding Supervisory Board remuneration) amounting to €0.5 million (2016: €0.5 million).
The total consists of the respective total gross amounts for those employee representatives who drew
salaries from Deutsche Börse AG in the year under review.
The aggregate remuneration paid to members of the Supervisory Board in financial year 2017 was
€1.8 million (2016: €1.8 million).
Supervisory Board
The remuneration paid to former members of the Executive Board or their surviving dependants amounted
to €4.3 million in 2017 (2016: €4.5 million). The actuarial present value of the pension obligations
was €69.9 million at 31 December 2017 (2016: €74.2 million).
The members of the company's executive bodies are listed in the “The Executive Board” and “The
Supervisory Board" chapters of this financial report.
41. Corporate governance
On 12 December 2017, 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 the com-
bined corporate governance statement and corporate governance report).
42. Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG as well
as the companies classified as associates of Deutsche Börse AG, investors and investees, 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.
In the reporting period, an expense totalling €3.6 million (2016: €2.6 million) was recognised in staff
expense for the GSP.
Executive and Supervisory Boards | Management report | Financial statements Notes
Other disclosures
Executive Board
In 2017, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits, amounted to a total of €15.3 million (2016: €20.4 million).
During the 2017 financial year, expenses of €3.7 million (2016: €2.7 million) were recognised in con-
nection with the Co-Performance Investment Plan (CPIP). In addition, expenses of €6.5 million were
recognised in connection with the Performance Share Plan (PSP) during the year under review.
The actuarial present value of the pension obligations to Executive Board members was €21.2 million
as at 31 December 2017 (2016: €21.5 million). Expenses of €1.8 million (2016: €2.8 million) were
recognised as additions to pension provisions.
Former members of the Executive Board or their surviving dependants
295
Tranche
2015
31 Dec 2016
31 Dec 2017
Settlement
obligation
Number
€
€
€
€m
Current
provision as at
31 Dec 2017
€m
Non-current
provision as at
31 Dec 2017
€m
124,957
96.80
96.80
96.80
60.02
7.5
2017
€m
96.80
147,713
2017
4.6
0
Fair value/
option as at
3.7
96.80
96.80
90,007
2016
7.5
0
40.60
option as at
31 Dec 2017
31 Dec 2017
31 Dec 2017
Total
362,677
14.1
0
17.5
Provisions for the CPIP and the PSP amounting to €17.5 million were recognised at the reporting date of
31 December 2017 (31 December 2016: €5.1 million). Of the provisions, €14.8 million were attributa-
ble to members of the Executive Board (2016: €4.6 million). The total expense for CPIP and PSP stock
options in the reporting period was €12.3 million (2016: €4.1 million). Of that amount, an expense of
€10.2 million was attributable to members of the Executive Board active at the reporting date (2016:
€3.6 million).
5.4
293
Deutsche Börse Group financial report 2017
Change in number of CPIP and PSP shares allocated
Additions/
(disposals)
Additions/
(disposals)
Additions/
(disposals)
Balance as at
294
Tranche
2015
0
13.83 to 19.84
Tranche
as at
Balance as at
Intrinsic value/
Deutsche
Börse AG
share price
Valuation of CPIP and PSP shares
2.9
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
80.00
220.00
%
Net profit for the period attributable to Deutsche Börse AG
shareholders
112.00
132.00
250.00
2016
-23,949¹)
-23,949
2017
€m
353.2
In the reporting period, minimum lease payments amounting to €68.8 million (2016: €58.5 million)
were recognised as expenses. For subleases or contingent rentals, no expenses were incurred in the
reporting period (2016: nil).
Operating leases for buildings, some of which are subleased, have a maximum remaining term of six
years. The lease contracts usually terminate automatically when the lease expires. The Group has options
to extend some leases.
Expected rental income from subleases ¹)
Up to 1 year
1 to 5 years
Total
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
31 Dec 2017
31 Dec 2016
€m
€m
102.00
0.7
0.6
2.3
0
Valuation parameters for SBP shares
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
stock options.
Evaluation of the SBP
For further information on the number of stock options granted to members of the Executive Board, and
the remuneration system for members of the Executive Board applicable since 1 January 2016, please
also refer to the remuneration report.
The SBP for members of the Executive Board of Deutsche Börse AG was terminated prematurely on
31 December 2015. Settlement of the stock bonus from the 2013 to 2015 tranches took place in the
first half of 2016; payments made from the 2014 and 2015 tranches were subject to a restriction on
disposal until 31 December 2016 and 31 December 2017, respectively. According to the remuneration
scheme launched in 2016, members of the Executive Board are obliged to invest the payments made in
Deutsche Börse AG shares, where not restricted by legal provisions.
For the stock bonus of senior executives under the 2014 tranche, Deutsche Börse AG has an option to
settle a beneficiary's claim in cash or shares. The company resolved a cash settlement for claims relating
to the 2014 tranche due in March 2018. Cash settlement has been agreed upon with the introduction
of the 2015 tranche.
324.6
Other disclosures
Executive and Supervisory Boards | Management report | Financial statements
In the reporting period, the company established an additional tranche of the SBP. In order to participate
in the SBP, a beneficiary must have earned a bonus. The number of stock options for senior executives
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 quar-
ter of the financial year in question. Neither the converted SBP bonus nor the stock options are paid at
the time the bonus is determined. Rather, the entitlement is generally received two or three years after
the grant date (waiting period). Within this period, beneficiaries cannot assert shareholder rights (in par-
ticular, the rights to receive dividends and attend the Annual General Meeting). 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 shares in electronic trading on the Frankfurt Stock Exchange) is multiplied by
the number of stock options.
Stock Bonus Plan (SBP)
39. Share-based payment
0.6
3.0
Notes
116.7
84.0
176.7
There were no minimum lease payments from finance leases for Deutsche Börse Group neither as at
31 December 2017 nor as at 31 December 2016.
Finance leases
38. Leases
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks.
cess has been developed to recognise and evaluate these risks, which are initially recognised depending
on the probability of occurrence. In a second step, these risks are measured on the basis of their expect-
ed value. A tax provision is recognised in the event that it is more probable than not that the risks will
occur. Deutsche Börse Group continuously reviews whether the conditions for recognising corresponding
tax provisions are met.
pro-
Tax risks
287
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. The Group
recognises provisions for litigation and regulatory matters when it has a present obligation arising from a
past event, an outflow of resources with economic benefit to settle the obligation is probable, and it is
able to reliably estimate the amount. In such cases, there may be an exposure to loss in excess of the
amounts recognised as provisions. When the conditions are not met, the Group does not recognise a
provision. As a litigation or regulatory matter develops, Deutsche Börse Group evaluates on an ongoing
basis whether the requirements to recognise a provision are met. The Group may not be able to predict
what the eventual loss or range of loss related to such matters will be. The 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 data as a whole.
On 26 October 2017, Carsten Kengeter informed the Supervisory Board of Deutsche Börse AG that he
would like to step down as the company's Chief Executive Officer with effect from 31 December 2017.
The Supervisory Board accepted this request.
investigations could lead from a closure of the proceedings due to lack of adequate suspicion to an
indictment. The court has returned the matter, both as relates to the investigation proceedings against
Carsten Kengeter as well as to potential actions against Deutsche Börse AG, to the Public Prosecutor
which will now decide upon further procedural steps.
Other disclosures
Notes
Executive and Supervisory Boards | Management report | Financial statements
-9,519¹)
-9,519
Following expert consultation, Deutsche Börse AG continues to believe the allegations made are
unfounded in all respects.
Tranche 2017
288
Operating leases (as lessee)
177.2
59.8
63.4
€m
€m
31 Dec 2016
Deutsche Börse Group financial report 2017
31 Dec 2017
Total
More than 5 years
1 to 5 years
Up to 1 year
Minimum lease payments from operating leases"
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.
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
€m
Tranche 2016
Risk-free interest rate
12.6
transactions
Total of business
0
0
0
0
-1.0
0
0.5
0
Other shareholdings
-3.6
-1.5
2.5
2.9
-12.3
2016
2017
2016
2017
31 Dec
2016
€m
13.5
€m
€m
€m
Associates
12.6
13.0
-18.5
€m
-18.5
-13.3
2.9
%
Dividend yield
17.73
-0.78
-0.64
17.82
31 Mar 2018
1.82
Tranche 2014
28 Feb 2020
-0.5
22.63
23.18
%
Volatility of Deutsche Börse AG shares
28 Feb 2021
-0.34
%
Tranche 2015
31 Mar 2019
Term to
Exercise price
0
2.5
-1.5
-3.6
296
Deutsche Börse Group financial report 2017
Monetary business relationships 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.
European Commodity Clearing Luxembourg S.à r.I., Luxembourg, (ECC Luxembourg), - a subsidiary of
European Commodity Clearing AG and therefore a member of the EEX group entered into a managing
director agreement with IDS Lux S.à r.I., Luxembourg. The subject of the agreement is to provide a natu-
ral person for the function of managing director in the management of ECC Luxembourg. In addition to
this position as managing director of ECC Luxembourg, this person is also a member of the key manage-
ment personnel at IDS Lux S.à r.I. ECC Luxembourg paid €14.0 thousand for these management ser-
vices during the 2017 financial year.
Moreover, a member of the Supervisory Board of STOXX Ltd., Zurich, Switzerland, also holds a key man-
agement position within the law firm Lenz & Staehelin, Geneva, Switzerland. Deutsche Börse Group
reported expenses to this law firm of €394.8 thousand in the 2017 financial year. As at 31 December
2017, liabilities amounted to €20.7 thousand.
The Board of Directors of Powernext SAS, Paris, France, a subsidiary of European Energy Exchange AG,
Leipzig, Germany, comprises representatives of other shareholders of Powernext SAS. These shareholder
representatives also hold key positions in the following companies which were Powernext SAS's share-
holder companies until its full acquisition by European Energy Exchange AG: GRTgaz, Bois-Colombes,
France (parent company of 3GRT, Tarascon, France), and EDEV S.A., Courbevoie, France. During the
2017 financial year, Powernext SAS rendered development and maintenance services for customised
software solutions in the area of market coupling and balancing, as well as in connection with an elec-
tronic trading platform for 3GRT. The company generated €612.5 thousand in revenue with these
services during the 2017 financial year. As at 31 December 2017, receivables amounted to €151.5
thousand.
The Board of Directors of LuxCSD S.A., Luxembourg, an associate from Deutsche Börse Group's perspec-
tive, comprises two members of management of fully consolidated subsidiaries who are maintaining a
key position within these subsidiaries of Deutsche Börse Group. There have been business transactions
with Clearstream Banking S.A., Luxembourg, Clearstream Services S.A., Luxembourg, Clearstream Inter-
national S.A., Luxembourg, and Clearstream Banking AG, Frankfurt/Main, Germany, to LuxCSD S.A.
Overall, revenue of €2,127.2 thousand as well as expenses of €1,283.3 thousand were recognised for
such contracts during the 2017 financial year.
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany, an associate of Deutsche
Börse Group. During the 2017 financial year, Deutsche Börse Group realised revenue of €3,627.7 thou-
sand and incurred expenses of €15,843.1 thousand based on the business relationship with Deutsche
Börse Commodities GmbH.
1.62
0
-
%
0
0
Volatility of Deutsche Börse AG shares
%
-0.72 to
-0.18
17.44 to
23.40
-0.78 to
-0.34
-0.78 to
-0.50
-0.78 to
-0.64
O to 23.4
0 to 23.4
O to 21.73
Dividend yield
%
2.43
Exercise price
€
0
0 to 2.43
0
0 to 2.43
option as at
31 Dec 2017
as at
31 Dec 2017
€
31 Dec 2017
Number
Tranche
as at
Intrinsic value/
%
Börse AG
share price
Deutsche
Valuation of LSI and RSU shares
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
0
0
O to 2.43
Balance
Fair value/
option as at
Risk-free interest rate
31 Dec 2016-
31 Dec 2020
Options
forfeited
Balance as at
31 Dec 2017
To senior
executives
132,186¹
0
0
-5,629
16,347
72,038
1,568
69,298
1) Given that the 2017 SBP tranche stock options for senior executives will not be granted until 2018, the number of shares applicable as at the reporting date may
be adjusted subsequently.
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to
provide share-based remuneration in line with regulatory requirements. This programme was extended
in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans.
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled in
cash and half in shares of Deutsche Börse AG (LSI shares). A portion of the variable remuneration is
paid in the subsequent year and another portion over a further period of three or four years. Moreover, a
portion of the variable remuneration shall be converted into RSU, subject to a three-year retention period
after grant and a one-year waiting period (RSU shares).
Executive and Supervisory Boards | Management report | Financial statements
31 Dec 2017-
31 Dec 2021
31 Dec 2018-
31 Dec 2022
Term
2014
Tranche
Tranche
2015
31 Dec 2017-
31 Dec 2019
Tranche
2016
Valuation parameters for LSI and RSU shares
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
LSI and RSU stock options.
Evaluation of the LSI and the RSU
The number of LSI and RSU shares is calculated by dividing the proportionate LSI or RSU bonus,
respectively, for the year in question by the average closing price of Deutsche Börse AG shares in the last
month of a financial year. This results in individual LSI tranches for the LSI bonus, which have
maturities of between one and up to five years. The RSU bonus is used as a basis for a further four-year
tranche. Payment of each tranche is made after a waiting period of one year. The remuneration system
does not stipulate any condition of service. Following the expiry of the waiting period, both the LSI and
the RSU shares are measured on the basis of the average closing price of Deutsche Börse AG shares in
the last month preceding the end of the waiting period. Settlement is generally made in cash, although
the employer has the right to settle by delivering Deutsche Börse AG shares for the 2014 tranche.
Other disclosures
Notes
Tranche
2017
Settlement
Current
provision as at
Non-current
provision as at
7.4
0
7.4
Total
224,652
20.7
4.3
16.4
1) Given that some of the 2014 to 2017 tranche stock options will only be granted in future financial years, the number of shares applicable as at the reporting date
may be adjusted subsequently.
291
292
Deutsche Börse Group financial report 2017
The carrying amount of the provisions for the LSI and the RSU results from the measurement of the
number of LSI and RSU stock options at the fair value of the closing auction price of Deutsche Börse
shares in electronic trading at the Frankfurt Stock Exchange as at the reporting date.
Provisions amounting to €20.7 million were recognised as at 31 December 2017 (31 December 2016:
€13.1 million). The total expense for LSI stock options in the reporting period amounted to €9.7 million
(31 December 2016: €7.6 million).
Additions/
(disposals)
Tranche
2017
Fully settled
cash options
Options
forfeited
182,978
Total
182,978
To senior
executives
Tranche
2016
Additions/
(disposals)
6.7
Tranche
2015
Tranche
2014
Additions/
(disposals)
Change in number of LSI and RSU shares allocated
Balance as at
31 Dec 2016
31 Dec 2017
Balance as at
Additions/
(disposals)
2.7
9.4
87.93-97.36
85.85-94.50
92.26-97.36
96.80
96.80
15,379¹)
2014
€m
1.5
€m
€
€
31 Dec 2017
Relative total shareholder return
obligation
31 Dec 2017
€m
Fully settled
cash options
0.7
2015
96.80
96.80
96.80
83,775¹)
2017
96.80
100,338¹)
0.8
2016
0.9
2.4
90.07-97.36
96.80
96.80
25,160"
1.5
Additions
Tranche
2017
31 Dec 2017
Additions/
(disposals)
Tranche
2015
On 1 January 2016, the Group launched its new share-based remuneration programme, the Perfor-
mance Share Plan (PSP), for the Executive Board of Deutsche Börse AG as well as selected executives
and employees of Deutsche Börse AG and participating subsidiaries. The 100 per cent stock bonus
target was calculated in euros for each Executive Board member. The 100 per cent stock bonus target
for selected executives and employees of Deutsche Börse AG and participating subsidiaries is defined by
the responsible decision-making bodies.
In financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP) was
introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time parti-
cipation. The appropriate number of phantom shares was calculated based on the number of shares
granted and the increase of Deutsche Börse AG's net profit for the period attributable to shareholders of
Deutsche Börse AG, as well as 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 Finan-
cials Index entities. The performance period for the measurement of the performance criteria commenc-
ed on 1 January 2015 and ends on 31 December 2019. The shares are subject to a performance
period of five years and a holding period until 31 December 2019. The subsequent payment of the
stock bonus will be settled in cash, by 31 March 2021.
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
1) Given that some of the 2014 to 2017 tranche stock options will only be granted in future financial years, the number of shares applicable as at the reporting date
may be adjusted subsequently.
224,652
0
224,652
0
83,775¹)
83,775
-8,633¹)
-8,633
1.21
0
0
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
Intrinsic value/
31 Dec 2017
Non-current
provision as at
Current
provision as at
31 Dec 2017
obligation
31 Dec 2017
Settlement
Based on the PSP 100 per cent stock bonus target, the corresponding number of phantom shares for
each beneficiary is calculated by dividing the stock bonus target by the average share price (Xetra clos-
ing price) of Deutsche Börse AG's shares in the last calendar month preceding the performance period.
Any right to payment of a PSP stock bonus vests only at the end of a five-year performance period.
Fair value/
option as at
€
Number
31 Dec 2017
as at
Balance as at
31 Dec 2017
Tranche
option as at
31 Dec 2017
€
€
The final number of performance shares is calculated by multiplying the original number of performance
shares with the level of overall target achievement. The PSP level of overall target achievement is based
on 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
Other disclosures
0
Additions/
(disposals)
Tranche
2016
0
€
Exercise price
0
0
0
%
Dividend yield
21.73
23.40
22.25
%
Volatility of Deutsche Börse AG shares
-0.64
-0.50
of the STOXX Europe 600 Financials Index; and secondly, on the increase of Deutsche Börse AG's net
profit for the period attributable to shareholders of Deutsche Börse AG. The two performance factors con-
tribute 50 per cent each to calculate overall target achievement.
The payout amount is calculated by multiplying the final number of performance shares with the average
share price (Xetra closing price) of Deutsche Börse AG's shares in the last calendar month preceding the
performance period, plus the total of dividend payments made during the performance period based on
the final number of performance shares. The plans are settled in cash.
Evaluation of the CPIP and the PSP
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
CPIP and PSP stock options.
Valuation parameters for CPIP and PSP shares
Tranche 2017
Notes
Term to
31 Dec 2021
Tranche 2016
31 Dec 2020
Tranche 2015
31 Dec 2019
%
-0.34
Risk-free interest rate
€m
Executive and Supervisory Boards | Management report | Financial statements
€m
of the exercised
stock options
Average price
2016
2015
2014
2013
of the forfeited
stock options
Tranche
Deutsche Börse Group financial report 2017
290
289
1) Given that the 2017 tranche stock options for senior executives will not be granted until 2018, the number of shares applicable as at the reporting date may be
adjusted subsequently.
2.3
1.6
Average price of the exercised and forfeited stock options
3.9
€
83.18
Additions/
(disposals)
Tranche
2014
Balance as at
31 Dec 2016
€m
Change in number of SBP shares allocated
Provisions for the SBP amounting to €3.9 million were recognised at the reporting date of 31 December
2017 (31 December 2016: €7.3 million). The total expense for the stock options in the reporting period
was €2.9 million (2016: €2.3 million).
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic trading
at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the waiting
period.
€
The stock options from the 2013 SBP tranche were exercised in the reporting period following expiration
of the waiting period. Shares of the SBP tranches 2014, 2015 and 2016 were paid to former employ-
ees as part of severance payments in the year under review.
93.71
44.10
89.85
65.58
88.43
74.65
34.47
69,298
Average price
96.80
0
1.0
67.30
96.80
2014
15,445
2016
2015
1.6
1.6
76.98-95.86
96.80
Total
96.80
0
19,532
1.0
96.80
0.4
0
0.4
21.94
96.80
16,347¹)
2017
96.80
0
0.9
44.87
96.80
0.9
17,974
303
The assumptions for determining the tax provisions are appropriate.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Auditor's Report
■ the combined corporate governance statement and
Other Information
Management is responsible for the other information. The other information comprises:
The other intangible assets with indefinite useful lives are subject to an impairment test by the company
at least once a year and also on an ad hoc basis, if appropriate. For this purpose, Deutsche Börse AG
determines the recoverable amounts of the intangible asset or cash-generating units, in case no inde-
pendent cashflows can be allocated to that specific intangible asset, either on the basis of the value in
use or on the basis of the fair value less costs of disposal. The result of these valuations is highly de-
pendent on assumptions concerning the future cash inflows based on the corporate planning as well as
the defined parameters. As a result, the valuations are subject to discretion. Any need for impairment
that may result can have material impacts on the statement of the assets, liabilities and financial perfor-
mance of Deutsche Börse AG. Therefore, the correct determination of any need for impairment is of par-
ticular significance for the financial statements.
Our opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of assur-
ance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information is
■ materially inconsistent with the consolidated financial statements, with the combined management
report or our knowledge obtained in the audit, or
■ otherwise appears to be materially misstated.
Responsibilities of Management and the Supervisory Board for the Consolidated Financial
Statements and Combined Management Report
Management is responsible for the preparation of the consolidated financial statements that comply, in
all material respects, with IFRSS as adopted by the EU, and the additional requirements of German com-
mercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in com-
pliance with these requirements, give a true and fair view of the assets, liabilities, financial position and
financial performance of the Group. In addition, management is responsible for such internal control as
they have determined necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's
ability to continue as a going concern. They also have the responsibility for disclosing, as applicable,
matters related to going concern. In addition, they are responsible for financial reporting based on the
going concern basis of accounting unless there is an intention to liquidate the Group or to cease opera-
tions, or there is no realistic alternative but to do so.
▪ the remaining parts of the corporate report, with the exception of the audited consolidated financial
statements and combined management report and our auditor's report.
OUR OBSERVATIONS
301
With the support of our employees specialising in local and international tax law, we appraised the tax
calculation, including the risk assessment, of Deutsche Börse AG. Where available, we have also
acknowledged the assessment of external experts engaged by the company. We held meetings with the
management as well as staff from the tax department in order to gain an understanding of the existing
tax risks. We have assessed the competence and the objectivity of external experts and evaluated the
documents they have produced.
The other intangible assets amounted to EUR 911.2 million (previous year: EUR 859.9 million) at 31
December 2017. The other intangible assets thus represent 0.7 per cent of the assets of the Group at
31 December 2017.
Furthermore, management is responsible for the preparation of the combined management report that,
as a whole, provides an appropriate view of the Group's position and is, in all material respects, con-
sistent with the consolidated financial statements, complies with German legal requirements and appro-
priately presents the opportunities and risks of future development. In addition, management is respon-
sible for such arrangements and measures (systems) as they have considered necessary to enable the
preparation of the combined management report that is in accordance with the applicable German legal
requirements and to be able to provide sufficient appropriate evidence for the assertions in the combined
management report.
OUR AUDIT APPROACH
With the support of our valuation experts, we have assessed the valuation models used by the company
as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the calcula-
tion method used to determine the discount rates. We compared the expected cash inflows and outflows
used for the calculations with the current budget plan approved by management. In order to assess the
appropriateness of the assumptions used when the budget plan was drawn up, we first discussed these
in meetings with management. Then we compared the assumptions used with relevant peer group com-
panies, and evaluated analyst reports on the market segments. We furthermore appraised the reliability
of the forecasts in previous years based on whether they occurred or not. Within the scope of our own
sensitivity analyses, we determined whether there would be a need for impairment in the event of possi-
ble changes in the assumptions in realistic ranges.
302
Deutsche Börse Group financial report 2017
OUR OBSERVATIONS
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated in
a balanced way and are within acceptable ranges.
The valuation of provisions for tax risks
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary
of key accounting policies) and note 10 (Income tax expense) in the notes to the consolidated financial
statements. Information on the tax provisions and risks can be found in note 26 (Tax provisions) and
note 37 (Financial liabilities and other risks).
THE FINANCIAL STATEMENT RISK
Deutsche Börse AG operates in a variety of jurisdictions with different legal systems. The provisions for
tax risks amounted to EUR 339.4 million at 31 December 2017.
The application of the local and international tax regulations and of tax relief is complex and associated
with risks. The calculation of tax provisions requires the company to exercise judgement in the assess-
ment of tax issues and to make estimates concerning tax risks. The result of these assessments is de-
pendent to a large extent on assumptions concerning the future interpretation of tax situations in the
course of tax audits and also on decisions of the tax authorities and courts on similar tax situations and
is therefore subject to discretion. Any additional tax expenses can have material impacts on the state-
ment of assets, liabilities and financial performance of Deutsche Börse AG. Therefore, the identification
and correct allocation of provisions for tax risks is of particular significance for the consolidated financial
statements.
Deutsche Börse AG occasionally commissions external experts to assess tax matters.
OUR AUDIT APPROACH
Furthermore, we evaluated the correspondence with the competent tax authorities and assessed the
assumptions used to determine the tax provisions on the basis of our knowledge and experience of the
current application of the relevant legal regulations by the authorities and the courts.
304
Wirtschaftsprüfungsgesellschaft
The Supervisory Board is responsible for overseeing the Group's financial reporting process for the prep-
aration of the consolidated financial statements and of the combined management report.
We declare that the opinions expressed in this auditor's report are consistent with the additional report to
the audit committee pursuant to Article 11 of the EU Audit Regulation (long form audit report).
305
306
Deutsche Börse Group financial report 2017
In addition to the consolidated financial statements, we audited the annual financial statements of
Deutsche Börse AG and carried out various annual audits of subsidiaries. The audits included reviews of
interim financial statements and project-related audits for the implementation of new accounting stand-
ards. Other certification services relate to ISAE 3402 and ISAE 3000 reports, audits of financial state-
ments in the context of M&A activities, and statutory or contractual audits such as audits under the
WPHG, KWG and other contractually agreed assurance services.
Tax services include assistance in the preparation of tax returns, tax appraisals and advice on individual
matters, and tax advice related to the external audit. In addition, we have supported the implementation
of regulatory requirements with quality assurance.
German Public Auditor Responsible for the Engagement
The German Public Auditor responsible for the engagement is Andreas Dielehner.
Frankfurt/Main, 9 March 2018
KPMG AG
Dielehner
Wirtschaftsprüfer
(German Public Auditor)
THE FINANCIAL STATEMENT RISK
Hommel
We were elected as group auditors by the annual general meeting held on 17 May 2017. We were
engaged by the audit committee of the Supervisory Board on 12 September 2017. In compliance with
the transitional provisions of Article 41 (2) of the EU Audit Regulations, we have been engaged as
auditors of the consolidated financial statements of Deutsche Börse AG without interruption since the
2001 financial year.
Deutsche Börse Group financial report 2017
Further information pursuant to Article 10 of the EU Audit Regulation
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or regu-
lation precludes public disclosure about the matter.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and the Combined
Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the com-
bined management report as a whole provides an appropriate view of the Group's position and, in all
material respects, is consistent with the consolidated financial statements and the knowledge obtained
in the audit, complies with the German legal requirements, and appropriately presents the opportunities
and risks of future development, as well as to issue an auditor's report that includes our opinions on the
consolidated financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Gener-
ally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer
(IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements and this
combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
■ Identify and assess the risks of material misstatement of the consolidated financial statements and the
combined management report, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresen-
tations, or the override of internal control.
■ Obtain an understanding of the internal control system relevant to the audit of the consolidated finan-
cial statements, and of arrangements and measures (systems) relevant to the audit of the combined
management report, in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of these systems.
▪ Evaluate the appropriateness of accounting policies used by management and the reasonableness of
estimates made by management and related disclosures.
■ Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or condi-
tions that may cast significant doubt on the Group's ability to continue as a going concern. If we con-
clude that a material uncertainty exists, we are required to draw attention in the auditor's report to the
related disclosures in the consolidated financial statements and in the combined management report
or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on
the audit evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Group to cease to be able to continue as a going concern.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Auditor's Report
▪ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position, and financial performance of the Group in compliance
with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant
to Section 315e (1) HGB.
■ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or busi-
ness activities within the Group to express opinions on the consolidated financial statements and on
the combined management report. We are responsible for the direction, supervision and performance
of the group audit. We remain solely responsible for our opinions.
■ Evaluate the consistency of the combined management report with the consolidated financial state-
ments, its conformity with German law, and the view of the Group's position it provides.
■ Perform audit procedures on the prospective information presented by management in the combined
management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular
the significant assumptions used by management as a basis for the prospective information, and evalu-
ate the proper derivation of the prospective information from these assumptions. We do not express a
separate opinion on the prospective information and on the assumptions used as a basis. There is a
substantial unavoidable risk that future events will differ materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Other Legal and Regulatory Requirements
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary of
key accounting policies) and note 11 (Intangible assets) in the notes to the consolidated financial state-
ments.
Average number of employees during the year
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated in
a balanced way and are within acceptable ranges.
44. Events after the end of the reporting period
For details on the ongoing disputes between the Central Bank of Iran and Clearstream Banking S.A.,
Luxembourg, see note 37.
45. Date of approval for publication
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 6 March 2018. The Supervisory Board is responsible for examining the con-
solidated financial statements and stating whether it endorses them.
297
298
Deutsche Börse Group financial report 2017
Responsibility statement by the Executive Board
To the best of our knowledge, and in accordance with the applicable reporting principles, the consoli-
dated 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 prin-
cipal opportunities and risks associated with the expected development of the Group.
Frankfurt/Main, 9 March 2018
Deutsche Börse AG
thoder wenn
Theodor Weimer
سسا
Things
There was an average of 5,183 full-time equivalent (FTE) employees during the year (2016: 4,731).
Please refer also to the "Employees" section in the combined management report.
Of the average number of employees during the year, 31 (2016: 29) were classified as Managing
Directors (excluding Executive Board members), 335 (2016: 348) as senior executives and 5,201
(2016: 4,718) as employees.
4,731
5,183
Wirtschaftsprüfer
Executive and Supervisory Boards | Management report | Financial statements
Notes
Other disclosures
Two Executive Board members of Deutsche Börse AG are members of the Supervisory Board of China
Europe International AG, Frankfurt/Main, Germany, (CEINEX). This stock corporation is a jointly estab-
lished company of Shanghai Stock Exchange Ltd., Shanghai, China; China Financial Futures Exchange,
Shanghai, China; and Deutsche Börse AG. During the 2017 financial year, Deutsche Börse Group real-
ised revenue of €177.3 thousand and incurred expenses of €216.1 thousand based on the business
relationship with CEINEX.
Other business relationships with key management personnel
Selected executives of Deutsche Börse Group subsidiaries also hold a key management position within
the Clearstream Pension Fund, an “association d'épargne pension" (ASSEP) under Luxembourg law.
By means of cash contributions to this ASSEP, Clearstream International S.A., Clearstream Banking S.A.,
as well as Clearstream Services S.A. fund the defined benefit plan established in favour of their Luxem-
bourg employees.
43. Employees
Andreas Preuss
Employees
Employees (average annual FTEs)
2017
2016
5,567
5,095
5,640
5,176
Employed at the reporting date
Impairment of the other intangible assets
6. Ротер
Haube Plas
accordance with the requirements of European law and German commercial and professional law, and
we have fulfilled our other German professional responsibilities in accordance with these requirements.
In addition, in accordance with Article 10(2) point (f) of the EU Audit Regulation, we declare that we
have not provided non-audit services prohibited under Article 5(1) of the EU Audit Regulation. We
believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opin-
ions on the consolidated financial statements and on the combined management report.
Key Audit Matters in the Audit of the Consolidated Financial Statements
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements for the financial year from 1 January to 31 December
2017. These matters were addressed in the context of our audit of the consolidated financial statements
as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Impairment of the goodwill
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary of
key accounting policies) and note 11 (Intangible assets) in the notes to the consolidated financial state-
ments.
THE FINANCIAL STATEMENT RISK
At 31 December 2017, goodwill amounted to EUR 2,770.9 million (previous year: EUR 2,721.1 mil-
lion). The goodwill thus represents 2 per cent of the assets of the Group at 31 December 2017.
Goodwill is subjected to an impairment test by the company at least once a year and also on an ad hoc
basis, if appropriate. For this purpose, the carrying amount is compared with the recoverable amount of
the cash-generating unit (CGU). Deutsche Börse AG determines the recoverable amounts of the cash-
generating units either on the basis of the value in use or on the basis of the fair value less costs of dis-
posal. If the carrying amount is higher than the recoverable amount, there is a need for impairment.
The result of these valuations is highly dependent on assumptions concerning the future cash inflows
based on the corporate planning as well as the defined parameters. As a result, the valuations are sub-
ject to discretion. Any need for impairment that may result can have material impacts on the statement
of the assets, liabilities and financial performance of Deutsche Börse AG. Therefore, the correct deter-
mination of any need for impairment is of particular significance for the financial statements.
OUR AUDIT APPROACH
With the support of our valuation experts, we have assessed the valuation models used by the company
as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the calcula-
tion method used to determine the discount rates. We compared the expected cash inflows and outflows
used for the calculations with the current budget plan approved by management. In order to assess the
appropriateness of the assumptions used when the budget plan was drawn up, we first discussed these
in meetings with management. Then we compared the assumptions used with relevant peer group
Executive and Supervisory Boards | Management report | Financial statements | Notes
Auditor's Report
companies, and evaluated analyst reports on the market segments. We furthermore appraised the
reliability of the forecasts in previous years based on whether they occurred or not. Within the scope of
our own sensitivity analyses, we determined whether there would be a need for impairment in the event
of possible changes in the assumptions in realistic ranges.
OUR OBSERVATIONS
Deutsche Börse Group financial report 2017
300
We conducted our audit of the consolidated financial statements and combined management report in
accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subsequently
as 'EU Audit Regulation') and in compliance with German Generally Accepted Standards for Financial
Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in
Germany] (IDW). Our responsibilities under those requirements and principles are further described in
the 'Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and Combined
Management Report' section of our auditor's report. We are independent of the group entities in
Basis for the Opinions
Hauke Stars
Jeffy Tester
Jeffrey Tessler
299
Executive and Supervisory Boards | Management report | Financial statements
Notes
Auditor's Report
Gregor Pottmeyer
Independent Auditor's Report
Report on the Audit of the Consolidated Financial Statements and Combined
Management Report
Opinions
We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft, Frankfurt
am Main, and its subsidiaries (the Group), which comprise the consolidated balance sheet as of 31 Dec-
ember 2017, the consolidated income statement, the consolidated statement of comprehensive income,
the consolidated cash flow statement and the consolidated statement of changes in equity for the financial
year from 1 January to 31 December 2017, and notes to the consolidated financial statements, include-
ing a summary of significant accounting policies. In addition, we have audited the combined management
report of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for the financial year from 1 January
2017 to 31 December 2017. In accordance with the German legal requirements we have not audited
the content of the combined corporate governance statement, which is included in the combined man-
agement report.
In our opinion, on the basis of the knowledge obtained in the audit,
■ the accompanying consolidated financial statements comply in all material respects with the IFRSS as
adopted by the EU and the additional requirements of German commercial law pursuant to Sec-
tion 315e(1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these
requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as
of 31 December 2017 and of its financial performance for the financial year from 1 January to 31 Dec-
ember 2017, and
■the accompanying combined management report as a whole provides an appropriate view of the
Group's position. In all material respects, the combined management report is consistent with the con-
solidated financial statements, complies with German legal requirements and appropriately presents
the opportunities and risks of future development. Our opinion on the combined management report
does not cover the content of the combined corporate governance statement mentioned above.
Pursuant to Section 322(3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined manage-
ment report.
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
(German Public Auditor)
We also provide those charged with governance with a statement that we have complied with the rele-
vant independence requirements, and communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence and, where applicable, the related safeguards.
313
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Postal address:
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Mergenthalerallee 61
The Cube
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Ireland
Cork
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Combined management report
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as pdf and in a document library app on the internet:
www.deutsche-boerse.com/annual_report
CORPORATE
REPORTS
as print version at Deutsche Börse Group's publication hotline:
Phone +49 (0) 69-2 11-1 15 10
Fax
+49 (0) 69-2 11-1 15 11
Contact
Investor Relations
E-mail
ir@deutsche-boerse.com
Phone
Fax
+49 (0) 69-2 11-1 16 70
+49 (0) 69-2 11-1 46 08
Publication date
20 March 2018
The German version of this report is legally binding. The company
cannot be held responsible for any misunderstanding or misinter-
pretation arising from this translation.
Reproduction in total or in part - only with the written permission
of the publisher
We would like to thank all colleagues and service providers who
participated in the compilation of this report for their friendly support.
Publications service
The Annual 2017 and the financial report 2017 are both available
in German and English.
Order numbers
1000-4767 (German Annual)
1000-4768 (German financial report)
1010-4769 (English Annual)
1010-4770 (English financial report)
www.deutsche-boerse.com/ir_e
The corporate report 2017 of Deutsche Börse Group is available
here:
Kunst- und Werbedruck, Bad Oeynhausen
Printed by
Combined management report, consolidated financial statements
and notes produced in-house using firesys and SmartNotes.
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Executive and Supervisory Boards | Management report | Financial statements | Notes
Vienna
314
Acknowledgements
Published by
Deutsche Börse AG
60485 Frankfurt/Main
Germany
www.deutsche-boerse.com
Concept and layout
Lesmo GmbH & Co. KG, Dusseldorf
Deutsche Börse AG, Frankfurt/Main
Photographs
Thorsten Jansen (Portraits Joachim Faber and Executive Board)
Jörg Baumann (Title)
Financial reporting system
Deutsche Börse Group financial report 2017
Group Sustainability
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Big data
B
(Agreement on the) Sale of an operation concluded by transferring
the assets of a company to the buyer one by one, as opposed to
a so-called share deal, i.e. a sale concluded by transferring shares
in a company.
Asset deal
Artificial intelligence. The attempt to simulate functions of human
intelligence using computer operations.
ΑΙ
A
OTC trading platform for financial instruments such as FX,
money market or interest rate products from 360T.
360T®
0-9
Glossary
Deutsche Börse Group financial report 2017
308
307
Germany
com/addresses
www.deutsche-boerse.
For more information on our
addresses please visit
United Arab Emirates
P.O. Box: 27250
Dubai
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Level 10, Unit 1006
Conrad Tower Building
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France
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0252 Oslo
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USA
Oslo
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USA
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E-mail
Phone
Fax
Personnel Committee
Nomination Committee 163
Audit Committee 162
Supervisory Board remuneration 154
150
152
Benefits received
Benefits granted
Attendance of Supervisory Board members at meetings in 2017 10
Report of the Supervisory Board
Deutsche Börse AG shares: key figures C7
Deutsche Börse Group: key figures C2
Cover
149
Number of phantom shares
2017 total expense for share-based payments 148
147
Retirement benefits
Employee length of service 131
Tables
Employee age structure 131
Employees per country/region 130
Cash flow statement (condensed) 129.
Non-current assets (condensed) 130
Overview of total costs 129
163
Sales revenue by segment 127
Risk Committee 163
Technology Committee
%
43/52/5
43/50/7
€
98.00
84.00
Average target price set by analysts at year-end
1) Adjusted for exceptional items
2) For financial year 2017, proposal to the Annual General Meeting 2018
3) Based on the volume-weighted average of the daily closing prices
4) Closing price on preceding trading day
5) Intraday price
10
C7
Index of charts and tables
Charts
Cover
Deutsche Börse Group: an overview C3/4
Share price development of Deutsche Börse AG
C5
55
Supervisory Board members' general qualification requirements 165
164
Strategy Committee 164
Performance figures for Deutsche Börse AG 127
Non-financial key indicator: respect for human rights 86
Non-financial key indicators: sustainable index products 84
Business continuity management 102
Required economic capital by segment as at 31 Dec 2017 97
Earnings at risk by segment as at 31 December 2017 97
Operational risk at Deutsche Börse Group 99
by risk type as at 31 Dec 2017 95
Required economic capital for Deutsche Börse Group
Eurex Clearing AG as at 31 Dec 2017 95
Regulatory capital requirements for Clearstream and
Deutsche Börse Group's risk profile 93
The five-stage risk management system 92
Risk management - organisational structure and reporting lines 90
Risk mitigation via netting and overcollateralisation 81
Interlocking business strategy and risk strategy 89
Employees by segment as at 31 December 2017 67
Distribution of value added 63
Origination of value added 63
Net revenue in the Market Data + Services segment 54
Net revenue in the Clearstream segment 54
Net revenue in the Xetra segment 49
Net revenue in the Eurex segment 49
EBITDA by segment 43
Net revenue by segment 43
33
Share price development of Deutsche Börse AG and benchmark indices
in 2017
Leadership structure of Deutsche Börse Group as at 1 Januar 2018 21
Shareholding structure of Deutsche Börse Group 19
Financial risk at Deutsche Börse Group 105
Composition of the total target remuneration 134
Breakdown of the performance bonus 136
Assessing net income growth for the performance bonus 137
Principles governing the Performance Share Plan (PSP) 139
Assessing net income growth for performance shares 140
Assessing the total shareholder return (TSR) for
Non-financial key indicators: social matters 82
corruption/data protection 78
Non-financial key performance figures:
as at 31 December 2017 74
Key data on Deutsche Börse Group's workforce
Key figures on staff training in 2017 73
Total expenses for employee benefits 70
Joiners and leavers by gender in 2017 68
Joiners and leavers by age in 2017 68
Key figures on parental leave 69
Consolidated balance sheet (extracts) 61
Deutsche Börse Group: five-year overview 65
Employees by country/region 67
Market Data Services segment: key figures 55
Consolidated cash flow statement (condensed) 57
Deutsche Börse Group's interest coverage ratio 58
Debt instruments issued by Deutsche Börse AG
(outstanding as at 31 December 2017) 59.
Relevant key performance indicators 60
Credit ratings 60
Xetra segment: key figures 51
Clearstream segment: key figures 53
Analyst recommendations buy/hold/sell (as at 31 Dec)
Key figures by quarter (adjusted) 46
Segment key figures (adjusted) 47
Eurex segment: key figures 48
Overview of regulatory initiatives and their impact on
Deutsche Börse Group's business areas 37
34
derivatives markets
Development of contracts traded on selected
European cash markets 34
Development of trading activity on selected
Deutsche Börse AG shares: key figures 32
Deutsche Börse Group's reporting segments 20
Combined management report
Basic remuneration, and annual and long-term incentive components 142
Deutsche Börse shares for performance shares 141
Deutsche Börse Group key performance figures 45
appr. 60,000
appr. 50,000
Shareholders
Dec
Daily closing price of Deutsche Börse AG shares")
DAX®
STOXX® Europe 600 Financials
Dow Jones Global Exchanges
1) Between 30 December 2016 and 3 April 2017, the data shown refer to tendered shares with ISIN DE000A2AA253.
Deutsche Börse AG shares: key figures
2017
2016
Earnings per share (basic) 1)
Dividend per share
Dividend distribution ratio")
Dividend yield³)
Opening price (as at 1 Jan) 4)
High5)
Low 5)
€
4.59
4.34
€
2.452)
2.35
%
53
Nov
Oct
Sep
Aug
group-sustainability@deutsche-boerse.com
+49 (0) 69-2 11-1 42 26
+49 (0) 69-2 11-61 42 26
www.deutsche-boerse.com/sustainability
Group Marketing
E-mail
corporate.report@deutsche-boerse.com
Phone
Fax
+49 (0) 69-2 11-1 49 84
+49 (0) 69-2 11-61 49 84
Registered trademarks
C7®, DAX®, Deutsche Börse Venture Network, ERS®, Eurex®,
Eurex Bonds, Eurex Clearing Prisma®, Eurex Repo®, FWBⓇ,
GC Pooling, MDAX®, SDAX®, T7®, TecDAX®, Vestima®, Xetra®
and Xetra-Gold® are registered trademarks of Deutsche Börse AG.
360T® is a registered trademark of 360 Treasury Systems AG.
EURO STOXX®, EURO STOXX 50®, STOXX® und STOXX® Europe
600 Financials are registered trademarks of STOXX Ltd.
Deutsche Börse AG shares
Share price development of Deutsche Börse AG and benchmark indices in 2017
54
Indexed to 30 December 2016
120
110
100
0
Jan
Feb
Mar
Apr
May
June
July
130
Technical term for data packages which are so big that they cannot
be processed in a regular way. Big data is subjected, for instance,
to computer-based scans in order to uncover patterns and repetitions,
which are then correlated with certain events. These correlations
may result in predictions or early-warning systems.
%
3.1
100
Price-earnings ratio³)
19.9
17.3
Market capitalisation (as at 31 Dec)
€bn
18.1
14.5
Average annual return since IPO in 2001.
%
15.0
13.2
Attendance of share capital at the Annual General Meeting
%
73.7
65.8
Share of investors from Germany/UK/USA/other countries
Institutional investors
%
14/26/34/26
17/29/30/24
%
93
94
100
%
Free float (as at 31 Dec)
186.8
€
77.54
81.39
€
100.25
83.00
€
74.27
67.19
Closing price (as at 31 Dec)
96.80
2.7
77.54
m shares
Measure of the extent to which the price of a security or an index
fluctuates around a mean value during a certain period of time.
0.5
0.5
Number of shares (as at 31 Dec)
m
193.0
193.0
thereof outstanding (as at 31 Dec)
m
186.6
Average daily trading volume on trading venue Xetra®
Blockchain
London
C
Margin
Collateral requirements determined by a ☑CCP for all types of
transactions for which it acts as a central counterparty, used to
cover risk from open positions in case a participant defaults.
311
312
Deutsche Börse Group financial report 2017
0
Q
M
OTC
P
People Principles
Five principles that enhance Deutsche Börse Group's corporate
values at the level of personal conduct and describe the expectations
for collegial and professional cooperation within the Group: respect,
teamwork, recognition, results orientation and costumer focus.
Pre-IPO
Young high-growth companies' preparatory phase before going
public (IPO).
PRIIPS
EU regulation on key information documents (KIDS) for packaged
retail and insurance-based investment products (PRIIPs). The
regulation requires PRIIPS manufacturers to publish KIDS on their
products in order to establish a common standard of information
to be provided to retail investors across the EU.
Over the counter, off-exchange. Describes transactions between
two or more trading parties that are not conducted on a regulated
market.
Prime Standard
Derivatives exchange providing price, credit and liquidity risk
management to participants in the North American energy markets.
Nodal Exchange is part of Deutsche Börse Group.
N
Know Your Customer
Know Your Customer defines processes for identifying and verifying
new and existing customers in order to ascertain a customer's or
contractual party's true identity. Based on the results, Deutsche
Börse Group determines whether certain customer relationships
or business transactions hold a money laundering or terrorism
financing risk, and defines and implements risk-based measures
accordingly.
L
Latency
Time delay, e.g. during the transmission of market data. The term
"low latency" thus refers to processes which involve minimal
delays. Developing low-latency products is part of the work of
Deutsche Börse Group's Content Lab.
Liquidity
Market situation in which a security can be bought or sold, even in
larger quantities, without substantially affecting its price. Important
criterion for assessing the quality of a securities market in securities
trading, and thus a decisive factor in the competition between
marketplaces.
Nodal Exchange
Listing
Scale and Basic Board.
MiFID
Markets in Financial Instruments Directive. The EU directive
establishes a regulatory framework for the provision of investment
services in financial instruments (such as brokerage, advice,
dealing, portfolio management, underwriting) by banks and invest-
ment firms and for the operation of regulated markets by market
operators (stock exchanges among others). The objective is to
promote the integration, competitiveness and efficiency of EU
financial markets.
MiFID II
Refers to the revision of the Markets in Financial Instruments
Directive (MiFID). The revised Directive came into effect in
January 2018. The Directive contains guidelines for the activities
of investment firms in particular for so-called market makers
(liquidity providers) and participants in algorithmic trading - and
regulated trading venues, precautionary measures regarding the
specification and supervision of position limits for commodities
derivatives as well as regulation for data reporting services.
MiFIR
Markets in Financial Instruments Regulation. A supplementary
EU regulation to MiFID II that has been in effect since January
2018. It will see the introduction of comprehensive reporting
obligations to increase transparency in the stock, bond and deriva-
tives markets and close existing loopholes in off-exchange trans-
actions. The introduction of mandatory on-venue trading for shares
and derivatives ensures that a larger number of transactions will
be executed on regulated trading venues. The new regulations also
cover the accessibility of CCPs trading venues and benchmarks
as well as provisions governing the activities of companies from
third countries.
Quotation of a security or issuer on the exchange. Issuers at the
Frankfurt Stock Exchange can choose from four transparency
standards for their listing: Prime Standard, General 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®.
Private placement
Special type of listing: a company's shares are offered only to a
selected group of investors and not publicly through the exchange,
as they would be in an IPO.
T7
IT architecture used for the trading systems of Deutsche Börse
Group (Eurex® Exchange, Xetra® and European Energy Exchange).
It is also utilised at other exchanges such as BSE (former Bombay
Stock Exchange) and Helsinki Stock Exchange. T7Ⓡ is based on
a high-performance messaging architecture that combines minimal
latency with maximum reliability. T7 is part of 7 Market
Technology®.
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® Low Carbon
Index family designed for investors wishing to "decarbonise", i.e.
limit the exposure of their portfolios to reduce climate-related risks,
such as stricter regulation or physical damage, while participating
in the growth of low-carbon industries.
STOXX® Global ESG Leaders
TARGET2-Securities. Platform for securities settlement in central
bank money, allows banks to reduce cross-border settlement costs
and pool collateral. Clearstream migrated to T2S in February 2017.
"TARGET" is short for "Trans-European Automated Real-Time Gross
Settlement Express Transfer System".
Index family based on sustainability ratings covering environ-
mental, social and governance (☑ESG) criteria.
Index family that shows the performance of sustainable companies
Stress test
Stress tests are carried out in order to simulate extreme, yet plausible,
events for all material types of risk. Using both hypothetical and
historical scenarios, they simulate the occurrence of extreme losses,
or an accumulation of large losses, within a single year.
V
VDAX®
Volatility index indicating the fluctuations in DAX® expected in
the derivatives market (implied volatility).
Volatility
STOXX® Sustainability
T2S
eral 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.
collat-
QE
Quantitative easing. In March 2015, the European Central Bank
(ECB) launched a purchasing programme for sovereign bonds and
other securities. The aim is to further boost market liquidity and
to fend off deflation due to an increase of the money supply. The
ECB's QE measures are currently scheduled to run until September
2018. Central banks use QE as a tool to avert crisis situations
worldwide as done by the Federal Reserve, the Bank of England
and the Bank of Japan.
R
Regulatory Reporting Hub
Deutsche Börse Group's platform for reporting solutions. The Hub
enables sell-side and buy-side institutions, corporates, and trading
venues to efficiently meet their current and future regulatory obli-
gations. It supports clients in reporting to all relevant national
competent authorities (NCAS) across Europe and in fulfilling trans-
parency requirements.
Repo
Short for "repurchase transaction". Agreement between the buyer
and the seller of a security in which the seller promises to buy
back the security on a specified date. Repos are typically used by
banks as a temporary source of liquid funds.
Risk appetite
A company's preferred level of risk. Internal risk management
evaluates the risk situation across the Group and ascertains
whether it is line with the risk appetite.
Executive and Supervisory Boards | Management report | Financial statements | Notes
S
T
Scale
Exchange segment on Frankfurter Wertpapierbörse (FWBⓇ, the
Frankfurt Stock Exchange) since 1 March 2017, designed to
enhance access to investors and growth capital for small and
medium-sized companies. Companies must meet minimum
prerequisites for defined key performance indicators (KPIs) and
collaborate with a Deutsche Börse Capital Market Partner in
order to be eligible for inclusion. Requirements also include
mandatory research reports commissioned and paid for by
Deutsche Börse.
Securities lending
Transfer of securities by a lender for a fee - and usally
K
Public transfer protocol originally developed to trade the digital
currency bitcoin. It basically consists of an electronic, decentral-
ised and fully disclosed ledger of all transactions, i.e. "blocks",
which is continually validated. Jointly with Deutsche Bundesbank,
Deutsche Börse Group showcased a blockchain prototype for
securities settlements in November 2016.
and benchmark indices in 2017 C7
Banks or financial services providers that furnish binding bid and
ask quotes for a particular security in the order book, either upon
request or at their own initiative. Designated Sponsors enhance
the liquidity of the securities they support.
Amendments to the Capital Requirements Directive IV and Capital
Requirements Regulation CRD IV/CRR proposed by the European
Commission. These proposals concern the minimum requirements
for equity and eligible liabilities (MREL) and the total loss-absorbing
capacity (TLAC); they also involve amendments to the EU Bank
Recovery and Resolution Directive (BRRD) and the related regulation.
The draft legislation will likely not be finalised prior to the end of
2018; the related requirements are not expected to come into force
before the beginning of 2021.
Cross-margining
Procedure for determining the margin requirement for an inte-
grated portfolio. Risk positions in a portfolio (e.g. on-exchange and
OTC positions) are offset to yield a single value that is used as
the basis for determining the margin requirement. The offsetting
procedure serves to reduce the margin requirement.
CSD
Central securities depository. Clearstream Banking AG acts as the
officially recognised German bank for the central deposit of
securities under the Depotgesetz (German Securities Deposit Act).
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.
Central Securities Depository Regulation. CSDR aims to achieve
harmonisation of securities ☑ settlement systems and supervisory
rules for CSDs in Europe.
Custody
The safekeeping and administration of securities for others. A custody
account (similar to an account for money transactions) is estab-
lished for each customer. The account information includes details
of the types, nominal values or quantities, volumes etc. of the
securities held, as well as the name and address of the account
holder.
Cyber attack
Targeted attack on an IT infrastructure from an external source.
Many attacks are directed at financial services providers; govern-
ments and public administrations are also often the focus of
criminal attention.
Cyber resilience
Increased robustness of processes, applications and technology to
help them withstand cyber attacks.
D
DB1 Ventures
Deutsche Börse Group's corporate venture capital arm. DB1
Ventures' goal is to provide capital to trend-setting companies from
the financial services sector - to enable them to develop viable
concepts, and to create growth. The focus lies on early- to growth-
stage fintech businesses.
Designated Sponsor
Deutsche Börse Venture Network
CRD V/CRR II
Capital Requirements Directive IV and Capital Requirements
Regulation. The package is the third revision of the original CRD
for credit institutions and investment firms of 2006. The CRD's
key aim is to strengthen the resilience of the EU banking sector
by ensuring that institutions' capital is of sufficient quantity and
quality.
CRD IV/CRR
Innovation laboratory, where Deutsche Börse Group is developing
and testing new ideas based on data analysis and processing
with the intention of turning them into marketable products and
services - among others solutions based on Al. The Content Lab
was created in mid-2016 with a think tank concept. It has been
expanded into a "Data & Analytics Centre" since March 2017.
C7
IT infrastructure of Eurex Clearing that carries out the settlement
of listed and OTC products (both for derivatives and cash) on
a uniform architecture. Customers are supported at the time of
clearing by various transaction- and EMIR-compliant
segregation models, based on configurable account structures.
C7 is part of 7 Market Technology®.
Capital Markets Union
The Capital Markets Union (CMU) is a flagship initiative of the
European Commission. Its central aim is to enhance economic
growth in the EU by strengthening the role of capital markets and
further integrating financial markets. For more information on the
CMU, please visit the website ☑www.deutsche-boerse.com >
Regulation Regulatory dossiers > Capital Markets Union.
Cash pool
Master account into which funds from several cash accounts are
swept daily. Cash pooling is used to bundle excess liquidity, while
adhering to regulatory and legal constraints.
ССР
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 netting,
minimising the default risk of a contracting party (margining and
collateralisation), and carrying out all process steps necessary for
clearing.
Platform for bringing together young innovative growth companies
in the pre-IPO sector and international investors. Deutsche Börse
Venture NetworkⓇ has mobilised more than €1.3 billion for funding
innovative ideas since its foundation in 2015. At the end of
September 2016, the first Venture Network company went public;
a total of three companies from the Venture Network had successful
IPOS by the end of 2017. Introduced in 2016, Venture Match is
Clearing
CMU
Capital Markets Union
Collateral
Collateral, in particular in the form of cash or securities, such
as equities or bonds, is deposited in order to meet specified
collateral requirements ( margin).
Commercial paper
A debt security traded on the money market with a short or
medium term (mostly less than one year) and 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.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Content Lab
The netting (offsetting of buy and sell positions) of receivables
and liabilities arising from securities and derivatives transactions
in order to achieve efficient risk management. Clearing thus con-
tributes to reducing risk positions. It is also used to determine the
bilateral net debt of buyers and sellers. Central clearing takes
place via a CCP.
a service provided by the Network that matches investors and
participating companies.
CSDR
310
F
H
Fintech
Portmanteau combining the terms "financial" and "technology",
describes novel solutions for application systems that constitute
innovations or advancements in the financial services sector.
Deutsche Börse Group operates a FinTech Hub that provides
co-working spaces and connects fintech start-ups by offering
targeted consulting and networking services.
Hybrid bond
Subordinated corporate bond with both equity- and debt-like
features, very long or unlimited maturity and high interest rates.
ICSD
FX
Foreign exchange. Receivables in foreign currencies consisting of
assets or cheques in said currencies.
International CSD
The exchange of fixed interest rates and floating rates payable
based on identical principal amounts in the same currency.
Executive and Supervisory Boards | Management report | Financial statements | Notes
IPO
Initial public offering. An IPO marks the time when a company first
offers its shares for sale to the general public and launches them
on the equity market.
309
Global Securities Financing. Business area within Deutsche
Börse Group's Clearstream segment that comprises automated
securities lending services and ☑ collateral management.
Deutsche Börse Group showcases its secured funding and
securities financing activities at the annual Global Funding
and Financing Summit (GFF for short).
GSF
Interest rate swaps
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.
Deutsche Börse Group financial report 2017
E
European Market Infrastructure Regulation. EMIR regulates OTC
derivatives, CCPs and trade repositories; it aims to improve
security and integrity within the OTC derivatives market by
promoting transparency and reducing risk. Among other things,
this is to be achieved by introducing a ☑ clearing obligation for
eligible OTC derivatives and measures to reduce counterparty
credit risk and operational risk for OTC derivatives not cleared via
CCPs, as well as disclosure requirements for all derivatives. EMIR
also establishes general requirements for CCPs and trade
repositories.
ESG criteria
ESG = environment, social, governance. The composition of ESG
indices such as the STOXX® ESG Global Leaders index reflects
these three selection criteria.
ETF
EMIR
ETP
Exchange-traded product. ETPs comprise exchange-traded com-
modities (ETCs) and exchange-traded notes (ETNs).
G
Global Liquidity Hub
Integrated risk and liquidity management solution in
Deutsche Börse Group's GSF business field. It offers inte-
grated financing services, including securities lending and
collateral management services for a range of asset classes
including fixed-income securities and equities. Through the
Global Liquidity Hub, customers can, for example, fulfil their
margin obligations towards ☑CCPs and cover their global
exposures.
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.
The content of the combined non-financial statement was subject to
assurance by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), an
independent external auditor. The independent assurance of the content
of the combined non-financial statement can be found in KPMG's
auditor's report on the (consolidated) financial statements and the
combined management report of Deutsche Börse AG as at 31 Decem-
ber 2017 on page 299 of this financial report.
KPMG's separate assurance report on all sustainability information found
within the GRI index is available on the internet under ☑www.deutsche-
boerse.com Sustainability > Reporting > Corporate report.
www.deutsche-boerse.com
C6
Germany
25 July 2018
Deutsche Börse AG
Publication Q3/2018 results
29 October 2018
Verification of non-financial key figures
Publication half-yearly financial report 2018
60485 Frankfurt/Main
In compiling the information on sustainability in this corporate report, our
aim is to achieve the highest possible degree of clarity and transparency.
The combined management report includes, for the first time, a combined
non-financial statement as a separate chapter, in accordance with sections
289b and 315b of the Handelsgesetzbuch (HGB, the German Commercial
Code). Therefore, the non-financial facts and figures published herein
generally refer to Deutsche Börse Group as a whole. Where information on
Deutsche Börse AG differs from information on Deutsche Börse Group, it is
disclosed separately. In addition, topics that are specific to a certain location
or sustainability activities that are managed locally are identified accordingly.
16 May 2018
Reporting on sustainability information and key figures is prepared in
accordance with the Global Reporting Initiative (GRI)'s G4 Framework,
using the "Core" reporting option. A detailed overview of all GRI indicators
(GRI index) is available in the online version of this report: ☑www.
deutsche-boerse.com > Sustainability > Reporting > GRI
The Annual 2017 and the financial report 2017 together constitute
Deutsche Börse Group's corporate report 2017. It provides information
on the financial year 2017 as well as an outline of the identification and
implementation process for important action areas regarding the company's
sustainability profile.
About this report
25 April 2018
Publication Q1/2018 results
Annual General Meeting
30 May 2018
Investor Day
90
Principles of sustainability reporting
Financial calendar
31
Deutsche Börse AG shares
Deutsche Börse Group financial report 2017
32
■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2015/2041 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control which, if
exercised, entitles Deutsche Börse AG to redeem the bonds at par, plus accrued interest. If Deutsche
Börse AG does not exercise this termination right, the affected bonds' coupon will increase by
5 percentage points. A change of control occurs 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 control must adversely affect the long-term rating given to
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.
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 attributed 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 16 May 2019 and may be exercised by the company in full or in part on one or
more occasions. 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) using derivatives (put options, call options, forward
purchases or a combination of put options, call options and forward purchases). 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
held on 17 May 2017.
The following material agreements of the company are subject to a change of control following a
takeover bid:
■ On 28 March 2017, 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
process, 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 occurs 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.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Fundamental information about the Group
■ The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2013/2018, and the €600.0 million fixed-rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all provide Deutsche Börse AG with a termination right in the event of a change of control.
If these cancellation rights are exercised, the bonds are repayable at par plus any accrued interest.
A change of control occurs 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 respective sets of bond terms require
that the change of control 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.
The average annual return since Deutsche Börse AG's initial public offering in 2001 has been 15 per
cent. Thus, Deutsche Börse AG shares prove to be an attractive long-term investment. They closed
financial year 2017 with a strong increase by 27 per cent - almost in line with the performance of the
Dow Jones Global Exchanges Index, which tracks other exchange organisations and rose by 29 per cent
during 2017. Deutsche Börse AG shares outperformed the DAX® blue-chip index (plus 10 per cent) as
well as the STOXX® Europe 600 Financials Return (plus 8 per cent) (see the ☑“Share price develop-
ment of Deutsche Börse AG and benchmark indices in 2017" chart).
■ Under certain conditions, members of Deutsche Börse AG's Executive Board have a special right to
terminate their contracts of service in the event of a change of control. According to the agreements
made with all Executive Board members, a change of control occurs if (i) a shareholder or third party
discloses possession of more than 50 per cent of the voting rights in Deutsche Börse AG in accordance
with sections 33 and 34 of the WPHG (sections 21 and 22 of the WPHG (previous version)),
(ii) 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 (iii) Deutsche Börse AG is merged in accordance with section 2 of the
Umwandlungsgesetz (UmwG, German Reorganisation and Transformation Act).
Moreover, agreements for compensation in the case of a change of control have been entered into
with the members of the Executive Board. A description of these agreements, which are in line with
customary national and international practice, can also be found in the ☑ remuneration report.
Furthermore, the Executive Board is 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 16 May 2022, subject to the approval
of the Supervisory Board, by issuing new no-par value registered shares against cash and/or non-cash
contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the
Executive Board makes use of the authorisation granted to it to disapply such rights, subject to 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. However, according
to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total
number of shares that are issued during the term of the authorisation and that exclude shareholders'
pre-emptive rights does not exceed 20 per cent of the share capital. Full authorisation is derived from
Article 4 (6) of the Articles of Association of Deutsche Börse AG.
Deutsche Börse AG shares: key figures
€
2016
€
appr. 60,000
43/50/7
appr. 50,000
43/52/5
%
Number of shareholders
94
93
%
Institutional investors
17/29/30/24
18/26/34/22
%
Central Securities Depository Regulation (CSDR)
Share of investors from Germany/UK/USA/other countries
65.8
73.7
%
Attendance of share capital at the Annual General Meeting
13.2
15.0
%
Average annual return since IPO in 2001
14.5
98.00
84.00
Analyst recommendations buy/hold/sell (as at 31 Dec)
Average target price set by analysts at year-end
0
Your
100
110
120
130
Indexed to 30 December 2016
Share price development of Deutsche Börse AG and benchmark indices in 2017
■ Unstable political conditions in some parts of Eastern Europe and recurring flashpoints in the Arab
world and their impact on the Western world
■ Growing confidence in a united Europe after election results in Germany, France, Austria and the
Netherlands
■ The more stable economic situation in the euro area – associated, however, with uncertainty regarding
the UK's exit from the EU and its future impact on markets
18.1
■ The persistent extremely low level of volatility on equity markets - as measured by the VDAX® index
as one of the key drivers of activity on the cash and derivatives markets
■ The European Central Bank's (ECB) persistent low interest rate policy, with deposit rates at minus
0.4 per cent and the resulting ongoing high levels of liquidity provided, reinforced by the bond-buying
programme that is part of the ECB's quantitative easing (QE) policy
■ The robust global economic situation, with growth in the economies relevant to Deutsche Börse Group
(Central Europe, USA) during the year under review
Macroeconomic conditions had, and continue to have, a significant impact on the overall economic envi-
ronment and on trading activity on the markets. For Deutsche Börse Group, the macroeconomic environ-
ment during the year under review was rather complex; whilst some factors have a stimulating effect on
business, others have the potential of unsettling market participants, burdening their business activity:
Macroeconomic and sector-specific environment
Report on economic position
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
5) Intraday price
4) Closing price on preceding trading day
3) Based on the volume-weighted average of the daily closing prices
2) For financial year 2017, proposal to the Annual General Meeting 2018
1) Adjusted for non-recurring effects
■The turnaround in the US Federal Reserve's (Fed) interest rate policy initiated at the end of 2015 and
confirmed in the year under review, through interest rate increases of 25 basis points each in March,
June and December
€bn
Market capitalisation (as at 31 Dec)
17.3
100.25
€
High5)
81.39
77.54
€
Opening price (as at 1 Jan)4)
3.1
2.7
%
Dividend yield³)
83.00
54
%
Dividend distribution ratio"
2.35
2.452)
€
Dividend per share
4.34
4.59
Deutsche Börse Group financial report 2017
Earnings per share (basic)")
The CSDR will harmonise the securities settlement systems and supervisory rules for CSDs throughout
Europe. This will strengthen Clearstream's business model because the provision of integrated banking
services will still be permitted. Licensing applications were filed with local regulatory authorities at the
end of September 2017, with decisions on admission expected in the course of 2018.
53
2017
Low5)
€
19.9
100
100
%
Price-earnings ratio³)
Free float (as at 31 Dec)
186.8
186.6
m
thereof outstanding (as at 31 Dec)
193.0
With the CSDR, a uniform European regulatory framework for central securities depositories (CSDs) was
established for the first time in September 2014. Official regulatory technical standards (RTSs) were
published in March 2017.
193.0
Number of shares (as at 31 Dec)
0.5
0.5
m shares
Average daily trading volume on trading venue XetraⓇ
77.54
96.80
€
Closing price (as at 31 Dec)
67.19
74.27
m
30
As a next step following the coordination of international standards, the European Commission published
draft legislation concerning recovery and resolution plans for central counterparties in November 2016,
triggering the legislative process in the European Parliament and the European Council.
In addition, the Executive Board is authorised to increase the share capital by up to a total of
€38.6 million on one or more occasions in the period up to 12 May 2020, subject to the approval of
the Supervisory Board, by issuing new no-par value registered shares in exchange for cash contributions
(authorised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board
can exclude, subject to the approval of the Supervisory Board, only for fractional amounts. However,
according to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights
if the total number of shares that are issued during the term of authorisation and that exclude share-
holders' pre-emptive rights does not exceed 20 per cent of the share capital. The exact content of this
authorisation is derived from Article 4 (5) of the Articles of Association of Deutsche Börse AG.
0
651.4
-3
1,675.9
Deutsche Börse Group - Eurex®
5
1,338.9
4
2,125.3
Intercontinental Exchange
6
745.9
4
Shanghai Futures Exchange
4,088.9
6
1,906.9
15
2,465.3
National Stock Exchange of India
7
1,467.6
%
m contracts
%
vs 2016
2017
29
CME Group
2017
€bn
1,364.2
Moscow Exchange
Following the European Market Infrastructure Regulation (EMIR), developing recovery and resolution
plans for central counterparties is the next logical legislative step for making central counterparties even
more secure and stable. A key aspect of regulation is to create sound incentive structures - on a Euro-
pean as well as a global level - in order to ensure that the interests of stakeholders involved are aligned.
Recovery and resolution regulation for central counterparties
By publishing the review proposals, the European Commission initiated the legislative process in the
European Parliament and the European Council.
The European Market Infrastructure Regulation (EMIR), which entered into force in 2012, is a significant
regulation for central counterparties. The purpose of the proposals for a revision of the regulation pub-
lished in the summer of 2017 (EMIR Review) was to enhance efficiency as well as to ensure the post-
Brexit safety and stability of financial markets. For example, the proposals provide for adjustments to
reporting and the supervisory structure, and aim to facilitate access to centralised clearing for smaller
market participants. Deutsche Börse welcomes the review: it perceives opportunities for its business and
offers market-oriented products and services to its clients in this respect.
EMIR: implementation and review
According to the PRIIPs Regulation, Eurex is a PRIIP manufacturer for exchange-traded derivatives:
hence, Eurex provides KIDS for all exchange-traded products from the Eurex product portfolio. The
PRIIPs Regulation became applicable on 1 January 2018.
provision of key information documents (KIDS), in order to establish a standard governing published
information for retail investors within the EU. Standardised KIDs summarise key aspects of different
PRIIPS - such as risks, premiums and costs - and thus help investors to better understand and compare
these products. Specific legal requirements apply to exchange-traded derivatives.
Deutsche Börse Group financial report 2017
36
35
Regulation of packaged retail and insurance-based investment products (PRIIPs Regulation)
The PRIIPs Regulation was adopted in response to market developments whereby retail investors looking
to make an investment decision are faced with a constantly growing variety of available investment
opportunities. To enhance transparency regarding these products, the PRIIPs Regulation requires the
MiFID II und MiFIR will fundamentally transform the European financial market by expanding trans-
parency provisions, strengthening the stability and integrity of its infrastructure, revising the market's
microstructure and improving the quality and availability of market data. The new rules have a profound
impact on Deutsche Börse Group, too, in particular on its trading and clearing activities, as well as on
its market data business. In this context, the company has developed various products and services
designed to support clients in their compliance with regulatory requirements. Specifically, these relate to
the requirements regarding transparency and disclosure, market-making and algorithmic trading, as well
as to the organisational requirements concerning safety mechanisms for trading venues and market
participants.
The European Parliament, the European Commission as well as the Council of Member States have agreed
on the majority of implementing measures (level 2); at present, amendments designed to ensure a level
playing field are being made to the regulations for systematic internalisers. The European Securities and
Markets Authority (ESMA) is currently developing specific interpretation and implementation guidance
(level 3), in close cooperation with national supervisory authorities.
-19
The revised directive (MiFID II) and the accompanying regulation (MiFIR) became applicable on
3 January 2018.
Financial markets infrastructure regulation
The considerable increase in regulatory requirements has a twofold impact on Deutsche Börse Group:
as a market infrastructure provider, the Group must meet regulatory duties and at the same time strive
to offer products and services tailored exactly to meet the needs of its customers. It therefore holds an
important position as a link between regulators and customers. As such, Deutsche Börse Group supports
its customers in ensuring compliance with regulatory requirements and thereby minimising their risks.
The various regulatory dossiers have different impacts and/or offer opportunities for the business units
contributing to Deutsche Börse Group's value chain.
As a provider of a highly regulated financial market infrastructure, Deutsche Börse Group shares the
objective of national legislators, the European Union as well as G20 to strengthen transparent, stable
and regulated markets. In this connection, Deutsche Börse Group has proven itself as a constructive
partner, actively contributing to political discussions on suitable national and European initiatives for the
regulation of financial markets.
The international financial crisis has demonstrated the necessity for increased transparency and stability
in the global financial markets and has sparked a discussion about the role and details of the necessary
financial market infrastructure. In the wake of the United Kingdom's resolution to exit the EU, the
conditions of Brexit for the financial services industry also need to be negotiated. In this context, it is
crucial to consider the needs of all stakeholders.
Regulatory environment
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Source: Exchanges listed
2) Part of London Stock Exchange Group
1) Trading volume in electronic trading (single-counted)
Bolsas y Mercados Españoles"
Source: Exchanges listed
-21
1,544.1
Regulation of markets in financial instruments (MiFID II, MiFIR)
Change
vs 2016
Development of contracts traded on
selected derivatives markets
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting
environment and adjusts its processes in line with them. This applies in particular to national and
international accounting standards.
Change
Another key feature of the ICS is the principle of the separation of functions: tasks and responsibilities
are clearly defined and allocated within the organisation. Incompatible tasks – such as modifying master
data on the one hand and issuing payment instructions on the other are strictly segregated at a
functional level. An independent control unit grants individual employees access rights to the accounting
system and monitors these permissions continuously using a so-called incompatibility matrix. Trans-
actions are initially recorded in the general ledger or the appropriate subledgers on the basis of the chart
of accounts and the account allocation guidelines. The principle of dual control applies to all closing
entries made and to preparation of the consolidated financial statements.
Major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the same
system. Accounting data from the other companies is uploaded for inclusion in the consolidated financial
statements. Liabilities, expenses and income for individual transactions are recorded in separate
accounts under the name of the counterparty concerned. Any consolidation differences are reviewed
centrally and sent to the accounting departments of the companies concerned 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. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls on
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 with respect to the
financial reporting process.
Research and development activities
As a service provider, Deutsche Börse Group does not engage in research and development activities
comparable to those of manufacturing companies. As a result, this combined management report does
not contain a detailed research and development report. However, Deutsche Börse does develop and
operate its own trading and clearing systems as well as system solutions designed to achieve its
structural growth objectives. The company works constantly to maintain and enhance the technological
leadership and stability of its electronic systems in the interests of its customers and the systemic
stability of the financial markets. To this end, Deutsche Börse has significantly overhauled its trading and
clearing technology, which go by the trade names T7® and C7®. The new T7 trading technology was
rolled out in the cash market during the year under review. Other technically challenging projects include
implementing the European Central Bank's plans to create a uniform, pan-European securities settle-
ment platform (TARGET2-Securities) and the implementation of the increasing reporting obligations
according to EMIR and MiFID II.
27
28
Deutsche Börse Group financial report 2017
In 2017, research and development expenses amounted to €154.4 million (2016: €171.0 million); of
this figure, approximately 56 per cent (2016: 52 per cent) was attributable to development costs that
were capitalised as internally developed software. In addition, €72.3 million of capitalised development
costs were amortised in 2017. This means that research and development costs amounted to 6 per cent
of net revenue (2016: 7 per cent). In the Eurex and Clearstream segments, which mainly invest in
systems upgrades, research and development costs amounted to 6 per cent and 7 per cent of net
revenue, respectively. Details can be found in ☑ note 7 to the consolidated financial statements.
Further details of product and services development activities can be found in the ☑report on
opportunities and the ☑ report on expected developments.
Takeover-related disclosures
In order to maintain consistent and continuous accounting processes, FA&C provides regularly updated
accounting manuals as well as guidelines and work instructions for the material accounting processes
as part of the preparation of the annual financial statements and consolidated financial statements of
Deutsche Börse AG. All FA&C employees have access to this documentation, accounting manuals and
account allocation guidelines, allowing them to obtain information on the management judgements and
accounting options exercised by Deutsche Börse Group.
Disclosures in accordance with sections 289a (1) and 315a (1) of the HGB
The share capital of Deutsche Börse AG amounted to €193.0 million on the above-mentioned reporting
date and was composed of 193 million no-par value registered shares. There are no other classes of
shares besides these ordinary shares.
The share capital has been contingently increased by up to €19.3 million by issuing up to 19.3 million
no-par value registered shares (contingent capital 2014). The contingent capital increase will be
implemented only to the extent that holders of convertible bonds or warrants attaching to bonds with
warrants issued by the company or a Group company in the period until 14 May 2019 on the basis of
the authorisation granted to the Executive Board in accordance with the resolution of the Annual General
Meeting on 15 May 2014 on item 5 (a) of the agenda exercise their conversion or option rights, that
they meet their conversion or option obligations, or that shares are tendered, and no other means are
used to settle such rights or obligations. More details can be found in Article 4 (7) of the Articles of
Association of Deutsche Börse AG.
The Executive Board is only aware of limitations to voting rights that result from the Aktiengesetz
(AktG, German Stock Corporation Act), according to which voting rights arising from shares affected
by section 136 of the AktG may not be exercised. Furthermore, shares held by Deutsche Börse AG as
treasury shares are exempted from the exercise of any rights according to section 71b of the AktG.
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding 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 Finanz-
dienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold
for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or indirect
equity interests in its capital exceeding 10 per cent of the voting rights.
Jan
At present, it is fair to assume that CSDs and their clients will be required to comply with the new CSDR
rules from mid-May 2018. While the rules governing settlement discipline have not yet been finalised,
they are expected to become binding during the course of 2020. Deutsche Börse Group will support its
clients in fulfilling the new requirements through existing and enhanced service offers.
There are no shares with special rights granting the holder supervisory powers.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders in accordance with the statutory provisions and the Articles of Association.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Fundamental information about the Group
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85 of
the AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. 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 to the wording only. In accordance with Article 18 (1) of the Articles of Association of
Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple majority of the
votes cast, unless otherwise mandated by the AktG. Insofar as the AktG additionally prescribes a
majority of the share capital represented at the time of a resolution, a simple majority of the share capital
represented is sufficient where this is legally permissible.
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €13.3 million on one or more occasions in the period up to 10 May 2021
by issuing new no-par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to the approval
of the Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect
to fractional amounts. However, according to the authorisation, the Executive Board may only exclude
shareholders' pre-emptive rights if the total number of shares that are issued during the term of the
authorisation and that exclude shareholders' pre-emptive rights does not exceed 20 per cent of the share
capital. Full authorisation, and particularly the conditions under which shareholders' pre-emptive rights
can be excluded, is derived 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 €19.3 million on
one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). 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 exclude shareholders' pre-emptive rights: (i) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the prevailing exchange
price, and the total number of shares issued under exclusion of shareholders' pre-emptive rights does not
exceed 10 per cent of the share capital; (ii) in the case of physical capital increases in exchange for non-
cash contributions for the purpose of acquiring companies, parts of companies, interests in companies,
or other assets; or (iii) with respect to fractional amounts. However, according to the authorisation, the
Executive Board may only exclude shareholders' pre-emptive rights if the total number of shares that are
issued during the term of authorisation and that exclude shareholders' pre-emptive rights does not
exceed 20 per cent of the share capital. The full authorisation, and particularly the conditions under
which shareholders' pre-emptive rights can be disapplied, is derived from Article 4 (4) of the Articles of
Association of Deutsche Börse AG.
In accordance with sections 289a (1) and 315a (1) of the Handelsgesetzbuch (HGB, German Com-
mercial Code), Deutsche Börse AG hereby makes the following disclosures as at 31 December 2017:
Fundamental information about the Group
-
Feb
London Stock Exchange2) (£)
Borsa Italiana2)
Euronext¹
Deutsche Börse Group
Development of trading activity on
selected European cash markets
All told, improving economic growth, decline in political uncertainty in Europe, and the continued low
interest rate policy pursued by the European Central Bank had a slightly positive effect on trading on the
European capital markets. The Group has increased its trading volumes in equities and clearly benefited
from trading activity in interest rate derivatives, whereas equity index derivatives showed a decline, as
volatility hit historic lows, resulting in overall Eurex trading volumes slightly below the prior year's level.
The IMF expects US economic output to post a real 2.3 per cent increase for 2017, compared to a
1.5 per cent increase the year before. Given further relief on the labour market and higher expected
economic growth for 2018 (particularly due to tax reductions for companies), the US Federal Reserve
raised its key interest rate again in December 2017, to a range between 1.25 and 1.50 per cent.
Economic performance throughout the euro area slightly improved in 2017: no country was in recession
during 2017; moreover, economic growth accelerated in some states within the European Economic Area,
particularly in France and Italy. Hence, the ECB continues to assess the economic situation in the EU
as stable. Deposit rates for banks have been at -0.4 per cent since March 2016. Moreover, it extended
its bond-buying programme by nine months until September 2018, albeit cutting monthly volumes from
€60 billion to €30 billion per month from January 2018 on. In 2017, the monthly repurchase volume
remained stable at €60 billion.
Along with the upturn in global economic growth, German gross domestic product for 2017 significantly
outperformed the previous year's levels as well, according to initial estimates. The IMF's January 2018
estimates put growth in German economic output at 2.5 per cent in 2017 (2016: increase in real terms
of 1.9 per cent).
Against this background, the economies of industrialised nations showed significantly stronger growth in
2017 compared to the previous year, as estimated by the International Monetary Fund (IMF). According
to these estimates, real gross domestic product (GDP) rose by 2.3 per cent in 2017, compared to a
growth rate of 1.7 per cent in 2016. Global economic growth was 3.7 per cent in 2017 (2016: real
growth rate of 3.2 per cent).
Executive and Supervisory Boards | Management report | Financial statements | Notes
Deutsche Börse Group financial report 2017
34
33
Regulatory projects and the resulting stricter requirements for capital market participants (see the
"Regulatory environment" section)
Dow Jones Global Exchanges
Mar
Apr
May
1) Between 30 December 2016 and 3 April 2017, the data shown refer to tendered shares with ISIN DE000A2AA253.
July
Aug
June
Oct
Nov
Dec
Daily closing price of Deutsche Börse AG shares ¹)
DAX®
STOXX® Europe 600 Financials
Sep
Cash
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Regulation on benchmarks and indices
The regulation on indices used as benchmarks in financial instruments and financial contracts (Bench-
mark Regulation) entered into force on 30 June 2016. The final application of the regulation took place
on 1 January 2018. Benchmark administrators from EU and non-EU countries will have to be admitted
or recognised by 1 January 2020. The Benchmark Regulation largely follows the global principles for
financial benchmarks of the International Organization of Securities Commissions (IOSCO). These
principles were developed in 2013, as a response to the manipulation of certain indices or reference
rates (such as LIBOR and Euribor).
Deutsche Börse Group, which successfully implemented the IOSCO principles in 2014 for its DAX®
indices and for the indices of its subsidiary STOXX Ltd., welcomes the agreement reached between
the European Parliament and the European Council. The regulation's specific impact on the Group's
business activities depends on the implementing measures still to be laid out in the form of delegated
acts and technical standards by the European Commission and ESMA.
Overview of regulatory initiatives and their impact on Deutsche Börse Group's business areas
Market Eurex EEX
X
Eurex Clear-
Clearing stream
1,035.3
1,002.1
Eurex
577.9
2016
2017
2016
2017
43
44
Deutsche Börse Group financial report 2017
The cash market showed year-on-year increases across all trading platforms, in spite of very low
volatility. This was attributable, on the one hand, to the extremely robust economic situation in Germany,
which brought the benchmark index DAX to record levels. On the other hand, Deutsche Börse gained
market share in trading DAX constituents from other trading platforms. Low interest rates make invest-
ments in equities and other variable-return securities more attractive compared to fixed income
investments. Accordingly, net revenue increased by 7 per cent.
Net revenue generated by the Clearstream segment with its post-trading services increased by 11 per
cent. In particular, Clearstream was able to further expand its Investment Fund Services business area,
primarily through the acquisition of new clients as hedge fund business partners. Clearstream also
benefited from higher interest rates in the US, and from increased trading activity - whilst the value
of cash market securities held in custody rose at the same time.
The technology and market data business of Deutsche Börse Group (Market Data + Services segment)
achieved growth in the index business in particular, whilst revenue in the data business was down year-
on-year, mainly due to consolidation effects. Revenue in Infrastructure Services was up slightly against
the previous year. Overall net revenue of the Market Data + Services segment was slightly above the
previous year's figure – net revenue from the index business rose strongly, by 11 per cent.
Operating costs comprise staff costs and other operating costs. The Group reports depreciation,
amortisation and impairment losses separately from operating costs. During the year under review,
operating costs were down by 5 per cent from the previous year. They included non-recurring effects
of €92.1 million in total (2016: €137.7 million), comprising, amongst other things, costs for the
integration of acquired companies or the disintegration of sold entities (€20.7 million), efficiency
programmes (€18.4 million), the planned merger with London Stock Exchange Group (€10.3 million)
and criminal investigations against Clearstream Banking S.A. (and other entities) in the US (€8.3 mil-
lion). Adjusted for these non-recurring effects, operating costs declined slightly, by 1 per cent com-
pared to the previous year.
Staff costs are a key driver for operating costs. Adjusted staff costs increased by 7 per cent to
€611.9 million (2016: €573.0 million) due to a series of reasons:
■ Increased average number of employees during the year under review attributable to the hiring of staff
at the beginning of the year, who had previously worked on a freelance basis
■ Higher costs for share-based remuneration, due to the higher share price
Salary increases for non-executive staff, between 2.5 per cent and 4 per cent (depending on location)
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 electronic
data processing. 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
activities. 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. Adjusted for non-recurring effects, the other
operating expenses declined by 10 per cent. This marked year-on-year decrease was due, in particular,
to the hiring of staff who had previously worked on a freelance basis; the related costs have since been
reported as staff costs.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Deutsche Börse Group's result from equity investments amounted to €197.8 million (2016:
€36.9 million). This significant increase was due in particular to non-recurring income related to the
full disposal of the stake in BATS Global Markets, Inc. during the first quarter of 2017, as well as to
the disposal of shares in ICE US Holding Company L.P. during the fourth quarter of 2017. Adjusted
for this non-recurring revenue, the result from equity investments stood at €8.3 million (2016:
€5.7 million).
Deutsche Börse Group's earnings before interest, tax, depreciation and amortisation (EBITDA) increased
by 23 per cent, largely reflecting the higher result from equity investments, combined with lower
operating costs. On an adjusted basis, EBITDA rose by 6 per cent year-on-year.
Over the past years, Deutsche Börse Group has undertaken extensive infrastructure investments, in order
to maintain its technological lead. Accordingly, depreciation, amortisation and impairment losses were
up 22 per cent on the previous year's figure. Adjusted for non-recurring effects, depreciation and
amortisation rose by 25 per cent, to €157.3 million.
Deutsche Börse Group's earnings before interest and tax (EBIT) increased by 24 per cent during the year
under review, adjusted by 4 per cent.
The Group's financial result was €-79.7 million (2016: €–74.6 million). Adjusted for non-recurring
effects, the financial result amounted to €-69.7 million (2016: €–74.6 million).
The effective Group tax rate 2017 was 30.5 per cent; adjusted it was 27.0 per cent, as expected.
Deutsche Börse Group's net profit for the period attributable to Deutsche Börse AG shareholders
increased by 21 per cent compared with the previous year (adjusted: 6 per cent).
Non-controlling interests in net profit for the period attributable to Deutsche Börse AG shareholders for
the period amounted to €21.7 million (2016: €25.5 million). The majority thereof was received by
non-controlling shareholders of EEX group.
Eurex
709.0
68.8
Xetra
Furthermore, there were changes to the basis of consolidation in 2017: EEX US Holdings, Inc., the
parent entity of Nodal Exchange Holdings, LLC, which Deutsche Börse acquired in the first quarter of
2017, has been fully consolidated since 3 May 2017, with revenues and costs reported in the Eurex
segment.
To facilitate transparency in reporting costs and results and to improve comparability with competitors,
Deutsche Börse Group will now separately disclose operating costs as well as depreciation, amortisation
and impairment losses, introducing earnings before interest, tax, depreciation and amortisation (EBITDA)
as an additional parameter. The previous year's figures were adjusted accordingly.
Results of operations
Deutsche Börse Group can look back on a satisfactory financial year. Structural drivers of the Group's
business were largely intact, and substantially contributed to revenue and profit growth. The custody,
funds and collateral management businesses at Clearstream benefited in particular. Structural growth
was also evident in the index business at MD+S, and in new, innovative derivative products. Even
though cyclical factors such as higher interest rates in the US provided support for the Group in
Clearstream's banking business or in interest derivatives trading, these positive developments could
not fully compensate for a decline in key revenue sources, which was driven by cyclical factors. For
instance, equity derivatives trading was burdened by persistently low equity market volatility.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Deutsche Börse Group's net revenue increased by 3 per cent in the 2017 financial year, with the
Clearstream and Xetra segments generating the strongest growth rate of 11 and 7 per cent. Net revenue
of the Market Data + Services segment increased by 1 per cent. MD+S was thus able to more than
compensate for the loss in net revenue, which was the result of the disposal of MNI and Infobolsa
during the first half of 2016. The Eurex segment lagged 3 per cent behind the previous year. Net
revenue is composed of sales revenue plus net interest income from banking business and of other
operating income, less volume-related costs.
In the derivatives market, low volatility was reflected in lower traded index derivatives volumes, Eurex
Exchange's biggest business segment. Conversely, traded volumes in interest rate contracts increased,
largely due to interest rate hikes in the US and the expectation that ECB will also change its interest
rate policy over the medium term. Overall, the volume of futures and options contracts traded at Eurex
Exchange was down 3 per cent compared to 2016. Deutsche Börse's commodities business, operated
by European Energy Exchange and its subsidiaries (EEX group), markedly increased in the areas of gas
and emissions trading, expanding EEX group's market position vis-à-vis competitors, as well as over-the-
counter (OTC) trading. Trading in gas products grew by 13 per cent, whilst emissions trading increased
by 45 per cent. In contrast, the power market was influenced by a debate on price zones for the German
and Austrian markets, which led to uncertainty amongst market participants and drove them to off-
exchange trading platforms for an interim period. In this context, EEX temporarily lost market share
but was able to win it back to a large extent during the course of the year. On a full-year basis, trading
in EEX power products declined by 16 per cent. Regarding FX trading, operated by Deutsche Börse's
subsidiary 360T, new customer business in particular provided the ground to achieve growth in a
stagnating market. Aggregate net revenue in the Eurex segment was down by 3 per cent year-on-year.
Net revenue by segment
€ million
2,462.3
2,388.7
396.8
Market Data + Services
391.4
Basic earnings per share, based on the weighted average of 186.8 million shares, amounted to €4.68
(2016: €3.87 for an average of 186.8 million shares outstanding). Adjusted, basic earnings per share
rose to €4.59 (2016: €4.34).
797.4
Clearstream
EBITDA by segment
€ million
1,528.5
246.6
Market Data + Services
1,239.2
208.5
484.6
Clearstream
88.3
Xetra
164.6
176.5
886.9
■ Revenue and costs generated or incurred in connection with the development of a central platform for
the pan-European intraday power market (XBID) are disclosed under the "Commodities" item within
the Eurex segment (previously under Infrastructure Services in the Market Data + Services segment).
■ The definitions of product groups were changed within the Xetra segment; among other things, due to
the introduction of the new product group “partner markets". Accordingly, revenues and costs were
allocated.
Deutsche Börse Group key performance figures
Adjusted
24
157.3
1,273.8
125.5
1,220.2
25
4
Net profit for the period attributable to Deutsche
Börse AG shareholders
874.3
722.1
Earnings per share (basic) in €
4.68
3.87
21
21
857.1
4.59
810.8
4.34
6
45
46
Deutsche Börse Group financial report 2017
Comparison of results of operations with the forecast for 2017
For 2017, Deutsche Börse Group originally expected an increase in net revenue between 5 and 10 per
cent, anticipating further economic growth, improvements to the cyclical market environment (especially
higher equity market volatility and further rising interest rates), and the variety of structural growth
initiatives. Whilst the global economy performed as anticipated, equity market volatility fell short of
the previous year's level on average during the year. Interest rates were only hiked in the US, whereas
in Europe, they remained at the previous year's low levels. The conditions described earlier in the
"Business developments" section only partly reflected the assumptions used in the forecast. Based
on its highly diversified business model, Deutsche Börse Group increased its net revenue by 3 per cent,
and thus did not reach completely the mean of its forecast for 2017. Breaking down net revenue
increases and decreases by cyclical and structural factors, the Group was able to generate net revenue
growth of around 5 per cent that was attributable to structural factors. Key drivers of this growth were
Clearstream's custody, funds and collateral management businesses, the index business at MD+S,
as well as new Eurex products. Whilst cyclical factors provided support to Deutsche Börse Group in
Clearstream's banking business or for trading activities in interest rate derivatives, they also caused
a marked year-on-year decline in traded contracts in Eurex's highest-volume business. Combined with
consolidation effects, cyclical net revenue was down by 2 per cent.
Deutsche Börse Group manages operating costs (including depreciation and amortisation) – relative to
the development of net revenue - based on principles designed to ensure the scalability of the Group's
business model. For 2017, the Group forecast an adjusted operating costs growth range (including
depreciation and amortisation) of between 0 and 5 per cent, depending on the net revenue increase.
Given a 2 per cent increase in adjusted operating costs (including depreciation and amortisation), the
Group achieved this objective in principle.
Deutsche Börse Group projected an increase in net revenue of between 5 and 10 per cent, and of
operating costs in a corresponding range. Furthermore, the Group expected an increase in net profit for
the period attributable to Deutsche Börse AG shareholders of between 10 and 15 per cent. Since the
increase in net revenue slightly fell short of expectations, and the effect of lower operating costs was
neutralised by markedly higher depreciation and amortisation, profit also remained slightly below the
forecast. On an adjusted basis, Deutsche Börse Group achieved a 6 per cent increase in net profit for the
period attributable to Deutsche Börse AG shareholders. Moreover, the Group achieved a ratio of interest-
bearing gross debt to adjusted EBITDA of 1.4 at Group level, slightly below the target value of 1.5 at the
Key figures by quarter (adjusted)
Q1
Q2
Q3
Q4
1,108.2
1,368.6
EBIT
22
2017
€m
2016
€m
Change
%
2017
€m
2016
€m
Change
%
Net revenue
2,462.3
2,388.7
3
2,462.3
Operating costs
1,131.6
Unadjusted
1,186.4
1,039.5
2,388.7
1,048.7
3
-1
EBITDA
1,528.5
1,239.2
23
1,431.3
1,345.7
6
Depreciation, amortisation and impairment losses
159.9
131.0
-5
360T
▪ Revenue and costs generated or incurred in connection with managed services (particularly IT services
for Clearstream customers) are disclosed within the ICSD business of the Clearstream segment
(previously under Infrastructure Services in the Market Data + Services segment).
Changes to the basis of consolidation and to segment reporting
Regulation on
benchmarks and indices
X
X
X
✗
Became effective on 30 June 2016;
application since 1 January 2018
Capital Markets Union
X
X
X
X
✗
Mid-term review in 2017;
Review of European
×
supervisory structures
(ESAS review)
implementation by 2019
Legislative process commenced with
the publication of a legislative proposal
in September 2017
Investment firms
Basel III
CRD V, CRR II
✗
SFTR
1) Not in scope of legislative proposal
✗
application expected for mid-May
2018
Became effective in 2014;
Draft legislation in the legislative
process
Became effective in 2012; review in
2017
IT &
MD+S
Status as at 31 December 2017
Financial market
infrastructure
MiFID II, MiFIR
X
X
X
X
X
✗
PRIIPs
EMIR
Recovery and resolution.
plans for CCPs
✗
CSDR
✗
X
✗
✗
✗
X
X
×
×
(X)¹)
x
✗
Published in 2014; application since
3 January 2018
Application since 1 January 2018
✗
Within the Group's organisation, the allocation of revenue and costs to individual segments was changed
in 2017, effective as from Q1/2017. Due to these changes, the following adjustments were made to
segment reporting; previous year's figures were adjusted accordingly.
Finalisation at the end of 2017, with
Finalisation expected by the end of
2018/beginning of 2019;
■Introduction of a leverage ratio
■Introduction of international rules to contain risk concentration (large exposure rules)
■Introduction of liquidity requirements
With the measures adopted in December 2017, revised rules - largely governing capital backing of
credit and operational risk - will come into effect between now and 1 January 2022. On top of the
credit risk framework, both the standardised approach and the model-based approach have been
substantially revised, and operational risk regulations have been restricted to a modified standardised
approach. In addition, a floor was determined regarding capital requirements for credit risk, where
these are calculated using internal models: the so-called output floor was set at 72.5 per cent of capital
requirements under the standardised approach.
Moreover, the BCBS has submitted initial proposals as to how exposures to public-sector entities should
be treated in the future. The BCBS will continue to develop these proposals, supplementing the Basel III
framework, and may implement them at a later stage if applicable.
CRD V/CRR II
Accounting for ongoing changes to the Basel III framework and to other elements of bank regulation,
the European Commission proposed amendments to the Capital Requirements Directive (CRD IV) and
Capital Requirements Regulation (CRR) in November 2016. These proposals concern the minimum
requirements for equity and eligible liabilities (MREL) as well as the total loss-absorbing capacity (TLAC);
they also involve amendments to the EU Bank Recovery and Resolution Directive (BRRD) and the
related regulation.
Besides the changes to MREL and TLAC, the European Commission's proposals concern the following
items in particular:
■ Introduction of a binding leverage ratio of 3 per cent
■ Introduction of a net stable funding ratio (NSFR)
■ Revision of the market risk framework
Deutsche Börse Group anticipates the draft legislation proposed by the European Commission not to be
finalised prior to the end of 2018; the related requirements are not expected to come into force before the
beginning of 2021. The draft legislation is still under discussion; hence, it is not yet possible to assess
the related impact on financial markets infrastructure.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
CRD IV/CRR entered into force on 1 January 2014, implementing the first elements of Basel III. Tran-
sitional provisions apply until 1 January 2019. The measures to finalise the Basel III framework, as
resolved by the BCBS in December 2017, are expected to be incorporated following completion of the
CRD V/CRR II package, for implementation into EU law - on time – by 2022.
Deutsche Börse Group actively and continuously seeks to contribute to discussions on modifications to
banking regulations. In this context, it emphasises the impact on financial infrastructure providers with
a (restricted) banking licence, as well as the necessity of identifying specific rules for regulated entities
in order to avoid any negative impact on financial market stability, in terms of specific requirements for
banks. Moreover, the Group focuses on the capitalisation of its regulated entities, intervening where
required in order to ascertain adequate risk coverage.
Transparency of securities financing transactions
The Securities Financing Transactions Regulation (SFTR) was published in the EU Official Journal on
23 December 2015. It provides for reporting requirements concerning securities lending and repo trans-
actions to so-called trade repositories. Furthermore, it sets out requirements regarding the re-pledging
of collateral, and reporting obligations of investment fund providers which are active in securities lending.
The introduction of comprehensive reporting duties for securities lending transactions has different
effects upon the Clearstream subgroup, Eurex Clearing AG, and REGIS-TR S.A., with increased efforts
and hence, higher costs – expected for proprietary securities financing transactions. Yet the obligation
to file reports to trade repositories also holds business potential for REGIS-TR. ESMA drew up corre-
sponding implementation standards and submitted them to the European Commission in April 2017;
however, these standards have not yet entered into force.
-
Uniform supervision of investment firms
-
On 20 December 2017, the European Commission published a draft legislative proposal for a uniform
regulatory regime for investment firms, based on a proposal prepared by the European Banking Authority
(EBA). The EBA had submitted its original draft within the framework of a public consultation, and
modified it on the basis of feedback received. Having participated in the EBA consultation, Deutsche
Börse Group will continue to constructively contribute to the legislative process. The Group is currently
in the process of analysing the draft, and will continue to address its impact on Group entities and
market participants.
Business developments
Given the overall framework conditions outlined at the beginning of the economic report, the situation on
the capital markets for financial services providers in the reporting period was somewhat more favour-
able compared to 2016. Solid economic growth in the major economies, a strong German economy with
stable corporate balance sheets as well as the stable political situation in the EU - despite the impend-
ing exit of the UK - provide fertile ground for the businesses of exchange operators. The benchmark DAX®
and STOXX® indices reached record levels, and trading volumes on the cash market platforms of Deutsche
Börse Group rose compared with the previous year. At the same time, the low level of vola-tility in the
equity market and the ECB's QE policies negatively impacted other business segments of Deutsche Börse
Group, such as index derivatives trading at Eurex. The Group's growth areas, such as Clearstream's
Investment Funds Services, foreign-exchange (FX) trading on 360T, and the index business in the Market
Data + Services (MD+S) segment, continued to develop favourably. In the post-trading business, the
value of securities held with the Central Securities Depository (CSD) increased, while volumes at the
International Central Securities Depository (ICSD) declined slightly. Due to rising interest rates in the US,
41
42
Deutsche Börse Group financial report 2017
net interest income from Clearstream's banking business rose significantly. Looking at developments
during the course of the year, business was strongest in the fourth quarter, whereas the third quarter
turned out to be the weakest one.
Comparability of figures
Discontinued operations
The disposal of International Securities Exchange Holdings, Inc. (ISE) as of 30 June 2016 is disclosed
as a discontinued operation in accordance with IFRS 5. Following IFRS 5, this combined management
report contains financial indicators of the previous year excluding figures from this discontinued
operation.
■ Revised market risk framework
■ Increased capital levels
■ Stricter definition of the term "capital"
The following changes have already been implemented:
implementation expected at the
beginning of 2021
Became effective in 2016;
implementing standards still
outstanding
37
38
Deutsche Börse Group financial report 2017
Capital Markets Union
The European Commission has placed the focus of its planned Capital Markets Union on growth, and
on industrial policy. Its main goals are the sustainable promotion of growth and job creation, and the
development of a diversified financial system where bank financing is supplemented by highly developed
capital markets. A successful Capital Markets Union is more important than ever - especially given
that the EU has fallen behind in global competition, with respect to numerous metrics. Success in the
creation of integrated, pan-European capital markets would release inactive capital throughout Europe,
as savers would be given a greater choice of investments, while businesses would benefit from
enhanced financing options. The European Commission published its mid-term review in June 2017,
in which it pointed out that 20 of the 33 measures lined up in the action plan had already been
successfully implemented. Moreover, the Group has announced that it will initiate further measures
to promote the Capital Markets Union in 2018.
The Capital Markets Union affects Deutsche Börse Group's entire value chain. Thus, the Group has
actively supported the project from the outset, seeking active involvement in the political debate, and
contributing to the creation of safer, integrated EU-27 capital markets. Deutsche Börse supports
the objectives of the Capital Markets Union, through initiatives such as the Deutsche Börse Venture
NetworkⓇ, a platform designed to connect high-growth start-up companies with investors, and the
FinTech Hub, a business incubator for fintech enterprises.
Brexit
On 29 March 2017, the United Kingdom officially declared its exit from the EU, in accordance with
Article 50 of the Treaty on European Union (EU Treaty). This triggered a two-year negotiation process
on the terms of the exit: numerous relevant issues concerning the restructuring of the relationship be-
tween the United Kingdom and the remaining 27 EU member states (EU-27) will need to be clarified
during this period.
The outcome of ongoing negotiations between the United Kingdom and the EU-27 remains to be seen.
Should no new treaties (or transitional arrangements) have been negotiated between the European Com-
mission and the British government by the time Brexit takes place on 29 March 2019, UK financial
services providers might lose their existing rights under the EU passport - in which case they would no
longer be allowed to offer services to clients within the EU.
The European Council and the European Commission are looking to commence the ratification process
in October 2018. An extension of the two-year period would require the unanimous consent of the
EU-27 considering the various interests involved, this does not appear to be a realistic assumption
at present. It is fair to assume that the United Kingdom will leave the EU in March 2019.
Financial markets in the EU and the United Kingdom are highly interconnected: at present, the UK
financial markets serve as the main trading hub for other financial centres throughout the EU - close
to 80 per cent of financial markets activities in the EU take place there.
subsequent implementation throughout
the EU
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
It is the Group's goal to develop solutions supporting clients during and after Brexit, in order to mitigate
related effects to the greatest possible extent. The Group is firmly convinced that even after Brexit it will
be able to offer valuable add-on services to all parties, over and above its range of services covering the
entire exchange trading value chain (comprising pre-trading, execution and post-trading). The Group
covers all asset classes and is connected with all major financial markets.
Review of European supervisory structures (ESAs review)
-
the
As part of this regular review embedded in the updated action plan for the Capital Markets Union
European Commission launched a public consultation in spring 2017 and draft legislation in September
2017, on realigning the duties, authority, financing and governance of the ESAs. In particular, the role
of ESMA is set to be upgraded through an extension of its regulatory powers. Especially in the wake of
Brexit, the European Commission has assigned top priority to aligning European supervisory structures
to the new political environment, strengthening regulatory integration for certain cross-border financial
services within the remaining 27 EU member states.
The work of the ESAS - and especially of ESMA – has an impact on the entire value chain of Deutsche
Börse Group: the Group welcomes the progress the EU has made in financial markets regulation and
supervision over the past decade. EU regulations relevant to supervisory structures are still being
implemented at present. Harmonisation of the European capital markets is set to be driven ahead by
projects such as the Capital Markets Union, while Brexit will have profound implications on financial
markets and their regulatory frameworks. In the context of these challenges, efficient regulation - with
clearly defined responsibilities and decision-making processes will remain a key topic. This is why
Deutsche Börse Group will remain an active participant in political debate. The review of European
supervisory structures should preserve an environment that promotes growth, while carefully adjusting
the existing regulatory regime (if necessary), in order to safeguard financial stability – but also legal
certainty and the operational viability of supervised enterprises.
-
More information on regulatory issues is available on Deutsche Börse Group's website at
www.deutsche-boerse.com/regulation.
39
40
Deutsche Börse Group financial report 2017
Rules for banks and investment firms
Basel III
As a consequence of the global financial crisis of 2007/2008, the Basel Committee on Banking
Supervision (BCBS) thoroughly revised its existing Basel II framework for banks, on the basis of
corresponding G20 agreements. Further amendments were resolved on top of the first cornerstones
adopted in 2011; the revised Basel III framework was finally concluded on 7 December 2017.
As in the past, Deutsche Börse's paramount objective remains to create stable and resilient trading and
post-trading conditions. Deutsche Börse Group maintains close and continuous contact with its clients,
as well as with regulatory authorities and associations, to analyse the impact of Brexit and to recognise
the needs of all its stakeholders.
Based on insights gained from the financial crisis of 2007/2008, the European Union was determined
to establish a more efficient, more strongly integrated supervision. The introduction of the European
System of Financial Supervision (ESFS) in 2010 - comprising the three European Supervisory Autho-
rities (ESAs) and the European Systemic Risk Board (ESRB) – established a new supervisory structure
at a European level for the first time. The European Commission reviews the tasks and organisation of
this supervisory structure every three years.
384.0
2016
€m
276.3
295.7
286.0
292.8
325.6
340.3
332.3
345.0
EBIT
33.4
42.6
30.9
40.3
30.7
39.2
Net profit for the period
30.5
attributable to Deutsche Börse AG
shareholders
232.8
0.97
1.04
2017
€m
1.02
1.06
1.17
1.25
1.18
1.24
Earnings per share (basic) in €
180.3
194.0
190.7
198.1
218.5
232.2
35.2
221.3
Depreciation, amortisation and
558.5
576.3
600.7
623.6
610.5
623.4
Net revenue
€m
€m
2016
2016
€m
2017
€m
2016
€m
2017
€m
impairment losses
639.0
619.0
2017
245.1
309.7
Operating costs
316.9
333.1
356.3
379.5
362.8
380.2
338.3
309.5
301.6
EBITDA
244.8
247.4
245.1
249.3
245.4
%
€m
€m
Change
2017
Net revenue
Financial key figures
Eurex segment: key figures
For participants in more than 30 countries around the world, EEX group represents the central
marketplace for energy and commodity products. The group's product portfolio comprises contracts
on energy, metals, environmental products, freight and agricultural products. EEX acquired all shares
in Nodal Exchange Holdings, LLC in May 2017. This acquisition allowed EEX group to open up access
2016
1,002.1
485.6
-3
Operational costs
492.5
-1
EBITDA
709.0
577.9
23
EBITDA (adjusted)
562.4
595.6
Interest rate increases in the US, expectations that the European Central Bank (ECB) will adapt its
monetary policy stance over the next two years, aborting negative interest rates and scaling back its
QE measures fuelled demand for interest rate derivatives, where volumes grew by 11 per cent during
the year under review. As in the previous year, Eurex equity index derivatives were the product group
with the highest trading volume. Persistent low market volatility did not provide any impetus for trading,
however: traded volumes of index contracts were down significantly year-on-year. This decline also
affected the most actively traded products by far: contracts on the EURO STOXX 50Ⓡ and DAX® indices.
Eurex has managed to gradually reduce its dependence on such benchmark products by continuously
diversifying its product portfolio. Products on MSCI indices as well as contracts on sector indices, divi-
dend indices and volatility indices, for example, totalled around 18 per cent of overall trading volumes
in index derivatives in the year under review. The volume of Eurex's equity derivatives contracts (single-
stock options and futures) declined by 6 per cent. In total, 1,675.9 million futures and options con-
tracts were traded on Eurex Exchange during 2017, down by 3 per cent year-on-year (2016:
1,727.5 million).
1,035.3
Deutsche Börse Group financial report 2017
81.3
47
595.6
93.4
76.1
516.2
432.5
259.1
241.5
Depreciation, amortisation
and impairment losses
-6
69.8
48
7.8
EBIT
481.1
525.8
85.6
70.5
54.2
462.0
39.5
393.0
14.0
245.1
10.6
230.9
5.6
Depreciation, amortisation and impairment losses
-3
73.9
Gas
Emissions trading
Foreign-exchange business: trading volume on 360T®
Average daily volume on 360T
1) The total amount differs from the sum of the individual figures due to rounding differences.
2) Including index dividend and volatility derivatives; figures for 2016 adjusted accordingly
3) Including single stock dividend and ETF derivatives; figures for 2016 adjusted accordingly
TWh / m t CO2
TWh / m t CO2
%
3,760.75)
1,981.5
4,455.6
-16
1,756.2
13
1,380.5
949.9
45
€bn
€bn
%
60.8
57.6
6
4) Volumes traded on EEX - in terawatt hours (TWh) for power and gas contracts, and in million tonnes of CO₂ for emissions trading
5) Including Nodal Exchange (394.9 TWh since May 2017)
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Electricity
Commodities: trading volume on EEX4)
Equity derivatives³)
-6
13
EBIT
625.6
504.0
24
EBIT (adjusted)
481.1
525.8
-9
Financial derivatives: trading volume on Eurex Exchange
Derivatives"
m contracts
m contracts
83.4
%
1,727.5
562.4
Equity index derivatives²)
818.6
909.4
-10
Interest rate derivatives
582.1
526.6
11
275.0
291.4
1,675.9
EBITDA
Net revenue
137.7
Assets under management in ETFs on DAX® indices (annual average)
26
61.1
77.0
Assets under management in ETFs on STOXX® indices (annual average)
%
€bn
€bn
Performance indicators
6
230.9
28.7
245.1
18
197.6
232.4
30
10.9
14.2
EBIT
Depreciation, amortisation and impairment losses
7
241.5
259.1
EBIT (adjusted)
26.0
10
55
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
maximum. The adjusted tax rate was 27.0 per cent, as planned. In line with projections, the operating
cash flow was clearly positive. Investments in property, plant and equipment, as well as intangible
assets in the amount of €149.2 million were in line with the forecast. After increasing its target figures,
the Group aimed to distribute dividends equivalent to the mean of the projected range of 40 to 60 per
cent of (adjusted) net profit for the period attributable to Deutsche Börse AG shareholders. According
to the proposal made to the Annual General Meeting, a figure of 53 per cent was reached.
Eurex segment
The performance of the Eurex derivatives segment largely depends on the trading activities of institu-
tional investors and proprietary trading by professional market participants. The segment's revenue is
therefore generated primarily from fees that are charged for trading and clearing derivatives contracts.
Revenue generated from Deutsche Börse Group's derivatives markets is primarily driven by the financial
derivatives traded on Eurex Exchange: index derivatives accounted for 39 per cent of net revenue,
interest rate derivatives 20 per cent and equity derivatives 4 per cent. Energy products traded on Euro-
pean Energy Exchange AG and its subsidiaries and/or shareholdings (EEX group), and derivatives based
thereon (commodities), contributed 21 per cent; foreign-exchange trading on 360T® contributed
approximately a further 7 per cent. The “other” item (9 per cent) includes, among other things, the repo
business, the participation fees paid by trading and clearing participants, as well as interest income
generated by the Group's clearing houses from investing their clients' cash collateral.
Regarding the derivatives market segment, trading volumes of the key business areas – financial deriv-
atives (Eurex Exchange), commodities (EEX group) and foreign exchange (360T) – showed a mixed
development during 2017. While Eurex Exchange was able to increase trading activity in interest rate
derivatives, index derivatives trading was down compared to the same quarter of the previous year, due
to the low volatility on equity markets. In the commodities business, traded volumes in gas products
and emission rights boomed, while the power market declined in the wake of regulatory intervention.
Daily FX trading volumes on the 360T trading platform continued to increase – in a stagnating overall
market - in the year under review.
Net segment revenue decreased by 3 per cent, operating costs by 1 per cent, adjusted operating
costs remained stable. EBITDA rose by 23 per cent, it comprises positive non-recurring effects of
€189.2 million from the divestiture of the remaining shareholding in BATS Global Markets, Inc. in
the first quarter of 2017 as well as from the sale of shares in ICE US Holding Company L.P. in the
fourth quarter of 2017. Adjusted EBITDA was 6 per cent down year-on-year.
Segment key figures (adjusted)
Eurex
Xetra
Clearstream
Market Data + Services
2017
€m
2016
€m
Deutsche Börse Group's cash flow from operating activities is relevant only to a limited extent as it
includes in particular CCP positions, which are subject to significant fluctuations on the reporting date.
Due to this, the following refers in particular to the cash flow from operating activities excluding CCP
positions. In the 2017 financial year, Deutsche Börse Group generated €1,107.2 million (2016:
€856.6 million) in cash flow from operating activities, excluding changes in CCP positions on the
reporting date.
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 as at 31 December 2017 amounted to €580.2 million (31 December 2016:
€–146.9 million). Cash and cash equivalents were negative on the reporting date for the previous year -
especially due to financial assets with a maturity of more than three months. The latter do not qualify as
cash and cash equivalents and the cash flows associated with them have been allocated to investing
activities. Cash and bank balances amounted to €1,297.6 million as at 31 December 2017
(31 December 2016: €1,458.1 million).
Cash flow
Financial position
Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes
to average equity available to the Group during the course of 2017. At 18.8 per cent, return on
shareholders' equity exceeded the previous year's ratio in the 2017 financial year (2016: 17.3 per
cent). Adjusted for the non-recurring effects described in the ☑“Results of operations" section, the
return on equity amounted to 18.4 per cent (2016: 19.4 per cent).
Development of profitability
The Infrastructure Services business area generates revenue primarily from connectivity services for
trading and clearing participants. Revenue generated from these services rose during the year under
review, thanks to the segment's success in convincing a constantly rising number of clients to opt for
data connections with higher bandwidth, or for new connectivity models. In addition, Infrastructure
Services provides development and operational services for technology clients outside the Group - such
as partner exchanges, banks acting as Designated Sponsors, or the German regional stock exchanges.
Deutsche Börse operates technology on behalf of partner exchanges in Dublin, Vienna, Sofia, Ljubljana,
Prague, Budapest, on Malta and the Cayman Islands, as well as domestic exchanges operated by
brokers and banks in Frankfurt/Main, Berlin, Dusseldorf, Hamburg/Hanover and Munich. Dublin-based
Irish Stock Exchange also migrated to the new T7 trading technology - proof of the reliability and
performance of Deutsche Börse Group's IT services.
maintained its growth momentum during the year under review - due, in particular, to higher volumes
of ETFs based on STOXX indices and thus higher licence fees. Revenues from issuance of structured
products based on STOXX indices were also up year-on-year. In this way, the index business more than
offset the decline in revenues due to lower trading volumes in equity index derivatives on STOXX and
Deutsche Börse indices traded at Eurex Exchange. At the same time, STOXX continued to persevere with
its internationalisation strategy, expanding its presence in Hong Kong in order to respond to expectations
of clients in the Asia/Pacific region in the best possible way.
Deutsche Börse Group financial report 2017
56
EBITDA (adjusted)
EBITDA
18
208.5
127.7
115.0
2016
€m
2017
€m
2016
€m
2017
€m
2016
€m
to the North American energy market, and to expand its global presence and member base. Nodal
Exchange offers a wide range of electricity and natural gas contracts in order to hedge energy price risks
in the US; it has been fully consolidated since 3 May 2017, with revenues and costs reported in the
Commodities segment.
1,002.1
1,035.3
176.5
164.6
886.9
797.4
396.8
391.4
Operating costs
443.6
88.4
90.1
370.7
365.1
Index Services
149.9
162.2
Data Services
246.6
-18
182.9
150.2
1
391.4
396.8
%
€m
€m
Operational costs
Net revenue
Financial key figures
Change
2016
2017
Market Data Services segment: key figures
In its Index Services business area, which it conducts through its STOXX Ltd. subsidiary, Deutsche
Börse gene-rates revenue from calculating and marketing indices and benchmarks, which banks and
fund management companies use as underlying instruments or benchmark references for financial
instruments, investment vehicles and securities portfolios. The extensive range of indices offered by
STOXX Ltd. provides issuers with a wealth of opportunities for creating financial instruments for most
diverse investment strategies. As one of Deutsche Börse Group's growth drivers, the index business
The Data Services business area mainly involves the marketing of licences for real-time trading and
market signals, and for the provision of historical data to banks, trading firms and fund management
companies. The most important products in this respect are order book data from the cash and
derivatives markets, as well as reference data of Deutsche Börse and its partner exchanges. The
segment's core business took a fundamentally positive development, driven by the introduction of new
products and licensing models. However, the segment was not able to entirely compensate for the
disposal of MNI. Moreover, the release of provisions increased the comparative figure for that year.
Adjusted for these effects, Data Services revenues were slightly higher than in the previous year.
Market Data Services slightly increased net revenue during the year under review. In the previous
year, operating profit also included net revenue of MNI and Infobolsa, which were deconsolidated in
2016. Operating costs declined by 18 per cent, adjusted by 8 per cent, due to strict cost management
and deconsolidation effects, amongst other factors. Accordingly, the segment's EBITDA rose considerably
by 18 per cent, adjusted by 7 per cent.
The core business of the Market Data + Services segment is the development, production and marketing
of capital market information, technology and infrastructure services to clients worldwide. These services
include real-time trading and market signals, as well as indices such as EURO STOXX 50 and DAX.
Capital market participants subscribe to this information, or licence it for their own use, processing, or
dissemination. The segment generates much of its net revenue on the basis of long-term client relation-
ships; it is relatively independent of trading volumes and capital markets volatility. The assets and
liabilities related to its subsidiary Market News International Inc. (MNI) were sold by way of an asset
deal, effective 8 July 2016. Deutsche Börse AG already sold its 50 per cent stake in Infobolsa S.A. in
February 2016. The net revenue of the segment comprises the business areas Data Services (39 per
cent), Index Services (32 per cent), and Infrastructure Services (29 per cent).
Market Data + Services segment
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
2017
2016
153.6
In the power market, the debate initiated by regulators on price zones and the impending split of the
German/Austrian price zone has caused a significant decline in trading volumes on the power derivatives
market. As a consequence, EEX developed new products for Germany and Austria, which allow its clients
to set up hedges despite a potential price zone split. EEX was thus able to gradually regain market share
during the second half of the year. The launched Phelix-DE future established itself as new benchmark
for the European electricity segment along the entire curve. Furthermore, the unexpected shutdown
of nuclear power plants in France in 2016 negatively impacted upon trading volumes in the first half
of 2017. EEX increased its market share in the Italian power market to 74 per cent in the year under
review. PEGAS, EEX Group's trading platform for natural gas products, was also able to gain market
share and raise trading volumes thanks to its broad product range and high pricing quality. In the trading
of emission rights, transaction volumes significantly posted double-digit growth rates on both the spot
and the derivatives market.
2017
€m
Net revenue in the Eurex segment
40.6
34
EBIT
430.1
343.4
25
EBIT (adjusted)
462.0
393.0
18
Business key figures
International business (ICSD)
€bn
€bn
%
Value of securities under custody (average value during the year)
6,699.4
6,753.6
−1
Domestic business (CSD)
€bn
€bn
%
Value of securities under custody (average value during the year)
4,546.5
54.5
Depreciation, amortisation and impairment losses
19
432.5
The segment provides the post-trade infrastructure for the Eurobond market, and offers custody services
for securities from more than 50 markets worldwide. In doing so, Clearstream ensures that once a trade
has been executed, cash and securities change hands. Clearstream is responsible for securities issuance,
settlement, management and custody. As an international central securities depository (ICSD), Clear-
stream provides these settlement and custody services for securities held in Luxembourg. As a central
securities depository (CSD), Clearstream services the market for German securities. The ICSD and CSD
business accounted for 63 per cent of net revenue in the year under review. Investment Funds services
accounted for 16 per cent of net revenue. Using Clearstream's VestimaⓇ fund processing platform,
clients can manage settlements and custody for their entire fund portfolio. Net revenue from the Global
Securities Financing (GSF) franchise - which encompasses triparty repo, GC PoolingⓇ, securities lending
and collateral management – contributed 9 per cent of the segment's net revenue. Net interest income
from Clearstream's banking operations accounted for 12 per cent of net revenue.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
During the year under review, Clearstream saw considerable growth in its investment fund business and
its net interest income from banking business. The segment increased its net revenue by 11 per cent.
Operating costs declined by 3 per cent, adjusted they rose by 2 per cent. EBITDA thus increased by
26 per cent, adjusted by 19 per cent.
Within the ICSD and CSD business, custody services provide the greater contribution. Net revenue in
this business is mainly driven by the volume and value of securities under custody, which determines
the deposit fees. The settlement business depends heavily on the number of settlement transactions
processed by Clearstream, both via stock exchanges and over the counter (OTC). The domestic CSD
business reflects the business development on the German cash markets, whereby custody volumes
are largely determined by the market values of equities, funds and structured products traded. At the
beginning of February 2017, Clearstream migrated the domestic settlement business of its CSDs to
the TARGET2-Securities platform (T2S) provided by the ECB. This step represented the migration of
the largest T2S participant, boosting the settlement volume on the ECB platform by some 40 per cent.
Following migration to T2S, the segment no longer generates net revenue with domestic settlement
transactions. Clearstream is the only CSD in Europe to not charge an extra margin on the ECB settle-
ment fees, thus providing lowest-cost settlement services to its customers. Nevertheless, Clearstream
was able to compensate for the resulting lack of settlement revenues by an increase in the value of
Clearstream segment: key figures
2017
2016
Change
Financial key figures
€m
€m
%
4,419.3
Net revenue
886.9
797.4
11
402.3
413.6
-3
EBITDA
484.6
384.0
26
EBITDA (adjusted)
516.2
Operating costs
Clearstream segment
3
€bn
Net revenue in the Clearstream segment
€ million
Net revenue in the Market Data + Services segment
€ million
886.9
106.3
797.4
Net interest income from
banking business
391.4
396.8
62.6
81.6
Global Securites Financing
73.0
114.2
115.5
Infrastructure Services
137.6
Investment Funds Services
124.3
561.4
537.5
International business (ICSD)
and domestic business (CSD)
2016
2017
Deutsche Börse Group has further increased daily FX trading volumes on 360T as well as its market
share, whereas global FX trading has experienced static transaction volumes in the year under review.
As a result of the low-interest environment in Europe and the relatively low fluctuations in the main
currencies during the course of the year, the foreign exchange market lacked any major macroeconomic
impulses in the first half of the year under review. Hence, volatility was low- apart from fluctuations
triggered by specific occasions such as major political events. In contrast, the interest rate increases in
the last quarter of 2017 had a positive impact on the trading volumes. In the US, this growth was
-
Average cash customer deposits were up 4 per cent year-on-year. Besides the effect of this increase in
volume, interest rate levels in the US - with three interest hikes in 2017, the latest by 0.25 per cent
in December gave a boost to net interest income, given that around 53 per cent of cash deposits
is denominated in US dollar. Consequently, net interest income generated with daily cash balances
increased considerably.
In the GSF business, average outstanding volumes decreased by 11 per cent. After the ECB began to
provide plenty of liquidity on the market as part of its QE programme, volumes declined considerably,
especially in GC Pooling. At the same time, order flows shifted towards smaller, higher-priced lending
volumes, raising GSF net revenue overall.
The Investment Funds Services business achieved significant growth by gaining new issuers for its
services and increasing assets held in custody, partly due to capital inflows from the US and partly
reflecting the positive overall performance on the international fund markets throughout the year. Since
some of these business gains came with a fee holiday in the beginning, the segment saw the full impact
of these gains in the course of the year under review. At the same time, Clearstream continues to attract
new clients as partners in the hedge fund business. In June 2017, Vontobel selected Clearstream as
strategic partner to streamline and consolidate its third-party hedge fund processing activities. Clear-
stream's investment funds processing infrastructure Vestima enables processing of all types of funds
from mutual funds to hedge funds on a single platform. Centralised solutions, such as Clearstream's
Vestima platform, support market participants in complying with the regulatory requirements and new
rules on risk mitigation.
€bn
%
Value of securities under custody (average value during the year)
2,218.7
1,902.0
17
Global Securities Financing
Outstanding volume (average value during the year)
Net interest income from banking business
Average daily cash balances")
1) Includes some €1.5 billion currently or formerly blocked by EU and US sanctions (2016:€1.5 billion)
€bn
459.8
Investment Funds Services
€bn
515.9
−11
€bn
€bn
%
13.6
13.1
4
53
54
Deutsche Börse Group financial report 2017
assets under custody in the domestic CSD businesses, and by adapting the pricing model to the new
T2S environment. In Clearstream's ICSD business the value of international assets held in custody
(which predominantly comprise bonds traded on the OTC market) declined slightly year-on-year due
to reduced issuance while the number of transactions increased by 25 per cent.
%
The revised Markets in Financial Instruments Directive (MiFID II) came into force on 3 January 2018.
New rules brought about by MiFID II include a shift of trading in financial instruments from off-exchange
trading venues to regulated exchanges; also, it restricts the volume of trading in so-called “dark pools"
to 8 per cent of the market volume in each share. Dark pools are off-exchange markets where investors
can buy or sell large amounts of shares without disclosing their order size (or their limit) prior to trading.
Deutsche Börse has adapted to these foreseeable changes in the order flow at an early stage; it devel-
oped trading and reporting systems which help clients to comply with their obligations under MiFID II.
442.7
Yet companies continue to seek refinancing options outside a listing, not least due to prevailing low
interest rates and the vast amount of cash in the markets. This is where the Deutsche Börse Venture
Network comes into play. It matches start-ups in their growth phase looking for follow-up financing
of €1 million or more, with international investors in a targeted manner, facilitating the raising of capital.
The exclusive Venture Network online platform allows investors and entrepreneurs to establish initial
contacts, exchanging information within a protected area. Deutsche Börse Venture Network is continu-
ously growing and is becoming increasingly international: at the end of the reporting year, 175 growth
companies and 300 investors were active on the platform. The enterprises have raised around
€500 million in growth financing, and an additional €1.3 billion were raised via three IPOs directly
from the Network.
110.6
Trading¹)
104.1
441.1
391.0
Index derivatives
2016
2017
1) Incl. repo business and net interest income from banking business
2016
2017
1) The position "Trading" includes the Xetra® electronic trading system,
Börse Frankfurt as well as structured products trading.
49
50
Deutsche Börse Group financial report 2017
mainly driven by trading activity of new clients. 360T's efforts to consistently expand its network across
all regions and market segments, especially in the growth markets of Asia/Pacific and US, is now paying
off. In addition to corporates and banks, client acquisition focused on asset managers in particular -
one of 360T's key strategic focus areas for the future. New trading mechanisms in the FX spot marked
also contributed to 360T's success. All in all, 360T generated growth from its most important pillars:
geography, customer segments and products. Customers appreciate the performance of 360T's trading
platform, which became also evident in the awards recently won by 360T, including three Euromoney
awards for best "Speed of Execution", "Variety of Dealers" and "Breadth of Currencies" as well as the
FX Week Best Banks Award 2017 for "Best Professional E-Trading Venue".
MiFID II has brought about fundamental changes for the derivatives markets, too, creating new com-
petitive dynamics. Eurex is well prepared and has been supporting markets in the transition. For
instance, Eurex provides new trading models and off-book liquidity discovery services, thus addressing
the new best execution and transparency requirements. Eurex's new market making models respond
to the requirements in the fields of market making, algorithmic trading, licensing, as well as to location
and equivalence requirements.
Xetra segment
The Xetra segment generates most of its net revenue from trading and clearing cash market securities.
The primary sales driver, accounting for 63 per cent, was net revenue from trading. The central
counterparty (CCP) for equities and exchange-traded products (ETPs) operated by Eurex Clearing AG
contributed 20 per cent to the segment's net revenue; the net revenue of the CCP is determined to
a significant extent by trading activities on the trading venue XetraⓇ. Listing revenue (which accounts
for around 9 per cent) is primarily generated from existing listings and new admissions. The segment
generates another 9 per cent of net revenues with partner markets, and through cooperations with
other exchanges.
Net revenue in the Xetra segment increased by 7 per cent during the year under review. Operating costs
went down by 4 per cent year-on-year, adjusted by 2 per cent. As a result of higher net revenues and
lower costs, EBITDA increased by 28 per cent, adjusted by 23 per cent.
Trading activities on Deutsche Börse Group's cash markets - Xetra, the Frankfurt Stock Exchange and
Tradegate increased across the board during 2017. In the 2017 financial year, securities with a total
volume of €1.47 trillion were traded (2016: €1.38 trillion), marking the second highest volume since
2012. The securities include shares and bonds from German and international issuers, exchange-traded
funds (ETFs) and exchange-traded commodities (ETCs) as well as units in actively managed mutual
funds and structured products. Institutional, international and private investors with a focus on highly
liquid equities and ETFs primarily trade on the trading venue Xetra. As a result, Xetra generates by far
the highest trading volumes within the segment. In addition to Xetra, Deutsche Börse operates trading
at the Frankfurt Stock Exchange and holds a 75 per cent stake in Tradegate Exchange GmbH. Moreover,
it holds a stake of just under 20 per cent in in Tradegate AG Wertpapierhandelsbank, which holds the
remaining shares in Tradegate Exchange.
Reasons for the increase in traded volumes, in spite of persistently low equity market volatility, are
manifold: the political and economic situation in the eurozone has stabilised; especially the German
economy is showing outstanding records and full order books - at the same time, the benchmark indices
DAX and STOXX are trading at record levels. Investor confidence in Europe as a stable economic area
with good growth prospects has recovered again, whilst disenchantment was widespread in the US,
following the first year of President Trump's term of office. Moreover, during the current low interest rate
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
environment, equities are amongst the few asset classes providing investors with opportunities for higher
returns - which are gaining relevance in public discussion as a building block for private retirement
provisions over the long term.
The trading venue Xetra also gained ground compared to so-called multilateral trading facilities (MTFs);
for instance, its share - as a reference market for trading in DAX shares - increased again to 65 per cent
(2016: 57 per cent). The attractiveness of exchange trading was also enhanced thanks to T7Ⓡ, the new
trading technology to which Xetra trading migrated in July 2017, and which offers numerous advantages
such as further reductions in latency – the time for processing an order in the system.
Interest rate derivatives
208.5
189.7
Equity derivatives
It remains Deutsche Börse's goal to establish an ecosystem for growth, designed to facilitate a better
flow of investments into the real economy, and to enhance financing options for enterprises of any size.
Deutsche Börse has built "Scale", a new segment for established small and medium-sized companies
primarily from Germany. The segment was launched on 1 March 2017: by the end of the year, 48
issuers of shares and 11 issuers of bonds were listed. Traded volumes of listed enterprises which moved
to Scale have since more than doubled. In March, Deutsche Börse launched the Scale All-Share index,
which was complemented by a selection index at the beginning of 2018.
€ million
Net revenue in the Xetra segment
€ million
1,035.3
1,002.1
176.5
83.6
87.2
Other¹)
164.6
15.4
Partner markets
It was not least due to this technological renewal of its systems for the Xetra trading venue that Deutsche
Börse managed to attract further renowned issuers - Fidelity, Vanguard and Franklin Templeton - for its
ETF segment. Deutsche Börse offers investors the largest selection of ETFs of all European exchanges:
as at 31 December 2017, 1,205 ETFs were listed (2016: 1,133 ETFs). Assets under management held
by ETF issuers totalled €527.1 billion at the end of the year, a year-on-year increase of 28 per cent
(31 December 2016: €411.6 billion). Trading volumes, however, declined by 17 per cent to €131.7 bil-
lion (2016: €158.0 billion). Deutsche Börse thus remains Europe's leading marketplace for ETFs.
The most heavily traded ETFs are based on the European STOXX equity indices and on the DAX index.
64.2
FX (360T)
15.5
15.4
Listing
13.2
218.8
Commodities (EEX)
35.1
Central counterparty
for equities
31.8
37.9
36.7
66.5
Xetra-Gold, a bearer bond issued by Deutsche Börse Commodities, benefited from the stable economic
environment. The increase was due in particular to strong demand from institutional investors. At 174.2
tonnes (2016: 117.6 tonnes), gold holdings reached a record level at the year-end: assets under manage-
ment in Xetra-Gold stood at a record level of approximately €6.1 billion as at 31 December 2017
(2016: €4.2 billion). Xetra-Gold has generated the most turnover among all ETCs traded on Xetra:
aggregate order book turnover was around €2.9 billion in 2017.
212.2
The purpose of an exchange is to provide financing to, and foster growth for the real economy this is
at the very heart of an exchange's business. Against this background, 2017 was a satisfactory year for
initial public offerings (IPOs), with the total number of IPOs at the Frankfurt Stock Exchange amount-
ing to 13, compared to 19 in the previous year. The issue volume amounted to €2.7 billion (2016:
€5.2 billion). The biggest IPO of 2017 was Delivery Hero AG, an online food ordering service, with
a total issue size of €1.0 billion.
63.2
27
EBIT (adjusted)
85.6
70.5
21
Cash market: trading volume (single-counted)
Xetra trading venue
Börse Frankfurt
Tradegate
€bn
€bn
%
1,329.7
5
46.7
43.9
6
91.2
71.0
28
51
-
Deutsche Börse Group financial report 2017
52
80.5
EBIT
1,262.1
5.6
Financial key figures
2017
39
Xetra segment: key figures
2016
Change
€m
€m
Net revenue
176.5
164.6
7
Operating costs
%
97.4
23
93.5
Depreciation, amortisation and impairment losses
76.1
93.4
28
EBITDA (adjusted)
68.8
88.3
EBITDA
7.8
-4
21
Return on shareholders' equity (annual average)")
21
%
205)
27.05)
26.05)
26.0
26.05)
%
Tax rate
52
195)
62
27.0
185)
10.0
Year-end closing price
1.55)
48¹)
Gross debt/ EBITDA
17.2
14.0
14.7
10.8
Deutsche Börse shares
€bn
Average market capitalisation
96.80
77.54
81.39
59.22
60.20
€
Rating key figures
55
2.10
%
Dividend payout ratio
2.454)
2.35
2.25
2.10
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Moreover, Deutsche Börse Group paid taxes in the amount of €308.8 million during the 2017 financial
year (2016: €277.8 million). The increase in tax payments was largely due to €32.5 million in tax back
payments for previous years, resulting from an out-of-court settlement reached with the U.S. Office of
Foreign Assets Control (OFAC), the US export control authority, in 2013.
%
Other non-cash income amounted to €96.4 million (2016: €52.3 million); this was, in particular, due
to income from the sale of shares in BATS Global Markets, Inc. and ICE US Holding Company L.P. The
transactions generated cash of €274.7 million in total, reported under cash flows from investing
activities.
Cash inflows from investing activities amounted to €181.9 million in the 2017 financial year (2016:
€578.5 million).
The acquisition of Nodal Exchange Holdings, LLC by EEX for a purchase price of US$206.9 million
(equivalent to €189.6 million) involved a cash outflow of €157.5 million. Cash inflows from investing
activities in the 2016 financial year were attributable, in particular, to the sale of shares in ISE group,
which generated cash of €916.3 million (adjusted for cash and cash equivalents sold of €13.0 million
that were originally included in the cash amount). Furthermore, the sale of shares in Infobolsa S.A.
generated cash of €1.1 million (adjusted for cash and cash equivalents sold of €7.1 million).
In addition, cash inflows of €859.1 million (2016: €149.9 million) resulted from maturities of securities
with an original maturity of more than one year as well as from the disposal of shares.
Cash outflows of €312.4 million (2016: €178.9 million) were due to the acquisition of long-term
financial instruments.
At €149.2 million, investments in intangible assets and property, plant and equipment were below
the prior-year level (2016: €164.9 million); most were made in the Clearstream and Eurex segments.
Clearstream's investments related primarily to the expansion of its settlement and collateral manage-
ment systems, while Eurex invested in its trading and clearing systems.
Cash outflows from financing activities stood at €501.0 million in the 2017 financial year (2016: cash
inflows of €848.8 million). Cash outflows of €28.2 million were attributable to the purchase of treasury
shares, within the scope of the share repurchase programme which commenced in November 2017.
1.55)
Taking the change in CCP positions into account, cash flow from operating activities amounted to
€1,056.2 million (2016: €1,621.4 million).
45
615)
555)
EBITDA margin, based on net revenue
26
25
27
235)
225)
%
585)
Personnel expense ratio (staff costs / net revenue)
4,731
4,460¹)
3,911
3,515
Employees (average annual FTEs)
535)6)
545)
5,183
1.95)
€bn
1.4
576.5
Consolidated cash flow statement (condensed)
volume for the period)
Global Securities Financing (average outstanding
13,465
13,075
13,274
609.8
12,215
€bn
Value of securities deposited (annual average)
Clearstream
1,675.9
1,672.6") 1,727.5
2,097.9
2,191.9
11,626
m
598.6
459.8
As an international capital markets organiser, Deutsche Börse aims to build and grow trust in market
structures. As a listed company included in DAX®, it wants to lead by example. And as a corporate
citizen, it endeavours to use the expertise it deploys to successfully manage its core business in such
As a provider of predominantly electronic services, Deutsche Börse Group engages in relatively little
environmentally sensitive activity from a corporate ecology perspective; hence, no detailed report is
provided in this respect. Nonetheless, the company is committed to protecting the environment, and to
conserving natural resources. Deutsche Börse Group has outlined its ecological policies in its code
of business conduct. Indicators for its environmental sustainability performance are available on its
website: www.deutsche-boerse.com > Sustainability > Reporting > ESG indicators. Moreover,
environmental protection issues are relevant for the design of individual products or services; related
measures are described in detail in the "Product matters" section.
The combined non-financial statement outlines the management approaches, objectives, measures and
performance indicators that Deutsche Börse Group applies with respect to employee matters (see the
"Employees" section), compliance including the combat against corruption and bribery, social matters,
and product matters. Active protection of human rights is a key element of Deutsche Börse Group's
corporate responsibility. The Group addresses this at various points along the value creation chain.
Relevant matters in this non-financial statement are reflected, in particular, in the "Employees"
section, and in the “Human rights in the supply chain" section, which focuses on the Group's
procurement. It also provides information on the risks the company's business model is exposed to in
connection with these aspects.
A process-based materiality analysis is a key element of Deutsche Börse Group's sustainability strategy:
in particular, this means considering the needs and expectations of relevant internal and external
stakeholders, on an ongoing basis. This is the only way in which the Group is able to identify and
analyse opportunities and risks in its core business activities at an early stage, and to define concrete
areas of entrepreneurial activity on this basis. The purpose of this process is to determine topics which
are of particular importance for the company's business activities, and which have a significant impact
upon non-financial matters.
This combined non-financial statement for Deutsche Börse Group and the parent company Deutsche
Börse AG is integrated into the combined (Group) management report; it complies with the requirements
of sections 289b-e and 315b-c of the Handelsgesetzbuch (HGB, German Commercial Code), and of
the Deutscher Rechnungslegungs Änderungsstandard Nr. 8 (DRÄS 8, German Amendment Accounting
Standard No. 8). It is also in accordance with the G4 Standard ("Core" option) of the Global Reporting
Initiative (GRI). A detailed overview of all GRI indicators (GRI index) is available at www.deutsche-
boerse.com > Sustainability > Reporting > GRI. Information of this nature which is referenced in
the non-financial statement does not form part of the statement itself. In line with the combined
management report, qualitative statements apply equally to Deutsche Börse Group as well as to the
parent entity Deutsche Börse AG, unless statements explicitly refer to the parent. In some cases,
quantitative details concerning the parent entity are disclosed separately.
Combined non-financial statement
For details on the ongoing disputes between the Central Bank of Iran and Clearstream Banking S.A.,
Luxembourg, see the “Legal disputes and business practice" section in the risk report.
515.9
Report on post-balance sheet date events
66
65
8) Since Q3/2013, this figure has included warrants and certificates due to the full consolidation of Börse Frankfurt Zertifikate AG.
7) Net profit for the period attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based on the quarter-end balance of
shareholders' equity
5) Adjusted for non-recurring effects; please refer to the consolidated financial statements for the respective financial year for adjustment details.
6) Amount based on the proposal to the Annual General Meeting 2018
2) Only Clearstream segment
1) Figure for 2015 without consideration of ISE, which represents a discontinued operation due to its disposal as at 30 June 2016
Deutsche Börse Group financial report 2017
1.5
Number of contracts
1,467.6
Rating
Clearstream Banking S.A.: Standard & Poor's
AA
AA
AA
AA
AA
AA
Rating
32.7
25.3
23.2¹)
26.05)
20.15)
%
Interest coverage ratio
Deutsche Börse AG: Standard & Poor's
Eurex®
AA
AA
1,377.0
1,635.7
1,282.6
1,157.6
€bn
Trading volume (single-counted)³)
XetraⓇ, Börse Frankfurt and Tradegate
AA
Market indicators
AA
AA
AA
AA
Rating
Fitch
AA
AA
2017
16.5
€m
4.68
3.87
3.31¹)
4.14
2.60
€
Earnings per share (basic)
874.3
722.1
613.3")
762.3
478.4
€m
Net profit for the period attributable to
159.9
Consolidated cash flow statement
Cash flows from operating activities
€m
728.3
3,752.1
3,268.0
€m
Equity
10,883.7
11,938.7
14,386.9
1,528.5
11,267.2
€m
Non-current assets
Consolidated balance sheet
1,056.2
1,621.4
10.1
677.3
8,796.9
1,239.2
131.0
1,054.6")
119.0
1,136.1
124.8
thereof net interest income from banking business
1,912.3
€m
Net revenue
Consolidated income statement
2017
2016
€m
2015
2013
Deutsche Börse Group: five-year overview
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
The Group's net assets, financial position and results of operations can be considered to be in an
orderly state.
Deutsche Börse AG has offered its shareholders attractive returns for years and financial year 2017 is
no exception. At €2.45 (2016: €2.35), the dividend proposed for distribution to shareholders is above
the prior-year level. In addition, the distribution ratio decreased slightly as a result of the improvement in
earnings, falling from 54 per cent in the previous year to 53 per cent in the year under review (adjusted
for non-recurring effects in both cases), and was thus in line with the Executive Board's forecast range
of 40 to 60 per cent.
Rating agencies again affirmed the Group's credit quality, awarding it excellent ratings in 2017. On
24 November 2017, Standard & Poor's affirmed the AA credit rating of Deutsche Börse AG raising
the negative outlook to stable. On the same day, Standard & Poor's - just like Fitch Ratings on
2 September 2017 - affirmed the AA credit rating of Clearstream Banking S.A. Both ratings were
assigned a stable outlook.
2) Annual average
2014
3,695.1
35.92)
2,220.3¹)
50.6
857.6
118.8
€m
Depreciation, amortisation and impairment losses
€m
amortisation (EBITDA)
Earnings before interest, tax, depreciation and
-1,186.4 -1,131.6
2,047.8
37.6
-1,164.2")
-1,064.0
€m
amortisation and impairment losses)
Operating costs (excluding depreciation,
132.6
2,462.3
2,388.7
84.0
-990.0
4,623.2
4,959.4
Non-current interest-bearing liabilities
Additional cash outflows totalling €39.3 million were related to dividend distributions to non-controlling
shareholders of subsidiaries, and to increases of shareholdings in already fully consolidated subsidiaries.
During the 2016 financial year. Deutsche Börse AG repaid private placements prior to maturity; this led
to cash outflows of €321.6 million.
No commercial paper was outstanding as at 31 December 2017, unchanged from the year before.
In addition, Deutsche Börse AG distributed €439.0 million in dividends for the 2016 financial year
(dividends for the 2015 financial year: €420.1 million).
As in previous years, the Group assumes it will have a strong liquidity base in financial year 2017 due
to its positive cash flows from operating activities, adequate credit lines and flexible management and
planning systems.
Operating leases
Deutsche Börse Group mainly uses operating leases for the office building in Eschborn that the Group
moved into in the second half of 2010 and for the buildings used by Clearstream International S.A. in
Luxembourg (see ☑note 38 to the consolidated financial statements for details).
Liquidity management
Deutsche Börse Group financial report 2017
Deutsche Börse Group primarily meets its operating liquidity requirements from internal financing, i.e.
by retaining generated funds. The aim is to provide enough liquidity to cover operating costs for one
quarter (currently between €150 million and €250 million). An intra-Group cash pool is used for pool-
ing 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 collateralised 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 recent years, Deutsche
Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to meet its
structural financing needs.
Interest expense from financing activities
Fixed-rate bearer bond (term until March 2018)
Fixed-rate bearer bond (term until October 2022)
Fixed-rate bearer bond (term until October 2025)
Fixed-rate bearer bond (hybrid bond)
Private placements¹)
Commercial paper
Deutsche Börse Group's interest coverage ratio
Other interest expense
58
1,458.1
€m
Cash flows from operating activities (excluding CCP positions)
1,107.2
856.6
Cash flows from operating activities
1,056.2
1,621.4
57
Cash flows from investing activities
Cash flows from financing activities
-501.0
578.5
-848.8
Cash and cash equivalents as at 31 December
Cash and other bank balances as at 31 December
580.2
1,297.6
-146.9
181.9
2016
Total interest expense (incl. 50 per cent of the hybrid coupon)
Interest coverage³)
4.4
43.7
4.5
53.3
1,431.1
32.7
1,345.7
25.3
1) Bought back with the proceeds from the sale of ISE mid-2016
€0 m 20172)
€
Performance indicators
1,688.43)
2,284.7
2,546.5
1,428.53)
1,521.9
€m
Dividend per share
EBITDA (adjusted)
€35 m 2016²)
US$290 m
Issue volume
2017
2016
€m
€m
€600 m
7.6
9.3
7.4
14.8
14.8
€500 m
8.7
8.7
€600 m
17.2
€600 m
Deutsche Börse AG shareholders
3) Bonds that will mature in the following year are reported under "other current liabilities" (2014: €139.8 million, 2017: €599,8 million).
4) Proposal to the Annual General Meeting 2018
3) EBITDA / interest expense from financing activities (includes 50 per cent of the interest on the hybrid bond)
4,623.2
Liabilities
130,182.0
159,219.9
thereof non-current liabilities
7,023.8
8,669.8
thereof financial instruments held by central counterparties
4,837.2
4,959.4
5,856.6
1,688.4
2,284.7
thereof current liabilities
123,158.2
150,550.1
thereof financial instruments held by central counterparties
78,798.6
107,479.4
thereof cash deposits by market participants
thereof interest-bearing liabilities
29,215.3
Equity
1,458.1
thereof financial assets
1,732.3
1,920.9
thereof receivables and securities from banking business
1,563.0
1,604.8
thereof financial instruments held by central counterparties
4,837.2
5,856.6
EQUITY AND LIABILITIES
Current assets
151,904.4
thereof financial instruments held by central counterparties
79,510.7
107,909.6
thereof restricted bank balances
29,392.0
27,777.6
thereof other cash and bank balances
1,297.6
124,257.7
2,721.1
61
Deutsche Börse Group financial report 2017
20%
External costs
2%
External creditors
17%
Taxes
22%
Retained
earnings
Depreciation and amortisation
The Executive Board believes that Deutsche Börse Group's financial position was extremely sound
during the reporting period. The Group generated high operating cash flows, as in the previous year.
Given the increase in adjusted EBITDA, Deutsche Börse Group was able to further improve the ratio
of interest-bearing gross debt to EBITDA at Group level: at 1.4, the Group achieved its target of a
ratio below the target level of 1.5.
Deutsche Börse Group financial report 2017
64
63
(dividends)
Shareholders
24%
34%
Employees
Value added
74%
Executive Board. Overall, the Group recorded a 3 per cent increase in net revenue. Operating costs were
down 5 per cent on 2016's figure during the year under review, largely due to lower costs incurred in
connection with mergers and acquisitions. Adjusted by such effects, costs incurred decreased in 2017
by 1 per cent compared to the previous year. Adjusted for non-recurring effects, net profit for the period
attributable to Deutsche Börse AG's shareholders was up by 6 per cent, and thus below the forecast
range of between 10 per cent and 15 per cent.
62
6%
Distribution of value added
Current assets decreased, driven in particular by financial instruments held by central counterparties
and the decline of receivables and securities from banking business, while restricted bank balances
increased. This was mainly driven by two factors: higher client cash deposits at Clearstream, and higher
cash collateral provided by the clearing members of Eurex Clearing AG during the year under review.
The financing of assets was provided through equity and debt capital. Equity increased year-on-year,
driven particularly by the accounting profit realised with the full disposal of the remaining stake in BATS
Global Markets and ICE US Holding Company.
Non-current liabilities declined, driven mainly by two factors: firstly, financial instruments held by central
counterparties decreased. This liability item is matched by an asset item in the same amount. Secondly,
interest-bearing liabilities declined due to a reclassification of a bond in the amount of €599.8 million
maturing in 2018.
The main changes within the non-current liabilities item occurred in the following areas:
■ A decline in financial instruments held by central counterparties
■ An increase of liabilities from cash deposits by market participants as a result of higher cash collateral
provided by the clearing members of Eurex Clearing AG; the main reason for this increase was that
clearing participants provided a larger proportion of cash compared to securities as collateral for Eurex
Clearing AG during the reporting period
Overall, Deutsche Börse Group invested €149.2 million in the continued business in intangible assets
and property, plant and equipment (capital expenditure or capex) in the reporting period (2016:
€152.6 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
items and commercial paper. Current assets, excluding technical closing-date items, amounted to
€1,020.9 million (2016: €1,293.6 million). As Deutsche Börse Group collects fees for most of its
services on a monthly basis, the trade receivables of €329.4 million included in current assets as
at 31 December 2017 (31 December 2016: €669.8 million) were relatively low compared with net
revenue. The current liabilities of the Group, excluding technical closing-date items, amounted to
€1,280.1 million (2016: €1,452.8 million, excluding technical closing-date items). The Group therefore
had slightly negative working capital of €259.2 million at the end of the year (2016: €159.4 million).
Value added: €1,879.6 million
Technical closing-date items
The "financial instruments of the central counterparties" item relates to the function performed by Eurex
Clearing AG and European Commodity Clearing AG: since the latter act as the central counter parties for
Deutsche Börse Group's various markets, their financial instruments are carried in the balance sheet at
their fair value. The financial instruments of the central counterparties are described in detail in the
risk report and in ☑notes 3, 15 and 36 to the consolidated financial statements.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under “restricted bank
balances". The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €27 billion and €35 billion
(2016: between €24 billion and €29 billion).
Value added: breakdown of company performance
Value added is calculated by subtracting depreciation and amortisation as well as external costs from
the company performance. In 2017, the value added by Deutsche Börse Group amounted to
€1,879.6 million (2016: €1,627.1 million). The breakdown shows that large portions of the generated
value added flow back into the economy: 24 per cent (€456.4 million) benefit shareholders in the form
of dividend payments, while 34 per cent (€638.3 million) was attributable to staff costs in the form of
salaries and other remuneration components. Taxes accounted for 17 per cent (€311.0 million), while
2 per cent (€47.6 million) was attributable to external creditors. The 22 per cent value added that
remained in the company (€410.2 million) is available for investments in growth initiatives, among
other things (see “Origination of value added" and "Distribution of value added" charts).
Overall assessment of the economic position by the Executive Board
The economic environment in 2017 continued to show signs – in some cases clearly - of a continued
recovery, both in Europe and on a global scale. Moreover, interest rates rose, at least in the US. Yet at
the same time, volatility on the equity markets remained very low, reaching several historical lows during
the second half of 2017. Against this background, equity index derivatives volumes declined signifi-
cantly, whilst equities trading showed slight increases. The energy markets had to deal with temporary
uncertainty, which negatively impacted volumes in power products for the German and Austrian markets -
key volume drivers. In summary, these opposing factors led Deutsche Börse Group's financial perform-
ance to develop positively during the 2017 financial year, albeit below the range anticipated by the
-
Origination of value added
Company performance: €2,532.8 million
The "receivables and securities from banking business” and “liabilities from banking business" balance
sheet items on the balance sheet are technical closing date items that were strongly correlated in the
reporting period and that fluctuated between approximately €13 billion and €17 billion (2016: between
€14 billion and €20 billion). These amounts mainly represent customer balances in Clearstream's
international settlement business.
2,770.9
27,777.6
4,091.0
Fixed-rate bearer bond
€500 m
DE000A1684V3
10 years
October 2025
1.625%
Listing
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Fixed-rate bearer bond
October 2022
€600 m
(hybrid bond)
Call date
5.5 years/
final maturity in
25.5 years
February 2021/
February 2041
2.75% (until
Luxembourg/
call date)
Frankfurt
59
60
DE000A161W62
Deutsche Börse Group financial report 2017
10 years
€600 m
3,972.0
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
Capital management
The company's clients generally expect it to maintain conservative interest coverage and leverage ratios,
and to achieve good credit ratings. According to the definition of the rating agency, only 50 per cent of
the Group's hybrid bond is deducted to determine gross debt as well as interest expenses. Therefore, the
Group targets a minimum consolidated interest coverage ratio (defined as the ratio of EBITDA to interest
expenses from financing activities) of 16. During the reporting period, Deutsche Börse Group achieved
this target, with an interest coverage ratio of 32.7 (2016: 25.3). This figure is based on relevant interest
expenses of €43.7 million and adjusted EBITDA of €1,431.1 million.
Data included for the purpose of calculating interest coverage comprises interest expenses incurred for
financing Deutsche Börse Group, less interest expenses incurred by subsidiaries which are also financial
institutions, including Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG.
Interest expenses incurred which are not related to Group financing are not included in the calculation
of interest coverage.
Moreover, Deutsche Börse targets a maximum ratio of interest-bearing gross debt to EBITDA of 1.5 at
Group level. During the reporting period, the Group achieved the target ratio of gross debt to EBITDA of
1.4. This figure is based on gross debt of €1,988.4 million, and adjusted EBITDA of €1,431.1 million.
Gross debt consisted of interest-bearing liabilities of €1,988.4 million.
Furthermore, the company endeavours to maintain the strong AA credit rating of Clearstream Bank-
ing S.A., in order to ensure the long-term success of its Clearstream securities settlement and custody
segment. The activities of the Eurex Clearing AG subsidiary also require Deutsche Börse AG to have
and maintain a strong credit quality.
Also, Deutsche Börse AG has publicly stated its intention to maintain certain additional financial
indicators for Clearstream entities which the company believes to be consistent with an AA rating.
Specifically, this involves a commitment to maintain minimum tangible equity (equity less intangible
assets) of €700 million for Clearstream International S.A., and of €400 million for Clearstream
Banking S.A. During the reporting period, Clearstream International S.A. fulfilled this commitment,
reporting tangible equity of €1,206.6 million; the figure for Clearstream Banking S.A. was
€1,213.6 million, also in line with this target. To the extent that the Clearstream subgroup has financial
liabilities to non-banks, the subgroup is committed to a minimum interest coverage ratio of 25. During
the reporting period as in the previous year, Clearstream had no financial liabilities to non-banks; for this
reason, no interest coverage ratio is being reported.
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2017)
DE000A1RE1W1
Туре
ISIN
Term
Fixed-rate bearer bond
€600 m
DE000A1R1BC6
5 years
Maturity
March 2018
Coupon p.a.
1.125%
Fixed-rate bearer bond
Issue volume
Dividends and share buy-backs
2.375%
11,939.7
1,213.6 1,179.4
Standard & Poor's
AA
A-1+
Executive and Supervisory Boards | Management report | Financial statements | Notes
Report on economic position
On the same date, S&P affirmed the AA credit rating of Clearstream Banking S.A. with a stable outlook.
The rating reflects the strong risk management, minimum debt levels, as well as Clearstream's strong
position on the international capital markets, especially through its international custody and transaction
business.
As at 31 December 2017, Deutsche Börse AG was one of only two DAX-listed companies that had been
awarded an AA rating by S&P. The ratings histories of Deutsche Börse AG and Clearstream are given in
the five-year overview.
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
Deutsche Börse Group's non-current assets include primarily intangible assets and financial assets as
well as financial instruments held by central counterparties. The last category represented the largest
item. This asset item is matched by a liability item in the same amount. Receivables and securities from
the banking business, which Deutsche Börse Group holds as financial assets, remained all about the
same compared with the previous year, in line with goodwill and other intangible assets.
Tangible equity of Clearstream Banking S.A.
(as at the reporting date)
Consolidated balance sheet (extracts)
31 Dec 2016
€m
€m
ASSETS
Non-current assets
thereof intangible assets
thereof goodwill
10,883.7
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. In recent years
(where the Group's net profit was lower), the dividend payout ratio was kept at the upper end of this
range, in order to distribute stable dividends to shareholders. Given the expected Group's profit growth,
the company aims for a dividend payout ratio in the middle of the range between 40 and 60 per cent
going forward.
31 Dec 2017
F1+
Net assets
Furthermore, Deutsche Börse AG announced in April 2017 that it would launch a share repurchase
programme with a volume of around €200 million during the second half of 2017. The programme has
been operational since 27 November 2017, and is scheduled for completion by end of March 2018
at the latest. On top of this, Deutsche Börse AG announced on 5 December 2017 that it will launch an
additional share repurchase programme with a volume of around €200 million as well during the course
of 2018. The company's objective, in the context of these repurchase programmes, is to achieve a
balanced use of freely available funds of some €800 million. The company generally expects to use
available funds primarily for organic growth, but also, secondarily, for complementary external develop-
ment. Further details on the purchase of treasury shares within the scope of the share repurchase
programme, pursuant to section 160 (1) no. 2 of the AktG are available in the ☑notes to Deutsche
Börse AG's annual financial statements, section “Equity".
For financial year 2017, Deutsche Börse AG is proposing that the Annual General Meeting resolve to pay
a dividend of €2.45 per no-par value share (2016: €2.35). This dividend corresponds to a distribution
ratio of 53 per cent of net profit for the period attributable to Deutsche Börse AG shareholders, adjusted
for non-recurring effects described in the “Results of operations" section (2016: 54 per cent, also
adjusted for non-recurring effects). Given 186.3 million no-par value shares bearing dividend rights, this
would result in a total dividend of €456.4 million (2016: €439.0 million). The aggregate number of
shares bearing dividend rights is produced by deducting 6.4 million treasury shares from the ordinary
share capital of 193.0 million shares.
AA
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 27 September 2017, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a
stable outlook. The rating reflects Clearstream Banking's leading position in the post-trade business and
its very low risk appetite, combined with strict risk management systems, diligent liquidity management,
as well as its impeccable capitalisation.
On 24 November 2017, S&P affirmed the AA credit rating of Deutsche Börse AG, raising the outlook
from "negative" to "stable".
Relevant key performance indicators
Long-term
Short-term
2017
€m
Credit ratings
€m
Fitch
2016
1,206.6 1,092.1
national S.A. (as at the reporting date)
Tangible equity of Clearstream Inter-
Clearstream Banking S.A.
AA
Deutsche Börse AG
Standard & Poor's
A-1+
148
35
107
20
76
Junior management
11
66
26
14
41.3
Senior and middle management
271
622
693
1,525
370
875
Full-time equivalents
53
103
18
1
697
43.5
Junior management
2
1
1
3
1
3
Senior and middle management
147
28
290
59
148
40
Part-time employees
242
503
632
1,270
337
Staff
39.8
30-39 years
40.0
418
650
983
1,584
518
915
Female
Male
Female
306
Male
Male
Luxembourg
Germany
All locations
Deutsche Börse Group
Deutsche Börse AG
Average age
Under 30 years
2
Female
113
447
198
43.5
47
49
159
156
88
82
115
151
358
495
175
245
178
272
269
486
142
282
78
179
42.4
1
207
0
Employees by segment
as at 31 December 2017
Employees by country/region
410 employees left the Group during the course of the year (excluding deconsolidation effects, and also
excluding the number of employees who accepted one of the Group offers within the framework of
efficiency programmes and left the company, or who entered partial retirement), whilst 898 staff joined
the Group (excluding consolidation effects). The fluctuation rate was 7.4 per cent (unadjusted: 8.7 per
cent) and thus, below the previous year (2016: 7.7 and 9.8 per cent). At the end of the year under
review, the average length of service for the company was 9.4 years (2016: 8.9 years).
As at 31 December 2017, Deutsche Börse Group employed a total of 5,640 staff (31 December 2016:
5,176), having 85 nationalities at 39 locations worldwide. The average number of employees in the
reporting period was 5,567 (2016: 5,095). Staffing numbers at Group level were up by approximately
9 per cent year-on-year, due in particular to the internalisation of external staff at the beginning of the
year under review (+339 employees) and the consolidation of EEX subsidiary Nodal Exchange
(+53 employees). Moreover, new jobs were created in the Investment Funds Services and Datafication
areas (+30 employees). Including part-time employees, there was an average of 5,183 full-time
equivalents during the year (2016: 4,732). As at 31 December 2017, the proportion of part-time
employees was higher in the general workforce than in management, and it was higher amongst women
than amongst men.
Staff development
This chapter provides an overview of key figures reflecting staff developments at Deutsche Börse Group;
at the same time, it satisfies the requirements for reporting on employee matters, as part of the non-
financial statement.
Employees
a way that enables contribution to resolving social challenges. Please refer to the "Fundamental
information about the Group" section for a detailed description of Deutsche Börse Group's business
model. Deutsche Börse Group acts "with an eye to the future". Its sustainability strategy of the same
name defines the Group's understanding of entrepreneurial responsibility, and guides its operations.
Please see the “Management approach for a Group-wide commitment to sustainability" section.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Non-financial statement
31 Dec 2017
Leavers
Staff turnover
45
53
31
30
33
33
Over 15 years (%)
26
Joiners
Male
Female
7%
United Kingdom
Services
40-49 years
140
347
Ireland
Market Data +
310
527
837
Czech Republic
11%
418
650
1,068
Luxembourg
Xetra
983
1,584
2,567
Germany
21
25
26
21
58
68
77
70
79
Proportion of graduates (%) ¹)
0
3
26
33
12
18
Disabled employees
139
27
286
55
145
36
Staff
6
56
3
Apprentices
8
21
5-15 years (%)
29
26
44
44
46
46
Under 5 years (%)
Length of service
05
15
11
116
129
78
79
Interns and students
0
8
11
11
50 years and older
30.6
Key data on Deutsche Börse Group's workforce as at 31 December 2017
Accident
insurance
Sports and
leisure
Childcare
€ thous.
€ thous.
Lunch
allowance
Total expenses for employee benefits
The appraisal system is applied equally to female and male employees. A separate target-agreement
system exists for managerial staff. Since 2016, Deutsche Börse Group has also conducted 360-degree
feedback for executive staff, irrespective of whether they have staff responsibility. This system permits
open and constructive feedback - from different parties - on one's own behaviour: this is the only way to
recognise any discrepancies between self-evaluation and the assessment of others, as a basis for further
personal development. A response rate of more than 86 per cent shows that the programme was once
again very well received in 2017. In addition, team leaders participated in this process for the first time
in 2017, thus significantly increasing the number of feedback receivers.
Newly hired employees will receive an appraisal and agree upon targets following expiry of their
probationary period.
■ Pursuant to an employer/works council agreement, German employees aged 59 or older may waive the
annual appraisal and target-setting process.
Savings
plans
Managers hold appraisal discussions with employees within their area of responsibility, jointly defining
targets for the next year; these discussions are documented. 91 per cent of employees recorded in
Deutsche Börse Group's internal staff performance appraisal system receive an assessment. The
remaining 9 per cent are attributable to the following special provisions:
The digital "Future Workplace” environment supports collaboration throughout the Group; it brings
colleagues around the world closer together and facilitates everyday work routines for all members of
staff. Future Workplace comprises the Microsoft SharePoint collaboration platform, the Skype for
Business messenger and video call service, as well as Good Work for mobile business communications.
During the year under review, a pilot scheme for a ground-breaking model for staff collaboration at
Deutsche Börse Group was launched at the Eschborn headquarters. The so-called CoWorking Space
comprises different modules, facilitating the perfect combination of architecture, design and technology -
thus creating an individual and flexible working environment for all.
Future Workplace
a 2.5 per cent voluntary salary increase for tariff employees in Germany during financial year 2017.
Salaries were also adjusted at the other locations.
Deutsche Börse Group financial report 2017
70
69
1) Employees whose parental leave ended in 2017, and who remained with the company
97
100
Feedback for employees and managers
Travel
expenses
€ thous.
€ thous.
0
1,548.9
Luxembourg
986.9
819.4
184.3
66.7
945.7
3,825.4
Germany
Deutsche Börse Group
565.8
468.3
978.0
36.5
531.1
2,264.6
All locations
Deutsche Börse AG
€ thous.
€ thous.
68
73
98
80
An "Elder and Family Care" programme to facilitate support for family members requiring care
■
■
Option to work from home (home office)
■
It is Deutsche Börse Group's declared intention to achieve a reasonable work-life balance. The company
offers a number of options designed to achieve a positive work-life balance as part of its “Job, Life &
Family" initiative:
At the same time, Deutsche Börse Group is well aware of its duty of care, and attaches great importance
to the health and well-being of employees. Deutsche Börse Group offers a variety of sports and
relaxation courses to its employees (also refer to the “Training and continuing professional develop-
ment" section). One of the objectives pursued with these measures is to ensure that employees not only
remain healthy despite a high workload, but also to keep sickness levels within the company as low as
possible. For example, since 2016, the company has been assigning increased importance to the fact
that employees take their annual vacation during the course of the year. The sickness ratio within
Deutsche Börse Group stood at 3.0 per cent during the year under review (2016: 2.9 per cent), within
the parent company Deutsche Börse AG at 3.9 per cent (2016: 3.8 per cent).
Work-life balance
Within the scope of its growth strategy, the Group increased its emphasis upon a high-performance
culture, with a more distinct focus on clients' needs and on innovation. This culture is supported
by a remuneration system for executive staff which incorporates growth, performance and financial
indicators to a higher extent than before.
Non-financial statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
31
74
172
133
64
137
370
327
Total
20
Option to take sabbaticals, e.g. in Germany, Luxembourg, Prague and Cork
7.6
Depending on the specific environment and employee needs, Deutsche Börse Group has made various
childcare offers available at different locations - such as emergency parent-child offices in Eschborn,
Luxembourg and Prague, as well as a childcare subsidy in Germany (up to a maximum of €255.65 net
per child, paid monthly until the child reaches the age of six years, or until enrolment at school).
Deutsche Börse Group offers its employees a wide range of benefits, over and above statutory require-
ments (see the "Total expenses for employee benefits" table). Full-time and part-time staff receive the
same benefits. At €118 thousand, average staff costs for employees and executive staff (adjusted for the
costs of efficiency programmes and staff costs for the members of the Executive Board) slightly decreased
year-on-year (2016: €121 thousand). Staff costs per employee at the parent entity Deutsche Börse AG,
which accounts for the largest part of the Group's executive staff, amounted to €149 thousand (2016:
€163 thousand). In addition to the base salary they include, among others, social benefits, pension
provisions and variable remuneration components. The Executive Board of Deutsche Börse AG resolved
94
100
17
23
22
23
Deutsche Börse Group
Deutsche Börse AG
%
Female
Male
%
Female
Multiple-year return ratio"
Male
Female
Male
T
in 2017
Entered parental leave in 2017
Returned from parental leave
Key figures on parental leave
Deutsche Börse Group offers parental leave at all its locations, in accordance with applicable national
regulations (see the ☑“Key figures on parental leave" table). The high ratio of employees returning from
parental leave indicates a pleasant working atmosphere and good employment conditions within the
company.
Employees
115.6
113.9
3.5
3.4
3.3
3.4
3.3
3.1
3.4
3.1
2.8
3.6
3.3
Female
Male
Total
Female
Male
Deutsche Börse Group
Deutsche Börse AG
1) FTE = full-time equivalent
thereof employees
Total
3.5
24,395
11,455
Deutsche Börse Group financial report 2017
74
73
96
98
94
95
97
94
%
4
2
6
5
3
6
%
147,966
55,518
92,448
35,850
thereof managers
Number of hours
Average number of training days per employee
Average number of training days per FTE¹
Key figures on staff training in 2017
Deutsche Börse Group does not tolerate any discrimination, whether on the grounds of gender, sexual
orientation, race, nationality, ethnic origin, age, religion or disability, irrespective of whether behaviour
among employees is concerned or the placement of orders with third parties. In 2017, there were no
confirmed incidents of discrimination at the Frankfurt/Eschborn, Luxembourg, Prague and Cork locations
(which are covered by reporting); accordingly, no counter-measures were required.
As a global enterprise, Deutsche Börse Group advocates openness and fairness in the workplace. This is
why Deutsche Börse AG signed the “Diversity Charter", to support recognition, appreciation and integra-
tion of diversity in the working environment. For Deutsche Börse Group, diversity within the company is
the basis for achieving a corporate culture characterised by open dialogue, trust, and mutual acceptance.
This culture is based, for instance, on the "People Principles", which set out expectations for collegial
and professional cooperation within the Group. Looking at the diversity of the workforce, the “Respect"
principle is particularly relevant: we value the diversity of our global team and we consider the perspec-
tives of others. We are professionals with a personal touch. We welcome colleagues in all locations,
regardless of their position or business background. We are conscious of the impact of our behaviour
on others.
Promoting diversity and gender equality
Subsidiaries EEX and 360T use their own appraisal systems; data collected is not recorded or provided
centrally. The long-term objective is to harmonise appraisal and target-agreement processes across the
entire Group, and to enhance availability and transparency of the data collected.
360-degree feedback is analysed by an external service provider, whereby the various assessments from
different appraisal groups are compared against each other, as well as against the feedback recipient's
self-evaluation. The findings gained are incorporated in managers' development planning.
Non-financial statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
0
0
17.0
26.4
0
238.7
Ireland
104.0
1,013.6
24.7
222.4
168
678.0
Czech Republic
MarketPride - the network of lesbian, gay, bisexual, transgender, intersex and queer (LGBTIQ) colleagues,
is a vivid example of diversity: MarketPride's goal is to promote respect and tolerance
very much in
line with the People Principles and the Diversity Charter. Specifically, MarketPride seeks to be a point of
contact on LGBTIQ-related issues; the network offers regular meetings and information events.
0
Deutsche Börse Group's Equal Opportunities Officer safeguards the equal treatment of staff members in
a corporate culture shaped by diversity. Moreover, Human Resources has implemented processes
designed to ensure appropriate personnel selection, and which allow the Group to take prompt action
whenever discrimination is suspected.
Target quotas for women
In the area of continuing professional development, the Group invested an average total of 3.3 days per
employee in 2017 (2016: 3.8 days) and, among other things, conducted 1,568 internal training events
(2016: 1,524 internal training events). Of these, 33 per cent were on business-related issues, 33 per
cent covered specialist topics, 10 per cent dealt with the work-life balance, 24 per cent were on IT
subjects or part of induction training.
For instance, experienced colleagues act as mentors for new joiners, helping them to become familiar
with Deutsche Börse Group. They assist new colleagues in networking beyond their own department,
and offer a comprehensive cross-divisional understanding of the company. The "New Role" mentoring
programme makes it easier for colleagues to take on a new management role.
Deutsche Börse assigns high priority to training its staff and to providing continuing professional devel-
opment: employees continuously refresh and expand their knowledge of financial markets; they can also
receive regular tutoring on their communications and organisational skills. Through a broad range of
internal and external training measures, Deutsche Börse supports managers and staff in mastering their
individual challenges.
Training and continuing professional development
During the year under review, nine employees (four women and five men) were admitted to the "Evolv-
ing Leaders"
programme, and six employees (two women and four men) to the "Show Your Talent"
initiative. Four Evolving Leaders and one Show Your Talent member work at the parent entity Deutsche
Börse AG.
Talents can apply for one of the programmes. Representatives and managers of various divisions take
part in the selection process and evaluate participants based upon defined criteria.
Non-financial statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
preneurial and innovative potential. At the same time, the programmes are designed to strengthen staff
commitment and their performance orientation.
-
To motivate and promote top talent is a key instrument for Deutsche Börse Group to remain sustainably
successful in this digital age. Two programmes were launched to this end: the Evolving Leaders pro-
gramme, which is designed to identify and promote future managers from within the Group, and the
"Show Your Talent" initiative, which is set to create visibility for and to support - employees' entre-
Talent promotion
women.
In order to raise the share of women in executive positions, the company explicitly ensures that women
are also identified as candidates for executive positions. In principle, however, qualifications are decisive
when filling such vacancies. In addition, Deutsche Börse Group offers numerous additional tools to
promote female employees, such as targeted succession planning, a mentoring programme involving
internal and external mentors, a women's network, as well as training courses designed specifically for
Measures to promote women
In 2010, the Executive Board had already set a voluntary target for Deutsche Börse Group to increase
its proportion of women in middle and senior management to 20 per cent, and in junior management to
30 per cent, by 2020. The Group has affirmed this ambition. These targets relate to Deutsche Börse
Group worldwide, including subsidiaries. In contrast to statutory obligations, the voluntary commitment
is based on a wider definition of management levels, including team leaders, for example. In Deutsche
Börse Group's global operations, as at 31 December 2017, these quotas stood at 14 per cent for middle
and senior management and 29 per cent for junior management levels. In the Group's German loca-
tions, they were 15 per cent and 26 per cent, respectively. For more details regarding targets for female
quotas, please refer to the ☑ section entitled "Combined corporate governance statement and corporate
governance report - target figures for the proportion of female executives beneath the Executive Board".
made. In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an
Führungspositionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberg, German Act
on the Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors),
Deutsche Börse AG's Supervisory Board and Executive Board have defined target quotas for women on
these boards, and for the two management levels directly beneath the Executive Board. These target
quotas relate to Deutsche Börse AG in Germany (excluding subsidiaries) and were valid until 30 June
2017. Deutsche Börse AG exceeded these targets. Therefore, its Supervisory Board and Executive Board
resolved to set further targets, to be achieved by 31 December 2021: by that point in time, the proportion
of females holding positions in the first and second management levels beneath the Executive Board is
planned to amount to 15 per cent and 20 per cent, respectively. As at 31 December 2017, the pro-
portion of female employees of Deutsche Börse AG in Germany holding positions in the first and second
management levels beneath the Executive Board stood at 10 per cent and 16 per cent, respectively.
Deutsche Börse Group financial report 2017
72
71
Deutsche Börse Group fulfils statutory requirements for the promotion of women in executive positions -
in fact, the Group has set itself voluntary targets for higher quotas. The share of women in executive
positions ranks amongst the most important non-financial performance indicators (as defined in DRS 20
and section 289 (3) in conjunction with section 289 (1) sentence 3 of the HGB) for which a forecast is
To prevent systematic remuneration disadvantages for women or men, Deutsche Börse AG carries out
analyses for employees in Germany to identify any remuneration differences between women and men,
at regular intervals.
103
816
Rest of Europe
38
3
0
Ireland
25
18
8
2
9
35
10
1
Other locations
63
54
33
8
36
It is Deutsche Börse Group's guiding principle that actions and decisions of all employees are taken
objectively and with integrity. Management has a particular importance in this context. Deutsche Börse
Group is fully aware of the importance of so-called “tone from the top" in achieving a high level of
attention for avoiding compliance risks - both within the Group and amongst market participants. In
order to sustainably enshrine this guiding principle, and to prevent Deutsche Börse Group and its staff
from legal sanctions and reputational damage, Compliance has implemented a variety of risk-oriented
prevention measures.
As a member of the UN Global Compact, Deutsche Börse AG has committed to observe the related
principles, including principle no. 10 ("Businesses should work against corruption in all its forms,
including extortion and bribery."). Deutsche Börse Group does not involve itself in corruption in any way,
nor does it take part in any actions which may lead to the impression that the Group promises, arranges,
provides, receives, or asks for inadmissible benefits. Bribery and similar payments are prohibited.
2
1
9
61
Deutsche Börse Group
Germany
151
203
76
49
35
47
21
5
Luxembourg
30
34
11
4
18
21
17
5
Czech Republic
58
Deutsche Börse Group continually develops its compliance management system in order to deal with
rising complexity and increasing regulatory requirements. Deutsche Börse Group has implemented
measures designed to prevent, identify, and sanction compliance risks – especially with regard to the
areas of money laundering/terrorism financing, financial sanctions and embargoes, as well as market
manipulation and insider trading. For this purpose, Deutsche Börse Group has aligned its system with
the recommendations of an internationally recognised standard (ISO 19600 “Compliance management
systems Guidelines").
5
The compliance management system applies to Deutsche Börse AG as well as to domestic and inter-
national companies in which Deutsche Börse AG holds a majority interest (whether directly or indirectly).
Thanks to its Group-wide compliance approach, Deutsche Börse Group safeguards the respective Group
entities' adherence with applicable law and regulatory requirements. The compliance functions of
individual Group entities have a direct reporting line to the Group Chief Compliance Officer, who in
turn reports directly to the Executive Board of Deutsche Börse AG.
Responsible entrepreneurial action implies adherence to laws and regulations; it is also based on the
principle of consistently acting with integrity, and in an ethically irreproachable manner. Deutsche Börse
Group has implemented a compliance management system based on regulatory requirements, with
the objectives of preventing misconduct and avoiding liability and reputational risks for the Group, its
legal representatives, executives and staff. Beyond business-related compliance requirements, the focus
is on strengthening a uniform compliance culture throughout the Group, especially with a view to en-
hancing compliance awareness within Deutsche Börse Group. The compliance management system
implemented by Deutsche Börse Group under the responsibility of, and promoted by the Executive
Board of Deutsche Börse AG - therefore constitutes an indispensable element of good corporate govern-
ance (with respect to compliance). Such a system provides the foundation for sustainable risk trans-
parency; specifically, it facilitates mitigating risks in the areas of money laundering/terrorism financing,
data protection, corruption, as well as market manipulation and insider trading, and monitoring
requirements concerning financial sanctions and embargoes.
410
55
88
13
9
28
48
898
63
5.5
95
40
47
82
25
7
6
9
9
0
13
5.1
3.7
2.7
Compliance – including combat against corruption and bribery
Deutsche Börse Group financial report 2017
76
75
2,959
0
0
0
0
0
0
99
3.3
60
4
0
0
3
11
1.9
1.4
-
10
25
16
Deutsche Börse AG
All locations
225
95
320
39
17
56
Deutsche Börse Group
Total
Germany
153
479
76
32
108
Luxembourg
52
27
79
326
Female
Male
Total
104
Total
5,640
3,403
2,237
36%
Eurex
46%
Clearstream
67
68
Deutsche Börse Group financial report 2017
The number of Deutsche Börse AG's employees rose by 255 during the year under review, to 1,433 as
at 31 December 2017 (31 December 2016: 1,178), comprising 518 women and 915 men. On
average, 1,392 people worked for Deutsche Börse AG during the 2017 financial year (2016: 1,150).
On 31 December 2017, Deutsche Börse AG had employees at seven locations around the world. During
the 2017 financial year, 56 employees left Deutsche Börse AG; the adjusted fluctuation rate thus
amounted to 4.0 per cent (unadjusted: 6.0 per cent).
Human resources strategy
Committed, highly skilled employees are one of the cornerstones of Deutsche Börse Group's business
success. Its corporate culture is characterised by a sense of responsibility, commitment, flexibility and
teamwork. 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. The Group's workforce is diverse
in many respects - including nationality, age, gender, religion, or cultural and social origin. The company
consciously promotes this diversity and benefits from it, creating an environment conducive to inte-
gration to the advantage of corporate culture. This is also in the interest of Deutsche Börse Group's
business: its broad range of diverse products and services and the international composition of its client
base pose specific requirements regarding the professional and cross-cultural expertise of employees.
-
Joiners and leavers by gender in 2017
Joiners
Leavers
Male
Female
32
29
61
Czech Republic
157
410
Joiners and leavers by age in 2017
Joiners
Leavers
Under
30 years
50 years
30-39
40-49
and older
Under
30 years
50 years
30-39
40-49
and older
Deutsche Börse AG
All locations
85
133
56
46
253
1
898
595
82
47
129
48
28
76
Ireland
40
13
53
9
13
22
Other locations
95
63
158
88
55
143
All locations
303
65
30
34
32
80
6
6
9
12
5,640
319
501
1,047
207
310
527
Total
Female
Male
Female
Male
Female
Male
140
86
30
45
36.1
33.6
34.7
56
66
90
25
34
86
104
2,147
148
182
133
55
185
325
1,630
73
149
43
Other locations
Ireland
Czech Republic
Deutsche Börse Group
32
32
76
17
39
27
52
153
326
95
225
93
196
Asia
41
116
157
America
109
190
299
29
36.3
Training days per staff member
2.8
Executive and Supervisory Boards Management report | Financial statements | Notes
Non-financial statement
1) This figure is calculated on the basis of the number of employees holding a degree from a university, university of applied sciences or university of cooperative
education; it also includes employees who have completed comparable studies outside Germany.
403
570
792
1,194
485
789
agreements
Employees covered by collective bargaining
8
11
23
33
17
23
Promotions
3.8
4.3
2.7
2.9
3.3
34
39.4
39.8
72
84
89
59
74
76
75
64
0
0
0
0
2
0
580
26
10
18
1
14
4
0
10
0
0
61
41
41
37
45
59
60
30
50
59
62
290
2
2
0
0
12
3
19
0
0
0
36.8
31
0
314
14
21
5
9
12
40
317
4
49
0
4
1
8
5,041
293
489
189
139
296
523
475
0
283
184
0
0
0
0
9
0
2
0
0
0
0
599
26
12
18
1
14
4
4,410
275
422
126
Executive and Supervisory Boards | Management report | Financial statements | Notes
Non-financial statement
Compliance organisation
Internal/external audit
3,721.1
4000
€ billion, as at 29 December 2017
Risk mitigation via netting and overcollateralisation
As part of market infrastructure provider Deutsche Börse Group, Eurex Clearing AG acts as a central
counterparty, fulfilling its responsibility of promoting sustainable global economic growth and financial
stability.
Stable financial markets
Today, environment, social and governance (ESG) factors account for a considerable share of enterprise
value, which is why institutional investors place more and more importance on this information in their
decision-making processes. To support these processes, Deutsche Börse Group has conducted surveys
amongst companies listed in the DAX, MDAX®, SDAX® and TecDAXⓇ indices on their sustainability
reporting every year since 2014. The results are openly accessible on ☑ en.boerse-frankfurt.de/
sustainable-securities and provide an overview of the reporting formats the companies choose (annual
report, separate sustainability report or combined/integrated report), the standards they apply as well as
the contact details for sustainability-related questions for each company.
Following the increase in the maximum administrative fine pursuant to section 22 (2) of the BörsG (from
€250,000 to €1 million) by way of the Zweite Finanzmarktnovellierungsgesetz (2nd FiMaNoG, Second
German Financial Markets Amendment Act), adopted in the summer of 2017, the management board of
the FWB plans to implement this increase in its notices handing over cases to the Sanctions Committee.
This will enable the exchange to take even more effective measures to enhance market transparency - if
required in the future.
50
€128,000 were imposed in nine proceedings. The seamless and timely monitoring of post-admission
duties concerning financial reports, with sanctions imposed for non-compliance, provides a forceful
incentive for Prime Standard issuers to adhere to their transparency obligations and to enforce these.
Executive and Supervisory Boards | Management report | Financial statements | Notes
Thanks to the special requirement for submission via ERS, FWB is also able to monitor fulfilment of
transparency requirements – seamlessly and without delay. Twelve proceedings concerning the failure to
publish information in good time had to be forwarded to the Sanctions Committee of the Frankfurt Stock
Exchange during the course of 2017. Eleven proceedings were already concluded as at 21 January
2018, one of which was suspended, and administrative fines totalling approximately
Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities
Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports)
as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English
and within set deadlines. Moreover, Prime Standard issuers must submit their calendars of material
corporate events to FWB, hold an analysts' conference at least once a year, and publish any inside
information in English as well as German. All submissions to FWB must be carried out via the Exchange
Reporting System (ERS®). This electronic interface allows for efficient sorting and display of data,
helping to spot any (impending) failure to meet a deadline. This allows FWB to support issuers
concerning their transparency duties in the best possible manner, by sending out e-mail reminders prior
to each deadline. All reports and data submitted to FWB are subsequently available on www.boerse-
frankfurt.com, the exchange's website, under the respective issuer's name. Information is thus acces-
sible to interested investors in a compact, easy-to-find manner, creating a particular level of market
transparency within the Prime Standard segment.
Section 42 (1) of the Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose
additional admission requirements and further notification duties upon equity issuers, for parts of the
Regulated Market. The Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange) used this
authorisation in its ☑Exchange Rules (section IV, sub-section 2), to create the “Prime Standard" in
2003. The Prime Standard segment is characterised, on the one hand, by special post-admission
obligations which are monitored by the FWB, with any breaches sanctioned by the exchange's Sanctions
Committee; on the other hand, admission to the Prime Standard is a mandatory requirement for
inclusion into one of Deutsche Börse AG's selection indices.
Market transparency
Deutsche Börse AG operates its trading systems for the cash and derivatives markets as redundant
server installations, distributed across two geographically separate, secure data centres. Should a trading
system fail, the other data centre would take over operations. Together with clients, Deutsche Börse
successfully simulated this scenario - as well as the impact of local disruptions - within the scope of the
FIA test (the annual disaster recovery exercise conducted by the Futures Industry Association). Other
disruptions such as workstation malfunctions or personnel absence were also tested. Thanks to manifold
tests and monitored roll-out of the software deployed, as well as the continuous monitoring of servers,
network and applications, Deutsche Börse Group achieved a 99.968 per cent availability of its cash
market trading system, and 99.967 per cent for its derivatives trading system. Over the course of the
year, this corresponded to downtime of 64 minutes and 75 minutes, respectively.
Stable, transparent and fair markets
Systems availability
Deutsche Börse decided to continue this cooperation with the goal of interlocking its core competences
more closely with those provided by Phineo, to jointly develop solutions for social challenges. During the
year under review, both houses were among those successfully applying to participate in the EU project
"Establishing a new early-stage impact fund for social-tech ventures", thereby establishing a thematic
focus for their joint work in 2017.
Non-financial statement
Deutsche Börse Group financial report 2017
Reduction of
39.1
The outcome of the UK's Brexit referendum on 23 June 2016 has caused massive uncertainty for the
entire European financial services sector. A key issue in this context is the clearing of over-the-counter
(OTC) interest rate derivatives – with outstanding volumes of some €250 trillion it is the second-largest
market for financial derivatives, after currency derivatives. [Source: BIS, Semiannual OTC Derivatives
Statistics, June 2017; the indication provided by the Bank for International Settlements of approx.
€415 trillion (www.bis.org > Statistics > Derivatives > Semiannual OTC derivatives statistics) was
adjusted by eliminating the dual counting of interdealer volumes (source: www.clarusft.com > Blog
> Monthly archive > September 2016 > "Moving euro clearing out of the UK"); EUR/USD exchange
rate as at 30 June 2017: 1.1412 (Deutsche Bundesbank)]. The EU and the UK are currently
negotiating the terms for UK's exit from the EU, which is scheduled to take place at the end of March
2019. A controversial discussion is ongoing concerning future access to clearing houses outside the EU-
27, creating significant market uncertainty. Eurex Clearing AG has come up with a market-oriented
solution designed to make the (potentially required) shift of euroclearing into the EU-27 as straight-
forward as possible for all market participants: the Eurex Clearing partnership programme. Through this
initiative, Eurex Clearing AG is not only offering the market an attractive opportunity alternative for
clearing interest rate derivatives outside of London and within the EU-27 member states - Eurex Clearing
also fulfils its responsibility within Deutsche Börse Group as a market infrastructure provider by
anticipating potential market turbulence and taking early action to actively counteract it.
-
Eurex Clearing AG contributes to Deutsche Börse's corporate success in the area of risk management –
a commitment to reduce risks and enhance trading efficiency. Its services fulfil the highest quality stan-
dards; combined with market-oriented innovation, they serve the objective of improving risk manage-
ment and thus to boost financial stability (such as direct clearing membership of buy-side companies,
and cross-margining). The bundling of default risk permits high netting effects, which in turn facilitate
sustainable cost savings for the entire market.
The core economic function of an exchange is to preserve and create economic prosperity and growth:
as a global market infrastructure provider, the Group operates markets which help enterprises of all sizes
to raise equity and debt which in turn enables them to grow, to create and protect jobs, and to
contribute to the value chains in their respective fields.
Deutsche Börse Group financial report 2017
82
81
Collateral effectively posted ³) by
clearing members
risk exposure
after multilateral
(CCP) netting
49% cash
Notional
amount
outstanding¹)
Clearing members can provide
securities and cash as collateral.
Clearing members voluntarily post
more collateral than required by
Eurex Clearing (overcollateralisation).
3) Collateral
2) Margin requirement
Risks arising out of open (not
cleared) positions are quantified.
Eurex Clearing then requires its
clearing members to post collateral
(margin) to cover these risks.
1) Notional amount outstanding
As at 29 December 2017,
transactions cleared by Eurex
Clearing amounted to €3,721.1
billion notional outstanding.
51% securities
47.9
8.8
Overcollateralisation
Margin require-
ment of Eurex
Clearing AG2)
80
79
As Deutsche Börse Group is committed to strengthening the non-profit sector, it founded Phineo gAG
together with the Bertelsmann Foundation in 2009. Phineo is a charitable public limited company that
provides advisory and analysis services to foundations, non-profit organisations and companies.
0
Punished cases of corruption
Corruption
2016
2017
Non-financial key performance figures: corruption/data protection
Deutsche Börse Group has exposure to a plethora of data during the course of its business activities. The
Group takes the right of informational self-determination very seriously, and has taken measures to
ensure compliance with data protection law, as well as the sensible collection, processing, and use of
personal data. For this purpose, the Executive Board has appointed a Data Protection Officer, whose
duties include working towards compliance with the provisions, in line with set guidelines, as well as
monitoring the legally permissible use of data processing tools used for handling personal data, and who
is available as a responsible contact for issues related to data protection – both within the Group (acting
as a contact for all employees), as well as in dialogue with the supervisory authorities for data protec-
tion. The Data Protection Officer informs senior management on an annual basis about protective
measures taken. Furthermore, the Group's data protection organisation focused on preparation for
implementing the requirements of the EU General Data Protection Regulation, which will come into force
on 25 May 2018.
Data protection/protection of personal data
0
Deutsche Börse Group is exposed to the risk of sanctions being imposed upon business partners;
moreover, there is a risk of bribery and corruption. In this connection, the Group examines its business
partners, whereby their details are cross-checked against relevant data sources (such as embargo,
sanctions, PEP, terrorist and other "black lists"). Appropriate measures are taken in the event of any
match against such lists.
Due diligence review of clients, market participants, counterparties and business partners, plus
transaction monitoring
In line with regulatory requirements, Deutsche Börse Group carries out risk analyses and/or risk
assessments, at least on an annual basis - specifically, it analyses the risk of being abused for the
purposes of money laundering/financing of terrorism, corruption, market manipulation or insider trading.
Such risk analyses and assessments comprise the Group's own business activities as well as business
relationships, market participants, products and services. Risk-mitigating measures are derived from the
compliance risks identified.
Analysis of compliance risks
Deutsche Börse Group financial report 2017
78
77
Deutsche Börse Group has established a whistleblowing system, where employees can relay information
about potential or actual breaches of regulatory rules or ethical standards, by phone or e-mail, whereby
the anonymity of whistleblowers is a fundamental guarantee. Through its commitment to compliance
awareness, Deutsche Börse Group cultivates an open approach to dealing with misconduct. For this
reason, reports received are often passed on directly to the responsible line manager, or to Compliance.
During 2017, reports were submitted via the whistleblowing system, or directly via line managers or
control functions (such as Compliance).
Whistleblowing system
Deutsche Börse Group constantly improves its processes for the onboarding of new clients and the
review of existing clients ("know-your-customer" processes). Depending on the assessment of client
risk in each case, client relationships are subject to corresponding diligence duties concerning their
establishment, update, and monitoring. The Group does not enter into client relationships where the
risks involved are too high. Deutsche Börse Group analyses transaction data in order to identify
transactions which might provide an indication of money laundering.
Percentage of business units for which measures have been taken to address corruption risks
Number of employees who were trained in ABC measures (anti-bribery/corruption)"
%
100
Strengthening the non-profit sector
―
In May 2017, Deutsche Börse Group joined other key Frankfurt financial players to launch "Accelerating
Sustainable Finance", a sustainability initiative. In this context, participants signed the "Frankfurt
Declaration", a joint declaration of intent for the creation of sustainable infrastructure in the financial
services industry. The Accelerating Sustainable Finance initiative is built on the conviction that current
global challenges, such as climate change or progressing digitisation, call for innovative, solution-
oriented approaches. The transformation towards a more sustainable global financial system is of great
significance in this context. Participants in this initiative have set themselves the goal of actively
contributing to the implementation of sustainable milestones, based on their own core business
activities such as the United Nations' Sustainable Development Goals, the realisation of the Global
Climate Agreement, or the development of the Green Finance focus set by the German G20 presidency.
In this way, the initiative is designed as a platform for dialogue concerning all issues related to safe-
guarding the future of the financial system, and for launching further specific initiatives and projects,
involving all stakeholder groups.
As a market infrastructure provider, Deutsche Börse Group considers ensuring transparency on the
capital markets as its direct responsibility. In doing so, it fosters stability in these markets, thereby
promoting their economic success. Positioning itself in this manner, Deutsche Börse Group focuses on
the needs of market participants.
Social matters
At least once a year, Internal Audit checks measures and concepts of the compliance management
system for compliance with regulatory requirements, in a risk-based manner. Moreover, regulated entities
are subject to statutory external audits.
Compliance maintains a Group-wide restricted list of issuers and financial instruments affected by any
particularly sensitive compliance-relevant information. Compliance may impose a general prohibition on
trading in such issuers or financial instruments, or may prohibit certain types of transactions. A con-
fidential watchlist is used to summarise compliance-relevant information about other issuers and/or
financial instruments. In particular, Compliance uses these lists to monitor personal transactions of
employees as well as information restriction areas.
In its capacity as an issuer of securities, Deutsche Börse Group has access to information which, in
accordance with legal requirements, may be classified as insider information. For this reason, the Group
has implemented Group-wide guidelines for employees' personal account transactions. These guidelines
are designed to mitigate the risks of market manipulation and insider trading, and are geared towards
ensuring that maximum sensitivity is applied to dealing with such information.
Inside information
Non-financial statement
Executive and Supervisory Boards | Management report | Financial statements | Notes
1) The web-based ABC training is mandatory for employees of Deutsche Börse Group. The number of employees who attended anti-bribery/corruption trainings
varies due to the training frequency set out for the ABC training module.
0
0
Number of justified customer complaints relating to data protection
Data protection
47
4,487
100
Non-financial key indicators: social matters
2017
2016
Transparency
Managed assets in ETFs which track ESG indices¹)
Total assets under management in ETFs
€m
55.1
12.4
€bn
83.4
64.6
ESG criteria
Transparency
117
100
Number of calculated indices
12,422
11,975
1) Based on the ETFs issued in 2016: FlexShares STOXX® Global ESG Impact index and FlexShares STOXX® US ESG Impact index
Executive and Supervisory Boards | Management report | Financial statements | Notes
Non-financial statement
Number of sustainable index concepts
2016
2017
Non-financial key indicators: sustainable index products
Customer satisfaction
Deutsche Börse Group is executing a Group-wide growth strategy, with which it aims to strengthen its
agility, ambition, effectiveness and clear customer focus. In improving its organisation, the Group aims to
better address changing client needs and gradually tap unutilised potential by means of a Group-wide
approach to marketing, sales, innovation and product development.
One example of Deutsche Börse Group's customer focus is Clearstream's annual client services survey.
This survey aims to identify customer needs in the areas of products and services and to prioritise and
address enhancement requests to further improve products and services. The results of this survey are
taken up by the Clearstream Client Committee, which includes senior management, where concrete
actions are taken to address customer needs.
Traditionally, the assessment of customer satisfaction within the Group has been conducted on an
individual subsidiary level. In 2017, however, an analysis was conducted to ascertain ways to improve
the process that relevant business areas use when conducting customer satisfaction surveys. The result
of this investigation was the determination that future customer satisfaction surveys, starting in 2018,
will be aligned to include common questions and a standardised Net Promotor Score methodology
across the Group. In this context, businesses ask their clients about their readiness to recommend the
service provider.
Beginning in 2018, all of the pertinent product and service areas will conduct their customer satisfaction
reviews in parallel, in the latter half of the year, with the aim of notifying senior management and staff
of the results shortly after the close of the survey. The conclusion of the newly conceived surveys are
intended to be communicated back to clients using appropriate channels, while results at a Group level
will also be assessed.
Deutsche Börse Group's indirect economic impact, namely trading activity and traded contracts,
benchmarked against other exchange operators can be found in the report on economic position of this
combined management report (see ☑ tables entitled "Development of trading activity on selected
European cash markets” and “Development of contracts traded on selected European derivatives
markets").
Sustainable index products
STOXX Ltd., a Deutsche Börse Group company, calculates and distributes more than 12,000 indices, a
growing number of which designed after sustainability aspects. STOXX's offering of sustainability indices
is diversified and includes ESG-, climate change- and carbon emissions-related products. Indices are
83
84
Deutsche Börse Group financial report 2017
built based on internal research and the evaluation of market demand. In this context, STOXX developed
and launched the STOXX® Regional Industry Neutral ESG indices in 2017 which are used as
benchmarks by a European pension fund.
STOXX Global ESG Specialized Leaders index family
The STOXX Global ESG Environmental Leaders, STOXX Global ESG Social Leaders and STOXX Global
ESG Governance Leaders indices that together are the STOXX Global ESG Specialized Leaders indices,
all consist of companies that are leading in one of the three dimensions and range above average in
all other criteria. All components of the specialised indices together make up the STOXX Global ESG
Leaders index. To keep up with the demands of responsible investors, STOXX excludes companies from
the index universe which are involved in controversial weapons or violate one or several of the global
compact principles. The ESG blue-chip indices are derived from the STOXX Global ESG Leaders index
and cover the largest capitalisations regionally. In all above-mentioned ESG indices, constituents are
weighted proportionally to their ESG score - hence, a better score means a higher weight in the index.
ESG data are provided by Sustainalytics.
STOXX Low Carbon index family
The STOXX Low Carbon indices focus on the selection of stocks with low carbon intensity scores with
a weighting scheme that balances between the company's size and its emissions amount. The STOXX
Global Climate Impact Ex Global Compact and Controversial Weapons and STOXX Global Climate Impact
Ex Global Compact Controversial Weapons & Tobacco indices select those companies that are seen as
leading in terms of climate change: these companies are disclosing particular actions which mark them
as leaders, or provide evidence that they understand their climate impact and take measures to manage
it. The STOXX Climate Awareness Ex Global Compact Controversial Weapons and STOXX Climate
Awareness Ex Global Compact Controversial Weapons & Tobacco indices additionally include companies
that have looked at implications of climate change for, and on, their business and display a high
contextual knowledge of environmental issues. All emissions-related data are provided by the Carbon
Disclosure Project (CDP).
ESG Impact index family
A third family of indices, the ESG Impact indices, aims to select companies committed to specific,
significant corporate governance criteria, such as carbon emission reduction targets, percentage of
independent board members, percentage of women in the board, policies against child labour, and
limitations of "golden parachute" agreements.
In addition to the above mentioned STOXX indices, Deutsche Börse's ÖkoDAX® index focuses on German
companies active in the renewable energy business.
For all these indices, the ultimate goal is to provide solutions to investors who consider sustainability
a key element of their investment strategy. STOXX indices focus on indicators that can be assessed
quantitatively and are compiled by research providers specialised in the field. Within this approach,
STOXX aims to select companies that are ranked better than their peers according to selected indicators
and tilt the allocation towards those companies.
Regular compliance training is essential for a culture of compliance throughout Deutsche Börse Group:
the Group's employees worldwide are being trained with respect to relevant areas in the compliance
context - also covering the areas of money laundering/terrorism financing, data protection, corruption,
market manipulation and insider trading in particular. Managers who are exposed to increased
compliance risks on account of their activities receive additional training in line with their needs.
Participation in training measures covering the compliance topics mentioned above is mandatory for
employees, as well as for management.
All data and service providers appointed by STOXX are subject to regular monitoring as required by
regulations of the International Organization of Securities Commissions (IOSCO) and the European
Securities and Markets Authority (ESMA). STOXX indices are entirely rule-based, hence neither is a
committee involved nor are customers consulted in the process of reviewing an index composition.
STOXX, as an index provider, also has the duty to represent the economic reality of the environment in
which financial actors operate: from this point of view, sustainable investment currently only represents
a minority and is still mostly perceived as an investment add-on, rather than as an essential building
block. In order to prepare for, and help facilitate a shift in investment culture, STOXX develops and
maintains a broad range of sustainability indices. This is in response to investors' current as well
as anticipated demand. The broad range of solutions may also aim at mitigating business risk should
investors decide to reallocate more significant parts of their investments to sustainability-oriented solu-
tions, which may be driven, in part, by investor-specific or external regulations.
2) System availability ranks amongst the most important non-financial performance indicators (as defined in DRS 20 and section 289 (3)
in conjunction with section 289 (1) sentence 3 of the HGB) for which a forecast is made.
1) Ratio of the market capitalisation of companies listed in the Prime Standard for shares to the market capitalisation of all companies listed on
Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
19.6
20.6
€ trillion
Average monthly cleared volumes across all products³)
99.962
99.999
3) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions. Clearing
volumes are subject to double counting.
99.968
99.967
Availability of derivatives market trading system²)
%
Availability of cash market trading system²)
Security
91
91
%
Proportion of companies reporting in accordance with maximum transparency standards"
%
Executive and Supervisory Boards | Management report | Financial statements | Notes
Non-financial statement
Eurex Frankfurt AG already generates a significant portion of its revenues with clients outside the EU-27.
It is therefore in the interest of its own sustainability to provide its clients with a solution to the circum-
stances brought about by Brexit, in order to safeguard the stability and growth potential of its own
income.
Respect for human rights in the supply chain
Being aware of its corporate responsibility, Deutsche Börse Group has committed to adhere to principles
of sustainability. Accordingly, the Group's suppliers and service providers are required to observe these
principles: to this end, Deutsche Börse Group has introduced the code of conduct for suppliers which
comprises ESG criteria. In 2016, the human rights aspects within this code were enhanced to include
the topics of modern slavery and human trafficking.
The key inputs for Deutsche Börse Group's supply chain are energy, information and communications
technology, IT services and office equipment. In addition, the Group purchases marketing services and
advertising materials. The Group's goal is a sound supplier strategy and a stable procurement organisa-
tion, and it aims to ensure that all suppliers and manufacturers adhere to the desired prices and deliver
the desired product and service quality with minimised risk. In geographical terms, the Group focuses
on European vendors and takes care to ensure that suppliers and manufacturers behave ethically.
85
86
Deutsche Börse Group financial report 2017
Corporate Purchasing continuously improves the Group's procurement within the scope of the code of
conduct for suppliers agreements. It does this by regularly analysing the suppliers managed by Corporate
Purchasing and classifying them using an ABC analysis. This breaks them down into three categories
accounting for 70 per cent, 20 per cent and 10 per cent of expenditure volumes, respectively. The
Group's objective is to ensure that at least 90 per cent of the global procurement volume is covered by
the agreements of the code (i.e. all category A and category B suppliers must sign such agreements).
Major category C suppliers are naturally also requested to sign them.
At present, around 98.9 per cent of the procurement volume is covered by agreements of the code of
conduct for suppliers. As a rule, any new suppliers must sign Deutsche Börse Group's code of conduct
for suppliers. In exceptional cases, they may have a self-commitment in place that is at least equivalent.
For this reason,
the number of suppliers having signed the code of conduct for suppliers keeps rising
steadily.
The commitment by suppliers and service providers to adhere to the code is only one element in our
endeavours to select responsible business partners. The Group continuously evaluates its category A
suppliers within the framework of a cross-divisional, Group-wide evaluation process, including criteria
covering suppliers' economic, ecological, social and ethical sustainability.
Moreover, Deutsche Börse Group analyses the extent to which its suppliers have their own guidelines –
such as codes of conduct for employees or suppliers - or have committed to recognised social standards.
To this end, the Group surveyed sustainability aspects at the suppliers managed by Corporate Purchasing
for the first time in 2016. The purpose of this survey was to identify risks in relation to environmental
protection and social matters, with a particular focus on human rights. Within this survey, Deutsche
Börse Group additionally analyses whether suppliers are active in countries which are critical with regard
to breaches of human rights. Suppliers who responded to this survey accounted for 63 per cent of
purchasing order volumes in 2017. These suppliers represent the sample on which the following
analysis is based.
The analysis revealed that 66 per cent of participating suppliers have their own code of conduct and/or
code of conduct for employees or suppliers, or have committed to at least one set of social standards
(International Labour Organizaton, UK Modern Slavery Act, United Nations Global Compact, UN
Declaration of Human Rights). Furthermore, the survey revealed that 90 per cent of the participating
category A suppliers have their own code of conduct and/or code of conduct for suppliers, or have
committed to at least one set of the above-mentioned social standards. The comparable figure for
category B suppliers is 70 per cent, while that for category C suppliers is 55 per cent.
Additionally, the supplier survey revealed that 29 per cent of participating suppliers have operations in
countries that are regarded by the United Nations Environment Programme Finance Initiative as
involving human rights risks. Of these suppliers, 79 per cent have a code of conduct or a supplier code
of conduct or have committed to at least one set of the above-mentioned social standards.
Non-financial key indicator: respect for human rights
2017
2016
Share of turnover with suppliers or service providers which have signed the code of
conduct, and/or have self-commitments exceeding the standards set by the code.
%
98.9
97.5
There is an increasing demand for considering sustainability indicators in the investment process.
Having launched several index families with different aspects of sustainability in focus and by continuing
researching applications of sustainable portfolio allocations, STOXX aims to provide their clients with
state-of-the-art solutions in that space. The current offering ensures that STOXX's products are securely
established in the market and that STOXX can offer a timely response to the next developments in
sustainability.
Product matters
Deutsche Börse Group's commercial activity contributes to private and public income - this contribution
is made transparent in the value-added statement. For details, please refer to the “Value added:
breakdown of corporate performance" section. At present, a regional breakdown of costs cannot
be provided for technical reasons. The company is reviewing the existing procedure for potential
improvements.
Deutsche Börse Group's code of business conduct, which is communicated to all members of Deutsche
Börse Group staff, summarises the most important aspects with regard to corporate ethics and compliance
as well as appropriate conduct. Moreover, Compliance provides Deutsche Börse Group employees with
compliance-relevant information via the corresponding Intranet pages, unless specific confidentiality
aspects prevent such communication. For details, see the ☑ “Combined corporate governance statement
and corporate governance report" section.
Compliance training
In addition, all external staff and service providers must sign a form through which they undertake to
comply with Deutsche Börse Group's compliance regulations, including rules to combat corruption.
Compliance has implemented Group-wide guidelines covering relevant local requirements. These rules
are designed to ensure that the respective internal stakeholder groups acting on behalf of Deutsche
Börse Group comply with the behavioural rules set out in such guidelines, with the objective of
countering breaches of compliance through preventive, identifying and sanctioning measures. Group-
wide communications via the Intranet are geared towards providing employees (including members
of the Executive Board and Managing Directors) with the necessary guidance in their daily work, and
making sure they commit to such guidance.
Compliance rules
Compliance has overall responsibility for identifying and managing Group-wide compliance risks.
Compliance devises risk-oriented measures in order to contain and manage corresponding risks,
communicating risks, incidents, and the effectiveness of the measures taken; it ensures continuous
improvement of the compliance management system by way of regular adjustments to the relevant
internal guidelines and processes.
Code of business conduct
Key compliance topics are discussed by Deutsche Börse's Group Compliance Committee, which
comprises senior management representatives from the business divisions, and from the relevant Group-
wide control functions.
25
Deutsche Börse shares
Opening price)
€
96.80
77.54
High7)
€
1,951.8
121.15
100.25
Low7)
€
95.30
74.27
Closing price
€
32.7
40.8
1.2
Interest coverage ratio
30
26
15
Tax rate
%
27.03)
27.03)
0
Return on shareholders' equity (annual average)5)
%
213)
183)
17
Gross debt / EBITDA
104.95
1.4
- 14
%
96.80
6) Closing price on preceding trading day
3) Adjusted for exceptional effects; please refer to the consolidated financial statements of the respective year for adjustment details.
4) Amount based on the proposal to the Annual General Meeting 2019
Assets under custody (annual average)
Transparency and stability key figures
Proportion of companies reporting in accordance
with maximum transparency standards8)
Number of calculated indices
Number of sustainable index concepts
System availability of cash market trading system⁹)
Investment fund services
System availability of derivatives market trading system9)
Change
2018
2017
in %
€bn
1,719.6
1,467.6
Average monthly cleared volumes across all products 10)
Assets under custody (annual average)
Clearstream
Number of contracts
5) Net profit for the period attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based
on the quarter-end balance of shareholders' equity
%
7) Intraday price
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages
may not precisely reflect the absolute figures.
3
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
312 Other disclosures
Financial statements
Notes
Further information
Deutsche Börse Group: key figures (part 2)
Market indicators
Xetra®, Frankfurt Stock Exchange and Tradegate
Trading volume (single-counted)
Eurex®
1) Bonds that will mature in the following year are reported under "other current liabilities" (2017: €599.8 million).
2) Proposal to the Annual General Meeting 2019
Personnel expense ratio (staff costs / net revenue)
4
5,183
thereof net interest income from banking business
€m
204.5
132.6
54
Operating costs (excluding depreciation, amortisation and impairment losses)
€m
-1,340.2
13
- 1,131.6
Earnings before interest, tax, depreciation and amortisation (EBITDA)
€m
1,443.2
1,528.5
-6
Depreciation, amortisation and impairment losses
Net profit for the period attributable to Deutsche Börse AG shareholders
Earnings per share (basic)
Consolidated cash flow statement
18
2,462.3
2,779.7
€m
347 Responsibility statement by the Executive
Board
348 Independent Auditor's Report
356 Deutsche Börse Group worldwide
357 Glossary
362 Acknowledgements/contact/
registered trademarks
363 About this report
364
Financial calendar
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information
Deutsche Börse Group: key figures (part 1)
Change
2018
2017
in %
Consolidated income statement
Net revenue
Cash flows from operating activities
€m
210.5
159.9
0
Financial liabilities measured at amortised cost
€m
2,283.2
1,688.41)
35
Performance indicators
Dividend per share
€
2.702)
2.45
10
Dividend payout ratio
%
493)4)
533)
-8
Employees (annual average FTEs)
5,397
4,959.4
Annual report
4,963.4
Equity
32
€m
824.3
874.3
-6
€
4.46
4.68
-5
€m
1,298.2
1,056.2
23
Consolidated balance sheet
Non-current assets
€m
15,642.0
10,883.7
44
€m
2018
www.deutsche-boerse.com
ON BO
5
LO
• Index business: Indices provide transparent, reliable information on trends in companies' share prices within specific
sectors, countries or regions, offering an indicator of their business success. They also serve as a benchmark for
assessing investment strategies. Deutsche Börse Group's indices are designed and calculated by its subsidiary
STOXX Ltd. The company's comprehensive and innovative offering gives investors a wide range of opportunities
to analyse the situation on the international capital markets and invest in specific strategies. Issuers can build
on this rich assortment to launch financial products for a very wide variety of different investment approaches.
STOXX provides them with smart data and enables them to customise indices to meet individual needs.
Our brands: DAX®, STOXX®
To be successful on the capital markets, institutional and retail investors alike rely on up-to-the-minute, accurate
information. Deutsche Börse Group assists its clients around the world in their investment decisions by providing
a wide range of intelligent, data-driven products and index families. This includes offerings that facilitate proactive
sustainable investment.
Post-trading
management
Collateral
services
Deutsche Börse Group | Annual report 2018
Investment fund
(settlement and
Post-trading
Securities trading
Currency trading
Commodities
Financial derivatives
Information
technology
Data business
custody)
Executive and Supervisory Boards
Management report
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
6
Our brands: Börse Frankfurt, Deutsche Börse, Deutsche Börse Cash Market, Deutsche Börse Venture NetworkⓇ,
FWB®, Tradegate, Xetra®
• Securities trading: The origins of exchanges can be traced back to securities trading. Deutsche Börse Group's
XetraⓇ is the global reference market for German stocks and the European number one for trading exchange-
traded funds (ETFs). The Group also operates the Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock
Exchange), which offers a variety of segments and transparency standards for the admission and listing of
securities of large and small enterprises operating on a national or international level. Its services in this area
are rounded off by a number of pre-market initiatives. As a result, Deutsche Börse Group makes a significant
contribution to financing the real economy and to promoting innovation in Germany and Europe.
Our brand: 360T®
• Currency trading: The currency market is one of the most actively traded financial markets in the world. Electronic
foreign-exchange (FX) trading is on the rise worldwide, and the 360TⓇ platform from Deutsche Börse Group's
subsidiary of the same name is one of the pioneers in this field. 360T is constantly expanding its trading systems'
functionality, opening up a steady stream of new opportunities for clients that were previously unavailable in
foreign exchange trading, such as an electronic trading book and central clearing.
Our brands: European Commodity Clearing, European Energy Exchange, Nodal Clear, Nodal Exchange,
PEGAS®, Powernext
• Commodities: Commodity prices are often highly volatile, but such price swings can be hedged using deriva-
tives. Deutsche Börse Group's EEX Group operates leading European marketplaces for electricity and gas prod-
ucts and a regulated, transparent market for emissions trading certificates. Greenhouse gas emitters can trade
these certificates to buy or sell insufficient or surplus emissions rights, while at the same time regulators can fix
the total volume of greenhouse gas emissions and so optimise the economic benefit. In the area of electricity
trading, EEX's markets help increase the proportion of renewable energies. Examples of this are new derivatives
with which market participants can hedge increasing price spikes and weather risks.
Our brands: Eurex®, Eurex Clearing, Eurex RepoⓇ
• Financial derivatives: Derivatives can be used to mitigate market and price risk. This process, which is known
as "hedging", improves planning certainty not only for companies but also for all market participants, and by
doing so boosts macroeconomic growth. Deutsche Börse's Eurex Exchange is one of the world's largest markets
for financial derivatives trading. It also increasingly offers a way of "futurising" instruments that were previously
only traded bilaterally, along with clearing services for OTC transactions. Both of these offerings serve to increase
the security and stability of the capital markets.
Trading and clearing of investment instruments is at the heart of capital market activities. Deutsche Börse Group
organises and operates regulated markets for securities, derivatives, commodities, currencies and other asset
classes. Once transactions have closed, the Group's clearing houses ensure they are fulfilled. This reduces the
default risk for buyers and sellers alike and is more efficient for clients.
Trading & clearing
обо
Our brand: Deutsche Börse
• Data business: Reliable, high-quality market information is essential for ensuring trust in the capital markets.
Deutsche Börse Group turns raw data - such as the large volumes generated continuously by its trading and
clearing platforms - into smart, enriched data streams. The core products here are order book data from the
cash and futures markets. The Group's Data (Data Business) segment combines marketing of licences for
real-time and historical trading data and providing analytics. Regulatory reporting services round off its market
information offering.
Further information
Notes
Index business
Trading & clearing
Pre-trading
Pre-trading
12
117
-7
12,422
11,547
131
0
91
91
%
7
2,218.7
2,384.9
€bn
1
11,245.9
11,302.7
€bn
16
1,675.9
%
Financial statements
99.912
%
As an international exchange organisation and innovative market infrastructure provider, Deutsche Börse
Group offers its customers a wide range of products, services and technologies covering the entire
value chain of financial markets. Its business areas include pre-trading, i.e. the provision of indices and
dissemination of market data, services for trading and clearing (settlement) of investment instruments,
and post-trading, i.e. custody of securities and other financial instruments, as well as services for collateral
management and liquidity management. In addition, the Group develops state-of-the-art IT solutions
and offers IT systems all over the world.
Deutsche Börse Group: an overview
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
4
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages
may not precisely reflect the absolute figures.
10) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions.
Clearing volumes are subject to double counting.
9) System availability ranks amongst the most important non-financial performance indicators as defined in DRS 20 and section 289 (3) in
conjunction with section 289 (1) sentence 3 of the HGB for which a forecast is made.
8) Ratio of the market capitalisation of companies listed in the Prime Standard for shares to the market capitalisation of all companies
listed on Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
14
20.6
23.5
€ trillion
99.967
99.963
99.968
m
Notes
17
180 Combined corporate governance statement
and corporate governance report
197 Consolidated financial
statements/notes
198 Consolidated income statement
199 Consolidated statement of comprehensive
income
200 Consolidated balance sheet
202 Consolidated cash flow statement
157 Remuneration report
204 Consolidated statement of changes
206 Basis of preparation
254 Consolidated income statement disclosures
10
What does the future hold for us? After our successful business development in 2018, we are confident
and optimistic about our prospects for the current year. Nevertheless, we do not see any reason
to be complacent. The political environment bears too much uncertainty, and the signs for a general
economic downturn are becoming evident. Although we will continue to strive to our fullest for you
and our company throughout the 2019 financial year, we will not be able to repeat the unexpectedly
high earnings growth recorded in 2018 – which had far exceeded our own expectations.
In the current economic environment - which has turned somewhat tougher given Europe's uncertain
future and the danger of global trade wars – we are pleased to have achieved such solid results. It is
important for us that you, our shareholders, also share in this good performance, which is why we are
proposing the distribution of a dividend of €2.70 per share, which is 10 per cent higher than last year.
We are thus remaining true to our principle of ensuring that you, our shareholders, participate appro-
priately in our company's success. In concrete terms, “appropriately" means distributing 49 per cent of
our net income as a dividend. The remainder will be invested in the company's further development,
which will also benefit you in the longer term. The final decision on the dividend will be made by you
at our ordinary Annual General Meeting in May.
In order to preserve the necessary latitude for growth, better processes and new technologies, we
began to enhance our efficiency in good times with the introduction of our structural performance
improvement programme (SPIP). Although this was accompanied by painful reductions in long-term
personnel, we also welcomed new employees: 250 in Germany and 800 worldwide. This brought
our performance profile in line with competitive requirements, making us even more effective.
We also surely owe this success to the fact that we have assembled a management team that is
actively driving our strategy forward. We have an Executive Board that is younger and has been made
stronger by the inflow of new expertise.
In addition, our projects in major technology areas such as cloud computing, big data, artificial intelli-
gence and robotics are already bearing fruit. We have assumed a pioneering role in the German
financial services sector when it comes to the use of cloud technology. Currently, we are in intense
discussions with the competent regulatory authorities and leading global cloud service providers.
in equity
(disclosures based on the HGB)
150 Deutsche Börse AG
143 Report on expected developments
DEUTSCHE BÖRSE
GROUP
Annual report 2018
Contents
3 Deutsche Börse Group: key figures
5 Deutsche Börse Group:
an overview
8 Executive and
Supervisory Board
8 Letter from the CEO
12 The Executive Board
14 The Supervisory Board
16 Report of the Supervisory Board
27 Combined
management report
28 Fundamental information about the Group
42 Deutsche Börse AG shares
43 Report on economic position
86 Report on post-balance sheet date events
86 Combined non-financial statement
111 Risk report
136 Report on opportunities
We also made progress with respect to new technologies - the third area of our Roadmap. We are one
of today's leading technology companies in the financial services sector, striving to shape the disruptive
transformation currently affecting our industry in a manner that benefits our clients. To achieve this,
we have launched a number of blockchain projects. Through our investment in the Luxembourg-based
provider HQLAX, we are using blockchain technology to help improve the collateral management of
high-quality and liquid securities. Such securities are increasingly in demand following the introduction
of new regulatory requirements. This innovative offer will be met with strong interest.
We also completed a few smaller acquisitions in 2018, specifically in the areas of foreign-exchange
trading and investment fund services, and still see further value-creating growth opportunities ahead.
The areas where we intend to grow through acquisition are outlined in our "Roadmap 2020".
Further information
Notes
Theodor Weimer
Letter from the CEO
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Letter from the CEO
Deutsche Börse Group | Annual report 2018
7
Our brands: Deutsche Börse, 7 Market Technology®: C7®, F7®, M7®, N7®, T7®
Market infrastructure exchanges are, first and foremost, technology businesses. State-of-the-art IT solutions are at
the heart of all Deutsche Börse Group's offerings - in pre-trading, trading, and post-trading alike. The Group is
adopting innovative approaches to enhancing its systems; among other things, it is constructing a secure cloud infra-
structure that meets all regulatory requirements. Reliability - i.e. the continuous operation of all its systems - is
the top priority. Without this, there would be no transparent pricing or safe custody. Innovations such as new data
products and artificial intelligence (AI) offerings only add value if they are reliable.
Information technology
• Collateral management: Collateral management and securities lending lead to gains in market efficiency and
cover a whole range of asset classes. They are growth areas for Deutsche Börse Group's post-trading operations
alongside Global Securities Financing (GSF). Deutsche Börse Group has established a service designed to max-
imise integration of client order books. This offering, which will be further expanded going forward, focuses on
ensuring the fluidity of, and optimising, assets held in custody. This allows clients to leverage the various securities
in their accounts and hence makes markets across the world more efficient and more stable.
Our brands: Clearstream, Eurex Clearing, Eurex RepoⓇ
Our brands: Clearstream, VestimaⓇ
• Investment fund services: Investment fund services (IFSS) are essential for capital market efficiency, since they
add significant value and also support other services (such as securities lending and collateral management)
by improving market quality. Deutsche Börse Group's IFS growth area combines the settlement and custody of
exchange-traded funds, investment funds and hedge funds. The Group's fund processing platform, VestimaⓇ,
provides one-stop settlement and custody services for clients.
Our brands: Clearstream, LuxCSD, REGIS-TR
• Post-trading (settlement and custody): Ensuring securities are correctly settled (i.e. credited to the accounts
concerned) and held in safe custody for banks and their clients is crucial for reliable capital market operations.
Clearstream - the market leader in this area with decades of experience – operates Germany's Central Securities
Depository (CSD). This is the largest CSD (measured in terms of volume) in the eurozone and one of the two
international central securities depositories (ICSDs) located in Europe. Innovative technologies such as blockchain
are playing a more and more important role in the custody business, and Deutsche Börse Group is a trendsetter
in this area.
-
Once securities have changed hands and have been assigned to the correct account, they have to be held in
custody and managed. Within Deutsche Börse Group, this is the responsibility of post-trade services provider
Clearstream. Additional services such as securities lending, collateral management and fund services ensure
efficient liquidity management and compliance with regulatory requirements. Securities held in custody fulfil a
wide range of functions and increase liquidity, so that post-trade services make a decisive contribution to capital
market transactions' stability and efficiency.
Chief Executive Officer
Further information
8
Executive and Supervisory Boards | Letter from the CEO
Financial statements
Management report
Executive and Supervisory Boards | Letter from the CEO
Deutsche Börse Group | Annual report 2018
9
With respect to the growth in our existing business, our figures show that we have been true to our
word with nearly all segments showing significant increases during the 2018 financial year. I am
especially pleased that we were able to exceed our structural growth target of 5 per cent. This is a
growth area where we, as the management team, can have an influence.
Our performance figures represent important milestones within the scope of our "Roadmap 2020" -
however, they are not the only ones. Our Roadmap is comprised of three components: growth in our
existing business, growth through acquisitions, and growth through investments in new technologies.
This report gives a detailed breakdown of these figures by business segment. In the 2018 financial
year, for the first time, we divided our businesses into nine segments instead of four in an effort to
further enhance the transparency for you, our shareholders.
In 2018, our net revenue rose by 13 per cent to a record high of €2.8 billion - thereof, 6 per cent
was attributable to structural growth, 6 per cent to cyclical growth and the remaining 1 per cent to
consolidation effects. Adjusted operating costs increased by 5 per cent, fully in line with our plan.
As a result, adjusted earnings rose by 17 per cent, peaking at a record €1 billion. These figures speak
for themselves.
I would like to express my sincere thanks to all of our employees at our locations in Europe, the United
States and Asia. Together we have consolidated our position amongst the top four exchange organisations
worldwide and strengthened our position as the number one in Europe.
We have indeed achieved this on all fronts. In the 2018 financial year, we exceeded our own high
expectations, generating strong growth – often double-digit growth - in nearly all of our key divisions.
We got investments in our future off the ground and achieved our goals in the area of euro clearing
with a more than ten-fold increase in volumes while still maintaining our cost-disciplined approach.
Contrary to the trend (Deutsche Börse +8 per cent, DAX -18 per cent), our share price soared. There
is no clearer way to be rewarded by the market.
The past year 2018 marks Deutsche Börse's return to a path of strong growth and its good reputation.
With the presentation of our “Roadmap 2020" to the capital markets on 30 May 2018, we have given
our company a new sense of direction - both internally and externally. In formulating this strategy, our
aim was to demonstrate that we can achieve a significant level of organic growth while maintaining our
position in a challenging, globally competitive environment.
Ladies and Gentlemen,
Dear shareholders,
Frankfurt/Main, 8 March 2019
Further information
Notes
Financial statements
Management report
Deutsche Börse Group | Annual report 2018
Post-trading
268 Consolidated balance sheet disclosures
18
408
917
Full-time equivalents
41
44
40
43
40
44
56
45
150
164
93
81
111
148
1,603
720
623
278
1,330
371
736
Staff
17
56
36
114
388
22
Junior management
11
62
25
159
15
101
Senior and middle management
80
659
523
264
Female
Male
Luxembourg
Germany
All locations
Deutsche Börse Group
Deutsche Börse AG
Average age
Under 30 years
30-39 years
40-49 years
50 years and older
Employees
Key data on Deutsche Börse Group's workforce as at 31 December 2018 (part 1)
Further infomation
Notes
Financial statements
Male
Female
Male
Female
173
258
265
474
139
273
89
198
197
225
126
329
429
648
1,028
1,661
555
947
500
505
250
Part-time employees
44
44
47
45
Under 5 years (%)
Length of service
12
12
116
126
78
84
Interns and students
0
0
7
8
26
31
5-15 years (%)
22
156
54
66
Leavers
Joiners
Staff turnover
43
52
7
30
32
33
Over 15 years (%)
26
21
26
26
21
30
8
Apprentices
39
4
1
4
1
Junior management
2
0
0
0
2
0
Senior and middle management
151
25
307
58
147
30
0
Management report | Combined non-financial statement
9
29
61
35
65
35
65
Proportion of graduates (%)¹)
1
3
Staff
27
13
20
Disabled employees
140
25
303
55
143
37
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
94
thereof employees
1) FTE full-time equivalent
Deutsche Börse AG
Deutsche Börse Group
Male
Female
Total
Male
Female
Total
3.2
3.1
3.2
2.9
2.8
2.9
3.4
thereof managers
Number of hours
Average number of training days per FTE¹)
Average number of training days per employee
Czech Republic
728.2
26.9
220.0
28.7
1,159.6
202.7
Ireland
3.7
268.2
34.4
18.8
0
0
Training and continuing professional development
Deutsche Börse assigns high priority to training its staff and providing continuing professional
development: employees continuously enhance and renew their financial markets knowledge. In addition,
they have a large number of training courses at their disposal for polishing their communication and
organisational skills. Deutsche Börse also supports its employees and managers in facing their individual
challenges by offering a broad range of internal and external professional development measures.
In 2018, the Group invested an average of 2.9 days per employee for continuing professional
development (2017: 3.3 days) and carried out, among other things, 1,175 internal training events
(2017: 1,568 internal training events). Of these, 37 per cent were on business-related issues,
34 per cent covered specialist topics, 11 per cent dealt with the work-life balance and 18 per cent
were on IT subjects or part of induction training.
Key figures on staff training in 2018
0
3.5
3.0
3.3
It is Deutsche Börse Group's declared intention to achieve a reasonable work-life balance. The company
offers a number of options designed to achieve a positive work-life balance as part of its “Job, Life &
Family" initiative, e.g. the option to work from home (home office), take a sabbatical or have access to
(or receive contributions for) child care facilities.
Deutsche Börse Group offers parental leave at all its locations in accordance with applicable national
regulations (see the “Key figures on parental leave" table). The high ratio of employees who return from
parental leave indicates a constructive working atmosphere and good employment conditions within
the company.
At the same time, Deutsche Börse Group is well aware of its duty of care and attaches great importance
to the health and well-being of employees. The company accordingly offers employees various sports
and relaxation courses. One of the objectives pursued with these measures is to ensure that employees
not only remain healthy despite a high workload but also to keep sickness levels within the company as
low as possible. For example, the company assigns importance to the fact that employees take their full
annual vacation during the course of the year. The sickness ratio within Deutsche Börse Group stood at
3.1 per cent during the year under review (2017: 3.0 per cent) and 4.0 per cent (2017: 3.9 per cent)
at the parent company Deutsche Börse AG.
Key figures on parental leave
Entered parental leave in 2018
Returned from parental leave
in 2018
Male
Female
Work-life balance
Male
Female
Male
Female
%
%
Deutsche Börse AG
Deutsche Börse Group
31
Multiple-year return ratio¹)
116.6
Further infomation
Financial statements
3.1
24,609
13,564
%
%
6.1
93.9
6.1
93.9
Notes
38,173
6.1
93.9
52,313
137,215
2.7
97.3
5.6
94.4
93
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
84,902
7.4
92.6
90
0
8.6
To gain, motivate and promote top talent is a key instrument for Deutsche Börse Group to remain
sustainably successful in this digital age. With the introduction of a new recruiting tool, the applicant
process has been simplified and the user experience enhanced for all parties involved. In the year
under review, the Group implemented further innovative formats for attracting talent.
Also in place are the "Evolving Leaders" programme, which is designed to identify and promote future
managers from within the Group and the "Show Your Talent” initiative, which is set to create visibility for
and support employees' entrepreneurial and innovative potential. At the same time, the programmes
are designed to strengthen staff commitment and their performance orientation.
From initial contact to the actual meeting, mentors and mentees can connect on the “Meet your Mentor"
platform. Experienced colleagues assume sponsorship for other employees, making their work easier.
As mentors, they assist new colleagues in networking beyond their own department, help them to get
to know the company and offer a comprehensive, cross-divisional understanding. The "New Role"
mentoring programme makes it easier for colleagues to take on a new management role.
91
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
Promoting diversity and gender equality
As a global enterprise, Deutsche Börse Group advocates openness and fairness at the workplace. This
is why Deutsche Börse AG signed the ☑“Diversity Charter" to support recognition, appreciation and
integration of diversity in the working environment. For Deutsche Börse Group, diversity within the company
is the basis for achieving a corporate culture characterised by open dialogue, trust and mutual acceptance.
Deutsche Börse Group does not tolerate any discrimination, whether on the grounds of gender, sexual
orientation, race, nationality, ethnic origin, age, religion or disability, irrespective of whether this
concerns behaviour among employees or the placement of orders with third parties. Deutsche Börse
Group's Equal Opportunities Officers safeguard the equal treatment of staff members. Moreover, Human
Resources has implemented processes designed to ensure equal treatment in the selection of personnel
and enable the Group to take prompt action whenever discrimination is suspected. In 2018, no
incidents of discrimination at the Frankfurt/Eschborn, Luxembourg, Prague and or Cork locations (which
are covered by reporting) were reported; accordingly, no countermeasures were required.
To prevent systematic remuneration disadvantages for women or men, Deutsche Börse AG carries out
analyses at regular intervals among employees in Germany to identify any remuneration differences
between women and men.
Measures to promote women
As a general rule, the candidates' qualifications are decisive for any appointment to a position at
Deutsche Börse Group. However, in order to raise the share of women in executive positions, the
company explicitly ensures that women are also identified as candidates. In addition, Deutsche Börse
Group offers numerous additional tools to promote female employees, such as targeted succession
planning and a mentoring programme involving internal and external mentors. Meetings and training
courses designed specifically for women are held regularly within the scope of a women's network.
Target quotas for women
Talent promotion
Deutsche Börse Group offers its employees a wide range of benefits over and above statutory
requirements (see the ☑“Total expenses for employee benefits" table). At €123,000, average staff costs
for employees and executive staff (adjusted for the costs of efficiency programmes and staff costs for
the members of the Executive Board) slightly increased year-on-year (2017: €118,000). Staff costs per
employee at the parent entity Deutsche Börse AG, which accounts for the largest part of the Group's
executive staff, amounted to €144,000 (2017: €149,000). In addition to the base salary, these costs
include (among other things), social benefits, pension provisions and variable remuneration components.
In the 2018 financial year, the Executive Board of Deutsche Börse AG approved a voluntary linear salary
increase of 2.5 per cent for collectively paid employees in Germany. In addition, a central budget will
be made available for individual discretionary salary increases. In the course of harmonising the Group's
processes, all salary increases will take effect on 1 January 2019, instead of in July as in the previous
year. Salary adjustments have also been made at the other locations.
Within the scope of its growth strategy, the Group promotes a high-performance culture with a distinct
focus on clients' needs and innovation. In order to encourage this culture, Deutsche Börse Group has
a remuneration system for executive staff in place that incorporates growth, performance and financial
indicators to a greater extent than in previous years.
-
1) Employees whose parental leave ended in 2018, and who remained with the company
95
99
87
82
100
76
100
For details regarding targets for female quotas, please refer to the ☑ section entitled "Combined corporate
governance statement and corporate governance report – target figures for the proportion of female
executives beneath the Executive Board".
100
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
Human resources strategy
Employee commitment and highly developed skills are among the cornerstones supporting Deutsche
Börse Group's business success. Its corporate culture is characterised by a sense of responsibility,
commitment, flexibility and teamwork. Deutsche Börse Group aims to make sure that staff with these
qualities continue to join the company in the future and that they stay for the long term, if possible.
Deutsche Börse Group's Executive Board is also engaged in employee matters through one of its Board
members who is simultaneously Director of Labour Relations as well as through other regular reporting
formats. The Group's workforce is highly diverse in many respects – including nationality, age, gender,
religion, cultural and social origin. The company consciously promotes this diversity and benefits from it,
creating an environment conducive to integration – to the advantage of corporate culture. This is also
in the interests of Deutsche Börse Group's business: its broad range of diverse products and services and
the international composition of its client base pose specific requirements regarding the professional and
cross-cultural expertise of employees.
22
Feedback for employees and managers
Deutsche Börse Group managers hold annual appraisal discussions with employees within their area of
responsibility, jointly defining targets for the next year and document these discussions. 96 per cent
of employees recorded in Deutsche Börse Group's internal staff performance appraisal system received
an assessment last year. The remaining 4 per cent are subject to the following special provisions:
■ Pursuant to an employer/works council agreement, German employees aged 59 or older may waive the
annual appraisal and target-setting process.
All locations
2,317.9
574.7
47.2
147.3
534.2
641.6
Deutsche Börse Group
Deutsche Börse AG
Germany
895.8
75.9
270.9
847.9
1,042.0
Luxembourg
1,747.4
0
3,915.4
111.3
€ thous.
Savings
plans
€ thous.
■ Newly hired employees are to receive an appraisal and agree upon targets following expiry of their
probationary period.
The appraisal system is applied equally to female and male employees. A separate target-agreement
system exists for managerial staff.
92
92
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Travel
expenses
Notes
Subsidiaries EEX and 360T use their own appraisal systems. The data compiled by these subsidiaries is
currently not maintained or made available centrally. The long-term objective is to harmonise appraisal
and target-agreement processes across the entire Group, thus enhancing availability and transparency of
the data collected.
Total expenses for employee benefits
Lunch
allowance
€ thous.
Childcare
€ thous.
Sports and
leisure
€ thous.
Accident
insurance
€ thous.
Further infomation
16
56
47
3.06
3.06
335
Staff
512
292
156
204
494
297
4,699
Part-time employees
2
20
1
18
14
2.71
3.38
3.54
Promotions
Deutsche Börse Group | Annual report 2018
95
95
1) This figure is calculated on the basis of the number of employees holding a degree from a university, university of applied sciences or university of cooperative
education; it also includes employees who have completed comparable studies outside Germany.
414
573
820
1226
14
511
agreements
Employees covered by collective bargaining
31
40
49
77
30
52
821
Executive and Supervisory Boards
28
Senior and middle management
606
Disabled employees
1
1
0
0
0
0
70
Proportion of graduates (%)¹)
62
38
50
50
63
37
73
28
14
18
1
0
0
0
0
0
0
4
Junior management
624
0
0
0
0
0
14
Staff
2
20
0
Management report | Combined non-financial statement
Financial statements
Notes
37
40
36
35
34
35
Average age
862
69
93
43
60
78
104
Under 30 years
2,241
157
40
Full-time equivalents
561
307
5
15
14
44
Junior management
306
3
34
202
1
1
5
Senior and middle management
5,340
316
546
210
175
4
123
55
195
176
327
563
Employees
(part 1 and 2)
Female
Male
Female
228
Male
Male
Total
Other locations
Ireland
Czech Republic
Deutsche Börse Group
Key data on Deutsche Börse Group's workforce as at 31 December 2018 (part 2)
Further infomation
Female
Apprentices
560
5,964
339
30-39 years
1,656
75
161
55
47
45
344
104
1,205
43
104
7
14
9
16
50 years and older
40-49 years
0
0
0
Deutsche Börse Group's code of business conduct, which is communicated to all members of staff,
summarises the most important aspects with regard to corporate ethics and compliance as well as
appropriate conduct. Moreover, Compliance provides employees with compliance-relevant information
via the corresponding intranet pages, unless specific confidentiality aspects prevent such communi-
cation. For details, see the ☑ section entitled “Combined corporate governance statement and corporate
governance report".
Compliance rules
Compliance has implemented Group-wide guidelines covering relevant local requirements. These rules
are designed to ensure that the internal stakeholder groups acting on behalf of Deutsche Börse Group
comply with the behavioural rules set out in such guidelines, with the objective of countering breaches
of compliance throughout the Group in a preventive, investigative and sanctioning manner. Group-wide
communications via the intranet are geared towards providing employees (including members of the
Executive Board and Managing Directors) with the necessary guidance in their daily work, and making
sure they commit to such guidance.
In addition, all external staff and service providers must sign a form through which they undertake to
comply with Deutsche Börse Group's compliance regulations, including rules to combat corruption.
Compliance training
Regular compliance training is essential for a culture of compliance throughout Deutsche Börse Group:
employees worldwide are being trained with respect to relevant compliance issues - covering, in
particular, the areas of money laundering/terrorism financing, data protection, corruption, market
manipulation and insider trading. Managers who are exposed to increased compliance risks on account
of their activities receive additional training in line with their needs. Participation in training measures
covering the compliance topics mentioned above is mandatory for employees, as well as for
management.
98
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
Whistleblowing system
Deutsche Börse Group has established a whistleblowing system, where employees can relay information
about potential or actual breaches of regulatory rules or ethical standards, by phone or e-mail, whereby
the anonymity of whistleblowers is a fundamental guarantee. Through its commitment to compliance
awareness, Deutsche Börse Group cultivates an open approach to dealing with misconduct. For this
reason, reports received are often passed on directly to the responsible line manager, or to Compliance.
During 2018, five reports were submitted via the whistleblowing system, or directly via line managers
or control functions (such as Compliance).
Analysis of compliance risks
In line with regulatory requirements, Deutsche Börse Group carries out risk analyses and/or risk
assessments, at least on an annual basis – specifically, it analyses the risk of being abused for the
purposes of money laundering/financing of terrorism, corruption, market manipulation or insider trading.
Such risk analyses and assessments comprise the Group's own business activities as well as business
relationships, market participants, products and services. Risk-mitigating measures are derived from the
compliance risks identified.
Code of business conduct
Key compliance topics are discussed by Deutsche Börse's Group Compliance Committee, which
comprises senior management representatives from the business divisions and the relevant Group-wide
control functions.
20
Compliance organisation
Further infomation
Compliance - including combat against corruption and bribery
Responsible entrepreneurial action implies adherence to laws and regulations; it is also based on the
principle of integrity and ethically irreproachable conduct at all times. Deutsche Börse Group has
implemented a compliance management system based on regulatory requirements, with the objectives
of preventing misconduct and avoiding liability and reputational risks for the Group, its legal
representatives, executives and staff. Beyond business-related compliance requirements, the focus is on
strengthening a uniform compliance culture throughout the Group, especially with a view to enhancing
compliance awareness. The compliance management system - under the responsibility of, and
promoted by, the Executive Board of Deutsche Börse AG – therefore constitutes an indispensable
element of good corporate governance (with respect to compliance). Such a system provides the
foundation for sustainable risk transparency; specifically, it facilitates mitigating risks in the areas of
money laundering/terrorism financing, data protection, corruption, as well as market manipulation
and insider trading; it also monitors requirements concerning financial sanctions and embargoes.
-
The compliance management system applies to Deutsche Börse AG as well as to domestic and
international companies in which Deutsche Börse AG holds a majority interest (whether directly or
indirectly). Thanks to its Group-wide compliance approach, Deutsche Börse Group safeguards the
respective Group entities' adherence with applicable law and regulatory requirements. The compliance
functions and the Chief Compliance Officers of the individual Group entities have a direct reporting
line to the Group Chief Compliance Officer, who in turn reports directly to the Executive Board
of Deutsche Börse AG. Compliance reporting includes all relevant compliance risk areas within the
context of the compliance management system.
-
Deutsche Börse Group is continually developing its compliance management system in order to deal
with rising complexity and increasing regulatory requirements. Measures have been implemented to
prevent, identify, and sanction any compliance risks – especially with regard to the areas of money
laundering/terrorism financing, financial sanctions and embargoes, as well as market manipulation,
insider trading and data protection.
For this purpose, Deutsche Börse Group has aligned its system with the recommendations of an
internationally recognised standard (ISO 19600 “Compliance Management Systems – Guidelines"). Based
on this standard, the Group's compliance functions identify fields of action and measures to ensure
compliance management meets the requirements as they continue to change. In 2018, a systematic gap
analysis, which was conducted together with an external party, identified potential in the area of
suitability; also in 2018, the Group started to realise this potential, and it will continue to do so in 2019.
Due diligence review of clients, market participants, counterparties, and business partners, plus
transaction monitoring
As a member of the UN Global Compact, Deutsche Börse AG has committed to observe the related
principles, notably the principle to work against corruption in all its forms, which includes extortion and
bribery. In line with its code of business conduct, Deutsche Börse Group bans its employees from
involving themselves in corruption, or from taking part in any actions which may lead to the impression
that the Group promises, arranges, provides, receives, or asks for inadmissible benefits. Bribery and any
similar payments are prohibited.
97
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
It is Deutsche Börse Group's guiding principle that the actions and decisions of all employees are taken
objectively and with integrity. Management plays a particularly important role in this context. Deutsche
Börse Group is fully aware of the so-called “tone from the top" for achieving a high level of attention
for avoiding compliance risks - both within the Group and amongst market participants. In order to
sustainably enshrine this guiding principle, and to prevent Deutsche Börse Group and its staff from legal
sanctions and reputational damage, Compliance has implemented a variety of preventative measures
in a risk-oriented approach.
40
Deutsche Börse Group is constantly improving its processes for the onboarding of new clients and
the review of existing clients ("Know Your Customer" processes). Depending on the assessment of client
risk in each case, client relationships are subject to corresponding diligence duties concerning their
establishment, update, and monitoring. Client relationships are not entered into where the risks involved
are too high. Deutsche Börse Group analyses transaction data in order to identify activity which might
indicate potential money laundering.
Deutsche Börse Group is exposed to the risk of sanctions being imposed upon business partners;
moreover, there is a risk of bribery and corruption. In this connection, the Group examines its business
partners, whereby their details are cross-checked against relevant data sources (such as embargo,
sanctions, PEP, terrorist and other “black lists"). Appropriate measures are taken in the event of any
match against such lists.
Non-financial key performance figures: corruption/data protection
Financial statements
Notes
Further infomation
Data protection/protection of personal data
Deutsche Börse Group has exposure to a plethora of data during the course of its business activities. The
Group takes data protection very seriously and has taken measures to ensure compliance with data
protection law, in particular the appropriate and transparent processing of personal data. The Executive
Board has appointed a Data Protection Officer and established a data protection organisation to ensure,
amongst other things, that the data privacy framework and the principles of the EU General Data
Protection Regulation, which came into force in 2018, are adhered to. To this end, the data protection
organisation informs and advises the individual legal entities as regards data protection and data privacy.
It also monitors adherence to legal requirements on data protection on a risk basis, in particular
regarding the question of responsibility. The data protection organisation also serves as a contact for data
protection authorities, and supports the business units in assessing risks related to the issue of data
protection and data privacy. It supports a stronger culture of data protection at Deutsche Börse Group by
raising awareness and providing training on data protection in the context of the Group's business
activities.
The implementing measures, started in 2017, were continued and concluded in 2018. In 2019, the
data protection organisation will integrate its monitoring framework into the structure of compliance
safeguards and controls, as a second line of defence on data protection. The Data Protection Officer
informs senior management on an annual basis about the measures taken.
Inside information
In its capacity as an issuer of securities, Deutsche Börse Group has access to information which, in
accordance with legal requirements, may be classified as inside information. To raise awareness
amongst the employees affected, further measures were introduced on a Group-wide basis in 2018.
These measures are designed to mitigate the risks of market manipulation and insider trading for
employees' personal account transactions and are geared towards ensuring that maximum sensitivity
is applied to dealing with such information.
Management report | Combined non-financial statement
Compliance maintains a Group-wide restricted list of issuers and financial instruments affected by any
particularly sensitive, relevant information. Compliance may impose a general prohibition of trading
for such issuers or financial instruments or may prohibit certain types of transactions. A confidential
watch list is used to summarise compliance-relevant information about other issuers and/or financial
instruments. In particular, Compliance uses these lists to monitor personal transactions of employees
as well as information barriers.
At least once a year, Internal Audit checks whether the measures and concepts of the compliance
management system comply with the regulatory requirements, in a risk-based manner. Moreover,
regulated entities are subject to statutory external audits.
100
Training days per staff member
32
44
46
81
22
Internal/external audit
Notes
Executive and Supervisory Boards
99
2018
2017
Corruption
Punished cases of corruption
1
0
Percentage of business units for which measures have been taken to address corruption risks
Number of employees who were trained in ABC measures (anti-bribery/corruption)")
%
Deutsche Börse Group | Annual report 2018
100
1,562
4,487
Number of justified customer complaints relating to data protection
0
0
1) The web-based ABC training is mandatory for employees of Deutsche Börse Group. The number of employees who attended anti-bribery/corruption trainings varies
with respect to the year under review due to the training frequencies that extend over a period of several years.
Data protection
99
100
40
Financial statements
Executive and Supervisory Boards
38
40
36
56
32
37
30
Over 15 years (%)
0
0
6
11
8
6
24
Staff turnover
Joiners
5-15 years (%)
46
57
60
0
0
0
15
Interns and students
7
17
0
Leavers
0
0
290
Length of service
Under 5 years (%)
62
60
58
33
0
110
67
52
15
16
9
12
340
Employees covered by collective
bargaining agreements
0
35
0
0
0
0
3,033
1) This figure is calculated on the basis of the number of employees holding a degree from a university, university of applied sciences or university of cooperative
education; it also includes employees who have completed comparable studies outside Germany.
96
96
Deutsche Börse Group | Annual report 2018
0
Management report | Combined non-financial statement
56
2.88
36
120
70
797
72
45
17
16
Promotions
95
507
Training days per staff member
3.19
2.65
3.96
2.81
1.52
2.12
59
3.25
Compliance has overall responsibility for identifying and managing Group-wide compliance risks.
Compliance devises risk-oriented measures in order to contain and manage corresponding risks,
communicating risks, incidents, and the effectiveness of the measures taken; it ensures continuous
improvement of the compliance management system by way of regular adjustments to the relevant
internal guidelines and processes.
32
%
Proportion of companies reporting in accordance with maximum transparency standards")
Security
2017
2018
Transparency
Non-financial key indicators: social matters
Further infomation
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
103
by clearing members
Collateral effectively posted ³)
Margin require-
ment of Eurex
Clearing AG2)
outstanding¹)
amount
Notional
43% cash
Clearing members can provide
securities and cash as collateral.
They may post more collateral
than required by Eurex Clearing.
3) Collateral
Risks arising out of open positions
are quantified. Eurex Clearing
requires its clearing members to
post collateral (margin) to cover
these risks.
91
Deutsche Börse Group | Annual report 2018
91
Availability of derivatives market trading system?
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
104
In the latter half of the reporting year, all of the pertinent product and service areas conducted their
customer satisfaction reviews in parallel with the aim of notifying senior management and staff of the
results shortly after the close of the survey. Each area notifies the senior management and the respective
Board member with the survey results and analysis. Results are also consolidated at the level of Group
Sustainability for inclusion in the annual report. The conclusions of the newly conceived surveys
are intended to be communicated back to clients using the appropriate channels, while the results at a
Group level will also be assessed.
In 2018, surveys across the Group were aligned; they include common questions and use a
standardised "Net Promotor Score" methodology. In this context, businesses ask their clients about their
readiness to recommend the service provider.
Deutsche Börse Group is executing a Group-wide growth strategy with which it aims to strengthen its
agility, ambition, effectiveness and clear customer focus. In improving its organisation, the Group aims to
better address changing client needs and gradually tap unutilised potential by means of a Group-wide
approach to marketing, sales, innovation and product development.
Customer satisfaction
Product matters
Deutsche Börse Group pays wages, salaries and taxes. Its commercial activity therefore contributes to
private and public income - this contribution is made transparent in the value-added statement. For
details, please refer to the ☑“Value added: breakdown of corporate performance" section. For the year
under review, a regional breakdown of costs cannot be provided for technical reasons. The company
is reviewing the existing procedure for potential improvements.
3) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions. Clearing volumes are subject
to double counting.
2) System availability ranks amongst the most important non-financial performance indicators (as defined in DRS 20 and section 289 (3) in conjunction
with section 289 (1) sentence 3 of the HGB) for which a forecast is made.
1) Ratio of the market capitalisation of companies listed in the Prime Standard for shares to the market capitalisation of all companies listed on Frankfurter
Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
23.5
€ trillion
99.967
99.963
%
99.968
99.912
%
Average monthly cleared volumes across all products³)
Availability of cash market trading system?
Notes
Executive and Supervisory Boards
Financial statements
As central counterparty (CCP), Clearing AG fulfils its responsibility of promoting sustainable global
economic growth and stable financial markets. As a clearing house, it is an independent risk manager
and ensures that clearing members' risk positions are neutrally assessed. It also protects members in
102
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
the event of a market participant defaulting, thus minimising risks and enhancing both the efficiency
of trading and the stability of the financial markets. The bundling of default risk permits high netting
effects, which in turn facilitate sustainable cost savings for the entire market.
The outcome of the UK's Brexit referendum on 23 June 2016 has caused significant uncertainty for the
entire European financial services sector. A key issue in this context is the clearing of over-the-counter
(OTC) interest rate derivatives. Based on outstanding volumes of some €292 trillion, this is the second
largest market for financial derivatives after currency derivatives [source: BIS, Semiannual OTC
Derivatives Statistics, June 2018; the indication provided by the Bank for International Settlements of
approx. €413 trillion (www.bis.org > Statistics > Derivatives > OTC derivatives statistics) was
adjusted by eliminating the dual counting of interdealer volumes (source: ☑www.clarusft.com);
USD/EUR exchange rate as at 30 June 2018: 1.1658 (Deutsche Bundesbank)]. The EU and the United
Kingdom are currently negotiating the terms for Britain's exit from the EUeurex (. The issue of access to
clearing houses outside the 27 remaining EU member states is subject to an ongoing and heated
debate, which in turn has given rise to a feeling of considerable uncertainty among market participants.
Eurex Clearing AG has come up with a solution designed to make the (potentially required) shift of euro
clearing into the EU-27 as straightforward as possible for all market participants: the Eurex Clearing
Partnership Program. Through this initiative, Eurex Clearing AG is not only offering the market an
attractive alternative for clearing interest rate derivatives outside of London and within the EU-27 but
also anticipating potential market turbulence and taking early action to counteract it.
Risk mitigation via netting and collateralisation
€ billion, as at 31 December 2018
7,000
6,848.7
50
0
Volume and risk
reduction after
multilateral
(CCP) netting
48.5
39.1
57% securities
1) Notional amount outstanding
As at 31 December 2018, trans-
actions cleared by Eurex Clearing
amounted to €6,848.7 billion
notional outstanding.
2) Margin requirement
The core economic function of an exchange is to preserve economic prosperity and create the right
framework conditions for growth. As a global market infrastructure provider, Deutsche Börse Group
operates markets that help enterprises of all sizes to raise equity and debt - which in turn enables them
to grow, create and protect jobs and contribute to a higher level of value creation.
Management report | Combined non-financial statement
Stable financial markets
The seamless and timely monitoring of post-admission financial reporting duties combined with even
more effective sanctions for non-compliance with financial reporting duties as introduced in 2018 has
provided even more incentive for Prime Standard issuers to adhere to their transparency obligations.
Notes
Further infomation
Social matters
As a market infrastructure provider, Deutsche Börse Group considers ensuring transparency on the
capital markets as its direct responsibility. In doing so, it fosters stability in these markets, thereby
promoting their economic success. Positioning itself in this manner, Deutsche Börse Group focuses on
the needs of market participants. The management is involved through its participation on the Group
Sustainability Board, which is also described in detail in the ☑ section entitled “Management approach
for a Group-wide commitment to sustainability".
Sustainable financial market initiatives
-
In April 2018, Deutsche Börse Group's initiative "Accelerating Sustainable Finance" and the Hesse
Ministry of Economics' “Green Finance Cluster" merged to form the “Green and Sustainable Finance
Cluster Germany e. V." (GSFCG). The goal of this new Cluster is to enhance the expertise on sustainable
finance in the market, put that expertise to efficient use, and identify (as well as take) specific action to
make national and international financial markets structures fit for the future. The Cluster has defined
four fields of action: sustainable finance status quo and innovation; data and digitalisation; metrics and
standards; dialogue and knowledge development. It coordinates the activities of the participating
institutions within these fields of action and brings them together with policymakers, regulators, civil
society and academia. At a European level, the Cluster is a member of the technical expert group on
sustainable finance and thus actively involved in the European Commission's Action Plan on sustainable
finance, whose implementation the Cluster supports.
Stable, transparent and fair markets
Systems availability
Deutsche Börse AG operates its trading systems for the cash and derivatives markets as redundant
server installations, distributed across two geographically separate, secure data centres. Should a trading
system fail, the other data centre would take over operations. Together with clients, Deutsche Börse
successfully simulated this scenario as well as the impact of local disruptions - within the scope of the
FIA test (the annual disaster recovery exercise conducted by the Futures Industry Association). Other
disruptions, such as workstation malfunctions or personnel absence, were also tested. Thanks to
manifold tests and the verified roll-out of software, as well as the continuous monitoring of the network,
servers and applications, Deutsche Börse Group achieved a 99.912 per cent availability of its cash
market trading system and 99.963 per cent for its derivatives trading system. These levels corresponded
to downtimes of around 178 minutes and 84 minutes, respectively, during the entire year.
Market transparency
Section 42 (1) of the Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose
additional admission requirements and further notification duties upon equity issuers for parts of the
Regulated Market. The Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange) used this
authorisation in its ☑Exchange Rules (section IV, sub-section 2) to create the "Prime Standard” in
2003. The Prime Standard segment is characterised, on the one hand, by special post-admission
obligations, which are monitored by the FWB with any breaches sanctioned by the exchange's Sanctions
Committee; on the other hand, admission to the Prime Standard is a mandatory requirement for
inclusion into one of Deutsche Börse AG's selection indices.
Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities
Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports),
as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English
and within set deadlines. Moreover, Prime Standard issuers must submit their calendars of material
corporate events to FWB, hold an analysts' conference at least once a year and publish any inside
information in English as well as German. All submissions to FWB must be carried out via the Exchange
101
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
Reporting System (ERS®). This electronic interface allows for efficient sorting and display of data, so that
any (impending) failure to meet a deadline can easily be spotted. This allows FWB to support issuers
concerning their transparency duties in the best possible manner by sending out e-mail reminders prior
to each deadline. All reports and data submitted to FWB are subsequently available on ☑www.boerse-
frankfurt.com, the exchange's website, under the respective issuer's name. Information is thus accessible
to interested investors in a compact, easy-to-find manner, creating a particular level of market
transparency within the Prime Standard segment. Thanks to the special requirement for submission via
ERS, FWB is also able to monitor fulfilment of transparency requirements – seamlessly and without delay.
In the summer of 2017, the Zweites Finanzmarktnovellierungsgesetz (2nd FiMaNoG, Second German
Financial Markets Amendment Act) was adopted. It provided for an increase in the maximum
administrative fine pursuant to section 22 (2) of the BörsG from €250,000 to €1.0 million. This
increase, implemented and practically applied for the first time in 2018, allows for an even more
effective enforcement of post-admission duties, and FWB's management board has suggested higher
administrative fines for sanctioning contraventions of post-admission duties in its notices handing
Iover cases to the Sanctions Committee.
In 2018, six cases were submitted to the FWB Sanctions Committee for the delayed disclosure of
information. Three of these proceedings had been completed with the expiry of the 23 January 2019
deadline. In two of the proceedings, fines were imposed in an amount totalling €46,600, and in one
proceeding the issuer was given a reprimand.
Deutsche Börse Group launched a new segment for green bonds - bonds issued to raise capital for
projects with climate and environmental benefits - on the Frankfurt Stock Exchange in November 2018.
This "shop window" for green investors included about 150 bonds at its launch. All bonds in this
segment comply with the ☑ Green Bond Principles of the International Capital Markets Association,
which offer guidelines on key components of issuance: use of proceeds, process for project selection,
management of proceeds, as well as reporting. In creating the new segment, Deutsche Börse is
reacting to the demand for sustainable finance, which is rising globally. Investors who care
not only about the economical, but also the ecological return of their investment can find the right
strategy under www.boerse-frankfurt.de > Bonds > Green Bonds. The bonds included in Deutsche
Börse's segment are admitted for trading at various European stock exchanges, including the
Frankfurt Stock Exchange.
Further infomation
20.6
Sustainable index products
The commitment of suppliers and service providers to adhere to the code is only one element in the
Group's endeavours to select responsible business partners. In a Group-wide evaluation process,
category A suppliers are continuously appraised according to criteria covering, amongst other things,
their economic, environmental, social and ethical sustainability.
Category A and B suppliers are monitored and reviewed according to various risk criteria in cooperation
with an external service provider. This "risk radar" monitors risks along the entire supply chain from
(sub-)suppliers to logistics nodes, right through to the end customer. This process covers all types of
risks: supplier risks (e.g. compliance, financial stability and quality), location risks (e.g. related to
industrial action or natural disasters), country risks (e.g. political risk or sanctions) and risks related to
certain groups of goods (e.g. import restrictions). In the event of any risk materialising, the early warning
system will issue alerts by e-mail (611 in 2018), which will then be evaluated manually. Depending
on the level of impact, the Group will engage in an active dialogue with the contracting parties. More-
over, analyses facilitate the evaluation of latent risk exposures or negative trends (where no damage has
occurred) in order to enact targeted measures designed to prevent such risks.
Moreover, Deutsche Börse Group analyses the extent to which its suppliers have their own guidelines -
such as codes of conduct for employees or suppliers and service providers - or have committed to
recognised social responsibility standards. In 2018, the Group conducted a survey of suppliers managed
by General Purchasing to identify environmental and social risks, especially with regard to human rights,
and to close potential gaps. In addition, it was analysed whether suppliers have operations in countries
with a poor record as regards human rights abuses, or whether they purchase services or goods
from these countries. Those who responded to this survey accounted for 52 per cent of purchasing order
volumes in 2018. These suppliers represent the sample on which the following analysis is based.
109
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
One example of Deutsche Börse Group's customer focus is Clearstream's annual client services survey.
This survey aims to identify customer needs and prioritise and address enhancement requests to further
improve products and services. The results of this survey are taken up by the Clearstream Client
Committee, which includes senior management, where concrete actions are taken to address customer
needs. The Clearstream senior management is provided with an overview of the items (customers' needs/
complaints) raised in the survey and information about the actions taken to address these with the
respective product areas. In the course of the year, updates are provided in the different management
forums.
Further infomation
The analysis revealed that 67 per cent of participating suppliers have their own code of conduct for
employees and/or code of conduct for suppliers and service providers, or have committed to at least one
set of social responsibility standards (International Labour Organisation, UK Modern Slavery Act, UN
Global Compact, UN Declaration of Human Rights). For participating category A suppliers, this figure
was 76 per cent, 78 per cent for category B suppliers and 58 per cent for category C suppliers.
Additionally, the supplier survey revealed that 20 per cent of participating suppliers have operations in
countries regarded by the United Nations Environment Programme Finance Initiative as involving human
rights risks. Of these suppliers, 86 per cent have a code of conduct or supplier code of conduct or have
committed to at least one set of the above-mentioned social responsibility standards.
The companies which operate in high-risk countries and/or have suppliers in these countries and have
not yet taken the necessary actions to comply with environmental and social standards, have signed
Deutsche Börse Group's code of conduct for suppliers.
Non-financial key indicator: respect for human rights
Share of turnover with suppliers or service providers which have signed the code of
conduct, and/or have self-commitments exceeding the standards set by the code
2018
2017
%
%
98.8
98.9
Comparison with the forecast for 2018
At present, around 98.8 per cent of the procurement volume is covered by agreements defined by
Deutsche Börse Group's code of conduct for suppliers. As a rule, new suppliers must sign this agree-
ment, which has resulted in a continual, steady rise in the number of suppliers committed to the
code of conduct for suppliers. In exceptional cases, suppliers must, at a minimum, have a voluntary
commitment in place that is equivalent.
With regard to the development expected of its non-financial performance indicators for 2018, the Group
only partially succeeded in maintaining the previous year's level of systems availability: in the cash
market, trading system availability was at 99.912 per cent (2017: 99.968 per cent). The availability of
the T7 system for the derivatives market was at 99.963 per cent (2017: 99.967 per cent).
Corporate Purchasing continuously improves the Group's procurement process according to the
agreements stipulated in the code of conduct for suppliers. It does this by regularly analysing the suppliers
managed by Corporate Purchasing and classifying them using an ABC analysis. This breaks them down
into three categories accounting for 70 per cent, 20 per cent and 10 per cent of expenditure volumes,
respectively. The Group's objective is to ensure that at least 90 per cent of its global procurement volume
stems from suppliers that fulfil the agreements set forth in the code (i.e. all category A and category B
suppliers must sign such agreements). Major category C suppliers are naturally also requested to sign.
31 Dec 2018
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
108
Being aware of its corporate responsibility, Deutsche Börse Group has committed to adhere to principles
of sustainability. As a public listed company, it strives to lead by example by accepting its corporate
responsibility holistically and disclosing how it does so. For this reason, the ☑ management approach for
a Group-wide commitment to sustainability includes respect for human rights not only in the supply
chain but also within the company. In addition to the Group's employees, suppliers and service providers
are also expected to abide by these principles. To this end, Deutsche Börse Group has introduced the
☑ code of conduct for suppliers, which comprises ESG criteria.
Respect for human rights in the supply chain
1) Based on the ETFs issued in 2016: FlexShares STOXX® Global ESG Impact index and FlexShares STOXX® US ESG Impact index
12,422
11,547
117
131
Number of calculated indices
Number of sustainable index concepts
83.4
68.2
€bn
The product groups that are material for Deutsche Börse Group's supply chain are energy, information
and communications technology, IT services and office equipment. The Group also turns to external
suppliers and service providers for marketing services and advertising materials. The Group's goal is to
implement as reliable a supplier strategy as possible and a stable procurement organisation; it aims
to ensure that all suppliers and manufacturers deliver the price and performance of the products and
services agreed. When choosing suppliers and service providers, the Group focuses on European
vendors and takes care to ensure that their conduct is ethical.
55.1
91.9
€m
Assets under management in ETFs based on ESG indices from STOXX"
Total assets under management in ETFs based on indices from STOXX
Transparency
31 Dec 2017
ESG criteria
In its endeavours to increase the share of women holding executive positions, as early as in 2010, the
Executive Board had adopted a voluntary commitment to increase the share of women holding middle
and upper management positions to 20 per cent by 2020 and women holding lower management
positions to 30 per cent during the same period. The Group maintains this ambition and has extended
the scope of its voluntary commitment over and above the legal requirements. Firstly, the target figures
determined in this context relate to Deutsche Börse Group worldwide. Secondly, the definition of
management levels/positions was extended to also include heads of teams, for example. On a global
level, as at 31 December 2018, Deutsche Börse Group achieved a quota of 14 per cent
for the upper and middle management levels (2017: 14 per cent) and 29 per cent for lower
management positions (2017: 29 per cent). For Germany, the quotas were 14 per cent (2017:
15 per cent) and 26 per cent (2017: 26 per cent), respectively.
110
106
A further family of indices, the ESG Impact indices, aims to select companies committed to specific,
significant corporate governance criteria, such as carbon emission reduction targets, percentage of
independent board members, percentage of women in the board, policies against child labour and
limitations of "golden parachute" agreements.
ESG Impact index family
The STOXX Low Carbon indices focus on the selection of stocks with low carbon intensity scores using
a weighting scheme that balances between the company's size and its emissions amount.
STOXX Low Carbon index family
The STOXX Global Climate Change Leaders index includes companies that are seen as leading companies
in terms of climate change. These companies qualify based on particular actions that mark them as leaders
and have high scores across all other levels of the CDP Scoring matrix. Scoring requires detailed company-
specific explanations. The components are selected from the CDP A-List.
The STOXX Climate Awareness Ex Global Compact Controversial Weapons and STOXX Climate
Awareness Ex Global Compact Controversial Weapons & Tobacco indices additionally include companies
that have looked at implications of climate change for and on their business and display a high
contextual knowledge of environmental issues. All emissions-related data are provided by CDP (formerly
known as the "Carbon Disclosure Project").
The STOXX Global Climate Impact Ex Global Compact and Controversial Weapons and STOXX Global
Climate Impact Ex Global Compact Controversial Weapons & Tobacco indices select those companies
that are seen as leading in terms of climate change. These companies qualify based on particular
actions that mark them as leaders or provide evidence that they understand their climate impact and
take measures to manage it.
STOXX Climate index family
The STOXX Global ESG Environmental Leaders, STOXX Global ESG Social Leaders and STOXX Global
ESG Governance Leaders indices that together form the STOXX Global ESG Specialized Leaders indices,
all consist of companies that are leading in one of the three sustainability dimensions and range
above average
in all other criteria. All components of the specialised indices together make up the STOXX
Global ESG Leaders index. To keep up with the demands of responsible investors, STOXX excludes
companies from the index universe that are involved in controversial weapons or violate one or several of
the Global Compact Principles. The ESG blue-chip indices are derived from the STOXX Global ESG
Leaders index and cover the largest capitalisations regionally. In all above-mentioned ESG indices,
constituents are weighted proportionally to their ESG score – hence, a better score means a higher weight
in the index. ESG data are provided by Sustainalytics.
STOXX Global ESG Leaders and ESG Specialized Leaders index family
Further infomation
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
105
The EURO STOXX Sustainability index offers a consistent, flexible and investable representation of the
sustainability leaders in the eurozone in terms of long-term ESG criteria. With a variable number of
components, the EURO STOXX Sustainability index covers stocks from eleven eurozone countries: Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain.
The STOXX Sustainability index families provide access to companies that are leaders in terms of ESG
criteria. Indices are available for Europe (STOXX Europe Sustainability) and the eurozone (EURO STOXX
Sustainability). Components are selected from the STOXX Europe 600 indices according to their
respective sustainability rating.
STOXX Sustainability indices
The latest extension to STOXX suite of ESG-related indices is the launch of the STOXX® Europe 600
ESG-X index in November 2018. This index is based on the STOXX Europe 600 index, one of Europe's
key benchmarks, with standardised ESG exclusion screens applied. The screens are based on the
responsible policies of leading asset owners and aim to reduce reputational and idiosyncratic risks.
STOXX specifically exclude companies that Sustainalytics considers to be non-compliant with the UN
Global Compact Principles, are involved in controversial weapons, are tobacco producers and that either
derive revenues from thermal coal extraction or exploration or have power generation capacity that
utilises thermal coal. The STOXX Europe 600 ESG-X index is suitable for underlying mandates, passive
funds, ETFs, structured products and listed derivatives with the ambition to increase liquidity and lower
the cost of trading.
For all indices, the ultimate goal is to provide solutions to investors who consider sustainability a key
element of their investment strategy. STOXX® and ISTOXX® indices focus on indicators that can be
assessed quantitatively and are compiled by research providers specialised in the field. Within this
approach, STOXX aims to select companies that are ranked better than their peers according to selected
indicators and tilt the allocation towards those companies.
STOXX Ltd., a Deutsche Börse Group company, calculates and distributes more than 11,000 indices,
a growing number of which are designed after sustainability aspects. 900 indices are currently reviewed
and may be reintroduced in 2019. STOXX's offering of sustainability indices is diversified and includes
environmental, social and governance- (ESG), climate change- and carbon emissions-related products.
Indices are built based on internal research and the evaluation of market demand.
In addition to the above-mentioned STOXX indices, Deutsche Börse's ÖkoDAX® index focuses on German
companies active in the renewable energy business.
Notes
Further infomation
Executive and Supervisory Boards
Non-financial key indicators: sustainable index products
Deutsche Börse Group's indirect economic impact, and particularly its trading activity and traded
contracts, benchmarked against other exchange operators, can be found in the report on economic
position in this combined management report (see ☑tables entitled “Development of trading activity
on selected European cash markets" and "Development of contracts traded on selected European
derivatives markets").
This offering also stretches globally. On 16 November 2018, EEX subsidiary Nodal Exchange and
IncubEx announced the successful launch of their first tranche of North American environmental
contracts. The new contracts are listed on the T7Ⓡ system and mark the expansion of Nodal Exchange's
products into the environmental markets sector. The new contracts include futures and options on
California Carbon Allowances, Regional Greenhouse Gas Initiative Allowances (RGGI), New Jersey Solar
Renewable Energy Certificates, PJM Tri-Qualified Renewable Energy Certificates and eleven other
emissions and renewable contracts.
In the ongoing transition to an energy system with a higher share of renewables, EEX is taking an active
role by introducing new products to support this process and adapting existing products. One example of
the latter is the introduction of shorter lead times for power trading, thereby supporting the integration
of renewable energy. Through extending its membership base, EEX is actively supporting new players in
the power market, which is a core requirement for an efficient transition of the energy system.
Further infomation
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
107
Deutsche Börse Group | Annual report 2018
EEX is constantly developing new support within the framework of the German "Energiewende” and
wider EU climate and energy policy, which includes the long-term 2030 and 2050 climate and energy
policy targets. In addition to power markets, EEX operates a regulated market for emissions allowances.
EEX also hosts the central auction platform for the EU Emissions Trading System, organising regular
auctions on behalf of 27 EU member states, including 25 countries that form an EU-wide auction
platform to be coordinated by the European Commission, Germany and Poland. Furthermore, EEX is
developing new hedging instruments to address the effects of increasing power generation from
renewables.
Energy and energy-related markets
STOXX, as an index provider, also has the duty to represent the economic reality of the environment in
which financial actors operate. From this point of view, sustainable investment currently represents only
a minority and is still mostly perceived as an investment add-on, rather than an essential building block.
In order to prepare for and help facilitate a shift in investment culture, STOXX develops and maintains
a broad range of sustainability indices in response to investors' current as well as anticipated
demand. The broad range of solutions may also aim at mitigating business risk should investors decide
to reallocate more significant parts of their investments to sustainability-oriented solutions, which may
be driven, in part, by investor-specific or external regulations.
There is an increasing demand for considering sustainability indicators in the investment process.
Having launched several index families focused on different aspects of sustainability and by continuing
researching applications of sustainable portfolio allocations, STOXX aims to provide their clients with
state-of-the-art solutions in that space. The current index offering ensures that STOXX's products are
securely established in the market and that STOXX can offer a timely response to the next developments
in sustainability.
All data and service providers appointed by STOXX are subject to regular monitoring as required by
the regulations of the International Organization of Securities Commissions (IOSCO) and the European
Securities and Markets Authority (ESMA). STOXX indices are entirely rule-based. Consequently,
there is neither a committee involved nor are customers consulted in the process of reviewing the index
composition.
Under the umbrella of the iSTOXX brand, STOXX also offers a broad range of customised ESG-related
indices that cater to specific client requirements. These indices offer specific strategies within the
broader STOXX universe of responsible investing indices that track companies that are pioneering or
making the most headway in the transition to a low-carbon economy and a fairer and better world from
the perspective of ESG principles. STOXX offers include the iSTOXX North America ESG Select 30,
ISTOXX Global Women Leadership Select 30 and ISTOXX Global Industry Neutral ESG 600 indices.
iSTOXX ESG offering
Further infomation
Notes
Financial statements
Management report | Combined non-financial statement
Deutsche Börse Group holds a majority shareholding in European Energy Exchange AG (EEX), Leipzig,
Germany. The product and service offerings of EEX and its subsidiaries focus on energy and energy-
related markets (e.g. power, gas, emission allowances). By providing liquid, secure and transparent
markets, EEX group plays an important role in improving the efficient functioning of these markets that
are directly linked to questions of climate change. This includes the continuous development of new
products and services, providing market solutions to support the long-term transition of Germany's and
Europe's energy system towards a higher share of carbon-free, renewable energy sources.
20%
German universal banks by risk type
Executive and Supervisory Boards
Economic capital
Businesss risks
Emerging risks
With regard to risk management, Deutsche Börse Group pursues a sustainable, long-term strategy by
also evaluating risks beyond a twelve-month horizon. For this purpose, the Group has developed so-called
risk maps tailored specifically for expected or upcoming regulatory requirements and IT and information
security risks. In addition, other operational and financial risks are also assessed beyond a twelve-month
period. The risk maps categorise the risks according to their likelihood of occurrence as well as by their
potential financial loss. The probability of occurrence is broken down into four categories: unlikely (less
than 1 per cent), possible (between 1 and 10 per cent), probable (from 10 to 50 per cent) and almost
certain (between 50 and 100 per cent). The estimated financial impact is also divided into categories:
117
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further infomation
low (up to €20 million), substantial (between €20 million and €100 million) and critical (over €100
million). The observation period is five years and is based on the development period of the operational
risks relevant to Deutsche Börse Group, namely, regulation and IT. Typically, regulatory requirements
evolve over a period of up to five years, from the first draft to implementation. This horizon is
also appropriate for the evaluation of IT risks, given that technology is subject to ongoing change.
Long-term developments
For Deutsche Börse Group, risks that prevail throughout longer consideration periods mainly comprise
the failure to respond to global changes in, or mega-trends on, the financial markets and the business
environment, or a late response to such developments. In order to compensate for such risks, Deutsche
Börse Group aspires to think ahead and to set standards applicable throughout the industry. The Group
pursues its targets by promoting mutual exchange with regulators and market participants (e.g. white
papers). A further trend worth noting is the potential of start-up companies to come up with innovations
that may have a disruptive effect upon markets. Deutsche Börse Group not only actively invests in such
enterprises, through its DB1 Ventures subsidiary, it also offers them a platform. Deutsche Börse Venture
NetworkⓇ provides an opportunity to exchange ideas and experience, and also to find investors.
Risk description
Required economic capital for
The following section describes the types of risk that Deutsche Börse Group generally has to manage and
presents the risks it actually faces. It also explains the measures that Deutsche Börse Group uses to
reduce the loss event and to minimise their financial effects. Firstly, however, what follows is a brief
explanation of the risk profile, which differs from most other financial services providers, since financial
risk plays a comparatively lesser role for Deutsche Börse Group.
The risk profiles of Deutsche Börse Group differ fundamentally from those of other financial services
providers. Unlike banks, Deutsche Börse Group has a low risk profile due to its low level of financial
risk. Economic capital and balance sheet equity are also lower than that of banks (see the ☑“Risk
profile of Deutsche Börse Group in comparison to German universal banks" chart). Deutsche Börse
Group differentiates between the three standard types of risk: operational risk, financial risk and
business risk. Project risk also exists but the Group does not specifically quantify these as their impact
is already reflected in the three traditional risk types. The majority of risks are operational risks (see the
"Required economic capital for German universal banks by risk type" and "Required economic capital
for Deutsche Börse Group by risk type" charts).
118
Deutsche Börse Group | Annual report 2018
Management report | Risk report
Financial statements
Notes
Further infomation
Risk profile of Deutsche Börse Group in comparison to German universal banks
€ billion
- 50
- 20
Universal banks
Equity
Risk profile
60%
■ Default of a credit counterparty
20%
Total
78
198.0
155.0
Data (data business)
81
141.0
114.0
2,573.0
STOXX (index business)
135.0
83.0
GSF (collateral management)
64
115.0
74.0
IFS (investment fund services)
64
61
4,619.0
56
The required economic capital includes the following risk types, which are illustrated with specific
examples and then explained in detail:
■ Simultaneous default of multiple large banks with systemic relevance
■ Failure of a trading system over several days in a highly volatile market environment
Risks which could jeopardise the Group's continued existence could arise only from a combination
of extreme events that have a very low probability:
■ Implementation of a financial transaction tax
■The return of the European government debt crisis
■ Market share loss in European trading markets
3. Business risk
Losses of on-balance sheet and off-balance sheet assets and liabilities, due to market price fluctuations
Default by a customer and an associated liquidity squeeze
■
Risk metrics are used to quantify the exposure to the most important internal operational risks against
set limits. They are complementary to the VaR approach and serve to monitor other factors as well as
non-quantifiable risks. Any breach of these limits serves as an early warning signal, which is reported
to the Executive Board and other boards and committees on a monthly basis. Furthermore, any such
breach immediately triggers the requisite risk mitigation processes.
2. Financial risk
■ Threat of tax back-payments
■ Conflicting laws of different jurisdictions
■Losses from ongoing legal disputes
■Incorrect handling of the default of a large customer
■ Incorrect processing of client instructions (e.g. corporate actions)
Cyber attacks
■Failure of a trading system
1. Operational risk
1,257.0
806.0
Clearstream (post-trading)
78
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
119
Risk-bearing capacity in terms of the liquidation principle and risk appetite under the going-concern
principle are used as internal management indicators throughout Deutsche Börse Group (see the
"Approaches and methods for risk monitoring" section for an explanation of these terms). In addition
to the financial and operational risk already mentioned, business risk is also identified and assessed.
This relates in particular to potential threats to revenue such as price pressure or loss in market share,
as well as cost risks. Under the liquidation principle, financial risk amounts to approximately 23 per cent
of Deutsche Börse Group's total risk, while business risk represents 10 per cent of the total. This makes
the third typical risk type all the more important for Deutsche Börse Group: at 67 per cent, operational
risk accounts for two-thirds of the total risk following the liquidation principle. The overwhelming majority
of Deutsche Börse Group's regulatory capital requirements arise from operational risks. The capital
requirements of other subsidiaries are also described in note 15 to the consolidated financial state-
ments.
Operational risk greater than financial and business risk
Operational risks
67%
Financial risks
23%
Businesss risks
10%
Required economic capital for
Deutsche Börse Group by risk type
Deutsche Börse AG
~3
~ 5
Operational risks
Further infomation
Financial risks
A larger part of the risk is associated with the Clearstream (post-trading) and Eurex (financial derivatives)
segments (see the table "Required economic capital by segment as at 31 December 2018"), in keeping
with the proportion of sales revenue and earnings accounted for by their business.
Required economic
300.0
233.0
Xetra (cash equities)
46
72.0
33.0
51
56
1,640.0
311.0
158.0
360T (foreign exchange)
EEX (commodities)
917.0
Eurex (financial derivatives)
%
€m
Utilisation
Risk cover amount
capital
€m
Required economic capital by segment as at 31 December 2018
Risk metrics
Business segments
Stress tests
Existing risks
Risk monitoring
Physical security
■Information security
■ Other
■Internal control system
■ Other
measures
Emerging risks
■ Insurance
Risk transfer
■ Legal
Straight-through processing
Compliance
or severity of effect
Reduces frequency of events
Risk mitigation
↓ Risk mitigation
Effect
■ Business continuity
Aggregated risk measurement
■ Risk map
■ Stress tests
The Group Risk Committee (GRC) reviews the risk position of the Group every two months and involves
the Executive Board in all decisive questions. The GRC is an internal Group committee, chaired by the
Chief Financial Officer. In addition, the GRC regularly checks the levels of all parameters for appropri-
ateness and current status and, where necessary, makes recommendations to the Chief Risk Officer
(CRO) or the Executive Board, as to any adjustments that should be made.
Further infomation
Notes
Financial statements
Executive and Supervisory Boards
Management report | Risk report
Deutsche Börse Group | Annual report 2018
113
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and
allocates the latter to the company's individual business segments and business units, respectively. It
ensures that the Group's risk appetite is and remains compatible with its short- and long-term strategy,
business and capital planning, risk-bearing capacity and remuneration systems. The Executive Board
of Deutsche Börse AG also determines what parameters are used to assess risks, how risk capital is
allocated and what procedures apply. It ensures that all business units comply with these requirements
for the risk strategy, risk appetite and risk limits.
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes and
responsibilities are binding for all Group employees and organisational units. To ensure that all employees
are risk-aware, risk management is firmly anchored in the Group's organisational structure and work-
flows and is flanked by measures such as risk management training. The Executive Board is responsible for
risk management overall, whereas within the individual companies it is the responsibility of the manage-
ment. The boards and committees given below receive comprehensive and timely information on risks.
Deutsche Börse AG's Supervisory Board evaluates the effectiveness of the risk management system, its
continuing development and oversees the monitoring of risks. The Supervisory Board has delegated the
regular evaluation of the appropriateness and the effectiveness of the risk management system to the Risk
Committee. The Risk Committee reviews the risk management system, its continuing improvement and
oversees the monitoring of risks. In addition, it examines the risk strategy and risk appetite on an annual basis.
Implementation in the Group's organisational structure and workflow
■ Deutsche Börse Venture NetworkⓇ
■ DB1 Ventures
Long-term developments
and/or business strategy
■ Changes to business
Risk avoidance
→ Loss
Risk acceptance
■ Risk metrics
Internal and external losses
Group Risk Management (GRM) is headed by the CRO. This unit prepares the proposals to be adopted
for risk levers, i.e. the Group's risk strategy, risk appetite, parameters, capital allocation and procedures.
GRM continuously analyses and evaluates risks and produces quantitative and qualitative reports. These
are submitted six times a year to the GRC, once a month to the Executive Board, once a quarter to the
Risk Committee of the Supervisory Board and twice a year to the Supervisory Board. This system means
that the responsible bodies can regularly check whether the defined risk limits are being adhered to
consistently. In addition, GRM recommends risk management measures.
Implied risks
Root cause
Further infomation
Notes
Financial statements
Executive and Supervisory Boards
Management report | Risk report
Deutsche Börse Group | Annual report 2018
111
In the course of 2018, Deutsche Börse Group has increased its personnel both in central risk manage-
ment and in the regulated subsidiaries Eurex Clearing AG and Clearstream.
The highest regulatory standards within the Group are applicable to Eurex Clearing AG and Clearstream
given their regulation as credit institutions. Considering this and their economic importance, this risk
report focuses on these two subsidiaries in particular.
With its range of risk management services, Deutsche Börse Group strives to make a sustainable
contribution primarily through its role as an organiser of capital markets, securing market integrity and
security, and also by enhancing market efficiency in distribution, through its price discovery function. On
top of this, Deutsche Börse Group assumes key risk management functions for its clients - for example,
through a central counterparty (Eurex Clearing AG).
Deutsche Börse Group includes the following entities which are regulated as credit institutions:
Clearstream Banking S.A. and Clearstream Banking AG (hereinafter referred to as "Clearstream",
including Clearstream Holding AG), as well as Eurex Clearing AG. Furthermore, Eurex Clearing AG and
European Commodity Clearing AG are authorised as central counterparties (CCPs) and subject to the
requirements of the European Market Infrastructure Regulation (EMIR). In addition, other Group
companies hold different licences to provide regulated activities in the financial services sector. As such,
these entities are subject to comprehensive statutory requirements, inter alia on risk management (for
further information on the regulated entities, please refer to ☑note 15 to the consolidated financial
statements). Over and above the statutory requirements of the EU directives (CRD IV and MiFID II) and
their implementation into national law, other regulations worth mentioning include primarily EU
regulations (CRR and EMIR), the national requirements of the Minimum Requirements for Risk
Management (MaRisk) issued by the Federal Financial Supervisory Authority (Bundesanstalt für Finanz-
dienstleistungsaufsicht, BaFin), and circular 12/552 issued by the Financial Supervisory Authority of
Luxembourg (Commission de Surveillance du Secteur Financier, CSSF). In this context, significant parts
of risk management are defined in the scope of the so-called second pillar of the Basel III regime
for a number of the Group's companies. Moreover, national regulations implementing the EU Banking
Recovery and Resolution Directive (BRRD) and the establishment of recovery plans apply to Clearstream
and Eurex Clearing AG. Deutsche Börse Group follows international standards (e.g. COSO) in its
risk management and applies these also without or beyond statutory requirements. Hence, the risk
management adheres to high standards on a Group-wide level.
Deutsche Börse Group's core area of expertise includes solutions that enable its customers to efficiently
manage risk and collateral. It is therefore all the more important for the Group to protect itself against
risk. This section of the combined management report shows how the company deals with risks and
threats. Deutsche Börse Group ensures a solid capital base at all times. The proportion of risk to risk-
bearing capacity has slightly declined in the 2018 financial year. Whereas Deutsche Börse Group's risk
rose by 9 per cent compared to the previous year, the risk-bearing capacity rose by 12 per cent. New
risks arose mainly in the areas of taxes and cyber crime.
Risk report
Further infomation
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
The first section of this risk report explains the risk strategy and demonstrates how Deutsche Börse
Group manages its risk. In the second section of this risk report, approaches and methods employed for
monitoring risk will be outlined. In the third section, the various types of risks the Group is exposed to
are described and how the Group manages them. The fourth section provides a summary of the risk
situation, together with an outlook on future developments for Deutsche Börse Group's risk management.
Supplementing the risk report, senior management sets out what it believes the Group's future prospects
are in the report on opportunities.
Risk strategy and risk management
Deutsche Börse Group's risk strategy is aligned with its business model and company strategy. The
Group provides the infrastructure for reliable and secure capital markets, assists constructively in their
regulation and plays a leading role in all of the areas in which it does business. Deutsche Börse Group's
risk strategy is based on three core principles:
1. Risk limitation - protecting the company against liquidation and ensuring its continuing
operation
Risk types
Risk scenarios
Risk analysis
Risk strategy/risk appetite
Business strategy
Interlocking business strategy and risk strategy
Further infomation
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
112
Internal risk management is based on the Group-wide detection and management of risk, which is
focused on its risk appetite, see the "Interlocking business strategy and risk strategy" chart. Deutsche
Börse AG's Executive Board has the overall responsibility and defines the framework for risk
management throughout the Group. Under these Group-wide risk management requirements, each
business segment and each regulated company is responsible for managing its own risk. This
coordinated process ensures, for example, that the Group's and its companies' reaction to the
simultaneous failure of several systems and their reaction to the failure of a single system are equally
quick and effective.
"The return on equity should exceed the cost of equity." Deutsche Börse Group has set itself the goal of
ensuring that risk and return should be reasonably balanced, both for specific business areas in general
and for individual regions, products and customers.
3. Appropriate risk/return ratio
"Risk management supports the business areas in expanding their business by working together to
comprehensively identify and communicate risks." This principle aims to permit the Group to make
informed strategic decisions within the scope of the risk appetite that it has defined.
2. Support for growth in the various business segments
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss may not be
generated more than once every hundred years." This means that one goal is to ensure a probability
of 99.98 per cent or more that the total capital will not be lost within the next twelve months. Another
objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will at least
break even, expressed in terms of its EBITDA. In other words, this principle establishes how much risk
the Group must be able to withstand while also determining its risk appetite.
→ Event
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the require-
ments of the Group. In particular, they adhere to the risk appetite framework allocated to them by
Deutsche Börse Group. The relevant supervisory boards and their committees are involved in the
process, as are the executive boards and the risk management functions within the various business
areas. Clearstream and Eurex Clearing AG implement customised versions of this risk strategy, using
parameters and reporting formats that are compatible with the overarching Group-wide structure.
In general, the management of the subsidiary bears the responsibility for its risk management and
is controlled by the supervisory board of the institute.
Risk management – organisational structure and reporting lines
Group-wide
116
Clearstream and Eurex Clearing AG must calculate their capital requirements for various risk types (see
the "Deutsche Börse Group's risk profile" chart) in line with the Pillar I requirements under Basel
III. In addition, Eurex Clearing AG must fulfil EMIR requirements. A standardised approach is used for
analysing and evaluating credit and market risk; risk weightings for counterparty credit risk are applied
on the basis of the relevant counterparty ratings.
3. Regulatory capital requirements
Deutsche Börse Group employs the going-concern principle, which assumes an orderly continuation
of the Group and uses EaR as an indicator. This indicator corresponds to the second part of Principle 1
of the Group's risk strategy, i.e. that an operating loss equal to the earnings before interest, tax,
depreciation and amortisation (EBITDA) 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 profit/loss expressed in terms of EBITDA). Under the going-concern principle, EaR determined
in this way is compared with the Group's risk appetite - which is, in turn, measured in terms of
projected EBITDA. EaR are calculated and monitored for Eurex Clearing AG and Clearstream Holding AG
with the same objective.
2. Going-concern principle: what risks can be absorbed by earnings?
For management purposes, GRM regularly determines the ratio of the REC to the risk-bearing capacity.
This indicator is known as the utilisation of risk-bearing capacity and it answers a key risk management
question: how much risk can the Group afford and what risk is it currently exposed to? The ratio of REC
to risk-bearing capacity remained within the stipulated maximum risk throughout the reporting period. If
this were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing capacity
and would have to be liquidated ("gone concern").
note 15 to the
The first part of Principle 1 of its risk strategy specifies that Deutsche Börse Group should not exhaust its
risk-bearing capacity in more than 0.02 per cent of all years. For Clearstream and Eurex Clearing AG,
REC calculated in this manner also complies with the requirements of the second pillar of Basel III.
Deutsche Börse Group determines its risk-bearing capacity on the basis of its reported equity in accord-
ance with International Financial Reporting Standards (IFRSS). It adjusts this figure for precautionary
reasons, for example, to take into account the fact that it may not be possible to dispose of intangible
assets at their carrying amounts in cases of extreme stress. Clearstream and Eurex Clearing AG deter-
mine their risk-bearing capacity on the basis of their regulatory capital (for details, see
consolidated financial statements).
Deutsche Börse Group | Annual report 2018
1. Liquidation principle: what risk can the capital cover?
quantified and non-quantified in-house risks, is complementary risk metrics. These risk metrics are
based on IT and security risks, potential losses, credit, liquidity and business risks.
Further infomation
Notes
Financial statements
Executive and Supervisory Boards
Management report | Risk report
Deutsche Börse Group | Annual report 2018
115
Deutsche Börse Group employs a range of tools to monitor and evaluate its operational, financial and
business risk on a continuous basis. The risks are quantified on different confidence levels using the
concept of value at risk (VaR). This quantification takes into account the liquidation principle and the
going-concern principle. Furthermore, the regulatory capital requirements for Eurex Clearing AG and
Clearstream are calculated with regard to the above-mentioned risks. Moreover, so-called stress tests
are carried out in order to simulate extreme, yet plausible, events and their impact upon the Group's
risk-bearing capacity. Another approach to risk monitoring, which serves as an early warning system for
Risk measurement
Executive and Supervisory Boards
Management report | Risk report
Financial statements
The approach taken for operational risk is different for Eurex Clearing AG and Clearstream: Clearstream
has used the advanced measurement approach (AMA) for this in all business units since 2008. This
means that it meets the regulatory capital requirements for operational risk set out in the EU's Capital
Requirements Regulation (CRR). Similar to REC calculations, the model employed was fundamentally
revised and improved in 2016. According to the method which has been approved and is regularly
tested by BaFin - the regulated units calculate the required capital. In contrast, Eurex Clearing AG
employs the basic indicator approach in order to calculate regulatory capital requirements (for details,
see note 15 to the consolidated financial statements).
↑
Business risks
↑
Project risks
↑
■ Liquidity risk
■ Market risk
■ Credit risk
Financial risks
■ Legal disputes and business practice
■ Damage to physical assets
■ Service deficiency
■ Unavailability of systems
Operational risks
Risk profile of Deutsche Börse Group
Deutsche Börse Group's risk profile
Further infomation
Notes
Existing risks
Deutsche Börse Group uses quantitative and qualitative approaches and methods for risk monitoring,
with the objective of providing as complete a picture as possible of its risk situation at all times. To this
end, the Group continuously reviews internal events with regard to their risk properties, while also
considering regional as well as global developments. The Group is thus able to recognise and analyse
existing risks; at the same time, it is able to swiftly and adequately respond to emerging risks, as well
as to changes in the market and the business environment.
Approaches and methods for risk monitoring
5. Monitor and report
Business segments
Chief Risk Officers/Risk management functions
Manage risks in day-to-day operations and report to their
own committees and the Group
Responsible for the risk management of their institution
Executive boards
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Supervisory boards
Clearstream and Eurex Clearing AG
Financial institutions
Identify, notify and control
■ Successful serious abuse of banking applications through a coordinated cyber attack
Assess and monitor risks, report to Executive Board and
Supervisory Board
Chief Risk Officer/Group Risk Management
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Monitors the risk management system and its continuing
improvement in light of the risk strategy
Risk Committee of the Supervisory Board
Audit Committee of the Supervisory Board
Evaluates the effectiveness of the risk management system
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Supervisory Board of Deutsche Börse AG
Identify, notify and control
Stress tests are being carried out in order to simulate extreme, yet plausible, events for all material types
of risk. Using both hypothetical as well as historical scenarios, stress tests simulate the occurrence
of extreme losses, or an accumulation of large losses, within a single year. In addition, liquidity risk is
evaluated by way of liquidity stress tests as well as so-called inverse stress tests; the latter analyses
which loss scenarios would exceed the risk-bearing capacity.
114
Executive and Supervisory Boards
4. Control
3. Assess
2. Notify
1. Identify
Business areas
Risk management process
Group Risk Management
Risk profile monitoring and management
Group Risk Committee
Risk management strategy and appetite
Executive Board
Responsibility
The five-stage risk management system
Risk management is implemented in a five-stage process. The objective is to identify all potential losses
in good time, to record them centrally and to evaluate them in quantitative terms as far as possible;
if necessary, management measures must then be recommended and their implementation monitored
(see the "The five-stage risk management system" chart). The first stage identifies the risks and the
possible causes of losses or operational hitches. In the second stage, the business areas regularly - or
immediately, in urgent cases report to GRM the risks that they have identified and quantified. In the
third stage, GRM assesses the risk exposure, while in the fourth stage, the business areas manage the
risks by avoiding, mitigating or transferring them, or by actively accepting them. The fifth and final stage
involves, for example, monitoring different risk metrics and, where necessary, informing the responsible
Executive Board members and committees of significant risks, their assessment and possible emergency
measures. In addition to its regular monthly and quarterly reports, GRM compiles ad hoc reports for
members of the executive and supervisory boards. The risk management functions at Clearstream and
Eurex Clearing AG submit reports to the respective executive boards and supervisory boards. Internal
Audit is responsible for monitoring compliance with the risk management system.
-
Centrally coordinated risk management - a five-stage process
Further infomation
Notes
Management report | Risk report
Financial statements
Deutsche Börse Group | Annual report 2018
120
The required economic capital (REC) in accordance with the liquidation principle and the regulatory
capital (RC) for credit institutions within Deutsche Börse Group are calculated. Earnings at risk (EaR) are
also calculated to monitor adherence to the going concern principle.
Executive and Supervisory Boards
Management report | Risk report
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks, will be borne on a pro-rata basis by Eurex Clearing AG and by those clearing members active
in the currency where losses were incurred. The maximum amount each clearing member will have
to contribute in this manner is the total amount that the clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
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 belonging to Group
companies as well as Clearstream and Eurex Clearing AG customers. To date, counterparty default has
not led to any loss for the Group. The probability that the default of a counterparty to an uncollateralised
cash investment could lead to a loss is considered to be low; the financial loss itself could have a
medium impact.
To date, no default by a client with a secured credit line has resulted in financial losses. Deutsche Börse
Group continues to view the probability as low that one of its customers could become insolvent and that
this could lead to losses for the Group. It considers the impact of such an event to be 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. If several large, systemically relevant
banks were to default simultaneously, the financial impact may be significant. The probability of this
scenario is considered to be very low.
Under its terms and conditions, Eurex Clearing AG enters into transactions only with its clearing
members. Clearing mainly relates to defined securities, rights and derivatives 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. As a central counterparty, it steps in between
transactional counterparties. Through offsetting mutual claims and requiring clearing members to post
collateral, Eurex Clearing AG mitigates its clients' credit risk exposure.
Further infomation
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
129
Clearstream extends credit to customers in order to make settlement more efficient. This type of credit
business is fundamentally different, however, from the classic lending business. First, credit is extended
solely on a very short-term basis and generally for less than a day. Second, it is generally collateralised
and granted to those clients with high creditworthiness. Furthermore, the credit lines granted can be
revoked at any time.
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending 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 BBB - by the
Standard & Poor's rating agency or the equivalent from other agencies. In the case of short-term securi-
ties without individual ratings, the issuers must be rated at least A-1.
Credit risk describes the danger that a counterparty might not meet its contractual obligations, or not
meet them in full. Measurement criteria include the degree to which the credit line has been utilised,
the collateral deposited and concentration risk. Although Clearstream and Eurex Clearing AG often have
short-term claims against counterparties totalling several billion euros overall, these are generally
secured by collateral deposited by the market participants. Moreover, the Group regularly evaluates the
reliability of its emergency plans at Clearstream and Eurex Clearing AG in the event of client defaults
and the resulting credit risk.
Credit risk
■ Repayment of customer deposits
■ Payment obligations
■ Customer default
Liquidity risk
■In case of balance-sheet currency
mismatches
■ For pension provisions
Reducing credit risk
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterparties
to an investment before entering into a business relationship with them in a uniform manner: they deter-
mine the size of 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
depending on the risk involved, and continually review their appropriateness. They include all relevant
risk factors when determining the haircut and allocate a specific deduction to each. The total haircut is
calculated by adding together the individual margins for the risk factors concerned.
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.
130
Business continuity management
Systems
■ Trading, clearing and
settlement systems designed
to be available at all times
■ Duplication of all data
centres to contain failure
of an entire location
Emergency and crisis management process
Workstations
■ Emergency arrangements
for all essential functions
■ Fully equipped emergency
workspaces, ready for use
at all times
■ Remote access to systems
for numerous employees
Employees
•
■ For securities
Option to move essential
operational processes to
other sites if staff at one site
are not able to work
125
Suppliers
■ Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
■ Careful and continuous
check of suppliers'
emergency preparations
■ Utilisation of multiple
suppliers
Preparations for emergencies and crises
The Group has introduced and tested a management process for emergencies and crises that enables it
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during emergen-
cies and crises. The emergency managers inform the Executive Board or raise the alarm with them in
the case of severe incidents. In the event of a crisis, the Executive Board member responsible for the
affected business 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.
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 that operations restart within the intended time period.
Information security
Attacks on information technology systems and their data - especially due to cyber crime - represent
operational risks for Deutsche Börse Group, which is continuously confronted with rising threats in this
respect, as are other financial services providers and the entire sector. Unauthorised access, change
and loss of information, as well as non-availability of information and services, may all arise as a result
of these attacks (such as phishing, distributed-denial-of-service/DDoS and ransomware attacks). Please
note that there was no successful attack on Deutsche Börse Group's core systems in 2018.
■ Additional precautions to
ensure that operations
remain active in the event
of a pandemic
Market risk
■ Outstanding liabilities
■ Participation in default fund
Further infomation
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
127
Furthermore, Corporate Security is tasked with providing support to employees while they are travelling
or on foreign assignment, i.e. protecting them from risks in the areas of crime, civil unrest, terrorism and
natural disasters. In this context, a worldwide travel security programme was established which
guarantees a risk assessment before, during and after travelling, supported by a travel-tracking system
and a central 24/7 emergency telephone number.
In an increasingly competitive global market environment, access to know-how and confidential
company information could turn into a potential major financial advantage to outsiders or competitors.
Deutsche Börse applies state-of-the-art technology to prevent its knowledge from being obtained illegally,
e.g. through wiretapping.
Deutsche Börse Group places great importance on physical security issues due to the constant change in
global security risks and threats. Corporate Security has developed an integral security concept to protect
the company, its employees and values from internal and external attacks and threats - in a proactive as
well as reactive manner. Highly qualified analysts are continuously assessing the security situation at
Deutsche Börse Group's locations and are in close contact with authorities (Federal Criminal Police
Office BKA, Federal Office for the Protection of the Constitution BVf, etc.), security services providers,
and security departments of other companies. Multi-level security processes and controls ensure physical
safety at the Group's locations. Physical access to buildings and values is monitored permanently based
on the access principle of "least privilege" (need-to-have). Penetration tests, inter alia, are carried out on a
regular basis to verify the efficiency and effectiveness (as well as the quality) of the security processes at
the locations.
Insurance policies
Deutsche Börse Group | Annual report 2018
Furthermore, Deutsche Börse Group has been a full member of national associations (Cyber Security
Sharing and Analytics, CSSA), trade associations (World Federation of Exchanges) and international
networks (Financial Services Information Sharing and Analysis Center, FS-ISAC), which contribute
significantly towards a forward-looking stance vis-à-vis cyber threats and the development of strategies
to fend off such threats.
Information Security operates an extensive Group-wide programme designed to raise staff awareness for
the responsible handling of information and to improve staff conduct in this aspect. All in all, Deutsche
Börse Group's security approach includes overall measures in accordance with ISO 27000 covering both
the development phase and the operational phase.
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects and
assesses threats from cyber crime at an early stage in cooperation with national and international
financial intelligence units and coordinates risk mitigation measures in cooperation with the business units.
The Information Security function checks that the information security and risk management
requirements are adhered to; it also monitors the systemic integration of (and adherence to) security
standards within the scope of product and application development.
In order to maintain the Group's integrity as a transaction services provider and mitigate and control the
risks, Deutsche Börse is continuously implementing measures to increase information security. The aim
is to proactively boost the robustness of procedures, applications and technologies against cyber crime in
such a way that they are adjusted to the threatening situation and regulatory requirements at an early
stage. The foundation for this is formed by an Information Security Management System (ISMS),
together with specific control measures based on the established international information security
standards ISO/IEC 27000.
Further infomation
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Physical security
the event of a crisis and significantly reduces availability risk. Measures include precautions relating to
all important resources (systems, workstations, employees, suppliers), including the redundant design
of essential IT systems and the technical infrastructure, as well as emergency measures designed to
mitigate the unavailability of employees or workspaces in core functions at all important locations.
Examples of such precautions are listed in the "Business continuity management" chart.
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred
to insurance companies if this is possible at a reasonable price. The insurance policies are checked
individually and approved by Deutsche Börse AG's Chief Financial Office.
Compliance at Deutsche Börse Group is responsible for supporting the individual legal entities in ensur-
ing that regulatory requirements are observed and generally protecting the Group against financial
and non-financial risks, such as reputational damage in the markets it serves, in cooperation with super-
visory authorities and the general public. Although Group Compliance operates independently of the
business units, it still fulfils the task of enabling business areas to establish business relationships, while
focusing on the clients and markets the Group wants to serve. Compliance has to take the steps
necessary to systematically and pre-emptively mitigate compliance risks, which requires both the
identification of compliance risks and a risk-based assessment of the appropriate measures.
■In securities lending
cash investments
■ For collateralised and uncollateralised
■ For collateralised and uncollateralised
customer credits
Credit risk
Financial risk
Financial risk at Deutsche Börse Group
apply to the Group's institutions. As a result, the following explanation focuses on Clearstream and Eurex
Clearing AG.
Deutsche Börse Group classifies its financial risk into credit, market and liquidity risk (see the
"Financial risk at Deutsche Börse Group" chart). At Group level, these risks account for about 23 per
cent of the entire risk profile (this information only includes credit and market risk; liquidity risk is not
quantified as part of the REC; see note 25 to the consolidated financial statements). They primarily
Financial risk
Compliance
infrastructure. At the end of 2018, Deutsche Börse AG decided to align its compliance management
system with the globally recognised ISO 19600 standard. This is a crucial next step designed to exploit
Group-wide synergies and go beyond the scope of supervisory requirements. These efforts will continue
in 2019. A special focus lies on compliance monitoring and controls based on a Group-wide procedural
approach.
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
128
Over the last few years, Deutsche Börse Group has devoted itself to the development of market-leading
compliance standards. The Group promotes and reflects these standards across its entire product-related
value creation chain, particularly from the perspective of a leading global provider of financial markets
Group Compliance continuously promotes legally compliant and ethically correct conduct, as well as
integrity amongst all Deutsche Börse Group employees. For instance, staff have been made aware of
(and enhanced emphasis has been placed on) compliance-relevant aspects throughout the respective
business units and Deutsche Börse Group's regulatory required control functions. The new code of
business conduct comprises the aforementioned activities and creates a holistic regulatory environment
for Deutsche Börse Group.
Deutsche Börse Group's compliance function has been consistently strengthened over recent years.
During the course of 2018, the Group significantly increased its Compliance personnel in major offices
around the world, with the objective of coordinating and enhancing the strength of the individual
business segments' compliance function and integrating Compliance officers with the control functions of
the individual business segments and other control functions, as required by supervisory bodies. This
close alignment strengthened the second line of defence. In order to be able to act pre-emptively and to
mitigate the compliance risks referred to above, the Group continues to invest into the acquisition and
further development of IT tools. This provides a validated data inventory, which enables the Group to
consistently and appropriately respond to compliance risk. In 2018, the focus was on standardising and
digitalising the compliance processes that impact the relevant business units. Deutsche Börse Group
also improved its due diligence procedures with respect to clients, market participants, counterparties
and business partners.
Deutsche Börse Group pursues an enterprise-wide approach to its compliance function, ensuring that
applicable laws and regulatory requirements are followed by individual Group entities. Under applicable
law, the compliance functions of the individual Group entities report to the respective member of the
Executive Board responsible for Compliance. Moreover, the compliance functions and their staff report
directly to the Group Chief Compliance Officer via a uniform reporting structure. Wherever possible,
Deutsche Börse Group's compliance follows a synergistic and holistic approach by applying Group-wide
compliance regulations and standards to ensure that the related concepts permeate throughout the Group.
Further infomation
Further infomation
Notes
Financial statements
■ Damages to or destruction
of data centres
↑
Legal disputes and business
practice
■ Losses from ongoing legal
conflicts
■ Theft of customer cash
■ Employment practice
■ Contract risks
■ Breach of sanctions
provisions
↑
■ Human errors
■ Damages to or destruction
of buildings
■ Force majeure
■Flawed internal processes
Flawed data supply
■ Weather catastrophes
■ Terror
■ Internal fraud
■ External fraud
Unavailability of systems
Operational resources such as the XetraⓇ and T7Ⓡ trading systems 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 calculates the availability of
these systems as an important risk indicator. In line with the Group's risk strategy, the business areas
are responsible for monitoring the indicators.
121
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Financial statements
■ Legal violations
Notes
Damage to physical assets
■ Deficiency of trading-
related services
Financial statements
Notes
Further infomation
■ Failure of key infrastructure providers in extreme market conditions associated with failure of lines
of defence
These extreme events that could lead to a loss corresponding to more than 100 per cent of annual
EBITDA are rated as having a probability of far less than 0.1 per cent. Such extreme events, also
known as "tail risks", have not occurred to date. Tail risks can turn into existential threats for certain
subsidiaries, for example, when sanctions are intentionally violated. GRM assesses these risks
continuously and reports the results regularly to the Executive Board of Deutsche Börse Group.
Operational risk
For Deutsche Börse Group, operational risk comprises, in particular, the unavailability of systems,
service deficiency, damage to physical assets as well as legal disputes and business practice (see the
"Operational risk at Deutsche Börse Group" chart). Human resources risks are quantified just like
other operational risks. Operational risk accounts for 67 per cent of the total Group risk.
Operational risk at Deutsche Börse Group
Operational risk
Events
■ Loss of customer cash
Unavailability of systems
■ Clearing
■ Settlement
↑
Possible root causes
■ Software flaws
■ IT hardware flaws
■Inadequate information
security
■ Cyber crime
Service deficiency
■ Trading
Deutsche Börse Group | Annual report 2018
Further infomation
In general, availability risk represents the largest operational risk for Deutsche Börse Group. The Group
therefore subjects its systems to regular tests that simulate not only what happens when its own systems
fail but also when suppliers fail to deliver.
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. in front of
the Luxembourg courts. The complaint is a recourse action linked to the complaint that Bank Markazi
filed against Clearstream Banking S.A. and Banca UBAE S.p.A. on 17 January 2018 and asks that
Banca UBAE S.p.A. be indemnified and held harmless by Clearstream Banking S.A. in case it were to
lose in the Bank Markazi complaint and ordered by the court to pay damages to Bank Markazi.
On 26 December 2018, two US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The plaintiffs hold claims against Iran and Iranian authorities and persons
amounting to approximately US$28.8 million. The complaint in this case (Levin vs Clearstream Banking
S.A.) is based on similar assets and allegations as in the second Peterson case and the Havlish case.
The complaint seeks turnover of certain assets that Clearstream Banking S.A. holds as a custodian in
Luxembourg. The complaint also asserts direct claims against Clearstream Banking S.A. and other
defendants and purports to seek damages of up to approximately US$28.8 million plus punitive
damages and interest.
Beginning on 16 July 2010, the liquidators of two investment funds domiciled in the British Virgin
Islands and named Fairfield Sentry Ltd. and Fairfield Sigma Ltd. filed complaints in the US Bankruptcy
Court for the Southern District New York, asserting claims against more than 300 financial institutions
for restitution of redemption payments made to investors of the funds for the redemption of shares
in such funds prior to December 2008. On 14 January 2011, the liquidators of such funds asserted
claims for restitution against Clearstream Banking S.A. in an amount of USD 13.5 million for redemption
payments made by the funds to investors using the settlement system of Clearstream Banking S.A.
The proceedings, which were suspended for multiple years, are continuing.
Legal disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in
custody by Clearstream Banking AG. MBB issued a first tranche of the bond in April 2013 and a second
tranche of the bond in December 2013. The global certificates for the two tranches of the bond were
delivered to Clearstream Banking AG by the paying agent of the issuer. The legal disputes relate to the
non-payment of the bond and the purported lack of validity of the bond. As a national central securities
depository, Clearstream Banking AG's role in the context of the purported lack of validity of the MBB
bond is primarily to safekeep the global certificate. Insolvency proceedings have meanwhile been opened
in respect of the issuer, MBB.
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market
participants over the dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor's
Office in Cologne addressed to Clearstream Banking AG a notification of hearing with Clearstream
Banking AG and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Due
to the early stage of the investigations, it is not possible to predict the timing, scope or consequences
of a potential decision. The companies are cooperating with the competent authorities.
124
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Markazi was a party. The claim also addresses customer assets of approximately US$2 billion, which
include assets that are held at Clearstream Banking S.A. and currently subject to US and Luxembourg
litigation brought by US plaintiffs, addressing assets that were previously transferred out of Clearstream
Banking S.A. to Banca UBAE S.P.A.
Further infomation
On 19 December 2018, the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) sent Deutsche Börse AG a formal hearing notification in a penalty
proceeding, which refers to the allegation of a supposed lack of self-liberation or, alternatively, an
allegedly omitted ad hoc announcement. Specifically, in the search for a successor for Carsten Kengeter,
Deutsche Börse AG had omitted to qualify as a price-relevant intermediate step the fact that a few days
before the appointment of Theodor Weimer in November 2017, two suitable and interested CEO
candidates had been identified and a decision about the appointment was planned. Even after consulting
with external experts, Deutsche Börse AG believes this allegation is unfounded.
On 21 December 2018, Deutsche Börse AG informed the public that the District Court of Frankfurt/Main
had on the same day issued a fine order against Deutsche Börse AG as an ancillary party after the
termination of the preliminary investigation against its former CEO, Carsten Kengeter. The decision
provides for fines of €5 million and €5.5 million against Deutsche Börse AG for an alleged breach of the
insider trading ban in December 2015 and for an alleged omission of an ad hoc announcement in
January 2016. Following this decision of the District Court of Frankfurt am Main, the proceedings were
concluded.
The Executive Board of Deutsche Börse AG had previously decided, after detailed consultation with the
Supervisory Board, not to take action against a corresponding fine decision by the District Court. The
company remains firmly convinced that the allegations were unfounded. This is supported by the results
of extensive audits by several independent external experts. However, after a detailed examination and
weighing all relevant aspects, Deutsche Börse AG concluded that a termination of the proceedings on
this basis was in the best interest of the company.
Despite the ongoing proceedings described above, the Executive Board is not aware of any material
changes to the Group's risk situation.
Measures to mitigate operational risk
Deutsche Börse Group takes specific measures to reduce its operational risk. Among them are emer-
gency and contingency plans, insurance policies, measures concerning information security and the
physical safety of employees and buildings as well as precautions to ensure that the applicable rules
are observed (compliance).
Emergency and contingency plans
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible. The
Group has to maintain its business operations and safeguard against emergencies and disasters. If its
core processes and resources are not available, this represents not only a substantial risk for the entire
Group but also 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 (business
continuity management, BCM). This covers all processes designed to ensure continuity of operations in
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
In November 2018, a customer of a trading participant of the Frankfurt Stock Exchange filed a lawsuit at
the District Court (Landgericht) of Frankfurt/Main against Deutsche Börse AG. The plaintiff is claiming
damages of approximately €2.6 million from Deutsche Börse AG. The alleged damages are said to have
arisen (i) on 7 July 2016, from Deutsche Börse AG's publication of an inaccurate ex-dividend date
relating to a financial instrument via the Xetra system and (ii) due to the fact that a client of the plaintiff
relied on this inaccurate information to conclude transactions.
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues, or in unlikely cases, the availability of the systems could be
affected by acts of cyber crime or a terrorist attack. In the past, only limited failures have occurred with
Xetra and T7 and its predecessor system. In practice, there has never been a system failure lasting
longer than one day. Deutsche Börse Group has taken a number of measures to further minimise the risk
of failure lasting an entire day or longer. This supports the view that the probability of such a system
failure lasting 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.
Further infomation
Financial statements
Service deficiency
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defective
products and processes or mistakes in manual entries. Collateral liquidation errors in the event of the
default of a large clearing customer are another example. Such errors have not occurred to date in
the rare case of a failure. Related processes are tested at least annually, which is why the probability is
considered to be very low. The potential financial loss is put at medium.
Other sources of error may be attributable to suppliers or to product defects or mistakes that may lead
to the loss of client assets or mistakes in accounting processes. The Group registers all complaints and
formal objections as a key indicator of deficient processing risk.
Damage to physical assets
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example,
cause the destruction of, or severe damage to, a data centre or office building. Business continuity
management (BCM) aims at averting significant financial damage (see the “Business continuity
management" chart).
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 the losses involved could be substantial. As a result,
GRM continually monitors ongoing legal proceedings. These can be brought if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls,
breaches of competition law or banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions or in the event of
breaches of other governmental or overarching regulations.
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Executive and Supervisory Boards
Management report | Risk report
Notes
Financial statements
Further infomation
In its 2012 corporate report, Deutsche Börse Group provided information about Peterson vs
Clearstream Banking S.A., the first Peterson proceeding. This class action lawsuit was initiated by
various plaintiffs seeking to have certain customer positions held in Clearstream Banking S.A.'s
securities omnibus account with its US depository bank, Citibank NA, turned over and asserting direct
claims against Clearstream Banking S.A. for damages of US$250 million. The matter was settled
between Clearstream Banking S.A., and the plaintiffs and the direct claims against Clearstream Banking
S.A. were abandoned.
In July 2013, the US court ordered the turnover of the customer positions to the plaintiffs, ruling that
these were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision
was affirmed on 9 July 2014 by the Second Circuit Court of Appeals and later by the US Supreme Court
on 20 April 2016. Once distribution of the funds to the plaintiffs is complete, a related case, Heiser vs
Clearstream Banking S.A., also seeking turnover of the same assets, should also be completed.
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the defend-
ants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this ruling at the
competent appeals court (Second Circuit Court of Appeals), which on 21 November 2017 confirmed
large portions of the decision of the trial court. Regarding another aspect, the appellate court referred
the case back to the court of first instance, which shall assess whether the assets held in Luxembourg
are subject to execution in the U.S. In opposition to this point, Clearstream Banking S.A. filed a petition
to the US Supreme Court on 8 May 2018.
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A.
and other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A.,
is based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover
of certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint
also asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek
damages of up to approximately US$6.6 billion plus punitive damages and interest. The proceedings have
been suspended due to the pending complaint to the US Supreme Court in the second Peterson case.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York had opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint from Bank Markazi on 17 January 2018 naming Banca UBAE S.P.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi, which the complaint alleges are held on accounts
of Banca UBAE S.P.A. and Bank Markazi with Clearstream Banking S.A. totalling approximately
US$ 4.9 billion plus interest. Alternatively, Bank Markazi seeks damages to the same amount. The assets
sought include assets to the amount of approximately US$1.9 billion that were turned over to US
plaintiffs pursuant to a 2013 binding and enforceable US court order in a proceeding to which Bank
123
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Notes
126
Growth in foreign-exchange trading (360T)
Management report | Report on opportunities
140
136
Clearstream's collateral and liquidity management offering helps clients cope with the structural changes
they are facing, such as those resulting from the additional liquidity requirements under Basel III and
the clearing obligations under EMIR which have been applicable since December 2015. Banks can use
the assets held in custody by Clearstream on their behalf more efficiently across different platforms
and countries.
Collateral and liquidity management
Initiated by the ECB, the purpose of the T2S project is to harmonise cross-border securities settlement
using central bank funds across Europe. For Deutsche Börse Group, this holds the opportunity of
winning new clients for Clearstream's innovative services, such as global liquidity management. The
Group expects higher custody volumes and additional new services from T2S in the long term, which
can only be provided through Clearstream via its integrated international central securities depository
(ICSD). Clients can now use Clearstream as a central point of access for domestic and international
settlements, both in central bank and commercial bank funds. National central securities depositories
(CSDS) Clearstream Banking AG in Germany and LuxCSD S.A. in Luxembourg - offer their clients T2S
settlements at ECB terms, without any mark-up. Full interoperability between national and international
CSDs will enhance liquidity and collateral management.
Cross-border securities settlement (T2S)
Clients of Deutsche Börse Group can use Clearstream's settlement and custody services for their entire
fund portfolio - covering traditional investment funds, exchange-traded funds (ETFs) as well as hedge
funds. Given that supervisory authorities are also calling for more efficient settlement and custody
solutions in order to guarantee maximum security for client assets under custody, the Group expects to
acquire additional client portfolios in the future. For example, portfolios from Lombard Odier and Banque
Internationale à Luxembourg were acquired already in 2018. The Group is also continuously expanding
its range of products and services. For instance, Clearstream S.A. acquired Swisscanto Funds Centre Ltd.,
London, (SFCL), from Zürcher Kantonalbank during the year under review. The company was renamed
Clearstream Funds Centre Ltd. as at 2 November 2018. Through the transaction, Clearstream has
extended its range of fund services, to include the management of distribution agreements as well as
data compilation. In addition to SFCL's existing client base, Clearstream plans to offer the company's
range of services to its existing clients, too. Extending the product and service range, Clearstream
expects to generate additional net revenue by realising cross-selling synergies.
Cross-border settlement of investment funds
To date, regulatory obligations such as EMIR have not yet been expanded to cover the foreign-exchange
market. If this were to happen in the near future, Deutsche Börse Group would be able to tap further
opportunities from its extensive portfolio of products and services it offers in the context of regulatory
requirements.
Further infomation
Notes
Financial statements
Management report | Report on opportunities
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
139
Thanks to its leading position, 360T further benefits from a structural trend: even though, at present,
the vast majority of daily foreign-exchange trading volumes is still executed off-exchange, demand
for transparent, electronic multi-bank trading platforms such as 360T is rising. With this in mind,
Deutsche Börse Group acquired the GTX Electronic Communication Network (ECN) business of GAIN
Capital Holdings, Inc. in 2018 to expand its position in the global currency market and in the US
market. The acquisition represents another step taken by 360T to expand its business. With GTX, 360T
has won a spot interbank FX platform whose product range and customer base complement 360T's
existing business.
With the full acquisition of 360T, Deutsche Börse AG successfully explored a new asset class – foreign-
exchange trading. 360T® is a leading, globally active foreign-exchange trading platform, whose broad
customer base includes companies, buy-side customers and banks. The acquisition offers the potential
for revenue synergies amounting to an eight-figure sum (in euros) over the medium term, with 360T
leveraging Deutsche Börse Group's international sales network and expertise to grow its business. By
combining the skills and experience of 360T in the foreign-exchange market with Deutsche Börse
Group's IT competence, the Group will be able to tap the resulting revenue potential. 360T has thus
made progress with various measures for achieving synergies: The technology for the central order book
has been completed and is in the roll-out phase. The pilot phase of the clearing services for OTC foreign
exchange transactions will start in the first half of 2019. Having successfully completed the test
operations, market participants will be able to use clearing services for OTC foreign exchange
transactions for the first time. The third project is the introduction of the rolling spot futures and classic
futures contracts, which were rolled out at the beginning of June 2018. For 360T, the goal of all three
measures over the coming months will be to attract market participants who will use these offers
regularly, in order to gradually build liquidity.
-
The Leipzig-based European Energy Exchange AG (EEX) allows Deutsche Börse Group to offer a broad
product range for the trading and clearing of spot and derivatives contracts on power and gas and
emission certificates. In turn, EEX benefits from the markedly higher demand for energy trading and
clearing services. The double-digit growth rates in this area are not only the result of external growth but
also structural organic growth thanks to Deutsche Börse Group's good market position. For instance,
EEX has evolved into the central marketplace for energy, energy-related and commodities products in
Continental Europe; its product range includes the markets in Germany, France, the Netherlands,
Belgium, Italy and Spain. It has also been active in the US market since May 2017, through the
acquisition of Nodal Exchange. EEX also generated organic growth, especially in the power and gas
business. While this growth momentum is based on the changing importance of renewable energy
wind power in particular - for power generation, the resulting gains in the availability of power
are difficult to predict, also due to the strong fragmentation of the European energy market, and the fact
that market participants predominantly trade off-exchange. Owing to this high degree of fragmentation,
as well as the inefficiency of OTC markets, demand for on-exchange trading and clearing solutions for
such transactions has been growing over recent years. On 12 June 2018, the European Cross-Border
Intraday Initiative (XBID) was launched – a power market platform developed under the initiative of the
European Commission. At year-end 2013, Deutsche Börse had won the tendering process to develop
and operate a pan-European intraday trading platform. The start of XBID - and hence, the opening up of
national European markets for competition – mark an important step towards creating an integrated
European intraday energy market. EEX believes it is well positioned in this changing competitive
environment to achieve structural growth and gain additional market share by providing more efficient
trading and clearing solutions. EEX has already succeeded in significantly increasing its market share
in recent years; its energy derivatives share, for example, was around 37 per cent at the end of 2018.
sources -
Trading and clearing of power and gas products on EEX
Further infomation
Notes
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Deutsche Börse Group | Annual report 2018
The key liquidity risk for Deutsche Börse Group lies in customer default. If a clearing member of Eurex
Clearing AG defaults, its membership is liquidated. If a Clearstream customer defaults, the generally
collateralised, intraday credit line granted to increase settlement efficiency would be called in, and
the collateral provided by the client could then be liquidated. Deutsche Börse Group estimates the
probability of this liquidity risk to be low when there is the possibility of medium financial losses. A
decline in market liquidity, following a counterparty default, would further increase Deutsche Börse
Group's liquidity risk exposure. On a daily basis, Clearstream and Eurex Clearing AG calculate the
liquidity needs that would result if two of their biggest clients would default and maintain sufficient
liquidity in order to cover the liquidity needs determined.
Financial statements
Notes
Further infomation
when exceeded, trigger an immediate adjustment to the size of the default 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 a delay in performance or a default:
■ First, the relevant clearing member's outstanding positions and transactions 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 the associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2018, collateral amounting to €52,623.1 million
had been provided for the benefit of Eurex Clearing AG (after haircuts).
■ After this, the relevant clearing member's contribution to the clearing fund would be used to cover
the open amount. Contributions ranged from €1 million to €414 million as at 31 December 2018.
■ Any remaining shortfall would initially be covered by a contribution to the clearing fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €150 million as at 31 December 2018.
■ Only then would the other clearing members' contributions to the clearing fund be used
proportionately. As at 31 December 2018, aggregate clearing fund contribution requirements for all
clearing members of Eurex Clearing AG amounted to €4,076.4 million. After the contributions have
been used in full, Eurex Clearing AG can request additional contributions from each clearing member,
which can be at most twice as high as their original clearing fund contributions. In parallel to these
additional contributions, Eurex Clearing AG provides additional funds of up to €300 million, provided
via a letter of comfort from Deutsche Börse AG (see below). These additional funds will be used
together with the additional clearing member contributions, on a pro-rata basis.
■ Next, the portion of Eurex Clearing AG's equity would be used that exceeds the minimum regulatory
equity.
Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon.
■ Deutsche Börse AG has issued a letter of comfort in favour of Eurex Clearing AG. With this letter of
comfort, Deutsche Börse AG commits to provide the funds to Eurex Clearing AG required to fulfil its
duties including the duty to provide additional funds of up to €300 million, as mentioned before.
The maximum amount to be provided under the letter of comfort amounts to €600 million, including
payments already made. Third parties are not entitled to any rights under the letter of comfort.
Management report | Report on opportunities
Financial statements
Notes
Further infomation
Organic growth opportunities
Deutsche Börse Group has a very broad portfolio of products and services which covers all areas
of a market infrastructure provider's value creation chain:
Pre-trading: data and index business
Trading and clearing: financial derivatives, commodities, foreign-exchange trading, cash equities
■ Post-trading: settlement and custody, investment fund services, collateral management
Thanks to this portfolio, the Group is one of the most broadly-diversified exchange organisations
it is also one of the leading providers worldwide in terms of trading volumes. In order to maintain and
expand this position, the company is pursuing a growth strategy called Roadmap 2020. To this end,
Deutsche Börse Group is currently concentrating largely on organic growth opportunities in order to
achieve its strategic objectives. The Group makes a basic distinction between structural and cyclical
opportunities: structural opportunities arise, for example, as a result of regulatory changes, new client
requirements (such as the growing demand for exchange-traded solutions to over-the-counter (OTC)
transactions) and the trend where an increasing portion of assets are allocated in passive investment
strategies (e.g. index funds). The company can actively exploit these opportunities. Cyclical
opportunities, on the other hand, cannot be influenced directly by the company and are driven by
macroeconomic changes. In addition, Deutsche Börse Group intends to seize long-term opportunities
arising as a result of the technological transformation.
Executive and Supervisory Boards
Management report | Risk report
Deutsche Börse Group | Annual report 2018
131
In addition to the margins for current transactions, each clearing member makes contributions to a
default fund, based on the member's individual risk profile. The default fund is jointly liable for the
financial consequences of a default by a clearing member to the extent that this cannot be covered by
the member's individual margin, or the contributions it or Eurex Clearing AG make to the default fund.
Eurex Clearing AG uses regular stress tests to check whether its default fund is adequate enough to
absorb a default of its two largest clearing members. 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 individual margins, the impact
on the clearing fund of a potential default is simulated. Eurex Clearing AG has defined limits which,
Additional business risk may arise from regulatory requirements or the geopolitical or economic
environment - for example, in the event of an intra-Europe crisis affecting monetary union, or a tariff
conflict with an adverse effect on trading activity.
134
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further infomation
Executive and Supervisory Boards
Structural growth opportunities
Deutsche Börse Group | Annual report 2018
Management report | Risk report
Financial statements
Notes
Further infomation
Safety for both participants and the clearing house
Each clearing member must prove that it has liable capital equal at least to the amounts that Eurex
Clearing AG has defined for the different markets. The amount of capital for which evidence must be
provided depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might
default before settling open transactions, 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 uses haircuts with a confidence level of at least 99.9 per cent
to cover market risk. As a result, securities of issuers with lower credit quality receive higher haircuts
than securities with the highest credit quality. When in doubt, collateral with insufficient quality will be
excluded. 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.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial instru-
ments. The purpose of these margins is to offset accumulated gains and losses.
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a
clearing member against any risk that the value of the positions in the member's account will deteriorate
in the period before the account is settled. This additional collateral is known as the initial margin. The
target confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for
exchange-traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions.
Eurex Clearing AG checks regularly whether the margins match the requested confidence level: initial
margin is currently calculated using the legacy risk-based margining method and the Eurex Clearing
PrismaⓇ method, which is already available for all derivative contracts traded. The method takes the
clearing member's entire portfolio - as well as historical and stress scenarios - into account when
calculating margin requirements. The objective is to cover market fluctuations for the entire liquidation
period until the account is settled. At present, the risk-based margining method is still used for cash
market products and physical deliveries, as well as for securities lending and repo transactions. The
Prisma method is set to fully replace risk-based margining in the future.
Executive and Supervisory Boards
Business risk includes the risk that competitors, such as the exchanges Euronext, Singapore Exchange
(SGX), ICE Futures Europe and Mercado Español de Futuros Financieros (MEFF), as operators of
derivatives markets, might increase their market shares on the European trading markets (both on- and
off-exchange). Deutsche Börse Group estimates the probability of a minor loss in market share as
medium but the resulting impact as rather low.
When taking advantage of structural growth potential, Deutsche Börse Group focuses on product- and
service-driven initiatives designed to satisfy new client needs as well as regulatory requirements. In order
to ensure the Group is optimally positioned and can explore new opportunities, the Group realigned its
structure with its growth strategy in 2018. For instance, the Group implemented clear responsibilities at
the management level reporting directly to the Executive Board. These managers are not only responsible
for net revenue growth, but also for costs and, therefore, the earnings growth of the individual business
areas which can also be achieved through cost management. This approach allows the Group to
manage processes in a disciplined manner and to achieve targets at a business area level, and hence
at a Group level overall. This is also reflected by leaner hierarchies, the strengthened consequences
management and the remuneration structure. The number of reporting segments was also increased
from four to nine, thus creating additional transparency for the Group's growth areas.
Moreover, the Group regularly examines whether it can better achieve growth in high-potential asset
classes, products or services organically or through external acquisitions and collaborations. In this
connection, the company has defined the following five areas of business that focus beyond the organic
options to external growth as well: commodities, foreign exchange trading, investment funds services,
data and index business and fixed-income trading.
In 2019, the Group intends to further strengthen Group-wide risk management, as well as the control
functions within the Group, supported by additional personnel and structural improvements. In addition,
a cross-divisional initiative regarding the risk culture within the company will be carried out. Business
continuity precautions should also be expanded to ensure that the company can continue in the case
of an emergency or crisis and to ensure an orderly process in cases of restructuring and liquidation of
regulated institutions.
Deutsche Börse Group continually assesses its risk situation. Based on the calculated REC in stress tests
and based on the risk management system, Deutsche Börse AG's Executive Board concludes that the
available risk cover amount is sufficient. Furthermore, it cannot identify any risk that could endanger the
Group's existence as a going concern.
Outlook
Further infomation
Notes
Financial statements
Management report | Report on opportunities
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
135
Deutsche Börse AG's Executive Board is convinced that the risk management system is effective. The
Board continues to strengthen the system and the control function responsible for it. The Group-wide
strategy to capture and manage risk, which focuses on risk appetite, forms the basis for internal risk
management. It is codified in the three principles described in the "Risk strategy and risk
management" section.
As at 31 December 2018, the Group's REC amounted to €2,573 million, a 9 per cent increase year-on-
year (31 December 2017: €2,362 million). The available risk-bearing capacity increased by 12 per cent
to €4,619 million year-on-year (31 December 2017: €4,128 million). EaR as at 31 December 2018
were €1,121 million, while risk appetite was €1,941 million, based on the adjusted budgeted EBITDA
in 2018.
Additional external risk factors emerged for Deutsche Börse Group's business in the past financial year,
particularly higher operational risk in the fields of cybercrime and taxes. Deutsche Börse Group's
risks were covered by sufficient risk-bearing capacity at all times during 2018, i.e. the allocated risk
appetite limits were complied with. The Group's risk profile has not changed significantly.
Summary
Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and
regularly reviews the entire Group's risk situation. Its summary of the situation in 2018 is given here and
is followed by a brief look at the coming financial year.
Overall assessment of the risk situation by the Executive Board
Projetct risk is a risk driver with a significant impact on one or more of the three other risk categories
(operational, financial and business risk) described above. Project risk is not broken down further.
Ongoing monitoring and checks ensure that project risk is continually analysed and evaluated.
Project risk
The introduction of a financial transaction tax, which continues to be supported by some European
states, might have a negative impact upon Deutsche Börse Group's business activities. Likewise, a
sustained period of weak trading activity on the market following a significant downturn on the equity
markets (whatever the reasons), for example, also represents a risk to the Group.
Report on opportunities
Organisation of opportunities management
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportunities
as early as possible and to take appropriate measures in order to transform opportunities into business
success.
137
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements
Notes
Further infomation
The Group anticipates the strongest revenue increases in the years ahead in trading and clearing. Among
other things, this is due to the clearing of over-the-counter (OTC) derivatives and further growth in
the trading of power and gas products. Foreign exchange trading via 360TⓇ is also expected to provide
a contribution to net revenue growth. In the post-trading area, the focus is on further developing the
investment funds business, cross-border securities settlements via TARGET2-Securities (T2S), as well
as collateral and liquidity management. The growth focus in pre-trading is on expanding the index and
data business. The business potential of the initiatives stated here are described in more detail below.
Clearing of OTC derivatives
-
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the failure to settle bilateral OTC transactions that were mainly entered into on an unsecured basis. In
light of this, the leading industrialised nations (G20) agreed to create an effective regulatory environment
to make off-exchange derivatives transactions more transparent and more secure. In response, the
European Union developed the European Market Infrastructure Regulation (EMIR), which is aimed at
regulating OTC trading in derivatives. EMIR covers the following aspects:
■ The obligation to report the transactions to a trade repository
With the entry into force and gradual implementation of EMIR since June 2016, market participants
have been obliged to meet its requirements. Preparing for mandatory clearing, Eurex Clearing AG had
developed set up a central counterparty to clear OTC derivatives transactions. The offering is aimed
primarily at institutional clients and their interest rate derivatives business (interest rate swaps). It
especially focuses 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. In line with expectations,
Eurex's clearing volumes in OTC interest rate derivatives have increased significantly since the beginning
of 2018.
Brexit : - and the associated uncertainty as to whether clearing houses outside the scope of EU regulation
will be permitted to clear euro-denominated interest rate swaps in the future - offers another opportunity
for Eurex Clearing to increase its market share in this product area. With the Eurex Clearing Partnership
Program, which was started in October 2017, Eurex Clearing created an alternative for clearing interest
rate swaps within the EU. The programme met with broad market acceptance: by the beginning of
February 2019, 33 market participants from the US, the UK, Asia and Continental Europe had already
opted to participate in the programme. Hence, the notional outstanding volume on Eurex Clearing
increased considerably in 2018 year on year. The company anticipates another significant increase
in 2019.
Within the framework of the performance-based partnership programme, Eurex Clearing AG shares a
substantial portion of the economic success of its interest rate swap segment with the ten most active
participants. These are also given a seat on the Eurex Clearing AG Supervisory Board or on the newly
established Fixed Income and Currency (FIC) Board Advisory Committee. Clients are thus directly
involved in further developing the strategy and expanding the clearing house's products and services.
At the end of 2018, Eurex Clearing announced that it plans to extend the partnership programme to
include the repo business and foreign exchange trading.
138
Once a growth initiative has been approved and the budget has been made available, the initiative's
progress against the presented business plan is tracked as part of the Group's general budget steering
mechanisms. Regular reporting on the progress of the initiatives is an important steering tool, which
is coordinated by central functions and created in cooperation with the individual projects from the
business areas. Through these reports, if required, the financial planning is adjusted, forecasts are
updated and changes to the scope of the project are made transparent. These reports also serve as
a control mechanism to determine whether milestones have been reached and if project-specific risks
have been described and if countermeasures have been implemented.
Once a business plan and profitability analysis have been prepared for a specific growth initiative, the
Executive Board of Deutsche Börse AG decides on its implementation. This decision is either taken as
part of the annual budget planning process or as part of the regular budget review meetings that happen
throughout the year.
Ideas for growth initiatives are developed further using uniform, Group-wide templates and subjected
to a profitability analysis. Qualitative aspects are documented in a business plan, and revenues and
expenses are projected in detail for several years in the future.
Deutsche Börse Group evaluates organic growth opportunities in the individual business areas both on
an ongoing basis throughout the year and systematically at the Group level as part of its annual budget
planning process. Suggestions from the Group's business areas for new products, services or technolo-
gies serve as the starting point for the evaluation. The process begins with a careful analysis of the
market environment that considers both customer wishes as well as market developments, competitors
and regulatory changes.
■ The obligation to clear standardised OTC derivatives transactions using a central counterparty
Special risk management requirements for transactions in non-standardised derivatives
The United Kingdom's exit from the European Union (“Brexit”) was analysed in terms of the risks to
customers, products and internal processes. To mitigate these risks, licences were requested for the UK
domestic market and a Steering Committee convened to assess the risks on a regular basis. Deutsche
Börse Group believes it is well prepared for Brexit and, among others, considers the OTC clearing
of interest rate swaps to be an opportunity. Eurex Clearing AG has already admitted the majority of its
clearing mambers located in the UK via a unit of the Group located inside EU-27; the remainder is
currently being admitted and will be admitted until the end of March 2019.
Business risk reflects the fact that the Group depends on macroeconomic developments and is
influenced by other external events, such as changes in the competitive environment or regulatory
initiatives. It therefore expresses the risks associated with the Group's business environment and sector.
It also includes business strategy risk, i.e. the impact of risks on the business strategy and possible
adjustments to it. These business risks are represented as variance analyses of planned and actual EBIT
and are monitored constantly by the divisions. They account for about 10 per cent of the Group's total
risk. Business risk may result in revenues lagging budget projections or in higher costs.
To consider different scenarios, regular stress tests are being carried out to examine the liquidity risk
exposure of Clearstream and Eurex Clearing AG. Risks identified in the course of stress tests carried
out during the 2018 financial year were analysed further, and corresponding risk-reduction measures
initiated.
Essentially, within the DMP framework, products which share similar risk characteristics are assigned to
liquidation groups that are liquidated using the same process. Within a liquidation group, Eurex Clearing
AG will balance its position by transferring defaulted positions to other clearing members either via an
auction or by way of bilateral independent sales.
Business risk
Historically, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard &
MetallBank (2002), Lehman Brothers (2008), MF Global (2011) and Maple Bank (2016).
132
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further infomation
In all of the cases mentioned above, the funds pledged as collateral by the defaulted clearing member
were sufficient to cover losses incurred upon closing out positions - in fact, a significant portion of
resources was returned to the defaulted clearing member.
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties with high credit quality by defining
investment limits for each counterparty and by investing funds primarily 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. Since extending its licence as an
investment and credit institution under the Kreditwesengesetz (German Banking Act), Eurex Clearing AG
can also use Deutsche Bundesbank's permanent facilities.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios such as the default of their
largest counterparty. The figures determined in this way are compared with the limits defined as part of
the companies' 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 Clearstream
Banking S.A.'s credit risk exposure from the settlement procedure with Euroclear. Moreover, inverse
stress tests are run to determine the number of counterparties that would have to default for losses to
exceed the risk cover amount. In the course of the stress tests run in financial year 2017, the identified
risks have been further analysed and appropriate measures to reduce risk have been implemented.
In the event of default by a clearing member, Eurex Clearing AG triggers its tried-and-tested default
management process (DMP), in order to rebalance the central counterparty. This process not only
contributes to the security and integrity of capital markets but also protects non-defaulted clearing
members from any negative effects resulting from the default.
Deutsche Börse Group tracks a variety of risk indicators in addition to its risk measures (REC, EaR and
the credit risk stress tests performed). These include the extent to which individual clients utilise their
credit lines, and credit concentrations.
This might have a negative influence on Deutsche Börse Group's clients and reduce their trading volume
in the future. While the Group still views the probability of this risk occurring as low, and the possible
consequences on client business as medium, there is a significant residual macroeconomic risk which
would materialise if political or financial turmoil was to trigger declining prices on equity markets.
Market risk includes risks of a reverse development of interest rates, exchange rates or other market
prices. Deutsche Börse Group measures these risks using Monte Carlo simulations based on historical
price data, as well as corresponding stress tests.
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, 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 Luxembourg.
Market risk
Deutsche Börse AG has access to short-term external sources of financing, such as agreed credit lines
with individual banks or consortia, as well as through a commercial paper programme. In recent years,
Deutsche Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to
meet its structural financing needs.
Further infomation
Notes
Financial statements
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines, and its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facilities.
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
133
Liquidity risk applies if a Deutsche Börse Group company is unable to meet its daily payment obligations
or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met primarily
internally by retaining funds generated. The aim is to maintain liquidity at about the same level of
operating costs for one quarter (currently between €150 million and €250 million). An intra-Group cash
pool is used to pool surplus cash from subsidiaries on a Deutsche Börse AG level, as far as regulatory
and legal provisions allow. Liquid funds are invested in short-term investments to ensure that they are
available. Short-term investments are also largely secured by liquid bonds from first-class issuers.
Clearstream and Eurex Clearing AG invest parts of their equity in securities with the highest credit
quality. The majority of these securities have a variable interest rate, with a low sensitivity to interest rate
fluctuations. The Group avoids open currency positions whenever possible. Furthermore, market risk
could result from Deutsche Börse Group's ring-fenced pension plan assets (Contractual Trust
Arrangement (CTA), Clearstream pension plan in Luxembourg). The Group reduced its risk of extreme
losses by deciding to invest a predominant proportion of the CTA on the basis of a value preservation
mechanism.
Liquidity risk
Management report | Risk report
Executive and Supervisory Boards
Management report | Report on expected developments
Financial statements
Notes
The company anticipates that net revenue in the STOXX segment will further increase during the forecast
period. This expectation is based on the continuous expansion of the product range in all areas and
greater marketing of these products in growth regions. The Group's index business is set to benefit from
this development in particular. Moreover, the Group considers the significant structural growth in the
market for passively managed assets as an additional growth driver that is expected to further strengthen
demand for index licences for ETFs. In addition to distributing index licences, the Group also benefits
from the growing investment volumes in these products. In this light, the Group believes it is well placed
to increasingly extend the positioning of its globally focused range of indices to the Asian market.
STOXX (index business) segment
Data segment
This segment aims to accelerate the expansion of Deutsche Börse's technology leadership and expertise
in the area of market data by pooling all relevant resources within the company in a dedicated, market-
driven business unit. The goal is to open up new growth opportunities in the medium to long term. The
segment also envisages additional growth from the Regulatory Reporting Hub, launched in 2018, in the
forecast period. Developed in cooperation with the Group's clients, the Hub offers a one-stop shop for
solutions, helping clients to fulfil their reporting duties under MiFID II.
Deutsche Börse Group | Annual report 2018
Changes in pricing models
Further infomation
147
Although Deutsche Börse Group faces especially intense competition in the settlement and custody
of international bonds, the company does not expect this to have a major negative impact on its net
revenue or market share during the forecast period.
GSF (collateral management) segment
With regard to its customer structure, the segment expects 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 could lead to a decline in average fees.
The Clearstream subgroup covers all types of funds from traditional investment funds to exchange-
traded funds (ETFs) and hedge funds. Given that supervisory authorities are also calling for more
efficient settlement and custody solutions in order to guarantee maximum security for client assets under
custody, Deutsche Börse Group expects to acquire additional client portfolios. In line with this
expectation, the IFS (investment fund services) segment anticipates continued growth in the forecast
period, due to the attractiveness of its fund services.
=
IFS (investment fund services) segment
Deutsche Börse Group anticipates sustained price pressure in some of its business areas during the
forecast period. The company's objective is to cushion this price pressure by continually improving its
products and services and offering selective incentives for price-elastic business.
In the medium to long term Clearstream expects demand for its TARGET2-Securities (T2S) services to
grow, thanks to increasing regulatory requirements and its strong position in the T2S network. Following
Clearstream's migration to T2S in 2017, the Group anticipates a moderate contribution from these
activities to net revenue, however, not earlier than in the year 2019. This is partly due to the fact that
connecting customers is taking slightly longer than originally planned. Another factor to impact
Clearstream's business in the forecast period will be central bank monetary policy. Despite the phasing-
out of the ECB's programme for purchasing government and corporate bonds last year, the interest rate
policy could have a further dampening effect on securities issuance. If, contrary to expectations,
monetary policy becomes more restrictive, this would have positive consequences for issuance and
for net interest income in the banking business. As a significant portion of customer balances
are denominated in US dollars, the ongoing trend of interest rate hikes in the US - initiated at the end
of 2016 will cause a rise in net interest income in 2019, at steady cash balance levels.
Clearstream (post-trading) segment
Further infomation
Notes
Financial statements
Management report | Report on expected developments
Executive and Supervisory Boards
Executive and Supervisory Boards
Central bank monetary policy will heavily impact collateral management in the forecast period, especially
regarding activity in the repo business, but also in securities lending. Despite the phasing-out of the
ECB's programme for purchasing government and corporate bonds, the interest rate policy could have
a further dampening effect on liquidity management. A positive product mix change could possibly
partially compensate for this cyclical development. If, contrary to expectations, monetary policy becomes
more restrictive, this would have positive consequences for the use of collateral and liquidity
management services.
Over the long term, the average net revenue per unit (e.g. trading or clearing fees per transaction, or fees
for custody services) is expected to decline slightly in all areas of the Group. This is a result of laddered
pricing models that lead to a decline in income per unit as customers' business activities increase.
Executive and Supervisory Boards
Initiatives to promote the transparency and security of the markets will continue to be a key focus
during the forecast period, ensuring that Deutsche Börse Group adds value to society. Against this
backdrop, the company expects to maintain the availability of the different trading systems for the cash
and derivatives market at the very high level seen in previous years throughout the forecast period.
150
Deutsche Börse AG's course of business in the reporting period
Deutsche Börse AG's revenues increased by 3.6 per cent in the 2018 financial year, coming in slightly
below the company's expectations. Total costs (staff costs, amortisation of intangible assets and
depreciation of property, plant and equipment and other operating expenses) increased by 0.7 per cent.
Net profit fell compared to 2017 which, among other things, had been positively impacted by proceeds
of €139.5 million from the sale of the stake in Eurex Zürich AG to Eurex Global Derivatives AG. On an
adjusted basis – i.e. excluding the aforementioned one-off proceeds included in the previous year - the
company's net profit for the 2018 financial year increased by 11.8 per cent and, therefore, exceeded the
expectation of an increase of at least 10 per cent. Based on these results, Deutsche Börse AG Executive
Board assesses the development in the 2018 financial year as satisfactory.
Deutsche Börse AG is the parent company of Deutsche Börse Group. The parent company's business
activities include first and foremost the cash and derivatives markets, which are reflected in the Eurex
(financial derivatives) and Xetra (cash equities) segments, as well as the data and index businesses.
Deutsche Börse AG also operates essential parts of Deutsche Börse Group's information technology.
The development of Deutsche Börse Group's Clearstream (post-trading) segment is reflected in
Deutsche Börse AG's business development, primarily due to the profit and loss transfer agreement with
Clearstream Holding AG. Deutsche Börse Group's IFS (investment fund services) and GSF (collateral
management) segments, in contrast, play a lesser role for Deutsche Börse AG. Nevertheless, the
business and framework conditions at Deutsche Börse AG essentially correspond to those of Deutsche
Börse Group and are described in the ☑“Macroeconomic and sector-specific environment" section.
General position
Business and operating environment
The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions
of the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG) and are the underlying basis for the explanations
that follow.
Deutsche Börse AG (disclosures based on the HGB)
context, the Group aims to act in a more agile and effective manner, and with increased client focus,
to turn Deutsche Börse into the global market infrastructure provider of choice, being top-ranked in all
its activities. Looking at the economic and regulatory framework over the forecast period, uncertainty
persists concerning capital market participants' behaviour; therefore, it is impossible to come up with a
concrete forecast for cyclical growth in net revenues. Nonetheless, Deutsche Börse Group endeavours
to further expand its structural growth areas and to further increase their contribution to net revenues by
at least 5 per cent. At the same time, the Group plans to safeguard the scalability of its business model
throughout the forecast period. To this end, the Executive Board will actively manage operating costs in
a way that net profit for the period attributable to Deutsche Börse AG shareholders will grow at a stronger
rate than net revenue. Specifically, growth rates of about 10 per cent (excluding exceptional effects) are
projected for the forecast period. Overall, the Executive Board assumes on this basis that cash flow from
operating activities will be clearly positive and that, as in previous years, the liquidity base will be sound.
The overall assessment by the Executive Board is valid as at the publication date for this combined
management report.
Further infomation
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
149
The Executive Board of Deutsche Börse AG believes that the company continues to be in a very good
position compared with the international competition, thanks to its comprehensive offering along the
securities trading value chain and its innovative strength. Against this background, the Executive Board
therefore expects to see a positive trend in the company's results of operations over the long term. The
purpose of the measures as part of the growth strategy is to further accelerate the Group's growth. In this
Overall assessment by the Executive Board
The parent company, Deutsche Börse AG, plans to invest some €50 to 60 million in intangible assets
and property, plant and equipment during the forecast period.
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instrument,
to remain clearly positive in the future. The Group expects that two significant factors will influence
changes in liquidity. Firstly, the company plans to invest some €180 million in intangible assets and
property, plant and equipment at Group level. These investments will serve primarily to develop new
products and services in the Eurex (financial derivatives) and Clearstream (post-trading) segments, and
to enhance existing ones. The total amount essentially comprises investments in trading infrastructure
and in risk management functionalities. Secondly, the Executive Board and Supervisory Board of
Deutsche Börse AG will propose a dividend of €2.70 per share to the Annual General Meeting to be held
in May 2019. This would correspond to a cash outflow of about €495 million. Against the background
of the growth strategy, the company anticipates that, in future, freely available funds will increasingly
also be applied to the Group's complementary external growth options. Apart from the above, no other
material factors were expected to impact the Group's liquidity at the time the combined management
report was prepared. As in previous years, the Group assumes that it will have a sound liquidity base
in the forecast period due to its positive cash flow from operating activities, adequate credit lines (see
note 25 to the consolidated financial statements for details), and flexible management and planning
systems.
Future development of the Group's financial position
Moreover, as early as in 2010, the Executive Board had voluntarily committed to increasing the share of
women holding middle and upper management positions to 20 per cent by 2020, and women holding
lower management positions to 30 per cent during the same period. The Group maintains this ambition,
and has extended the scope of its voluntary commitment, over and above legal requirements. Firstly, the
target figures determined in this context relate to Deutsche Börse Group worldwide. Secondly, the
definition of management levels/positions was extended to also include heads of teams, for example.
Further infomation
Notes
Financial statements
Management report | Report on expected developments
Deutsche Börse Group | Annual report 2018
148
In accordance with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwitschaft und im öffentlichen Dienst (FührposGleichberg, German Act on the
Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors),
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board pursuant to section 76 (4) of the AktG, in each case referring
to Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first
and second management levels beneath the Executive Board is planned to reach 15 per cent and
20 per cent, respectively.
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service company. Given demographic change and the resulting shortage of
specialist staff, the company aims to continue to position itself adequately and – among other things -
to increase the number of women in management positions.
Trends in non-financial performance indicators
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. Within this range,
the Group manages the actual payout ratio mainly relative to the business performance and based on
continuity considerations. In addition, the company plans to invest the remaining available funds primarily
into organic growth, but also, secondarily, for the Group's complementary external development. Should
the Group be unable to invest these funds, additional payouts, particularly share buy-backs, present
another opportunity for the use of funds. To maintain its strong credit ratings at Group level, the com-
pany aims at a ratio of net debt to EBITDA of no more than 1.75, and a ratio of free funds from opera-
tions to net debt of at least 50 per cent.
Management report | Report on opportunities
Deutsche Börse Group | Annual report 2018
Besides cloud-based applications, the Group is also making progress in the area of robotics. The Group
will implement this technology, in particular, within the scope of coordinating or standardised creation
of invoices, client reports etc. To leverage the potential improvements in this area, the Group put
together a team that not only has the necessary expertise but is also focused exclusively on developing
and implementing the corresponding processes.
Blockchain technology constitutes another aspect of technological opportunities. It is considered a
disruptive technology at times at present, the financial services sector is evaluating the associated
-
opportunities. Thanks to its decentralised nature, it facilitates direct interaction between participants,
thus offering the potential for simplifying complex processes. Established market infrastructure providers
such as Deutsche Börse Group, which covers the entire value creation chain from a single source, play
an important role when it comes to tapping this potential – meeting existing industry standards at the
same time. Besides legal and regulatory requirements, this also involves adhering to security standards,
as well as limiting risks and ensuring cost efficiency.
As part of its corporate strategy, Deutsche Börse Group pursues a cooperative approach with regard to
new technological developments. This approach is designed to further strengthen the Group's leading
technological role, while gauging the potential of new technologies along the value creation chain (from
the issue of securities to trading, clearing, and settlement). Against this background, for example, the
Group developed various blockchain prototypes in cooperation with Deutsche Bundesbank, Eurex Clearing
as the central counterparty, and other central securities depositories, in order to showcase how this
technology might be applied to solve business issues. One of these prototypes involved a concept for the
142
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on expected developments
Financial statements
The Group has optimised internal processes, particularly in relation to cloud services; HR processes,
purchasing and settlement of travel expenses, among other things, are now executed in the cloud. This
has significantly streamlined the processes and is having a positive effect on the Group's costs. The
Group is also working on transferring services and processes with clients to the cloud. For instance, the
introduction of new trading platforms or the updating of existing infrastructure may potentially be tested
beforehand by clients, via the cloud. This would lead to significantly more agile processes within the
Group, as new processes would be introduced at more frequent intervals, allowing the Group to respond
more effectively to clients' requirements. However, regulatory approval is required to implement this
successfully. The Group is currently coordinating closely with both the regulators and providers of cloud
services, in order to meet the regulatory requirements.
Notes
risk-free transfer of commercial bank money, based on blockchain technology. The goal is to enhance
efficiency by integrating blockchain technology into the Group's post-trading infrastructure. Through
Deutsche Börse Group's central counterparty, it will be possible to reduce the risks involved in the
transfer of digital commercial bank money. Moreover, through the interface between Eurex Clearing and
Clearstream, the Group's central securities depository, the new concept could also contribute to
enhancing the efficiency of post-trading processes such as settlement services or asset servicing.
As at 7 August 2018, Deutsche Börse Group acquired a minority interest in HQLAX S. à r. I. - a fintech
company specialising in liquidity and collateral management for institutional clients on the international
securities lending and repo markets. The Group is thus strengthening its collaboration with HQLAX, to
use innovative technologies to improve efficiency in the fragmented securities lending market. To this
end, it announced that it is working with HQLAX on developing a solution for securities lending on the
basis of a blockchain platform. The first banks are already in the process of being connected and
extensive talks are being held with the relevant supervisory authorities.
Further Group projects are the newly-created Content Lab, working on improving the use of data in
providing client services, and the Product Development Lab, which develops micro-services. Beyond
this, Deutsche Börse Group is currently examining whether to offer application programming interface
(API) connectivity to its systems, in order to facilitate new data and analytical offers to clients using
cloud technologies.
Report on expected developments
The report on expected developments describes Deutsche Börse Group's expected performance for the
financial year 2019. 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 annual report. In turn,
these are subject to known and unknown opportunities, risks and uncertainties. Numerous factors,
many of which are outside the company's control, influence the Group's success, its business strategy
and its financial results. Should opportunities, risks or uncertainties materialise or should one of the
assumptions made turn out to be incorrect, the Group's actual performance 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.
Developments in the operating environment
Macroeconomic environment
With global economic growth already slowing during the course of 2018, inflation rising, and monetary
policy becoming more restrictive (especially in the US), Deutsche Börse Group expects a further
weakening of global growth during the forecast period. The ongoing trade conflict, mainly between China
and the US, pressure on emerging markets due to the tighter US interest rate policy, the appreciation
of the US dollar, as well as the political situation in Europe, especially with regard to the imminent exit
of the United Kingdom from the European Union, are some of the reasons. Against this background,
uncertainty should increase among market participants, and market volatility could rise temporarily.
A settlement of the trade dispute, a stabilisation of the political situation in Europe, and a clear direction
143
Deutsche Börse Group | Annual report 2018
Further infomation
Executive and Supervisory Boards
Technological opportunities
-
Financial statements
Deutsche Börse Group | Annual report 2018
Notes
Further infomation
Expansion of the index business
Deutsche Börse Group's objective in its index business is to position its established European index
provider STOXX with an even more global profile in order to develop further indices (on top of its DAXⓇ
and STOXX® index families) and market them on a worldwide basis. Diversifying the range of indices
should allow the acquisition of new client groups within Europe as well as in Asia and the Americas. In
addition, we will position our index business to better exploit the structural trend towards passive
investment products (ETFs). An increasing number of private clients and asset managers now follow this
trend; not only are the costs lower, but many active investment strategies have been returning under-
average performance.
Other structural growth opportunities
In addition to these initiatives, the Group has identified a number of other structural factors that could
have a positive impact on its future business success.
■The importance of risk management has risen continuously in the wake of the financial crisis and is
also likely to increase further in the future. The company expects market participants to make greater
use of Eurex Clearing's clearing services to net out transactions in different asset classes and hence to
eliminate counterparty risk.
■ With respect to the Clearstream (post-trading) segment, the company anticipates a long-term increase
in capital raising through equity and debt financing on the capital markets. This ties in with the higher
capital and liquidity requirements for banks and the resulting negative impact on the total volume of
available credit. For the Clearstream (post-trading) segment, this could have a positive effect on
custody volumes, especially for international bonds. In addition, given the growing internationalisation
of the capital markets, the company is continuing to expect a sharper rise in the bond volume issued
internationally compared with national bond issues.
■ In the cash and derivatives market segments – Xetra (cash equities) and Eurex (financial derivatives) -
positive economic development, a lasting rise in investor confidence in the capital markets leading to
a renewed rise in risk appetite among market participants and a sustained increase in market volatility
could again stimulate trading activity by market participants and boost trading volumes.
■The Group's Regulatory Reporting Hub has been live since the beginning of January 2018. Developed
in cooperation with the Group's clients, the Hub offers a one-stop shop for solutions, helping clients to
fulfil their reporting duties under MiFID II. Altogether, more than 2,200 institutions have connected to
the Regulatory Reporting Hub.
In addition to its structural growth opportunities, Deutsche Börse Group has cyclical opportunities, for
instance as a result of positive macroeconomic developments. Although the company cannot influence
these cyclical opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit for
the period attributable to Deutsche Börse AG shareholders significantly in the medium term:
■ The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
and if the spread between the various European government bonds continues to narrow.
■ While the company does not expect a substantial change in the ECB's low interest rate policy during
the forecast period, the US Federal Reserve may continue to gradually hike its key interest rates during
2019, following the turnaround of its policy. Among other things, this would positively impact net
interest income from banking business in the Clearstream (post-trading) segment, as some 50 per cent
of its daily cash balances are denominated in US dollars. An average rise in key interest rates of
1 basis point affecting all customer cash deposits could lift income by some €130 million.
141
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements
Notes
Further infomation
Cyclical opportunities
Management report | Report on expected developments
New developments such as cloud-based services related to artificial intelligence (AI), big data, robotics
and blockchain technology, combined with the innovation potential of fintechs, are driving change in
the financial services sector. This new wave of technology might help overcome barriers to market
harmonisation, while creating additional efficiency and mitigating risks. This development is expected
to last for the next ten years, with digitisation set to accelerate. The challenge for incumbent providers
is in finding the right way to open up new business models and innovative technologies.
Notes
Forecast for results of operations 2019
Net revenue from structural opportunities (excluding exceptional effects)
Exceptional effects impacting operating costs
Net profit for the period attributable to Deutsche Börse AG shareholders (excluding exceptional effects)
Eurex (financial derivatives) segment
Based on
2018
€m
Forecast for
2019
2,770.4
244.2
~€100 million
Further infomation
1,002.7
Deutsche Börse Group believes that, over the long term, structural growth factors will result in higher
trading volumes on the market for financial derivatives in all product segments (see the report on
opportunities for further details). In the short term, a further increase in equity market volatility could
lead to a more pronounced increase in trading volumes, particularly with regard to equity index
derivatives. Speculation regarding money market policy, especially in Europe, could also have a positive
impact on interest rate derivatives trading.
Eurex will continue to systematically invest in expanding its product offering throughout the forecast
period in order to take advantage of structural factors, such as regulation or changing customer needs.
The focus of our efforts will be on the acquisition of new business which is currently neither traded on
an exchange nor settled through a clearing house. Regulatory requirements, such as the provision
entered into force in 2016 determining that OTC derivative transactions must be settled via central
counterparties, can provide significant impetus. The Group plans to further increase net revenue from
the OTC derivatives business in 2019. Over the medium to long term, the Group anticipates generating
significant revenue with this business - not least due to the extra potential which might arise from
uncertainty concerning the outcome of the ongoing Brexit process, and potential changes for the clearing
of euro-denominated interest rate swaps which might emanate therefrom.
EEX (commodities) segment
Due to the continuously positive market environment for trading in power and gas products, the Group
expects business activity in the commodities sector to continue to exhibit structural growth during
the forecast period, e.g. by gaining additional market share at the expense of OTC energy markets and
further increasing the share from renewable energy for power generation.
360T (foreign exchange) segment
In foreign-exchange (FX) trading, the Group expects rising demand for multi-bank platforms to further
boost trading volumes on the 360T® FX platform in 2019. The platform has gained further attractive-
ness through the launch of fully electronic FX trading and clearing. During the current financial year,
the company expects to increasingly realise the revenue synergies projected in the context of the
acquisition of 360T.
Xetra (cash equities) segment
Financial statements
As well as enhancing its cash market offering, the company will continue to closely track changes in the
competitive environment in Europe. It considers itself 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 and equities clearing. The
stronger competition in the cash market means that further shifts in the market shares of all competitors
cannot be ruled out in the next years. Net revenue in the Xetra (cash equities) segment will depend
heavily on stock market cyclicality and volatility.
146
+ -10%
Notes
+ >5%
Financial statements
Further infomation
in the central banks' monetary policy would have a stabilising effect on markets and a positive impact on
economic growth. Regarding interest rate trends, the Group does not expect to see any fundamental
departure from the current low interest rate policy in Europe. While the ECB terminated its bond-buying
programme at the end of 2018, the central bank also promised that deposit rates would remain at a
level of -0.4 per cent at least until the summer of 2019. The US Fed continued its policy of gradual
interest rate hikes in 2018, indicating further increases may be possible in 2019 - provided that the
economy (and inflation) accelerate further.
In its economic development forecast published in January 2019, the International Monetary Fund (IMF)
predicted economic growth of around 1.6 per cent in the euro area and growth of 1.3 per cent in
Germany for the year 2019, i.e. now expecting significantly lower growth than in October 2018.
Expectations for the United States are higher than for the euro area: the US economy is forecast to grow
by around 2.5 per cent. The highest economic growth by far in 2019 – approximately 6.3 per cent - is
anticipated again in Asian countries (especially India and China), due to expected strength in domestic
demand. Given the extremely varied estimates for the different economic regions, global economic
growth is projected to be around 3.5 per cent in 2019.
Regulatory environment
Governments and central banks have been working to enhance regulation of the financial markets
since 2008, so as to stabilise the financial sector and prevent future systemic crises. The initiated
measures (in some cases already implemented) range from revising the legal framework for banking
business and capital adequacy requirements, through rules for clearing over-the-counter (OTC)
derivatives transactions, down to improving financial market supervision (for more information, please
see the "Regulatory environment" section of the report on economic position). For Deutsche Börse
Group itself, the various regulatory projects will have both positive and negative consequences. Overall,
however, the Group sees the changing regulatory environment as an opportunity to expand its business
further; see the report on opportunities for further details.
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 results of operations over
the medium and long term. This expectation is based on, among other things, the structural growth
opportunities that the company intends to exploit. The Group expects net revenue to increase further in
the forecast period. This assumption is essentially based on a further increase of the contribution from
its structural growth initiatives as well as from new growth opportunities (for details, please refer to the
report on opportunities). Moreover, market speculation on future interest rate developments in the
US and Europe may boost trading activity in interest rate derivatives at Eurex derivatives exchange in
2019 - while higher or potentially increasing US interest rates could lead to a further increase in net
interest income from banking business in the Clearstream (post-trading) segment. Statements on the
further development of equity market volatility, which increased significantly in the past financial year,
are difficult to make at the beginning of 2019. On the one hand, the company continues to anticipate
high uncertainty on the markets, among other things, due to numerous unresolved political issues.
On the other hand, past experience has shown that too much uncertainty can also lead to market
participants taking a very cautious stance, thus resulting in low trading volumes. The company expects
a slightly more reticent market environment in the 2019 financial year compared to 2018, due to the
slowdown in global economic growth, increased economic risks, and political uncertainties, especially
in Europe.
144
Executive and Supervisory Boards
Management report | Report on expected developments
Financial statements
Deutsche Börse Group | Annual report 2018
Further infomation
As in financial year 2018, Deutsche Börse Group expects net revenue growth of at least 5 per cent from
structural opportunities. This growth is driven by the Group's investments which follow the objective to
transfer market share from OTC to on-exchange trading and clearing and to further expand its positions
in existing asset classes by introducing new products and functionalities (for details, see the report on
opportunities). In comparison, the development of the business areas depending on cyclical factors
largely depends on the degree of speculation regarding future interest rate developments in Europe and
on the level of equity market volatility, potentially resulting in further positive or in a negative impact on
the Group's net revenue growth. Net revenue growth expected during the forecast period is based on
adjusted net revenue of €2,770.4 million achieved in 2018.
Even if, contrary to expectations, the operating environment turns out to be worse than described above,
and clients were to significantly scale back their business activities (particularly in the business
divisions which depend upon the development of trading volumes), Deutsche Börse Group believes it is
in a position to continue to do business very profitably thanks to its successful business model and
cost discipline.
Within the scope of its growth strategy, Deutsche Börse Group pursues clearly defined principles for
managing operating costs. The core element of these principles is to ensure the scalability of the Group's
business model. To this end, the Group continuously manages operating costs adjusted for exceptional
effects relative to the development of net revenue. Essentially, the Group achieves the necessary
flexibility in managing operating costs through two different initiatives designed to enhance operating
efficiency. Firstly, the Group has implemented a continuous process to improve operating efficiency by
focusing even more on client needs in order to further enhance the quality and efficiency of the services
offered. At the same time, this results in simplifying Group-internal processes and saving costs.
Secondly, the Group resolved a series of structural cost reduction measures in 2018, and has already
commenced the implementation of said measures.
As at the publication date of this combined management report, the company expects that operating
costs will be affected by exceptional effects of some €100 million during the 2019 financial year. The
majority of these effects are attributable to costs incurred for restructuring and efficiency measures, costs
incurred in connection with existing criminal proceedings, and to the integration of already acquired
companies.
Given the expected increase in net revenue driven by structural factors of at least 5 per cent, and also
given the scalability of the Group's business model and its efficient cost management, the Group
anticipates a growth rate of approximately 10 per cent for (adjusted) net profit for the period attributable
to Deutsche Börse AG shareholders during the forecast period. Provided that stock market volatility does
not decline significantly compared with 2018, growth of adjusted net profit for the period could also be
somewhat higher. At the same time, growth of adjusted net profit for the period could amount to slightly
below 10 per cent in the event of less stock market volatility than in 2018 - despite the possibilities of
taking countermeasures with regard to operating costs. This assumption is based on an adjusted figure
of €1,002.7 million for 2018. In addition, within the scope of its "Roadmap 2020", the Group confirms
its medium-term growth targets of between 10 and 15 per cent on average per year for the adjusted net
profit for the period attributable to Deutsche Börse AG shareholders.
145
Notes
Deutsche Börse Group | Annual report 2018
Management report | Report on expected developments
Executive and Supervisory Boards
25%
Shares
Cash
ancillary
benefits
Pension
commitments
Performance bonus
Contractual
% = Proportion of the total target remuneration
Performance-related remuneration components
Performance shares
Non-performance-related component (cash component)
Performance bonus
Performance-related component (share-based payment)
In addition, the company's share ownership guidelines require Executive Board members to invest a
substantial amount of money in Deutsche Börse AG shares during their term of office.
The individual components of the Executive Board's remuneration are explained in detail below.
Non-performance-related basic remuneration
The members of the Executive Board receive a fixed base salary, which is payable in twelve equal
monthly instalments. This non-performance-related remuneration comprises approximately 30 per cent
of the total target remuneration payable each year.
Performance-related remuneration components
Performance-related remuneration accounts for approximately 70 per cent of total target remuneration
for the year. It comprises a performance bonus and performance shares.
Deutsche Börse Group | Annual report 2018
The performance bonus is calculated on the basis of Deutsche Börse AG's Performance Bonus Plan
(PBP). It accounts for roughly two-thirds of Executive Board members' performance-related remuneration
and for approximately 45 per cent of their total target remuneration. The performance bonus is split
50:50 between a share-based component (the share-based performance bonus) and a cash component.
158
Long-term incentive components (3-5 years)
Performance-related component (cash component)
45%
Principles and targets
related basic
Executive and Supervisory Boards
Remuneration report
This remuneration report outlines the principles governing the remuneration system applicable to the
members of Deutsche Börse AG's Executive Board and describes the structure and amount of remunera-
tion payable to them. Furthermore, it outlines the principles governing Supervisory Board remuneration
and describes the amounts payable. The remuneration report is part of the combined management
report and complies with the requirements of the Handelsgesetzbuch (HGB, German Commercial Code),
the International Financial Reporting Standards (IFRSS) and the Deutscher Rechnungslegungs Standard
Nr. 17 (DRS 17, German Accounting Standard No. 17, Reporting on the Remuneration of Members
of Governing Bodies). In addition, it complies with almost all recommendations of the German Corporate
Governance Code (the Code); see the "Combined corporate governance statement and corporate
governance report" section for details. The remuneration report comprises two sections: "remuneration
system and total Executive Board remuneration" and "Supervisory Board remuneration".
Remuneration system and total Executive Board remuneration
The remuneration system for the Executive Board members was adopted by the Supervisory Board
with the effective date 1 January 2016, and it was approved by the Annual General Meeting on 11 May
2016 in accordance with section 120 (4) of the Aktiengesetz (AktG, German Stock Corporation Act).
Changes made to the remuneration system during the financial year 2017 are explained in the
sections entitled "Principles governing the PSP and assessing target achievement for performance
shares", "Automated share purchase designed to fulfil the plan conditions as well as the share
ownership guidelines” and “Caps on the total amount of remuneration".
The remuneration system is based on three pillars: firstly, a clear performance orientation and a highly
detailed assessment based on ambitious internal and external targets ensure the focus is on the
company's goal of above-average growth. Secondly, multi-year bases for assessment, sustainability
elements, and the use of deferred payouts discourage excessive risk-taking. Thirdly, the remuneration
system promotes a strong equity culture and, in this way, helps align the interests of shareholders,
management and other stakeholders.
Executive Board remuneration is set by the full Supervisory Board; the Nomination Committee is
responsible for preparing the Supervisory Board's decision. The Supervisory Board reviews the
appropriateness of Executive Board remuneration on a regular basis, and at least every two years.
Factors examined in this context include the relationship between Executive Board remuneration and
the salaries paid to senior managers and the workforce as a whole, as well as how pay grades have
developed over time. The remuneration system applies equally to all members of the Executive Board.
157
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Remuneration report
remuneration
Financial statements
Further infomation
Structure and remuneration components
The remuneration system for Executive Board members consists of four components:
■ Non-performance-related basic remuneration
■ Performance-related remuneration components
■ Contractual ancillary benefits
■ Pension commitments
Composition of the total target remuneration
30%
Annual payout
Non-performance-
Notes
Management report | Remuneration report
+30
Notes
Notes
Further infomation
increase is equivalent to a target achievement rate of 100 per cent. Net income growth of 15 per cent
or more corresponds to a 200 per cent target achievement rate (cap). This means that there is a stronger
incentive to achieve net income growth of between 7.5 per cent and 15 per cent, because the target
achievement curve is steeper (see the "Assessing net income growth for the performance bonus" chart).
Assessing net income growth for the performance bonus
Target achievement (%)
200
133
100
75
Floor
-30
Financial statements
Net income growth (%)
-20
-10
0
+7.5 +10
+15
+20
Double-digit growth
Assessing individual target achievement
The Supervisory Board sets the individual performance targets for each Executive Board member at the
beginning of the financial year, taking into account both the general corporate strategy and targets that
are particularly relevant to individual Executive Board portfolios (e.g. targets for financial indicators,
customers, employees and control systems). The Supervisory Board assesses the extent to which each
member of the Executive Board has achieved his or her targets after the end of the remuneration year
in question. As with the assessment of net income growth, a range of 0 per cent (floor) to 200 per cent
(cap) has been defined for individual target achievement rates.
160
The expected business development of Deutsche Börse AG is essentially subject to the same factors that
influence the business development of Deutsche Börse Group. For Deutsche Börse AG, the factors
provided in the report on expected developments regarding the cyclical environment and the structural
growth initiatives were taken into account. For 2019, the company expects sales revenue to be above
the level of the previous year by at least 5 per cent (2018: €1,396.5 million). Given the expected
increase in Deutsche Börse AG's sales revenue, and taking efficient cost management into account, the
Group anticipates a growth rate of about 10 per cent (excluding exceptional effects) for adjusted net
profit for the forecast period (2018: €621.0 million).
Сар
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2018
Further infomation
Performance shares
Performance shares are calculated and granted on the basis of the Performance Share Plan (PSP). They
are paid out after the reporting period since they reflect the performance of Deutsche Börse AG's share
price over a five-year performance period. Performance shares account for approximately one-third of the
performance-related remuneration and for approximately 25 per cent of their total target remuneration.
The criteria used by the Supervisory Board to assess the extent to which Executive Board members have
met their individual targets are described below. These criteria are used to calculate the performance
bonus due to Executive Board members, as well as the number of performance shares to be granted and
their value.
Principles governing the PBP and assessing target achievement for the performance bonus
The extent to which Executive Board members have met their targets for the performance bonus is
determined for each financial year on the basis of the PBP. The basic assessment procedure is based
on two components: two-thirds of the bonus reflects the increase in the adjusted net profit attributable
to Deutsche Börse AG's shareholders for the remuneration year concerned (hereinafter referred to as
net income), while one-third reflects the Executive Board members' individual performance.
Once the Supervisory Board has determined the overall extent to which Board members have met their
targets using these two components, it may then review this figure and adjust it using a performance
multiplier; this can be done either for individual Executive Board members or for the Executive Board as
a whole. The total performance bonus is paid out in cash, at the latest together with the regular salary
payment for the calendar month following the approval of Deutsche Börse AG's consolidated financial
statements for the year. Executive Board members are obliged to invest 50 per cent of the total payout
after tax in Deutsche Börse AG shares, which they have to hold for at least three years. For further
details regarding the share purchase process, please refer to the section entitled “Automated share
purchase designed to fulfil the plan conditions as well as the share ownership guidelines".
Breakdown of the performance bonus
100% target
achievement ☑
rate
2/3
growth in
Executive and Supervisory Boards
net income
individual targets
☑
50%
cash
Performance
multiplier
50%
shares
3-year holding period
Total paid out
Assessing the adjusted net income growth
Net income growth is calculated independently of the financial planning concerned by comparing the
adjusted net income for the remuneration year with the prior-year figure. The target achievement rate
may range between 0 and 200 per cent, with a decline in net income of 20 per cent or more being
taken to mean a O per cent target achievement (floor). Where net income remains stable (i.e. unchanged
year-on-year), this is deemed to represent a target achievement rate of 75 per cent, while a 7.5 per cent
159
1/3
Report on expected developments at Deutsche Börse AG
50 years and older
Notes
At €921.2 million, the company's total costs were 0.7 per cent higher than in the previous year (2017:
€915.3 million). The composition of total costs can be found in the "Overview of total costs" table. Staff
costs rose 33.5 per cent to €301.5 million (2017: €225.9 million) in the year under review. This
increase resulted primarily from the restructuring programme initiated in the 2018 financial year, which
amounted to €47.3 million. Furthermore, additions to pension provisions increased by €26.9 million.
There was also an increase in the number of employees from an average of 1,368 in the prior year to
1,469 in the 2018 financial year. Adjusted for exceptional effects, total costs decreased by
€69.0 million to €802.0 million (2017: €871.0 million). The decline is mainly due to the restructuring
programme and streamlining of the management structure.
Other operating income increased to €54.3 million in the year under review (2017: €43.3 million,
adjusted for the proceeds from the sale of shares in Eurex Zürich AG in the amount of €139.5 million).
Other operating income in the year under review resulted primarily from the sale of licences in the
amount of €38.7 million.
Further infomation
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
151
The revenue contributed by the EEX (commodities) and 360T (foreign exchange) segments is generated
mainly by IT services. Therefore, the explanations in the "EEX (commodities) segment” and “360T
(foreign exchange) segment" sections relate only indirectly to Deutsche Börse AG. The earnings situation
of the Data and STOXX (index business) segments is shown in the ☑“Data segment" and "STOXX (index
business) segment" sections. It is important to note that the business performance of the STOXX Ltd.
subsidiary, in particular, has no direct impact on the on the business performance of Deutsche Börse AG.
An explanation of the business development in the Xetra (cash equities) segment can largely be found in
the "Xetra (cash equities) segment" section. Revenues attributable to the Clearstream (post-trading),
IFS (investment fund services) and GSF (collateral management) segments result from the IT services
Deutsche Börse AG provides to companies belonging to the Clearstream Holding subgroup.
3.6
1,348.0
1,396.5
10.2
180.4
198.8
2.2
26.8
27.4
-16.2
3.7
3.1
- 10.3
9.7
8.7
-21.4
96.3
75.7
-2.3
Overview of total costs
Staff costs
Depreciation and amortisation
Other operating expenses
Development of profitability
Earnings before interest, tax, depreciation and amortisation (EBITDA) decreased to €831.2 million
(2017: €887.8 million). The adjusted EBITDA rose by 22.2 per cent to €949.4 million (2017:
€777.1 million). This increase resulted from net revenue growth coupled with a decrease in adjusted
operating costs. Net profit for the period amounted to €532.2 million, representing a decline of
13.6 per cent (2017: €615.7 million). The decline in the reported EBITDA and the reported net profit
for the period resulted from the absence of the proceeds from the sale of shares in Eurex Zürich AG
in the prior year.
Deutsche Börse AG's net income from strategic investments in the 2018 financial year totalled €242.3
million (2017: €346.6 million) and, among others, consisted of dividend income of €90.6 million
(2017: €129.7 million) and income from the transfer of profits from Clearstream Holding AG in
the amount of €152.7 million (2017: €84.7 million). The previous year's result had also included
income in the amount of €139.5 million from the sale of shares in Eurex Zürich AG to Eurex Global
Derivatives AG.
Further infomation
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
152
Other operating expenses fell by 13.8 per cent year-on-year to €561.9 million (2017: €652.1 million).
This decline resulted mainly from lower operating management fees of €158.6 million (2017: €200.8
million). The software of Deutsche Börse AG and Eurex Global Derivatives AG used by Eurex Clearing AG
and Eurex Frankfurt AG was made available to users free of charge as at 1 January 2018 within the
context of operational management. In addition, agency fees to affiliated companies fell to €25.2 million
(2017: €67.2 million).
Amortisation of intangible assets and depreciation of property, plant and equipment increased to a total
of €57.8 million in the year under review (2017: €37.3 million). This increase resulted from the take-
over of the trading and clearing systems as part of the merger of Finnovation Software GmbH with
Deutsche Börse AG, with effect from 1 October 2017. The 2018 reporting year was the first year that
the software, acquired in 2017, was amortised for an entire financial year. As a result, the amortisation
of purchased software increased by €18.9 million to €31.2 million (2017: €12.3 million). The carrying
amount of intangible assets decreased to €117.9 million (2017: €126.6 million).
0.7
915.3
235.2
921.2
652.1
561.9
55.0
37.3
57.8
33.5
225.9
301.5
%
Change
2017
€m
€m
2018
Total
- 13.8
229.8
314.3
0.7
831.2
-30.1
346.6
242.3
0.7
915.2
921.2
3.6
1,348.0
1,396.5
%
€m
€m
Change
887.8
2017
1) Calculation based on weighted average of shares outstanding
Earnings per share (€)
Net profit for the period
EBITDA
Net profit from equity investments
Total costs
Sales revenue
Performance figures for Deutsche Börse AG
Further infomation
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
2018
Deutsche Börse AG's return on equity expresses the ratio of net profit after taxes to average equity
available to the company in 2018. Return on equity declined from 24 per cent in 2017 to 21 per cent
due to the lower net profit.
-6.4
615.7
2.9
-5.6
14.3
13.5
7.1
780.9
836.6
%
€m
€m
Change
2017
2018
Total
532.2
Data
GSF (collateral management)
IFS (investment fund services)
Clearstream (post-trading)
Xetra (cash equities)
360T (foreign exchange)
EEX (commodities)
Eurex (financial derivatives)
Sales revenue by segment
Deutsche Börse AG's net revenue rose by 3.6 per cent in 2018 to €1,396.5 million (2017: €1,348.0
million). At €836.6 million (2017: €780.9 million), the largest contribution to revenue came from the
Eurex (financial derivatives) segment. The breakdown of revenue by company segment is provided in the
"Sales revenue by segment" table.
Results of operations of Deutsche Börse AG
-12.1
3.30¹)
2.88¹)
-13.6
STOXX (index business)
Further infomation
Financial position of Deutsche Börse AG
Deutsche Börse AG has external credit lines available of €605.0 million (2017: €605.0 million),
which were not yet drawn upon as at 31 December 2018. The company also has a commercial paper
programme providing flexible, short-term financing options in different currencies up to a total of
€2.5 billion. No commercial paper was outstanding as at the end of the reporting year.
155
100
1,469
31.3
460
27.9
410
30.2
443
10.6
156
%
31 Dec 2018
100
1,469
0.1
2
0.3
4
0.3
5
1.5
22
97.8
1,436
%
31 Dec 2018
Total Deutsche Börse AG
40 to 49 years
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Deutsche Börse AG (disclosures based on the HGB)
Financial statements
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
156
The description of the internal control system (ICS) required by section 289 (4) HGB is provided in the
"Group management" section.
The opportunities and risks facing Deutsche Börse AG, as well as the measures and processes for
dealing with these opportunities and risks, are essentially the same as those for Deutsche Börse Group.
Therefore, please refer to the ☑ risk report and the ☑report on opportunities of Deutsche Börse Group.
In principle, Deutsche Börse AG participates in the opportunities and risks of its equity investments and
subsidiaries in proportion to the size of its shareholding. Risks that could potentially threaten the
existence of the Eurex Clearing AG subsidiary would also have had a direct influence on Deutsche Börse
AG based on a letter of comfort issued by Deutsche Börse AG. As of the reporting date, there were no
risks jeopardising the company's existence. For further information regarding the letter of comfort to
Eurex Clearing AG, please refer to the ☑ section entitled “Other financial obligations and transactions not
included in the balance sheet" in the notes to the annual financial statements of Deutsche Börse AG.
Opportunities and risks facing Deutsche Börse AG
The corporate governance statement in accordance with section 289f HGB corresponds to that of
Deutsche Börse Group. Therefore, please refer to the “Combined corporate governance statement and
corporate governance report" section.
Corporate governance statement in accordance with section 289f HGB
The principles governing the structure and design of the remuneration system at Deutsche Börse AG are
the same as those for Deutsche Börse Group. Therefore, please refer to the remuneration report for
Deutsche Börse Group.
Remuneration report of Deutsche Börse AG
As at 31 December 2018, a total of 77 per cent of the employees at Deutsche Börse AG were
graduates. The ratio is based on the number of employees holding a degree from a university, college or
vocational academy, as well as the employees who have completed degrees abroad. In 2018, the
company invested an average of 3.3 days in training per employee.
100
30 to 39 years
1,469
519
19.9
292
44.8
658
%
31 Dec 2018
Total Deutsche Börse AG
Over 15 years
5 to 15 years
Less than 5 years
Employee length of service
Further infomation
Notes
35.3
As at the reporting date, cash and cash equivalents amounted to €716.5 million (2017: €912.0 million)
and included bank deposits on current accounts as well as term deposits and other short-term deposits.
Under 30 years
Total Deutsche Börse AG
Tangible assets
Intangible assets
Non-current assets (condensed)
As at 31 December 2018, the non-current assets of Deutsche Börse AG amounted to €5,892.9 million
(2017: €5,509.9 million). At €5,520.9 million, most of the non-current assets was attributable to
shares in affiliated companies (2017: €5,235.7 million), mainly from the investment in Clearstream
Holding AG, in STOXX Ltd. and the investment in Eurex Frankfurt AG. The increase in shares in affiliated
companies resulted primarily from the acquisition of a 75.05 per cent stake in EEX from Eurex Zürich AG
for a purchase price of €356.4 million.
Net assets of Deutsche Börse AG
-297.1
-906.6
- 835.0
- 807.8
2017
€m
700.1
688.8
- 444.1
642.3
2018
€m
Cash and cash equivalents as at 31 December
Financial assets
Cash flows from financing activities
Cash flows from operating activities
Cash flow statement (condensed)
Cash flow from financing activities amounted to €-807.8 million in the year under review (2017:
€-835.0 million). In addition to the payment of a dividend of €453.3 million for the 2017 financial year,
3.4 million shares were repurchased for a total of €364.2 million. Cash and cash equivalents amounted
to €-906.6 million as at the 31 December 2018 reporting date (2017: €-297.1 million) and consisted
of liquid funds of €716.5 million (2017: €912.0 million), less cash-pooling liabilities of €1,623.1
million (2017: €1,209.1 million).
Further infomation
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
153
Cash flow from investing activities amounted to €-444.1 million (2017: €688.8 million). This decline
is related, among other things, to the purchase of shares in European Energy Exchange (EEX) (€356.4
million) and Taiwan Futures Exchange (TAIFEX) (€34.8 million) from Eurex Zürich AG. In addition, there
was a loan granted to 360TGTX in the amount of US$70.0 million. In the previous year, cash flow from
investing activities was influenced in particular by the capital reduction of Eurex Frankfurt AG (€435.0
million) and the sales proceeds recognised from the sale of the stake in Eurex Zürich AG (€308.4 million).
In the 2018 financial year, Deutsche Börse AG generated cash flow from operating activities of
€642.3 million (2017: €700.1 million). The decline is mainly due to the low net profit and higher
receivables from affiliated companies.
Deutsche Börse AG has issued three corporate bonds, each with a nominal value of €600 million, as
well as a corporate bond with a nominal value of €500 million. For more details about these bonds,
please refer to the “Financial position" section.
Deutsche Börse AG allocates the liquidity within Deutsche Börse Group optimally through a Group-wide
cash-pooling system, which ensures that all subsidiaries are in a position to meet their payment
obligations at all times.
Cash flows from investing activities
Employee age structure
Non-current assets as at 31 December
2017
Asia
Rest of Europe
France
United Kingdom
Germany
Employees per country/region
As at 31 December 2018, Deutsche Börse AG employed staff at six locations worldwide. Information on
the countries, regions, the employees' age structure and length of service are provided in the tables that
follow.
During the 2018 financial year, 70 employees left Deutsche Börse AG, resulting in a staff turnover rate
of 5 per cent.
The number of employees at Deutsche Börse AG rose by 74 in the reporting year and totalled 1,469 as
at 31 December 2018 (31 December 2017: 1,395 employees). The average number of employees at
Deutsche Börse AG for the 2018 financial year was 1,437 (2017: 1,368 employees).
Deutsche Börse AG employees
Working capital amounted to €-1,652.9 million in 2018 (2017: €–1,844.7 million). The change is
mainly due to the repayment of the bond and an increase in liabilities to affiliated companies.
Receivables from and liabilities to affiliated companies include settlements for intra-Group services and
amounts invested by Deutsche Börse AG in cash-pooling agreements. Receivables from affiliated
companies amounted to €152.7 million (2017: €84.7 million) and originated primarily from the
existing profit transfer agreement with Clearstream Holding AG. Liabilities to affiliated companies
resulted mainly from cash-pooling amounting to €1,623.1 million (2017: €1,209.1 million) and trade
liabilities in the amount of €43.9 million (2017: €52.3 million).
Further infomation
Notes
2018
Financial statements
Executive and Supervisory Boards
€m
€m
117.9
126.7
74.9
Management report | Deutsche Börse AG (disclosures based on the HGB)
68.8
5,314.4
5,892.9
5,509.9
Deutsche Börse AG's investments in intangible assets and property, plant and equipment amounted to
€56.1 million in the year under review (2017: €155.2 million). This year-on-year decline mainly
resulted from the acquisition of assets by Deutsche Börse AG in the amount of €120.0 million as part of
the merger with Finnovation Software GmbH in 2017. Depreciation and amortisation in 2018 amounted
to €57.8 million (2017: €37.3 million).
154
Deutsche Börse Group | Annual report 2018
5,700.1
For more information on the development of the Eurex (financial derivatives) segment, please refer to the
"Eurex (financial derivatives) segment" section.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Total
1,690.6
518.4
170
Ancillary benefits: €3,700
Performance shares January to March 2018: 3,339
Performance bonus January to March 2018: €704,000
■
4,756.4
■
■
For the period from 1 January until the regular termination of his contract of service on 31 March 2018,
Mr Kengeter received the following remuneration:
The former Chief Executive Officer, Carsten Kengeter, who stepped down with effect from 31 December
2017, participated in the Co-Performance Investment Plan (CPIP) that was resolved by the Supervisory
Board in 2015. In December 2015, during the investment period provided for in the CPIP, he used
private funds to invest €4,500,000 in Deutsche Börse AG shares (investment shares). In return for his
acquisition of the investment shares, Mr Kengeter was granted 68,987 co-performance shares in the
company; these are basically subject to the same financial criteria as for performance shares, which are
explained in the section entitled "Principles governing the PSP and assessing target achievement for
performance shares". Thus, the performance of the co-performance shares was measured on the basis of
(i) Deutsche Börse AG's net income growth and (ii) the ratio of the change in TSR for Deutsche Börse
shares to that for the companies included in the STOXX Europe 600 Financials index. The performance
period for the co-performance shares commenced on 1 January 2015 and will end on 31 December
2019. Notwithstanding any diverging agreement regarding amounts and disbursement dates, their
equivalent will fall due and be disbursed in three instalments, on 31 March 2019 (first prepayment),
31 March 2020 (second prepayment), and 31 March 2021 (final payout). Based on a pro-rata
entitlement of 60 per cent (i.e. three-fifths) for Mr Kengeter's term of office, the company has recognised
a provision amounting to €9,594,080.40.
Remuneration of former CEO Carsten Kengeter
With regard to both Mr Preuss and Mr Tessler, the company has decided to waive the post-contractual
non-compete clause
Ancillary benefits: €123,500
■
Fixed remuneration: €375,000
Number of granted performance shares July to December 2018: 2,859
6,367.4
224.0
48.0
48.0
3,517.8
3,207.3
300.1
293.3
Hauke Stars
84.0
500.0
36.0
1,918.2
1,549.1
269.6
225.1
Total
3,000.0
40.0
500.0
Performance bonus July to December 2018: €835,000
■
The company did not grant any loans or advances to members of the Executive Board during financial
year 2018, and there are no loans or advances from previous years to members of the Executive Board.
Loans to Executive Board members
Additional appointments assumed, or sideline activities entered into, by individual members of the
Executive Board, require the approval of the full Executive Board and the Chairman of the Supervisory
Board or, in certain cases, of the full Supervisory Board (which has delegated granting such approval
to the Nomination Committee). If a member of the Executive Board receives any remuneration for an
office performed at an affiliate of Deutsche Börse AG, this remuneration is offset against the Executive
Board member's entitlement to remuneration from Deutsche Börse AG.
Sideline activities
A post-contractual non-compete clause applies to members of Deutsche Börse AG's Executive Board who
were appointed or reappointed to the Board on or after 1 October 2014. This means that the Executive
Board members in question are contractually prohibited from acting for a competing company, or from
undertaking competing activities, for one year following the end of their service. Compensation of 75 per
cent of the member's final fixed remuneration and 75 per cent of his or her final performance bonus is
payable during the non-compete period. Pension agreement benefits are offset against the compensation.
In addition, 50 per cent of other earnings are deducted if these – together with the compensation -
exceed the Executive Board member's final remuneration. The company may waive the post-contractual
non-compete clause before the Executive Board member's contract of service ends.
Post-contractual non-compete clause
Miscellaneous
Payments to former members of the Executive Board
The annual remuneration - comprising fixed salary, variable remuneration components and pension
expenses - is capped at an aggregate gross amount of €9.5 million (total cap) for each Executive Board
member. Ancillary benefits are not included in this amount. Although these are subject to fluctuation,
no extraordinary fluctuations are expected and therefore it is not necessary to include them in the total
cap. In the interest of shareholders, the company will continue to provide competitive incentives for good
personal performance and the company's sustainable success to Executive Board members, while
preventing any unintended excesses that might otherwise be possible.
For members of the Executive Board, the share purchase agreed upon under the Performance Bonus
Plan and the Performance Share Plan, as well as any share purchase from private funds, has been settled
since 2017 by a service provider appointed by Deutsche Börse AG and assigned by the beneficiary;
the service provider invests the investment amounts independently, i.e. without any influence from
the beneficiary or the company, on behalf of the beneficiary into Deutsche Börse AG shares. The share
purchase takes place during the first four trading days (consecutive calendar days) in June every year.
the share ownership guidelines
Automated share purchase designed to fulfil the plan conditions as well as
Further infomation
Notes
Financial statements
Management report | Remuneration report
Caps on the total amount of remuneration
"
Former members of the Executive Board or their surviving dependants received payments of €4.4 million
in the year under review (2017: €4.3 million). The actuarial present value of the pension obligations as
at the reporting date was €67.5 million in the year under review (2017: €69.9 million).
Deutsche Börse Group | Annual report 2018
Fixed remuneration: €390,300
■
The long-term member of the Executive Board Jeffrey Tessler has resigned from his appointment as of
30 June 2018. His contract of service regularly terminated on 31 December 2018. For the remainder
of his contract of service (1 July until 31 December 2018), he received the following remuneration:
Performance shares November to December 2018: 1,201
Ancillary benefits: €5,700
Performance bonus November to December 2018: €350,700
■
"
168
Fixed remuneration: €133,300
The former Deputy CEO, Mr Preuss, has resigned from his appointment as at 31 October 2018. His
contract of service will terminate on 31 May 2019. For the remainder of his contract of service in 2018
(1 November until 31 December 2018), he received the following remuneration:
Benefits in connection with the termination of Executive Board appointments
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
■
Executive and Supervisory Boards
Gregor Pottmeyer
295.2
as at
as at
31 Dec 2017
%
31 Dec 2018
as at
31 Dec 2017
2018
2017
as at
31 Dec 2018
%
€ thous.
€ thous.
€ thous.
Defined benefit
system
Thomas Book¹)
500.0
45.0
4,829.0
€ thous.
0
2018
€ thous.
Pension expense
169
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further infomation
[
Additionally, subject to a set-off of other income (if any), he received the contractually agreed non-
competition compensation in the gross monthly amount of €222,087 to compensate him for the
post-contractual non-compete clause (see also the “Post-contractual non-compete clause" section).
The compensation was paid for the period from 1 April until 31 August 2018 as the company had
waived the non-compete clause's full term with six months' notice by declaration dated February 2018.
Mr Kengeter has no pension claims; his previous claim on pension benefits lapsed when he left the
company.
Amount of Executive Board remuneration
The following tables contain the figures for the individual Executive Board remuneration components
mentioned above for financial years 2018 and 2017. The remuneration awarded to each Executive
Board member in accordance with section 4.2.5 (3) of the German Corporate Governance Code
is shown in the “Benefits granted" and "Benefits received" tables. The information disclosed in
accordance with section 314 of the HGB is shown in the "Benefits received" tables.
Retirement benefits
Pensionable
income
Replacement rate
Present value/defined benefit
obligation
Prior to Mr Kengeter's resignation in 2017, no agreement was concluded with him for the implementation
of the overall cap of an aggregate gross remuneration of €9.5 million, as outlined in the "Caps on
the total amount of remuneration" section. In any case, the remuneration paid to Mr Kengeter in 2017
remained below this threshold; the same applies to the remuneration paid in 2018.
0
Andreas Preuss
50.0
560.8
0
677.8
0
Christoph Böhm
500.0
48.0
40.0
114.1
147.9
0
Stephan Leithner
500.0
48.0
256.5
0
0
800.0
1,000.0
tion system
50.0
Jeffrey Tessler
700.0
50.0
45.0
2,000.0
145.0
Theodor Weimer
95.0
11,928.9
4,515.6
16,444.5
356.1
969.0
216.0
0
1,000.2
1,541.1
288.2
1,288.4
Defined contribu-
12,800.2
4,829.0
22,458.2
Deutsche Börse Group | Annual report 2018
1) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178.1 thousand to total remuneration for Thomas Book.
Under Deutsche Börse's share ownership guidelines, members of the Executive Board are obliged
to continuously hold a multiple of their average basic remuneration in Deutsche Börse AG shares during
their term of office. A multiple of 3 applies to the CEO, and a multiple of 2 to the ordinary Executive Board
members. Shares belonging to the following three categories are used to assess compliance with the
share ownership guidelines: shares purchased from the performance bonus; shares received under the
allocation of performance shares; and shares held in private ownership. In each case, such shareholdings
must be built up over a three-year period. The shareholdings of Mr Pottmeyer and Ms Stars were
evaluated as at 31 December 2018 and were found to be compliant with the share ownership guide-
lines. Such compliance shall be evaluated on 31 December 2020 with regard to the shareholdings of
Mr Weimer and on 31 December 2021 at the latest with regard to the shareholdings of Mr Böhm,
Mr Book and Mr Leithner. For details regarding the procedures for the share purchases, please refer to the
section entitled "Automated share purchase designed to fulfil the plan conditions as well as the share
ownership guidelines".
133
150
200
250
300
Target achievement (%)
Assessing net income growth for performance shares
115
The Supervisory Board determines the target achievement rate for adjusted net income growth at the
end of each financial year during the five-year performance period and determines them for the Executive
Board members. The target achievement rate at the end of the performance period in question is
calculated by adding together the annual target achievement rates for each of the five years and dividing
the total produced by five. Target achievement rates may range between 0 and 250 per cent. If net
income declines or remains unchanged year-on-year, this is deemed to represent a target achievement
rate of 0 per cent (floor). Net income growth of 7.5 per cent corresponds to a 100 per cent target
achievement rate. Net income growth of 15 per cent or more corresponds to a 250 per cent
target achievement rate (cap). The target achievement rate increases more strongly for growth rates
between 10 and 15 per cent than for single-digit growth rates, providing a greater incentive for Executive
Board members to aim for double-digit net income growth. See also the "Assessing net income growth
for performance shares" chart.
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
162
Assessing net income for performance shares
4) In the last calendar month of the performance period, including all dividends paid during the performance period
5) Due in three tranches
100
Floor
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
163
Double-digit growth
+20
50
+15
+5
0
-5
Сар
Net income growth (%)
-10
0
+7.5 +10
Notes
3) Capped at 250 per cent of number granted
1) In the calendar month preceding the start of the performance period
The PSP has two variables:
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
■ The first variable is the number of performance shares. This is derived from the net income growth and
from the TSR for Deutsche Börse shares in comparison to the TSR of the reference index, over a five-
year period in each case. The maximum number of performance shares is capped at 250 per cent of
the number of performance shares determined at the beginning of the performance period.
161
Principles governing the PSP and assessing target achievement for performance shares
The performance multiplier for the performance bonus is used e.g. in the event of mergers, acquisitions
or divestments to allow the Supervisory Board to account for any dilution of equity, or to reflect the
achievement of qualitative or quantitative targets (especially integration parameters) when finally
assessing the extent to which an Executive Board member has achieved his or her overall targets. The
performance multiplier has a minimum value of 0.8 and a maximum value of 1.2; it is multiplied
by the performance assessment for the performance bonus, taking the 200 per cent cap into account.
Determining the performance multiplier
Further infomation
Notes
Financial statements
Management report | Remuneration report
At the beginning of each financial year, the PSP allots a potential number of so-called performance shares
to each member of the Executive Board. The number of initial (phantom) performance shares thus
allotted is determined by dividing the amount of the individual target remuneration (in euros) by
the average XetraⓇ closing price of Deutsche Börse shares in the calendar month preceding the start of
the performance period (fair value of the performance shares). Target achievement regarding performance
shares is determined after the end of a five-year performance period. The respective target achievements
are assessed on the basis of two components: firstly, the adjusted net income growth over the five-year
period, and, secondly, the relative total shareholder return (TSR) for Deutsche Börse shares compared to
the TSR for the STOXX® Europe 600 Financials index (the industry benchmark) during the same period.
The final number of phantom performance shares is multiplied by the average Xetra closing price for
Deutsche Börse shares in the calendar month preceding the end of the performance period. This results
in the amount to be paid out to purchase the tradeable shares (adjusted for the dividends per share paid
out during the performance period). The rules governing the due dates of the amounts to be paid out
were amended with effect from 1 January 2017. According to the amendment, each payout amount is
generally due in three equal instalments: the first instalment is due at the latest together with the regular
salary payment for the calendar month following the approval of Deutsche Börse AG's consolidated
financial statements after the end of the performance period in question; the second and third instalments
are due at the corresponding dates in the two years subsequent to the payment of the first instalment. The
members of the Executive Board are obliged to invest the amount paid out after tax in Deutsche Börse AG
shares. For further details regarding the share purchase process, please refer to the section "Automated
share purchase designed to fulfil the plan conditions as well as the share ownership guidelines".
2) Year in which performance shares are granted
■ The second variable is the change in the share price and the dividend during the performance period;
no cap is applied to the share price.
Individual target
Final
payment for
share
purchase 5)
Avg. share price
✗ for Deutsche
Börse shares)
Final number
of (phantom)
performance
shares³)
Relative KPI
Absolute KPI
TSR for Deutsche Börse
shares vs index companies
50%
Principles governing the Performance Share Plan (PSP)
shares granted
Number of
(phantom)
performance
Year 12) Year 2 Year 3 Year 4 Year 5
Performance period
167
Deutsche Börse
Avg. share price for
remuneration
50% net income growth
Further infomation
shares¹)
The TSR performance for Deutsche Börse shares is derived from Deutsche Börse AG's ranking relative
to the companies included in the STOXX Europe 600 Financials index. The target achievement rates for
Executive Board members can range from O per cent (floor) to 250 per cent (cap). A O per cent target
achievement rate is assumed where Deutsche Börse AG's relative five-year TSR falls short of the median,
i.e. where it is lower than that for at least half of the index constituents. Where Deutsche Börse AG's
TSR has outperformed 60 per cent of index constituents, this represents a target achievement rate of
100 per cent. Where Deutsche Börse AG's TSR has outperformed at least 75 per cent of index consti-
tuents, this represents a target achievement rate of 175 per cent. The cap of 250 per cent is reached if
Deutsche Börse AG's TSR ranks in the top 20 per cent of index constituents - in other words, if it is
in the 80th percentile of the index or higher. Please also refer to the “Assessing the total shareholder
return (TSR) for Deutsche Börse shares for performance shares" chart.
Defined benefit pension system: After reaching the contractually agreed retirement age, members of
the Executive Board covered by the defined benefit pension system receive a specified percentage
(known as the "replacement rate") of their individual pensionable income as a pension. A precondition
for this is that the Executive Board member in question served on the Executive Board for at least three
years and was reappointed at least once. The pensionable income is determined and regularly reviewed
by the Supervisory Board. The replacement rate when the Executive Board members' term of office
began was 30 per cent and it rose by 5 percentage points with each reappointment, up to a maximum
of 50 per cent. From among the active members of the Executive Board, the defined benefit pension
system applies to Mr Book.
income that is used as the basis for retirement benefits. There are two different retirement benefit
systems for Executive Board members. Those members who were appointed for the first time prior to
1 January 2009 or who continue being subject to an existing agreement from prior appointments
within Deutsche Börse Group, 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 pension commitments existing as at 31 December 2018 are
shown in the “Retirement benefits" table.
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Defined contribution pension system: For Executive Board members covered by the defined contribution
pension system, the company makes an annual capital contribution to the scheme for each calendar year
that a member serves on the Executive Board. This contribution is determined by applying an individual
replacement rate to the pensionable income. As with the defined benefit pension system, the pensionable
income is determined and regularly reviewed by the Supervisory Board. The annual capital contributions
calculated in this way bear interest of 3 per cent per annum. The defined contribution pension system
applies to Theodor Weimer, Christoph Böhm, Stephan Leithner, Gregor Pottmeyer and Hauke Stars.
Deutsche Börse Group | Annual report 2018
The members of the Executive Board are generally entitled to receive retirement benefits upon reaching
the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time -
Thomas Book and Andreas Preuss (Executive Board member until 31 October 2018) on reaching the
age of 63. As a matter of principle, the Supervisory Board reviews and determines the pensionable
Retirement benefits
Pension commitments
The members of the Executive Board receive contractual ancillary benefits such as the provision of an
appropriate company car for business and personal use (with the tax on the pecuniary benefit from
personal use being payable by the member concerned). They also receive taxable contributions towards
private pensions. In addition, the company has taken out insurance cover for them, such as personal
accident insurance and directors & officers (D&O) insurance.
Contractual ancillary benefits
Basic remuneration
(monthly payment)
Target achievement - cash
(annual payout)
165
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 reasons for this are 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 applicable replacement rate to the pensionable income. Once again, a
precondition is that the Executive Board member served on the Executive Board for at least three years
and was reappointed at least once. Members of the Executive Board who have a defined contribution
pension are not eligible for an early retirement pension.
-
Assessing the TSR performance for Deutsche Börse shares
Share ownership guidelines
If an Executive Board member is asked to step 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 taking effect because his or her position as a member of the Executive
Board is negatively impacted to a significant degree as a result of the change of control, the Supervisory
Board may decide at its discretion whether to grant a severance payment in the above-mentioned
amount. In the case of a change of control, all current performance periods shall end on the day on
which the contract of service is terminated. The corresponding performance shares will be settled early.
Change of control
In the event that an Executive Board member's contract of service is terminated early for a reason other
than good cause, any payments made to the Executive Board member may not exceed the remuneration
for the residual term of his or her contract of service or the value of two total annual remuneration
payments (severance cap). The payment is calculated on the basis of the total remuneration for the past
financial year and, where appropriate, the expected total remuneration for the current financial year. The
Supervisory Board may exceed the cap in exceptional, justified cases. Prospective performance shares
will lapse if the company has good cause for an extraordinary termination of the Executive Board
member's employment or if an Executive Board member terminates his or her contract before the end of
the performance period without good cause and without reaching a mutual agreement.
Severance payments
In the event that an Executive Board member becomes permanently incapable of working, the defined
benefit pension agreements for Executive Board members provide for a transitional payment in addition
to the benefits described above. The amount of this payment corresponds to the target variable
remuneration (performance bonus and performance shares) in the year in which the event triggering the
benefits occurs. It is paid out in two tranches in the two following years. If an Executive Board member
dies, his or her spouse receives 60 per cent of the transitional payment.
Transitional payments
If an Executive Board member dies, his or her spouse receives 60 per cent and each dependent child
receives 10 per cent of the above amount (25 per cent for full orphans), up to a maximum of 100 per
cent of the pension contribution.
Further infomation
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2018
166
In the event that a member of the Executive Board becomes permanently incapable of working, the
company is entitled to send him or her into retirement. Executive Board members are deemed to be
permanently incapable of working if they are unable to perform their professional activities for more than
six months, and if they are not expected to regain their capacity to work within a further six months.
In such cases, those Executive Board members who have a defined benefit pension plan receive the
amount calculated by applying the applicable replacement rate to the pensionable income. Executive
Board members with a defined contribution pension plan receive the plan assets that have accrued at
the time when the benefits fall due, plus a supplement corresponding to the full annual pension contri-
bution that would have been due in the year in which the Executive Board member left the company's
service, multiplied by the number of years between the time at which the benefits fell due and the
Executive Board member reaching the age of 60 or 63, as appropriate.
Permanent incapacity to work and death benefits
3-year holding period)
Target achievement - shares
(annual payout,
Executive and Supervisory Boards
Hebel für die Anreizkomponenten:
0 bis 200%
Deutsche Börse Group | Annual report 2018
164
Relative TSR vs index (percentile rank)
70th 75th 80th
60.
50th
0
Executive and Supervisory Boards
50
175
200
250
300
Target achievement (%)
Target achievement - shares
(calculated annually,
5-year holding period)
Assessing the total shareholder return (TSR) for Deutsche Börse shares for performance shares
150
Management report | Remuneration report
100
Notes
Maximum total remuneration ¹)
Financial statements
Hebel für die Anreizkomponenten:
O bis 250% jährlich
1) No cap on share price performance
Performance-related component (share-based payment)
Performance-related component (cash component)
Non-performance-related component (cash component)
% = proportion of total target remuneration
Cash
bonus
Basic remuneration
Shares
Further infomation
Performance shares
Target remuneration
Basic remuneration, and annual and long-term incentive components
Performance
Performance-related remuneration for Executive Board members is predominantly share-based. In
addition, it is largely calculated on a long-term basis, with various target criteria being assessed over
a period of five years (performance shares) or four years (share-based performance bonus: annual
payout and three-year holding period for shares to be invested), respectively (see also the "Basic
remuneration, and annual and long-term incentive components" chart). The cash component of the
performance bonus (annual payout) is the only short-term variable remuneration component.
5.7
340.7
340.7
365.7
340.7
One-year variable remuneration
365.7
5.7
365.7
Cash component performance
bonus (50%)
5.7
325.0
15.74)
15.74)
360.0
360.0
360.0
325.0
325.0
€ thous.
2017
258.3
€ thous.
€ thous.
15.74)
0
280.0
280.0
258.3
1,115.6
356.1
1,471.7
0
2018
(max)
Total remuneration
Pension expense
Total
(5-year term)²)
Performance shares
no max.
0
no max.
0
258.3
3-year holding period)¹)
bonus (50%,
Share component performance
no max.
0
560.0
no max.
0
516.6
Multi-year variable remuneration
560.0
0
516.6
2018
(min)
0
€ thous.
no max.
1,522.9
677.8
2,200.7
5,022.9
677.8
5,700.7
Total remuneration
Pension expense
Total
no max.
93.3
no max.
0
1,300.0
(5-year term)²)
Performance shares
no max.
0
93.3
no max.
0
1,100.0
3-year holding period)¹)
bonus (50%,
Share component performance
no max.
0
no max.
411.3
2018
€ thous.
131.4
677.8
€ thous.
€ thous.
€ thous.
2017
2018
(max)
2018
(min)
2018
Total
Ancillary benefits
Fixed remuneration
Stephan Leithner
(since 2 July 2018)
Thomas Book
(since 1 July 2018)
Benefits granted
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
2) The target achievement rates for net income and total shareholder return, and for the maximum number of performance shares are all capped at 250 per cent. No
cap on the share price performance - therefore, no maximum can be stated for the individual remuneration components (no max.). For more information, please
refer to the "Combined corporate governance statement and corporate governance report" section.
1) The level of target achievement is capped at 200 per cent. No cap on the share price performance - therefore, no maximum can be stated (no max.). For more
information, please refer to the "Combined corporate governance statement and corporate governance report" section.
€ thous.
2017
9,500.0³)
279.3
559.2
9,500.0³)
147.9
147.9
147.9
no max.
280.0
11,774.1
no max.
1,033.4
1,033.4
0
516.7
560.0
1,120.0
no max.
0
1,120.0
Multi-year variable remuneration
1,120.0
0
560.0
Cash component performance
bonus (50%)
One-year variable remuneration
674.8
674.9
674.9
674.9
750.5
749.2
749.2
749.2
24.8
24.9
24.9
0
24.9
no max.
Share component performance
186.6
0
516.7
560.0
2,430.5
293.3
2,723.8
no max.
749.2
300.1 300.1
1,049.3 9,500.0³)
2,729.3
no max.
0
560.0
2,429.2
300.1
Total remuneration
Pension expense
Total
(5-year term)²)
Performance shares
516.7
no max.
0
516.7
560.0
no max.
0
560.0
3-year holding period)"
bonus (50%,
516.7
1,033.4
0
30.5
29.2
Fixed remuneration
(Director of Labour Relations)
Hauke Stars
(CFO)
Gregor Pottmeyer
Benefits granted
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
173
4) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178.1 thousand to total remuneration for Thomas Book.
9,500.0³)
660.9
1,500.9
295.2
295.2
295.2
no max.
365.7
1,205.7
no max.
356.1
9,500.0³)
340.7
356.1
696.8
Ancillary benefits
29.2
Total
2018
29.2
650.0
650.0
650.0
650.0
720.0
720.0
720.0
720.0
€ thous.
€ thous.
€ thous.
2017
(max)
2018
2018
(min)
2018
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
2017
(max)
(min)
2018
2018
no max.
phantom shares
2,400.0
1,966
1,007
959
27,374
27,374
31 Dec 2018
as at
phantom shares
Number of
number of
phantom
shares since
the grant date
14,021
Adjustments of
1,966
on the
grant date
13,353
Number of
Total 2018 tranche
Tranche 2018
Christoph Böhm
Total 2018 tranche
Tranche 2018
Theodor Weimer
Number of phantom shares
Further infomation
Notes
Financial statements
no max.
Thomas Book
Tranche 2018
2,654
Total 2016 to 2018 tranches
14,377
7,229
7,148
Tranche 2016
14,639
7,175
7,464
Tranche 2017
11,792
6,040
5,752
Tranche 2018
Gregor Pottmeyer
5,896
Total 2018 tranche
5,896
3,020
2,876
Tranche 2018
Stephan Leithner
5,440
Total 2018 tranche
5,440
2,786
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
171
126.7
116.9
116.9
42.2
42.2
588.3
€ thous.
(total)
date
Carrying
amount as at
the reporting
588.3
€ thous.
Expense
recognised
(total)
Stephan Leithner
Thomas Book
Christoph Böhm
Theodor Weimer
(Prior-year figures in brackets)
2018 total expense for share-based payments
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
126.7
40,808
Gregor Pottmeyer
1,864.4
1) Chief Executive Officer until 31 December 2017
2) Member of the Executive Board until 31 October 2018; expense recognised / carrying amount as at the reporting date relate to full financial year 2018.
3) Member of the Executive Board until 30 June 2018; expense recognised / carrying amount as at the reporting date relate to full financial year 2018.
(14,824.0)
(10,186.1)
14,541.1
(659.7)
(529.4)
4,461.4
3,801.7
(831.2)
(667.0)
5,620.9
4,789.7
(12,057.0)
(7,965.7)
Total
Jeffrey Tessler³)
Andreas Preuss²)
Carsten Kengeter¹)
(612.4)
(491.4)
1,720.3
1,107.9
Hauke Stars
(663.7)
(532.6)
1,200.7
0
Hauke Stars
5,307
(max)
(min)
2018
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
2017
(max)
2018
2018
€ thous.
2018
2018
Total
Ancillary benefits
Fixed remuneration
(since 1 November 2018)
(CIO/COO)
Christoph Böhm
(CEO)
Theodor Weimer
Benefits granted
Further infomation
2018
(min)
€ thous.
1,500.0
1,500.0
Multi-year variable remuneration
186.6
0
93.3
2,200.0
0
1,100.0
Cash component performance
bonus (50%)
One-year variable remuneration
131.4
131.4
131.4
1,522.9
1,522.9
1,522.9
11.4
11.4
11.4
22.9
22.9
22.9
120.0
120.0
120.0
1,500.0
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
9,348
Tranche 2017
14,769
7,565
7,204
Tranche 2018
Andreas Preuss²)
Total 2015 to 2018 tranches
Tranche 2015
Tranche 2016
Tranche 2017
Tranche 2018
Carsten Kengeter¹)
37,653
Total 2016 to 2018 tranches
13,265
6,670
6,595
Tranche 2016
13,508
6,621
6,887
Tranche 2017
10,880
5,573
8,986
Tranche 2018
18,334
8,952
Deutsche Börse Group | Annual report 2018
172
2) Member of the Executive Board until 31 October 2018; the number of phantom shares relates to the balance as at 31 December 2018.
3) Member of the Executive Board until 30 June 2018; the number of phantom shares relates to the balance as at 31 December 2018.
1) Chief Executive Officer until 31 December 2017
210,810
40,565
14,290
7,185
7,105
14,553
7,133
7,420
11,722
6,004
5,718
Total 2015 to 2018 tranches
Total 2016 to 2018 tranches
Tranche 2016
Tranche 2017
Tranche 2018
Jeffrey Tessler³)
51,108
Total 2016 to 2018 tranches
18,005
9,053
Tranche 2016
2,225.0
269.6
Management report | Remuneration report
no max.
269.6
-108.0
1,607.8
-1,000.2
3,049.4
3,032.9
Total remuneration (section 314 of the HGB)
-807.5
Less pension expense
Less variable share component
2,334.8
3,871.2
556.7
278.4
701.4
584.5
Plus performance shares
9,906.9
20,134.0
2,289.4
2,001.2
17,171.8
8,100.1
Pension expense
807.5
1,000.2
-288.2
2,557.9
108.0
2,962.2
1,806.8
Total remuneration (German Corporate
Governance Code)²)
3,255.9
3,348.2
1,437.4
288.2
1,329.4
-2,962.2
21,043.0
10,434.9
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
178
Remuneration paid to members of the Supervisory Board for advisory and agency services
No agreements for advisory and agency services had been entered into in the reporting period with
members of the Supervisory Board, or with companies that employ members of the Supervisory Board
of Deutsche Börse AG or in which Supervisory Board members hold an interest.
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of
€1 thousand for each Board or committee meeting that they attend in person, either as a member or
as a guest. Where two or more meetings are held on the same day or on consecutive days, the
attendance fee is only paid once.
The members of the Supervisory Board receive fixed annual remuneration of €70,000. The Chairman
receives remuneration of €170,000 and the Deputy Chairman receives €105,000. Members of
Supervisory Board committees receive additional fixed annual remuneration of €30,000 for each
committee position they hold. The relevant amount for members of the Audit Committee is €35,000. The
remuneration paid to committee chairs is €40,000, or €60,000 in the case of the Chairman of the Audit
Committee. If a Supervisory Board member belongs to several Supervisory Board committees, only
their work on a maximum of two committees (the two most highly remunerated ones) is remunerated.
Supervisory Board members who only hold office for part of the financial year receive one-twelfth of
the fixed annual remuneration and, if applicable, of the remuneration payable for their membership of
committees, for each month or part-month in which they are members.
Supervisory Board remuneration
Further infomation
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Number of phantom shares (no-par value share)³)
6,003
9,348
2,859
7,420
39,763
-1,806.8
31,119
2) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
3) The number of prospective performance shares for the performance period determined at the 2018 grant date is calculated by dividing the target amount by the
average share price (Xetra® closing price) for Deutsche Börse shares in December 2017 (€97.36).
4) Deputy CEO until 31 October 2018, contract of service will terminate on 31 May 2019.
5) Member of the Executive Board until 30 June 2018, contract of service terminated on 31 December 2018.
6) Prior-year figures were adjusted due to the resignation of Carsten Kengeter (former Chief Executive Officer); thus, they do not match the figures published in the
previous year.
177
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements, travel
arrangements, and expenses for tax and legal advice.
2,348.0
2,448.4
Total
390.3
800.0
666.7
€ thous.
20176)
2018
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
2017
2018
2017
2018
Total
(until 30 June 2018)
Jeffrey Tessler 5)
2) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
3) The number of prospective performance shares for the performance period determined at the 2018 grant date is calculated by dividing the target amount by the
average share price (XetraⓇ closing price) for Deutsche Börse shares in December 2017 (€97.36).
176
674.9
269.6
Executive and Supervisory Boards
Management report | Remuneration report
28.3
Financial statements
Further infomation
Benefits received
Andreas Preuss 4)
(Deputy CEO
until 31 October 2018)
Fixed remuneration
Ancillary benefits ¹)
Total
Notes
33.0
104.1
695.0
876.7
757.5
417.5
601.2
6,098.8
2,521.5
Multi-year variable remuneration
Share component performance bonus
(50%, 3-year holding period)
757.5
417.5
601.2
6,098.8
2,521.5
Performance shares (5-year term)
876.7
Supervisory Board remuneration"
2,521.5
601.2
833.0
494.4
780.6
18.2
798.8
4,732.0
2,950.6
242.2
6,098.8
106.5
3,057.1
One-year variable remuneration
Cash component performance bonus (50%)
876.7
757.5
417.5
4,974.2
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements, travel
arrangements, and expenses for tax and legal advice.
2018
20182)
€ thous.
full year
full year
Amy Yip
154.0
61.3
full year
1 Jan - 16 May
Johannes Witt6)
0
72.7
16 May - 31 Dec
145.0
172.7
full year
full year
Jutta Stuhlfauth (Deputy Chairperson since 16 May 2018)
Gerd Tausendfreund³)
172.0
102.7
0
Florian Rodeit5) 9)
16 May 15 Aug
45.3
0
118.5
Carsten Schäfer³)
53.2
0
Erhard Schipporeit
1 Jan 16 May
full year
71.7
28 Aug 31 Dec
24 May - 31 Dec
138.0
1,842.0
180
The long-term variable remuneration components under the remuneration system are share-based.
Even though a cap is provided in relation to the number of shares granted, no dedicated cap is foreseen
on the maximum achievable bonus amount, as there is no cap on share price performance. However,
extraordinary developments are sufficiently reflected in the total cap.
The annual remuneration, comprising fixed and variable remuneration components and pension
benefits, has been capped at €9.5 million (total cap) for each member of the Executive Board. Ancillary
benefits are not included in this amount. Although these are subject to fluctuation, no extraordinary
fluctuations are expected and therefore it is not necessary to include them in the total cap.
Section 4.2.3 (2) (sentence 6) of the Code recommends that the amount of management remuneration
be capped, both as regards variable components and in the aggregate. Deutsche Börse AG has deviated
and will continue to deviate from this recommendation.
2. Caps on the total amount of remuneration (section 4.2.3 (2) (sentence 6) of the Code) and
disclosure in the remuneration report (section 4.2.5 (3) of the Code)
Severance payment caps have been agreed upon in all current contracts with the members of the
Executive Board to ensure that the recommendation of section 4.2.3 (4) of the Code is complied with
and will continue to be complied with. As in the past, however, the Supervisory Board reserves
the right to deviate from section 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.
1. Agreement of severance payment caps when concluding Executive Board contracts
(section 4.2.3 (4) of the Code)
The Executive Board and Supervisory Board of Deutsche Börse AG declare that the company has
complied with the recommendations of the Code almost without exception and will continue to comply
with them with only a few deviations, as set out in detail below:
The following Declaration of Compliance refers to the most recent version of the German Corporate
Governance Code (the Code) as amended on 7 February 2017 and published in the German Federal
Gazette on 24 April 2017.
"Declaration of Compliance by the Executive Board and the Supervisory Board of Deutsche Börse
AG regarding the German Corporate Governance Code in accordance with section 161 of the
German Stock Corporation Act
On 6 December 2018, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following Declaration of Compliance:
(AktG, German Stock Corporation Act)
Declaration of Compliance pursuant to section 161 of the Aktiengesetz
Deutsche Börse Group assigns great importance to the principles of good corporate governance and
control. In this statement, we report on corporate governance at Deutsche Börse AG in accordance with
section 3.10 of the Deutscher Corporate Governance Kodex (the "Code", German Corporate Governance
Code). Moreover, this statement contains the corporate governance statement pursuant to sections 289f
and 315d of the Handelsgesetzbuch (HGB, German Commercial Code).
Combined corporate governance statement and corporate governance report
Further infomation
Notes
Total
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
2) Remuneration including individual attendance fee
3) Elected to the Supervisory Board on 16 May 2018
4) Elected to the Supervisory Board on 15 August 2018
5) Left the Supervisory Board on 15 August 2018
2,183.7
6) Left the Supervisory Board on 16 May 2018
9) Appointed to the Supervisory Board by court order on 16 May 2018
179
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
7) Elected to the Supervisory Board on 16 May 2018, subject to the registration of the amendment to the Articles of Association (24 May 2018)
8) Appointed to the Supervisory Board by court order on 28 August 2018
146.0
61.3
full year
1 Jan - 15 Aug
Marion Fornoff³)
149.0
146.0
full year
full year
Karl-Heinz Flöther
196.0
168.3
full year
full year
Richard Berliand (Deputy Chairman until 16 May 2018)
0
55.8
15 Aug-31 Dec
Markus Beck4)
142.0
2017²)
€ thous.
Joachim Faber (Chairman)
Nadine Absenger³)
full year
full year
full year
260.0
Ann-Kristin Achleitner
16 May - 31 Dec
full year
95.0
0
full year
118.5
266.0
84.2
114.0
Hans-Peter Gabe5)
28 Aug 31 Dec
53.2
0
Cornelis Kruijssen4)
15 Aug 31 Dec
53.2
Achim Karle)
0
16 May 31 Dec
114.7
0
Monica Mächler)
Joachim Nagel"
1 Jan - 16 May
Barbara Lambert³)
2017
0
15 Aug 31 Dec
Craig Heimark)
1 Jan - 15 Aug
full year
86.8
112.0
1 Jan - 16 May
53.2
full year
108.0
Martin Jetter"
24 May - 31 Dec
89.7
0
Susann Just-Marx4)
45.7
6,887
Deutsche Börse Group | Annual report 2018
7,464
Benefits received
Further infomation
Notes
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
174
5) Member of the Executive Board until 30 June 2018, contract of service terminated on 31 December 2018.
4) Deputy CEO until 31 October 2018, contract of service will terminate on 31 May 2019.
2,757.1
556.7
2,468.9
288.2
no max.
494.4
108.0
108.0
602.4 9,500.0³)
no max.
701.4
278.4
695.0
2,937.2 1,329.5
807.5 807.5 1,000.2 108.0
1,502.5 9,500.0³) 3,937.4 1,437.5
3,256.0
no max.
584.5
no max.
701.4
278.4
0
no max.
Fixed remuneration
556.7
(5-year term)²)
Total
Pension expense
Total remuneration
584.5
2,448.5
807.5
no max.
Performance shares
3-year holding period)")
Ancillary benefits ¹)
Theodor Weimer
2,117.5
Multi-year variable remuneration
439.2
5,307
2,117.5
Cash component performance bonus (50%)
One-year variable remuneration
340.7
131.4
1,522.9
15.72)
11.4
22.9
325.0
120.0
1,500.0
€ thous.
(CEO)
Christoph Böhm
(CIO/COO
since 1 November 2018)
Thomas Book
(since 1 July 2018)
Total
2018
2017
€ thous.
2018
€ thous.
2017
€ thous.
2018
€ thous.
2017
€ thous.
bonus (50%,
Share component performance
1,113.4
390.3
390.3
€ thous.
€ thous.
€ thous.
2017
2018
(max)
2018
(min)
2018
€ thous.
2017
€ thous.
800.0
€ thous.
666.7
666.7
666.7
€ thous.
€ thous.
2018
(max)
2018
(min)
516.7
2,224.9
225.1
2,494.6
944.5
9,500.0³)
2,450.0
1) The level of target achievement is capped at 200 per cent. No cap on the share price performance - therefore, no maximum can be stated (no max.). For more
information, please refer to the "Combined corporate governance statement and corporate governance report" section.
390.3
2) The target achievement rates for net income and total shareholder return, and for the maximum number of performance shares are all capped at 250 per cent. No
cap on the share price performance - therefore, no maximum can be stated for the individual remuneration components (no max.). For more information, please
refer to the "Combined corporate governance statement and corporate governance report" section.
Benefits granted
Andreas Preuss4)
Fixed remuneration
(Deputy CEO until 31 October 2018)
Jeffrey Tessler5)
(until 30 June 2018)
2018
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
780.6
28.3
28.3
0
1,169.0
Multi-year variable remuneration
1,169.0
0
no max.
584.5
701.4
1,402.8
0
556.7
556.7
556.7
0
no max.
278.4
155.6
Cash component performance
bonus (50%)
Total
695.0
695.0
28.3
695.0
33.0
104.1
104.1
One-year variable remuneration
104.1
833.0
494.4
494.4
494.4
798.8
Ancillary benefits
18.2
439.2
155.6
2,117.5
1,317.7
Total
Performance shares (5-year term)
558.0
759.5
604.8
856.8
476.0
(50%, 3-year holding period)
Share component performance bonus
558.0
759.5
604.8
856.8
476.0
Multi-year variable remuneration
558.0
30.5
24.9
24.8
Share component performance bonus
(50%, 3-year holding period)
749.2
750.5
2,462.8
674.9
One-year variable remuneration
Cash component performance bonus (50%)
476.0
856.8
604.8
759.5
674.8
1,960.1
2,193.9
1,790.8
516.7
Less variable share component
Less pension expense
-295.2
-300.1
Total remuneration (section 314 of the HGB)
516.7
1,597.7
-293.3
2,520.1
-269.6
2,710.6
-225.1
2,307.5
Number of phantom shares (no-par value share)³)
2,876
5,752
3,022.8
29.2
560.0
280.0
Pension expense
295.2
300.1
293.3
269.6
225.1
560.0
Total remuneration (German Corporate
1,612.9
2,762.9
2,253.4
2,463.5
2,015.9
Plus performance shares
Governance Code)²)
5.7
365.7
650.0
13,353
Number of phantom shares (no-par value share)4)
1,477.4
650.0
7,057.9
Total remuneration (section 314 of the HGB)
-356.1
-147.9
-677.8
Less pension expense
Less variable share component
258.3
93.3
1,300.0
Plus performance shares
1,575.2
590.5
155.6
439.2
Performance shares (5-year term)
Total
5,757.9
442.6
959
1,219.1
677.8
147.9
356.1
Total remuneration (German Corporate
Governance Code)³)
6,435.7
Pension expense
2,654
535.9
2) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178.1 thousand to total remuneration for Thomas Book.
2018
2017
€ thous.
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements, travel
arrangements, and expenses for tax and legal advice.
2018
€ thous.
2017
(Director of Labour
Relations)
2018
€ thous.
€ thous.
€ thous.
360.0
720.0
720.0
2017
Hauke Stars
€ thous.
Stephan Leithner
(since 2 July 2018)
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
Gregor Pottmeyer
(CFO)
175
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
4) The number of prospective performance shares for the performance period determined at the 2018 grant date is calculated by dividing the target amount by the
average share price (Xetra® closing price) for Deutsche Börse shares in December 2017 (€97.36).
Further infomation
Benefits received
Fixed remuneration
Ancillary benefits ¹)
Total
Notes
Disclosures on suggestions of the Code
The annual Declaration of Compliance pursuant to section 161 of the AktG, as well as the Declarations
of Compliance for the past five years, are available on our website ☑www.deutsche-boerse.com/
declcompliance.
Section 5.3.3 of the Code recommends that the Supervisory Board forms a Nomination Committee
composed exclusively of shareholder representatives. Section 4b of the Börsengesetz (BörsG, German
Exchange Act) provides that the duties of the Nomination Committee include assisting the Supervisory
Board of Deutsche Börse AG in selecting candidates for the Executive Board. Since this task, in
particular, is not meant to be performed by the shareholder representatives on the Supervisory Board
only, as has been common practice, there are employee representatives on the Nomination Committee
as well. However, it will be ensured that the Supervisory Board nominees proposed to the Annual
General Meeting are determined solely by the shareholder representatives on the Committee."
3. Composition of the Nomination Committee (section 5.3.3 of the Code)
Section 4.2.5 (3) (sub-section 1) of the Code recommends, inter alia, presenting the maximum
achievable remuneration for variable remuneration components in the remuneration report. As there is
no dedicated cap in relation to the share-based variable remuneration components, the maximum
achievable remuneration cannot be presented as recommended in section 4.2.5 (3) (sub-section 1)
of the Code.
Further infomation
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
190
Deutsche Börse AG also largely complies with the suggestions of the Code and deviates only regarding
the following aspects:
Notes
In accordance with section 4.1.3 sentence 3 of the Code, employees shall be given the opportunity
to report suspected breaches of the law within the company in a protected manner; third parties should
also be given this opportunity. Deutsche Börse AG has implemented a whistleblowing system for its
employees in accordance with the recommendation in section 4.1.3 sentence 3 of the Code. This whistle-
blowing system is also open to external service providers. However, Deutsche Börse deviates otherwise
from the suggestion of also giving third parties the opportunity of reporting such suspicions mainly given
the fact that, as far as Deutsche Börse is concerned, other such third parties are regular market
participants who have other options at their disposal for reporting suspicions without being bound by
fiduciary duties under employment law.
In accordance with section 5.4.2 of the Code, the Supervisory Board shall be comprised of what it
considers to be an appropriate number of independent members. Supervisory Board members are no
longer to be considered independent in the meaning of section 5.4.2 of the Code, particularly if they
have a personal or business relationship with the company, its governing bodies, a controlling
shareholder or an entity affiliated with the controlling shareholder that may cause a substantial (and not
merely temporary) conflict of interest. The Supervisory Board has resolved that at least half of its
members who are shareholder representatives are to be independent in this sense. The Supervisory
Board generally regards all of its shareholder representatives as being independent. The Supervisory
Board notes, however, that the independence of a Supervisory Board member is sometimes called into
question if the term of office exceeds twelve years. Mr Berliand, who will leave the Supervisory Board
at the end of the Annual General Meeting on 8 May 2019, has been a member of the Supervisory
Board since 2005. However, the Supervisory Board has no doubts as to Mr Berliand's impartiality and
professional performance of his Supervisory Board mandate, so that the Supervisory Board also regards
him as independent for the purposes of section 5.4.2 of the Code. Furthermore, Mr Berliand does
not currently hold any position within the Supervisory Board of Deutsche Börse AG that requires the
independence of the Supervisory Board member.
Information on corporate governance practices
■Nadine Absenger¹)
■ Joachim Faber (Chairman)
Members
Chairman's Committee (since 16 May 2018)
■ Oversees monitoring of technological innovations, the provision of IT services, the technical
performance and stability of the IT systems, operational IT risks, and information security services
and risks
■Supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group's business strategy and with respect to information security
■ Advises on IT strategy and architecture
Responsibilities
■Richard Berliand
■ At least four members who are elected by the Supervisory Board
1) Employee representative
■ Johannes Witt¹) (until 16 May 2018)
■Carsten Schäfer" (since 4 Sep 2018)
(16 May 15 Aug 2018)
■Florian Rodeit¹)
(since 4 Sep 2018)
■ Cornelis Kruijssen¹
Composition
■ Jutta Stuhlfauth¹)
Composition
■Chaired by the Chairman of the Supervisory Board
■Susann Just-Marx¹)
■Martin Jetter (since 24 May 2018)
(16 May - 15 Aug 2018)
■Marion Fornoff¹)
■Joachim Faber (Chairman)
Composition
Members
Mediation Committee (since 16 May 2018)
Further infomation
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
188
1) Employee representative
■Time-sensitive affairs
■ Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one
employee representative each who are elected by the Supervisory Board
Responsibilities
■Achim Karle (since 4 Sep 2018)
■ Martin Jetter (since 24 May 2018)
■Craig Heimark (until 16 May 2018)
(16 May - 15 Aug 2018)
■ Ann-Kristin Achleitner
■ Joachim Faber (Chairman)
Members
Strategy Committee
Further infomation
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
187
■ Discusses the annual reports on significant risks and the risk management systems at regulated
Group entities, to the extent legally permissible
■ Oversees monitoring of the Group's operational, financial and business risks
■Takes note of and reviews the periodic risk management and compliance reports
■Reviews the risk management framework, including the overall risk strategy, risk appetite and the
risk roadmap
Responsibilities
■ At least four members who are elected by the Supervisory Board
Composition
■Richard Berliand (until 16 May 2018)
■Marion Fornoff¹)
(since 4 Sep 2018)
(16 May 15 Aug 2018)
■ Susann Just-Marx (since 4 Sep 2018)
■Hans-Peter Gabe¹)
■Karl-Heinz Flöther
(16 May 15 Aug 2018)
■Richard Berliand (Chairman)
■Marion Fornoff¹)
Members
Technology Committee
■ Addresses fundamental strategic and business issues, as well as important projects for Deutsche
Börse Group
■Advises the Executive Board on matters of strategic importance to the company and its affiliates
Responsibilities
■ At least five other members who are elected by the Supervisory Board
■Chaired by the Chairman of the Supervisory Board
Composition
1) Employee representative
■Jutta Stuhlfauth" (until 15 Aug 2018)
■ Amy Yip
■ Carsten Schäfer" (since 4 Sep 2018)
(16 May - 15 Aug 2018)
■ Achim Karle" (since 4 Sep 2018)
■Florian Rodeit¹)
■ Hans-Peter Gabe" (until 16 May 2018)
■Chaired by the Chairman of the Supervisory Board
■ Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one
employee representative each
Responsibilities
+
+
+
Richard Berliand
+
+
+
Ann-Kristin Achleitner
+
+
Joachim Faber (Chairman)
Regulatory
requirements
Clearing,
settlement and
custody
business
Information
technology and
security,
digitalisation
compliance
and
Accounting,
finance, audit
Karl-Heinz Flöther
markets
+
Martin Jetter
+
Barbara Lambert
+
+
+
+
Joachim Nagel
Amy Yip
+
+
+
+
+
+
+
Independence
+
+
+
1) Employee representative
the capital
exchanges and
■ Understanding of the member's own position and responsibilities
■ Understanding of Deutsche Börse Group's structure
■ Understanding of Deutsche Börse AG's activities
Knowledge of the financial services sector
■
■ Understanding of the corporate governance system
■ Analytical and strategic skills
■ Understanding of commercial issues
Ideally, each Supervisory Board member holds the following basic qualifications:
Individual (basic) qualification requirements
Given their knowledge, skills and professional experience, members of the Supervisory Board shall
have the ability to perform the duties of a supervisory board member in a company with international
business activities. The Supervisory Board has determined individual (basic) as well as general
qualification requirements. Basic requirements are derived from the business model, the concrete
targets, as well as from specific regulations applicable to Deutsche Börse Group.
Qualification requirements
In accordance with section 5.4.1 of the Code, the Supervisory Board has adopted a catalogue of specific
targets concerning its composition that, above all, should serve as a basis for the future nomination of its
members. This catalogue comprises qualification requirements as well as diversity targets. Furthermore,
members shall have sufficient time, as well as the personal integrity and suitability of character, to
exercise their office. In addition, half of the shareholder representatives on the Supervisory Board shall
be independent.
Targets for composition and qualification requirements of the Supervisory Board
1) Employee representative
■Jutta Stuhlfauth¹)
■ Tasks and duties pursuant to section 27 (3) of the MitbestG
General qualification requirements
management
The general qualifications refer to the Supervisory Board in its entirety. At least two of its members
should have profound knowledge, especially concerning the following topics:
"
Risk
Business
models of
Supervisory Board members' general qualification requirements
The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its
members.
Further infomation
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
189
Regulatory requirements
■
Clearing, settlement and custody business
■ Information technology and security, digitalisation
▪ Risk management and compliance
Accounting, finance, audit
■ Business models of exchanges and the capital markets
■ Jutta Stuhlfauth") (until 16 May 2018)
In accordance with section 4.2.3 (2) sentence 9 of the Code, early disbursements of multiple-year,
variable remuneration components should not be permitted. While Deutsche Börse AG adheres to this
suggestion in principle; it reserves the right to deviate in extraordinary circumstances, e.g. in the
event of an Executive Board member's inability to work, disease or death. The company also reserves
the right to diverge from this procedure in other extraordinary cases such as change-of-control events.
■ Monica Mächler (until 16 May 2018)
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the company's business areas assigned
to them in the Executive Board's schedule of responsibilities independently and are personally
responsible for them. In addition to the business areas, the functional areas of responsibility are that of
the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Chief Information Officer/
Chief Operating Officer (CIO/COO). The business areas cover the operating business units, such as the
company's cash market activities, the derivatives business, securities settlement and custody and the
market data business. Details can be found in the ☑“Overview of Deutsche Börse Group -
Organisational structure" section.
the operating units, as well as establishing and monitoring an efficient risk management system. The
Executive Board is responsible for preparing the consolidated and annual financial statements of Deutsche
Börse AG, as well as for producing financial information during the course of the year. In addition, it
must ensure the company's compliance with legal requirements and official regulations.
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had five members at
the beginning of the reporting period and six since 1 July 2018. The main duties of the Executive Board
include defining the Group's corporate goals and strategic orientation, managing and monitoring
Deutsche Börse AG's Executive Board
Both boards perform their duties in the interests of the company and with the aim of achieving a sustainable
increase in value. Their actions are based on the principle of responsible corporate governance. Therefore,
Deutsche Börse AG's Executive Board and Supervisory Board work closely together in a spirit of mutual trust,
with the Executive Board providing the Supervisory Board with comprehensive information on the course of
business in a regular and timely manner. In addition, the Executive Board regularly informs the Supervisory
Board concerning all issues relating to corporate planning, the company's business performance, the risk
situation, risk management, compliance and the company's control systems. The Chief Executive Officer
reports to the Supervisory Board without undue delay, orally or in writing, on matters that are of special
importance to the company. The strategic orientation of the company is examined in detail and agreed upon
with the Supervisory Board. Implementation of the relevant measures is 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. The Supervisory Board may also request reports from the
Executive Board at any time, especially on matters and business transactions at Deutsche Börse AG and
subsidiaries that could have a significant impact on Deutsche Börse AG's position.
An important fundamental principle of the German Stock Corporation Act is the dual board system –
which assigns separate, independent responsibilities to the Executive Board and the Supervisory Board.
These responsibilities and their implementation at Deutsche Börse AG are set out in detail in the
following paragraphs.
Working practices of the Executive Board and the Supervisory Board
Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has
resolved for the Executive Board. Among other things, these list issues that are reserved for the entire
Executive Board, special measures requiring the approval of the Supervisory Board, other procedural
details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these
are convened by the CEO, who coordinates the Executive Board's work. Any Executive Board member
can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board
normally takes decisions on the basis of resolutions passed by a simple majority of the members voting
on them in each case. If a vote is tied, the CEO has the casting vote.
Further infomation
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
183
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. This comprises, among
other things, the legal requirements, the recommendations of the German Corporate Governance Code,
international regulations and recommendations and other company-specific policies. The executives
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. Equally, the Group
has an enterprise-wide risk management system that covers and provides mandatory rules for functions,
processes and responsibilities. Details of the internal control system and risk management at Deutsche
Börse Group can be found in the “Internal management" and "Risk report" sections.
Risk and control management policies
Notes
184
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
185
The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the plenary meeting of the
Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. The Supervisory Board had six
committees at the beginning of the reporting period. In accordance with section 4b (5) of the BörsG,
the Supervisory Board resolved to merge the Nomination and the Personnel Committees into a joint
committee, with effect from 3 January 2018. As provided for in the MitbestG, the Supervisory Board
established a Mediation Committee on 16 May 2018, while also resolving to establish a Chairman's
Committee for time-sensitive affairs. For details on the committees, please refer to the ☑"Supervisory
Board committees during 2018: composition and responsibilities" tables. Their individual responsibilities
are outlined in the Supervisory Board's bylaws. The committees' rules of procedure correspond to those
for the plenary meeting of the Supervisory Board. Details of the current duties and members of the
individual committees can be found online at ☑www.deutsche-boerse.com/supervboard > Committees.
Supervisory Board committees
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. Unless mandatory statutory provisions
or the Articles of Associations call for a different procedure, the Supervisory Board passes its resolutions
by a simple majority. If a vote is tied, the Chairman has the casting vote. In addition, the Supervisory
Board regularly reviews the structure, size, composition, performance and the efficiency of the work of
the Executive and Supervisory Boards, discusses potential areas for improvement and resolves suitable
measures, where necessary.
At the beginning of the year under review, the Supervisory Board consisted of twelve members: two-thirds
of its members were shareholder representatives and one-third were employee representatives. Since
the 2018 Annual General Meeting, the Supervisory Board has parity co-determination, which means
it consists of an equal number of shareholder representatives and employee representatives. This
composition reflects the fact that the number of Deutsche Börse's employees in Germany has meanwhile
exceeded the threshold of 2,000 employees, as referred to in section 1 (1) no. 2 of the Mitbestimmungs-
gesetz (MitbestG, German Co-determination Act). The Annual General Meeting passed a resolution to
enlarge the Supervisory Board, resulting in amendments to the Articles of Association and the number of
members on the Supervisory Board bringing it to a total of 16 members as at 24 May 2018.
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategically
important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for
the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the
Executive Board, deciding on their total remuneration, examining Deutsche Börse AG's consolidated and
annual financial statements and the combined management report including the combined non-financial
statement. Details of the Supervisory Board's work during the 2018 financial year can be found in the
report of the Supervisory Board.
Deutsche Börse AG's Supervisory Board
More information on the Executive Board, its composition, members' individual appointments and
biographies can be found at ☑ www.deutsche-boerse.com/execboard.
Further infomation
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Deutsche Börse Group's whistleblowing system gives employees and external service providers an
opportunity to report non-compliant behaviour. The Group has engaged the auditing and consulting
company Deloitte to act as an external ombudsman and receive any such information submitted by
phone or e-mail. Whistleblowers' identities are not revealed to Deutsche Börse Group.
Further infomation
Whistleblowing system
Sector-specific policies
"
■ Personal account dealing, as well as the prevention of insider dealing and market manipulation
Company resources and assets
Conduct policies
Deutsche Börse Group's global orientation means that binding policies and standards of conduct must
apply at each of the Group's locations around the world. Specifically, the main objectives of these
principles for collaboration are to ensure responsibility, respect and mutual esteem. The Group also
adheres to these principles when implementing its business model. Communications with clients,
investors, employees and the general public are based on timely information and transparency. In
addition to focusing on generating profits, Deutsche Börse Group's business is managed in accordance
with recognised standards of social responsibility.
181
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
■Combat of bribery and corruption
Management report | Combined corporate governance statement and corporate governance report
Notes
Further infomation
Code of business conduct for employees
Acting responsibly means having values that are shared by all employees throughout the Group. In
2017, Deutsche Börse AG's Executive Board adopted an extended code of business conduct. This
document, which is applicable throughout the Group, defines the foundations of key ethical and legal
standards, including – but not limited to the following topics:
O Confidentiality and the handling of sensitive information
■ Conflicts of interest
■ Erhard Schipporeit (until 16 May 2018)
Financial statements
■ Risk management
■ Whistleblowers
■ Environmental awareness
Frankfurt Declaration ☑www.deutsche-boerse.com/frankfurt-declaration: the Frankfurt Declaration
demonstrates the signatories' intention to define the framework conditions for sustainable finance and
to put concrete initiatives in place in the Frankfurt financial centre. These are directed towards the
identification of innovative business areas and the responsible handling of risks, among other things.
The potential of sustainable finance infrastructures must therefore be fully encouraged in order to
support positive economic and social development founded on the unconditional protection of the
natural basis of life.
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 employers to jointly shape policies and programmes. Deutsche
Börse Group has signed up to the ILO's labour standards and hence has agreed to abide by them.
Diversity Charter ☑www.diversity-charter.com: as a signatory to the Diversity Charter, the company
has committed to acknowledging, 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.
United Nations Global Compact ☑www.unglobalcompact.org: this voluntary business initiative
established by the United Nations aims to achieve a more sustainable and more equitable global
economy. At the heart of the compact are ten principles covering the areas of human rights,
labour, environment protection and anti-corruption. Deutsche Börse Group has submitted annual
communications on progress (COPs) on its implementation of the UN Global Compact since 2009.
Further infomation
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
182
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards of
the different countries in which it operates. A key way in which the Group underscores the values it
considers important is by joining initiatives and organisations that advocate generally accepted ethical
standards. Relevant memberships are as follows:
Values
Deutsche Börse Group not only requires its management and staff to adhere to high standards – it
demands the same from its suppliers and service providers. The code of conduct for suppliers and
service providers requires them to respect human rights and employee rights and comply with minimum
standards. Implementing a resolution of the Executive Board, the code of conduct for suppliers was
amended in 2016 to include the requirements set out in the UK Modern Slavery Act, applicable to all
corporations conducting business in the United Kingdom. Most suppliers have signed up to these
conditions; all other key suppliers have made voluntary commitments, which correspond to, or in fact,
exceed Deutsche Börse Group's standards. Service providers and suppliers must sign this code or enter
into an equivalent voluntary commitment before they can do business with Deutsche Börse Group.
The code of conduct for suppliers is reviewed regularly in the light of current developments and amended
if necessary. It is available on Deutsche Börse Group's website ☑www.deutsche-boerse.com >
Sustainability > Set an example > Procurement management.
Code of conduct for suppliers and service providers
The code of business conduct applies to members of the Executive Board, all other executives and all
employees of Deutsche Börse Group. In addition to specifying concrete rules, the code of business
conduct provides general guidance as to how employees can contribute to implementing the defined
values in their everyday working life. The goal of the code of business conduct is to provide guidance on
working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve
ethical and legal challenges. All newly hired employees receive the code of business conduct as part
of their employment contract documentation. Staff who were already in the company prior to the
introduction of the code of business conduct were familiarised with the guidelines in 2018 through an
online training course, following which they had to confirm having received the document and having
understood its content. The code of business conduct is an integral part of the relationship between
employer and employees at Deutsche Börse Group. Breaches may lead to disciplinary action. The
document is available on www.deutsche-boerse.com > Sustainability > Set an example > Employees >
Guiding principles.
Equal opportunities and protection against undesirable behaviour
■
Deutsche Börse Group's pivotal role in the financial sector requires that it handles information
- and
especially sensitive data and facts – responsibly. A number of rules are in force throughout the Group to
ensure that employees comply with this. These cover both legal requirements and special policies
applicable to the relevant industry segments, such as the whistleblowing system and risk and control
management policies.
The chairmen of the individual committees report to the plenary meeting about the subjects addressed
and resolutions passed in the committee meetings. Information on the Supervisory Board's concrete
work and meetings during the reporting period can be found in the ☑report of the Supervisory Board.
■
Supervisory Board committees during 2018: composition and responsibilities
■ Addresses succession planning for the Executive Board
■ Other tasks and duties set forth in section 4b (5) of the BörsG
■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's
election proposal to the Annual General Meeting (the proposal is being submitted by shareholder
representatives)
■ At least five other members who are elected by the Supervisory Board
Responsibilities
■Chaired by the Chairman of the Supervisory Board
Composition
■Amy Yip (until 16 May 2018)
■ Approves appointments of members of Deutsche Börse AG's Executive Board to other executive
boards, supervisory boards, advisory boards and similar boards, as well as honorary appointments
and sideline activities
(since 16 May 2018)
(since 16 May 2018)
■ Jutta Stuhlfauth2)
■ Martin Jetter (since 24 May 2018)
(3 Jan 15 Aug 2018)
■Marion Fornoff 2)
(since 16 May 2018)
■Richard Berliand
■Gerd Tausendfreund²)
■ Approves any exemptions from the requirement to obtain approval
■ Approves the grant or revocation of general powers of attorney
■ Approves cases in which the Executive Board grants employees retirement pensions or other
individually negotiated retirement benefits, or proposes to enter into employer/works council
agreements establishing pension plans
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at: ☑ www.deutsche-boerse.com/supervboard.
(since 4 Sep 2018)
■ Barbara Lambert (since 16 May 2018)
■ Cornelis Kruijssen¹
(since 4 Sep 2018)
■Susann Just-Marx¹)
(16 May - 15 Aug 2018)
(16 May - 15 Aug 2018)
■Hans-Peter Gabe¹)
■ Nadine Absenger¹)
(since 24 May 2018)
■ Joachim Nagel (Chairman)
(until 24 May 2018)
■Richard Berliand (Chairman)
Members
Risk Committee
2) Employee representative
1) The Nomination Committee and the Personnel Committee, which up until 3 January 2018 was an independent committee, were combined into one joint
committee with effect from that date. The members of the Personnel Committee were Joachim Faber (Chairman), Ann-Kristin Achleitner, Marion Fornoff and Amy
Yip. The Chairman of the Supervisory Board also chaired the Nomination Committee. The tasks and duties of the Personnel Committee were identical with those
of the joined Nomination Committee, with the exception of the proposal of suitable candidates to the Supervisory Board for recommendation to the Annual General
Meeting and various other tasks and duties established in section 4b (5) of the BörsG.
■Markus Beck2) (since 4 Sep 2018)
(until 16 May 2018)
■ Deals with issues relating to the contracts of service for Executive Board members and, in
particular, to the structure and amount of their remuneration
■ Joachim Faber (Chairman)
■ Deals with issues relating to the preparation of the annual budget and financial topics, particularly
capital management
Responsibilities
■ Persons who cannot chair the committee: the Chairman of the Supervisory Board; former
members of the company's Executive Board whose appointment ended less than two years ago
■ Prerequisites for the chair of the committee: the person concerned must be independent and must
have specialist knowledge and experience in applying accounting principles and internal control
processes (financial expert)
Composition
■ Joachim Nagel (since 24 May 2018)
■ Jutta Stuhlfauth" (since 4 Sep 2018)
■Johannes Witt" (until 16 May 2018)
■Monica Mächler (until 16 May 2018)
(16 May 15 Aug 2018)
■ Hans-Peter Gabe¹)
■ Karl-Heinz Flöther
■Markus Beck" (since 4 Sep 2018)
(since 16 May 2018)
■ Nadine Absenger¹
■ Ann-Kristin Achleitner
(Chairperson) (since 16 May 2018)
■Barbara Lambert
■ Erhard Schipporeit (Chairman)
(until 16 May 2018)
■Deals with issues relating to the adequacy and effectiveness of the company's control systems - in
particular, to risk management, compliance and internal audit
■ Audit reports
At least four members who are elected by the Supervisory Board
■ Half-yearly financial reports, plus any quarterly financial reports, if applicable
Members
Nomination Committee¹)
Further infomation
■ Deals with accounting issues, including oversight of the accounting and reporting process
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
186
1) Employee representative
Notes
■ Issues the engagement letter to the external auditor of the annual financial statements and the
consolidated financial statements - including, in particular, the review or audit of half-yearly
financial reports, and determines focal areas of the audit and the audit fee
Audit Committee
Members
■ Prepares the Supervisory Board's resolution approving the German Corporate Governance Code
pursuant to section 161 of the AktG and the corporate governance statement in accordance with
section 289f of the HGB
■ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election
of the external auditors of the annual financial statements, the consolidated financial statements
and the half-yearly financial report (to the extent that the latter is audited or reviewed by external
auditors) and makes corresponding recommendations to the Supervisory Board
■ Examines the annual financial statements, the consolidated financial statements and the combined
management report (including the combined non-financial statement), discusses the audit report
with the external auditors and prepares the Supervisory Board's resolutions adopting the annual
financial statements and approving the consolidated financial statements, as well as the resolution
on the Executive Board's proposal on the appropriation of the unappropriated surplus
■ Deals with non-audit services rendered by the external auditor
■ Deals with the required independence of the external auditor
Nationality: German
in the Corporate & Regulatory
Legal section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 15 August 2018
Richard Berliand, *1962
Independent Management
Consultant, Lingfield, Surrey
Nationality: British
Board member
since 7 October 2005
Karl-Heinz Flöther, *1952
Independent Management
Consultant, Kronberg im Taunus
Nationality: German
since 24 May 2018
Matin Jetter, *1959
Member of the Management Board
IBM Corporation, New York
Senior Vice President &
Executive Officer
Senior Expert, staff member
IBM Global Technology Services,
New York
Board member
Board member
since 16 May 2012
In-House Legal Counsel
Joachim Faber, *1950
Chairman
since 11 May 2016
Notes
Susann Just-Marx, ¹) *1988
Senior Sales Manager
Further information
The Supervisory Board
Independent Management
Consultant, Grünwald
Nationality: German
Board member
since 20 May 2009
Jutta Stuhlfauth,¹) *1961
Deputy Chairwoman
Lawyer, M.B.A. (Wales)
Staff member in the Group
Organisational Services
department Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2012
Nadine Absenger, ¹) *1975
Head of the legal department
Deutscher Gewerkschaftsbund,
National Executive Board, Berlin
Nationality: German
Board member
since 16 May 2018
Ann-Kristin Achleitner, *1966
Scientific Co-Director
Center for Entrepreneurial and
Financial Studies (CEFS)
at the Technische Universität
München (TUM), Munich
Nationality: German
Board member
Markus Beck,¹) *1964
European Energy Exchange AG,
Leipzig
Staff member in the Performance &
Compensation, People Analytics
and Learning section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
Achim Karle,¹) *1973
Staff member in the Equity &
Index Sales EMEA unit
Eurex Frankfurt AG,
Frankfurt/Main
Nationality: German
Board member
Executive and Supervisory Boards | The Supervisory Board
Management report
Financial statements
Notes
Further information
Former members of
the Supervisory Board
Marion Fornoff,¹) *1961
Staff member in the People
Relations & Employee
Engagement Germany,
Switzerland,
Czech Republic section
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
from 16 May 2012
to 15 August 2018
Hans-Peter Gabe,¹) *1963
Financial statements
from 21 May 1997
to 15 August 2018
Craig Heimark, *1954
Managing Partner
Deutsche Börse Group | Annual report 2018
Nationality: German
Board member
since 15 August 2018
14
since 13 May 2015
since 28 August 2018
Cornelis Kruijssen¹) *1963
Expert, staff member in
the Service Management unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: Dutch
Board member
since 15 August 2018
Barbara Lambert, *1962
Independent Management
Consultant, La Rippe, Switzerland
Nationality: German, Swiss
Board member
since 16 May 2018
Joachim Nagel, *1966
Member of the Executive Board
KfW Group, Dreieich
Nationality: German
Board member
since 24 May 2018
Carsten Schäfer,¹) *1967
Expert, staff member in the
Non-Financial Risk Advisory &
Oversight unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 28 August 2018
Gerd Tausendfreund, ¹) *1957
Trade union secretary in the
financial services department
ver.di national administration,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2018
Amy Yip, *1951
Managing Partner
RAYS Capital Partners Limited,
Hong Kong
Nationality: Chinese (Hong Kong)
Board member
1) Employee representative
Management report
Chief Information Officer/
Deutsche Börse Group | Annual report 2018
11
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
Further information
Chief Executive Officer
The Executive Board
12
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
Further information
from left to right: Hauke Stars, Gregor Pottmeyer, Christoph Böhm, Thomas Book, Stephan Leithner, Theodor Weimer
Theodor Weimer
throder weimer
Yours sincerely,
20
At the regular meeting on 16 May 2018, we discussed the forthcoming Annual General Meeting with
the Executive Board, which was attended by Supervisory Board members Craig Heimark, Monica
Mächler, Erhard Schipporeit and Johannes Witt for the last time.
At the regular meeting on 9 March 2018, we discussed Deutsche Börse AG's financial statements as
well as the consolidated financial statements for 2017 and the remuneration report, in the presence of
the external auditors. We approved the 2017 financial statements and consolidated financial statements,
having carried out our own detailed examination, in line with the recommendation by the Audit Commit-
tee, which had already examined the documents in depth, in preparation for our meeting. We also adopted
the report of the Supervisory Board for 2017, the combined corporate governance statement and cor-
porate governance report in an amended version, as well as the agenda for the 2018 Annual General
Meeting. In addition, we gained a detailed overview of the business performance of the 360T and EEX
subgroups.
Our technology workshop on 9 March 2018 focused intensely on the changes taking place in the
energy markets. We discussed possible product developments and innovations, as well as the resulting
prospects for Deutsche Börse Group.
Hawthorne Group LLC, Palo Alto
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Letter from the CEO
Management report
Financial statements
Notes
Further information
We do however expect to maintain the same forecast for organic growth in the current year. Thus,
identical to our forecast for 2018, we expect net revenue from structural growth opportunities in
2019 to increase by at least 5 per cent. The financial derivatives, commodities, foreign-exchange
trading and investment fund services areas are expected to be the drivers of this growth.
Hand-in-hand with efficient cost management, we expect the adjusted net profit attributable to you as
Deutsche Börse AG shareholders in 2019 to rise by around 10 per cent. Depending on the degree
of volatility, this growth may also be slightly higher or lower. We expressly confirm our mid-term growth
expectations for an increase in adjusted net income of 10 to 15 per cent per annum on average within
the scope of our "Roadmap 2020" strategy.
All in all, I am pleased to say that the path we embarked on in 2018, with our "Roadmap 2020” as
our guide, has turned out to be the right one for Deutsche Börse Group. We will continue to follow this
path - though our expectations for 2019 are more modest following our strong performance in 2018.
Following this path also means affirming our commitment to a Group-wide sustainability strategy.
In our view, sustainability should be a natural part of capital allocation, which is why we are a member
of the United Nations Global Compact, promoting the implementation of its principles in the areas of
human rights, labour, the environment and anti-corruption.
In 2018, Deutsche Börse Group continued to institutionalise its commitment in the area of sustainable
finance. We founded the “Green and Sustainable Finance Cluster Germany" together with the Hesse
Ministry of Economics. The Cluster is comprised of leading financial institutions, which – in close dialogue
with the real economy, policymakers, civil society and academia – have committed themselves to
designing and implementing a strategic concept to establish a sustainable financial sector in Germany.
Dear shareholders, the trust you have placed in us during the past year not only motivated us but also
compelled us to consistently strive to achieve the best we can. We have made every effort possible
to ensure you are rewarded accordingly. The market has honoured your loyalty, as well as our efforts,
with an increase in our share price, contrary to the overall trend. And while it is certainly a tall order to
surpass the level of growth achieved last year, we hope that you will continue to place your confidence
in us. As shareholders, you will be investing in the future of your company, in the future of your fortune,
and in the stability of our economy.
Theodor Weimer, *1959
Dr. rer. pol.
Wiesbaden
Chief Executive Officer,
Deutsche Börse AG
Christoph Böhm, *1966
(since 1 November 2018)
Dr.-Ing.
responsible for Cash Market,
Pre-IPO & Growth Financing and
Human Resources/Director of
Labour Relations
Former members of
the Executive Board
Andreas Preuss, *1956
(until 31 October 2018)
Graduate degree in
Business Administration
(Diplom-Kaufmann)
Frankfurt/Main
Member of the Executive Board
and Deputy Chief Executive Officer,
Deutsche Börse AG,
Chief Information Officer/
Chief Operating Officer
Jeffrey Tessler, *1954
(until 30 June 2018)
MBA
Luxembourg
Member of the Executive Board,
Deutsche Börse AG,
responsible for Clients,
Products & Core Markets
As at 31 December 2018
(unless otherwise stated)
Detailed information about the members of the Executive Board and
their appointments to supervisory bodies of other companies or comparable
control bodies, as well as their CVs can be found on the internet under:
www.deutsche-boerse.com/execboard
13
Member of the Executive Board,
Deutsche Börse AG,
Executive and Supervisory Boards | The Supervisory Board
Hauke Stars, *1967
Engineering degree in
applied computer science
(Diplom-Ingenieurin Informatik),
MSc by research in Engineering
Königstein im Taunus
(Diplom-Kaufmann)
Hamburg
Member of the Executive Board and
Chief Operating Officer,
Deutsche Börse AG
Thomas Book, *1971
(since 1 July 2018)
Dr. rer. pol.
Kronberg im Taunus
Member of the Executive Board,
Deutsche Börse AG,
responsible for Trading & Clearing
Stephan Leithner, *1966
(since 2 July 2018)
Dr. oec. HSG
Bad Soden am Taunus
Member of the Executive Board,
Deutsche Börse AG,
responsible for Post-Trading,
Data & Index
Gregor Pottmeyer, *1962
Graduate degree in
Business Administration
Bad Homburg v.d. Höhe
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
Nationality: US-American
13
from 7 October 2005
100
Barbara Lambert (since 16 May 2018)
12
12
100
Monica Mächler (until 16 May 2018)
9
9
8
100
11
11
100
Florian Rodeit (from 16 May to 15 August 2018)
2
2
100
Carsten Schäfer (since 28 August 2018)
Joachim Nagel (since 24 May 2018)
6
8
6
Hans-Peter Gabe (until 15 August 2018)
10
10
100
Craig Heimark (until 16 May 2018)
5
5
100
100
Martin Jetter (since 24 May 2018)
11
100
Susann Just-Marx (since 15 August 2018)
6
6
100
Achim Karle (since 28 August 2018)
Cornelis Kruijssen (since 15 August 2018)
6
11
6
100
Erhard Schipporeit (until 16 May 2018)
Financial statements
Notes
Further information
It was necessary to appoint new Executive Board members to replace the two long-serving members
of the Executive Board, Jeffrey Tessler and Andreas Preuss, whose contracts had expired. The new
appointments were made within the scope of a planned, comprehensive restructuring of the company's
Executive Board positions. As a result of the new division of responsibilities, the Executive Board
was expanded from five to six members. The three new Executive Board members appointed by the
Supervisory Board in the year under review are Thomas Book (Trading & Clearing), Stephan Leithner
(Post-Trading, Data & Index business) and Christoph Böhm as Chief Information Officer (CIO) and
Chief Operating Officer (COO). The appointments were made on the basis of a comprehensive list of
candidates and following extensive discussion, initially within the Nomination Committee and finally
in the Supervisory Board plenary meeting. Please refer to the ☑“Personnel matters" section for details.
Significant personnel and structural changes were also made within the Supervisory Board during the
year under review. There was a sustainable increase in employee numbers at Deutsche Börse AG and
its Group entities in Germany. Hence, the Supervisory Board has consisted of an equal number of
shareholder representatives and employee representatives, in accordance with the rules of the Mitbe-
stimmungsgesetz (MitbestG, German Co-determination Act), since the elections held at the Annual
General Meeting on 16 May 2018. The corresponding election of employee representatives was con-
cluded on 15 August 2018. Prior to this, and effective until the end of the Annual General Meeting,
six employee representatives had been appointed to the Supervisory Board on a provisional basis by
order of the court. The Annual General Meeting also resolved to extend the Supervisory Board from
12 to 16 members, thus reflecting its equal representation, the company's growth and the more
stringent regulatory requirements of the Supervisory Board's monitoring function. The amendment to
the Articles of Association for enlarging the Supervisory Board came into effect as at 24 May 2018.
For details on the fundamental renewal of Supervisory Board personnel within the scope of the new
elections in the year under review, please refer to the ☑“Personnel matters" section.
In the second half of the year, the investigation proceedings against the former CEO Carsten Kengeter
required our attention once again. These proceedings were initiated by the Public Prosecutor's Office in
Frankfurt/Main due to an alleged violation of the insider trading ban and an alleged failure to disclose
an ad-hoc announcement. We took note of and approved the Executive Board's decision to accept the
prospective amended fine from the Public Prosecutor to close the proceedings. This took place following
an intensive discussion with the Executive Board on its careful consideration of the benefits and draw-
backs for the company's well-being and after in-depth consultation within the Supervisory Board.
Another key issue of our Supervisory Board work in 2018 was to address the Deutsche Börse Group's
preparations for the pending exit of the United Kingdom from the European Union (Brexit), and the
resulting opportunities and risks. The efficiency, appropriateness and effectiveness of internal control
systems, as well as the handling of findings of internal control functions, external auditors and regulatory
authorities constituted another focal point of our work.
In addition, the Executive Board regularly informed us about Deutsche Börse AG's share price perform-
ance and other performance indicators, as well as those of its competitors. The Executive Board also
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.
Management report
The Chairman of the Supervisory Board also met with institutional investors at the beginning of the year
and in autumn to discuss current governance issues concerning the Supervisory Board with them. He
provided a summary report of his dialogue with the investors in the plenary meetings.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements
Notes
Further information
Our plenary meetings and workshops during the reporting period focused particularly on the following
issues:
At our regular meeting on 19 February 2018, we addressed in detail the preliminary results for the
2017 financial year and the dividend proposed by the Executive Board for that year. We also resolved
the amount of the variable remuneration payable to the Executive Board for the 2017 financial year,
following a detailed examination. Furthermore, we adopted the corporate governance report and the
corporate governance declaration for the 2017 financial year and resolved measures to further enhance
the efficiency of the Supervisory Board's work. We also discussed the current status of the legal proceed-
ings and actions of Clearstream Banking S.A. in the US and Luxembourg in conjunction with business
conducted with Iranian customers and assets. Other issues we addressed were the forthcoming changes
brought about by the future application of the MitbestG; we agreed to amend our bylaws as at the end
of the 2018 Annual General Meeting. Finally, we approved the refinancing of a €600 million corporate
bond set to expire in spring 2018.
19
Executive and Supervisory Boards | Report of the Supervisory Board
18
During the year under review, the Supervisory Board members also focused extensively on the extensive
personnel and structural changes that took place in both the Executive Board and the Supervisory Board.
9
8
89
Gerd Tausendfreund (until 16 May 2018)
9
9
100
Johannes Witt (until 16 May 2018)
Amy Yip
8
8
100
13
13
100
Average attendance rate
99
1) Since attendance at workshops is voluntary for Supervisory Board members, such workshops are not taken into account when calculating the average attendance rate.
Topics addressed during plenary meetings of the Supervisory Board
During the reporting period, we discussed the further strategic orientation of Deutsche Börse Group in
great detail. The Executive Board involved the Supervisory Board in the development of the “Roadmap
2020" growth strategy at an early stage, providing comprehensive advisory support. Within the scope
of the growth strategy's implementation, we regularly discussed and provided comprehensive support
on the realignment of the business activities and the Group's organisational structure. For details on
the growth strategy, please refer to the ☑“Deutsche Börse Group's objectives and strategies" section
in the combined management report.
100
Board member
10
Marion Fornoff (until 15 August 2018)
15
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements
Notes
Further information
Report of the Supervisory Board
Detailed information about the members of the Supervisory Board, their additional
appointments to supervisory bodies of other companies or comparable control bodies,
as well as their CVs can be found on the internet under:
www.deutsche-boerse.com/supervboard
Joachim Faber
16
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements
Notes
Further information
During the year under review, Deutsche Börse AG's Supervisory Board discussed the company's position
and prospects in depth, performing the tasks assigned to it by law and the company's Articles of Asso-
ciation and bylaws. We regularly advised the Executive Board on its management of the company,
monitored its work and were involved in all fundamental decisions.
Chairman of the Supervisory Board
The 2018 financial year was characterised by important changes in the governing bodies. Two-thirds of
the Executive Board were reelected in the financial year, and 10 of the 16 members on the Supervisory
Board were reappointed.
1) Employee representative
As at 31 December 2018
to 16 May 2018
Monica Mächler, *1956
Member of different
supervisory bodies,
Pfäffikon
Nationality: Swiss
Board member
from 16 May 2012
to 16 May 2018
Florian Rodeit, *1975
Head of Section, Finance Operations,
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
(unless otherwise stated)
Board member from
Erhard Schipporeit, *1949
Independent Management
Consultant, Hanover
Nationality: German
Board member
from 7 October 2005
to 16 May 2018
Johannes Witt,¹) *1952
Former staff member in
the Financial Accounting &
Controlling department
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
from 21 May 1997
to 16 May 2018
16 May 2018 to 15 August 2018
We held ten plenary meetings during 2018, including three extraordinary meetings and one constituent
meeting. In addition, five workshops were held on the issues of technology (March and September);
strategy (April); legal, regulatory and compliance issues (June); and on the business performance and
strategy of our post-trading business, the Clearstream subgroup (June).
At our meetings, the Executive Board provided us with comprehensive and timely information in accord-
ance with the legal requirements. The issues discussed covered the course of business, the company's
and the Group's position, as well as the company's strategy and planning (regularly including the risk
situation, risk management and compliance). We discussed all of the company's significant transactions
in the plenary meetings and in the Supervisory Board committees based on reports provided by the
Executive Board. The high frequency of plenary and committee meetings and workshops ensured an
active exchange of information between the Supervisory Board and the Executive Board. In addition,
the CEO kept the Chairman of the Supervisory Board continuously informed of the current developments
affecting the company's business, significant transactions, upcoming decisions and the long-term
outlook and discussed these issues with him.
The Executive Board submitted all measures to the Supervisory Board requiring Supervisory Board
approval in accordance with the law, the company's Articles of Association and bylaws. The Supervisory
Board approved these measures. The Supervisory Board also confirmed in other respects that the
Executive Board's actions were lawful, due and proper, and appropriate.
11
10
91
Ann-Kristin Achleitner
13
100
Markus Beck (since 15 August 2018)
8
Nadine Absenger (since 16 May 2018)
8
Richard Berliand (Deputy Chairman until 16 May 2018)
21
21
100
Karl-Heinz Flöther
20
20
100
100
100
20
20
The average attendance rate for all Supervisory Board members at the plenary and committee meetings
was 99 per cent during the year under review. The members also attended more than half of the plenary
and committee meetings of which they were members.
17
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements
Notes
Further information
The Supervisory Board members' detailed attendance record is as follows:
Attendance of Supervisory Board members at meetings in 2018
Meetings
(incl. committees)¹)
Meeting attendance
%
Joachim Faber (Chairman)
17
17
100
Jutta Stuhlfauth (Deputy Chairperson since 16 May 2018)
10
Deutsche Börse Group | Annual report 2018
At the strategy workshop on 25 April 2018, we had an intensive discussion with the Executive Board
about the main features of the "Roadmap 2020" growth strategy presented and its planned imple-
mentation. We also dealt with the medium-term financial planning.
At the extraordinary meeting on 25 April 2018, we appointed three new members to the Executive
Board. Thomas Book was an internal candidate appointed as a member of the Executive Board for the
trading & clearing division. Stephan Leithner was appointed as Executive Board member, responsible for
the post-trading, data & index businesses, succeeding Jeffrey Tessler in post-trading. Both appointments
were effective from the beginning of July 2018 for a period of three years. Christoph Böhm was also
appointed as a member of the Executive Board. As the successor to Andreas Preuss, he assumed the
role of CIO/COO as at 1 November 2018. He was also appointed for a period of three years. Jeffrey
Tessler and Andreas Preuss agreed to resign early from the Executive Board, effective from the assump-
tion of office of the new Executive Board members.
Net profit for the period
322.1
2,770.9
322.1
2,770.9
86.8
4,191.6
911.2
4,091.0
86.8
911.2
4,091.0
12
31.3
34.8
34.8
321.0
2,865.6
52.3
952.7
84.8
76.4
14.8
2.2
2.2
130.9
113.4
113.4
13
108.8
101.6
1,057.1
76.4
11
(restated)
€m
€m
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Payments on account and assets under development
Other intangible assets
Property, plant and equipment
Fixtures and fittings
Computer hardware, operating and office equipment
Payments on account and construction in progress
Financial assets
Equity investments measured at FVOCI¹)
Debt financial assets measured at amortised cost
Financial assets at FVPL²)
Financial instruments held by central counterparties
Derivatives
Other financial debt assets at FVPL
Available-for-sale financial assets
Loans and receivables
Investment in associates and joint ventures
Other non-current assets
31 Dec 2017
Note
31 Dec 2018
€m
1 Jan 2018
1,574.1
9,985.4
0
17.3
4,837.2
0.1
15.9
Derivatives
4.7
Other financial assets at FVPL
0.4
5.2
1.5
79,510.7
5.2
0
Available-for-sale financial assets
13
Loans and receivables
Income tax assets
Other current assets
14
55.9
639.8
115,101.2
Restricted bank balances
Other cash and bank balances
Total current assets
Total assets
29,833.6
1,322.3
146,257.1
161,899.1
91.3
451.7
93,566.4
29,392.0
1,297.6
124,256.0
135,136.1
254.5
12,922.9
91.3
451.7
93,568.1
29,392.0
1,297.6
124,257.7
135,141.4
1) FVOCI = fair value through other comprehensive income
2) FVPL fair value through profit or loss
79,510.7
Assets
94,280.3
13
4,837.2
0.1
1.2
1,692.0
11,168.6
42.5
4.1
6,528.9
38.7
4.1
4.9
6,535.4
38.7
10
104.3
15,642.0
104.0
10,880.1
4.1
101.1
10,883.7
Deferred tax assets
Total non-current assets
CURRENT ASSETS
Debt financial assets measured at amortised cost
13
Trade receivables
397.5
Other financial assets at amortised cost
19,722.6
333.3
13,172.7
331.8
Financial assets at FVPL
Financial instruments held by central counterparties
200
as at 31 December 2018
Further information
-1.5
-391.4
852.5
896.0
824.3
874.3
28.2
21.7
23
4.46
4.68
23
-0.6
-303.7
4.46
198
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements | Consolidated statement of comprehensive income
Notes
Further information
Consolidated statement of comprehensive income
for the period 1 January to 31 December 2018
Net profit for the period reported in consolidated income statement
Items that will not be reclassified to profit or loss
Changes from defined benefit obligations
4.68
10
1,288.9
1,156.8
thereof net profit for the period attributable
to Deutsche Börse AG shareholders
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
1) For details regarding the restated figures, please see note 3.
56
-824.0
-650.5
-516.2
-481.1
-1,340.2
-1,131.6
8
4.2
197.8
1,443.7
1,528.5
11, 12
-210.5
-159.9
1,233.2
1,368.6
9
9
7.4
-83.8
6.6
-86.3
Equity investments measured at FVOCI")
Other
Deferred taxes
Note
-89.5
Deferred taxes
10, 15
-3.9
46.9
8.5
-66.0
Other comprehensive income after tax
-16.1
-43.8
Total comprehensive income
thereof Deutsche Börse AG shareholders
thereof non-controlling interests
1) FVOCI = fair value through other comprehensive income
836.4
852.2
806.4
835.9
30.0
16.3
199
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements | Consolidated balance sheet
Notes
0
Consolidated balance sheet
Remeasurement of other financial instruments
0
2018
€m
2017
(restated)
€m
852.5
896.0
-23.9
30.6
-7.2
0
-0.3
0
10, 15
6.8
-8.4
-24.6
22.2
Items that may be reclassified subsequently to profit or loss
Exchange rate differences
15
12.8
-27.8
Other comprehensive income from investments using the equity method
-0.4
0.9
Remeasurement of cash flow hedges
3.5
to non-controlling interests
13
Financial statements
191
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further infomation
Share of women holding management positions
In line with the Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungs-
positionen in der Privatwirtschaft und im öffentlichen Dienst (FührposGleichberg, German Act on the
Equal Participation of Women and Men in Leadership Positions in the Private and Public Sectors),
Deutsche Börse AG's Supervisory Board has defined target quotas for women on the Supervisory Board
and the Executive Board in accordance with section 111 (5) of the AktG. The first minimum targets that
were set - 33.33 per cent of the Supervisory Board members and 20 per cent of the Executive Board
members were to be women - were complied with by the end of the implementation period on 30 June
2017. The quota of women on the Executive Board was 20 per cent at such point in time. The quota
of women on the Supervisory Board was 41.67 per cent and thus above the self-set target.
With regard to the Supervisory Board, the legally prescribed gender quota of 30 per cent in accordance
with section 96 (2) of the AktG applies instead of the self-set minimum quota in accordance with
section 111 (5) of the AktG; this has been in effect since the application of the MitbestG to Deutsche
Börse AG as of the Annual General Meeting in 2018. In order to prevent the possible discrimination of
either shareholder representatives or employee representatives, and in order to increase the planning
security in the relevant election procedures, the shareholder representatives on the Supervisory Board
have opposed the overall compliance of the quota in accordance with section 96 (2) of the German
Stock Corporation Act. Thus, the minimum proportion of 30 per cent is to be complied with for each
gender with regard to the shareholder representatives and the employee representatives. This means that
at least to women and two men from each the shareholder representatives and from the employee
representatives must be on the Supervisory Board. Currently, there are three women each from the
shareholder representatives and from the employee representatives. The legally prescribed gender quota
is thus complied with.
Effective 1 July 2017, the Supervisory Board decided to extend the 20 per cent target quota of women
on the Executive Board until 31 December 2021. The target quota was initially at 20 per cent in the
reporting year for the Executive Board. This quota, however, declined due to the increase on the Executive
Board to six members as of 1 July 2018, despite the fact that the actual number of women on the
Executive Board did not change. The quota of women on the Executive Board is currently 16.7 per cent.
At present, no Executive Board member has passed the age limit of 65 years. CEO Theodor Weimer,
who was appointed with effect from 1 January 2018, will be 61 years old at the end of his current term
of office.
The Supervisory Board intends to comply with the 20 per cent target quota for women on the Executive
Board and also intends to further increase the quota for women on the Supervisory Board. This will be
taken into account in future personnel decisions.
The composition of the Executive Board and the Supervisory Board shall reflect the company's
international activities. Since the 2018 Annual General Meeting, there have been three members on the
Supervisory Board holding non-German citizenship: Richard Berliand, Barbara Lambert and Amy Yip.
Martin Jetter is a German citizen, but is resident in the USA. Cornelis Kruijssen, employee representative
on the Supervisory Board, has the Dutch nationality. The same applies to Carla Streit and Charles
Stonehill, who were proposed by the Supervisory Board to the Annual General Meeting for election as
new Supervisory Board members. Ms Streit is a German and a US citizen, Mr Stonehill is a US
and a British citizen. In addition, many of the current and designated members of the Supervisory
Board have long-term professional experience in the international field or are even working abroad
on a permanent basis. The Supervisory Board will therefore continue to meet the objectives
concerning its international composition.
192
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further infomation
The same applies to the Executive Board, where Stephan Leithner holds non-German citizenship, and
whose members have gained long-standing international working experience as well.
Educational and professional background
The Supervisory Board has set itself the objective of considering an appropriate range of educational
and professional backgrounds regarding its own composition, as well as regarding the composition of the
Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these
objectives. In addition to possessing professional experience in the financial services industry, members
of the Executive Board and the Supervisory Board also have a professional background in consultancy,
the IT sector, administration and regulation, academia and auditing. In terms of academic education,
economic and legal degrees prevail, in addition to backgrounds in IT and engineering. Education and
professional experience thus also contribute to fulfilling the previously mentioned qualification
requirements for Supervisory Board members.
International profile
The flexible age limit for members of the Executive Board provides for the term of office to expire at the
end of the month during which a member reaches the age of 60 years. From the month during which an
Executive Board member has reached the age of 60, reappointment is permitted for a period of one year
in each case, provided that the last term of office shall expire at the end of the month during which the
Executive Board member reaches the age of 65. When appointing members of the Executive Board,
the Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board
from the company's perspective. In this context, experience and industry knowledge, as well as
professional and personal qualifications, play a major role. Depending on the Executive Board position to
be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills
are up to date. The flexible age limit has been deliberately worded to preserve the Supervisory Board's
flexibility in taking decisions on appointments.
As a result, Craig Heimark and Erhard Schipporeit, who have been members of the Supervisory Board
since 2005, resigned from the Supervisory Board as of the 2018 Annual General Meeting. At the
same time, however, to ensure the balance between personnel changes and continuity in the work of
the Supervisory Board and preserve its knowledge and experience, the Supervisory Board proposed the
re-election of Richard Berliand, - a member of the Supervisory Board since October 2005 – to the 2018
Annual General Meeting. The proposal to extend Mr Berliand's term of office beyond the general
limitation to members' maximum term of office was based, in particular, on his profound experience with
exchange enterprises and their processes gained over many years and his extensive knowledge of
financial markets infrastructure providers. The Annual General Meeting welcomed the proposal,
re-electing Mr Berliand to the Supervisory Board. He is now set to resign at the end of the 2019 Annual
General Meeting.
_
Sales revenue
for the period 1 January to 31 December 2018
Consolidated income statement
Further information
Financial statements | Consolidated income statement
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
348 Independent Auditor's Report
347 Responsibility statement by the
Executive Board
Other disclosures
Consolidated balance sheet disclosures
Consolidated income statement disclosures
Basis of preparation
financial statements
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further infomation
Diversity concept for the Executive Board and the Supervisory Board
The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory
Board in accordance with section 289f (2) no. 6 of the HGB, has the objective of ensuring a wide range
of perspectives and experience through the composition of both bodies. The concept is implemented
within the scope of appointing new Executive Board members or regarding nominations for election of
new Supervisory Board members.
Flexible age limit and term of office
The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when
nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board's
bylaws provide for a general limitation to members' maximum term of office to twelve years, which
the Supervisory Board shall also consider in its nominations of candidates to the Annual General Meeting.
The composition of both Deutsche Börse AG's Supervisory Board and Executive Board is in line with the
objectives stated above. Please refer to ☑www.deutsche-boerse.com/supervboard for further informa-
tion concerning the members of the Supervisory Board and its committees. For further information
concerning the members of the Executive Board, please see ☑www.deutsche-boerse.com/execboard.
Net interest income from banking business
Preparations for the election of shareholder representatives to the Supervisory Board
When selecting appropriate candidates, the committee has taken into account the above criteria.
Following a preliminary selection and several personal interviews with the candidates, the Nomination
Committee has decided to propose to the Supervisory Board Clara Streit and Charles Stonehill as
candidates for election by the Annual General Meeting.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further infomation
Accounting and auditing
Deutsche Börse AG's annual report provides shareholders and interested members of the public with
detailed information on Deutsche Börse Group's business performance during the reporting period.
Additional information is published in its half-yearly financial report and two quarterly statements. The
annual financial statement documents and the annual report are published within 90 days of the end of
the financial year (31 December); intra-year financial information (half-yearly financial report and
quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the consolidated and annual financial statements
are discussed by the entire Supervisory Board and with the external auditors, examined, and then
approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first
and third quarters with the Supervisory Board's Audit Committee prior to their publication. The half-
yearly financial report is reviewed by the external auditors. In line with the proposal by the Supervisory
Board, the 2018 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (KPMG) to audit its
2018 annual and consolidated financial statements and to review its half-yearly financial report in the
year under review. KPMG was also instructed to perform a review of the contents of the combined non-
financial statement during the 2018 financial year. The lead auditor, Sven-Olaf Leitz, and the deputy
lead auditor, Klaus-Ulrich Pfeiffer, have been responsible for the audit since 2018. The Supervisory
Board's proposal was based on the recommendation by the Audit Committee. The Audit Committee
obtained the necessary statement of independence from KPMG before the election. This states that there
are no personal, business, financial or other relationships between the auditor, 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 auditor's independence. The Audit Committee
checked that this continued to be the case during the reporting period. It also oversaw the financial
reporting process in 2018. The Supervisory Board was informed in a timely manner of the Committee's
work and the insights gained; there were no material findings. Information on audit services and fees is
provided in note 6 to the consolidated financial statements.
196
Consolidated financial
statements/notes
198
195
Consolidated financial statements
199
Consolidated statement of comprehensive income
200
Consolidated balance sheet
202
Consolidated cash flow statement
204
Consolidated statement of changes in equity
206
Notes to the consolidated
206
198 Consolidated income statement
Additionally, Deutsche Börse AG submitted a COP for 2018 to the UN Global Compact. Responsible
corporate governance is one of Deutsche Börse Group's core concerns, which is why it has complied
with the Global Compact's principles for many years. Public records of this have been available since the
company officially joined the initiative in 2009: ☑www.deutsche-boerse.com > Sustainability > Our
responsibility > UN Global Compact.
Ad hoc disclosures, information on directors' dealings and voting rights notifications, corporate reports
and interim reports, and company news can all be found on Deutsche Börse's website: www.deutsche-
boerse.com. Deutsche Börse AG provides information about its consolidated and annual financial state-
ments at an annual press briefing. It also offers conference calls for analysts and investors following the
publication of the interim reports. Furthermore, when outlining its strategy and providing information to
everyone who is interested, it abides by the principle that all target groups worldwide must be informed
at the same time.
To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders'
associations, the media and interested members of the public of key events such as the date of the
AGM, or publication dates for financial performance indicators.
Clara Streit was active for many years as a management consultant and senior partner at McKinsey &
Company. She also has many years of experience as an independent member of supervisory boards
and boards of directors of national and international listed companies, in particular in the financial
sector. Currently she is exercising a mandate on the board of directors of Vontobel Holding AG, on the
supervisory board of Vonovia SE and on the supervisory board of NN Group NV.
Charles Stonehill has many years of experience in the financial services industry. He acquired his
encompassing expertise regarding capital market topics - among others - in leading positions at JP
Morgan, Morgan Stanley, CS First Boston and Lazard Frères Inc. He is a member of a several boards of
directors. Among others, Mr. Stonehill is the deputy chairman of the board of directors of Julius Baer
Group Ltd. and of Bank Julius Baer & Co. Ltd. and a member of the board of directors of AXA Equitable
Life Insurance Company and AXA Equitable Holdings Inc.
193
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
312
Notes
Further infomation
Training and professional development measures for members of the Supervisory Board
As a matter of principle, Supervisory Board members are responsible for their continuing professional
development. Deutsche Börse AG complies with the recommendation of section 5.4.5 (2) of the Code as
well as the guidelines of the European Securities and Markets Authority (ESMA) on the management
bodies of market operators and data provision services, and supports Supervisory Board members in this
endeavour for example, by organising targeted introductory events for new Supervisory Board members
or workshops on selected strategy issues as well as on professional topics (if required). Thus, in addition
to a strategy workshop, two technology workshops, workshops on Deutsche Börse Group's regulatory
strategy and the post-trading business, as well as workshops on the tasks and duties of the Supervisory
Board, were held during the year under review.
-
Examination of the efficiency of Supervisory Board work
Deutsche Börse AG regards regular reviews of the efficiency of Supervisory Board work - in accordance
with section 5.6 of the Code - as a key component of good corporate governance. The 2018 efficiency
audit was dedicated to the following areas: tasks of the Supervisory Board and performance of its duties,
cooperation within the Supervisory Board and between the Executive Board and the Supervisory Board,
as well as Supervisory Board organisations and meetings. The review yielded overall positive results.
Where it identified room for improvement, optimising proposals were discussed by the Supervisory Board
and measures for their execution implemented.
Target figures for the proportion of female executives beneath the Executive Board
In accordance with the FührposGleichberg, Deutsche Börse AG's Executive Board has defined target
quotas for women on the two management levels beneath the Executive Board, in accordance with
section 76 (4) of the AktG, in each case referring to Deutsche Börse AG. By 31 December 2021, the
proportion of women holding positions in the first and second management levels beneath the Executive
Board is planned to amount to 15 per cent and 20 per cent, respectively. As per 31 December 2018,
the share of women holding positions on the first and second management levels beneath the Executive
Board at Deutsche Börse AG in Germany was 14 per cent and 16 per cent, respectively.
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020 and of women
holding lower management positions to 30 per cent during the same period. The Group maintains this
ambition and has extended the scope of its voluntary commitment over and above the legal requirements.
Firstly, the target figures determined in this context relate to Deutsche Börse Group (including subsidiaries)
worldwide. Secondly, the definition of management levels/positions was extended to also include heads
of teams, for example. On a global level, as at 31 December 2018, these quotas stood at 14 per cent for
upper and middle management levels and 29 per cent for lower management positions. For Germany, the
quotas were 14 per cent and 26 per cent, respectively.
194
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further infomation
Shareholder representation, transparent reporting and communication
Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate
governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their
shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet
and can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise
voting rights solely in accordance with shareholders' instructions. Additionally, shareholders may exercise
their voting rights by post or online. Among other things, the AGM elects the shareholder representatives
to the Supervisory Board and resolves on the formal approval of the actions of the Executive Board
and the Supervisory Board. It also passes resolutions on the appropriation of the unappropriated surplus,
resolves on capitalisation measures and approves intercompany agreements and amendments to
Deutsche Börse AG's Articles of Association. Ordinary AGMS - at which the Executive Board and the
Supervisory Board give an account of the past financial year – take place once a year.
The Supervisory Board's Nomination Committee – whose task it is to propose suitable candidates to
the Supervisory Board for recommendation to the Annual General Meeting – has concerned itself,
in great detail, with the successors to Ann-Kristin Achleitner and Richard Berliand, who will both leave
the Supervisory Board as of May 2019.
254
Other operating income
Note
Net revenue (total revenue less volume-related costs)
2,779.7
2,462.3
Staff costs
Other operating expenses
Operating costs
Net income from strategic investments
-340.2
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Earnings before interest and tax (EBIT)
Financial income
Financial expense
Earnings before tax (EBT)
Other tax
Income tax expense
Total revenue
Depreciation, amortisation and impairment losses
-352.7
268
Volume-related costs
2018
4
€m
€m
thereof net profit for the period attributable
4
2,893.9
2,643.6
2017
(restated)¹)
204.5
2,802.5
4
26.3
3,132.4
132.6
4
34.0
118.1
120.3
184.3
18, 19
Other non-current provisions
144.2
144.2
164.1
Provisions for pensions and other employee benefits
NON-CURRENT LIABILITIES
4,959.4
4,947.4
118.1
120.3
17
Financial liabilities measured at amortised cost
9,985.4
2,283.2
6.1
16.8
17.0
Other non-current liabilities
0.8
0.8
0.2
13
Other financial liabilities at FVPL
4,837.2
133.5
4,963.4
Financial instruments held by central counterparties
13
Financial liabilities at FVPL
1,688.4
1,688.4
4,837.2
4,841.3
-334.6
4,829.9
Share premium
Subscribed capital
EQUITY
(restated)
€m
31 Dec 2017
€m
1 Jan 2018
31 Dec 2018
€m
Note
Equity and liabilities
Further information
Financial statements | Consolidated balance sheet
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Treasury shares
Revaluation surplus
Accumulated profit
Shareholders' equity
3,631.0
3,624.2
3,787.4
19.6
14.4
-10.2
-334.6
4,829.3
-477.7
1,332.3
1,340.4
193.0
193.0
190.0
15
Non-controlling interests
1,332.3
Total equity
The 2018 consolidated financial statements have been prepared in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the related interpretations issued by the International Financial Reporting Standards Interpretations
Committee (IFRIC), 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.
For IFRS 11, it is clarified that when a party obtains joint control of a business operation in which it has
previously had an interest as part of a joint operation, such party does not have to remeasure the interest
previously held.
0
5.7
0
0
0
0
0
-215.4
0
5.1
0
5.1
0
5.7
0
0
-364.2
0
0
1.2
In the 2018 reporting period, the following standards and interpretations issued by the IASB and
adopted by the European Commission were applied to Deutsche Börse Group. This adoption did not
constitute an early adoption.
Amendments to IFRS 2 "Classification and Measurement of Share-Based Payments" (June 2016)
The amendments affect the accounting for cash-settled share-based payment transactions. The most
important amendment to IFRS 2 is the clarification on how to determine the fair value of liabilities for
share-based payments.
206
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
-364.2
0
0
0
Basis of reporting
Deutsche Börse AG (the "company") has its registered office in Frankfurt/Main, and is registered in the
commercial register B of the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under
HRB 32232. Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG
and its subsidiaries operate cash and derivatives markets. Its business areas range from pre-IPO and
growth financing services, the admission of securities to listing, through trading, clearing and settlement,
down to custody of securities. Furthermore, IT services are provided and market data distributed. For
details regarding internal organisation and reporting see ☑ note 24.
Company information
1. General principles
Notes to the consolidated financial statements
Basis of preparation
Further information
New accounting standards – implemented in the year under review
Notes | Basis of preparation
Financial statements
Executive and Supervisory Boards
Management report
Deutsche Börse Group | Annual report 2018
205
4,963.4
133.5
4,829.9
3,787.4
-10.2
-820.4
-14.6
-805.8
-667.8
0
-453.3
0
-453.3
-453.3
0
-14.9
-14.9
Further information
Deferred tax liabilities
IFRS 9 "Financial Instruments" (July 2014)
IFRS 9 introduces new requirements for the recognition and measurement of financial instruments.
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
■ In the case of agreements with a remaining term of less than twelve months at the date of first-time
adoption, a decision is made on an individual agreement level.
■ Initial direct costs are not taken into account in the right-of-use asset.
Amendments to IFRS 9 “Prepayment Features with Negative Compensation” (October 2017)
The amendments regarding prepayment features with negative compensation must be applied for
financial years beginning on or after 1 January 2019; earlier application is permitted. The amendments
were adopted by the EU on 22 March 2018.
IFRIC 23 "Uncertainty over Income Tax Treatments" (June 2017)
This interpretation is to be applied to the determination of current and deferred tax assets and liabilities, in
case of uncertainty over income tax treatments. IFRIC 23 must be applied for financial years beginning
on or after 1 January 2019; earlier application is permitted. This interpretation was adopted by the
EU on 23 October 2018.
Amendments to IAS 28 "Long-term Interests in Associates and Joint Ventures" (October 2017)
These amendments clarify that an entity applies IFRS 9 to long-term interests in an associate or joint
venture that form part of the net investment in the associate or joint venture but to which the equity
method is not applied. The amendments must be applied for financial years beginning on or
after 1 January 2019; earlier application is permitted. The amendments were adopted by the EU on
8 February 2019.
The following standards have not yet been adopted by the European Commission:
Amendments to IFRS 3 "Definition of a Business" (October 2018)
The amendments aim at resolving the difficulties that arise when an entity determines whether it has
acquired a business or a group of assets. The amendments are effective for business combinations for
which the acquisition date is on or after the beginning of the first annual reporting period beginning
on or after 1 January 2020. The amendments have not yet been adopted by the EU.
Amendments to IAS 1 and IAS 8 "Definition of Material" (October 2018)
The definition of the term “material” – regarding materiality of information – was specified in more detail.
Furthermore, the various definitions in the Framework and the Standards were harmonised. The amend-
ments must be applied for financial years beginning on or after 1 January 2020; earlier application is
permitted. The amendments have not yet been adopted by the EU.
209
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Amendments to IFRS 10 and IAS 28 "Sales or Contributions of Assets Between an Investor and its
Associate/Joint Venture" (September 2014)
The amendments clarify that the extent to which gains or losses are recognised for transactions with
an associate or joint venture depends on whether the assets sold or contributed constitute a business
operation. The application date has been postponed indefinitely.
IFRS 17 "Insurance Contracts" (May 2017)
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of
insurance contracts. The objective of IFRS 17 is to ensure that an entity provides relevant information
that faithfully represents insurance contracts. The standard must be applied for financial years
beginning on or after 1 January 2021, and has not yet been adopted by the EU.
Amendments resulting from the "Annual Improvements Project 2015-2017" (December 2017)
Four standards are affected by these amendments:
The amendments to IFRS 3 clarify that when an entity obtains control of a business in which it has
previously had a participating interest as part of a joint operation, such entity must apply the principles
for successive business combinations. The interest previously held by the acquirer must be remeasured.
Deutsche Börse Group | Annual report 2018
The disclosures required in accordance with Handelsgesetzbuch (HGB, German Commercial Code)
section 315e (1) have been presented in the notes to the consolidated financial statements and the
remuneration report of the combined management report. The consolidated financial 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 contradict the
standards and interpretations issued by the IFRIC or the IASB.
208
■ The present value of the lease liabilities is calculated on the basis of the future lease payments using
the incremental borrowing rate. A uniform rate is selected for similar leases.
IFRS 15 "Revenue from Contracts with Customers" (May 2014 plus clarification dated April 2016)
IFRS 15 specifies the recognition of revenue from contracts with customers.
The changes in accounting policies resulting from first-time adoption of IFRS 9 and IFRS 15 are set out
in note 3.
Amendments resulting from the "Annual Improvements Project 2014-2016" (December 2016)
The amendments relate to three standards; the first-time application of the amendments to IFRS 1 and
IAS 28 was obligatory as of the year 2018. IAS 28 clarifies that the option to measure an investment in
an associate venture or a joint venture held by a venture capital company or by another qualifying entity
may be exercised differently for each investment.
IFRIC 22 "Foreign Currency Transactions and Advance Consideration" (December 2016)
IFRIC 22 addresses a question on the application of IAS 21 “The Effects of Changes in Foreign Exchange
Rates". It clarifies at which point in time the exchange rate is to be determined for the translation of
transactions into foreign currencies containing advance payments received or made. The exchange rate
for the underlying asset, income or expense is determined by reference to the point in time on which the
asset or liability resulting from the prepayment is recognised for the first time.
The application of the above-mentioned standards and interpretations has no material effect on the
presentation of the consolidated financial statements. Amendments to IAS 40 "Transfers of Investment
Property" have no effect on the presentation of the consolidated financial statements.
New accounting standards
-
not yet implemented
The following standards and interpretations, which are relevant to Deutsche Börse Group but which have
not been adopted early by the Group for 2018, have been published by the IASB prior to the publication
of this financial report and partially adopted by the European Commission.
The following standards were already adopted by the European Commission:
IFRS 16 "Leases" (January 2016)
IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases.
The objective of IFRS 16 is to ensure that lessees and lessors provide relevant information on the effects
of lease contracts. The standard must be applied for financial years beginning on or after 1 January
2019; earlier application is permitted. Deutsche Börse Group will apply the standard as from 1 January
2019. The standard was adopted by the EU on 31 October 2017.
207
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
Deutsche Börse Group as lessee expects a material impact on its consolidated financial statements
from the first-time application of the new leasing standard. IFRS 16 introduces a single lessee
accounting model. According to this approach, the lessee is obliged to recognise all leases: first, the
lessee recognises the right-of-use asset, i.e. the lessee's right to use the leased asset; second,
the lessee recognises the lease liability, i.e. the lessee's obligation to make lease payments.
As a result of the recognition of right-of-use assets and the corresponding lease liabilities, Deutsche
Börse Group's total assets are expected to increase, as at the date of conversion, by around
€300 million. Of this amount, approximately €5 million refer to lease agreements for company cars;
the remainder refers to long-term arrangements for office properties and data centres.
Furthermore, the type of expenses associated with such leases will change as well: going forward,
Deutsche Börse Group will recognises a right-of-use asset less any accumulated depreciation and any
accumulated impairment losses as well as interest expenses from lease liabilities instead of rental
and lease expenses recognised in other operating expenses. These changes are expected to amount to
around €55 million, and will ultimately lead to an improvement of earnings before interest, tax,
depreciation and amortisation (EBITDA).
Deutsche Börse Group will make use of the general practical expedients provided by IFRS 16:
■ All arrangements identified as leases in the past will continue to be classified as such.
■ Short-term leases (lease term of less than twelve months) and leased assets of low value are not
recorded as right-of-use asset or lease liability, respectively.
Value-added tax included in lease payments is included neither in the lease liabilities nor in the carrying
amount of the right-of-use asset, regardless of whether Deutsche Börse Group is entitled to make deduct
input taxes or not.
As at the date of first-time adoption of IFRS 16, Deutsche Börse Group will proceed as follows:
■ The transition is based on the modified retrospective approach; prior-year figures are not restated.
■ The measurement of the right-of-use asset is calculated on the basis of the individual agreements,
either retrospectively using the interest rate applied upon first-time adoption or on the basis of the
restated lease liabilities. The cumulative effects from first-time adoption of the new standard are
recorded as at the date of first-time adoption directly in equity. This results in an effect as at
1 January 2019 of around €10 million. The right-of-use asset is adjusted for provisions from the
charges of lease agreements.
Total non-current liabilities
159.9
Tax provisions¹) 2)
0
0
Purchase of treasury shares
0
0
0
Exchange rate differences and other adjustments
0
0
0
0
0
0
0
0
0
-334.6
1,332.3
193.0
0
0
0
Total comprehensive income
-364.2
Other comprehensive income after tax
Sale of treasury shares
5.1
190.0
Balance as at 31 December 2018
-143.1
8.1
-3.0
Transactions with shareholders
0
0
0
Dividends paid
0
0
0
Changes due to capital increases/decreases
5.7
0
0
Sales under the Group Share Plan
215.4
3.0
-3.0
Withdrawal of treasury shares
0
0
Net profit for the period
Balance as at 1 January 2018
Effects of first-time adoption of IFRS 9 and IFRS 15 as at 1 January 2018
-28.2
0
0
0
0
0
Sale of treasury shares
Purchase of treasury shares
Exchange rate differences and other adjustments
0
0
0
0
0
0
0
0
0
-311.4
1,327.8
193.0
€m
€m
0
4.5
0
Sales under the Group Share Plan
-334.6
1,332.3
193.0
Balance as at 31 December 2017
-23.2
4.5
0
Transactions with shareholders
0
0
0
1,340.4
Dividends paid
0
0
European Energy Exchange AG
Acquisition in the interest of non-controlling shareholders in
0
0
0
Changes due to capital increases/decreases
5.0
0
0
0
Treasury
shares
-477.7
Deutsche Börse Group | Annual report 2018
4,959.4
118.1
4,841.3
3,631.0
19.6
-516.0
-40.4
-475.6
-456.9
0
-439.0
0
-439.0
-439.0
0
0.8
7.3
-6.5
-6.5
0
-48.3
-48.3
0
-5.2
0
-6.8
-12.0
0.3
0.9
0.9
0
836.4
30.0
806.4
831.0
-24.6
- 16.1
1.8
-17.9
6.7
-24.6
4,947.4
852.5
28.2
824.3
824.3
0
118.1
4,829.3
3,624.2
14.4
-12.0
0
5.0
0
896.0
21.7
874.3
874.3
0
4,623.2
€m
Total equity
142.2
4,481.0
3,230.1
41.5
Non-controlling interests
€m
Shareholders' equity
€m
€m
€m
Accumulated profit
Revaluation surplus
Attributable to Deutsche Börse AG shareholders
Further information
Financial statements | Consolidated statement of changes in equity
Notes
Management report
Executive and Supervisory Boards
-21.9
-16.5
-38.4
-5.4
5.0
0
0
4.5
0
4.5
0
0
-28.2
0
-28.2
204
0
-10.8
0.6
-11.4
-11.4
0
852.2
16.3
835.9
857.8
-21.9
-43.8
0
CURRENT LIABILITIES
Share
premium
Subscribed
10.2
59.7
Increase in non-current provisions
210.5
11, 12
Depreciation, amortisation and impairment losses
896.0
852.5
Net profit for the period
€m
€m
2017
2018
Note
for the period 1 January to 31 December 2018
Consolidated cash flow statement
Further information
Financial statements | Consolidated cash flow statement
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
201
135,141.4
Deferred tax income
135,136.1
10
-20.6
1,176.5
1.5
5.4
0.5
0.9
148.2
113.6
7.9
-8.8
Cash flows from operating activities
Changes in receivables from CCP positions
Changes in liabilities from CCP positions
Cash flows from operating activities excluding CCP positions
Net loss on disposal of non-current assets
Increase in non-current liabilities
Increase in current liabilities
(Increase)/decrease in receivables and other assets
156.6
105.7
-96.4
-21.3
Changes in working capital, net of non-cash items:
Other non-cash income
-36.0
161,899.1
130,182.0
130,188.7
150.1
150.1
13,976.2
19,024.7
Other financial liabilities at amortised cost
195.0
Trade payables
13
Financial liabilities at amortised cost
191.6
191.6
293.2
20
Other current provisions
339.4
339.4
334.8
7,023.8
7,033.1
12,828.7
226.8
225.4
194.5
10
13,976.2
Financial liabilities at FVPL
13
Financial instruments held by central counterparties
156,935.7
1) Thereof income tax expense: €295.8 million (2017: €299.6 million)
2) Thereof non-current provisions: €104.7 million (2017: €104.6 million)
Total equity and liabilities
Total liabilities
123,158.2
123,155.6
29,215.3
455.0
455.0
29,215.3
29,559.2
628.8
144,107.0
Total current liabilities
1,107.2
21
13
Cash deposits by market participants
0
32.0
29.1
0.3
3.0
0
Other financial liabilities at FVPL
Derivatives
78,798.6
78,798.6
94,068.3
Other current liabilities
capital
€m
22
- 323.2
€m
€m
2017
2018
Note
Income tax paid
Interest paid
Dividends received
Interest-similar income received
Cash and cash equivalents at end of period
Cash and cash equivalents at beginning of period
Effect of exchange rate differences
Net change in cash and cash equivalents (brought forward)
Further information
Financial statements | Consolidated cash flow statement
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
202
737.1
1,257.3
-439.0
-501.0
-832.9
1,257.3
22
737.1
1.5
580.2
1,839.0
Attributable to Deutsche Börse AG shareholders
Total comprehensive income
Other comprehensive income after tax
Net profit for the period
Balance as at 1 January 2017
for the period 1 January to 31 December 2018
Consolidated statement of changes in equity
Further information
Financial statements | Consolidated statement of changes in equity
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
203
-308.8
-303.3
-295.8
-312.0
8.6
6.7
362.7
435.1
580.2
- 10.0
-146.9
22
-453.3
0
592.4
-94.8
Net change in cash and cash equivalents
Cash flows from financing activities
Proceeds from long-term financing
Dividends paid
Repayment of long-term financing
Proceeds from non-controlling interests
Payments to non-controlling interests
Proceeds from sale of treasury shares
Purchase of treasury shares
Cash flows from investing activities
Proceeds from disposals of intangible assets
Proceeds from disposals of non-current financial instruments
Net increase in current liabilities from banking business with an original term greater
than three months
business with an original term greater than three months
Net decrease/(net increase) in current receivables and securities from banking
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Payments to acquire subsidiaries, net of cash acquired
Payments to acquire investments in associates and joint ventures
Payments to acquire non-current financial instruments
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
1,056.2
272.2
-106.1
-65.2
-43.1
-38.7
0
-600.0
0
-28.2
5.5
-39.3
6.5
-14.9
0.6
-364.2
181.9
792.0
22
0
0.2
- 1,676.0
1,797.7
1,298.2
859.1
0
250.3
-47.7
655.1
0
-0.4
-157.5
-169.2
-10.4
-4.8
-312.4
259.5
0
210
IAS 12 will be amended so that all income tax consequences of dividend payments must be considered
in the same way as the income on which the dividends are based.
Executive and Supervisory Boards
84
0
-82
25 Aug 2017
€
25
1,424
1,434
0
138
2015
ILS
1
-4,021
INR
300
75,970
3,989
86,553
0
-1,054
2015
44,991
7,143
2015
215
-82
0
MYR
2015
550
4,767
7,039
11,198
301
2015
US$
30,000
28,489
105,142
10,152
-3,511
Deutsche Börse Group | Annual report 2018
29 Jun 2018
300
7,794
8,745
8,683
943
2015
€
34
445
578
586
64
US$
Executive and Supervisory Boards
Management report
Financial statements
Purchase price
Total consideration
Acquired assets and liabilities
Customer relationships
Trade names
Software
Other non-current assets
Other current assets less liabilities
Total assets and liabilities acquired
Goodwill (tax deductible)
€m
85.9
85.9
23.3
1.7
4.5
0.4
2.0
31.9
54.0
216
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Consideration transferred
29 June 2018
Preliminary goodwill
calculation
Goodwill resulting from the business combination with the GTX ECN business
Notes | Basis of preparation
Further information
Changes to basis of consolidation
As at 1 January 2018
Additions
Disposals
As at 31 December 2018
Germany
Foreign
Total
20
41
S$
61
2
3
- 4
- 3
-7
17
40
57
Eurex Repo GmbH, Frankfurt/Main, Germany, was merged into Eurex Bonds GmbH, Frankfurt/Main,
Germany, (a wholly owned subsidiary of Eurex Frankfurt AG) effective 1 January 2018 and subsequently
renamed Eurex Repo GmbH. Since Eurex Frankfurt AG, Frankfurt/Main, Germany, (a wholly owned
subsidiary of Deutsche Börse AG) is the sole shareholder of Eurex Repo GmbH, a controlling influence
within the meaning of IFRS 10 continues to be assumed, and the company continues to be fully
consolidated.
Agricultural Commodity Exchange GmbH, EEX Power Derivatives GmbH and Global Environmental
Exchange GmbH (all three in Leipzig, Germany) were merged into European Energy Exchange AG,
Leipzig, Germany, with effect from 1 January 2018. As Deutsche Börse AG continues to hold a
controlling interest in European Energy Exchange AG (EEX), the company continues to be fully
consolidated.
On 29 June 2018, Deutsche Börse Group acquired the GTX Electronic Communication Network (ECN)
business from GAIN Capital Holdings, Inc., Bedminster, USA. Within the scope of the transaction, 360
Treasury Systems AG, Frankfurt/Main, Germany, (a wholly-owned subsidiary of Deutsche Börse AG)
established 360TGTX, Inc., New York City, USA, as a subsidiary, which acquired the GTX ECN business
at a purchase price of US$100.1 million (€85.9 million), by way of an asset deal. Deutsche Börse
Group consolidated the business activities of 360TGTX for the first time as at 29 June 2018.
The purchase price allocation - preliminary as at the reporting date - yielded the following effects:
1
2015
18,885
77,115
486,571
13,594
7,171
3 May 2017
CZK
30,000
52,024
65,747
59,579
17,719
2016
€
12,584
33,456
43,015
36,845
13,670
2015
€
6,168
64,257
115,691
83,075
22,177
2015
30,310
0
US$
3 May 2017
1,015
108,935
18,602,324
98,680
49,9306)
2014
€
13
109
522,160
39,721
27
€
2014
0
156,218
657,891
20,481
2,263
3 May 2017
US$
0
43,689
495,362
20,481
6,657
US$
0
0
278
2016
CHF
1,000
171,430
221,662
173,041
96,811
2009
AU$
08)
958)
2288)
231
4638)
2015
€
500
2,109
2,941
3,465
723
2010
€
128
77,035
98,023
88)
Notes | Basis of preparation
1,921
6,986
1,683
0
2016
CHF
100
200
216
334
22
2015
€
18
7,302
52
20
-125
2015
DKK
2,000
2,439
2,933
3,499
99
2016
€
35
55
Further information
Goodwill resulting from the transaction largely reflects expected cost and revenue synergies from the
business combination.
The full consolidation of the GTX ECN business resulted in an increase of net revenue amounting
to €5.5 million as well as of income after tax amounting to €0.9 million. Due to the structure of the
transaction (asset deal), no pro forma disclosures regarding the effects of a potential initial
consolidation as at 1 January 2018 can be made.
1,5972)
5632)
enermarket GmbH
CID
25
351
357
8
-599
HQLAX S.à r.l.
€
17
3,141
1,331
0
-1,550
LuxCSD S.A.
€
6,000
6,547
1,265
2,679
427
RegTek Solutions Inc.
US$
-4582)
2,3872)
2,6072)
GBP
Currency
Ordinary
share capital¹
thousand
Sales
revenue
Assets¹)
thousand
Liabilities¹)
thousand
2018¹)
thousand
Net
profit/loss
2018¹)
thousand
Brain Trade Gesellschaft für
Börsensysteme mbH
€
1,400
China Europe International Exchange AG
4,857
€
Deutsche Börse Commodities GmbH
€
1,000
3,723
13,284
6,518,505
2,027
76
3,780
255
101
-4,136
6,511,137
13,974
4,601
Digital Vega FX Ltd
27,000
4,688
2,709
2,917
263
204
48
0
-18
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
2) The figures refer to the financial year from 1 December 2017 to 30 November 2018.
219
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
€
Notes | Basis of preparation
On 1 February 2018, European Energy Exchange AG acquired 40.0 per cent of the voting rights in
enermarket GmbH, Frankfurt/Main, Germany. This resulted in an indirect equity investment of Deutsche
Börse AG amounting to 30.02 per cent.
With effect from 4 July 2018, Deutsche Börse AG sold parts of its interest in PHINEO gAG, Berlin,
Germany, to Phineo Pool GbR, Berlin, Germany. This resulted in a decrease in voting rights to 4 per
cent. Hence, PHINEO gAG is no longer classified as an associate and is accounted for using the
equity method.
On 7 August 2018, Deutsche Börse AG acquired 10.0 per cent of the voting rights in HQLAX S.à r.I.,
Luxembourg. On 5 December 2018, a second tranche was acquired, resulting in an equity investment
of Deutsche Börse AG amounting to 28.76 per cent.
Effective 19 September 2018, Deutsche Börse AG sold its interest in Switex GmbH, Hamburg, Germany.
With effect from 31 December 2018, the purchase agreement to sell Deutsche Börse AG's shares in
Digital Vega FX Ltd., London, United Kingdom, was signed. However, the Financial Conduct Authority
(FCA), London, United Kingdom, must express its consent before such agreement can take effect.
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
RegTek Solutions Inc., New York, USA
■ R5FX Ltd, London, United Kingdom
■ SEEPEX a.d., Belgrade, Serbia
Tradegate AG Wertpapierhandelsbank, Berlin, Germany
220
Further information
Company
Zimory GmbH in Liquidation
0
-1,759
R5FX Ltd
GBP
2
477
930
38
-700
SEEPEX a.d.
RSD
240,000
Tradegate AG Wertpapierhandelsbank
-16
€
151,468
160,700
155,706
113,330
94,300
5,344
68,958
17,191
ZDB Cloud Exchange GmbH
in Liquidation
€
50
207
78
24,403
€
Associates (part 2)
Berlin, Germany
0.6
16.3
1.7
-0.4
-20.6
-7.2
46.8
36.5
217
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
The full consolidation of Clearstream Funds Centre Ltd. (formerly Swisscanto Funds Centre Ltd.)
resulted in an increase of net revenue amounting to €3.3 million as well as of income after tax
amounting to €0.8 million. If the company had been fully consolidated as at 1 January 2018, this
would have resulted in an increase of net revenue amounting to €12.5 million as well as of
income after tax amounting to €2.0 million.
Eurex Zürich AG, Zurich, Switzerland, was merged into Eurex Global Derivatives AG, Zug, Switzerland,
with effect from 1 October 2018. Since Deutsche Börse AG remains the sole shareholder of Eurex Global
Derivatives AG, a controlling influence within the meaning of IFRS 10 continues to be assumed, and the
company continues to be fully consolidated.
EPEX SPOT Belgium S.A., Brussels, Belgium, was merged into EPEX SPOT SE, Paris, France, with
effect from 31 December 2018. Since European Energy Exchange AG (a 75 per cent subsidiary of
Deutsche Börse AG) exerts a controlling influence within the meaning of IFRS 10 both indirectly via
Powernext SAS (40.31 per cent) as well as directly (10.69 per cent), the company continues to
be fully consolidated.
In the 2018 financial year, the following three companies were liquidated and deconsolidated: APX
Shipping B.V.i.L. (as at 16 April 2018), APX Commodities Limited (as at 18 September 2018) and
Impendium Systems Ltd. (as at 4 December 2018).
By purchase agreement dated 14 December 2018, Clearstream Holding AG, Frankfurt/Main, Germany,
(a wholly owned subsidiary of Deutsche Börse AG) acquired all shares in Skylinehöhe 96 VV AG,
Frankfurt/Main, Germany, at a purchase price of €57 thousand. The company was subsequently
renamed Clearstream Beteiligungs AG. Since Deutsche Börse AG indirectly holds 100 per cent of the
shares, a controlling influence within the meaning of IFRS 10 continues to be assumed, and the
company is fully consolidated.
218
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
14.7
0.4
0.5
40.8
With effect from 1 October 2018, Clearstream International S.A., Luxembourg, acquired 100 per cent
of the shares in Swisscanto Funds Centre Ltd., London, United Kingdom. Since the completion of the
transaction, the acquired entity has been fully consolidated. Effective 2 November 2018, the company
name of the acquired entity was changed to Clearstream Funds Centre Ltd. With this transaction,
Clearstream is extending its range of services in the investment funds area by adding distribution
channels. The consideration paid for the acquisition of the shares was CHF 95.0 million
(€83.3 million), leading to goodwill of €36.5 million.
The purchase price allocation - preliminary as at the reporting date - yielded the following effects:
Goodwill resulting from the business combination with Swisscanto Funds Centre Ltd.
Consideration transferred
Purchase price in cash
Acquired bank balances
Total consideration
Acquired assets and liabilities
Customer relationships
Software
Other intangible assets
Non-current financial assets
Notes | Basis of preparation
Other non-current assets
Other current assets
Tax provisions
Current financial liabilities (without cash deposits by customers)
Deferred tax liabilities on temporary differences
Total assets and liabilities acquired
Goodwill (not tax deductible)
Preliminary
goodwill
calculation
1 October 2018
The goodwill resulting from the transaction mainly reflects expected revenue synergies with existing
customers. Due to the expansion of its product range, Clearstream expects to generate revenue from
cross-selling synergies amounting to a low eight-digit sum in euros.
92.7
-9.4
83.3
Current financial assets (without cash)
Further information
Associates
The following table summarises the main financial information of associates; data comprise the
totals of each company according to the local GAAP and not proportional values from the view of
Deutsche Börse Group.
2011
(30.02)
2018
28.76
2018
(50.00)
2015
12.50
2015
Eurex (financial derivatives)
16.33
2014
23.85
EEX (commodities)
2015
Xetra (cash equities)
19.99
2010
Eschborn, Germany
Eurex (financial derivatives)
49.90
2013
Eurex (financial derivatives)
30.03
2013
London, United Kingdom
Belgrade, Serbia
Berlin, Germany
(9.57)
1) Thereof 14.29 per cent held directly and 14.29 per cent indirectly via Börse Frankfurt Zertifikate AG
2007
2015
Associates (part 1)
Company
Domicile
Segment
Equity interest
as at
31 Dec 2018
direct/(indirect)
Associate
since
%
Brain Trade Gesellschaft für
Börsensysteme mbH
China Europe International Exchange AG
Deutsche Börse Commodities GmbH
enermarket GmbH
16.20
Digital Vega FX Ltd
LuxCSD S.A.
RegTek Solutions Inc.
R5FX Ltd
SEEPEX a.d.
Tradegate AG Wertpapierhandelsbank
ZDB Cloud Exchange GmbH in
Liquidation
Zimory GmbH in Liquidation
Frankfurt/Main, Germany
Frankfurt/Main, Germany.
Frankfurt/Main, Germany.
London, United Kingdom
Frankfurt/Main, Germany
Luxembourg, Luxembourg
Luxembourg, Luxembourg
New York, USA
Xetra (cash equities)
Eurex (financial derivatives)
Xetra (cash equities)
Eurex (financial derivatives)
EEX (commodities)
GSF (collateral management)
Clearstream (post-trading)
Data
(28.58)"
2013
40.00
HQLAX S.à r.l.
Deutsche Börse Group | Annual report 2018
2016
184
2,098
2,098
0
0
2009
€
140
16,594
€
101,000
2,285,314
22,454
2,440,263
19,734
3,023
2013
0
152,6904)
2007
€
50
50
50
0
0
14 Dec 2018
0
US$
2009
n.a.
Further information
Currency
US$
Ordinary share
capital¹)
thousand
9,911
Sales revenue
Net profit/loss
Equity) 2
Total assets¹)
thousand
€
thousand
2018¹)
thousand
Initially
consolidated
22,550
22,596
0
-108
2009
US$
n.a.
n.a.
n.a.
n.a.
2018¹)
thousand
25,000
1,345,824
€
22,525
39,104
2,677
2014
CZK
160,200
193,485
546,144
696,772
9,577
2008
€
14,498
30,000
225,982
312,4225)
12,419
2002
CHF
15,000
11,482
108,149
3,978
1,501
1 Oct 2018
€
129,534
Notes | Basis of preparation
6,211
2002
92,000
1,263,245
1,391,071
18,277,543
43,9855)
283,9537
2002
618,2095)
204,280
2002
JPY
49,000
€
€
€
185,854
13,310
462,276
230,900
136,095
5,781
2009
16,910
16,209
4,765
2010
2,459,275
304,8335)
92,707
3,600
25,000
25
Financial statements
Executive and Supervisory Boards
Clearstream Banking S.A.
Domicile
New York, USA
New York, USA
Chicago, USA
31 Dec 2018
direct/(indirect)
%
100.00
(100.00)
(100.00)
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
(100.00)
Luxembourg, Luxembourg
(100.00)
Luxembourg, Luxembourg
(100.00)
Clearstream Banking Japan, Ltd.
Tokyo, Japan
(100.00)
REGIS-TR S.A.
Clearstream Banking AG
Luxembourg, Luxembourg
Clearstream International S.A.
Clearstream Beteiligungs AG
Clearstream Holding AG
Börse Frankfurt Zertifikate AG
Management report
Financial statements
Notes | Basis of preparation
Further information
Finally, IAS 23 states that if an entity has raised funds generally for the acquisition of qualifying assets,
borrowing costs specifically incurred in connection with the acquisition of qualifying assets shall not be
included in the determination of the financing cost rate until the completion of the borrowing.
The amendments must be applied for financial years beginning on or after 1 January 2019, but have
not yet been adopted by the EU.
Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” (February 2018)
The amendments specify that if a plan amendment, curtailment or settlement occurs, it is now mandatory
that the current service cost and net interest for the period after the remeasurement are determined
using the assumptions used for the remeasurement. In addition, amendments have been included to
clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset
ceiling. The amendments must be applied for financial years beginning on or after 1 January 2019;
earlier application is permitted. The amendments have not yet been adopted by the EU.
Revised “Conceptual Framework in IFRS Standards"
The revised "Conceptual Framework in IFRS Standards" is structured into an introductory explanation on
the status and purpose of the Conceptual Framework, eight chapters and a glossary. Included are revised
definitions of assets and liabilities as well as new guidance on measurement and derecognition,
presentation and disclosure.
Together with the revised Conceptual Framework, references to the Conceptual Framework have been
adapted in various standards.
Regarding the standards and interpretations listed above, Deutsche Börse Group expects no material
impact on the presentation of the consolidated financial statements - except for the application of
IFRS 16, the expected effects of which are described above.
211
(50.00)
Deutsche Börse Group | Annual report 2018
Management report
Financial statements
Notes Basis of preparation
Further information
2. Basis of consolidation
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at 31 Decem-
ber 2018 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.
Fully consolidated subsidiaries (part 1)
Equity interest
as at
Company
Assam SellerCo, Inc. in Liquidation
Assam SellerCo Service, Inc. in Liquidation³)
Need to Know News, LLC in Liquidation
Executive and Supervisory Boards
Frankfurt/Main, Germany
(100.00)
Clearstream Global Securities Services Limited
Frankfurt/Main, Germany
100.00
Deutsche Börse Services s.r.o.
Prague, Czech Republic
100.00
Eurex Frankfurt AG
Frankfurt/Main, Germany
100.00
Eurex Clearing AG
Frankfurt/Main, Germany
(100.00)
Eurex Clearing Security Trustee GmbH
Deutsche Börse Photography Foundation gGmbH
Frankfurt/Main, Germany
Frankfurt/Main, Germany
(100.00)
Eurex Repo GmbH
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
2) 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
3) Assam SellerCo Service, Inc. in Liquidation is part of the Assam SellerCo, Inc. in Liquidation subgroup.
4) Before profit transfer or loss absorption
5) Consists of interest and commission results due to business operations
6) Thereof income from profit pooling of Eurex Clearing AG amounting to €8,141 thousand
7) Thereof income from participations amounting to €283,096 thousand (including €192,096 thousand from Clearing Banking S.A. and €91,000 thousand
from Clearstream Banking AG)
212
Deutsche Börse Group | Annual report 2018
(100.00)
Management report
100.00
Deutsche Boerse Systems Inc.
Cork, Ireland
(100.00)
Clearstream Operations Prague s.r.o.
Prague, Czech Republic
(100.00)
Clearstream Services S.A.
Luxembourg, Luxembourg
(100.00)
Clearstream Funds Centre Ltd.
London, United Kingdom
(100.00)
DB1 Ventures GmbH
Chicago, USA
Frankfurt/Main, Germany
Deutsche Boerse Asia Holding Pte. Ltd.
Singapore, Singapore
100.00
Eurex Clearing Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Eurex Exchange Asia Pte. Ltd.
Singapore, Singapore
(100.00)
Deutsche Boerse Market Data+Services Singapore Pte. Ltd.
Singapore, Singapore
100.00
100.00
8
50
0
100.00
Sydney, Australia
Berlin, Germany
(100.00)
80.00
Frankfurt/Main, Germany
100.00
Singapore, Singapore
(100.00)
New York, USA
(100.00)
New York, USA
(100.00)
Dubai, United Arab Emirates (UAE)
(100.00)
360 Trading Networks Sdn Bhd
Finbird GmbH
Kuala Lumpur, Malaysia
(100.00)
Frankfurt/Main, Germany.
(100.00)
Finbird Limited
(100.00)
ThreeSixty Trading Networks (India) Pte. Ltd.
(100.00)
(38.27)
Vienna, Austria
(75.05)
Brøndby, Denmark
(50.03)
Powernext SAS
Paris, France
(75.05)
EPEX SPOT SE
EPEX Netherlands B.V.
EPEX SPOT Schweiz AG
JV Epex-Soops B.V.
Gaspoint Nordic A/S
PEGAS CEGH Gas Exchange Services GmbH
STOXX Ltd.
STOXX Australia Pty Limited
Tradegate Exchange GmbH
Jerusalem, Israel
360 Treasury Systems AG
360TGTX Inc.
360 Trading Networks Inc.
360 Trading Networks LLC
Zug, Switzerland
Paris, France
(38.27)")
Amsterdam, Netherlands
(38.27)
Bern, Switzerland
(38.27)
Amsterdam, Netherlands
(22.96)
360T Asia Pacific Pte. Ltd.
Mumbai, India
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
2) 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
95,769
2012
€
25
98
98
0
0
2007
€
60,075
340,295
107,083
408,293
45,4595)
2014
US$
21,559
€
50
2,080
67
2,700
1,000
-1,546
2014
122
74,562
Prague, Czech Republic
698,106
83
3) Disclosures are based on the divergent financial year from 1 April 2018 to 31 December 2018.
4) 62.91 per cent of voting rights held
5) Thereof income from profit pooling of European Commodity Clearing AG amounting to €49,930 thousand
6) Before profit transfer or loss absorption
7) Thereof 8.02 per cent indirectly held via European Energy Exchange AG and 30.25 per cent indirectly held via Powernext SAS
8) Disclosures are based on financial statements as at 31 December 2017.
214
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
673,011
Further information
Sales revenue
Net profit/loss
Currency
capital¹)
Equity 1) 2)
thousand
thousand
Total assets¹)
thousand
2018¹)
thousand
2018¹)
thousand
Initially
consolidated
€
Ordinary share
58
Power Exchange Central Europe a.s.
Tysons Corner, USA
US$
400
44,397
52,910
19,840
-714
2000
€
25
175
216
0
-44
2015
CZK
200
€
6,000
391,760
1,122,320
€
€
25,000
25
514,813
661,102
1,313,542
25,965,525
1,416,597
2015
58
0
1,332
-11
2016
€
0
14,063
14,312
0
-252
2013
€
10,000
9,833
71,092
10,470
545
2013
€
6,000
633
690
0
-206
2013
S$
606
1,076
0
(75.05)
2006
18,5376)
as at
31 Dec 2018
direct/(indirect)
%
Zug, Switzerland
Frankfurt/Main, Germany
Leipzig, Germany
Singapore, Singapore
100.00
100.00
75.054)
(75.05)
EEX Link GmbH
Leipzig, Germany
Equity interest
(75.05)
Leipzig, Germany
(75.05)
European Commodity Clearing Luxembourg S.à r.l.
Luxembourg, Luxembourg
(75.05)
Nodal Exchange Holdings, LLC
Tysons Corner, USA
(75.05)
Nodal Exchange, LLC
Nodal Clear, LLC
Tysons Corner, USA
(75.05)
European Commodity Clearing AG
13,430
31,7655)
Domicile
European Energy Exchange AG
1998
8,1414)
1998
79
86
4
0
2013
€
3,600
22,737
29,733
Cleartrade Exchange Pte. Limited
12,366
2001
213
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Fully consolidated subsidiaries (part 2)
Company
Eurex Global Derivatives AG³)
Eurex Services GmbH
4,693
€m
-1.5
Restricted bank balances
All equity instruments recognised as at 1 January 2018 are designated as at FVOCI by
Deutsche Börse Group.
124,164.4
130,697.4
aAC
223
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
The reclassification and the measurement of financial instruments as well as the first-time adoption of
IFRS 15 "Revenue from Contracts with Customers" had the following effects on the revaluation surplus
and accumulated profit of Deutsche Börse Group as at 1 January 2018:
Total impact on shareholders' equity
Revaluation
surplus
1,297.6 Other cash and bank balances
€m
Closing balance as at 31 Dec 2017 - IAS 39/IAS 18
19.6
3,631.0
Reclassification of equity investments from "available for sale" to "fair value through other
comprehensive income"
3.2
-1.0
Reclassification of debt investments from "available for sale" to "at amortised cost"
-8.5
0
Reclassification of financial assets from "available for sale" to "fair value through profit or loss"
-2.0
1.6
Change in valuation allowance for trade receivables
0
Accumulated
profit
€m
aAC
29,392.0 Restricted bank balances
FVPL
4.5 Financial assets measured at amortised cost
0.1 Derivatives
6,533.0
FVOCI
aAC5)
aAC
FVPL
FVPL
aAC
FVPL
aAC
FVPL
272.0 Financial assets measured at amortised cost
79,238.7 Derivatives
12,776.8 Financial assets measured at amortised cost
254.0 Financial assets measured at amortised cost
5.2 Derivatives
330.9 Trade receivables
2.5 Trade receivables
Financial liabilities at fair value through profit or loss
-0.3
FVPL
1.5 Financial assets at fair value through profit or loss
aAC
141.8 Financial assets measured at amortised cost
1.5
aAC
FVPL
aAC
aAC
FVPL
aAC
451.7 Other current assets
aAC
Change in valuation allowance for debt investments carried at amortised cost
0
-0.3
Reclassification of debt instruments from "available for sale" to "financial assets at fair value
through profit or loss (FVPL)"
Debt instruments that do not meet the criteria to be classified as “at amortised cost" in accordance
with IFRS 9 because their cash flows do not represent solely payments of principal and interest were
reclassified to financial assets at fair value through profit or loss (€15.1 million). As Deutsche Börse
Group applied the “at cost” exemption under IAS 39 for instruments without an active market,
the revaluation at fair value led to a reduction of €0.4 million in accumulated profit. Furthermore, the
measurement of financial instruments at FVPL led to a reduction of €2.0 million of the revaluation
surplus and an increase of accumulated profit in the same amount. These financial instruments were
already measured at fair value before adoption of IFRS 9.
As at 31 December 2018, the fair value of the debt instruments originally recognised in the available-
for-sale category stood at €14.6 million. If these instruments had been recognised as available for sale
on 31 December 2018, Deutsche Börse Group would have been obliged to recognise an unrealised
loss of €1.6 million in other comprehensive income.
Change in provision for trade receivables
For trade receivables, Deutsche Börse Group applies the simplified approach to calculate the expected
credit losses, which requires the use of the lifetime expected loss provision for all trade receivables. The
transfer from the incurred loss model of IAS 39 to the expected loss model of IFRS 9 reduced the
impairment charges for trade receivables by €1.5 million and increased accumulated profit by the same
amount. As at 31 December 2017, impairments recognised for trade receivables amounted to
€5.2 million.
225
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Debt investments at amortised cost are considered to be generally low risk, and thus the impairment
provision recognised is equal to the twelve-month expected credit loss. The corresponding provision
calculated as at 1 January 2018 amounted to €0.3 million and retained earnings were reduced by the
same amount.
Adjustment regarding the presentation of hybrid financial instruments
Since the new standard no longer provides for a separation of hybrid financial instruments, Deutsche
Börse Group reclassified a total amount of €2.9 million from other liabilities to the items "financial
instruments measured at fair value through profit or loss” and “financial liabilities measured at fair value
through profit or loss". This reclassification did not affect the Group's equity.
Change in deferred tax assets
The impact on the deferred taxes is mainly driven by the reclassifications of financial instruments
measured at available for sale under IAS 39 to "amortised cost” under IFRS 9.
Executive and Supervisory Boards
Management report
Deutsche Börse Group | Annual report 2018
226
In its updates dated September 2018 and January 2019, the IFRS IC explains that specific fees related
to security admission (as well as listing or inclusion) services do not represent distinct performance
obligations to customers and may therefore not be accounted for separately from the subsequent listing
of the respective securities. The question of how to recognise fees charged before the listing of securities
was and still is - subject to controversial debate among exchange operators, auditors and other
stakeholders around the world.
Adjustments to the recognition of revenue from the admission, listing or inclusion of securities
Until 31 December 2017, the admission, listing and inclusion services for securities were each
accounted for as a separate performance obligation, and revenue was recognised when (or as) the
promised service was transferred to the customer and the customer obtained control of such
service. More specifically, this was the point in time when Deutsche Börse's management resolved
the admission of the respective securities, or when the initial listing took place.
In accordance with the transition provisions set out in IFRS 15, Deutsche Börse Group has adopted the
new accounting policies according to the modified retrospective approach.
As at 31 December 2018, the fair value of the debt instruments originally recognised in the available-
for-sale category stood at €1,617.9 million. If these instruments had been recognised as available for
sale on 31 December 2018, Deutsche Börse Group would have been obliged to recognise an unrealised
gain of €2.4 million in other comprehensive income.
■ SIC-31 "Revenue - Barter Transactions Involving Advertising Services"
■ IFRIC 15 "Agreements for the Construction of Real Estate"
■ IFRIC 13 "Customer Loyalty Programmes"
■ IAS 18 "Revenue"
■ IAS 11 "Construction Contracts"
Deutsche Börse Group applied IFRS 15 “Revenue from Contracts with Customers" as issued
in May 2014 and the corresponding clarifications as issued in April 2016. IFRS 15 replaces the
following standards and interpretations on revenue recognition:
Changes resulting from the first-time adoption of IFRS 15
■IFRIC 18 "Transfers of Assets from Customers"
4.1 Other non-current assets
Following the analysis, debt instruments complying with the criteria to solely represent payments of
principal and interest and following the business model “to hold" have been classified to the category
"at amortised cost" and are shown in the "financial assets measured at amortised cost" line item. In
2017, these instruments had been shown as non-current and current receivables and securities from
banking business (€1,563.0 million and €254.5 million, respectively) and as other non-current financial
instruments (€14.5 million). Related fair value gains amounting to €8.5 million were de-recognised
from other comprehensive income and from the related financial assets as at 1 January 2018.
Reclassification of debt instruments from "available for sale” to “at amortised cost"
Recognition of deferred tax assets
1.0
-0.7
Recognition of deferred tax liabilities
1.1
-0.1
Adjustment due to first-time adoption of IFRS 9 as at 1 Jan 2018
-5.2
1.0
Recognition of contract liabilities
0
-10.7
Recognition of deferred tax assets
0
2.9
Adjustment due to first-time adoption of IFRS 15 as at 1 Jan 2018
0
Further information
Notes | Basis of preparation
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
The management of Deutsche Börse Group assessed the business model for the financial assets
classified as available for sale under IAS 39 as at 1 January 2018.
224
Equity instruments categorised as available for sale (€99.4 million) were presented in other equity
investments until 31 December 2017. Since 1 January 2018, they have been shown within the
"equity investments measured at fair value through other comprehensive income (FVOCI)" line item.
Reclassification of equity instruments from "available for sale" to "fair value through other
comprehensive income (FVOCI)"
3,624.2
14.4
Opening balance as at 1 Jan 2018 - IFRS 9/IFRS 15
-7.8
Under IAS 39, equity instruments for which no active market existed and for which no alternative
valuation methods could be applied, were measured at cost. Deutsche Börse Group developed valuation
models to calculate the fair values for these financial assets leading to an increase of €2.2 million in the
amounts shown under “equity investments measured at fair value through other comprehensive income
(FVOCI)". Foreign-exchange effects amounting to €1.0 million were reclassified from accumulated profit
into revaluation surplus in connection with the allocation of equity investments to “equity investments
measured at fair value through other comprehensive income (FVOCI)".
Financial statements
0.4 Financial assets measured at amortised cost
4,837.2 Derivatives
101.6 Equity investments measured at FVOCI4
1,554.7 Financial assets measured at amortised cost
14.5 Financial assets measured at amortised cost
14.7 Financial assets at fair value through profit or loss
Receivables and securities from banking business
AFS
1,563.0
-8.3
Other financial instruments
AFS
14.5
0
AFS
15.1
-0.4
FVPL (FV option)
1.2
0
2.2
Other loans
LaR³)
0.4
0
Derivatives
4,837.2
0
Other non-current assets
4.1
0
LaR
4.5
0
Derivatives
0.1
Non-current financial instruments held by central counterparties
99.4
AFS¹)
Other equity investments
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
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 (Єm). Due to rounding, the amounts may differ from unrounded figures.
The annual financial statements of subsidiaries included in the consolidated financial statements have
been prepared on the basis of the Group-wide accounting policies based on IFRS that are described in
the following. They were applied consistently to the periods shown.
Adjustments to the presentation of the consolidated income statement
Since 1 January 2018, personnel-related costs for continuing professional development, food and drink
have been reported under “staff costs" in order to improve transparency. Before then, such costs were
contained in other operating expenses. Prior-year figures were restated accordingly. For further details,
see note 5 and ☑note 6.
As part of a comprehensive analysis of customer contracts due to the first-time adoption of IFRS 15 as at
1 January 2018, reporting of connectivity and maintenance fees within Deutsche Börse Group has been
harmonised. In this context, €5.1 million from other operating income were reclassified as sales revenue
for the 2017 financial year. For further details, see ☑ note 4.
Effects from the first-time adoption of IFRS 9 “Financial instruments"
Deutsche Börse AG has implemented IFRS 9 as at 1 January 2018. The implementation has resulted in
changes to the accounting principles and the restatement of amounts reported in the consolidated
financial statements. Moreover, Deutsche Börse AG has adjusted the presentation of the consolidated
balance sheet in order to enhance transparency as regards the financial instruments used. Under
the new structure, the measurement categories in accordance with IFRS 9 are directly reflected in the
consolidated balance sheet.
221
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Non-current assets
€m
€m
Carrying amount
Category
transition to IFRS 9
0
Changes arising from
(restated)
31 Dec 2017 (IAS 39)
Reclassification of financial assets
Further information
Notes | Basis of preparation
Financial statements
Consolidated balance sheet item
6,539.5
- 6.5
Total non-current assets
LaR
1.2
LaR
29,392.0
0
Other cash and bank balances
LaR
1,297.6
0
Total current assets
124,166.4
- 2.0
Total
130,705.9
- 8.5
1) AFS
available for sale
Category
Carrying amount Consolidated balance sheet item
€m
1 Jan 2018 (IFRS 9)
Further information
Notes | Basis of preparation
Financial statements
-1.5
Management report
Deutsche Börse Group | Annual report 2018
222
5) aAC at amortised cost
4) FVOCI = fair value through other comprehensive income
3) LaR loans and receivables
2) FVPL fair value through profit or loss
Executive and Supervisory Boards
1.2 Financial assets at fair value through profit or loss
3.0
0
Current assets
Current financial instruments held by central counterparties
LaR
272.0
0
Derivatives
79,238.7
0
Receivables and securities from banking business
LaR
12,776.8
0
AFS
254.5
-0.5
Derivatives
5.2
141.8
LaR
0
451.7
0
2.5
LaR
LaR
329.4
LaR
Other current assets
Receivables from related parties
Trade receivables
0
1.5
Notes | Basis of preparation
Change in provision for debt instruments at amortised cost
In accordance with the published decisions taken by the IFRS IC, Deutsche Börse Group will allocate
(a) the recognition of fees charged for the listing of securities to the regulated unofficial market (Frei-
verkehr) as well as (b) fees charged for the admission and inclusion of securities with definite maturities
to/in the regulated market to the projected listing periods of the underlying securities; these amendments
will be applied with retrospective effect as from 1 January 2018. Effective 1 January 2018, the
adjustment effects resulting from the accounting method change amounted to €9.3 million and were
netted against Deutsche Börse Group's equity. Regarding the 2018 financial year, the change in the
accounting method led to an increase in sales revenue of €0.1 million.
Xetra (cash equities)
As a general rule, securities intended for trading on the regulated market of Frankfurter Wertpapierbörse
(FWB, the Frankfurt Stock Exchange) are subject to the admission, listing or inclusion, resolved by
FWB's Exchange Management. Deutsche Börse AG, as the operator of the public-sector exchange,
charges fees for the admission, listing, inclusion and quotation of securities on the regulated market.
Fees charged for the admission and inclusion of securities with definite maturities on the regulated
market are realised using the projected useful lives of the underlying securities. Accordingly, the fees
charged for the listing of securities on the regulated unofficial market are realised using the projected
useful lives of the underlying securities. The method for measuring performance progress based on the
projected useful life correctly reflects the performance progress until the complete fulfilment of the
performance obligation. Customer invoicing is carried out on a quarterly basis, and receivables are
payable upon invoicing.
Listing fees are levied for the activity of all bodies of FWB, which supervise the trading and the settle-
ment of trades as well as ensure the proper functioning of all trading activities (permanent possibility to
make use of exchange facilities). Listing fees are recurring fees, which are charged for a service that is
delivered over time. Accordingly, revenue is realised on a pro-rata basis. Revenue from fees for listings
on the regulated unofficial market is realised in a similar manner.
For trading cash market products, the same accounting treatment as described within the "Eurex
(financial derivatives) segment" section applies for the Xetra (cash equities) segment.
Clearstream (post-trading)
Clearstream provides post-trading infrastructure and services; it offers transaction settlement services as
well as administration and custody of securities. The fees are calculated in accordance with the prices
set in the price list as well as with any relevant discounts granted. In accordance with the general terms
and conditions, the customer authorises direct debiting and consequently no financing component has
been identified.
Customers in the custody business receive the benefit from the service provided and consume it at the
same time as the performance is fulfilled during the contract period. The revenue generated from this is
generally realised on a monthly basis upon invoicing.
Fees collected for the administration of securities and for settlement services are recognised when the
agreed service is provided to the customer. This occurs when instructions are received, and the
transactions are processed. The service has been fulfilled at this point in time. Receivables are recognised
if the agreed service is rendered at a specific point in time and the claim to the consideration solely
depends on the course of time. Since discounts are generally granted on a monthly basis, the recognition
of a contractual liability is not necessary. Customers are invoiced on a monthly basis and consideration
is payable when invoiced.
IFS (investment fund services)
The segment provides services to standardise fund processing and to increase efficiency and safety in the
investment fund sector. The services offered comprise order routing, settlement and asset administration,
as well as custody services.
229
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Revenue is recognised when the promised service is transferred to the customer. This occurs when
instructions are received and the transactions are processed. The service has been fulfilled at this point
in time.
Revenue is recognised based on the price specified in the price list and reduced by the corresponding
rebates. Customers are invoiced on a monthly basis and consideration is payable when invoiced.
In accordance with the general terms and conditions, the customer authorises direct debiting and
consequently no financing component has been identified.
GSF (collateral management)
Via Clearstream, Deutsche Börse Group provides a comprehensive range of global securities financing
(GSF) services with the two most prominent being collateral management and securities lending
services. Customers of collateral management services simultaneously receive and consume the
benefits with the company's performance of the service.
Revenue is recognised over a certain period of time concurrent with the provision of collateral manage-
ment services. Services in the securities lending business, on the other hand, are provided at a specific
point in time.
STOXX is Deutsche Börse Group's global index provider that calculates and distributes a comprehensive
index family. Its offering ranges from blue-chip to benchmark to strategy to sustainability to smart-beta
indices. The Group generates revenue from calculating and marketing indices, which financial market
participants use as underlyings for financial instruments or as a benchmark for the performance of
investment funds. Customers simultaneously receive and consume the benefits provided by the entity's
performance of the service during the contract term. The recognition of revenue for index licences is
based on fixed payments, variable payments (usage-based volumes; mostly assets under management),
or a combination of the two.
For variable payments, customers report their usage, and fees are invoiced in the quarter after usage;
monthly estimates are recognised. This is determined either based on the customer's average usage over
the previous twelve months, adjusted to take into account current developments in the markets, or based
on the real data in the markets on a customer level. Revenue estimates are revised when warranted by
the circumstances. Increases and decreases in estimated revenue are reflected in the consolidated income
statement in the period in which the circumstances that give rise to the revision become known by
the management.
For two fee components (minimum fee and usage-based fee), a contract liability is recognised and
reduced each month based on the usage that has been recognised each month. Customers are invoiced
on a quarterly basis, and consideration is payable when invoiced.
Data
Market participants subscribe to real-time trading and market signals or licence these services for their
own use, processing, or dissemination. The customer simultaneously receives and consumes the
benefits provided by the entity's performance during the contract term. Customers report their usage,
and fees are charged in the month after usage. Deutsche Börse Group puts together monthly estimates
that are based on the trend of the preceding months. Revenue estimates are revised when warranted by
the circumstances. Increases and decreases in estimated revenue are reflected in the consolidated
income statement in the period in which the circumstances that give rise to the revision become known
by the management.
230
Further information
Further information
Notes Basis of preparation
STOXX (index business)
Management report
Financial statements
Adjustment to the recognition of revenue from a pricing scale agreement
A pricing scale agreement exists for the continual provision of service in the cash market. An average
price is calculated as a basis for the recognition of revenue. Due to the fact that, relatively speaking, a
higher consideration is due on the part of the customer at the beginning of the contract compared to the
services the customer receives during this period, a contract liability must be recognised and dissolved
over the contract period until the end of the contract. The adjustment effect resulting from the change in
the accounting method as at 1 January 2018 amounts to €1.4 million and is offset against equity. With
regard to the 2018 financial year, the change in the accounting method results in an increase of sales
revenue of €0.7 million.
Recognition of revenue and expenses
Revenue from contracts with customers
Eurex (financial derivatives)
Deutsche Börse Group operates one of the leading global derivatives exchanges as well as one of the
leading clearing houses. Revenue in the derivatives business is generated primarily from fees that are
charged for transactions with regard to the matching/registration, administration and regulation of order
book and off-book transactions on Eurex Deutschland. Additionally, there are connectivity fees. Fees, as
well as any reductions due to discounts and rebates, are specified in price lists and circulars. Rebates
depend mainly on monthly volumes or the monthly fulfilment of liquidity provisioning obligations in
certain products or product groups.
Revenue for transactions in listed derivatives is recognised as soon as contracts are matched/registered
and there is no unfulfilled obligation towards the customer. A receivable is recognised when the
promised service is transferred at a specific point in time, and the entitlement to consideration depends
solely on the passage of time. Transaction fees are invoiced on a monthly basis and are payable when
invoiced. As rebates are granted mainly on a monthly basis, there is no need to recognise a contract
liability. Payments are generally debited directly from the clearing member immediately after invoicing,
which means that there are no financing components.
Fees are also collected for clearing and settlement services provided for off-exchange (over-the-counter,
OTC) transactions and are generated primarily from posting and administration fees. Fees for these
transactions and the related discounts and rebates are also specified in price lists and circulars of Eurex
Clearing AG.
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Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
The accounting treatment of the most important performance obligations of Deutsche Börse Group's
segments is described below.
In the case of OTC transactions, posting fees are recognised at novation on a monthly basis. These fees
are recognised at a specific point in time; namely, when the promised service is transferred at a specific
point in time, and the entitlement to consideration depends solely on the passage of time. OTC
administrative fees are recognised based on a time period as the service is provided until the transaction
has been closed, terminated or has matured. A receivable is recognised monthly based on the usage
within the respective month, provided that the respective position is still open at month end. In general,
the payments are directly debited from the clearing member, which means that there are no financing
components.
Deutsche Börse Group | Annual report 2018
Further information
228
Access fees, transaction fees, as well as trading platform fees, contain different discount schedules
on a monthly basis. Such discounts are considered accordingly in the month in which the services
are rendered and reduce the sales revenue of such period. They are invoiced on a monthly basis.
Maintenance fees are invoiced on an annual basis.
Via 360T group, the segment operates one of the biggest independent global multibank and multi-
product trading platforms. 360T is a provider of optimised services covering the entire trading process
of foreign-exchange products. It generates commission income from transaction and access fees payable
for the use of its trading platform. In addition, 360T generates installation fees from the onboarding of
customers on its trading platform, as well as user set-up fees and fees for the programming and
maintenance of necessary interfaces.
360T (foreign exchange)
Revenue is recognised when the contractually agreed service is provided to the customer. Revenue from
the use of the platform and maintenance fees are recognised on a pro-rata basis.
Revenue is recognised as soon as contracts are matched/registered and there is no unfulfilled obligation
towards the customer as the service has already been performed by this point in time. EEX recognises
receivables when the promised service is provided at a certain time and the entitlement to consideration
depends solely on the passage of time. Most of the invoiced amounts are debited directly from the
clearing members, which means that there are no financing components.
The EEX segment operates the central marketplace for energy and other commodity products in Europe.
Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as
freight rates and agricultural products. Revenue is generated primarily from fees that are charged for
exchange trading and clearing of commodity products. Transaction fees are specified in the price list.
Rebates are granted primarily in the form of monthly rebates for the provision of a certain volume or level
of liquidity. These types of rebates are dependent upon the total monthly volume or the monthly
fulfilment of certain liquidity provision obligations.
EEX (commodities)
Deutsche Börse Group offers a whole range of connectivity options to the trading and clearing platforms.
The customer has use of the company's service and uses the service as it is performed over the life
of the contract. As the smallest reporting period is the same as the contract term, the performance
progress equals 100 per cent. The connectivity revenue generated from this is usually realised monthly
with invoicing.
Executive and Supervisory Boards
Financial assets with embedded derivatives are considered in their entirety when determining whether
their cash flows are solely payment of principal and interest.
Deutsche Börse Group | Annual report 2018
Subsequent measurement of debt instruments depends on the Group's business model for managing the
asset and cash flow characteristics of the respective assets. Deutsche Börse Group allocates each debt
instrument in one of the following categories:
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
At initial recognition, Deutsche Börse Group measures a financial asset at its fair value through profit or
loss. In the case of financial assets measured through other comprehensive income, measurement also
takes into account transaction costs that are directly attributable to the acquisition of the respective
asset. Transaction costs of financial assets carried at fair value through profit or loss are recognised in
profit or loss.
Further information
Financial assets: subsequent measurement of debt instruments
236
Deutsche Börse Group subsequently measures all equity investments at fair value. Where the Group's
management opted for presenting fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit
or loss following the derecognition of the investment. Dividends from such investments are recognised
in profit or loss as net income from strategic investments when the Group's right to receive payments
is established.
▪ Fair value through other comprehensive income (FVOCI): Assets that are held for collection of con-
tractual cash flows and for selling the financial assets, where the assets' cash flows represent solely
payments of principal and interest, are measured at FVOCI. Changes in the carrying amount are shown
in other comprehensive income. An exception to this rule is the recognition of impairment gains or
losses, interest revenue and foreign-exchange gains and losses which are recognised in profit or loss.
When a financial asset is derecognised, the cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss and recognised in other operating
income or expenses. Interest income from these financial assets would be included in financial income
or in net interest income from banking business using the effective interest rate method. Foreign-
exchange gains and losses are presented in other operating income or expenses or in financial income
or expense. Impairment expenses are shown in other operating expenses. The Group did not follow
the business model to hold and to sell in the reporting period. Accordingly, no debt instruments were
classified at FVOCI.
▪ Fair value through profit or loss (FVPL): Financial assets that do not meet the criteria for measurement
at amortised cost or at FVOCI, are measured at FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL and not part of a hedging relationship is recognised in profit or loss and
included as a net amount in the consolidated income statement within net income from strategic
investments in the period in which it arises.
Financial assets: subsequent measurement of equity instruments
237
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Executive and Supervisory Boards
Management report
Financial assets: initial measurement
Financial statements
Further information
Notes Basis of preparation
▪ Amortised cost: Assets held for collection of contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured at amortised cost. A gain or loss on a debt
instrument that is subsequently measured at amortised cost is recognised through profit or loss when
the asset is derecognised or impaired. Interest income from these financial assets is included in financial
income or in net interest income from banking business using the effective interest rate method. Foreign-
exchange gains and losses are shown in other operating income or expenses or in financial income
or expense.
The Group reclassifies debt instruments when - and only when - its business model for managing such
items changes.
235
The classification depends on the entity's business model for managing the financial assets and
contractual terms of the cash flows.
At the acquisition date, goodwill is allocated to identifiable groups of assets (cash-generating units) or
groups of cash-generating units that are expected to create synergies from the relevant acquisition. If
changes arise in the structure of cash-generating units, for example through a new segmentation,
goodwill is allocated taking into account the relative fair values of the newly defined cash-generating
units. Irrespective of any indications of impairment, these items must be tested for impairment at least
annually at the lowest level of impairment at which Deutsche Börse Group monitors the respective
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 that 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 reporting date to establish whether there are any indications that an
impairment loss recognised on non-current assets (excluding goodwill) in prior periods 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 prior periods. Impairment losses on goodwill are not reversed.
Changes in the fair value of financial assets measured at fair value through profit or loss are recognised
in net income from strategic investments in the consolidated income statement as applicable.
Fair value measurement
The fair value of a financial instrument is measured using quoted market prices, if available. If no quoted
market prices are available, observable market prices, for example for interest rates or exchange rates,
are used. This observable market information is then used as inputs for financial valuation techniques,
e.g. option pricing models or discounted cash flow models. In isolated instances, fair value is determined
exclusively on the basis of internal valuation models.
Investments in associates and joint ventures
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement.
Financial instruments
Financial assets since 1 January 2018
Financial assets: recognition and derecognition of financial assets
Financial assets are recognised when the Group or one of its companies becomes a party to a
financial instrument. Regular way purchases and sales of financial assets are generally recognised
and derecognised at the trade date. Purchases and sales of debt instruments classified as
"at amortised cost" and of equities eligible for clearing via the central counterparties (CCPs) of
Deutsche Börse Group are recognised and derecognised at the settlement date.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
Financial assets are derecognised when the contractual rights to the cash flows expire or when the
company transfers these rights in a transaction that transfers substantially all risks and rewards of
ownership of the financial assets.
Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the con-
text of the ASLplus securities lending system. Legally, it operates between the lender and the borrower
without being an economic party to the transaction (transitory items). In these transactions, the securities
borrowed and lent match each other. Consequently, these transactions are not recognised in the consoli-
dated balance sheet.
Financial assets: measurement
Since 1 January 2018, the Group has classified its financial assets according to the following
measurement categories:
■ fair value (through other comprehensive income or through profit or loss)
■ amortised cost
For assets measured at fair value, gains and losses will be recognised in profit or loss or in other com-
prehensive income. For investments in debt instruments, the recognition method will depend on the
business model according to which the investment is held. For investments in equity instruments that
are not held for trading, this will depend on whether Deutsche Börse Group made use of the option
at the time of initial recognition to account for the equity investment at fair value through other com-
prehensive income. The classficiation chosen may not be changed in future periods.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not
reported separately from other changes in fair value.
Financial assets: subsequent measurement of financial assets
Impairment
Further information
Subsequent measurement of financial instruments followed the categories which are described below.
Until the end of 2016, Deutsche Börse Group had not made use of the option to allocate financial assets
to the "held-to-maturity investments" category. In 2017, Deutsche Börse Group applied the option for
the first time to designate financial assets at fair value through profit or loss (the fair value option) for a
convertible bond.
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Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
The financial assets were allocated to the respective categories at initial recognition.
Assets held for trading
Derivatives that were not designated as hedging instruments, as well as financial instruments held by
central counterparties (excluding collateral not yet collected from clearing participants) were measured
at fair value through profit or loss.
If they resulted from banking business, realised and unrealised gains and losses were immediately
recognised in the consolidated income statement as “other operating income", "other operating
expenses" and "net interest income from banking business” or, if incurred outside the banking business,
as "financial income" and "financial expenses".
Loans and receivables
Loans and receivables were recognised at amortised cost, taking into account any impairment losses, if
applicable. Premiums and discounts were included in the amortised cost of the instrument concerned
and were amortised using the effective interest method; they were contained in “net interest income from
banking business" if they related to banking business, or in “financial income” and “financial expense”.
Cash and cash equivalents
Cash and cash equivalents comprised cash on hand and demand deposits as well as financial assets
that were readily convertible to cash. They were subject to only minor changes in value. Cash and cash
equivalents were measured at amortised cost.
Restricted bank balances mainly included cash deposits by market participants that were invested largely
overnight, mainly at central banks or in the form of reverse repurchase agreements with banks.
Available-for-sale financial assets
Non-derivative financial assets were classified as "available-for-sale financial assets" if they could not
be allocated to the "loans and receivables" or "assets held for trading" categories.
Available-for-sale financial assets were generally measured at the fair value observable in an active
market. Unrealised gains and losses were recognised directly in equity in the revaluation surplus.
Impairment losses and the effects of exchange rates on monetary items were excluded from this general
principle and were recognised in profit or loss.
Equity instruments for which no active market existed were measured on the basis of current comparable
market transactions, if these were available. If an equity instrument was not traded in an active market
and alternative valuation methods could not be applied to that equity instrument, it was measured at cost,
subject to an impairment test.
240
Financial assets were initially measured at fair value; in the case of a financial asset that was not
measured at fair value through profit or loss in subsequent periods; this included transaction costs.
If they were settled within one year, they were allocated to current assets. All other financial assets
were allocated to non-current assets.
Financial assets: initial measurement
Financial assets were derecognised when the contractual rights to the cash flows from the financial
asset expired or when the company transferred these rights in a transaction where substantially all the
risks and rewards of ownership of the financial asset were transferred.
Financial assets were recognised when a Group company became a party to the contractual provisions
of the instrument. Regular purchases and sales of financial assets were generally recognised or
derecognised, respectively, as at the trade date. The purchase and the sale of debt instruments carried at
amortised cost, as well as equity securities that were settled via a central counterparty of Deutsche Börse
Group, were recognised and derecognised, respectively, as at the settlement date.
The Group assesses the expected credit losses associated with its debt instruments carried at amortised
cost or at FVOCI on a forward-looking basis. The impairment is measured based on an amount equal
to twelve-month expected losses or lifetime expected losses at Deutsche Börse Group. The impairment
methodology applied depends on whether there has been a significant increase in credit risk. A loss
allowance equal to twelve-month expected losses is recognised unless the credit risk on a financial
instrument has increased significantly since initial recognition.
In accordance with IFRS 9, a default is assumed, and a transfer to stage 3 is required when a financial
asset is credit-impaired, i.e. when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Deutsche Börse Group has identified the
following triggers to identify an event of default and which cause a transfer to stage 3 accordingly:
▪ Legal default: a contractual partner is unable to fulfil its contractual obligation according to an
agreement with Deutsche Börse Group due to insolvency/bankruptcy.
■ Contractual default: a contractual partner is unable or unwilling to fulfil, in a timely manner, one or
more of its scheduled contractual obligations according to an agreement with Deutsche Börse Group.
The non-fulfilment of the contractual obligation could potentially result in a financial loss for Deutsche
Börse Group.
IFRS 9 sets out that a default is to be assumed if a debtor is past due for more than 90 days. This is
only used as a fallback at Deutsche Börse Group, as the company expects to identify a debtor's default
based on the above-mentioned criteria at an earlier point in time. For trade receivables, a default is
assumed for amounts which are overdue for more than 360 days.
Financial assets are considered to have low credit risk if listed bonds and other financial investments or
counterparties have an investment-grade credit rating. For financial assets with a low credit risk rating,
a risk provision is calculated that is equal to the twelve-month expected loss.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires
lifetime expected losses to be recognised from initial recognition of the receivables.
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Executive and Supervisory Boards
Management report
As at the reporting date, Deutsche Börse Group has designated all equity instruments as at fair value
through other comprehensive income.
Financial statements
Further information
In case there is no reasonable expectation that the outstanding amounts can be collected, receivables are
written off directly. Indicators used to arrive at the “uncollectability assumption” include the following:
■ Insolvency proceedings are not started due to missing substance of the debtor.
■ Insolvency proceedings have not resulted in any payment for a period of three years, and there is no
indication that any amount will be received going forward.
■ Enforcement activities are not pursued by Deutsche Börse Group due to cost-benefit analysis, or
Deutsche Börse Group has tried unsuccessfully to collect the receivable for a period of three years.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits as well as financial assets
that are readily convertible into cash. They are subject to only minor changes in value. Cash and cash
equivalents are measured at amortised cost.
Restricted bank balances mainly include cash deposits by market participants that are invested largely
overnight, mainly at central banks or in the form of reverse repurchase agreements with banks.
Financial assets until 31 December 2017
The Group has opted for retrospective application of IFRS 9 but did not elect to restate prior-year
figures. Accordingly, the presented comparative information continues to be accounted for in line with
the accounting policies previously applied for financial assets. These are set out in the following:
Financial assets: recognition and derecognition
Notes | Basis of preparation
Notes Basis of preparation
Repair and maintenance costs are expensed as incurred.
Management report
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 must
be capitalised and which cannot be capitalised:
Financial statements
■ Definition of product design
■
Specification of the expected economic benefit
■ Initial cost and revenue forecast
2. Detailed specifications
■ Compilation and review of precise specifications
■ Troubleshooting process
3. Building and testing
Development costs that have to be capitalised 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 capitalisation are recognised through profit or loss. Interest expense
that cannot be allocated directly to one of the development projects is recognised in profit or loss in the
reporting period and not included in capitalised development costs. If research and development costs
cannot be separated, the expenditures are recognised as expenses in the period in which they are incurred.
■ Software programming
4. Acceptance
■ Planning and implementation of acceptance tests
■ Analysis to identify weak points in functional, operational software
■ Identification of inefficiencies
5. Simulation
"
Preparation and implementation of simulation
■
Compilation and testing of simulation software packages
Compilation and review of documents
■ Product testing
Further information
Notes | Basis of preparation
Financial statements
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Revenue is recognised based on the price specified in the price list. Customers are invoiced on a
monthly basis, and consideration is payable when invoiced.
Volume-related costs
The "volume-related costs" item comprises expenses that depend, in particular, on the number of certain
trade or settlement transactions, the custody volume, the Global Securities Financing volume, or the
volume of market data acquired or that result from revenue-sharing agreements or maker-taker pricing
models. Volume-related costs are not incurred if the corresponding revenue is no longer generated.
Interest income and expense
Interest income and expense 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
economic benefits associated with the transaction will flow to the entity and the income can be measured
reliably. Interest expense is recognised in the period in which it is incurred. Interest income and expense
from banking business are set off in the consolidated income statement and disclosed separately
in note 4.
Dividends
Dividends are recognised in net income from strategic 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 for an
internally developed intangible asset are only capitalised when the definition and recognition criteria of
an intangible asset and the recognition criteria of an intangible asset generated from development are
met. An intangible asset has to be recognised when it is probable that the expected future economic
benefit will flow to Deutsche Börse Group, and the cost of the asset can be measured reliably. An
intangible asset generated from development has to be recorded when Deutsche Börse Group can
provide evidence of the following:
■ the technical feasibility of completing the intangible asset so that it will be available for use or sale
■ the intention to complete development of the intangible asset and use (or sell) it
■the ability to use or sell the intangible asset
■ how the intangible asset will generate probable future economic benefits
■the availability of adequate technical, financial and other resources to complete the intangible asset
■ the ability to reliably measure the costs attributable to the intangible asset during its development
231
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
6. Roll-out
■ Planning of product launch
1. Design
O Compilation and review of documents
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
Property, plant and equipment
Depreciable items of property, plant and equipment are 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
overheads. No borrowing costs were recognised in the reporting period as they could not be directly
allocated to any particular development project.
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
If it is probable that the future economic benefits associated with an item of property, plant and
equipment will flow to the Group and the cost of the asset in question can be reliably determined,
expenditure subsequent to acquisition is added to the carrying amount of the asset as incurred. The
carrying amounts of any parts of an 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 reporting date, the Group
assesses whether there are any indications that an asset may be impaired. If this is the case, the 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.
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing
use of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be
determined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset
can be allocated is determined.
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 at least once a year. If the estimated
recoverable amount of the asset or CGU is lower than the respective carrying amount, an impairment
loss is recognised and the net carrying amount of the asset or CGU, respectively, is reduced to its
estimated recoverable amount.
■ Compilation and dispatch of production systems
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
233
234
Assets with an indefinite useful life - exchange licences and transaction-dependent trade names – are
tested for impairment at least once a year.
Since the acquired exchange licences have no time limit on their validity and, in addition, there is an
intention to maintain the exchange licences disclosed as at 31 December 2018 as part of the general
business strategy, an indefinite useful life is assumed. Moreover, it is assumed that the trade name of
STOXX, certain trade names of 360T as well as certain registered trade names of EEX group also have
an indefinite useful life. These umbrella brands benefit from strong brand awareness and are used in the
course of operating activities, so there are no indications that their useful life is limited.
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Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Intangible assets
Capitalised development costs are amortised from the date of first use of the software using the straight-
line method over the asset's 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 or settlement systems, and for certain enhancements of
these systems.
Purchased software is carried at cost and reduced by 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.
In accordance with IAS 38, only expenses attributable to the "detailed specifications" and "building and
testing" phases are capitalised. All other phases of software development projects are expensed.
Asset
Useful life of software
The other intangible assets were largely acquired within the context of business combinations and refer
to exchange licences, trade names and customer relationships. The acquisition costs correspond to the
fair values as at the acquisition date.
Goodwill is recognised at cost and tested at least once a year for impairment.
The amortisation period for intangible assets with finite useful lives is reviewed at a minimum at
the end of each financial year. If the expected useful life of an asset differs from previous estimates, the
amortisation period is adjusted accordingly.
Intangible assets are derecognised on disposal or when no further economic benefits are expected to flow
from them.
Assets with a finite useful life are amortised using the straight-line method over their expected useful life.
Depending on the relevant acquisition transaction, the expected useful life is 5 years for trade names,
4 to 24 years for participant and customer relationships, and 2 to 20 years for other intangible assets.
Amortisation period
3 to 10 years
Internally developed custom software
Purchased custom software
Standard software
3 to 7 years
3 to 7 years
Deutsche Börse Group has not entered into fair value hedges in 2017 or 2018.
Financial liabilities measured at amortised cost
Financial liabilities not held for trading are carried at amortised cost. The borrowing costs associated with
the placement of financial liabilities are included in the carrying amount and accounted for using the
effective interest method if they are directly attributable. Discounts are amortised over the term of the
liabilities.
Financial liabilities measured at fair value through profit or 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 or 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 hedging activities since 1 January 2018
Derivatives are initially recognised at fair value on the date a derivatives contract is entered into and
are subsequently re-measured at their fair value at the end of each reporting period. The accounting
for subsequent changes in fair value depends on whether the derivatives contract is designated as a
hedging instrument.
The Group designates currency or interest rate derivatives as hedges of foreign-exchange risk associated
with the cash flows of highly probable forecast transactions and interest rate swaps if required as hedges
of interest rate risk associated with the expected issuance of fixed interest rate bonds in the future (both
cash flow hedges).
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 statements
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Executive and Supervisory Boards
Management report
Notes Basis of preparation
Further information
The fair value of a hedging derivative is classified as a non-current asset or liability when the remaining
maturity of the hedged item is more than twelve months; it is classified as a current asset or liability
when the remaining maturity of the hedged item does not exceed twelve months.
Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognised in other comprehensive income, limited to the cumulative change in fair value
of the hedged item on a present value basis from the inception of the hedge. The gain or loss relating to
the ineffective portion is recognised immediately in profit or loss within net interest income from banking
business or within financial income or expense.
Offsetting financial assets and liabilities
At the inception of the hedging transaction, the Group documents the economic relationship between
hedging instruments and hedged items including whether the hedging instrument is expected to offset
changes in cash flows of hedged items. The Group also documents its risk management objective and
strategy for undertaking various hedge transactions at that point in time.
Financial liabilities are recognised when a Group company becomes a party to the instrument. Purchases
and sales of equities via the central counterparty Eurex Clearing AG are recognised at the settlement date
analogous to financial assets.
Deutsche Börse Group had laid down criteria for assessing whether there was evidence of impairment.
These criteria primarily included significant financial difficulties on the part of the debtor and breaches of
contract. In the case of equity instruments, the assessment also took into account the duration and the
amount of the impairment compared with cost. If the decline in value amounted to at least 20 per cent
of the cost or lasted for at least nine months, or if the decline was at least 15 per cent of the cost and
lasted for at least six months, Deutsche Börse Group took this to be evidence of impairment. Impairment
was assumed in the case of debt instruments if there was a significant decline in the issuer's credit quality.
Further information
Management report
Financial statements
Amounts accumulated in other comprehensive income are reclassified in the periods when the hedged
item affects profit or loss, as follows:
Notes Basis of preparation
Further information
Realised gains and losses were generally recognised in “financial income” or “financial expense”.
Interest income in connection with debt instruments in the banking business was recognised in the
consolidated income statement in "net interest income from banking business" using the effective interest
rate method. Other realised gains and losses were recognised in the consolidated income statement in
"other operating income" and "other operating expenses".
Derecognition of financial assets
Financial assets were derecognised when the contractual rights to the cash flows expired or when
substantially all the risks and rewards of ownership of the financial assets were transferred.
Clearstream Banking S.A. acts as a 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
without being an economic party to the transaction (transitory items). In these transactions, the securities
borrowed and lent match each other. Consequently, these transactions were not recognised in the
consolidated balance sheet.
Financial liabilities
Impairment of financial assets
The amount of an impairment loss for a financial asset measured at amortised cost was 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 was 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 (unlisted equity instruments)
was 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 was not permitted.
In the case of available-for-sale financial assets, the impairment loss was calculated as the difference
between cost and fair value. Any reduction in fair value previously recognised in equity was
reclassified to profit or loss upon determination of the impairment loss. An impairment loss recognised on
debt instruments was only permitted to be reversed in a subsequent period if the reason for the original
impairment no longer applied.
241
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Financial assets that were not measured at fair value through profit or loss were reviewed at each
reporting date to establish whether there were any indications of impairment.
■ The amount accumulated in the cash flow hedge reserve is reclassified to profit or loss as a
reclassification adjustment in the same period or periods during which the hedged future cash flows
affect profit or loss. If that amount is a loss and Deutsche Börse Group expects that the entirety or
a portion of that loss will not be recovered in one or more future periods, it immediately reclassifies
the amount that is not expected to be recovered into profit or loss as a reclassification adjustment.
■ The gain or loss relating to the effective portion of the interest rate-related instruments hedging fixed-
rate borrowings is recognised in profit or loss within “financial expenses".
Executive and Supervisory Boards
Hedge ineffectiveness is recognised in profit or loss within net interest income from banking business
or financial income or expenses.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
■ Nodal Clear, LLC was acquired by European Energy Exchange in 2017 as part of Nodal Exchange
group. Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) registered in the United States
and is the central counterparty for all transactions executed on Nodal Exchange.
The transactions of the clearing houses are only executed between the respective clearing house and
a clearing member.
In accordance with IFRS 9, purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date.
244
For products that are marked to market (futures, options on futures as well as OTC interest-rate
deriva-tives), the clearing houses recognise gains and losses on open positions of clearing members on
each exchange day. By means of the variation margin, profits and losses on open 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. Therefore, futures and OTC interest rate derivatives are not reported in the consolidated
balance sheet.
"Financial instruments held by central counterparties" 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 the clearing house in accordance with the rules set out in the contract
specifications (see also the clearing conditions of the respective clearing house).
Cash or securities collateral held by central counterparties
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems 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
respective default fund (for further details, see the risk report in the combined management report).
Cash collateral is reported in the consolidated balance sheet under "cash deposits by market participants"
and the corresponding amounts under "restricted bank balances".
245
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
"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. Receivables and liabilities from repo transactions and
from cash-collateralised securities lending transactions are classified as held for trading and carried at
fair value.
▪ European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of EEX group and the connected partner exchanges.
▪ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on Eurex
Deutschland. It also guarantees the settlement of all transactions for 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. Eurex Clearing AG also
guarantees the settlement of off-order-book trades entered for clearing in the trading systems of the
Eurex exchanges, Eurex Bonds, Eurex Repo, the Frankfurt Stock Exchange and the Irish Stock
Exchange. In addition, Eurex Clearing AG clears over-the-counter (OTC) interest rate derivatives and
securities lending transactions, where these meet the specified novation criteria.
European Commodity Clearing AG, Nodal Clear, LLC and Eurex Clearing AG act as central
counterparties:
Hedges of a net investment in a foreign operation
The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is
recognised in other comprehensive income. It is recognised in profit or loss when the foreign operation
is sold. The ineffective portion of the gain or loss on the hedging instrument is recognised immediately
in the consolidated income statement.
243
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Derivatives and hedges (until 31 December 2017)
Derivatives were used to hedge interest rate risk or currency risk. All derivatives were carried at their
fair values.
Hedge accounting was used for derivatives that were part of a hedging relationship determined
to be highly effective and for which certain conditions were met. This related in particular to the
documentation of the hedging relationship and the risk strategy and to how reliably effectiveness
could be measured.
Cash flow hedges
The portion of the gain or loss on the hedging instrument determined to be highly effective was
recognised in other comprehensive income. This gain or loss ultimately adjusted the value of the hedged
cash flow, i.e. the gain or loss on the hedging instrument was recognised in profit or loss when the
hedged item was recognised in the balance sheet or in profit or loss. The ineffective portion of the gain
or loss was recognised immediately in the consolidated income statement.
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, was recognised immediately in the consolidated income statement.
Any gain or loss on the hedged item adjusted 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 was designated as a highly
effective hedge was recognised in other comprehensive income. It was recognised in profit or loss when
the foreign operation was sold. The ineffective portion of the gain or loss was recognised immediately
in the consolidated income statement.
Derivatives that were not part of a hedging relationship
Gains or losses on derivative instruments that were not part of a highly effective hedging relationship
were recognised immediately in the consolidated income statement.
Financial instruments held by central counterparties
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the
criteria for hedge accounting, the Group discontinues hedge accounting. When the forecast transaction
is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were
reported in equity are immediately reclassified to profit or loss.
Deutsche Börse Group | Annual report 2018
the period are also recognised directly in other comprehensive income. The actuarial gains
Performance Share Plan (PSP)
Management report
Financial statements
Notes | Basis of preparation
Further information
Deferred tax assets and liabilities
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled.
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 unused tax loss carryforwards
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 the fair value and 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.
For details regarding changes to the accounting of leases as of 1 January 2019, see ☑ note 1.
Consolidation
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are included
in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed to variable
returns resulting from its involvement with the company 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 acquisition
date fair values. 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.
250
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
247
Actuarial gains or losses resulting from changes in expectations with regard to life expectancy, pension
trends, salary trends and 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 comprehensive
income. Actuarial gains and losses recognised in other comprehensive income may not be reclassified 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 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, S&P Global Ratings, 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, in principle, based on a discount rate of 1.75 per cent, which is determined according to the
Towers Watson "Global Rate: Link" methodology updated in line with the current market trend.
Provisions for pension obligations are measured separately for each pension plan, using the projected
unit credit method on the basis of actuarial opinions. The fair value of plan assets is deducted from the
present value of pension obligations, reflecting the asset ceiling rules if there are any excess plan assets.
This results in the net defined benefit liability or asset. Net interest expense 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.
Defined benefit plans
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
This pension plan was reported as a defined contribution plan, given the limited information regarding
the allocation of fund assets to member institutions and beneficiaries.
Several Deutsche Börse Group companies are, along with other financial institutions, member institu-
tions of BVV Versicherungsverein des Bankgewerbes a.G. (BVV), a pension insurance provider with a
registered office in Berlin, Germany. Employees and employers make regular contributions, which are
used to provide guaranteed pension plans and a potential surplus. The contributions to be made are
calculated based on contribution rates applied to active employees' monthly gross salaries, taking into
account specific financial thresholds. Member institutions are liable in the second degree regarding the
fulfilment of BVV's agreed pension benefits. However, we consider the risk that said liability would
actually be utilised as remote. Given that BVV membership is governed by a Works Council Agreement,
membership termination is subject to certain conditions. Deutsche Börse Group considers BVV pension
obligations as multi-employer defined benefit pension plans (leistungsorientierte Pläne). However,
the Group currently lacks information regarding the allocation of BVV assets to individual member
institutions and the respective beneficiaries, as well as regarding Deutsche Börse Group's actual share in
BVV's total obligations. Hence, Deutsche Börse Group discloses this plan as a defined contribution plan
("beitragsorientierter Plan"). Based on its latest publications, BVV does not suffer any deficient cover
with a potential impact on Deutsche Börse Group's future contributions.
Executive and Supervisory Boards
Multi-employer plans
Deutsche Börse Group | Annual report 2018
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are
settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based
payment transactions. The options are measured using an option pricing model (fair value measure-
ment). Any right to payment of a stock bonus only vests after the expiration of the one-year service
period on which the plan is based, taking a three-year retention period and a one-year waiting period
into account.
Financial statements
or losses and the difference between the expected and the actual return or loss on plan assets are
recognised in the revaluation surplus.
Other long-term benefits for employees and members of executive boards (total disability pension,
transitional payments and surviving dependants' 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.
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date.
A restructuring provision 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 such plan or by announcing its principal features to those affected.
Provisions in the context of the programme resolved in 2018 to reduce structural costs (Structural
Performance Improvement Programme, SPIP) as well as provisions recognised for contractually agreed
early retirement agreements and severance agreements, are recorded in other provisions.
Contingent liabilities are not recognised, but rather 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 (GSP), the Stock Bonus Plan (SBP), the
Co-Performance Investment Plan (CPIP) and the Performance Share Plan (PSP) as well as the Long-term
Sustainable Instrument (LSI) and the Restricted Stock Units (RSU), which provide share-based
payment components for employees, senior executives and executive board members.
Group Share Plan (GSP)
Under the GSP, shares are generally granted at a discount to the market price to the non-executive staff of
Deutsche Börse AG and of participating subsidiaries who have been employed on a non-temporary
basis since at least 31 March of the previous year. The expense of this discount is recognised in the
income statement at the grant date.
248
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Further information
Stock Bonus Plan (SBP)
The SBP for senior executives of Deutsche Börse AG and of participating subsidiaries grants a long-term
remuneration component in the form of so-called SBP shares. These are generally accounted for as share-
based payments for which Deutsche Börse AG has a choice of settlement in cash or equity instruments
for certain tranches. Tranches due in previous years were each settled in cash. Regarding the 2018
tranche, cash settlement has been agreed upon too. Under these circumstances, it is presently presumed
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
consolidated income statement. Any right to payment of a stock bonus only vests after the expiration of the
service or performance period of four years on which the plan is based.
Management report
The PSP was launched in financial year 2016 for members of the Executive Board of Deutsche Börse AG
as well as selected senior executives and employees of Deutsche Börse AG and of participating
subsidiaries. The number of phantom PSP shares to be allocated is calculated based on the number
of shares granted and the increase of net profit for the period attributable to Deutsche Börse AG share-
holders, as well as 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
constituents. The shares are subject to a performance period of five years. The subsequent payment
of the stock bonus will be settled in cash. For further details on this plan, please see the ☑“Principles
governing the PSP and assessing target achievement for performance shares" section in the
remuneration report.
Long-term Sustainable Instrument (LSI)
In order to meet regulatory requirements, the LSI for risk takers (employees whose professional activities
have a material impact on the operations of institutions) was introduced in financial year 2014 (see
note 28). LSI shares are generally settled in cash. Regarding the 2014 tranche, the respective com-
panies have the option to fulfil their obligations by delivering shares of Deutsche Börse AG. The remaining
tranches will be settled in cash. Deutsche Börse Group thus measures the LSI shares as cash-settled
share-based payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking certain waiting periods into account.
Restricted Stock Units (RSU)
249
Notes | Basis of preparation
Further information
Financial statements
Executive and Supervisory Boards
Management report
Notes | Basis of preparation
Financial statements
Further information
Further information
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
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 recognised in other comprehensive income.
The transaction costs directly attributable to the acquisition of treasury shares are accounted for as
a deduction from shareholders' equity (net of any related income tax benefit).
Non-current assets held for sale, disposal groups and discontinued operations
Notes Basis of preparation
Discontinued operations exclusively comprise assets and liabilities which are to be sold, entirely or
partly, as part of an individual plan or are to be abandoned. Furthermore, discontinued operations are
assets or liabilities of major lines of business or geographical areas of operations. Every line of business
or geographical area of operation must be identifiable for operational and accounting purposes. Net
profit from discontinued operations is recognised in the period in which it is incurred, and is disclosed
separately in the consolidated income statement and the consolidated statement of comprehensive
income. The corresponding cash flows are disclosed separately in the consolidated cash flow statement.
Furthermore, the figures disclosed in the previous year's income statement and cash flow statement
have been restated accordingly.
Deutsche Börse Group | Annual report 2018
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. Disposal groups may comprise current and
non-current assets, and the corresponding liabilities, which fulfil the criteria provided above and which
are to be sold and discontinued. Income and expenses from non-current assets held for sale are
recognised within continuing operations, provided such items are not included in net profit from
discontinued operations.
There are defined contribution pension plans for employees in several countries. In addition, the
employer pays contributions to employees' private pension funds.
246
There are defined contribution plans as part of the occupational pension system using pension funds and
similar pension institutions, as well as on the basis of 401(k) plans. In addition, contributions are paid to
the statutory pension insurance scheme. The level of contributions is normally determined in relation to
income. As a rule, no provisions are recognised for defined contribution plans. The contributions paid are
reported as pension expenses in the year of payment.
Pensions and other employee benefits relate to defined contribution and defined benefit pension plans.
Pensions and other employee benefits
Defined contribution plans
212.2
0
-3.4
-0.5
66.7
56.5
0
0
0
0
12.1
10.0
5.5
-3.4
-0.5
78.8
256.6
5.5
-25.0
0.5
0
-0.2
-0.5
67.1
62.5
0
0
-8.3
-8.0
36.6
30.8
1.3
-4.5
-1.2
70.8
59.0
1.3
-19.4
0.5
British pound
66.5
43.8
-5.5
-6.0
0
0
208.1
231.9
-1.7
-1.8
0.1
0.1
389.7
466.2
-43.6
-48.1
0.2
0.1
17.8
15.4
0
0.1
0
0
36.4
40.3
6.1
6.8
-22.8
-28.0
228.7
218.3
41.8
3.6
2.0
-1.6
-2.2
44.4
42.7
21.6
24.0
-61.2
-3.7
-53.3
796.5
0
0
-12.0
-9.7
82.1
936.1
59.9
23.7
73.1
-0.3
25.6
10.8
-3.6
-2.0
0
21.4
0
35.7
0
0
0
0
74.2
50.0
255
97.4
Executive and Supervisory Boards
127.8
Cash and derivatives
Data
0
0
145.0
162.3
0
0
33.5
41.2
122.6
Other
0
48.8
52.6
Settlement
0
0
62.7
68.5
Custody
IFS (investment fund services)
0
0
0
0
Regulatory services
Other licences
0
0
30.6
34.2
Exchange licences
0
0
45.4
47.3
ETF licences
STOXX (index business)
0
0
178.9
197.3
0
0
43.1
49.7
Other
0
0
13.2
19.8
0
Deutsche Börse Group | Annual report 2018
133.1
0
0
114.4
113.2
Settlement
0
0
515.9
514.9
Custody
2017
€m
€m
0
2018
€m
€m
2017
(restated)
2018
୮
Net revenue
Clearstream (post-trading)
Composition of net revenue (part 2)
Notes | Consolidated income statement disclosures
Further information
Financial statements
Management report
Net interest income from banking business
Net interest income from banking business
Third-party services
0
0
0
90.1
91.8
0
0
43.0
44.2
Securities lending
Repo
GSF (collateral management)
106.3
155.5
751.4
758.0
0
0
91.9
-0.5
Other
0
0
29.2
32.5
106.3
155.5
136.0
-0.5
0
0.8
253
When recognising provisions for expected losses from rental agreements the probability of utilisation is
estimated (see note 19). In recognising personnel-related restructuring provisions, certain assumptions
were made, for example, with regard to the fluctuation rate, the discount rate and salary trends. Adjust-
ments may be necessary if the actual values were to deviate from these assumptions.
Provisions
Note 28 contains disclosures on the valuation model used for the stock options and subscription rights.
Adjustments are necessary to the extent that the estimates of the valuation parameters originally applied
differ from the actual values at the time the options or subscription rights were exercised; such adjustments
are based on cash-settled share-based payment transactions recognised in the consolidated income
statement in the respective reporting period.
Share-based payments
The companies of Deutsche Börse Group 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. The management of the entity affected must judge
whether the possible obligation results from a past event, as well as evaluate the probability of a cash
outflow and estimate its amount. As the outcome of litigation is usually uncertain, the judgement is
reviewed continuously. For further information on other risks please see ☑ note 26.
Legal risks
Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates
income. Considerable discretion 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.
Income taxes
Further information
Notes | Basis of preparation
Deutsche Börse Group | Annual report 2018
Financial statements
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is
eliminated against the corresponding expenses. Intermediate profits or losses arising from deliveries
of intra-Group goods and services, as well as dividends distributed within the Group, are eliminated.
Deferred taxes for consolidation adjustments are recognised 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".
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 reporting date,
monetary balance sheet items in foreign currency are measured at the exchange rate at the reporting
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 exchange rate prevailing at the valuation date. Exchange rate differences are recorded as other operating
income or expenses 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 operation 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
reporting period. Resulting exchange differences are recognised directly in “accumulated profit". When the
relevant subsidiary is sold, these exchange rate differences are recognised in the net profit for the period
in which the deconsolidation gain or loss is realised.
77.1
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Executive and Supervisory Boards
Financial statements
40.3
0
15.5
17.5
0
0
182.3
187.6
Other
Listing
Trading and clearing
Management report
Xetra (cash equities)
2018
€m
Net interest income from banking
business
€m
2017
(restated)
2018
€m
Sales revenue
Composition of net revenue (part 1)
4. Net revenue
Consolidated income statement disclosures
Further information
Notes | Consolidated income statement disclosures
2017
€m
Exchange rates
Swiss francs
US dollars
1.5605
1.5907
SGD
25.5683
25.7315
26.2997
25.6605
CZK
1.1969
1.1680
1.1264
1.1433
1.5577
1.1360
USD (US$)
1.1155
1.1512
CHF
at 31 Dec 2017
Closing price as
Closing price as
at 31 Dec 2018
2017
2018
Average rate
Average rate
1.1801
1.5990
GBP (£)
0.8863
Czech koruna
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
252
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 (e.g. 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 assumptions, 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 17.
Pensions and other employee benefits
Since financial instruments are measured at fair value, there is discretion in the determination of the
fair value of unlisted instruments. In this context, Deutsche Börse Group makes partial use of internal
measurement models where the parameters and assumptions may deviate from the actual results
in the future.
Financial instruments
Deutsche Börse Group tests goodwill, as well as intangible assets with indefinite useful lives, and
intangible assets not yet available for use 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 with a detailed planning period of up to five years.
These plans, in turn, contain assumptions about the future financial performance of the assets and cash-
generating units. If their actual financial performance differs from these assumptions then corresponding
adjustments may be necessary. For further information on the effects of changes in the discount rate, as
well as on further assumptions, please see ☑note 11.
Impairment of non-financial assets
as well as in subsequent periods, where necessary.
The application of accounting policies, the presentation of assets and liabilities, and the recognition
of income and expenses requires the Executive Board to make discretionary judgements and estimates.
Adjustments in this context are taken into account in the period the change was made,
Estimates, measurement uncertainties and discretionary judgements
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying 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.
Further information
Notes Basis of preparation
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
251
0.8860
0.8978
0.8750
41.7
0.4
0
245.4
67.0
76.7
0
0
10.0
6.6
0
Singapore dollar
57.0
70.1
Other
0
Trading
1.1
8.9
230.0
271.4
0.5
3.0
59.2
71.0
Other
0
0
360T (foreign exchange)
38.8
0
Deutsche Börse Group | Annual report 2018
161.1
170.6
-27.5
-22.3
6.3
5.3
€m
2017
2018
€m
Net revenue
€m
254
2017
€m
€m
(restated)
2018
2017
Volume-related costs
Other operating income
Notes | Consolidated income statement disclosures
Further information
Financial statements
Management report
Executive and Supervisory Boards
2018
€m
44.9
Gas
0
0
9.1
23.6
0
0
41.9
49.8
Margin fees
OTC clearing
Equity derivatives
0
0
0
233.6
Interest rate derivatives
0
0
433.1
514.2
Equity index derivatives
Eurex (financial derivatives)
0
0
239.5
209.7
13.4
12.5
40.2
0
63.0
67.3
Power spot
0.6
5.9
69.0
88.2
Power derivatives
EEX (commodities)
25.2
40.1
800.6
935.6
0
-0.1
21.2
26.8
0
0
73.1
74.2
Other
Infrastructure
25.2
0
65.3
90.7
0
Miscellaneous other operating income includes income from cooperation agreements, training and
services rendered according to progress made on a project as well as valuation adjustments.
For details of expected rental income from subleases see ☑ note 27.
26.3
34.0
20.0
27.2
1.7
0.5
0.8
1.1
1.2
0.6
2.6
4.6
€m
€m
2017
(restated)¹)
2018
132.6
As part of a comprehensive analysis of customer contracts due to the first-time adoption of IFRS 15 as at
1 January 2018, reporting of connectivity and maintenance fees within Deutsche Börse Group has been
harmonised. In this context, €5.1 million from other operating income were reclassified as sales revenue
for the 2017 financial year. Prior-year figures were restated accordingly.
258
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Staff costs include costs of €158.2 million (2017: €26.4 million) recognised in connection with
efficiency programmes as well as costs of €2.0 million (2017: €3.1 million) for Nodal Exchange
Holdings, LLC, Tysons Corner, Virginia, USA, (Nodal Exchange, which has been consolidated since
3 May 2017), of €3.0 million (2017: nil) for 360TGTX Inc., New York, USA (which has been
consolidated since 29 June 2018) and of €1.0 million (2017: nil) for Clearstream Funds Centre Ltd.
(which has been consolidated since 1 October 2018).
650.5
824.0
122.5
163.9
528.0
660.1
€m
€m
- 2.3
(restated)
2017
Social security contributions, retirement and other benefits
Total
Wages and salaries
Composition of staff costs
5. Staff costs
Further information
Notes | Consolidated income statement disclosures
Financial statements
0
2018
1) €5.1 million from other operating income were reclassified as sales revenue for the 2017 financial year. For details, see note 3.
Total
Income from agency agreements
Miscellaneous
- 4.6
- 11.5
Financial assets or liabilities measured at fair value through profit or loss
- 31.5
- 53.4
Financial liabilities measured at amortised cost
- 36.1
- 64.9
Interest expenses from positive interest environment
Interest income from negative interest environment
38.4
Financial assets or liabilities measured at fair value through profit or loss
161.6
Financial instruments measured at amortised cost
129.1
216.3
Interest income from positive interest environment
€m
€m
2017
(restated)¹)
54.7
Since 1 January 2018, personnel-related costs for continuing professional development, food and drink
have been reported under “staff costs" in order to improve transparency. Before then, such costs were
contained in other operating expenses. Prior-year figures were restated accordingly.
224.7
Financial instruments measured at amortised cost
Rental income from subleases
Income from impaired receivables
Income from exchange rate differences
Composition of other operating income
1) Due to changes in the presentation of balance-sheet positions in accordance with IFRS 9, prior-year figures have been restated. For details, see note 3.
204.5
- 1.7
Total
Financial assets or liabilities measured at fair value through profit or loss
224.8
- 182.9
Financial liabilities measured at amortised cost
- 185.2
- 171.6
Interest expenses from negative interest environment
7.6
5.2
Financial assets or liabilities measured at fair value through profit or loss
217.2
219.5
- 169.9
6. Other operating expenses
Composition of other operating expenses
2018
€m
€m
€m
Germany
Total
Germany
Total
2017
2018
€m
4) Thereof €0.2 million for 2016
2) Thereof €0.2 million for 2017
1) Thereof €0.1 million for 2017
Total
Other services
Tax advisory services
Other assurance or valuation services
Statutory audit services
Composition of fees paid to the auditor
Further information
3) Thereof €0.3 million for 2016
Notes | Consolidated income statement disclosures
4.3¹)
4.03)
260
"Other assurance and valuation services" comprise fees paid in connection with ISAE 3402 and ISAE
3000 reports. Fees for "tax advisory services" include support services rendered in connection with
completing tax returns as well as value-added tax advice on individual matters. The item “other services"
comprises fees paid for training and quality-assurance services.
Fees paid for "statutory audit services" rendered by KPMG AG Wirtschaftsprüfungsgesellschaft mainly
comprise the audit of the consolidated financial statements of Deutsche Börse AG according to IFRS, of
the annual financial statements of Deutsche Börse AG according to the Handelsgesetzbuch (HGB,
German Commercial Code) and of the annual financial statements of various subsidiaries according to
the respective local GAAP and IFRS. This item also includes statutory additions to the audit scope as
well as key points of audit agreed with the Supervisory Board. Services rendered during the reporting
year also included reviews of the interim financial statements.
3.1
5.7
3.6
5.8
0
0.1
2.6
0
0.2
0.9
0.2
0.3
0.6
0.74)
0.8
1.22)
2.3
0
2018
Financial statements
Executive and Supervisory Boards
22.6
Advertising and marketing costs
23.4
22.7
Travel, entertainment and corporate hospitality expenses
47.1
44.3
Non-recoverable input tax
75.6
19.8
80.0
108.3
123.0
IT costs
162.5
164.9
Costs for IT service providers and other consulting services
€m
€m
2017
(restated)
Premises expenses
Management report
Insurance premiums, contributions and fees
13.0
Deutsche Börse Group | Annual report 2018
259
Costs for IT service 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. Prior-year figures
were restated in order to improve transparency. For details, see note 5.
481.1
516.2
Total
18.3
27.3
Miscellaneous
15.8
0.5
4.2
4.5
Supervisory Board remuneration
4.3
5.2
Cost of exchange rate differences
4.1
5.6
Voluntary social benefits
Cost of agency agreements
Composition of net interest income from banking business
Management report
Notes | Consolidated income statement disclosures
-30.3
-27.6
6.5
11.1
28.7
32.1
-0.5
-0.4
0
80.9
0
155.5
0
0
0
0
79.5
76.0
-34.9
-37.2
106.3
0
68.1
7.2
-51.5
-52.9
0
0
39.2
39.8
-50.9
-52.0
0
12.8
0
43.3
-0.6
-0.9
0
0
667.7
727.3
-197.2
-199.0
42.4
83.1
0
382.8
Further information
132.6
204.5
2,643.6
2,893.9
Group
0
0
-43.2
Deutsche Börse Group | Annual report 2018
-47.4
132.6
204.5
2,686.8
2,941.3
Total
0
0
141.3
158.6
Consolidation of internal revenue
385.1
Executive and Supervisory Boards
Financial statements
-131.5
-133.8
0.7
1.7
€m
€m
2017
2018
Net revenue
Management report
€m
2018
€m
€m
€m
(restated)
2018
2017
Volume-related costs
Other operating income
Notes | Consolidated income statement disclosures
Further information
2017
81.6
256
0.1
127.7
144.5
-13.9
-14.2
0.3
0.1
59.1
69.4
-6.5
47.8
-7.8
0.1
27.1
31.3
-3.5
-2.9
0
0
41.5
43.8
0.3
-3.9
39.9
-397.0
0
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
257
2,462.3
2,779.7
-340.2
-413.9
-352.7
34.0
0
2,462.3
0
56.8
61.2
-13.6
-13.8
2,779.7
26.3
-3.5
0.3
0
154.3
-7.5
-8.0
0.1
0
31.1
39.0
-2.4
-2.2
137.6
0
45.2
49.4
-3.6
0
61.3
65.9
-1.5
0
-2.6
0
0
-3.2
- 14.2
170.3
0
154.2
-25.7
-27.4
0.4
34.7
38.9
-9.4
-11.2
1.0
0.4
108.8
1.0
0
-2.0
0
-2.5
17.8
10.7
- 13.8
113.6
Notes | Consolidated balance sheet disclosures
267
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
391.4
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 27 per cent assumed for 2018 (2017: 27 per cent).
303.7
36.2
19.2
Further information
355.2
As at 31 December 2018, the reported tax rate stood at 26.3 per cent (2017: 30.4 per cent).
Consolidated balance sheet disclosures
€m
Intangible assets (part 1)
284.5
€m
Total
assets
€m
progress¹)
€m
€m
Goodwill
11. Intangible assets
software
€m
intangible
Other
account and
construction in
developed
Purchased
Internally
Payments on
software
6.8
2017
-21.2
Historical cost as at
2018
Income tax expense
Income taxes for previous years
Income tax expense arising from the current year
Other
Effects from intra-Group restructuring
Effects from changes in tax rates
Changes in valuation allowance for deferred tax assets
Tax effects from loss carryforwards
Effects of tax-exempt income
Effects of non-deductible expenses
Effects of different tax rates
Expected tax expense
Earnings before tax (EBT)
€m
4.0
€m
1,288.9
-10.9
-2.7
-5.1
-0.5
0
1.6
1.0
-7.7
-9.4
13.7
13.1
17.2
-20.5
348.0
312.3
1,156.8
1 Jan 2017
-2.0
782.4
161.8
66.2
90.6
5.0
business combinations²)
Acquisitions through
Disposals due to
5,114.3
90.0
965.9
277.9
31 Dec 2017
Historical cost as at
-15.4
1,009.6
changes to the
basis of consolidation
0
0
0
-107.2
Disposals
0.4
44.8
0
36.4
13.2
Additions
-0.5
0
0
0
-0.5
-7.5
-0.2
-6.7
-1.8
37.1
17.7
Additions
146.6
84.4
2.2
56.5
3.5
0
combinations
Acquisitions from business
4,879.9
931.5
184.3
2,721.1
0
260.6
50.1
106.1
0.8
Exchange rate differences
0
0
-145.5
0
144.7
0.8
Reclassifications
-2.9
0
-0.9
0
0
Disposals
1.2
2,770.9
for previous years
-0.3
4,191.6
1) Additions to payments on account and construction in progress in the previous year relate exclusively to internally developed software.
269
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Software, payments on account and construction in progress
Additions to software mainly relate to the implementation of the European Central Securities
Depositories Regulation (CSDR) in the Clearstream (post-trading) segment and the development
of the foreign-exchange trading platform in the 360T (foreign exchange) segment.
Carrying amounts of material software and construction in progress as well as remaining
amortisation periods of software applications
952.7
Carrying amount") as at
Eurex (financial derivatives)
C7
T7 trading platform for derivatives
Eurex Clearing Prisma
OTC CCP
31 Dec 2018 31 Dec 2017
€m
€m
31 Dec 2018
years
31 Dec 2017
years
36.9
38.9
2.5-4.9
Remaining amortisation
period as at
3.5-5.4
52.3
285.2
Disposals
-106.8
0
0
-0.2
-1.4
- 108.4
Amortisation and impairment
losses as at 31 Dec 2018
153.1
790.9
0
2,865.6
8.2
1,078.6
Carrying amount
as at 31 Dec 2017
36.6
285.5
2,770.9
86.8
911.2
4,091.0
Carrying amount
as at 31 Dec 2018
35.8
126.4
20.5
23.4
0.9-4.9
8.8
5.1
6.1
360T (foreign exchange)
Trading platform of 360T group
18.5
14.3
1.8-6.9
2.8-6.9
Xetra (cash equities)
T7 trading platform for the cash markets
TARGET2-Securities (T2S)²)
7.4
1) Individual releases of a software application are combined and reported as a single asset.
6.7
3.9-5.5
4.9-6.5
5.7
8.5
2.0
4.1
2) TARGET2-Securities is the interface between the CCP system of Deutsche Börse Group and the TARGET2-Securities system of the European Central Bank. Due to
a new estimate as at the end of the 2018 financial year, the remaining useful life of TARGET2-Securities was shortened by one year.
All intangible assets are subject to event-driven impairment testing procedures. In addition, intangible
assets that are not yet ready for use are tested for impairment at least annually. Based on this,
impairment losses totalling €36.7 million (2017: €1.3 million) were recognised in 2018. They are
disclosed in the “depreciation, amortisation and impairment losses" item and relate mainly to the
following assets or cash-generating units (CGUS):
■ An impairment loss of €16.0 million (recoverable amount: negative) in the second quarter of 2018
relates to the carrying amount of the Regulatory Reporting Hub IT platform. This was due to significant
adjustments to the platform made to meet changed requirements. As a response to this, Deutsche
Börse Group has been continuously readjusting its software since the third quarter of 2018 to
accommodate the changed requirements.
270
Total
8.4
Single Network
6.1
5.1-6.2
0.9-4.9
16.8
23.4
1.3 4.7
2.3-4.9
11.9
10.5
0.3-4.9
0.4 4.9
Clearstream (post-trading)
TARGET2-Securities (T2S)
71.8
85.7
3.9-5.1
4.9-6.1
1CAS Custody & Portal
37.9
39.5
6.2
CSDR
31.3
10.1
n.a.
n.a.
One CLS Settlement Reporting (One CSR)
10.8
12.8
-0.4
0
0
0
Intangible assets (part 2)
Payments on
Purchased
software
Internally
developed
account and
Other
construction in
intangible
€m
software
€m
Goodwill
€m
Notes | Consolidated balance sheet disclosures
Further information
progress¹)
€m
Total
€m
Transfer historical cost
as at 31 Dec 2018
188.9
1,076.1
2,865.6
60.5
1,079.1
5,270.2
Amortisation and impairment
losses as at 1 Jan 2017
assets
€m
Financial statements
Management report
Executive and Supervisory Boards
-1.4
94.8
-108.9
Reclassifications
0
74.0
0
-74.0
0
0
Exchange rate differences
0
0.3
4.1
0
4.3
8.7
Historical cost as at
31 Dec 2018
188.9
1,076.1
2,865.6
60.5
1,079.1
5,270.2
1) Additions to payments on account and construction in the previous year relate exclusively to internally developed software.
2) This relates primarily to additions within the scope of initial consolidation of 360TGTX Inc. and Clearstream Funds Centre Ltd., see > note 2.
268
Deutsche Börse Group | Annual report 2018
225.1
Reconciliation of expected with reported tax expense
608.5
2.7
losses as at 31 Dec 2017
241.3
680.4
0
3.2
98.4
1,023.3
Amortisation
18.6
79.4
0
0
Amortisation and impairment
29.4
Impairment losses
0
31.5
0
5.2
0
36.7
Disposals due to
changes to the
basis of consolidation
0
-0.4
127.4
0.1
0
0
71.6
907.9
Amortisation
17.5
72.3
0
0
26.8
116.6
Impairment losses
0
0
0
1.3
0
1.3
Disposals
-1.8
0
0
-0.8
0
-2.6
Exchange rate differences
0.5
-0.4
0
0
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates
or on gains from the disposal of subsidiaries and associates in the reporting period (2017: nil).
n.a.
Further information
2017
of which capitalised
software development
Total expense for
Research and development costs (part 1)
Own expenses capitalised relate solely to development costs of internally developed software, involving
the following systems and projects in the individual segments:
7. Research and development costs
Further information
Notes | Consolidated income statement disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
0
2018
6.3
4.4
2.7
GSF (collateral management)
One CMS
0.2
1.3
0.2
1.0
Customer onboarding
0.7
0
0.6
0
One SecLend
3.4
0
(restated)¹)
€m
F7
1.6
2.3
4.5
5.0
Securities Lending
0
0.4
0
0.6
Eurex Clearing Prisma
1.2
5.7
3.3
€m
9.1
5.4
5.2
6.7
8.6
C7
4.0
5.1
5.3
7.2
T7 derivatives trading platform
Eurex (financial derivatives)
€m
2017
(restated)¹)
2018
€m
OTC Clear
CSDR
0
1.6
2.4
1.8
0
0
130.8
1) Prior-year figures were restated due to changes in the segment structure. For details, see note 24.
154.4
80.2
87.1
262
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Total
Notes | Consolidated income statement disclosures
8. Net income from strategic investments
Composition of net income from strategic investments
Equity method-accounted result of associates
China Europe International Exchange AG
Deutsche Börse Commodities GmbH
Digital Vega FX Ltd
enermarket GmbH
HQLAX S.à r.l.
LuxCSD S.A.
R5FX Ltd
RegTek Solutions Inc.
Switex GmbH
Tradegate AG Wertpapierhandelsbank
Total income from equity method measurement">
Further information
Research expense
10.5
3.8
Other GSF software
0.6
0
0.2
0
1.5
3.0
1.0
2.6
STOXX (index business)
Other STOXX software
3.0
3.9
0
3.0
3.9
0
19.2
16.9
0
0.2
6.5
0.6
1.8
Other Data software
3.6
12.7
16.3
Regulatory Reporting Hub
Data
0
10.5
Net income from other strategic investments
0
0
Research and development costs (part 2)
Total expense for
software development
of which capitalised
2017
2017
2018
(restated)¹)
2018
(restated)¹)
€m
€m
€m
€m
Notes | Consolidated income statement disclosures
Further information
IFS (investment fund services)
IFS Unity
2.0
0.6
1.5
0.5
3.8
0
2.9
0
IFS Swift
Other IFS software
0
2.8
0
IFS Arrow
2.2
Financial statements
Executive and Supervisory Boards
21.6
12.6
21.2
10.1
TARGET2-Securities (T2S)
2.4
11.9
0.9
8.4
One CLS Settlement Reporting (One CSR)
0
3.0
0
2.2
Management report
Customer onboarding
0
5.7
0
Other Clearstream software
4.8
4.1
1.9
1.7
43.1
52.4
35.7
40.9
261
Deutsche Börse Group | Annual report 2018
6.6
0.5
0
3.1
3.0
9.7
3.9
Trading platform of 360T group
360T (foreign exchange)
6.8
9.2
19.2
12.9
4.7
8.5
11.7
11.2
0
4.9
2.1
7.5
1.7
Other EEX software
XBID/M7
EEX (commodities)
14.8
20.4
28.6
35.9
2.6
0.4
8.8
3.6
Other Eurex software
0.7
3.9
9.7
3.0
16.6
4.2
1CAS Custody
3.7
The losses can be carried forward indefinitely in Germany subject to the minimum taxation rules. In
the US, losses may be carried forward for a maximum period of 20 years, provided they were incurred
before 1 January 2018. In accordance with the latest tax reform in the US, adopted at the end of
December 2017, losses incurred after 31 December 2017 may be carried forward indefinitely, taking
into account newly introduced minimum taxation rules. In all other countries, losses can be carried
forward indefinitely.
2.9
4.2
3.5
Local Market Partnership (LMP)
Clearstream (post-trading)
3.9
2.7
13.2
4.9
1.3
0
6.3
4.9
Xetra (cash equities)
T7 trading platform for the cash market
4.3
5.1
2.7
1.3
2.6
0
1.8
о
0
Other Xetra software
0.6
CCP releases
Net income from strategic investments
1.7
2018
€m
2018
391.4
303.7
0.4
0
-2.7
-22.4
0.1
-1.6
-18.4
-12.0
-20.6
-36.0
35.8
19.2
376.2
320.5
412.0
339.7
€m
€m
2017
€m
412.0
Notes | Consolidated income statement disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
265
Tax rates of 27.4 to 31.9 per cent (2017: 27.4 to 31.9 per cent) were used in the reporting period to
calculate income tax for the German companies of Deutsche Börse Group. These reflect trade income tax
at rates of 11.6 to 16.1 per cent (2017: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2017:
15 per cent) and the 5.5 per cent solidarity surcharge (2017: 5.5 per cent) on corporation tax.
391.4
303.7
30.8
-30.1
-51.4
-5.9
-20.6
-36.0
198.2
102.0
213.8
237.7
339.7
€m
2017
2018
5.3
21.2
47.5
€m
2017
Total
Interest-equivalent expenses for derivatives held as hedging instrument"
Expenses from the unwinding of the discount on pension provisions
Interest expense on current liabilities"
Transaction costs of non-current liabilities"
Interest expense from financial assets")
Other interest expense")
Interest expense on taxes
Interest expense on non-current loans¹)
Composition of financial expense in 2017
Further information
Notes | Consolidated income statement disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
3.6
3.1
2.8
2.7
Total
Foreign jurisdictions
Germany
Deferred income tax expense/(income)
Foreign jurisdictions
Germany
Current income tax expense
Allocation of income tax expense to Germany and foreign jurisdictions
due to changes in tax legislation and/or tax rates
Further information
due to tax loss carryforwards
Deferred income tax expense/(income)
for previous years
for the current year
Current income tax expense
Composition of income tax expense
10. Income tax expense
1) Measured at amortised cost
86.3
0.1
due to temporary differences
A tax rate of 26.0 per cent (2017: 27.1 per cent) was used for the Luxembourgian Group companies,
reflecting trade income tax at a rate of 6.7 per cent (2017: 6.7 per cent) and corporation tax at 19.3 per
cent (2017: 20.4 per cent).
Tax rates of 10.0 to 34.0 per cent (2017: 12.5 to 46.0 per cent) were applied to the Group companies
in the remaining countries; see note 2.
In the year under review, Deutsche Börse Group did not utilise any previously unrecognised tax loss
carryforwards (2017: decline in current tax expenses of €0.1 million).
Thereof recognised in other comprehensive income²)
-253.2
-224.5
85.5
87.3
Thereof recognised in profit or loss
-257.0
-226.4
131.3
136.2
Deferred taxes (before netting)
0
0
1.2
2.8
Tax loss carryforwards
-1.4
-2.0
0.9
Deferred taxes set off
Total
48.9
45.8
Notes | Consolidated income statement disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
266
At the end of the reporting period, accumulated unused tax losses amounted to €30.5 million (2017:
€33.7 million), for which no deferred tax assets were recognised. The unused tax losses are attributable
to domestic losses totalling €0.2 million and to foreign tax losses totalling €30.3 million (2017:
domestic tax losses €0.9 million, foreign tax losses €32.8 million).
Short-term elements of deferred taxes are recognised in non-current assets and liabilities, in line with
IAS 1 "Presentation of Financial Statements".
note 15 for further information on deferred taxes recognised in other comprehensive income.
3.8
1) The presentation of items was modified compared to the previous year. Prior-year figures were restated accordingly. Deferred taxes were restated as at
1 January 2018 due to the first-time adoption of IFRS 9 and IFRS 15; see note 3.
2) See
-194.5
101.1
104.3
30.2
31.9
-30.2
-31.9
-3.8
-1.9
-226.8
264
Liabilities
-0.1
-31.8
48.4
43.0
31 Dec 2017¹)
€m
-238.8
-210.9
56.0
50.3
Internally developed software
Intangible assets
31 Dec 2018
€m
€m
€m
31 Dec 2017¹)
31 Dec 2018
Deferred tax liabilities
Deferred tax assets
Composition of deferred taxes
The following table shows the carrying amounts of deferred tax assets and liabilities as at the reporting
date by line item or loss carryforward:
Deferred tax income increased by €0.7 million (2017: nil) due to previously unrecognised tax losses.
-41.7
Other intangible assets
7.3
7.6
8.4
13.9
Other provisions
-12.4
-8.7
59.8
61.4
Provisions for pensions and other employee benefits
0
-0.7
-2.4
3.7
Other assets
-3.7
-2.3
0
0.3
Financial assets
-197.1
-179.1
5.0
1) Including impairment losses
14.8
2018
2.0
3.1
€m
2017
7.4
0.1
6.0
1.0
0.5
0.3
Composition of financial expense in 2018
Total
Other interest and similar income
Income from available-for-sale securities
Interest on bank balances classified as "loans and receivables"
Income from valuation of derivatives classified as "held for trading"
Other interest income on receivables classified as "loans and receivables"
Composition of financial income in 2017
Total
€m
Other interest income and similar income
0.4
0.2
83.8
Total
0.1
0.7
Expense from other financial liabilities measured at fair value through profit or loss
Interest-equivalent expenses for derivatives held as hedging instruments
1.4
1.8
0.4
2.5
Interest expense from financial assets measured at amortised cost
Expense of the unwinding of the discount on pension provisions
Transaction cost of financial liabilities measured at amortised cost
Other interest expense
26.7
Interest expense on taxes
47.5
Interest expense from financial liabilities measured at amortised cost
€m
2018
6.6
3.1
Interest income on tax refunds
Interest income on tax refunds
Income from other financial assets measured at fair value through profit or loss
-0.1
Interest income from financial assets measured at amortised cost
-0.1
-1.1
0
0
-0.2
0
-0.5
0
-0.2
0
0.1
0.7
0.8
-2.5
-2.0
€m
2017
0.1
4.9
-0.2
2.7
Composition of financial income in 2018
Due to the changes to the accounting method in the context of the first-time application of IFRS 9,
financial income and expenses for the reporting year and the previous year are shown in separate tables.
Prior-year figures have not been restated to reflect the new accounting method.
9. Financial result
Further information
4.6
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Notes | Consolidated income statement disclosures
263
1.5
196.2
4.2
1.6
Net income from associates includes an impairment loss amounting to €0.6 million attributable to the
investment in Switex GmbH (2017: impairment loss of €1.1 million attributable to the investment in
R5FX Ltd). The investment was written down to the value of the selling price received. The impairment
loss was allocated to the Data segment. The impairment loss was offset by net income from the equity
method measurement of Switex GmbH amounting to €0.5 million.
During the year under review, the company received dividends amounting to €3.8 million (2017:
€2.8 million) from investments in associates.
For the development of net income from other strategic investments please refer to note 13.2.
197.8
273
0.8
6.5
7.3
1.0
3.9
3.6
1) CAGR = compound annual growth rate
2) Excluding 360TGTX
3) Excluding Nodal
Deutsche Börse Group | Annual report 2018
1.5
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Key assumptions used for impairment tests in 2017
Allocated
CAGR¹
carrying
Risk-free
Market risk
0.2
Executive and Supervisory Boards
Structured products
9.4
12.4
3.9
8.0
1.0
7.2
6.5
0.9
1,293.5
Eurex
Goodwill
costs
%
IFS
Clearstream
56.6
6.5
7.4
1.5
10.2
6.7
Data
19.4
0.9
6.5
7.5
1.5
0.9
969.1
0.9
6.5
7.7
6.5
0.9
115.6
EEX
1.8
3.1
1.5
8.5
6.5
0.9
142.1
GSF
9.0
13.0
2.5
8.7
6.5
6.3
244.1
360T
0.8
4.7
1.0
7.4
6.5
9.2
4.2
18.5
13.6
10.0
360T2)
19.9
0.8
6.5
7.9
2.5
11.5
6.5
EEX³)
1.5
13.9
6.5
7.3
1.5
7.1
4.5
360TGTX
1.7
2.9
6.5
9.9
2.5
0.8
9.4
6.5
2.9
0.9
6.5
7.5
1.5
8.6
7.4
Xetra
6.7
0.9
6.5
7.3
1.0
3.2
-0.5
Trade names and exchange licences
STOXX
420.0
0.8
6.5
7.6
1.5
7.9
8.0
Nodal
28.0
STOXX
0.9
1 Jan 2017
%
Eurex
Börse
Changes in goodwill classified by (groups of) CGUs in 2017
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
271
2,865.6
6.7
18.5
Clearstream
19.4
115.6
142.1
244.1
969.1
1,293.5
31 Dec 2018
Balance as at
4.1
0
0.1
0.1
0.5
2.4
56.6
0
MD+S
Core
€m
0
0
0
combinations
business
Acquisitions through
2,721.1
4.6
19.6
55.1
61.6
189.2
1,111.1
Fund
1,279.9
Balance as at
€m
€m
Total
Frankfurt
Zertifikate
Services
€m
segment
€m
€m
€m
€m
EEX
360T
Core
Discount
56.5
0.9
0.1
€m
€m
Total
Xetra
Index
Data
IFS
EEX
GSF
360T
Clear-
stream
€m
Eurex
€m
Changes in goodwill classified by (groups of) CGUs in 2018
€m
Given the change in Deutsche Börse Group's segment structure, effective 1 January 2018, and the
corresponding split of (groups of) CGUs, including the respective goodwill allocation, the Group
reallocated the corresponding carrying amounts. The reallocation was made on the basis of the ratio
between the fair value of the new (group of) CGU(s) to the fair value of the existing (group of) CGU(s).
The following table provides details on the reallocation of goodwill to the corresponding (group of)
CGU(s), as well as its development:
The recoverable amount for the above-mentioned software or CGUS was determined based on fair value
less costs of disposal, using a discounted cash flow model (level 3 inputs). The applied maturity-specific
discounts range from 5.8 to 7.2 per cent. For details on the allocation of the impairment losses to
Deutsche Börse Group's reporting segments, see note 24.
■ An additional impairment loss of €4.0 million (recoverable amount: negative) in the fourth quarter
of 2018 relates to capitalised development costs for the IFS Arrow project. This was also due to a lack
of demand.
interoperability, collateral pooling and CeBM Triparty Services. However, this has not materialised and is
not expected to materialise in 2019. The impairment loss for LH Connect was mainly caused by
reduced demand for the liquidity pool, which is offered by Clearstream's agent banks.
-
-
■ Further impairment losses totalling €5.4 million in the fourth quarter of 2018 (recoverable amount:
each negative) relate to three assets from the securities financing business: One Sec Lend, One CMS and
LH Connect. For each of these assets, actual revenue fell short of expectations. Concerning One SecLend
and One CMS, the company had expected that the migration to the TARGET2-Securities platform
would materially increase demand – especially from larger customers for services in the areas of
■ An impairment loss of €9.4 million in the fourth quarter of 2018 relates to the post-trading area
(recoverable amount: €29.5 million) on the level of the “Future Market Access" CGU. This was mainly
due to market participants' lower than expected acceptance of subordinate services offered by
Clearstream (e.g. segregated accounts). The impairment loss was proportionally allocated to the
intangible assets of the CGU. Due to an internal restructuring of Clearstream's product portfolio and
in order to distinguish it more clearly from other business areas, the CGU was considered at a more
granular level compared to the previous year.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Goodwill and other intangible assets from business combinations
0
€m
€m
Exchange rate
differences
90.6
0
0
0
36.5
0
0
54.0
0.1
0
combinations
through business
€m
Acquisitions
6.7
18.4
19.3
19.6
113.2
142.1
189.2
969.0
1,293.4
1 Jan 2018
Balance as at
€m
€m
2,770.9
%
0
0
4.3
0
3.1
0.2
1.0
Exchange rate differences
-29.4
−1.1
-28.2
-0.1
0
Amortisation
0.4
Balance as at 31 Dec 2018
0.4
0
0
Exchange rate differences
66.2
0.4
64.1
1.7
0
Acquisitions through business combinations
911.2
4.3
425.7
458.2
0
23.0
24.0
464.7
%
Net revenue
growth rate
Operating
Perpetuity
Market risk
premium
%
%
€m
interest rate
amount
(Group of) CGUS
Risk-free
carrying
460.0
CAGR¹)
Key assumptions used for impairment tests in 2018
The material assumptions used to determine the recoverable amount depend on the respective (group of)
CGU(s); please refer to the following table for details:
method (level 3 input factors). The detailed planning period covers a respective time period of five years;
for (groups of) CGUs, which have been allocated an asset with an indefinite useful life, such time period
ends in perpetuity.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
272
An impairment test is carried out, at least annually, concerning goodwill and certain other intangible
assets with an indefinite useful life. Since these assets do not generate any cash inflows that are largely
independent of those from other assets, the recoverable amount is determined for the (group of) CGUS
that the respective asset is allocated to. Impairment tests for (group of) CGUS with allocated goodwill are
carried out on 30 September every financial year. Due to the acquisition of Swisscanto Funds Centre Ltd.
in the fourth quarter of 2018, the IFS (investment fund services) CGU was subject to another impairment
test, effective 31 December 2018. The recoverable amount of the (groups of) CGUS was determined
based on the fair value less costs to sell. Only if the fair value less costs to sell did not exceed the carry-
ing amount, the value in use was determined. Given that no active market was available for the (groups
of) CGUS, the determination of fair values less costs to sell was based on the discounted cash flow
952.7
4.0
Allocated
0
Balance as at 31 Dec 2017
0
€m
Total
assets
Miscellaneous
intangible
Member and
customer
relationships
Trade names
Exchange
licences
Changes in other intangible assets by category
Other intangible assets are divided into the following categories:
2,770.9
4.6
19.6
53.4
€m
113.1
1,111.1
1,279.9
31 Dec 2017
Balance as at
-6.7
0
0
-1.7
-5.0
0
differences
Exchange rate
56.5
189.2
-7.5
€m
€m
-4.9
-0.4
-2.2
Exchange rate differences
-26.8
-1.0
-25.7
-0.1
0
Amortisation
1.2
0.8
0.4
€m
0
Additions
84.4
0
55.0
4.9
24.5
Acquisitions through business combinations.
859.9
4.5
400.9
453.8
0.7
Balance as at 1 Jan 2017
0
Perpetuity
Discount rate
amount
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
279
1) FVPL = fair value through profit or loss
98.6
0
-0.2
0
Financial statements
9.1
Balance as at 31 Dec 2018
1.0
0
0
0
0
1.0
in equity
currency translation recognised
89.7
Notes | Consolidated balance sheet disclosures
Further information
The value of level 3 equity investments is reviewed on a quarterly basis using internal valuation models.
During the year under review, fair value measurement resulted in positive effects of €11.3 million and
negative effects of €3.8 million, both recognised directly in equity.
-9,985.4
0
-9,985.4
Non-current financial liabilities measured at FVPL
-0.2
0
0
0
-0.2
1,882.4
1,875.8
0
6.6
Financial assets held for trading
Non-current financial instruments of the central
280
Fixed-income securities held by Deutsche Börse Group have a fair value of €1,627.0 million. They are
recognised as part of debt instruments measured at amortised cost. The fair value of the securities was
determined by reference to published price quotations in an active market. The securities were allocated
to level 1.
The bonds issued by Deutsche Börse Group have a fair value of €2,422.9 million (31 December 2017:
€2,451.5 million) and are disclosed under liabilities measured at amortised cost. The fair value of such
instruments is based on the debt instruments' quoted prices. Due to insufficient market liquidity, the
liabilities were allocated to level 2.
At the beginning of the 2018 financial year, financial liabilities at fair value through profit or loss
comprised two contingent purchase price components in the aggregate amount of €0.8 million. These
two purchase price components are measured on the basis of internal discounted cash flow models,
which discount the expected future payment obligations to the measurement date, using interest rates
appropriate to the risk.
The fair value of a call option included in derivatives was derived using a Black-Scholes model based on
unobservable market data. The fair value stood at nil as at the reporting date, yielding an unrealised loss
of €0.1 million recognised in other operating expense.
Furthermore, the item “financial assets measured at fair value through profit or loss" included financial
instruments from an incentive programme of Eurex Frankfurt AG with a carrying amount of €0.4 million
as at 31 December 2018. The financial instruments are regularly measured at fair value through profit
or loss using internal models at the quarterly reporting dates. During the year under review, subsequent
measurement of the financial instruments led to gains of €0.4 million disclosed under “other operating
income". Since these are internal models, the parameters can differ from those at the settlement date.
However, the derivatives will not exceed an amount of €0.8 million. These amounts arise if all
beneficiaries of the incentive programme fulfil the conditions and a repayment of the contribution is not
taken into consideration.
Financial instruments measured at fair value through profit or loss include investment fund units. Their
fair value measurement is based on the net asset value determined by the issuer and yielded negative
effects of €0.2 million recognised in net income from strategic investments. This item also comprised a
convertible bond and a convertible loan, whose market values are determined using internal valuation
models. Measurement at fair value had an effect on profit or loss amounting to €0.1 million reported in
net income from strategic investments.
Unrealised gains/(losses) from
counterparties
7.5
0
0
-0.1
0
0
0
Financial results
0.8
0.6
-0.1
-0.1
0.3
Unrealised capital gains/(losses)
-1.8
0
0.3
0
-1.8
-0.3
Disposals
16.7
recognised in profit or loss
Other operating expenses
0
0
0
0
7.5
revaluation surplus
Changes recognised in the
-0.1
0
-0.1
investments
Net income from strategic
1.1
0
0.7
0
0.4
0
Other operating income
-0.1
0
0
-0.1
0
Non-current financial instruments of the central
Financial liabilities measured at FVPL
LIABILITIES
29,215.3
1) FVOCI = fair value through other comprehensive income
2) FVPL = fair value through profit or loss
Deutsche Börse Group's exposure to various risks associated with the financial instruments is discussed
innote 25. The maximum exposure to credit risk at the end of the reporting period is the carrying
amount of each class of financial assets mentioned above.
276
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
29,559.2
Notes | Consolidated balance sheet disclosures
13.2 Recognised fair value measurements
The financial assets and liabilities that are measured at fair value are required to be allocated to the
following three hierarchy levels: financial assets and liabilities are allocated to level 1 if there is a quoted
price for identical assets and liabilities in an active market that can be accessed by the entity. They are
allocated to level 2 if the inputs on which fair value measurement is based are observable either directly
or indirectly; these inputs must be based on market expectations. Financial assets and liabilities are
allocated to level 3 if fair value is determined on the basis of unobservable inputs. There were no trans-
fers between levels for recurring fair value measurements during the year under review.
As at 31 December 2018, the financial assets and liabilities measured at fair value were allocated to the
following levels of the fair value hierarchy:
Fair value hierarchy
Recurring fair value measurements
ASSETS
Financial assets measured at FVOCI¹)
Equity investments measured at FVOCI
Total
Financial assets measured at FVPL²)
Fair value as at
Further information
13.11
32.0
3.0
4,837.2
Other financial liabilities measured at FVPL
13.9
0.2
0.8
Current liabilities
Financial liabilities measured at amortised cost
Trade payables
13.6
Other financial liabilities measured at amortised cost
13.6
195.0
19,024.7
150.1
13,976.2
Financial liabilities measured at FVPL
Financial instruments of the central counterparties
Derivatives
Cash deposits from market participants
13.7
94,068.3
78,798.6
13.8
31 Dec 2018
thereof attributable to:
€m
Level 1
€m
94,280.3
0
4.7
0
4.7
0
Other current financial assets measured at FVPL
0.4
0
0
0.4
Total
104,288.1
8.6
104,270.4
9.1
Total assets
104,396.9
27.7
104,270.4
98.8
0
0
94,280.3
8.7
Level 2
Level 3
€m
€m
108.8
19.1
0
89.7
108.8
19.1
0
89.7
Non-current financial instruments of the central
counterparties
9,985.4
0
9,985.4
0
Other non-current financial assets measured at FVPL
17.3
8.6
0
Current financial instruments of the central counterparties
Current derivatives
0
3.1
13.6
Financial
assets
liabilities
Equity
investments
measured
measured
€m
at FVPL¹)
€m
Derivatives
Financial
at FVPL
€m
€m
€m
€m
Balance as at 1 Jan 2017
6.5
0
0.4
-0.2
Derivatives
Total
Liabilities
Assets
-32.0
0
-29.1
-2.9
Total liabilities
-83,396.6
0
-83,392.9
-3.7
1) FVPL = fair value through profit or loss
Financial assets and liabilities listed in levels 2 and 3 as at 31 December 2018 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 exchange rates for
the remaining period to maturity as at the reporting date. They are based on observable market prices.
■ The fair value of the financial instruments held by central counterparties allocated to level 2 is
determined by market transactions for identical or similar assets in markets that are not active and by
option pricing models based on observable market prices.
278
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
As at the reporting date, the items allocated to level 3 and their measurements were as follows:
Changes in level 3 financial instruments
-8.2
-1.5
Additions
0
3.4
Unrealised capital gains/(losses)
recognised in profit or loss
0
0
0
-0.2
0.5
0.3
Other operating expenses
0
0
0
-0.2
0
-0.2
Other operating income
0
0
0
Operating
3.4
Current derivatives
0
0
1.2
0
-0.4
0
0.8
Disposals
-0.4
0
-0.3
0
1.4
0.7
Realised capital gains/(losses)
0
0
0
0
3.4
3.4
Other operating income
0
0
9,985.4
0
0
0.1
1.2
6.6
Balance as at 31 Dec 2017
0.5
0
0
0
0
-0.8
0.5
Changes recognised in the
0.5
0.5
0
counterparties
4,837.2
0
4,837.2
0
revaluation surplus
-2.9
4.2
Adjustments according to IFRS 9
Additions
0.1
0
0
0
0.1
combinations
Acquisitions from business
74.3
0
-1.1
0.1
7.5
67.8
Balance as at 1 Jan 2018
70.1
2.9
-0.3
0
6.3
61.2
Current financial instruments of the central counterparties
79,238.7
0
79,238.7
7.9
LIABILITIES
Financial liabilities held for trading
Non-current financial liabilities measured at FVPL
-0.8
0
0
-0.8
Non-current financial instruments of the central
counterparties
-4,837.2
0
-4,837.2
0
Current financial instruments of the central counterparties
-78,526.6
0
-78,526.6
0
Non-current derivatives
0
84,081.1
0
1,875.8
Total assets
0
Non-current derivatives
0.1
0
0
0.1
Current derivatives
5.2
0
5.2
0
Non-current financial assets measured at FVPL❞
1.2
0
0
1.2
Total
84,082.4
0
84,081.1
1.3
85,964.8
13.7
0
Financial liabilities measured at FVPL
Property, plant and equipment
Computer
Payments on
Fixtures and
fittings
€m
hardware,
operating and
office equipment
account and
construction in
progress
Total
12. Property, plant and equipment
€m
€m
Historical costs as at 1 Jan 2017
79.6
357.8
2.2
Current financial instruments of the central counterparties
Current derivatives
-94,068.3
0
-94,068.3
€m
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
9.13)
1.5
1.7
4.7
Börse Frankfurt Zertifikate
0.2
1.0
6.5
12.23)
2.0
1.4
1.6
1) CAGR = compound annual growth rate
2) Before tax
3) After tax
Individual costs of capital are determined for each (group of) CGU(s), for the purpose of discounting
projected cash flows. These capital costs are based on data incorporating beta factors, borrowing costs,
as well as the capital structure of the respective peer group. Pricing, trading volumes, assets under
custody, market share assumptions or general business development assumptions are based on past
experience or market research. Other key assumptions are mainly based on external factors and generally
correspond to internal management planning. Significant macroeconomic indicators include, for instance,
equity index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP growth,
unemployment levels and government debt. When calculating the value in use, the projections are
adjusted for the effects of future restructurings and performance investments, if appropriate.
Even in case of a reasonably possible change of one of the parameters, assuming none of the other
parameters change, none of the above-mentioned (groups of) CGUS would be impaired.
274
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
0
-3.0
0
-3.0
€m
€m
ASSETS
Financial assets available for sale
Equity investments available for sale
40.4
33.8
0
6.6
Non-current financial assets available for sale
1,587.5
1,587.5
0
0
Current financial assets available for sale
254.5
254.5
0
0
Total
439.6
Level 3
6.5
Level 2
€m
0
Total liabilities
-104,056.9
0
-104,056.7
-0.2
1) FVOCI = fair value through other comprehensive income
2) FVPL = fair value through profit or loss
277
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
By comparison, the financial assets and liabilities measured at fair value as at 31 December 2017 were
allocated as follows to the hierarchy levels:
Fair value hierarchy
Recurring fair value measurements
Fair value as at
31 Dec 2017
thereof attributable to:
Level 1
€m
Acquisitions through business combinations
0.9
EEX
6.5
11.62)
1.0
8.6
2.7
360T
189.2
0.9
6.5
0.9
8.23)
16.4
11.9
EEX
Financial instruments of the central counterparties
0.9
6.5
9.13)
1.5
1.7
2.5
1,111.1
Clearstream Core
2.9
interest rate
premium
rate
growth rate
Net revenue
costs
€m
%
%
%
%
%
%
Goodwill
Eurex Core
1,279.9
0.9
6.5
8.63)
1.0
7.1
4.7
MD+S segment
53.4
1.0
6.5
9.83)
2.0
7.5
6.4
Nodal
26.8
2.6
6.5
8.83)
2.0
15.5
8.7
360T
19.9
0.8
6.5
8.23)
2.5
16.4
11.9
0.9
13.9
420.0
Trade names and exchange licences
6.5
8.53)
2.0
6.1
4.1
Fund Services
19.6
0.9
6.5
13.13)
2.0
1.4
1.4
Börse Frankfurt Zertifikate
4.6
1.0
6.5
12.23)
2.0
1.4
1.6
STOXX
0
113.1
0
13.1 Overview of financial instruments
Deutsche Börse Group holds the following financial instruments:
Overview of financial instruments
Non-current assets
31 Dec 2017
31 Dec 2018
Notes
€m
(restated)
€m
13. Financial instruments
Financial investments measured at FVOCI¹)
13.3
108.8
13.4
1,057.1
Financial assets measured at FVPL2)
Financial instruments of the central counterparties
13.7
9,985.4
4,837.2
Financial assets measured at amortised cost
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
0
-171.6
Depreciation and impairment losses as at 31 Dec 2018
52.2
186.3
0
238.5
Carrying amount as at 31 Dec 2017
Carrying amount as at 31 Dec 2018
34.8
76.4
2.2
113.4
31.3
84.8
14.8
130.9
275
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Derivatives
13.8
0
0.1
79,510.7
4.7
13.9
0.4
5.2
0
13.5
254.5
12,922.9
13.10
29,833.6
29,392.0
1,322.3
1,297.6
Restricted bank balances
Other cash and bank balances
Non-current liabilities
Financial liabilities measured at amortised cost
13.6
2,283.2
0.1
1,688.4
94,280.3
-165.8
13.7
Available-for-sale financial assets
Other financial assets measured at FVPL
13.9
17.3
1.2
Available-for-sale financial assets
13.5
Loans and receivables
1,692.0
4.9
Current assets
Financial assets measured at amortised cost
Trade receivables
13.4
397.5
331.8
Other financial assets measured at amortised cost
13.4
19,722.6
Financial assets measured at FVPL
Financial instruments of the central counterparties
Derivatives
Other financial assets measured at FVPL
Loans and receivables
-5.8
13.8
-0.1
477.2
Acquisitions through business combinations
0.3
0.6
0
0.9
Disposals from change in scope of consolidation
0
-0.1
2.2
0
Additions
5.4
46.7
13.1
65.2
Disposals
-6.5
-167.5
0
-0.1
390.7
84.3
Historical costs as at 31 Dec 2017
0.1
Additions
Disposals
6.4
35.6
1.1
43.1
Disposals
-1.3
-3.4
-1.1
Reclassifications
0
0.1
-0.1
0
Exchange rate differences
-0.4
0.5
0.1
0.2
-174.0
Reclassifications
-5.8
0.5
0
-4.6
Exchange rate differences
-0.1
0.4
0
0.3
Depreciation and impairment losses as at 31 Dec 2017
49.5
314.3
0
363.8
Amortisation
37.9
0
46.4
Disposals from change in scope of consolidation
0
-0.1
0
0
-3.3
-1.3
8.5
42.0
0
Disposals
0.2
-0.5
0
0
0.2
Exchange rate differences
83.5
271.1
14.8
Historical costs as at 31 Dec 2018
Amortisation
Depreciation and impairment losses as at 1 Jan 2017
43.7
282.4
34.8
0
326.1
369.4
7.2
0
0
754.7
Interest receivables
45.2
0
45.2
0.4
0.5
0.1
0.3
0.1
0.4
Receivables from related parties
754.7
0
41.3
Central counterparty balances
Receivables from deposits
0.1
Other
2,253.3
23.6
112.4
112.4
0
41.3
1,608.9
0
7.5
2.9
4.6
8.4
3.8
4.6
1,608.9
2,253.3
0
Overdrafts from settlement business
4,843.5
0
6,516.2
6,516.2
0
Reverse repurchase agreements
cost²)
4,843.5
Other financial assets measured at amortised
331.8
0
397.5
397.5
23.7
0
n.a.
331.8
Balances on nostro accounts
2,244.7
2,244.7
14.8
14.8
0
18.5
18.5
0
Margin calls
5,859.9
5,859.9
0
6,435.9
6,435.9
0
Money market lendings
1,287.2
1,287.2
0
0
0
Total
6.1
33.8
1,577.5
€m
(restated)
31 Dec 2017
Total
Total current assets
Listed debt securities
Current assets
Total non-current assets
Total
Equity investments
Unlisted securities
ETFs and other funds
Debt securities and corporate bonds
Equity investments
15.1
1,626.4
65.6
65.6
Financial liabilities measured at amortised cost are comprised as follows:
n.a.
13.6 Financial liabilities measured at amortised cost
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Listed securities
Executive and Supervisory Boards
284
Following the requirements of IFRS 9, listed debt instruments for 2018 are shown under financial instru-
ments measured at amortised cost in ☑note 13.4, whereas equity investments (listed and unlisted)
have been classified as equity instruments measured at fair value through other comprehensive income
as disclosed in note 13.3. Investments in funds are shown in ☑ note 13.9 as they had been classified
as debt instruments measured at fair value through profit or loss.
As the category "available for sale" no longer exists under the requirements introduced by IFRS 9 on
1 January 2018, no comparable figures for 2018 have been disclosed within this note.
1,946.5
254.5
254.5
1,692.0
Deutsche Börse Group | Annual report 2018
Non-current assets
Financial assets classified as "available for sale" in 2017
Available-for-sale financial assets included the following classes of financial assets in 2017:
12,927.8
12,922.9
4.9
19,155.3
19,150.2
5.1
cost, net of expected loss
Total
Other financial assets measured at amortised
12,922.9
4.9
19,155.3
19,150.2
5.1
amortised cost
Total other financial assets measured at
12,927.8
6.1
1,057.1
21,177.2
13.5 Financial assets previously classified as available-for-sale financial assets
Overdrafts from settlement business represent short-term loans up to a duration of two days that are
usually secured by collateral. The potential concentration of credit risk is monitored for counterparty
credit limits; see note 25).
As in the previous year, there were no trade receivables due after more than one year as at
31 December 2018.
All of the debt instruments held as at 31 December 2018 were listed and issued by sovereign or
sovereign-guaranteed issuers.
Financial assets measured at amortised cost include securities with an amount of €5.1 million
pledged to the Industrie- und Handelskammer (IHK, the Chamber of Commerce) Frankfurt/Main.
Further information
Notes | Consolidated balance sheet disclosures
20,120.1
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
283
13,259.6
13,254.7
4.9
1) If comparable prior-year figures do not exist due to the first-time adoption of IFRS 9 in the year under review, this is marked as "n.a."
2) 2017: loans and receivables
Management report
n.a.
Related to investments derecognised during the reporting period
-5.7
In 2018, Deutsche Börse Group disposed of parts of its investment in S.W.I.F.T. SCRL as a result of
transactions initiated by the issuer. The shares disposed of had a fair value of €0.3 million, and the
Group realised a gain of €0.2 million, which had initially been included in other comprehensive income.
The gain has been transferred to retained earnings upon disposal.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
281
1) In financial year 2017, Deutsche Börse Group classified equity investments as "available for sale"; see note 13.5 for further details.
108.8
89.7
10.2
Total
Total unlisted securities
S.W.I.F.T. SCRL"
None of the equity investments have been pledged as collateral by Deutsche Börse Group.
During the year under review, the following gains/(losses) were recognised in profit or loss and in other
comprehensive income in connection with the investments:
Amounts recognised in profit or loss and in other comprehensive income
Gains/(losses) recognised in other comprehensive income
-4.3
2.1
2.9
3.9
0
192.52)
101.6
9.2
-7.2
€m
2017¹)
2018
Total
Related to investments held as at the end of the reporting period
Dividends from equity investments held at FVOCI³)
Gains/(losses) reclassified from other comprehensive income to profit or loss
€m
LMRKTS LLC
12.8
5.4
■ Other financial liabilities reported under current financial liabilities measured at amortised cost
■Trade payables
■ Trade receivables
■ Cash deposits by market participants
■ Cash and other bank balances
■ Restricted bank balances
at amortised cost
13.3 Financial investments measured at fair value through other comprehensive income
■ Other financial assets reported under (non-)current debt financial instruments measured
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Composition of financial liabilities measured at amortised cost
The carrying amounts of the following items represent a reasonable approximation of their fair value:
300.1
Financial investments measured at fair value through other comprehensive income (FVOCI) comprise
equity investments which are not held for trading and which Deutsche Börse Group has irrevocably
elected to recognise in this category at initial recognition. As these instruments are strategic investments
of Deutsche Börse Group, the classification at fair value through other comprehensive income is in line
with the business rationale.
Equity investments measured at fair value through other comprehensive income
3.3
6.2
42.6
19.1
19.1
Trumid Holdings, LLC")
Trifacta Inc. ¹)
Equity investments measured at fair value through other comprehensive income comprise the following
investments:
figo GmbH"
Taiwan Futures Exchange Corp"
Unlisted securities
Total listed securities
Bombay Stock Exchange Ltd."
Listed securities
€m
2018
Digital Asset Holdings LLC"
1) The figures for the 2017 financial year relate to available-for-sale financial assets.
2) Relates primarily to income generated from the disposal of shares in BATS Global Markets, Inc. as well as of an additional equity investment
in the 2017 financial year
3) FVOCI = fair value through other comprehensive income
Stage 3
Stage 2
Expected loss on trade receivables
Trade receivables
n.a.
n.a.
n.a.
Total expected loss on trade receivables
1624.4
1,052.0
Listed debt securities net of expected loss
n.a.
n.a.
n.a.
0
0
572.4
0
Trade receivables net of expected loss
403.2
0
n.a.
n.a.
n.a.
-0.9
-0.9
0
403.2
n.a.
n.a.
-4.8
-4.8
0
331.8
331.8
0
n.a.
-5.7
Total expected loss on listed debt securities
n.a.
Current
€m
€m
Non-current
31 Dec 2017¹)
T
31 Dec 2018
Listed debt securities
Composition of fair value of financial assets measured at amortised cost
Total
Financial assets measured at amortised cost include the following debt instruments:
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
282
13.4 Financial assets measured at amortised cost
n.a.
Non-current
Total
n.a.
0
0
0
Stage 1
Expected loss on listed debt securities
n.a.
Current
n.a.
1,624.4
572.4
1,052.0
€m
€m
€m
€m
n.a.
Bonds issued
0
31 Dec 2018
Carrying amount
2018
Cash flow hedges as at 31 December
Amount recognised in profit or loss during the year
Closed-out
Amount recognised in other comprehensive income during the year
Cash flow hedges as at 1 January
Changes in cash flow hedges
The cash flow hedges developed as follows:
The effectiveness of a hedging relationship is determined at the inception of the hedging relationship
and through periodic effectiveness assessments to ensure that there is an economic relationship between
hedged item and hedging instrument. In order to hedge foreign currency risk, the Group enters into
hedging relationships where the critical terms of the hedging instrument match exactly the terms of the
hedged item.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges is recognised in the cash flow hedge reserve within revaluation surplus. The gain or loss
relating to the ineffective portion is recognised immediately in profit or loss. Amounts are subsequently
transferred to profit or loss. For the development of the revaluation surplus, please refer to ☑note 15.
Cash flow hedges
As at 31 December 2018 and as at 31 December 2017, European Energy Exchange AG had entered
into forward transactions in order to economically hedge the foreign-exchange risk associated with
forecast net cash outflows in British pounds for the following year. As at 31 December 2018, these
derivatives had a notional value of €1.1 million (£1.0 million) and a remaining maturity of less than
twelve months. The fair value of these instruments amounted to nil. As at 31 December 2017,
the forward contracts with a notional value of €4.6 million (£4.0 million) had a negative fair value of
€0.1 million. A US dollar swap with a notional value of €0.8 million had a fair value of nil as of
31 December 2017. All contracts concluded in 2017 settled in 2018 without any material impact on
net profit for the period attributable to Deutsche Börse AG shareholders.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
287
As at 31 December 2018, currency swaps expiring in less than six months had a notional value of
€3,383.2 million (2017: €2,494.6 million) as well as a negative fair value of €2.9 million and a
positive fair value amounting to €4.7 million (2017: negative fair value of €29.0 million and positive
fair value amounting to €4.5 million). These swaps were entered into to convert foreign currencies
resulting from the commercial paper programme into euros and to economically hedge short-term foreign
currency receivables and liabilities in euros.
Deutsche Börse Group has entered into transactions involving derivatives to economically reduce the
foreign-exchange rate risk. These transactions have not been designated as hedging relationships:
Derivatives that do not qualify as hedges
2017
€m
€m
0.7
31 Dec 2017
31 Dec 2018
€m
Composition of other financial instruments measured at fair value through profit or loss
Trade payables
13.9 Other financial instruments measured at fair value through profit or loss
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
32.0
Deutsche Börse Group | Annual report 2018
In 2017, Clearstream Banking S.A. had entered into a cash flow hedge to reduce the impact of
fluctuations in the euro/US dollar exchange rate on its US dollar-based net interest income for the 2018
financial year. The US dollar-related net interest income is derived from US dollar placements from
customer cash balances less the corresponding compensation for customers. Twelve forward foreign-
exchange contracts - one contract for the end of each of the twelve months in 2018 – were concluded
on 16 November 2017. The hedge is considered 100 per cent effective as the hedging foreign-exchange
transactions can be set off directly against the US dollar-based net interest income. At the end of each
month, the change in fair value of the forward foreign-exchange contracts will be recognised in equity,
and the gain or loss realised on the maturing foreign-exchange contract will be classified as interest
income. As at 31 December 2017, the fair value of the hedging instruments amounted to €0.7 million.
To hedge the US dollar risk for financial year 2019, Clearstream Banking S.A. concluded similar
transactions in 2019; as at the reporting date, no derivatives had been designated as cash flow hedges.
0.7
0
4.1
0
0
-0.7
-3.4
0
0
288
1,714.8
3.0
1,289.5
Total current assets
0.7
75.2
0
0
4.5
788.0
4.7
2,094.8
Foreign currency derivatives not designated in hedges
Foreign currency derivatives qualifying as cash flow hedges
2,094.8
Current assets
2.0
0
2.0
Total non-current assets
0
0
0
0
Foreign currency derivatives not designated in hedges
0.1
0.1
€m
4.7
5.2
Total liabilities
32.0
1,714.8
3.0
1,289.5
Total current liabilities
2.9
2.9
0
Embedded derivatives
863.2
29.1
3.0
1,289.5
Foreign currency derivatives not designated in hedges
Current liabilities
LIABILITIES
5.3
865.2
4.7
2,096.8
Total assets
1,711.9
2.0
ASSETS
Convertible bonds and loans
5,502.2
26,555.0
23,673.9
31 Dec 2017
€m
15. Equity
Total
Miscellaneous
Prepaid expenses
Tax receivables (excluding income taxes)
Other receivables from CCP transactions
Composition of other current assets
14. Other current assets
made to European Energy Exchange AG by clearing members
Liabilities from cash deposits by participants in equity trading
Total
made to Nodal Clear, LLC by clearing members
made to European Commodity Clearing AG by clearing members
made to Eurex Clearing AG by clearing members
Liabilities from margin payments
31 Dec 2018
€m
Composition of cash deposits by market participants
13.11 Cash deposits by market participants
Further information
2,268.8
372.7
387.2
0.3
290
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
Changes in equity are presented in the consolidated statement of changes in equity. As at
31 December 2018, the number of no-par value registered shares of Deutsche Börse AG in
issue was 190,000,000 (31 December 2017: 193,000,000).
451.7
639.8
5.5
3.9
32.0
50.4
49.8
Notes | Consolidated balance sheet disclosures
41.6
543.9
€m
€m
31 Dec 2017
31 Dec 2018
29,215.3
29,559.2
4.3
10.1
n.a.
364.4
Financial statements
Management report
Executive and Supervisory Boards
16.3
17.7
0
1.0
0
0.4
16.3
17.3
15.1
14.6
0.2
1.2
Total liabilities
Contingent purchase price components
Non-current liabilities
LIABILITIES
Total assets
Total
Incentive programmes
Current assets
Total
Investment in ETFs and equity funds
2.7
Non-current assets
0.8
0.8
Deutsche Börse Group | Annual report 2018
289
Amounts reported separately under liabilities as cash deposits by market participants are restricted.
Such amounts are mainly invested via bilateral or triparty reverse repurchase agreements and in the form
of overnight deposits at banks (restricted bank balances). Government and government-guaranteed
bonds with an external rating of at least AA- are accepted as collateral for the reverse repurchase
agreements. Reported restricted bank balances total €29,833.6 million (2017: €29,392.0 million).
13.10 Restricted bank balances
0.2
-0.6
-0.2
0.6
0.4
0.3
0.2
0
€m
€m
2017
2018
1) FVPL = fair value through profit or loss
Fair value gains/(losses) on contingent purchase price components
Total
Distributions from ETFs
Fair value (losses)/gains on other financial assets at FVPL"
Amounts recognised in profit or loss
During the year under review, the following gains/(losses) were recognised in profit or loss:
-1.5
0
The financial instruments measured at fair value through profit or loss (FVPL) are comprised as follows:
Options to acquire equity investments
15.4
15.4
0
17.9
17.9
0
Margin deposits
7.3
7.3
0
0
0
0
Bank overdrafts
508.3
508.3
0
36.6
36.6
0
Money market lendings
Interest liabilities
0
36.6
36.6
3.0
0
19.6
0.3
0.3
0
0.1
101.7
101.7
0
274.7
1,714.9
0
Miscellaneous
0
Associate payables
0
positions
Liabilities from CCP
29.3
29.3
0
1,714.9
0.1
19.6
274.7
0
402.2
2,288.1
150.1
599.7
150.1
0
195.0
195.0
0
1688.4
2,283.2
0
2,283.2
Deposits from securities
€m
€m
€m
Total
Current
Non-current
2.0
Current
€m
€m
Non-current
31 Dec 2017
Carrying amount
€m
3.0
settlement business
16,796.8
402.2
0
Commercial paper issued
24.7
24.7
0
630.3
630.3
institutions
Deposits from credit
0
12,411.8
0
16,166.5
16,166.5
0
customers
Deposits from
12,436.5
12,436.5
0
16,796.8
12,411.8
Total
Total
19,219.7
35,661.7
- 65,735.2
- 76,089.8
from options
Financial liabilities
20,140.0
-62,202.8
-62,935.3
40,428.1
-20,382.9
-45,595.2
34,936.0
-35,661.7
45,595.2
-82,585.7
65,735.2
Financial assets from options
-97,871.3
transactions
Financial liabilities from repo
62,914.9
63,147.3
-20,382.9
-34,936.0
83,297.8
98,083.3
76,089.8
transactions
- 40,428.1
286
2,283.2
€m
amount
31 Dec 2017
31 Dec 2018
€m
€m
31 Dec 2018
amount
Carrying
Notional
Carrying
amount
- 20,140.0
Notional
amount
ASSETS
Derivative financial instruments
Derivatives are only used for economic hedging purposes and not as speculative investments. However,
where derivatives do not meet the hedge accounting criteria, they are classified as "held for trading" for
accounting purposes and are accounted for at fair value through profit or loss. Deutsche Börse Group
uses derivative financial instruments to hedge existing or expected transactions in order to reduce
interest rate risks or foreign-exchange risks. As at the reporting date, the following transactions have
been recognised:
13.8 Derivative financial instruments
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Non-current assets
Financial assets from repo
31 Dec 2017
€m
€m
thereof current
thereof non-current
Total
Other
Options
Repo transactions
€m
31 Dec 2018
Composition of financial instruments of the central counterparties
13.7 Financial instruments of the central counterparties
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
285
The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at
31 December 2017 or as at 31 December 2018.
15,814.7
1,688.4
€m
1) FFVPL = fair value through profit or loss
31 Dec 2017
14,126.3
63,147.3
31 Dec 2017
€m
31 Dec 2018
31 Dec 2017
€m
Gross amount of
offset financial instruments
31 Dec 2018
€m
31 Dec 2017
€m
31 Dec 2018
€m
Net amount of
financial instruments
Gross presentation of offset financial instruments held by the central counterparties
Gross amount of
financial instruments
The following table gives an overview of the effects of offsetting the financial instruments held by the
central counterparties:
The aggregate financial instruments held by central counterparties are classified into current and non-
current in the consolidated balance sheet. Receivables and liabilities that may be offset against a
clearing member are reported on a net basis. Financial liabilities of €212.0 million (2017: €712.1
million) were eliminated because of intra-Group GC Pooling transactions.
21,502.9
94,280.3
62,914.9
20,140.0
40,428.1
690.3
1,293.0
79,510.7
84,347.9
9,985.4
4,837.2
104,265.7
Frankfurt/Main, 8 March 2019
The Supervisory Board would like to thank the Executive Board and all employees for their strong
commitment and excellent achievements in 2018.
For the Supervisory Board:
dini Bulu
Fondi
Joachim Faber
Chairman of the Supervisory Board
26
46
42 Deutsche Börse AG shares
report
28 Fundamental information about the Group
43 Report on economic position
86 Report on post-balance sheet date events
86 Combined non-financial statement
111 Risk report
136 Report on opportunities
143 Report on expected developments
150 Deutsche Börse AG
(disclosures based on the HGB)
Combined management
No conflicts of interest arose with regard to individual Supervisory Board members during the reporting
period.
"
31 October 2018, respectively. We would like to thank Mr Tessler and Mr Preuss for their many years
of valuable contributions as members of Deutsche Börse AG's Executive Board.
At the extraordinary meeting on 15 November 2018, the Executive Board informed us about the latest
developments in the investigation proceedings against the former Chief Executive Officer Carsten Kengeter
due to an alleged violation of the insider trading ban and an alleged failure to disclose an ad-hoc
announcement. The Public Prosecutor's Office in Frankfurt/Main had previously proposed imposing an
amended 2017 fine on the company as a condition for closing the proceedings. At the time, the local
court of Frankfurt/Main had refused to approve the closure of the investigation proceedings. The Executive
Board's decision to ultimately accept this amended fine, and the considerations on which this decision
was based, were discussed in detail. The Supervisory Board had gathered comprehensive advice on the
scope of his rights and obligations and on its margin of discretion in this matter. Finally, we acknowledged
and approved the Executive Board's decision to come to an agreement with the Public Prosecutor's Office.
pliance rules relevant to the Supervisory Board. We also dealt with the management of findings from the
regular regulatory audits of Group companies under MaRisk. Furthermore, we were informed about the
results of the audit of European Commodity Clearing AG (the EEX clearing house) conducted by the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin).
We also agreed on new bylaws, which were amended following reconstitution and first-time equal
representation on the Supervisory Board. Finally, we discussed the rules for the departure of Andreas
Preuss from the Executive Board and passed a resolution in accordance with the proposal put forward
by the Nomination Committee.
157 Remuneration report
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Deutsche Börse Group | Annual report 2018
21
At the regular meeting on 20 September 2018, we addressed the reorganisation of the Trading & Clearing,
Post-Trading, Data & Index reporting segments that were established during the year under review. The
Executive Board informed us about the portfolio performance of Deutsche Börse Group's material majority
and minority interests. The Group's Chief Compliance Officer also informed us in detail about the com-
At our technology workshop on 20 September 2018, we dealt in depth with the issue of what the core
requirements are for a software company and the significance these will have for the future of Deutsche
Börse Group.
After the process for electing the employee representatives to the Supervisory Board was concluded on
15 August 2018 and the court had appointed two further employee representatives on 28 August 2018,
the Supervisory Board convened for an extraordinary meeting on 4 September 2018, once again
deciding on the appointment of members to the Supervisory Board committees. Jutta Stuhlfauth was
reelected as Deputy Chairman of the Supervisory Board.
At the regular meeting on 20 June 2018, we once again dealt with the "Roadmap 2020" growth stra-
tegy in a follow-up to the business strategy presentation at the investor day in London on 30 May 2018.
We also dealt with the measures planned to improve and speed up the exchange of data within the
Group (datafication) and the first application examples (use cases). The previous year's audit results on
Clearstream's and Eurex Clearing's compliance with the Minimum Requirements for Risk Management
(MaRisk) were also discussed. We also adopted a resolution on amending the bylaws of the Executive
Board which became necessary, among other things, due to the application of MitbestG. The Super-
visory Board also discussed the rules for Jeffrey Tessler's departure from the Executive Board and passed
a resolution on this based on the proposal made by the Nomination Committee.
At a further workshop on 20 June 2018, the Supervisory Board concerned itself with Deutsche Börse
Group's Code of Conduct and the current regulatory strategy. The rights and obligations of the Super-
visory Board and its members were also addressed in depth.
Further workshops were held as part of the Supervisory Board's training and continuing professional
development programme. A workshop on 19 June 2018 comprehensively dealt with the strategy in the
post-trading division, with regard to Clearstream's core business and the IFS (Investment Funds Services)
and GSF (collateral management) segments. The Supervisory Board also addressed the organisation
of and selected issues relating to risk management and compliance of the Clearstream subgroup.
The constituent meeting of the Supervisory Board on 16 May 2018 was held immediately after the
Annual General Meeting. We agreed on the appointment of members for the existing and new Super-
visory Board committees, taking into account the regulations of the MitbestG and the resulting equal
representation on the Supervisory Board. The newly elected shareholder representatives Martin Jetter,
Barbara Lambert and Joachim Nagel attended the meeting, as did the other employee representatives
who, at that time, were court-appointed due to the employee representative election process that was
still in place. Shareholder representatives Richard Berliand and Amy Yip, who were elected by the
Annual General Meeting subject to the amendments made to the Articles of Association on expanding
the Supervisory Board to 16 members, abstained from voting until the voting process was concluded,
and all employee representatives were elected on 28 August 2018. De facto, the equal representation on
the Supervisory Board already applicable under the MitbestG was thus already ensured. Jutta Stuhlfauth
was elected as Deputy Chairperson of the Supervisory Board in her capacity as employee representative,
which also was a result of the MitbestG in place. The Supervisory Board also appointed Hauke Stars
as Director of Labour Relations with effect from 1 June 2018.
■ As agreed in 2017, Theodor Weimer assumed his role as Chairman of the Executive Board, with effect
from 1 January 2018.
■ At the meeting on 25 April 2018, Thomas Book and Stephan Leithner were appointed as members
of the Executive Board as at the start of July 2018, and Christoph Böhm as at 1 November 2018.
Jeffrey Tessler and Andreas Preuss resigned as members of the Executive Board, effective 30 June and
Management of individual conflicts of interest
-
Deutsche Börse AG¹)
Deutsche Börse Group | Annual report 2018
Deutsche Börse
Services s.r.o.
100%
Eurex Clearing AG
100%
360TGTX Inc.
100%
Clearstream
International S.A.
100%
STOXX Ltd.
100%
Eurex Repo GmbH
100%
Eurex Global Derivatives AG
China Europe International
Exchange AG
40%
Clearstream Banking AG
100%
DB1 Ventures GmbH
100%
100%
Börse Frankfurt
European Energy
Exchange AG
75%2)
Zertifikate AG
At the regular meeting on 5 and 6 December 2018, we adopted the budget for 2019, dealt with the
cash market strategy, the IT organisation from the perspective of the new CIO/COO Christoph Böhm
(appointed in November) and addressed the organisation of customer relationships within the Group.
In addition, the Executive Board also provided us with a status report on the processing of findings
from the regulatory reviews. We discussed and adopted the results of our annual efficiency review
in accordance with section 5.6 of the Deutscher Corporate Governance Kodex (the "Code", German
Corporate Governance Code), the annual suitability assessment of the Supervisory Board and the
Executive Board, as well as the upcoming year's training plan for the Supervisory Board. Furthermore,
we adopted the declaration of compliance pursuant to section 161 of the Aktiengesetz (German Stock
Corporation Act, AktG) for the 2018 financial year. The declaration of compliance is available at
www.deutsche-boerse.com/declcompliance.
100%
Clearstream Holding AG
100%
180 Combined corporate governance statement
and corporate governance report
360 Treasury Systems AG
100%
Eurex Frankfurt AG
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Notes
Further infomation
Combined management report
This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and
includes the combined non-financial statements according to the CSR directive. It follows the requirements
of the Handelsgesetzbuch (HGB, German Commercial Code) and the Deutscher Rechnungslegungs Standard
Nr. 20 (DRS 20, German Accounting Standard No. 20). This management report also takes into account
the requirements of the Practice Statement "Management Commentary" issued by the International
Accounting Standards Board (IASB).
Fundamental information about the Group
Overview of Deutsche Börse Group
Business operations and Group structure
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2018, the Group employed 5,964 people at 37 locations
in 26 countries. 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 creation chain - covering the dissemination of market information and provision of
indices (pre-trading), services for trading and transaction clearing and settlement, securities custody, as
well as services for liquidity and collateral management (post-trading). In addition, the Group develops
and operates the IT systems that support all these processes.
Deutsche Börse AG markets price and reference data of Deutsche Börse Group's systems and platforms
as well as other trading information; it also develops and sells indices via its subsidiary STOXX Ltd. In
addition, Deutsche Börse AG operates the Eurex Exchange derivatives market via Eurex Frankfurt AG.
Commodities spot and derivatives markets are operated by the Group's direct subsidiary European
Energy Exchange AG (EEX). Deutsche Börse AG provides a foreign-exchange trading platform via its
subsidiary 360 Treasury Systems AG (360T); the Group operates the cash market at Frankfurter Wert-
papierbörse (FWBⓇ, the Frankfurt Stock Exchange) with its fully electronic trading venue XetraⓇ and
offers trading in structured products (certificates and warrants) in Germany via Börse Frankfurt Zertifikate
AG. The Group also offers clearing services for the cash and derivatives markets (Eurex Clearing AG). All
post-trading services that Deutsche Börse Group provides for securities are handled by Clearstream Hold-
ing AG and its subsidiaries (Clearstream Holding group). These include transaction settlement, the
administration and custody of securities, as well as services for investment funds and global securities
financing. Deutsche Börse AG and Clearstream Services S.A. develop and operate Deutsche Börse
Group's technological infrastructure.
28
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Notes
Further infomation
The "Shareholding structure of Deutsche Börse Group" chart gives an overview of Deutsche Börse
Group's main shareholdings; its basis of consolidation is presented in full in ☑note 2 to the conso-
lidated financial statements.
Shareholding structure of Deutsche Börse Group
100%
The Supervisory Board's meetings in the reporting year were held at the Group's headquarters, as well
as at other Deutsche Börse Group locations, and – for the first time - at our office in Prague. After every
meeting, we held open and effective exchanges with one other, without the presence of the Executive
Board members.
Operational risk, information security and business continuity management
The Supervisory Board maintained eight committees during the reporting period, whereby the Personnel
Committee and the Nomination Committee were merged with effect from 3 January 2018 with the adoption
of the revised German Stock Exchange Act. The Personnel Committee had not convened up to this time.
The committees are primarily responsible for preparing the decisions to be taken by, and topics to be
discussed in the plenary meetings. Additionally, the Supervisory Board has delegated individual decision-
making powers to the committees to the extent that this is legally permissible. The individual committee
chairs report in detail to the plenary meetings on the work performed by their committees. The Chairman
of the Supervisory Board chairs the Nomination Committee, the Strategy Committee, the Chairman's
Committee and the Mediation Committee. The latter two were newly created with the expansion of the
Supervisory Board and the introduction of equal representation. Details on the members and duties of
24
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) audited the annual financial
statements of Deutsche Börse AG, the consolidated financial statements and the combined management
report, including the combined non-financial statement for the financial year ended 31 December 2018,
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 2018 were reviewed by KPMG. The documents relating to the financial statements and the
Audit of the annual and consolidated financial statements
The Mediation Committee is set up by law. Pursuant to section 31(3) of the MitbestG, it submits
proposals to the Supervisory Board for the appointment or dismissal of Executive Board members when
a two-thirds majority has not been reached. The Mediation Committee only convenes as required. There
was no need for the Mediation Committee to hold a meeting during the year under review.
Mediation Committee (no meetings during the reporting period)
The Chairman's Committee convenes on the initiative of the Chairman of the Supervisory Board; it deals
with time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. During
the year under review, the Chairman's Committee determined the manner in which the Supervisory
Board dealt with the developments in the investigation proceedings against former CEO Carsten Kengeter.
Chairman's Committee (one meeting during the reporting period)
■ Information security, IT risk management and cyber resilience
■ Cloud computing, cloud migration strategies, and relevant cloud security standards
■ Discussion of measures to be implemented to meet the MaRisk requirements
Digitalisation and implementation of associated changes to the organisational structure and enterprise
processes
■ Implementation and refinement of Deutsche Börse Group's IT strategy
Technology Committee (four meetings during the reporting period, including one joint meeting
with the Risk Committee)
Strategic discussion of major industry trends, political developments, the Group's competitive position,
as well as organic and inorganic growth opportunities
■
■ Offer for clearing interest rate swaps in the European Union (euro clearing)
■ Discussion about Deutsche Börse Group's strategic orientation under the “Roadmap 2020" growth
strategy and the status of implementing the growth strategy in the individual business areas
Strategy Committee (one meeting during the reporting period)
■ Discussion of the impact of potential Brexit scenarios
■ General Data Protection Regulation (GDPR)
▪ Risk management in the Clearstream subgroup
Deutsche Börse Group | Annual report 2018
■ Annual report on security risks
Executive and Supervisory Boards | Report of the Supervisory Board
Financial statements
Tradegate Exchange GmbH
75%, 25%4)
The following personnel changes were made with regard to the Executive Board in 2018:
We would like to sincerely thank all of the Supervisory Board members who left the Board in 2018 for
their enriching and constructive cooperation on the Supervisory Board of Deutsche Börse AG.
Among the employee representatives, seven out of a total of eight were newly elected to the Supervisory
Board. These employees work in different Group companies and divisions, bringing to the Board a wealth
of specialist and practical experience from their activities. Employee representatives with experience in
supervisory matters, now also including union representatives, complement the Board's skills profile.
Johannes Witt left the Board as at the end of the Annual General Meeting on 16 May 2018. Until the
election of the employee representatives to the Supervisory Board was concluded on 15 August 2018,
Jutta Stuhlfauth, Marion Fornoff, Hans-Peter Gabe, Florian Rodeit, Nadine Absenger and Gerd Tausend-
freund were initially appointed to the Board by court order. In accordance with the provisions of the
MitbestG, applicable as at the end of the Annual General Meeting, Florian Rodeit was appointed as senior
executive representative, while Nadine Absenger and Gerd Tausendfreund were appointed as union
representatives. On 15 August 2018, the employee representatives to the Supervisory Board were finally
determined: Jutta Stuhlfauth, Markus Beck, Susann Just-Marx, Cornelis Kruijssen, Nadine Absenger and
Gerd Tausendfreund. Since the expansion of the Supervisory Board had not yet been decided when the
employee representative election process began, employees were allowed from a legal perspective to
elect only six employee representatives directly to the Supervisory Board. On 28 August 2018, two further
employee representatives, Achim Karle and Carsten Schäfer, were appointed as further employee repre-
sentatives to the Supervisory Board by court order, according to the votes received in the election pro-
cess. Equal representation on the Board by shareholder and employee representatives was thus achieved.
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Deutsche Börse Group | Annual report 2018
45
25
Three out of eight members were newly elected to the Supervisory Board from the ranks of the share-
holder representatives: Martin Jetter, Barbara Lambert and Joachim Nagel were elected as shareholder
representatives to the Supervisory Board by the Annual General Meeting for the first time. Craig Heimark,
Monica Mächler and Erhard Schipporeit did not stand for re-election and therefore their appointments
ended as at the end of the Annual General Meeting. Ann-Kristin Achleitner stood for re-election for a
one-year term of office. The remaining four members from the shareholder representatives were each
elected again for another full term of office. Martin Jetter and Joachim Nagel were elected to the Super-
visory Board, conditional upon the amendments to the Articles of Association on the expansion of the
Supervisory Board.
The scheduled term of office of the Supervisory Board ended as at the end of the Annual General
Meeting on 16 May 2018. Until this date, the Supervisory Board comprised twelve members, in
accordance with the Articles of Association. With the entry of the resolution by the ordinary Annual
General Meeting on 24 May 2018, on a corresponding amendment to the Articles of Association,
the Supervisory Board now comprises 16 members.
The following personnel changes were made to the Supervisory Board during the reporting period:
Personnel matters
Our own examination of the 2018 annual financial statements, the consolidated financial statements
and the combined management report, including the combined non-financial statement, 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, as well as the
consolidated financial statements, at our meeting on 8 March 2019, in line with the Audit Committee's
recommendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted.
The Audit Committee discussed the Executive Board's proposal for the appropriation of the unappro-
priated surplus (Bilanzgewinn) in detail with the Executive Board, with particular reference to the com-
pany's liquidity and financial planning, and taking shareholders' interests into account. Following this
discussion and its own examination, the Audit Committee concurred with the Executive Board's proposal
for the appropriation of the unappropriated surplus. Following our own examination, the plenary meeting
of the Supervisory Board also approved the Executive Board's proposal.
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.
reports by KPMG were submitted to us for inspection and examination in good time. The lead auditors,
Klaus-Ulrich Pfeiffer and Sven-Olaf Leitz, attended the relevant meetings of the Audit Committee and the
plenary meeting of the Supervisory Board convened to approve the financial statements. The auditors
reported on the key results of the audit; in particular, they focused on the net assets, financial position
and results of operations of the company and Group and were available to provide supplementary infor-
mation. The auditors 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 com-
pliance with all relevant statutory provisions and regulatory requirements did not give rise to any
objections. KPMG provided information on other services that it had rendered in addition to its audit
services. There were no grounds for suspecting that the auditors' independence might be impaired.
Further information
Notes
Management report
Committee work
Managing credit and product-specific risks
■
Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of compliance in accordance
with section 161 of the AktG
reports as well as on the corporate governance statement in accordance with section 289f of the
Preparation of the Supervisory Board's resolution on the corporate governance and remuneration
■
■ Discussion and formal adoption of the Audit Committee's tasks for the coming year
■ Deutsche Börse AG's dividend and the Group's budget
■ Internal control systems: discussion of questions relating to risk management, compliance and capital
market compliance, the internal control and audit system, discussion of the methods and systems used
and their efficiency, adequacy and effectiveness
■ External auditors: obtaining the statement of independence from the external auditors and monitoring
the external auditors' independence, issuing the engagement letter to the external auditors, preparing
the Supervisory Board's proposal to the Annual General Meeting on the election of the external auditors,
agreeing on the external auditors' fee, defining the focal areas of the audit, discussing non-audit
services rendered by the external auditors and the assignment of the external auditor to conduct an
audit of the combined non-financial statement
in the presence of the external auditors, as well as the half-yearly financial report and the quarterly
statements
consolidated financial statements, the combined management report and the audit report
■ Accounting: an examination of the Deutsche Börse AG annual financial statements,
■ Financial issues, especially capital management and tax items
Audit Committee (six meetings during the reporting period)
the Supervisory Board committees in 2018 can be found in the ☑“Combined corporate governance
statement and corporate governance report" section of the combined management report. The
committees focused on the following key issues:
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Deutsche Börse Group | Annual report 2018
22
■ Measures to close internal and external audit findings
■
■ Deutsche Börse Group's investments and outsourcing management
The Personnel Committee was merged with the Nomination Committee, when the revised German Stock
Exchange Act entered into force on 3 January 2018. No Personnel Committee meetings were held
during the year under review.
■ Deutsche Börse Group's risk strategy and risk culture
Ongoing enhancements to Group-wide compliance and risk management and the harmonisation
of internal control systems
■ Discussion about the quarterly compliance and risk management reports presented
Risk Committee (five meetings during the reporting period, including one joint meeting with
the Technology Committee)
Further information
Notes
Financial statements
Management report
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements
Notes
Further information
23
■ Dealing with the suitability assessment, effectiveness review and training schedule
■ Preparations for the election of the shareholder representatives to the Supervisory Board by the
ordinary Annual General Meeting 2018
■ Discussion and recommendation on the new rules for the Performance Share Plan in the event that
an Executive Board member leaves during the course of the year
■ Discussion and recommendation to the plenary meeting about the exit conditions for retired Executive
Board members Andreas Preuss and Jeffrey Tessler as the basis for the respective concluded
termination agreements
■ Executive Board remuneration: discussion of the extent to which the members of the Executive Board
had achieved their targets; determination of the variable remuneration for Executive Board members
for 2017; preliminary discussion of the extent to which individual members of the Executive Board
have achieved their targets for 2018; adoption of the individual targets for the members of the
Executive Board for 2019; discussion of the remuneration report and the share ownership guidelines
■ Personnel matters: discussion of succession planning for the Executive Board and the selection of candi-
dates; the preparation of a recommendation to the plenary meeting for the appointment of Christoph
Böhm, Thomas Book and Stephan Leithner as new members of Deutsche Börse AG's Executive Board;
as well as the transfer and alignment of Thomas Book's existing retirement benefits arrangement
Nomination Committee (five meetings during the reporting period)
Personnel Committee (no meetings during the reporting period)
Clearstream Banking S.A.
100%
Executive and Supervisory Boards | Report of the Supervisory Board
100%
Business areas
STOXX (index business)
Data
IFS (investment fund services)
GFS (collateral management)
Clearstream (post-trading)
Xetra (cash equities)
360T (foreign exchange)
EEX (commodities)
Eurex (financial derivatives)
Reporting segment
Deutsche Börse Group's reporting segments
This structure serves as a basis for the Group's internal management and financial reporting (see the
following table entitled “Deutsche Börse Group's reporting segments" for details). This more detailed
segment reporting further enhances transparency, highlighting growth areas. Recognising the growing
importance of some business areas, these have been shown as independent reporting segments as of
the financial year 2018. Hence, the Group also reports the reporting segments' cost base and EBITDA
on a segment level.
■ The Group continues to report on business developments in the cash market within the Xetra (cash
equities) segment.
■ The former Market Data + Services (MD+S) segment was separated into STOXX (index business) and
Data. Revenue from the Infrastructure Services division, the third pillar of the former MD+S segment,
have been allocated to the Eurex (financial derviatives) and Xetra (cash equities) segments.
■ The former Clearstream segment was divided into three segments: Clearstream (post-trading), IFS
(investment fund services) and GSF (collateral management).
■ The former Eurex segment was divided into three segments: Eurex (financial derivatives), EEX
(commodities) and 360T (foreign exchange).
Since 1 January 2018, Deutsche Börse Group has divided its business activities into nine segments:
Reporting segments
■ Electronic derivatives trading (Eurex Exchange)
Further infomation
■ Eurex RepoⓇ over-the-counter (OTC) trading platform
■ Central counterparty for on- and off-exchange derivatives and repo transactions
Deutsche Börse Photography
Foundation gGmbH
Deutsche Börse Group | Annual report 2018
30
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual General
Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of responsibility.
Management
■ Technology and reporting solutions for external customers
■ Trading participant connectivity
■ Distribution of licences for trading and market signals
■ Development and marketing of indices (STOXX® and DAX®)
■ Global securities financing and collateral management services, such as collateralised money market
lending, repo or securities lending transactions
■ Investment fund services (order routing, settlement and custody)
■ Custody and settlement services for securities
■ Admission of securities (listing)
■ Central counterparty for equities and bonds
■ Cash market with the Xetra®, Börse Frankfurt and Tradegate trading venues
■ Electronic foreign-exchange trading (360T®)
■ Central counterparty for cash market and derivative products
■ Electronic trading of electricity and gas products as well as emission rights (EEX group)
■C7Ⓡ electronic clearing architecture
Notes
■ Central counterparty for on- and off-exchange derivatives
Management report | Fundamental information about the Group
Securities Services Limited
Clearstream Global
100%
LLC
Nodal Exchange Holdings,
BrainTrade Gesellschaft
für Börsensysteme mbH
14%, 14%5)
100%
European Commodity
Clearing AG
16%
Centre Ltd.
Deutsche Börse
Commodities GmbH
100%
Pte. Limited
Clearstream Funds
REGIS-TR S.A.
50%
Financial statements
Cleartrade Exchange
100%
Clearstream Operations
100%
100%
Deutsche Börse Group | Annual report 2018
29
Prague s.r.o.
29
5) Direct equity interest Deutsche Börse AG: 14%, direct equity interest Börse Frankfurt Zertifikate AG: 14%
3) Direct equity interest European Energy Exchange AG: 11%, direct equity interest Powernext SAS: 40%
2) Economic participation; lower voting rights
1) Simplified presentation of main shareholdings (rounded values), as at 1 January 2019
4) Direct equity interest Deutsche Börse AG: 75%, direct equity interest Tradegate AG Wertpapierhandelsbank: 25%
Clearstream Services S.A.
100%
Powernext SAS
100%
EPEX SPOT SE
LuxCSD S.A.
50%
Executive and Supervisory Boards
Deutsche Boerse
Systems, Inc.
100%
11%, 40%³)
Due to the specific arrangements for the two investment firms, Eurex Repo GmbH and 360 Treasury
Systems AG, no explicit own funds requirements for operational risk are determined in accordance with
Article 95 of the CRR. Instead, the total own funds requirement is determined either as the own funds
requirement amount for credit and market risk or as 25 per cent of fixed overhead costs, depending on
which is higher. Since credit and market risks are low, the relevant criterion for both companies is the
own funds requirement on the basis of overhead costs.
A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR. The
credit institutions that are subject to the provisions of the CRR fall into two groups: those designated as
not systemically important, which includes Clearstream Banking AG, Clearstream Holding group and
Eurex Clearing AG; and those designated as “Other Systemically Important Institution (O-SII)", which
includes Clearstream Banking S.A. as of 1 January 2018. CRD IV introduced various capital buffers,
which the supervised (credit) institutions generally have to meet over and above the minimum total
capital ratio of 8 per cent, although they may temporarily fall below these levels. The capital buffers
were introduced in stages up until 1 January 2019, depending on the economic environment and
295
systemic risk components: since 2014, CSSF has imposed a standard capital conservation buffer of
2.5 per cent of Tier 1 capital on all Luxembourg credit institutions; this arrangement represents a
departure from the general transitional provisions of CRD IV. This means that the minimum total capital
ratio is 10.5 per cent. Besides the capital buffers imposed by CSSF for all Luxembourg credit institutions,
an additional capital conservation buffer of 1.875 per cent (2.5 per cent starting in 2019) is applied to
all regulated Group companies subject to CRR regulations. Taking these effects into account, the
minimum total capital ratio was 9.875 per cent. Similarly, an anticyclical capital buffer is required to be
available in order to ensure that banks accumulate a buffer during a period in which a specific region
experiences economic growth while such buffer may fall to a lower level during an economic downturn
in such region. The respective percentage is generally determined by the competent authority of the
country in which the (credit) risk positions are located. Therefore, a bank's individual percentage is a
combined rate, which takes into account the total volume of credit transactions in the various countries.
As at 31 December 2018, the bank-specific anticyclical capital buffer requirements for Clearstream
Banking S.A. stood at 0.12 per cent of risk-weighted assets. In addition, a buffer for systemically
relevant institutions and a systemic risk buffer must be applied if required by the competent authority. As
at 31 December 2018, the systemic risk buffer was not yet required in Luxembourg. However, according
to Regulation CSSF No. 18-06, Clearstream Banking S.A. is required to apply a buffer for O-SIIs
amounting to 0.375 per cent, which increased to 0.5 per cent, effective 1 January 2019.
Executive and Supervisory Boards
Management report
Financial statements
None of the Group companies subject to solvency supervision has Tier 2 supplementary capital.
Notes | Consolidated balance sheet disclosures
Further information
Deutsche Börse Group | Annual report 2018
Financial statements
The own funds requirements of the Clearstream companies remained almost stable in the reporting
period. However, changes occurred regarding own funds requirements for operational risks as well as
credit and market risks, both at the single entity and Group levels. As of September 2016, the
Clearstream Holding group has applied a different method, the AMA, for the calculation of operational
risk own funds requirements. Since then, the calculation has been made using the so-called Direct VaR.
The Clearstream Holding group has already responded to the (expected) higher own funds requirements
by launching a programme to strengthen its capital base; this programme continued in 2017. Further
measures are planned for the coming years in the context of medium-term capital planning. In the
year under review, the Clearstream Holding group's capital base was boosted by retaining profits at
different companies.
296
Executive and Supervisory Boards
Management report
Notes | Consolidated balance sheet disclosures
Further information
In the medium to long term, the Clearstream Holding group expects moderately increasing own funds
requirements at a regulatory group level for the following reasons:
■ The successively increasing capital buffers under CRD IV
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, while the Clearstream companies apply the advanced measurement approach (AMA).
■ The future applicability of own funds requirements based on the Central Securities Depositories
Regulation (CSDR)
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. In addition, buffers are taken into account that cover the
recovery indicators specified in the recovery plans and thus prevent recovery scenarios from being
triggered even for peak own funds and capital requirements. The own funds and capital requirements
determined in this way will be met on the basis of medium-term capital planning. As the actual own
funds and capital requirements are below the expected peaks – significantly so under normal
circumstances - this may lead to a very high total capital ratio or EMIR capital cover, especially at the
closing date.
All companies that are directly or indirectly (i.e. by means of EMIR requirements) subject to the CRR
own funds requirements are exempted from compliance with trading book requirements. Market risk
exposures consist only of relatively small open foreign currency positions. The companies concerned
uniformly apply the standardised approach for credit risk. As a result of the specific business of the
credit institutions and central counterparties belonging to Deutsche Börse Group, their recognised assets
are subject to sharp fluctuations. This leads to correspondingly volatile total capital ratios at 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
own funds requirements for credit and market risk exposures of Eurex Clearing AG and European
Commodity Clearing AG are relatively stable despite volatile total assets in the course of the year.
The "accumulated profit" item includes exchange rate differences amounting to €-6.8 million (2017:
€-16.4 million). €8.2 million (2017: €–14.4 million) were added due to currency translation for foreign
subsidiaries in the reporting period as well as €1.4 million (2017: €-7.1 million) relating to transactions
used to hedge against currency risk.
The EMIR capital requirements for central counterparties are in large part based on the EU own funds
requirements for credit institutions (see below), but the details differ in relation to the capital
components, the capital requirement components and capital deduction items. Moreover, EMIR does not
specify any capital buffers such as those introduced by the Directive (EU) No 36/2013 (Capital
Requirements Directive, CRD IV) and the Regulation (EU) No 575/2013 (Capital Requirements Regulation,
CRR) for banks.
■ The establishment of own funds requirements resulting from the introduction of minimum requirements
293
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Accumulated profit
Regulatory capital requirements and regulatory capital ratios
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their
capacity as credit institutions, are subject to solvency supervision by the German or Luxembourg
banking supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and
Commission de Surveillance du Secteur Financier, CSSF, respectively). The same applies to the
Clearstream Holding at a regulatory group level. Eurex Repo GmbH and 360 Treasury Systems AG are
also subject to specific provisions applicable to certain investment firms under BaFin solvency
supervision. Until it ceased its business operations effective 31 December 2017, Eurex Bonds GmbH
had also been subject to BaFin supervision.
Since 1 January 2014, the own funds requirements for credit institutions have been primarily subject to
the EU-wide requirements of the CRR as well as the supplementary national regulations implementing
CRD IV, which transposed the “"Basel III" rules into European law.
Following the return of its licence as an "Approved Clearing House" (ACH) in March 2018, Eurex
Clearing Asia Pte. Ltd. is no longer subject to any capital requirements under the Securities and
Futures Act (Singapore) or to other specific requirements of the Monetary Authority of Singapore
(MAS). Eurex Clearing Asia Pte. Ltd. is presently being liquidated.
Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A. are central securities depositories
(CSDs) within the meaning of Article 2 Paragraph 1 Number 1 of the Regulation (EU) No. 909/2014
(Central Securities Depositories Regulation, CSDR). While the review of the submitted applications for
authorisation by the respective supervisory authorities is ongoing, the companies operate under existing
transitional provisions. Upon authorisation as CSD pursuant to Article 16 of the CSDR, the affected
central securities depository will be subject to the capital requirements set forth in Article 47 of the
CSDR. In addition and parallel to such capital requirements, going forward, Clearstream Banking AG and
Clearstream Banking S.A. will also be subject to a capital surcharge for credit institutions applicable for
the provision of intra-day credit pursuant to Article 54 Paragraph 3 Letter d of the CSDR.
Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US
Commodity Futures Trading Commission (CFTC). Given its DCO status, Nodal Clear, LLC is obliged to
maintain sufficient financial resources to cover all current costs for a minimum period of twelve months;
moreover, Nodal Clear, LLC must provide sufficient highly liquid assets to cover all current costs for
at least six months.
294
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
REGIS-TR S.A., as trade repository according to EMIR, is subject to supervision exercised by the
European Securities and Markets Authority (ESMA) pursuant to Article 21 (b) of Delegated Regulation
(EU) No 150/2013.
Powernext SAS is a regulated market in France, and is hence subject to supervision exercised by the
Autorité des marchés financiers (AMF); furthermore, Powernext SAS is obliged to fulfil the regulatory
capital requirements set forth in the “Arrêté du 2 juillet 2007 relatif au capital minimum, aux fonds
propres et au contrôle interne des entreprises de marché".
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties under the provisions of Regulation (EU) No 648/2012 (European Market Infrastructure
Regulation, EMIR) in 2014, these companies have been subject to the capital requirements under
Article 16 of EMIR. These requirements apply to Eurex Clearing AG in parallel to the solvency
supervision requirements applicable to credit institutions. In each concrete case, the more stringent
requirement has to be met. Irrespective of its status as a specialist credit institution according to
German law, European Commodity Clearing AG is only subject to EMIR capital requirements.
for equity and eligible liabilities (MREL) as a result of Directive (EU) No 59/2014
97.4
Eurex Clearing AG's own funds requirements increased compared with the previous year. Given the
increase in revenue, own funds requirements for operational risk rose according to our model; own funds
requirements for credit and market risk also increased markedly.
Clearstream Banking S.A.
312.5
306.2
93.5
49.9
406.0
356.1
Clearstream Banking AG
- 10.2
113.8
5.9
487.8
3.6
117.4
Eurex Clearing AG
75.2
70.9
26.1
3.9
101.3
74.8
European Commodity
Clearing AG
19.4
103.2
556.6
67.7
146.9
The own funds requirements calculated with Eurex Clearing AG's internal risk model are higher than the
own funds requirements derived from the basic indicator approach, which follows regulatory stipulations
and is based on the balance sheet. Hence, Eurex Clearing AG always applies additional capital buffers
for such risks, surpassing regulatory minimum requirements. Against this background, banking
supervisors requested in 2011 that Eurex Clearing AG increase the basis for the calculation of
regulatory own funds requirements by considering an appropriate share of clearing-related fees received
for the account of operating entities. The own funds requirements for operational risk are calculated once
a year based on a three-year average of historical income, including the assumed clearing fees, and are
therefore not subject to daily fluctuations. Compliance with the minimum regulatory ratio is maintained
at all times due to the sufficient capital buffer for uncollateralised cash investments.
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRD IV capital
buffer requirements. For this reason, Eurex Clearing AG does not currently expect the CRD IV capital buffers
to have any material impact on its capital requirements. Independently of this, the capital resources of
Eurex Clearing AG are reviewed on an ongoing basis and monitored as part of medium-term capital
planning. Eurex Clearing AG received contributions to its capital reserve in an amount of €100.0 million
in 2017 and a further €50.0 million in 2018 from parent company Eurex Frankfurt AG. Further
contributions are scheduled for the coming years, in order to continuously strengthen Eurex Clearing AG's
capital base.
297
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Composition of own funds requirements
Clearstream Holding group
Own funds requirements for
operational risk
Own funds requirements for credit
and market risk
Total capital requirements
31 Dec 2018
€m
31 Dec 2017
€m
31 Dec 2018
€m
31 Dec 2017
€m
31 Dec 2018
31 Dec 2017
€m
€m
409.9
420.1
■ The implementation of the so-called CRR II package and other amendments under Basel III
(presumably applicable not before the third quarter of 2019)
-0.2
- 8.4
19.6
0
0
- 0.1
0.3
2.8
0
0
- 189.4
10.5
0
- 153.2
0
0
- 10.5
0
0
- 7.3
0
0
- 23.9
- 0.3
- 24.2
0
0
- 18.5
0
- 0.1
0
Notes | Consolidated balance sheet disclosures
Further information
Available-for-sale debt
instruments
Cash flow hedges
Defined benefit
obligations
Other
Total
€m
€m
€m
€m
103.5
€m
- 3.5
- 183.8
0
36.9
0
0
30.6
0
30.6
1.2
0.7
9.1
0
- 7.2
0
0
0
6.9
0.1
7.1
0
0
0
-0.3
0
0
2.1
48.9
47.0
6.6
7.8
0
- 2.5
- 133.5
0
41.5
0
- 111.3
0
0
0
0
0
0
- 177.1
-0.3
- 57.2
- 2.5
1.0
50.3
0
4.6
0
0
0
0
77.4
-0.2
- 1.0
8.1
0
- 43.9
- 2.7
0
41.9
0
38.1
2.7
- 128.3
3.7
40.6
23.1
Eurex Bonds GmbH¹)
Eurex Repo GmbH
360 Treasury Systems AG
1) Eurex Bonds GmbH ceased its business operations as at 31 December 2017.
0.9
31 Dec 2017
€m
10.4
31 Dec 2018
%
31 Dec 2017
%
3.3
3.8
€m
18.0
545.5
1,200.0
184.2
8.4
8.4
28.8
28.5
342.9
339.3
According to Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to maintain equity in
the amount of at least 50 per cent of annual operating costs.
299
7.0
€m
€m
31 Dec 2018
31 Dec 2018
€m
31 Dec 2017
€m
0.2
0.7
0.9
0.5
0.3
2.8
3.5
3.3
3.8
7.4
4.6
1.0
3.8
8.4
8.4
1) Eurex Bonds GmbH ceased its business operations as at 31 December 2017.
Compliance with own funds requirements
Own funds requirements
Regulatory equity
Equity ratio
31 Dec 2018
31 Dec 2017
Deutsche Börse Group | Annual report 2018
€m
Executive and Supervisory Boards
Financial statements
33.5
5.9
3.6
26.4
26.0
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period and in the period up to the preparation of the consolidated financial statements.
16. 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 2018 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial
Code), report net profit for the period of €532.2 million (2017: €615.7 million) and shareholders' equity
of €2,526.5 million (2017: €2,800.9 million). In 2018, Deutsche Börse AG distributed
€453.3 million (€2.45 per eligible share) from the unappropriated surplus of the previous year.
Net profit for the period 2018 is lower than last year.
Proposal on the appropriation of the unappropriated surplus
31 Dec 2018
33.5
€m
Net profit for the period
-17.2
515.0
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 €2.70 per share for 183,347,045 no-par value shares
carrying dividend rights
495.0
Appropriation to retained earnings
20.0
300
532.2
9.7
9.3
1.2
Notes | Consolidated balance sheet disclosures
Further information
According to the MAS, Cleartrade Exchange Pte. Limited is required to maintain own funds at the rate of
either 18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending
on which is higher. Powernext SAS is obliged to maintain own funds in the amount of operating costs for
the next six months. Regarding the anticipated upswing in the business development of Powernext SAS
and Cleartrade Exchange Pte. Limited, own funds requirements for both entities are expected to increase
slightly going forward. While the capital base of Powernext SAS is considered appropriate for the
anticipated upswing, Cleartrade Exchange Pte. Limited's capital base will be adjusted, if required.
Compliance with own funds requirements
Own funds requirements
Regulatory equity
31 Dec 2018
31 Dec 2017
31 Dec 2018
31 Dec 2017
€m
€m
€m
€m
REGIS-TR S.A.
5.2
3.9
9.9
6.4
Cleartrade Exchange Pte. Limited
Powernext SAS
Nodal Clear, LLC
0.9
0.7
1.6
Management report
1.6
31 Dec 2017
€m
117.4
369.3
308.9
28.6
21.0
74.8
514.8
464.8
Financial statements
49.7
Eurex Clearing AG
103.2
101.3
The capital requirements under Article 16 of EMIR do not stipulate a specific ratio. Instead, the total
amount of share capital, retained earnings and reserves, less certain items (including the central
counterparty's own contribution to the default fund), is compared with the capital requirements. This
total has to be at least equal to these requirements. In other words, EMIR requires a capital cover of at
least 100 per cent. A reporting requirement to the competent authority - in this case BaFin is triggered
when this ratio falls below 110 per cent. €50.0 million of the €100.0 million contribution made to the
capital reserve of Eurex Clearing AG was added to Eurex Clearing AG's own contribution to the default
fund in 2017. In 2018, €50.0 million were added to the capital reserve of Eurex Clearing AG. Eurex
Clearing AG's own contribution to the default fund remained unchanged.
―
The capital resources of European Commodity Clearing AG are currently well above the regulatory
requirements. As at the reporting date, total equity as disclosed in the statement of financial position
was not fully available to cover the risks according to Article 16 of EMIR, given that parts of this
equity do not fulfil the required liquidity standards. Similar to the other companies, the capital base
is consistently monitored. Given the increase in the regulatory minimum requirements for contributions
to the default fund, European Commodity Clearing AG's default fund contribution was increased. As at
31 December 2018, European Commodity Clearing AG's total default fund contribution amounted to
€11.5 million, and thus exceeded regulatory minimum requirements. A further increase in the
contribution is planned for 2019. Depending on future business performance, and in particular on
298
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
changes in the regulatory framework, the capital resources will be adjusted as needed; this is expected for
the first half of 2019.
1) Regulatory capital ratios according to Regulation (EU) No. 575/2013 (CRR)
Clearstream Banking AG
23.8
21.9
9.7
Regulatory capital ratios¹)
Clearstream Holding group
Own funds requirements
Regulatory equity
Total capital ratio
31 Dec 2018
€m
31 Dec 2017
€m
31 Dec 2018
€m
31 Dec 2017
€m
31 Dec 2018
%
31 Dec 2017
%
556.6
487.7
1,525.5
1,289.7
21.9
21.2
Clearstream Banking S.A.
406.0
356.1
1,112.0
1,061.3
Capital adequacy requirements under EMIR
31 Dec 2018
€m
Eurex Clearing AG
31 Dec 2018
31 Dec 2017
0
-7.4
-8.3
-150.0
-150.0
-11.5
- 10.0
364.8
314.8
90.0
70.6
0
In connection with the merger of Eurex Repo GmbH into Eurex Bonds GmbH and the subsequent
name change of the latter to Eurex Repo GmbH as at 15 August 2018, the capital resources of Eurex
Repo GmbH increased significantly and now markedly exceed regulatory requirements. Therefore,
further contributions to capital are not expected to be required in the medium term.
Eurex Bonds GmbH¹)
Eurex Repo GmbH
360 Treasury Systems AG
Own funds requirements for credit
and market risk
Own funds requirements on the
basis of fixed overheads
Own funds requirements
to be met
7г
7г
31 Dec 2018
31 Dec 2017
€m
Composition of own funds/capital requirements
88.9
108.9
464.8
31 Dec 2018
31 Dec 2017
€m
€m
€m
€m
Own funds requirement for operational, credit and market risk
Other EMIR capital requirements
101.3
74.8
23.2
9.7
77.9
78.7
42.0
27.2
Total EMIR capital requirements under Article 16 of EMIR
179.2
153.5
65.2
36.9
Equity
EMIR deductions
Own contribution to default fund
EMIR capital adequacy ratio
514.8
European Commodity Clearing AG
Management report
Deutsche Börse Group | Annual report 2018
Deutsche Börse Group | Annual report 2018
There were no further subscription rights to shares as at 31 December 2018 or 31 December 2017.
291
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Further information
Revaluation surplus
The development of the revaluation surplus is as follows:
Revaluation surplus
Recognition of
hidden reserves from
fair value measurement
Available-for-sale
investments
€m
€m
Equity investments
measured at FVOCI¹)
€m
103.7
0
0
Reclassifications
0
101.6
0
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15ff. of the Aktiengesetz (AktG, German Stock
Corporation Act). Accordingly, the share capital was contingently increased by up to €19,300,000
(contingent capital 2014). To date, the authorisation to issue convertible bonds and/or bonds with
warrants has not been exercised.
0
0
Fair value measurement
Changes from defined benefit and
similar obligations
Balance as at 1 Jan 2017 (gross)
0
111.4
0
The Executive Board is authorised, subject to the approval of the Supervisory Board, to exclude
shareholders' pre-emptive rights to bonds with conversion or option rights to shares of Deutsche Börse
AG in the following cases: (i) to avoid fractional amounts, (ii) when the issue price of a bond is not
materially below the theoretical fair value determined in accordance with recognised financial techniques
and the total number of shares attributable to these bonds does not exceed 10 per cent of the share
capital, (iii) to grant the holders of conversion or option rights to shares of Deutsche Börse AG
subscription rights to offset any dilutive effects to the same extent as they would be entitled to receive
after exercising these rights.
In accordance with the resolution by the Annual General Meeting on 15 May 2014, the Executive Board
was authorised, subject to the approval of the Supervisory Board, to issue on one or more occasions in
the period up to 14 May 2019 convertible bonds and/or bonds with warrants or a combination of such
instruments in a total nominal amount of up to €2,500,000,000 with or without maturity restrictions.
The Executive Board was also authorised to grant the holders or creditors of these bonds conversion or
option rights to new no-par value registered shares of Deutsche Börse AG with a proportionate interest in
the share capital totalling up to €19,300,000, as specified in more detail in the terms and conditions of
the convertible bonds or in the terms and conditions of the warrants attaching to the bonds with warrants.
Contingent capital
13,300,000
capital 11)
Authorised share
Date of
authorisation
by the
shareholders
Amount in €
Existing shareholders' pre-emptive rights may be disapplied for
Expiry date fractioning and/or may be disapplied if the share issue is:
11 May 2016
Composition of authorised share capital
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Further information
0
10 May 2021 n.a.
19,300,000
1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding share-
holders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
16 May 2022 n.a
17 May 2017
6,000,000
capital IV¹)
Authorised share
Authorised share
capital II¹)
12 May 2020 n.a.
38,600,000
Authorised share
capital III¹)
▪ against non-cash contributions for the purpose of acquiring
companies, parts of companies, 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.
12 May 2020
13 May 2015
13 May 2015
Reversal to profit or loss
Notes | Consolidated balance sheet disclosures
-192.5
-1.1
0
First-time adoption of IFRS 9 at 1 Jan 2018
0
1.1
-1.7
Additions
0
0
0.1
Reversals
0
-0.3
Balance as at 31 Dec 2018
0
0
-1.9
0
292
1) FFVOCI = fair value through other comprehensive income
14.6
0
103.7
0
Balance as at 31 Dec 2018 (net)
19.4
103.7
Balance as at 31 Dec 2017 (net)
0
67.2
103.7
0
Balance as at 31 Dec 2017
Balance as at 1 Jan 2017 (net)
-34.3
Fair value measurement
0
0
0
Changes from defined benefit obligations
23.7
0
Balance as at 31 Dec 2017 (gross)
First-time adoption of IFRS 9 at 1 Jan 2018
0
20.5
103.7
0
0
0
0
-20.5
Balance as at 31 Dec 2018 (gross)
Reversals
-7.2
0
77.4
Additions
0
-44.2
0
Balance as at 1 Jan 2017
Deferred taxes
16.5
0
103.7
0
0
13.2
4.1
32.2
8.7
69.1
14.9
19.0
49.1
100.0
23.1
372.1
100.0
363.4
As at 31 December 2018, plan assets did not include any financial instruments held by Deutsche
Börse Group (2017: nil), nor did they include any property occupied or other assets used by Group
companies.
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 risks.
Market risk
84.0
4.5
2.8
Total plan assets
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. If volatility is low, the actual return is further expected
to exceed the return on corporate bonds with a good rating in the medium to long term.
0.7
1.7
0.5
-0.3
-0.3
2.0
20.7
16.9
5.6
5.4
323.0
86.8
279.4
76.9
Qualifying insurance policies
Cash
Total unlisted
19.5
The level of the net liability is influenced by the discount rates in particular, whereby the current low
interest rates contribute to a relatively high net liability. A continued decline in returns on corporate
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 assets included in plan assets.
112.4
Deutsche Börse Group | Annual report 2018
14.5
15.1
Between 2 and 5 years
More than 5 years up to 10 years
Total
42.8
40.7
2.5
17.7
99.8
23.5
18.7
96.8
165.6
120.3
184.3
1.4
3.9
310
19.6
Between 1 and 2 years
Less than 1 year
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Deutsche Börse Group considers the share price risk resulting from derivative positions in equity index
futures in the plan assets to be appropriate. The company bases its assessment on the expectation that
the overall volume of payments 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.
Inflation risk
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries,
i.e. a significant increase in salaries would lead to an increase in the benefit obligation from these 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 plan at AXA Stiftung Berufliche Vorsorge includes the provision that the board
of this foundation decides annually whether the retirement pensions will be adjusted to reflect 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.
Duration and expected maturities of the pension obligations
The weighted duration of the pension obligations was 16.1 years (2017: 16.6 years) as at
31 December 2018.
Expected maturities of undiscounted pension payments
Expected
pension
payments¹)
31 Dec 2018
Expected
pension
payments¹)
31 Dec 2017
€m
€m
307
Total listed
Deutsche Börse Group | Annual report 2018
Interest rate futures
513.6
1.2
Reduction by 0.25 percentage points
531.7
-0.8
502.1
-1.1
Reduction by 0.5 percentage points
1.2
525.6
496.2
-2.2
Life expectancy
Increase by one year
537.6
0.3
521.1
2.7
-2.0
Reduction by one year
542.9
2.4
602.3
18.7
Salary growth
Increase by 0.5 percentage points
549.9
2.6
520.2
2.5
Increase by 0.25 percentage points
Reduction by 0.5 percentage points
-1.3
497.3
-2.0
Pension growth
Increase by 0.5 percentage points
549.3
2.4
520.0
529.1
Investment funds
536.0
494.0
€m
%
Bonds
Government bonds
Multilateral development banks
Corporate bonds
299.8
80.5
%
258.2
217.3
197.3
0
0
82.5
60.9
Derivatives
Equity index futures
71.0
0
€m
31 Dec 2018
-2.7
1) Present value of the obligations using assumptions in accordance with the "Actuarial assumptions" table
Composition of plan assets
Germany
In Germany, plan assets are held by a trustee in safekeeping for individual companies of Deutsche Börse
Group and the beneficiaries. At the company's instruction, the trustee uses the funds transferred to
acquire securities, without any consulting by the trustee. The contributions are invested in accordance
with an investment policy, which may be amended by the companies represented in the investment
committee. 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,
a value preservation mechanism is applied; 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 75 per cent derived from the return on five-year German federal government bonds and 25 per cent
from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may only
invest in fixed-income and variable-rate securities, as well as listed investment fund units; it may hold
cash, including in the form of money market funds.
31 Dec 2017
306
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Switzerland
The assets of the pension funds of the affected companies have been invested with AXA Stiftung
Berufliche Vorsorge and are therefore reported under "qualifying insurance policies".
Composition of plan assets
6.2
6.2
Notes | Consolidated balance sheet disclosures
7.1
0
0.1
0
11.2
36.6
16.2
114.8
111.9
0
-0.3
0
-11.8
-4.3
-2.0
-6.4
-3.3
-75.3
-17.0
-1.2
0
0
0
Balance as at 31 Dec 2018
Interest
Currency translation
Additions
Reversal
Utilisation
Reclassification²)
Balance as at 1 Jan 2018
0.6
Changes in other provisions (part 2)
12.6
70.1
79.6
119.4
148.5
0
0
0
1) Relates primarily to reclassifications to the employee-funded deferred compensation plan (see note 17) as well as to reclassifications from liabilities
-1.0
0.3
-9.2
Reversal
Utilisation
Reclassification¹)
Balance as at 1 Jan 2018
Changes in other provisions (part 1)
18. Changes in other provisions
In 2019, Deutsche Börse Group expects to make contributions to multi-employer plans amounting to
around €10.2 million.
During the reporting period, the costs associated with defined contribution plans, and designated multi-
employer plans, amounted to €39.6 million (2017: €36.7 million).
Additions
Defined contribution pension plans and multi-employer plans
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
308
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December.
The expected costs of defined benefit plans amount to approximately €16.5 million for the 2019
financial year, including net interest expense.
Currency translation
Interest
Balance as at 31 Dec 2018
0
3.7
42.1
66.4
100.8
57.3
€m
€m
€m
€m
€m
litigation risks
payments
Recourse and
Share-based
Interest on
taxes
Bonuses
and
efficiency
measures
Restructuring
Pension
obligations
to IHK¹)
Other
Total
€m
Composition of other non-current provisions
Other non-current provisions have more than one year to maturity.
19. Other non-current provisions
For details on share-based payments, see note 28.
The "miscellaneous" item includes, inter alia, provisions for anticipated losses of €10.7 million (2017:
€7.3 million) and provisions for rent and service costs of €2.0 million (2017: €1.3 million).
The "other personnel provisions" item as at 31 December 2018 includes, inter alia, personnel-related
provisions of €5.9 million (2017: €5.8 million) for work anniversaries, and of €9.0 million (2017:
€8.5 million) for other personnel costs.
Provisions for restructuring and efficiency measures include provisions for contractually agreed early
retirement benefits and severance payments (€88.1 million) as well as expenses directly related
to restructuring measures (€1.4 million). Furthermore, this item includes provisions amounting to
€59.0 million for the implementation of the restructuring plan. A total of €108.3 million of the additions
to the provisions relate to the programme resolved in 2018 to reduce structural costs (Structural
Performance Improvement Programme, SPIP).
Further information
Restructuring and efficiency measures
18.3
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
309
2) Relates primarily to reclassifications to the employee-funded deferred compensation plan (see note 17) as well as to reclassifications from liabilities
1) IHK Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
477.5
20.9
Financial statements
Share-based payments
Anticipated losses
Pension obligations to IHK¹
9.2
8.3
5.0
9.8
36.1
64.5
52.4
84.5
€m
€m
31 Dec 2017
31 Dec 2018
1) IHK Industrie- und Handelskammer Frankfurt am Main (the Frankfurt/Main Chamber of Industry and Commerce)
thereof with remaining maturity of more than 5 years
thereof with remaining maturity of between 1 and 5 years
Total
Miscellaneous
Other non-current personnel provisions
Bonuses
15.2
10.0
2.9
0.8
0
- 6.7
0.1
3.1
0
0
311.9
12.5
-0.5
14.8
9.2
part 2)
€m
€m
€m
Miscellaneous
(part 1 and
personnel
provisions
Operational
claims
€m
5.1
- 8.0
-0.3
- 112.8
0
0
0
0.2
0.1
0
0
0
0
310.0
9.6
8.7
1.0
0
- 25.8
- 1.0
- 3.4
- 2.7
- 1.1
8.3
634.2
Executive and Supervisory Boards
8.8
1.4
-0.8
0.1
-0.5
0.6
0
13.2
-13.2
0.6
0
0.8
-23.4
-23.4
Past service cost and gains and losses on settlements
Interest expense/(income)
Current service cost
Balance as at 31 Dec 2017
Tax and administration costs
-0.8
Settlements
507.6
144.2
Losses from changes in financial assumptions
-0.5
-0.5
Return from changes in demographic assumptions
22.9
22.9
Losses on plan assets, excluding amounts already recognised in interest income
Remeasurements
-363.4
32.5
39.0
2.7
2.7
2.4
-6.5
8.9
27.4
27.4
-6.5
Benefit payments
Plan participants
Employers
-5.5
35.2
2.8
-5.5
8.3
26.9
26.9
Interest expense/(income)
29.7
Current service cost
-324.7
492.6
Balance as at 1 Jan 2017
€m
€m
€m
Total
Fair value of
plan assets
167.9
Remeasurements
Return on plan assets, excluding amounts already recognised in interest income
-24.3
Contributions:
Effect of exchange rate differences
-0.1
1.3
-1.4
-30.6¹)
-24.4
-6.2
-0.2
-0.1
-0.1
Effect of exchange rate differences
-5.1
-5.1
Experience gains
-1.0
-1.0
Losses from changes in financial assumptions
-24.3
3.7
Present value
of obligations
3.7
-2.3
1.00
1.75
1.75
Salary growth
Discount rate
%
%
%
1.80
%
%
Switzerland
Luxembourg
Germany
Switzerland
Luxembourg
Germany
31 Dec 2017
%
31 Dec 2018
1.80
3.50
2.00¹)
2.00¹)
n.a.2)
2.00¹)
2.00¹)
Staff turnover rate
0
1.80
0.70
2.00
1.80
2.00
Pension growth
1.00
3.30
3.50
1.00
3.30
0
Actuarial assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and are shown in the
following table:
Assumptions
-37.3
Balance as at 31 Dec 2018
Tax and administration costs
Settlements
Benefit payments
Plan participants
Employers
Contributions:
-37.3
0.3
0.5
Effect of exchange rate differences
23.8¹)
22.9
0.9
0
Effect of exchange rate differences
-2.3
-0.2
0.6
-0.6
0
In financial year 2018, employees converted a total of €6.9 million (2017: €6.4 million) of their
variable remuneration into deferred compensation benefits.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
304
1) Thereof €-0.1 million (2017: nil) in the offsetting item for non-controlling interests
164.1
-372.1
536.2
0.6
1.4
-0.8
0
0
11.6
-11.6
Experience gains
Reduction by 1.0 percentage point
Changes in net defined benefit obligations
Further information
Total
Total
Net liability of defined benefit obligations
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.
Defined benefit pension plans
17. Provisions for pensions and other employee benefits
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly or
indirectly by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG,
the German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, with a
dividend of €2.70 per eligible share, an amended resolution for the appropriation of the unappropriated
surplus will be proposed to the Annual General Meeting.
183,347,045
Germany
-6,652,955
-3,000,000
193,000,000
Number
Number of treasury shares as at the reporting date
Number of shares outstanding as at 31 December 2018
Number of shares issued as at 31 December 2018
Shares retired in November 2018
Number of shares issued as at 31 December 2017
No-par value shares carrying dividend rights
190,000,000
Notes | Consolidated balance sheet disclosures
Further information
Luxembourg
Other
€m
1.6
25.2
133.0
Funded status
503.3
-363.4
531.9
-372.1
-16.9
-47.1
€m
-308.1
18.5
72.3
441.1
that are at least partially funded
Present value of defined benefit obligations
€m
31 Dec 2017
31 Dec 2018
€m
Fair value of plan assets
Financial statements
Management report
Executive and Supervisory Boards
Present value of the
obligation¹
536.2
507.6
Discount rate
Increase by 1.0 percentage point
460.2
-14.2
433.3
Change
%
-14.6
496.3
-7.4
468.6
-7.7
Reduction by 0.5 percentage points
582.7
8.7
552.4
Increase by 0.5 percentage points
obligation
€m
Change
%
obligation
€m
Deutsche Börse Group | Annual report 2018
n.a.2)
1) Up to the age of 50, afterwards O 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 "2018 G" mortality tables (generation tables) developed by Prof Klaus Heubeck are
used. 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 2015 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.
305
Deutsche Börse Group | Annual report 2018
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Sensitivity analysis of defined benefit obligation
Change in actuarial assumption
Effect on defined benefit
obligation
Effect on defined benefit
obligation
31 Dec 2018
defined benefit
31 Dec 2017
defined benefit
Present value of unfunded obligations
The present value of defined benefit obligations can be reconciled as follows with the provisions reported
in the consolidated balance sheet:
3.6
0.1
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for executives described in the second paragraph below, 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 individual 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 upon 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
5 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.
Executive boards of Group companies (Germany and Luxembourg)
Essentially, the retirement benefits encompass the following retirement benefit plans:
507.6
536.2
18.6
72.9
444.7
Germany
94.7
0
0.7
90.8
Pensioners or surviving dependants
141.2
149.8
0.3
1.6
91.5
147.9
There has been an employee-funded deferred compensation plan for employees of certain Deutsche
Börse Group companies 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 upon 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 arrangements in force before 1 July 1999 were given an option to participate in the deferred
compensation plan by converting their existing pension rights.
302
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
303
A separate pension plan (basic pension plan) and a supplementary benefits plan (bonus plan) exist for
employees in Switzerland; 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 deduction). For the bonus plan, which is also funded by contributions
from the employer and employees, the contributions are determined as a percentage of the bonus. The
retirement age is 65 for men and 64 for women. The beneficiaries can choose between pension
payments or a one-off payment.
Switzerland
In the period from 1 January 2004 to 30 June 2006, 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 executives who were employed in the above period
can continue to earn capital components.
For other employees, a group plan has been entered into with Swiss Life (Luxembourg) S.A., which covers
pensions as well as disability and death. The contributions are paid annually by the employer. Benefits
depend on the length of employment at the Group company and consist of quarterly payments starting
upon the employee reaching the age of 65. In the case of disability or death, differing provisions apply.
The contributions are determined annually on the basis of actuarial reports.
Luxembourg
As part of adjustments to the remuneration systems to bring them into line with supervisory require-
ments contracts were adjusted for some executives in prior years. For senior executives affected, whose
contracts only provided for the inclusion of income received and variable remuneration over and above
the upper limit of the contribution assessment (Beitragsbemessungsgrenze) of the statutory pension
insurance provisions as pensionable income to date, pensionable income was fixed on the basis of
annual income received in 2016. This income is adjusted on an annual basis, to reflect the increase in
the cost of living, based on the consumer price index for Germany published by the German Federal
Statistical Office. For executives affected, whose capital components were calculated on the basis of
income received, without observing the upper limit of the contribution assessment, an amount has been
determined that will be reviewed annually, and adjusted if necessary, by the Supervisory Board, taking
any changes in circumstances in terms of income and purchasing power into account.
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
The Clearstream subgroup, based in Luxembourg, operates separate defined benefit plans. The only
defined benefit pension plan still in operation to the benefit of Luxembourg employees of Clearstream
International S.A., Clearstream Banking S.A. and Clearstream Services S.A. is funded by means of cash
contributions 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 upon reaching the age
of 65. The benefit plan does not cover disability or death in service. Contributions to the ASSEP are
funded in full by the participating companies. The contributions are determined annually on the basis of
actuarial opinions, and the amount of the obligation is calculated in accordance with Luxembourg law.
Former employees with vested entitlements.
271.7
294.9
164.1
1.7
25.8
136.6
Amount recognised in the balance sheet
0
0
0
144.2
0
Impact of minimum funding requirement/
asset ceiling
139.9
4.3
144.2
164.1
1.7
25.8
136.6
Net liability of defined benefit obligations
159.8
4.3
0
The defined benefit plans comprise a total of 2,768 beneficiaries (2017: 2,744). The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
301
Deutsche Börse Group | Annual report 2018
18.3
70.6
206.0
Eligible current employees
€m
31 Dec 2017
31 Dec 2018
€m
Other
€m
€m
Luxembourg
Germany
€m
Total
Total
Allocation of the present value of the defined benefit obligation to the beneficiaries
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
0.6
€m
189.3
173.3
8) Meets the IFRS 9 criteria for a financial guarantee contract
€
€
0
for the period"
Average price
Average
number of
outstanding
options
to IAS 33
Exercise price
price according
Total
2014²)
Tranche
the exercise
Adjustment of
Calculation of the number of potentially dilutive ordinary shares
In order to determine diluted earnings per share, the 2014 Long-term Sustainable Instrument (LSI)
tranche, for which cash settlement has not been resolved, is assumed to be settled with equity
instruments regardless of actual accounting in accordance with IFRS 2. The following potentially
dilutive rights to purchase shares were outstanding as at 31 December 2018:
In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be
acquired under the share-based payment programmes (see also note 28) were added to the average
number of shares. In order to calculate the number of potentially dilutive ordinary shares, the exercise
prices were adjusted for the fair value of the services still to be provided.
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (net income) by the weighted average number of shares outstanding.
23. Earnings per share
Further information
Notes | Other disclosures
Financial statements
Executive and Supervisory Boards
Management report
31 Dec 2018
€
0
7,605
7,605
Number of potentially dilutive ordinary shares
186,835,673
184,887,281
Weighted average number of shares outstanding
186,610,158
183,347,045
Number of shares outstanding as at end of period
186,805,015
186,610,158
Deutsche Börse Group | Annual report 2018
2017
Number of shares outstanding as at beginning of period
Calculation of earnings per share (basic and diluted)
As the volume-weighted average share price calculated on a daily basis was higher than the adjusted
exercise price for the 2014 tranche, these stock options are considered to be dilutive under IAS 33 as at
31 December 2018.
1) Volume-weighted average price of Deutsche Börse AG shares on Xetra calculated on a daily basis for the period 1 January to 31 December 2018
2) This relates to share subscription rights within the scope of the Long-term Sustainability Instrument (LSI) for senior executives. The quantity of subscription
rights under the 2014 LSI tranche may still change from the quantity reported as at the reporting date, since subscription rights will only be granted in future
financial years.
7,605
7,605
31 Dec 2018
ordinary shares
Number of
potentially
dilutive
111.50
2018
314
580.2
1,839.0
31 Dec 2018
Reconciliation of cash and cash equivalents
Reconciliation of cash and cash equivalents
In the 2018 financial year, a bond issued by Deutsche Börse AG and amounting to €600.0 million
matured. Deutsche Börse AG has issued a ten-year Eurobond in the same amount.
In addition, cash flows from financing activities included the acquisition of treasury shares as part of
the share repurchase programme (€364.2 million; 2017: 28.2 million) as well as payments to non-
controlling shareholders (€-14.9 million; 2017: €39.3 million).
Deutsche Börse AG paid dividends totalling €453.3 million for the 2017 financial year (dividend for
the 2016 financial year: €439.0 million).
Cash outflows from financing activities totalled €832.9 million (2017: €501.0 million).
Cash flows from financing activities
Non-current debt instruments and equity instruments totalling €259.5 million (2017: €859.1 million)
matured or were sold in the 2018 financial year. The disposal of shares in BATS Global Markets, Inc.,
as well as of an additional equity investment, resulted in cash inflows amounting to a total of €274.7
million in the 2017 financial year.
Investments in long-term financial instruments totalling €38.7 million (2017: €312.4 million) included
€22.2 million (2017: €292.9 million) for the purchase of floating-rate notes in the banking business. In
addition, equity investments were acquired in a total amount of €13.4 million (2017: €14.5 million).
€m
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
313
1) Prior-year figures were restated due to changes in the segment structure. For details, see note 24.
Total investments according to segment reporting
149.2
160.0
69.5
Notes | Other disclosures
31 Dec 2017
(restated)
€m
Restricted bank balances
Other cash and bank balances
Cash and cash equivalents
-29,215.3
-29,559.2
Current liabilities from cash deposits by market participants
-29.0
0
Derivatives
733.5
1,999.0
less financial instruments with an original maturity exceeding 3 months
-13,976.2
-19,024.7
Current financial liabilities measured at amortised cost
-1,507.1
-2,666.6
less financial instruments with an original maturity exceeding 3 months
13,172.6
19,722.6
712.1
1,297.6
29,392.0
29,833.6
1,322.3
212.0
Net position of financial instruments held by central counterparties
Current financial instruments measured at amortised cost
Weighted average number of shares used to compute diluted earnings per share
Net profit for the period attributable to Deutsche Börse AG shareholders (€m)
184,894,886
17,366
186,853,039
824.3
Eurex (financial derivatives)
€m
2017
2018
€m
€m
€m
€m
2017
2018
(restated)
936.1
2018
€m
EBITDA
Operating costs
Net revenue
Segment reporting (part 1)
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
2017
796.5
-376.3
-326.4
115.5
-108.4
-118.8
218.3
228.7
Xetra (cash equities)
20.0
28.9
-46.5
320
-49.9
66.5
78.8
360T (foreign exchange)
88.2
107.2
-124.0
-149.2
212.2
256.6
EEX (commodities)
663.0
559.4
316
Trading participant connectivity
•
■ Technology and reporting solutions for external customers
This structure serves as a basis for the Group's internal management and financial reporting (see the table
entitled "Internal organisational and reporting structure" for details). This more detailed segment reporting
further enhances transparency, highlighting growth areas. Recognising the growing importance of some
business lines, these have been shown as independent reporting segments as of the 2018 financial year.
Hence, the Group also reports these business lines' cost base and EBITDA on the segment level.
■ The Group continues to report on business developments in the cash market within the Xetra
(cash equities) segment.
■ The former Market Data + Services (MD+S) segment was separated into STOXX (index business) and
Data. Revenues from the Infrastructure Services division, the third pillar of the former MD+S segment,
have been allocated to the Eurex and Xetra segments.
IFS (investment fund services) and GSF (collateral management).
■ The former Clearstream segment was divided into three segments: Clearstream (post-trading),
■ The former Eurex segment was divided into three segments: Eurex (financial derivatives),
EEX (commodities) and 360T (foreign exchange).
Segment reporting is governed by the internal organisational and reporting structure. Since 1 January
2018, Deutsche Börse Group has divided its business activities into nine segments:
24. Segment reporting
As in the previous year, there were no subscription rights in 2018 that were excluded from the
calculation of the weighted average of potentially dilutive shares for having a dilutive effect during
the reporting year ending on the reporting date.
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
315
4.68
4.46
4.68
4.46
Earnings per share (diluted) (€)
Earnings per share (basic) (€)
874.3
Internal organisational and reporting structure
Segment
80.1
Eurex (financial derivatives)
360T (foreign exchange)
■ Distribution of licences for trading and market signals
Development and sales of indices (STOXX and DAX)
■ Global securities financing services and collateral management, repos and
securities lending
■ Investment funds and hedge funds services (order routing, settlement and
custody)
O Custody and settlement services for domestic and international securities
"
STOXX (index business)
Data
GSF (collateral management)
IFS (investment fund services)
Clearstream (post-trading)
■ Admission of securities (listing)
■ Central counterparty for equities and bonds
■ Cash market with the Xetra, Börse Frankfurt and Tradegate trading venues
■ Central counterparty for on-and off-exchange traded derivatives
■ Electronic trading of foreign exchange (360T)
■ Central counterparty for traded spot and derivatives products
■ Electronic trading of power and gas products as well as emissions certificates
(EEX group)
■ Central counterparty for on- and off-exchange derivatives and repo
transactions
Electronic clearing architecture C7
■ Eurex Repo over-the-counter (OTC) trading platform
■ Electronic trading of European derivatives (Eurex Exchange)
Business areas
Xetra (cash equities)
EEX (commodities)
12.9
6.1
1.6
364.4
543.9
€m
€m
31 Dec 2017
31 Dec 2018
Total
Miscellaneous
Liabilities to supervisory bodies
Special payments and bonuses
36.4
Contract liabilities
Social security liabilities
Vacation entitlements, flexitime and overtime credits
Tax liabilities (excluding income taxes)
Liabilities from CCP positions
Composition of other current liabilities
Current liabilities are composed as follows:
The adjustment effects resulting from the change in the accounting method as at 1 January 2018
amount to €10.7 million for contract liabilities (long-term); for details, please see → note 3.
5.9
15.4
5.9
Deferred income
37.7
24.5
21.7
22. Consolidated cash flow statement disclosures
Other disclosures
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
311
455.0
628.8
11.7
5.9
2.6
2.7
2.8
2.8
5.9
5.4
0.6
0.4
7.6
6.8
5.4
Cash flows from operating activities
0
€m
112.3
€m
€m
31 Dec 2017
31 Dec 2018
Total
Miscellaneous
Operational claims
Share-based payments
Other current personnel provisions
90.8
Recourse and litigation risks
Interest on taxes¹)
Bonuses
Composition of other current provisions
20. Other current provisions
Further information
Notes | Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Restructuring and efficiency measures
79.6
66.4
64.0
€m
31 Dec 2017
31 Dec 2018
Total
Contract liabilities (short-term)
Contract liabilities (long-term)
Contract liabilities
Deutsche Börse Group reports the following contract liabilities resulting from contracts with customers:
21. Other liabilities
1) Provisions for interest on taxes amounting to €10.8 million (2017: nil) have an estimated remaining maturity of more than one year.
191.6
293.2
6.2
7.2
5.1
2.9
6.0
5.6
8.5
9.0
3.7
12.6
4.9
10.0
After adjustments to net profit for the period for non-cash items, cash flows from operating activities
excluding CCP positions amounted to €1,176.5 million (2017: €1,107.2 million). After adjustment for
the change in CCP positions cash flow from operating activities amounted to €1,298.2 million (2017:
€1,056.2 million). For details on the adjustments see the "Financial position" section of the combined
management report.
Deutsche Börse Group discloses incoming dividend payments (€6.7 million; 2017: €8.6 million) and
income tax payments (€303.3 million; 2017: €308.8 million) within cash flows from operating
activities. Interest payments are generally included in cash flows from operating activities unless they
result from banking business. In the reporting period, interest paid amounting to €218.0 million (2017:
€213.9 million) and interest received amounting to €203.6 million (2017: €192.6 million) are
disclosed in cash flows from operating activities.
Other non-cash effects consist (consisted) of the following items:
3.8
0
0
2.6
1.0
0.5
4.4
41.0
35.8
3.9
10.5
2.7
3.0
3.4
8.8
17.8
20.4
€m
€m
2017
(restated)¹
2018
STOXX (index business)
Data
0
79.9
79.7
Replacement investments
3.4
Data
STOXX (index business)
2.7
2.6
5.3
11.8
19.2
22.0
2.8
6.1
3.3
1.3
GSF (collateral management)
IFS (investment fund services)
Xetra (cash equities)
Clearstream (post-trading)
360T (foreign exchange)
10.8
12.4
EEX (commodities)
10.9
14.4
Eurex (financial derivatives)
GSF (collateral management)
IFS (investment fund services)
Clearstream (post-trading)
Xetra (cash equities)
-8.0
0.8
Subsequent measurement of derivatives
0
0.9
Impairment of financial instruments
1.0
1.0
Equity method measurement
2.8
0.7
Reversal of the revaluation surplus for cash flow hedges
3.4
2.9
Reversal of discount and transaction costs from long-term financing
89.4
-30.5
Subsequent measurement of non-derivative financial instruments
€m
€m
2017
2018
Composition of other non-cash income
Changes in contract liabilities
115.1
-1.2
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
360T (foreign exchange)
EEX (commodities)
Eurex (financial derivatives)
Expansion investments
Payment to acquire intangible assets and property, plant and equipment
Investments in intangible assets and property, plant and equipment amounted to €160.0 million (2017:
€149.2 million). Among the 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.
The investments in intangible assets and property, plant and equipment are broken down by segment
as follows:
In addition, cash flows from investing activities reflected the acquisition of Swisscanto Funds Centre Ltd.,
London, United Kingdom, (renamed Clearstream Funds Centre Ltd.), as well as the acquisition of the
significant assets and liabilities of the GTX Electronic Communication business (GTX ECN) as part of a
business combination. As part of the acquisition of the shares in Swisscanto Funds Centre Ltd. effective
1 October 2018, outflows cash and cash equivalents amounting to €83.3 million (after deduction of
cash and cash equivalents acquired amounting to €9.4 million) were recorded. The acquisition of the
GTX ECN business on 29 June 2018 resulted in an outflow of cash and cash equivalents amounting
to €85.9 million.
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
312
Cash flows from investing activities amounted to €792.0 million (2017: €181.9 million). In the 2018
financial year, it reflected in particular cash inflows from banking business. Changes in receivables and
liabilities which relate to the banking business of the Clearstream subgroup and which have an original
maturity of more than three months are disclosed within cash flows from investing activities. Receivables
from banking business decreased by €655.1 million (2017: increase in receivables amounting to
€47.7 million) while the respective liabilities increased by €250.3 million (2017: nil).
Cash flows from investing activities
-96.4
-21.3
Total
6.0
4.1
-191.0
0
0
Clearstream (post-trading)
1,352.5
667.7
Group
-210.5
-159.9
1,233.2
1,368.6
160.0
149.2
5,964
5,640
1) Excluding goodwill
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales
revenue. Inter-segment services are charged on the basis of measured quantities or at fixed prices,
e.g. the provision of data by the Eurex (financial derivatives) segment to the Data segment.
317
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Non-cash valuation allowances and bad debt losses resulted from the following segments:
Breakdown of non-cash valuation allowances and bad debt losses
2018
243
275
23.3
9.9
-11.5
-4.8
22.7
38.1
3.6
5.3
242
230
STOXX (index business)
-5.7
2017
-4.9
75.0
3.4
1.6
197
172
Data
-21.8
-3.8
64.9
90.8
84.9
GSF (collateral management)
€m
Eurex (financial derivatives)
1.2
In the year under review, there was an extraordinary impairment loss of €0.6 million in strategic
investments (2017: €1.1 million, see ☑ note 8). An additional extraordinary impairment loss totalled
€36.7 million (2017: €1.3 million, see ☑ note 11 and ☑note 12). Of this amount, €7.2 million related
to the Clearstream segment (for Future Market Access and Malmo), €6.1 million to GSF (for One
Sec Lend, One CMS and LH Connect), €5.4 million to IFS (for IFS Arrow), €16.1 million to the Data
segment (for the Regulatory Reporting Hub), €1.3 million to the Eurex segment, €0.4 million to Xetra,
and €0.1 million related to STOXX (for a central IT application).
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 decisive 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 designated the following regional segments: the eurozone, the rest of Europe,
America and Asia-Pacific.
Sales revenue is allocated to the individual regions according to the customer's domicile, while
investments and non-current assets are allocated according to the company's domicile and employees
according to their location.
As described above, the analysis of sales is based on the direct customer's billing address. This means
e.g. that sales to an American investor trading a product with an Asian underlying via a European
clearing member are classified as European sales.
318
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Information on geographical regions
Non-financial
Sales revenue¹)
Investments²)
non-current assets³) 4)
Number of employees
2017
2018
€m
(restated)
€m
3.2
0
0.1
-0.1
0.2
0.1
EEX (commodities)
0
0
360T (foreign exchange)
Xetra (cash equities)
Clearstream (post-trading)
IFS (investment fund services)
GSF (collateral management)
STOXX (index business)
€m
Data
Total
0.3
1.4
0.5
-0.3
0.4
0
0
0.1
0
1.2
0.5
2018
€m
675
5.8
1,528.5
Segment reporting (part 2)
Employees
Depreciation
EBIT
Investments¹)
(as at 31 Dec)
୮
2018
2017
2018
2017
€m
€m
€m
€m
2018
€m
2017
2018
2017
€m
1,443.7
-1,131.6
-1,340.2
2,462.3
83.1
81.6
-48.4
-38.7
34.2
42.9
STOXX (index business)
144.5
127.7
-53.9
Eurex (financial derivatives)
-47.7
79.9
Data
170.3
154.2
-83.5
-59.6
86.7
94.6
Group
2,779.7
90.6
752
-48.4
511.0
104.2
106.0
8.8
6.7
488
497
Clearstream (post-trading)
-50.0
-36.4
325.2
336.7
57.8
60.2
1,767
1,741
IFS (investment fund services)
-19.5
-12.4
727.3
39.3
16.2
-9.1
-11.3
Xetra (cash equities)
231
609.7
34.8
28.8
1,265
1,223
EEX (commodities)
-26.5
-21.2
80.7
67.0
-53.3
21.2
725
628
360T (foreign exchange)
-15.8
-14.0
13.1
6.0
4.3
3.3
253
14.2
GSF (collateral management)
2017
2018
€m
(post-trading)
Group¹)
2,252.5
1,291.2
0
0
6,197.5
2,952.8
0
0
Clearstream
(post-trading)
13.4
1,610.0
1,817.5
0
Eurex (financial
derivatives)
13.4
9.4
9.5
Clearstream
о
0
388.3
13.4
Group¹)
6,516.2
410.0
6,975.9
4,843.5
610.0
5,465.2
6,616.73)4)
411.0
7,081.4
4,870.23)4)
611.3
5,493.3
Eurex (financial
derivatives)¹
24,395.5
Group
27,111.1
0
Clearstream
(post-trading)
5,974.7
5,471.6
C
0
Clearstream
(post-trading)
556.7
0
(post-trading)
13.4
5.05)
448.4
658.9
ASLplus securities lending"
Clearstream
(GSF)
42,558.3
45,224.8
52,121.9
53,474.5
42,693.7
43,142.1
52,603.0
53,261.9
Total
93,216.7
98,001.8
50,223.5
58,755.2
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
2) Thereof none pledged to central banks (2017: nil)
3) Thereof €162.7 million pledged to central banks (2017: nil)
4) Total of fair value of cash (2018: nil; 2017: nil) and securities collateral (2018: €6,616.7 million; 2017: €4,870.2 million) received under reverse
repurchase agreements
5) The amount includes collateral totalling €5.1 million (2017: €5.0 million).
6) 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.
7) Off-balance-sheet items
597.98)
413.28)
(GSF)
Clearstream
0
0
Group
13.9
14.6
15.1
0
0
41,016.0
39,062.1
5.15)
0
Loans for settling securities transactions
Technical overdraft facilities
Clearstream
(post-trading)
13.4
2,253.3
6)
6)
754.7
n.a.
n.a.
Automated Securities Fails Financing"
0
€m
Clearstream
53.72)
213.2
122.9
184
157
Asia-Pacific
145.6
145.4
0.1
0.9
2.9
4.7
201
196
Total of all regions
2,941.3
2,686.8
160.0
149.2
4,365.0
4,243.1
5,964
0.1
1.5
169.4
198.3
20175)
2018
2017
€m
Eurozone
1,477.4
154.7
144.6
3,636.2
3,630.4
5,640
4,425
Rest of Europe
1,120.0
1,019.5
3.7
3.6
512.7
485.1
1,154
1,063
America
4,224
11.8
Consolidation of internal
-47.4
Deutsche Börse Group is exposed to credit risk arising from the following items:
Credit risk of financial instruments (part 1)
Carrying amounts -
maximum risk exposure
Collateralised cash investments
Reverse repurchase agreements
Uncollateralised cash investments
Money market lendings - central banks
Money market lendings - other counterparties
Balances on nostro accounts and other bank
deposits
Securities
Fund assets
Collateral
Segment
Note 31 Dec 2018
€m
Amount at
Amount at 31 Dec 2017
(restated)
€m
Amount at
31 Dec 2018
€m
Amount at
31 Dec 2017
(restated)
€m
Eurex (financial
derivatives)¹)
49.7
11.7
Credit risk
Further information
Notes | Other disclosures
Financial statements
Group
2,893.9
-43.2
2,643.6
160.0
149.2
4,365.0
4,243.1
5,964
5,640
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2018: €887.5 million; 2017: €792.8 million) and Germany (2018:
€655.0 million; 2017: €641.8 million).
net revenue
2) Excluding goodwill
4) These include intangible assets, property, plant and equipment, and investments in associates and joint ventures.
5) Non-financial non-current assets of Nodal Exchange group are disclosed within the "America" region; prior-year figures have been restated.
25. 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). These include the nature and extent of risks
arising from financial instruments, as well as the objectives, 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 risk. Financial risks are quantified using the economic capital concept
(please refer to the risk report for detailed disclosures). Required economic capital is assessed on a
99.98 per cent confidence level for a one-year holding period. It is compared with the Group's liable
equity capital adjusted for intangible assets so as to test the Group's ability to absorb extreme and
unexpected losses. Required economic capital (REC) for financial risk is calculated at the end of each
month and amounted to €601.0 million as at 31 December 2018, whereby €517.0 million stem from
credit risk and €84.0 million stem from market risk. Besides the monitoring for the regulated entities,
financial risks are monitored on Group level and on the segment level. REC for financial risk in the Eurex
(financial derivatives) and Clearstream (post-trading) segments amounts to €166.0 million and
€285.0 million, which corresponds to 28 per cent and 47 per cent, respectively, of Deutsche Börse
Group's total REC for financial 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.
319
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
3) Including countries in which more than 10 per cent of non-current assets are held: Germany (2018: €3,439.2 million; 2017: €3,437.9 million) and Switzerland
(2018: €425.9 million; 2017: €467.7 million).
51.7
26.5
-108.3
-351.9
-294.6
375.2
373.1
IFS (investment fund services)
154.3
137.6
-85.7
46.0
136.9
1,662.7
7) Off-balance-sheet items
0
1,592.4
0
Derivatives held for trading
0
0
0
0
Fair value hedges
Total derivatives and hedges
0
0
-0.2
0
20.3
Cash received as deposits from market participants is mainly invested via short-term reverse repurchase
agreements and in the form of overnight deposits at central banks, limiting the risk of a negative impact
from a change in the interest rate environment. Negative interest rates resulting from reinvestments of
these cash deposits are passed on to the respective Clearstream (post-trading) customers after applying
an additional margin. For Eurex Clearing AG, interest rates on cash collateral are, in principle, calculated
based on a predefined benchmark rate per currency after deducting an additional spread per currency.
Group entities may furthermore invest their own capital and portions of customer cash balances in high-
quality liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which leads to a
comparably low interest rate risk for the Group.
The risk arising from interest-earning assets and interest-bearing liabilities is monitored on a daily basis
and limited by using a system which includes mismatch limits in combination with interest rate risk
limits and stop-loss limits. The interest rate risk limits determine the maximum acceptable loss caused
by a hypothetical adverse yield curve shift. The stop-loss limits define the fair value of a portfolio
triggering an ad hoc review and risk-reducing actions.
Interest rate swaps, as well as swaptions, are used to hedge interest rate risks. As of the reporting date,
there are no hedging relationships with regards to interest rate risk in place.
Foreign-exchange rate risk
330
-212.2
0
0
0
0
Financial guarantee contracts
0
0
0
0
0
Cash flow hedges
0
0
Fair value hedges
Cash flow hedges
0 -104,265.7
-26,256.3 -55,008.6 -13,015.4 -7,347.1 -2,638.3
0
104,053.7
7,347.1 2,638.3
26,256.3 54,796.6 13,015.4
Cash inflow-derivatives and hedges
less financial assets and derivatives
held by central counterparties
Derivatives and financial instruments
held by central counterparties
Financial liabilities and derivatives
held by central counterparties
51,062.3
0
0
0
0
0
0
0
Further information
0
0
0
-1,642.4
-1,592.6
Cash outflow - derivatives and hedges
Derivatives held for trading
0
0
0
-137.1
Notes | Other disclosures
326
Management report
recognised in profit or loss.
Decrease in the allowance
2.3
1.8
0.5
0
recognised in profit or loss
Increase in the allowance
4.0
3.2
0.5
0.3
as at 1 Jan 2018 (IFRS 9)
Opening loss allowance
- 1.2
-2.0
0.5
Stage 2
Stage 3
€m
€m
€m
0
Closing loss allowance
0
5.2
as at 31 Dec 2017 (IAS 39)
Amounts restated through
opening accumulated profit on
first-time adoption
0.3
5.2¹)
as at 31 Dec 2018 (IFRS 9)
1) Loss allowance according to incurred loss model (IAS 39)
-0.2
Deutsche Börse Group also applies additional methods in order to detect credit concentration risks.
In 2018, no significant adverse credit concentrations were assessed.
Market risk
Market risk arises from changes in interest rates, foreign-exchange rates and other market prices.
Deutsche Börse Group is generally only affected to a limited extent by market risk.
The required economic capital for market risk is calculated on a monthly basis. As at
31 December 2018, the required economic capital for market risk was €84.0 million (2017:
€87.0 million).
In the 2018 financial year, impairment losses amounting to €0.6 million (2017: €1.1 million) were
recognised in profit or loss for strategic investments that are not included in the VaR for market risk.
The required economic capital (value at risk, VaR, with a 99.98 per cent confidence level) for credit risk
is calculated for each business day and amounted to €517.0 million as at 31 December 2018 (2017:
€467.0 million).
Interest rate risk
Interest rate sensitive assets include the Group's money market and investment portfolios, while interest
rate sensitive liabilities mainly consist of short-term debt instruments. Interest rate risk from long-term
liabilities of Deutsche Börse AG is mitigated through the issuance of fixed-coupon bonds.
To refinance existing long-term indebtedness, in March 2018 Deutsche Börse AG successfully placed
a senior fixed-coupon bond in an aggregate principal amount of €600.0 million. For more details on the
outstanding bonds issued by Deutsche Börse Group, see the ☑“Net assets" section in the combined
management report.
1,335.5 1,150.0 -218.5
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Changes in market interest rates may affect Deutsche Börse Group's net profit for the period attributable
to Deutsche Börse AG shareholders. This risk arises whenever interest terms on financial assets and
liabilities are different.
Financial statements
Management of credit risk concentration, including collateral concentration and so-called large
exposures, is conducted in compliance with applicable regulatory requirements such as those arising
from, among others, Articles 387-410 of Regulation (EU) 575/2013 (Capital Requirements Regulation,
CRR), Article 47 Paragraph 8 of Regulation (EU) 648/2012 (European Market Infrastructure Regulation,
EMIR) and respectively applicable national requirements (see also ☑ note 15 for an explanation of
regulatory capital requirements). Requirements on concentration risks arising from Regulation (EU)
909/2014 (Central Securities Depository Regulation, CSDR) are currently being implemented as part of
Deutsche Börse Group's affiliated CSDs' authorisation under Article 16 CSDR.
Notes | Other disclosures
-0.1
-0.2
-0.5
0.1
0.9
4.8
Further information
5.8
Deutsche Börse Group's business model and the resulting business relationships 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.
325
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Credit risk concentrations
270.9
0
48,125.5
605.0
605.0
Eurex Clearing AG
settlement
settlement
€
1,170.0
1,170.0
CHF
200.0
200.0
Clearstream Banking S.A.
working capital¹)
€
750.0
750.0
settlement
The AA rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating agencies
Fitch and S&P in 2018. For further details on the rating of Deutsche Börse Group, see the ☑“Financial
position" section in the combined management report.
In 2018, S&P Global Ratings (S&P) confirmed Deutsche Börse AG's AA credit rating with a stable
outlook. At the end of 2018, Deutsche Börse AG was one of only two DAX-listed companies that had
been given an AA rating by S&P. Deutsche Börse AG's commercial paper programme was awarded
the best possible short-term rating of A-1+.
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 2018,
commercial paper with a nominal value of €402.1 million had been issued (2017: €274.7 million).
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term
financing, involving a total facility of €2.5 billion in various currencies. As at year-end, there was
no commercial paper outstanding (2017: nil).
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$3.0 billion as at
31 December 2018 (2017: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee
in favour of Clearstream Banking S.A. amounting to US$3.0 billion (2017: US$3.0 billion). Further-
more, Eurex Clearing AG holds a credit facility of US$1.6 billion (2017: US$1.6 billion) granted
by Euroclear Bank S.A./N.V. in order to maximise settlement efficiency.
For refinancing purposes, Eurex Clearing AG and the Clearstream subgroup can pledge eligible securities
with their respective central banks.
€
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
2) Thereof three committed repo lines for a total amount of US$1,250.0 million and three committed foreign-exchange swap lines for a total amount of €500.0
million and US$875.0 million in 2018 (2017: three committed repo lines for a total amount of US$750.0 million)
2,125.0²)
US$
settlement
0.0
500.02)
€
750.0²)
working capital¹
Deutsche Börse AG
m
-
Liquidity risk
Moreover, market risk arises from investments in bonds, funds, futures and contractual trust arrange-
ments (CTAS), as well as from the Clearstream Pension Fund in Luxembourg. Investments in CTAs are
protected by a pre-defined floor, which reduces the risk of extreme losses for Deutsche Börse Group. In
addition, there are equity price risks arising from strategic equity investments.
Other market risks
In addition, for Clearstream (post-trading), the policy stipulates that intraperiod open net foreign-exchange
positions are closed out when they exceed €15.0 million. This policy was complied with, as in the
previous year; as at 31 December 2018, there were no significant net foreign-exchange positions.
To eliminate foreign-exchange risks, Deutsche Börse Group uses financial instruments to hedge existing
or highly probable forecast transactions. The Group may use foreign-exchange forwards, foreign-
exchange options as well as cross-currency swaps to hedge the exposure to foreign-exchange risk. Under
the Group's policy, the material terms of forwards and options must coincide with those of the hedged
items.
-
Currency mismatches are avoided to the maximum extent possible. All types of foreign-exchange risks
are measured on a regular basis and monitored on a Group as well as single entity level. Limits are
defined for cash flow and translation risk. Deutsche Börse Group's treasury policy defines risk limits
which take into account historical foreign-exchange rate fluctuations. Any exposure exceeding those
limits must be hedged. Foreign-exchange exposures below the defined limits may also be hedged.
Management of foreign-exchange risks is principally carried out at the Group level. Hedging at a single
entity level may be conducted if foreign-exchange risk threatens the viability of the single entity.
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
327
Further information
329
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as
commercial paper as well as bilateral and syndicated credit facilities. In addition, financing required 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. At Eurex Clearing AG, the customer
cash balances and investments – only some of which have maturities of up to one year – predominantly
have matched maturities. The Clearstream subgroup may invest customer balances for up to a maximum
of one year in secured money market products or high-quality securities with a remaining maturity of
less than ten years, subject to strict monitoring of mismatch and interest rate limits. An exception to this
is UK gilts, which can have maximum remaining duration of 30 years. Term investments can be
transacted via reverse repurchase agreements against highly liquid collateral that can be deposited with
the central bank and used as a liquidity buffer if required.
Deutsche Börse Group | Annual report 2018
m
31 Dec 2017
Amount as at
Amount as at
31 Dec 2018
Currency
Purpose of credit line
328
Company
The companies of Deutsche Börse Group have the following credit lines, which were not being used as
at the reporting date:
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Contractually agreed credit lines
398.9
Deutsche Börse Group | Annual report 2018
Management report
0
0
0
0.2
0
0
0.2
Trade payables
0
195.0
0
0
0
0
195.0
Current financial liabilities measured
at amortised cost
Total non-derivative financial
liabilities (gross)
29,559.2
Stage 1
0
0
0
Non-current financial liabilities at fair value
through profit or loss
29,559.2
19,024.7
-16.4
0
270.9
203.9
18,566.3
Cash deposits by market participants
2,283.2
-202.1
1,150.0
Reconci-
1 year but
not more
than
More than
but not
more than
1 year
Not more
than
3 months
Overnight
€m
liation to
3 months
Contractual maturity
31 Dec 2018
Maturity analysis of financial instruments (part 1)
Further information
Notes Other disclosures
Financial statements
More than
Executive and Supervisory Boards
Over
€m
1,335.3
0
0
0
at amortised cost
Non-current financial liabilities measured
carrying
Non-derivative financial liabilities
amount
amount
€m
€m
5 years
5 years
€m
€m
€m
Total
Development of the loss allowance
Trade receivables
9) Net value of all margin requirements resulting from executed trades at the reporting date as well as default fund requirements: this figure represents the risk-
8) Meets the IFRS 9 criteria for a financial guarantee contract
6) 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.
5) The amount includes collateral totalling €5.1 million (2017: €5.0 million).
4) Total of fair value of cash (2018: nil; 2017: nil) and securities collateral (2018: €6,616.7 million; 2017: €4,870.2 million) received under reverse
repurchase agreements
3) Thereof €162.7 million pledged to central banks (2017: nil)
2) Thereof none pledged to central banks (2017: nil)
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
113,738.0
109,216.4
143,722.3
143,302.3
0
0
5.3
4.7
13.8
0
0
2,111.4
627.9
0
0
oriented view of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties"
item in the balance sheet shows the gross amount of the open trades according to IAS 32.
Financial instruments held by
Derivatives
Total
47,969.59)
45,087.39)
58,992.910)
54,982.810)
central counterparties
10) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements
321
Deutsche Börse Group | Annual report 2018
Management report
Financial statements
Notes | Other disclosures
Further information
Clearstream (GSF segment, collateral management) also guarantees the risk resulting from the
Automated Securities Fails Financing programme it offers to its customers, where Clearstream Banking
S.A. acts as an intermediary between borrower and lender. This risk is collateralised. Guarantees given
under this programme amounted to €413.2 million as at 31 December 2018 (2017: €597.9 million).
Collateral received by Clearstream Banking S.A. in connection with these loans amounted to €448.4
million (2017: €658.9 million).
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrowings
from various counterparties totalling €42,558.3 million as at 31 December 2018 (2017:
€52,121.9 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €42,693.7 million (2017:
€52,603.0 million). This collateral was pledged to the lender, while Clearstream Banking S.A. remains
its legal owner.
Executive and Supervisory Boards
In 2017 and 2018, no losses from credit transactions occurred in relation to any of the transaction
types described.
To safeguard the Group's central counterparties 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 the respective clearing house. Additional
lines of defence of the Group's central counterparties are described in detail in the risk report.
The aggregate margin calls based on the executed transactions and default fund requirements after
haircuts was €47,969.5 million as at the reporting date (2017: €45,087.3 million). Collateral totalling
€58,992.9 million (2017: €54,982.8 million) was actually deposited.
Composition of collateral held by central counterparties
Cash collateral (cash deposits) ¹) 2)
Securities and book-entry securities collateral³) 4)
Total
Financial instruments of the central counterparties
0
Deutsche Börse Group | Annual report 2018
Clearstream (post-trading) grants customers technical overdraft facilities to maximise settlement
efficiency. These settlement facilities are subject to internal credit review procedures. They are revocable
at the option of the Clearstream subgroup and are in general fully collateralised. Technical overdraft
facilities amounted to €115.2 billion as at 31 December 2018 (2017: €106.6 billion). Of this amount,
€3.3 billion (2017: €3.6 billion) is unsecured and only relates to credit lines granted to selected central
banks and multilateral development banks in compliance with the CSDR exemption as per article 23
of Commission Delegated Regulation (EU) 2017/390. Actual outstandings at the end of each business
day generally represent a small fraction of the facilities and amounted to €2,253.3 million as at
31 December 2018 (2017: €754.7 million); see ☑note 13.4.
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Cash investments
322
Deutsche Börse Group is exposed to credit risk in connection with the investment of cash funds.
Clearstream (post-trading) receives cash deposits from its customers in various currencies and invests
these cash deposits in money market instruments. Eurex Clearing AG (Eurex (financial derivatives)
segment) receives cash collateral from its clearing members mainly in its clearing currencies euro and
Swiss francs.
According to the treasury policy, mainly highly liquid financial instruments with a minimum rating of
AA- (S&P Global Ratings/Fitch) or Aa3 (Moody's) issued or guaranteed by governments or supranational
institutions are eligible as collateral.
Uncollateralised cash investments are permitted only for counterparties with sound creditworthiness
within the framework of defined counterparty credit limits. Counterparty credit risk is monitored on the
basis of an internal rating system.
The fair value of securities received under reverse repurchase agreements was €7,081.4 million (2017:
€5,493.3 million). Clearstream Banking S.A. and Eurex Clearing AG are entitled to repledge the
securities received to their central banks to regain liquidity.
As at 31 December 2018, Clearstream Banking S.A. has pledged €162.7 million worth of securities for
reverse repurchase agreements to central banks (2017: nil).
A portion of the securities held by Clearstream in its own portfolio is pledged to central banks to
collateralise the settlement facilities obtained. The fair value of pledged securities was €1,205.7 million
as at 31 December 2018 (2017: €1,195.9 million). Eurex Clearing AG has pledged no securities to
central banks.
Loans for settling securities transactions
The Group mitigates such risks by investing short-term funds either - to the extent possible - on a
collateralised basis, e.g. via reverse repurchase agreements, or by depositing them with central banks.
Collateral value
0.4
Group
0.4
13.4
Group
Other loans
0
0
1.2
2.7
13.9
Group
Convertible notes
Other financial instruments
58,755.2
50,223.5
98,001.8
93,216.7
Balance brought forward
Credit risk of financial instruments (part 2)
Carrying amounts -
maximum risk exposure
Collateral
Segment
Note
Amount at
31 Dec 2018
0.4
€m
Amount at
Amount at
31 Dec 2018
31 Dec 2017
(restated)
€m
€m
Amount at
31 Dec 2017
(restated)
€m
0
0
Other assets
0
Eurex (financial
derivatives)
13.4
1,608.9
112.4
0
0
Group
14.4
14.4
0
0
Other instruments at fair value
0
13.4
144.0
(post-trading)
Group
23.7
23.7
0
0
Trade receivables
57.7
Group
403.2
331.8
0
0
Other receivables
Clearstream
13.4
Trade receivables
at 31 Dec 2018
€m
0
74.0
6.0
1.0
1.0
0
0
%
Expected loss rate
Total
Insolvent
past due
past due
360 days
More than
More than
120 days
More than
90 days
past due
0.1
0
0
0.8
3.5
1.3
Trade receivables
5.7
as at 1 January 2018
Not more
than
30 days
past due
More than
30 days
past due
More than
60 days
past due
Loss allowances for trade receivables
€m
10.0
7.7
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Trade receivables are written off when there is no reasonable expectation of recovery (see also ☑ note 3).
In 2018, no significant receivables (31 December 2017: €0.3 million) were directly written off due to
customer defaults. Moreover, €0.1 million were received in 2018 for receivables which had previously
been written off (2017: nil).
Deutsche Börse Group | Annual report 2018
Debt securities
The development of the loss allowance for debt securities is shown below.
Development of the loss allowance
The loss allowance for other financial assets at amortised cost as at 31 December 2017 reconciles to
the opening loss allowance on 1 January 2018 and to the closing loss allowance as at 31 December
2018 as follows:
The Group operates internationally and is, to a limited extent, exposed to foreign-exchange risk, primarily
in US$, CHF, £ and CZK. Exchange rate fluctuations may affect the Group's profit margins and the value
of assets and liabilities denominated in a currency that is not the functional currency of the relevant
Group entity. Respective currency risks arise mainly from operating income and expenses denominated
in a currency other than the functional currency, inter alia from that portion of the Clearstream (post-
trading) segment's sales revenue and net interest income from banking business that is directly or
indirectly in US$. The Clearstream (post-trading) segment generated 21 per cent of its sales revenue and
net interest income (2017: 17 per cent) directly or indirectly in US$.
Closing loss allowance
Debt securities
All of the entity's debt securities measured at amortised cost are considered to have low credit risk, and
the loss allowance recognised during the period was therefore limited to twelve months' expected losses.
The Group considers "low credit risk” for listed bonds to be an investment grade credit rating granted by
an external rating agency. The expected loss is calculated based on a loss rate approach derived from
default rates provided by a rating agency.
0
324
1.7
9.7
1.2
7.5
2.0
1.7
39.8
3.7
Loss allowance
0
0.1
0
0
0.4
1.5
€m
Collateral value
at 31 Dec 2017
€m
Notes | Other disclosures
more than
more than
90 days
more than
60 days
more than
30 days
past due
Not
Not
Not
Not
Not
as at 31 December 2018
Loss allowances for trade receivables
Following that approach, the loss allowance as at 31 December 2018 and as at 1 January 2018 was
calculated as follows:
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. Trade receivables
are analysed using an expected credit loss model based on the simplified approach as outlined in IFRS
9. To measure the expected credit loss, trade receivables and contract assets have been grouped based
on the days past due. The trade receivables share the main risk characteristics. The expected loss
amount has been determined by applying the lifetime expected loss approach. The expected loss rates
are based on the payment profiles over a period of five years and the loss profile experienced over that
period. As at 31 December 2018, no contract assets were recognised by Deutsche Börse Group.
Trade receivables and contract assets
Further information
Notes | Other disclosures
Financial statements
€m
29,240.5
28,751.5
29,752.4
26,231.3
58,992.9
more than
54,982.8
2) The collateral value is determined on the basis of the fair value less a haircut amounting to €344.4 million (2017: €438.5 million).
3) The amount includes the default fund totalling €1,789.1 million (2017: €1,466.7 million).
4) The collateral value is determined on the basis of the fair value less a haircut amounting to €4,243.9 million (2017: €3,192.2 million).
323
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
1) The amount includes the default fund totalling €2,938.3 million (2017: €2,990.0 million).
More than
120 days
360 days
€m
30.5
12.4
7.1
3.2
15.0
Trade receivables
4.3
73.8
Loss allowance
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
1.3
Further information
0
5.0
360 days
past due
past due
past due
past due
past due
82.0
Insolvent
Expected loss rate
%
0
0
0
1.0
Total
Measuring and managing foreign-exchange risk is important for reducing Deutsche Börse Group's
exposure to exchange rate movements. The three main types of foreign-exchange risk that Deutsche
Börse Group is exposed to are cash flow-, translation- and transaction-related foreign-exchange risk.
Cash flow risk reflects the risk of fluctuations in Deutsche Börse Group's present value of future
operating cash flows from foreign-exchange movements. Translation risk comprises effects from the
valuation of the Group's assets and liabilities in foreign currencies. Finally, transaction risk is closely
related to cash flow risk; it may arise through changes in the structure of Deutsche Börse Group's asset
and liabilities in foreign currencies.
Carrying
Executive and Supervisory Boards
1.56
1.17
0
Exercise price
€
0
0
0
0
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
Tranche
Balance at
31 Dec 2018
Number
Deutsche
Börse AG share
price at
31 Dec 2018
€
Intrinsic value/
option at
Fair value/
2.33
option at
%
31 Mar 2019
-0.75
22.76
In the reporting period, the company established an additional tranche of the SBP for senior executives
who are not risk bearers. In order to participate in the SBP, a beneficiary must have earned a bonus.
The number of stock options 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 are paid at the time the bonus is determined. Rather, the entitlement is generally
received three years after the grant date (the "waiting period"). Within this period, beneficiaries cannot
assert shareholder rights (in particular, the rights to receive dividends and attend the Annual General
Meeting). 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 shares in electronic trading on the Frankfurt
Stock Exchange) is multiplied by the number of stock options. Stock options are settled in cash.
Evaluation of the SBP
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
stock options.
Valuation parameters for SBP shares
Tranche 2018
Term to
31 Mar 2022
Risk-free interest rate
%
-0.44
Volatility of Deutsche Börse AG shares
%
21.72
Tranche 2017
28 Feb 2021
-0.56
18.61
Tranche 2016
29 Feb 2020
Tranche 2015
-0.65
19.27
Dividend yield
Stock Bonus Plan (SBP)
Settlement
€
104.95
74.54
1.3
0
1.3
2017
13,868
104.95
104.95
47.70
0.6
0
0.6
2018²)
12,941
104.95
104.95
104.95
31 Dec 2018
16,909
0
31 Dec 2018
€
obligation
Current
provision at
31 Dec 2018
Non-current
provision at
31 Dec 2018
€m
€m
€m
98.77
2015¹
13,674
104.95
104.95
to 110.65
1.3
1.3
2016
22.91
28. Share-based payment
Notes | Other disclosures
In November 2018, a customer of a trading participant of the Frankfurt Stock Exchange filed a case
against Deutsche Börse AG with the District Court of Frankfurt/Main. The plaintiff is claiming damages of
approximately €2.6 million from Deutsche Börse AG. The alleged damages are said to have arisen (i) on
7 July 2016, from Deutsche Börse AG's publication of an inaccurate ex-dividend date relating to a
financial instrument via the Xetra system and (ii) due to the fact that a client of the plaintiff relied on this
inaccurate information to conclude transactions.
Administrative offence proceedings of BaFin
On 19 December 2018, the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) sent Deutsche Börse AG a formal hearing notification in a penalty
proceeding, which refers to the allegation of a supposed lack of self-liberation or, alternatively, an
allegedly omitted ad hoc announcement. Specifically, in the search for a successor for Carsten Kengeter,
Deutsche Börse AG had omitted to qualify as a price-relevant intermediate step the fact that a few
days before the appointment of Theodor Weimer in November 2017, two suitable and interested CEO
candidates had been identified, and a decision about the appointment was planned. Even after
consulting with external experts, Deutsche Börse AG believes this allegation is unfounded.
Proceedings by the Public Prosecutor's Office in Frankfurt/Main
On 21 December 2018, Deutsche Börse AG informed the public that, on that same day, the District
Court of Frankfurt/Main had issued a fine order against Deutsche Börse AG as an ancillary party after
the termination of the preliminary investigation against its former CEO, Carsten Kengeter. The decision
provides for fines of €5 million and €5.5 million against Deutsche Börse AG for an alleged breach
of the insider trading ban in December 2015 and for an alleged omission of an ad hoc announcement
in January 2016. Following this decision of the District Court of Frankfurt/Main, the proceedings
were concluded.
The Executive Board of Deutsche Börse AG had previously decided, after detailed consultation with the
Supervisory Board, not to take action against a corresponding fine decision by the District Court. The
company remains firmly convinced that the allegations were unfounded. This is supported by the results
of extensive audits by several independent external experts. However, after a detailed examination and
weighing all relevant aspects, Deutsche Börse AG had concluded that a termination of the proceedings
based on the solution found was in the best interest of the company.
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. The Group
recognises provisions for litigation and regulatory matters when it has a present obligation arising from
a past event, an outflow of resources with economic benefit to settle the obligation is probable, and it is
able to reliably estimate the amount. In such cases, there may be an exposure to loss in excess of the
amounts recognised as provisions. When the conditions are not met, the Group does not recognise a
provision. As a litigation or regulatory matter develops, Deutsche Börse Group evaluates on an ongoing
basis whether the requirements to recognise a provision are met. The Group may not be able to predict
what the eventual loss or range of loss related to such matters will be. The 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 data as a whole.
335
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Tax risks
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A
process has been developed to recognise and evaluate these risks, which are initially recognised based
on their probability of occurrence. These risks are then measured on the basis of their expected value.
A tax provision is recognised in the event that it is more probable than not that the risks will occur.
Deutsche Börse Group continuously reviews whether the conditions for recognising corresponding tax
provisions are met.
27. Leases
Lawsuit against Deutsche Börse AG
Finance leases
Further information
Financial statements
Financial statements
Notes | Other disclosures
Further information
Banca UBAE S.p.A. vs Clearstream Banking S.A.
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. in front of
the Luxembourg courts. The complaint is a recourse action linked to the complaint that Bank Markazi
filed against Clearstream Banking S.A. and Banca UBAE S.p.A. and asks that Banca UBAE S.p.A. be
indemnified and held harmless by Clearstream Banking S.A. in case Banca UBAE S.p.A. were to lose in
the Bank Markazi complaint and ordered by the court to pay damages to Bank Markazi.
Levin vs Clearstream Banking S.A.
On 26 December 2018, two US plaintiffs filed a complaint against Clearstream Banking S.A. and other
legal persons; the plaintiffs hold claims amounting to approximately US$28.8 million against Iran,
Iranian authorities and individuals. The complaint filed in this case (Levin vs Clearstream Banking S.A.)
is based on similar assets and allegations as those in the second Peterson and Havlish proceedings.
The case seeks the turnover of certain assets held by Clearstream Banking S.A., as the custodian, in
Luxembourg. In addition, the case also includes direct claims made against Clearstream Banking S.A.
and further defendants for damages of up to around US$28.8 million (plus punitive damages and
interest).
Fairfield vs Clearstream Banking S.A.
Beginning in 16 July 2010, the liquidators of two investment funds domiciled in the British Virgin Islands
and named Fairfield Sentry Ltd. and Fairfield Sigma Ltd. filed complaints in the US Bankruptcy Court
for the Southern District of New York, asserting claims against more than 300 financial institutions for
restitution of redemption payments made to investors of the funds for the redemption of shares in
such funds prior to December 2008. On 14 January 2011, the liquidators of such funds asserted
claims for restitution against Clearstream Banking S.A. in an amount of US$13.5 million for redemption
payments made by the funds to investors using the settlement system of Clearstream Banking S.A. The
proceedings, which were stayed for multiple years, are continuing.
MBB Clean Energy AG
Legal disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in
custody by Clearstream Banking AG. MBB issued a first tranche of the bond in April 2013 and a second
tranche of the bond in December 2013. The global certificates for the two tranches of the bond were
delivered into Clearstream Banking AG by the paying agent of the issuer. The legal disputes relate to the
non-payment of the bond and the purported lack of validity of the bond. Clearstream Banking AG's role
in the context of the purported lack of validity of the MBB bond is primarily to safekeep the global
certificate as national central securities depository. Insolvency proceedings have meanwhile been opened
in respect of the issuer, MBB.
Proceedings by the Public Prosecutor's Office in Cologne
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market partici-
pants over dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor's Office in
Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG and
Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Due to the early stage of
the investigations, it is not possible to predict timing, scope or consequences of a potential decision. The
companies are cooperating with the competent authorities.
334
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Notes | Other disclosures
Further information
There were no minimum lease payments from finance leases for Deutsche Börse Group as at
31 December 2018 or as at 31 December 2017.
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 building rentals.
Up to 1 year
1 to 5 years
Total
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
31 Dec 2017
€m
€m
1.0
0.7
1.7
2.3
2.7
3.0
336
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Expected rental income from subleases¹)
Operating leases (as lessee)
Operating leases for buildings, some of which are subleased, have a maximum remaining term of 30
years. The lease contracts usually terminate automatically when the lease expires. The Group has options
to extend some leases.
324.6
Minimum lease payments from operating leases¹)
Up to 1 year
1 to 5 years
More than 5 years
Total
1) The expected payments in US dollars were translated into euros applying the closing rate of 31 December.
31 Dec 2018
31 Dec 2017
€m
€m
77.7
63.4
304.1
177.2
51.4
84.0
433.2
In the reporting period, minimum lease payments amounting to €71.9 million (2017: €68.8 million)
were recognised as expenses. For subleases or contingent rentals, no expenses were incurred in the
reporting period (2017: nil).
Management report
0.3
0.3
31 Dec 2018
Settlement
obligation
Current
provision as at
31 Dec 2018
Non-current
provision as at
31 Dec 2018
Number
€
€
€
€m
€m
€m
2014
7,657
104.95
104.95
102.55 104.95
Fair value/
option as at
0.8
option as at
31 Dec 2018
Deutsche
Börse AG share
price as at
31 Dec 2018
%
Exercise price
€
18.5 to 22.47
2.33
0
0 to 22.47
0 to 2.33
O to 20.52
O to 2.33
O to 19.69
O to 2.33
0 to 19.69
0 to 2.33
0
0
0
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 LSI and RSU shares
Tranche
Balance as at
31 Dec 2018
Intrinsic value/
Dividend yield
0.6
2015
1.9
6.0
2018
91,872
104.95
104.95
93.50 102.55
9.0
0
9.0
Total
265,210
26.5
4.3
22.2
339
Deutsche Börse Group | Annual report 2018
7.9
0.2
95.69 104.95
104.95
15,229
104.95
104.95
100.21 104.95
1.6
0.8
0.8
2016
70,639
104.95
104.95
97.92 104.95
7.2
1.0
6.2
2017
79,813
104.95
0
%
Volatility of Deutsche Börse AG
€
109.40
112.32
101.14
111.23
72.13
115.43
46.74
The stock options from the 2014 SBP tranche were exercised in the reporting period following the
expiration of the waiting period. Shares of the SBP tranches 2015, 2016 and 2017 were paid to former
employees as part of severance payments in the year under review.
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic
trading at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the
waiting period.
Provisions for the SBP amounting to €3.5 million were recognised at the reporting date of 31 December
2018 (31 December 2017: €3.9 million). The total expense for the stock options in the reporting period
was €2.1 million (2017: €2.9 million).
Change in number of SBP shares allocated
2017
Balance at Disposals
31 Dec Tranche
2015
Disposals
Tranche
2016
Disposals
Tranche
2017
Additions
Tranche
2018
€
Fully
settled
cash
options
Average price of the
forfeited share options
2016
2017
Total
57,392
3.5
1.3
2.2
1) The number of stock options, settlement obligation, and short-term provision of the 2015 tranche includes the unsettled shares of the 2014 tranche.
2) Given that the 2018 SBP tranche stock options for senior executives will not be granted until the 2019 financial year, the number of shares applicable as at the
reporting date may be adjusted during the 2019 financial year.
337
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Average price of the exercised and forfeited share options
Tranche
2014
2015
Average price of the
exercised share options
shares
Options
forfeited
31 Dec
2018
Evaluation of the LSI and the RSU
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
LSI and RSU stock options.
Valuation parameters for LSI and RSU shares
Tranche 2018
Tranche 2017
Tranche 2016
Tranche 2015
Tranche 2014
Term to
Risk-free interest rate
%
31 Dec 2019 to
31 Dec 2023
-0.7 to -0.31
31 Dec 2018 to
31 Dec 2022
-0.75 to -0.44
31 Dec 2018 to
31 Dec 2021
-0.75 to -0.56
31 Dec 2018 to
31 Dec 2020
-0.75 to -0.65
31 Dec 2018 to
31 Dec 2019
-0.75 to -0.7
The number of LSI and RSU shares for the 2014 to 2017 tranches is calculated by dividing the
proportionate LSI or RSU bonus, respectively, for the year in question by the average closing price of
Deutsche Börse AG shares in the last month of a financial year. The number of LSI and RSU shares for
the 2018 tranche is based on the closing auction price of Deutsche Börse shares as at the disbursement
date of the upfront cash component of the 2018 tranche in 2019 or on the closing price as at the
following trading day on the Frankfurt Stock Exchange. This results in individual LSI tranches for the LSI
bonus, which have maturities of between one and five years. The RSU bonus is used as a basis for
another four-year tranche. Payment of each tranche is made after a waiting period of one year. Neither
remuneration system stipulates any condition of service. Following the expiry of the waiting period, both
the LSI and the RSU shares of the 2014 to 2017 tranches are measured on the basis of the average
closing price of Deutsche Börse AG shares in the last month preceding the end of the waiting period.
The LSI and RSU shares of the 2018 tranche are measured at the closing auction price as at the first
trading day in February of the year in which the holding period ends. Settlement is generally made
in cash, although the employer has the right to settle by delivering Deutsche Börse AG shares for the
2014 tranche.
Balance at
Further information
Financial statements
To other senior executives
69,298
-1,257
-2,055
-1,864
12,941
-17,920
-1,751
57,392
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to
provide share-based remuneration in line with regulatory requirements. This programme was extended
in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans.
Management report
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled
in cash and half in phantom shares of Deutsche Börse AG (LSI shares). A portion of the variable
remuneration is paid in the subsequent year and another portion over a further period of three or four
years. Moreover, a portion of the variable remuneration shall be converted into RSU, subject to a three-
year retention period after grant and a one-year waiting period (RSU shares).
338
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Notes | Other disclosures
Executive and Supervisory Boards
31 Dec 2018
333
0
1,065.7
3,771.5
22,159.3 43,973.6 12,665.7
less financial assets and derivatives
held by central counterparties
Derivatives and financial instruments
held by central counterparties
Financial liabilities and derivatives
held by central counterparties
-191.1 45,030.8
524.4
1,339.8
55.6
42,272.4 1,029.7
Total non-derivative financial
liabilities (gross)
Cash deposits by market participants
29,215.3
0
0
0
0
13,976.2
-16.1
0
55.6
879.6
83,635.8
-22,159.2 -44,685.7 -12,665.8 -3,771.5 -1,065.7
0 -84,347.9
Cash inflow-derivatives and hedges
0
-56.4
-18.8
0
Cash flow hedges
Cash outflow - derivatives and hedges
0
0
2.3
1,652.2
833.4
13,057.1
29,215.3
Derivatives held for trading
0
0
0
0
Fair value hedges
0
0
56.2
19.0
0
Cash flow hedges
0
Current financial liabilities measured at
amortised cost
150.1
0
5 years
€m
€m
€m
€m
Over
liation to
Reconci-
1 year but
not more
than
but not
more than
1 year
Not more
than
3 months
Overnight
5 years
3 months
More than
Contractual maturity
31 Dec 2017
Maturity analysis of financial instruments (part 2)
Further information
Notes Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Deutsche Börse Group | Annual report 2018
More than
0
€m
Financial statements
0
0
0
150.1
0
0.8
0
0
0.8
0
0
carrying
amount
€m
0
1,688.4
-175.0
524.4
1,339.0
0
0
0
Non-current financial liabilities measured at
amortised cost
Non-derivative financial liabilities
amount
€m
Carrying
Non-current financial liabilities measured at
fair value through profit or loss
Fair value hedges
Trade payables
0
€m
€m
31 Dec 2017
31 Dec 2018
Total
More than 5 years
340
The final number of performance shares is calculated by multiplying the original number of performance
shares with the level of overall target achievement. The PSP level of overall target achievement is based
on 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; and secondly, on the increase of Deutsche Börse AG's net
Based on the PSP 100 per cent stock bonus target, the corresponding number of phantom shares for
each beneficiary is calculated by dividing the stock bonus target by the average share price (Xetra
closing price) of Deutsche Börse AG's shares in the last calendar month preceding the performance
period. Any right to payment of a PSP stock bonus vests only at the end of a five-year performance
period.
On 1 January 2016, the Group launched a share-based remuneration programme, the Performance
Share Plan (PSP), for the Executive Board of Deutsche Börse AG as well as selected executives and
employees of Deutsche Börse AG and participating subsidiaries. The 100 per cent stock bonus target
was calculated in euros for each Executive Board member. The 100 per cent stock bonus target for
selected executives and employees of Deutsche Börse AG and participating subsidiaries is defined by
the responsible decision-making bodies.
In financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP) was
introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time
participation. The appropriate number of phantom shares was calculated based on the number of shares
granted and the increase of Deutsche Börse AG's net profit for the period attributable to shareholders
of Deutsche Börse AG, as well as 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 entities. The performance period for the measurement of the performance criteria
commenced on 1 January 2015 and ends on 31 December 2019. The shares are subject to a
performance period of five years and a vesting period until 31 December 2019. The subsequent
payment of the stock bonus will be settled in cash by 31 March 2021.
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
265,210
0
- 43,997
265,210
0
- 43,997
91,872
91,872
- 3,962
- 3,962
- 2,185
- 2,185
- 939
- 939
37.8
41.7
21.6
0
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint filed by Bank Markazi on 17 January 2018 naming Banca UBAE S.P.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi which the complaint alleges are held in accounts of
Banca UBAE S.P.A. and Bank Markazi with Clearstream Banking S.A. totalling approximately US$4.9
billion plus interest. Alternatively, Bank Markazi seeks damages in the same amount. The assets sought
include assets in the amount of approximately US$1.9 billion that were turned over to US plaintiffs
pursuant to a 2013 binding and enforceable US court order in a proceeding to which Bank Markazi was
a party. The claim also addresses customer assets of approximately US$2 billion, which include assets
that are held at Clearstream Banking S.A. and which are currently subject to US and Luxembourg
litigation brought by US plaintiffs. The claim also addresses assets that were previously transferred out
of Clearstream Banking S.A. to Banca UBAE S.P.A.
0
Bank Markazi vs Clearstream Banking S.A.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
Criminal investigations against Clearstream Banking S.A.
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A.
and other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A.,
is based on similar assets and allegations as in the Peterson proceedings. The complaint seeks the
turnover of certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg.
The complaint also asserts direct claims against Clearstream Banking S.A. and other defendants and
purports to seek damages of up to approximately US$6.6 billion plus punitive damages and interest.
The proceedings have been suspended due to the ongoing appeal to the US Supreme Court in the
Peterson II proceedings.
Havlish vs Clearstream Banking S.A. ("Havlish")
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the defend-
ants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this ruling at the
competent appeals court (Second Circuit Court of Appeals), which on 21 November 2017 confirmed
extensive parts of the decision of the trial court. Regarding another aspect, the appellate court referred
the case back to the court of first instance, which shall assess whether the assets held in Luxembourg
are subject to enforcement in the U.S. In opposition to this point, Clearstream Banking S.A. filed a
petition to the US Supreme Court on 8 May 2018.
Peterson vs Clearstream Banking S.A. ("Peterson II")
Further information
Notes | Other disclosures
- 231
- 231
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
332
In July 2013, the US court gave the order to turn over the customer positions to the plaintiffs, ruling that
these were being held by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the
decision was affirmed on 9 July 2014 by the Second Circuit Court of Appeals, and then by the US
Supreme Court on 20 April 2016. Once the process of distribution of the funds to the plaintiffs is
complete, a related case, Heiser vs Clearstream Banking S.A., which is also seeking the turnover of the
same assets, should be concluded.
In its 2012 corporate report, Deutsche Börse Group disclosed information about the class action suit
Peterson vs Clearstream Banking S.A. (the first Peterson proceeding), initiated by various plaintiffs
seeking turnover of certain customer positions held in Clearstream Banking S.A.'s securities omnibus
account with its US depository bank, Citibank NA, and asserting direct claims against Clearstream
Banking S.A. for damages of US$250.0 million. That matter was settled between Clearstream Banking
S.A. and the plaintiffs and the direct claims against Clearstream Banking S.A. were retracted.
Peterson vs Clearstream Banking S.A., Citibank NA et al. ("Peterson I") and
Heiser vs Clearstream Banking S.A.
Contingent liabilities may result from present obligations and from possible obligations arising from
events in the past. Deutsche Börse Group recognises provisions for the possible incurrence of losses only
if there is a present obligation arising from a past event that is likely to result in an outflow of resources
and if the Group can reliably estimate the amount of the obligation (see also ☑ note 3). In order to
identify the litigation for which the possibility of incurring a loss is more than unlikely, as well as how
the possible loss is estimated, Deutsche Börse Group considers a large number 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 (to the extent that they
already taken place) as well as expert opinions and evaluations of legal advisors. However, it is also
possible that no reliable estimate for a specific litigation could be determined before the approval of the
consolidated financial statements, and that – as a result – no provisions are recognised.
Other litigation and liability risks
75.8
59.4
6.9
Management report
224,652
27.2
224,652
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
331
0
0
0
0
0
Financial guarantee contracts
0
Financial statements
-0.2
0
-2.2
-1,667.4
-727.1
1.3
Total derivatives and hedges
-832.2
Derivatives held for trading
0
Total
0
0
0
Notes | Other disclosures
0
26. Financial liabilities and other risks
To other
senior
executives
31 Dec 2018
as at
Further information
Options
forfeited
cash
options
Balance
2018
Additions Fully settled
Tranche
Disposals
Tranche
2016
Disposals
Tranche
2015
Disposals
Tranche
2014
Disposals
Tranche
2017
31 Dec 2017
Balance
as at
Change in number of LSI and RSU shares allocated
Provisions amounting to €26.5 million were recognised as at 31 December 2018 (31 December 2017:
€20.7 million). The total expense for LSI stock options in the reporting period amounted to
€10.1 million (31 December 2017: €9.7 million).
The carrying amount of the provisions for the LSI and the RSU results from the measurement of the
number of LSI and RSU stock options at the fair value of the closing auction price of Deutsche Börse
shares in electronic trading at the Frankfurt Stock Exchange as at the reporting date.
Further information
Notes | Other disclosures
1 to 5 years
For the coming financial years, the Group's expenses in connection with long-term contracts relating to
maintenance contracts and other contracts (excluding rental and lease agreements, see ☑ note 27) are
presented in the following:
Up to 1 year
Breakdown of future financial obligations
96,682
93,307
362,677
36,918
Total
senior
executives
о
430,397
0
6,996
12,506")
0
To other
7,925
0
-16,643
25,640
0
0 106,664
-9,647
122,322
12,506
0
537,061
1) The stock options of the 2019 tranche were granted as part of severance agreements.
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 2018 GSP tranche, eligible employees were able to buy up to 100 shares in the
company. The purchased shares must be held for at least two years.
Group Share Plan (GSP)
7,925
For further information on the number of stock options granted to Executive Board members and on the
remuneration system for Executive Board members, please refer to the remuneration report.
4,360
41,278
269,370
Notes | Other disclosures
Executive
341
Provisions for the CPIP and the PSP amounting to €40.1 million were recognised at the reporting date
of 31 December 2018 (31 December 2017: €17.5 million). Of the provisions, €15.9 million were
attributable to members of the Executive Board (2017: €14.8 million). The total expense for CPIP and
PSP stock options in the reporting period was €23.3 million (2017: €12.3 million). Of that amount, an
expense of €13.1 million was attributable to members of the Executive Board (2017: €10.2 million).
In the reporting period, an expense totalling €4.0 million (2017: €3.6 million) was recognised in staff
expense for the GSP.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Further information
Change in number of CPIP and PSP shares allocated
Balance at
31 Dec
2017
Additions
Tranche
2015
Additions
Board
Tranche
2016
Additions
Tranche
Additions
Fully
settled
Balance at
Tranche
cash Options
31 Dec
2018
2019
options
forfeited
2018
To the
Additions/
(disposals)
Tranche
2017
29. Executive bodies
2017
30. Corporate governance
Amount of the transactions:
revenues
Amount of the transactions:
expenses
Outstanding balances:
receivables
Outstanding balances:
liabilities
୮
31 Dec
31 Dec
31 Dec
31 Dec
2018
2017
€m
€m
Transactions with related entities
2018
€m
2018
2017
2018
€m
€m
€m
€m
€m
Associates
11.2
12.6
1) The stock options of the 2019 tranche were granted as part of severance agreements.
-19.1
2017
The members of the company's executive bodies are listed in the “The Executive Board” and “The
Supervisory Board" chapters of this annual report.
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2018 financial year. All transactions were
concluded at prevailing market terms.
Business relationships with related parties and key management personnel
On 6 December 2018, 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 the
corporate governance declaration statement and corporate governance report).
combined
342
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
31. Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG as well
as the companies classified as associates of Deutsche Börse AG, investors and investees, 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.
Executive Board
In 2018, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits, amounted to a total of €21.0 million (2017: €15.3 million).
Business relationships with related parties
During the year under review, expenses of €11.8 million (2017: €10.2 million) were recognised in
connection with share-based payments to Executive Board members.
Former members of the Executive Board or their surviving dependants
The remuneration paid to former members of the Executive Board or their surviving dependants amounted
to €4.4 million in 2018 (2017: €4.3 million). The actuarial present value of the pension obligations
was €67.5 million as at 31 December 2018 (2017: €69.9 million).
Termination benefits
Expenses of €5.2 million were recognised in connection with the termination of Executive Board
appointments. €4.0 million thereof are attributable to share-based payments to former Executive Board
members.
Supervisory Board
The aggregate remuneration paid to members of the Supervisory Board in financial year 2018 was
€2.2 million (2017: €1.8 million).
In financial year 2018, the employee representatives on Deutsche Börse AG's Supervisory Board
received remuneration (excluding Supervisory Board remuneration) amounting to €0.7 million (2017:
€0.5 million). The total consists of the fixed and variable salary components for those employee
representatives.
343
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Financial statements
Notes | Other disclosures
Further information
The actuarial present value of the pension obligations to Executive Board members was €28.8 million
as at 31 December 2018 (2017: €21.2 million). Expenses of €3.1 million (2017: €1.8 million) were
recognised as additions to pension provisions.
40.1
12.5
40.1
€m
€m
31 Dec 2018
31 Dec 2018
obligation
31 Dec 2018
€
€
€
Number
Non-current
provision as at
Current
provision as at
Settlement
Fair value/
option as at
€m
option as at
31 Dec 2018
Deutsche
Börse AG share
price as at
31 Dec 2018
Balance as at
31 Dec 2018
Tranche
Valuation of CPIP and PSP shares
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
185.00
213.00
203.00
210.00
200.00
%
Deutsche Börse AG shareholders
202.00;
Intrinsic value/
192.00;
2015
104.95
-18.5
0
5.8
21.49
104.95
104.95
122,322
2018
10.9
0
10.9
43.94
104.95
132,882
104.95
2017
12.5
0
67.31
104.95
104.95
131,285
2016
9.6
0
9.6
72.20
104.95
138,066
Net profit for the period attributable to
200.00
200.00
Tranche 2015
31 Dec 2019
Tranche 2016
31 Dec 2020
Tranche 2017
31 Dec 2021
31 Dec 2022
Tranche 2018
Tranche 2019
31 Dec 2023
Term to
Valuation parameters for CPIP and PSP shares
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
CPIP and PSP stock options.
Evaluation of the CPIP and the PSP
The payout amount is calculated by multiplying the final number of performance shares with the average
share price (Xetra closing price) of Deutsche Börse AG's shares in the last calendar month preceding
the performance period, plus the total of dividend payments made during the performance period based
on the final number of performance shares. The plans are settled in cash.
profit for the period attributable to shareholders of Deutsche Börse AG. The two performance factors
contribute 50 per cent each to calculate overall target achievement.
Further information
Risk-free interest rate
Notes | Other disclosures
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
5.8
2019¹)
Total
12,506
537,061
104.95
104.95
107.42
1.3
0
1.3
Financial statements
%
-0.31
-0.44
200.00
200.00
200.00
%
Relative total shareholder return
0
0
0
0
0
€
Exercise price
0
0
0
0
0
%
Dividend yield
18.70
18.50
20.52
22.47
0
%
Volatility of Deutsche Börse AG shares
-0.70
-0.65
-0.56
0
1.2
Management report
-1.0
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Independent Auditor's Report
Independent Auditor's Report
Deutsche Börse Group | Annual report 2018
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Opinions
We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft, Frankfurt
am Main, and its subsidiaries (the Group), which comprise the consolidated balance sheet as of 31
December 2018, the consolidated income statement, the consolidated statement of comprehensive
income, the consolidated cash flow statement and the consolidated statement of changes in equity for
the financial year from 1 January to 31 December 2018, and notes to the consolidated financial
statements, including a summary of significant accounting policies. In addition, we have audited the
combined management report of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for the financial
year from 1 January 2018 to 31 December 2018. In accordance with the German legal requirements
we have not audited the content of the combined corporate governance statement, which is included in
section "Combined corporate governance statement and corporate governance report" in the combined
management report.
In our opinion, on the basis of the knowledge obtained in the audit,
■the accompanying consolidated financial statements comply in all material respects with the IFRSS as
adopted by the EU and the additional requirements of German commercial law pursuant to Section
315e(1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these
requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as
of 31 December 2018 and of its financial performance for the financial year from 1 January to 31
December 2018, and
■ the accompanying combined management report as a whole provides an appropriate view of the
Group's position. In all material respects, the combined management report is consistent with the
consolidated financial statements, complies with German legal requirements and appropriately presents
the opportunities and risks of future development. Our opinion on the combined management report
does not cover the content of the combined corporate governance statement mentioned above.
Pursuant to Section 322(3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined
Report on the Audit of the Consolidated Financial Statements and Combined
Management Report
management report.
347
Gregor Pottmeyer
Further information | Responsibility statement by the Executive Board
Responsibility statement by the Executive Board
To the best of our knowledge, and in accordance with the applicable reporting principles, the conso-
lidated 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 develop-
ment 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, 8 March 2019
Deutsche Börse AG
throder weine
Hauke Stars
Theodor Weimer
Stephan Leithner
Christoph Böhm
Thomas Book
6.
Pott
Naulie Pras
Stephen Leithmer
Notes
348
Executive and Supervisory Boards
Notes
Further information | Independent Auditor's Report
OUR AUDIT APPROACH
With the support of our valuation experts, we have assessed the valuation models used by the company
as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with relevant
peer group companies, and evaluated analyst reports on the market segments. We furthermore
appraised the reliability of the forecasts in previous years based on whether they occurred or not. Within
the scope of our own sensitivity analyses, we determined whether there would be a need for impairment
in the event of possible changes in the assumptions in realistic ranges.
OUR OBSERVATIONS
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated in
a balanced way and are within acceptable ranges.
Financial statements
Impairment of the other intangible assets
statements.
THE FINANCIAL STATEMENT RISK
The other intangible assets amounted to EUR 952.7 million (previous year: EUR 911.2 million) at 31
December 2018. The other intangible assets thus represent 0.6 per cent of the assets of the Group at
31 December 2018.
The other intangible assets with indefinite useful lives are subject to an impairment test by the company
at least once a year and also on an ad hoc basis, if appropriate. For this purpose, Deutsche Börse AG
determines the recoverable amounts of the intangible asset or cash-generating units, in case no
independent cash flows can be allocated to that specific intangible asset, either on the basis of the value
in use or on the basis of the fair value less costs of disposal. The result of these valuations is highly
dependent on assumptions concerning the future cash inflows based on the corporate planning as well
as the defined parameters. As a result, the valuations are subject to discretion. Any need for impairment
that may result can have material impacts on the statement of the assets, liabilities and financial
performance of Deutsche Börse AG. Therefore, the correct determination of any need for impairment is of
particular significance for the financial statements.
350
2.9
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary of
key accounting policies) and note 11 (Intangible assets) in the notes to the consolidated financial
Deutsche Börse Group | Annual report 2018
Management report
Deutsche Börse Group | Annual report 2018
Management report
Financial statements
Notes
Further information | Independent Auditor's Report
Basis for the Opinions
We conducted our audit of the consolidated financial statements and combined management report in
accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subsequently
as 'EU Audit Regulation') and in compliance with German Generally Accepted Standards for Financial
Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in
Germany] (IDW). Our responsibilities under those requirements and principles are further described in
the 'Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and Combined
Management Report' section of our auditor's report. We are independent of the group entities in
accordance with the requirements of European law and German commercial and professional law, and
we have fulfilled our other German professional responsibilities in accordance with these requirements.
In addition, in accordance with Article 10(2) point (f) of the EU Audit Regulation, we declare that we
have not provided non-audit services prohibited under Article 5(1) of the EU Audit Regulation. We
believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinions on the consolidated financial statements and on the combined management report.
Executive and Supervisory Boards
Key Audit Matters in the Audit of the Consolidated Financial Statements
Impairment of the goodwill
THE FINANCIAL STATEMENT RISK
At 31 December 2018, goodwill amounted to EUR 2,865.6 million (previous year: EUR 2,770.9
million). The goodwill thus represents 1,8 per cent of the assets of the Group at 31 December 2018.
Goodwill is subjected to an impairment test by the company at least once a year and also on an ad hoc
basis, if appropriate. For this purpose, the carrying amount is compared with the recoverable amount of
the cash-generating unit (CGU). Deutsche Börse AG determines the recoverable amounts of the cash-
generating units either on the basis of the value in use or on the basis of the fair value less costs of
disposal. If the carrying amount is higher than the recoverable amount, there is a need for impairment.
The result of these valuations is highly dependent on assumptions concerning the future cash inflows
based on the corporate planning as well as the defined parameters. As a result, the valuations are
subject to discretion. Any need for impairment that may result can have material impacts on the
statement of the assets, liabilities and financial performance of Deutsche Börse AG. Therefore, the
correct determination of any need for impairment is of particular significance for the financial
statements.
349
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements for the financial year from 1 January to 31 December
2018. These matters were addressed in the context of our audit of the consolidated financial statements
as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Financial statements
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary of
key accounting policies) and note 11 (Intangible assets) in the notes to the consolidated financial
statements.
Executive and Supervisory Boards
-1.0
-1.5
Monetary business relationships 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 members of the Executive Board and the Supervisory Board as key management personnel for
the purposes of IAS 24.
European Commodity Clearing Luxembourg S. à r.I., Luxembourg, (ECC Luxembourg) - a subsidiary of
European Commodity Clearing AG and therefore a member of the EEX group - entered into a managing
director agreement with IDS Lux S. à r.I., Luxembourg. The subject of the agreement is to provide a
natural person for the function of managing director in the management of ECC Luxembourg. In addition
to this position as managing director of ECC Luxembourg, this person is also a member of the key
management personnel at IDS Lux S. à r.I. In the financial year 2018, ECC Luxembourg made payments
in the amount of approximately €14.0 thousand for these management services.
A member of the board of directors of STOXX Ltd., Zug, Switzerland, also holds a key management
position within the law firm Lenz & Staehelin, Geneva, Switzerland. Deutsche Börse Group reported
expenses to this law firm of approximately €779.9 thousand in the 2018 financial year. As at
31 December 2018, liabilities amounted to €33.9 thousand.
2.9
344
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
On the board of directors of Powernext SAS, Paris, France - one of the subsidiaries of European Energy
Exchange AG, Leipzig, Germany - there are representatives of GRTgaz, Bois-Colombes, France, the
parent company of 3GRT, Tarascon, France, and EDEV S.A., Courbevoie, France. During the 2018
financial year, Powernext SAS rendered development and maintenance services for customised software
solutions in the area of market coupling and balancing, as well as in connection with an electronic
trading platform for 3GRT. In this context, the Group generated revenue of €790.6 thousand in 2018.
As at 31 December 2018, receivables amounted to €180.4 thousand.
Deutsche Börse Group | Annual report 2018
The Board of Directors of LuxCSD S.A., Luxembourg, an associate from Deutsche Börse Group's per-
spective, comprises two members of management of fully consolidated subsidiaries who are maintaining
a key position within these subsidiaries of Deutsche Börse Group. There were business transactions with
Clearstream Banking S.A., Luxembourg, Clearstream Services S.A., Luxembourg, Clearstream Inter-
national S.A., Luxembourg, Clearstream Banking AG, Frankfurt/Main, Germany, and Deutsche Börse AG,
Frankfurt/Main, Germany, to LuxCSD S.A. Overall, revenue of €2,327.3 thousand as well as expenses
of €1,271.3 thousand were recognised for such contracts during the 2018 financial year.
1.2
-19.1
Management report
-1.5
Other
shareholdings
0
0
-18.5
0
0
0
Total sum of
business
transactions
12.6
0
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany, an associate of Deutsche
Börse Group. During the 2018 financial year, Deutsche Börse Group realised revenue of €3,746.8
thousand and incurred expenses of €16,629.7 thousand based on the business relationship with
Deutsche Börse Commodities GmbH.
11.2
A member of the Executive Board of Eurex Frankfurt AG holds a key position on the Supervisory Board
of PHINEO gAG, a non-profit entity based in Berlin, Germany, which was an associate from Deutsche
Börse Group's perspective until 4 July 2018. In the financial year 2018, expenses of €250.0 thousand
were incurred, representing a donation to this non-profit entity for the year 2017.
5,800
5,567
5,964
5,640
5,397
5,183
2017
There was an average of 5,397 full-time equivalent (FTE) employees during the year (2017: 5,183).
Please also refer to the "Employees" section in the combined management report.
There have been no material events after the balance sheet date.
34. 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 2019. The Supervisory Board is responsible for examining the
consolidated financial statements and stating whether it endorses them.
346
Two Executive Board members of Deutsche Börse AG are members of the Supervisory Board of China
Europe International AG, Frankfurt/Main, Germany, (CEINEX). This stock corporation is a jointly
established company of Shanghai Stock Exchange Ltd., Shanghai, China; China Financial Futures
Exchange, Shanghai, China; and Deutsche Börse AG. During the 2018 financial year, Deutsche Börse
Group realised revenue of €73.6 thousand and incurred expenses of €100.6 thousand based on the
business relationship with CEINEX.
Deutsche Börse Group | Annual report 2018
33. Events after the end of the reporting period
2018
Of the average number of employees during the year, 30 (2017: 31) were classified as Managing
Directors (excluding Executive Board members), 333 (2017: 335) as senior executives and 5,437
(2017: 5,201) as employees.
Employed at the reporting date
Other business relationships with key management personnel
Employees (average annual FTEs)
Selected executives of Deutsche Börse Group companies also hold a key management position within
the Clearstream Pension Fund, an "association d'épargne pension" (ASSEP) under Luxembourg law.
By means of cash contributions to this ASSEP, Clearstream International S.A., Clearstream Banking S.A.,
as well as Clearstream Services S.A., fund the defined benefit plan established in favour of their
Luxembourg employees.
345
Executive and Supervisory Boards
Management report
Deutsche Börse Group | Annual report 2018
Notes | Other disclosures
Further information
32. Employees
Employees
Average number of employees during the year
Financial statements
Canary Wharf
2nd Floor, Westferry House
3rd Floor, Westferry House
Canary Wharf
London
11 Westferry Circus
E14 4HE
United Kingdom
233 South Wacker Drive
11 Westferry Circus
London
Zug
United Kingdom
Luxembourg
The Square
42, Avenue JF Kennedy
L-1855 Luxembourg
Madrid
Theilerstrasse 1A
6300 Zug
Switzerland
North America
United Kingdom
Willis Tower
Chicago
E14 4HE
E14 4HE
Unter den Linden 36
1st Floor, Westferry House
Canary Wharf
Europe
Amsterdam
Suite 2450
Quarter Plaza
Transformatorweg 90
1014 AK Amsterdam
Netherlands
Berlin
Kurfürstendamm 119
10711 Berlin
Germany
10117 Berlin
Germany
Bern
Marktgasse 20
3011 Bern
Switzerland
Brussels
11-13, Rue d'Idalie
1050 Bruxelles
Belgium
Cork
2600 Cork Airport Business
Park
Kinsale Road
London
11 Westferry Circus
London
Chicago, IL 60606
USA
Cork
233 South Wacker Drive
103 Penang Road
#11-07 VisionCrest
Commercial
Singapore 238467
Republic of Singapore
Tokyo
27F, Marunouchi Kitaguchi
Building
1-6-5, Marunouchi
Chiyoda-ku
Tokyo 100-0005
Japan
Ireland
Eschborn
The Cube
Mergenthalerallee 61
65760 Eschborn
Germany
Postal address:
60485 Frankfurt/Main
Germany
Frankfurt/Main
Börsenplatz 4
60313 Frankfurt/Main
Germany
Deutsche Börse Group worldwide
Sandweg 94
Entry C
#56-01 Republic Plaza
Singapore 048619
Republic of Singapore
Willis Tower
9 Raffles Place
9 Raffles Place
Suite 2455
Chicago, IL 60606
USA
New York
1155 Avenue of the Americas,
19th floor
New York, NY 10036
USA
521 Fifth Avenue, 38th floor
New York, NY 10175
USA
Calle de la Tramontana, 2
28231 Las Rozas de Madrid
Spain
Milan
Asia
Via Monte di Pietà 21
20121 Milano MI
Italy
Oslo
Mumbai
Level 8, Vibgyor Towers
G Block, C-62,
Bandra Kurla Complex
Mumbai
India
Singapore
400 051
#55-01 Republic Plaza
Singapore 048619
Republic of Singapore
Further information | Deutsche Börse Group worldwide
Executive and Supervisory Boards
Financial statements
Notes
Financial statements
Management report
60316 Frankfurt/Main
Deutsche Börse Group | Annual report 2018
351
Deutsche Börse AG occasionally commissions external experts to assess tax matters.
The application of the local and international tax regulations and of tax relief is complex and associated
with risks. The calculation of tax provisions requires the company to exercise judgement in the
assessment of tax issues and to make estimates concerning tax risks. The result of these assessments is
dependent to a large extent on assumptions concerning the future interpretation of tax situations in the
course of tax audits and also on decisions of the tax authorities and courts on similar tax situations and
is therefore subject to discretion. Any additional tax expenses can have material impacts on the
statement of assets, liabilities and financial performance of Deutsche Börse AG. Therefore, the
identification and correct allocation of provisions for tax risks is of particular significance for the
consolidated financial statements.
Deutsche Börse AG operates in a variety of jurisdictions with different legal systems. The provisions for
tax risks amounted to EUR 334.8 million at 31 December 2018.
Further information | Independent Auditor's Report
THE FINANCIAL STATEMENT RISK
The valuation of provisions for tax risks
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated in
a balanced way and are within acceptable ranges.
OUR OBSERVATIONS
With the support of our valuation experts, we have assessed the valuation models used by the company
as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with relevant
peer group companies, and evaluated analyst reports on the market segments. We furthermore
appraised the reliability of the forecasts in previous years based on whether they occurred or not. Within
the scope of our own sensitivity analyses, we determined whether there would be a need for impairment
in the event of possible changes in the assumptions in realistic ranges.
OUR AUDIT APPROACH
Further information | Independent Auditor's Report
Notes
Financial statements
Management report
For the accounting policies applied as well as the assumptions used, please refer to note 3 (Summary of
key accounting policies) and note 10 (Income tax expense) in the notes to the consolidated financial
statements. Information on the tax provisions and risks can be found in note 26 (Financial liabilities and
other risks).
OUR AUDIT APPROACH
With the support of our employees specialising in local and international tax law, we appraised the tax
calculation, including the risk assessment, of Deutsche Börse AG. Where available, we have also
acknowledged the assessment of external experts engaged by the company. We held meetings with the
management as well as staff from the tax department in order to gain an understanding of the existing
tax risks. We have assessed the competence and the objectivity of external experts and evaluated the
documents they have produced.
Furthermore, we evaluated the correspondence with the competent tax authorities and assessed the
assumptions used to determine the tax provisions on the basis of our knowledge and experience of the
current application of the relevant legal regulations by the authorities and the courts.
Furthermore, management is responsible for the preparation of the combined management report that,
as a whole, provides an appropriate view of the Group's position and is, in all material respects,
consistent with the consolidated financial statements, complies with German legal requirements and
appropriately presents the opportunities and risks of future development. In addition, management is
responsible for such arrangements and measures (systems) as they have considered necessary to enable
the preparation of the combined management report that is in accordance with the applicable German
legal requirements and to be able to provide sufficient appropriate evidence for the assertions in the
combined management report.
In preparing the consolidated financial statements, management is responsible for assessing the Group's
ability to continue as a going concern. They also have the responsibility for disclosing, as applicable,
matters related to going concern. In addition, they are responsible for financial reporting based on the
going concern basis of accounting unless there is an intention to liquidate the Group or to cease
operations, or there is no realistic alternative but to do so.
Further information | Independent Auditor's Report
Notes
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
352
Management is responsible for the preparation of the consolidated financial statements that comply, in
all material respects, with IFRSS as adopted by the EU, and the additional requirements of German
commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in
compliance with these requirements, give a true and fair view of the assets, liabilities, financial position
and financial performance of the Group. In addition, management is responsible for such internal control
as they have determined necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
Responsibilities of Management and the Supervisory Board for the Consolidated Financial
Statements and Combined Management Report
▪ otherwise appears to be materially misstated.
■ materially inconsistent with the consolidated financial statements, with the combined management
report or our knowledge obtained in the audit, or
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information is
Our opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
▪ the remaining parts of the corporate report, with the exception of the audited consolidated financial
statements and combined management report and our auditor's report.
■the combined corporate governance statement and
Management is responsible for the other information. The other information comprises:
Other Information
The assumptions for determining the tax provisions are appropriate.
OUR OBSERVATIONS
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the
combined management report as a whole provides an appropriate view of the Group's position and, in
all material respects, is consistent with the consolidated financial statements and the knowledge
obtained in the audit, complies with the German legal requirements, and appropriately presents the
opportunities and risks of future development, as well as to issue an auditor's report that includes our
opinions on the consolidated financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German
Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der
Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements and this combined management report.
Other Legal and Regulatory Requirements
Further information pursuant to Article 10 of the EU Audit Regulation
We were elected as group auditors by the annual general meeting held on 16 May 2018. We were
engaged by the audit committee of the Supervisory Board on 4 September 2018. In compliance with the
transitional provisions of Article 41 Section 2 of the EU Audit Regulations, we have been engaged as
auditors of the consolidated financial statements of Deutsche Börse AG without interruption since the
2001 financial year.
We declare that the opinions expressed in this auditor's report are consistent with the additional report to
the audit committee pursuant to Article 11 of the EU Audit Regulation (long form audit report).
In addition to the consolidated financial statements, we audited the annual financial statements of
Deutsche Börse AG and carried out various annual audits of subsidiaries. The audits included reviews of
interim financial statements and project-related audits for the implementation of new accounting
standards. Other certification services relate to ISAE 3402 and ISAE 3000 reports, Comfort Letters and
statutory or contractual audits such as audits under the WpHG, KWG and other contractually agreed
assurance services.
Tax services include assistance in the preparation of tax returns, tax appraisals and advice on individual
matters, and tax advice related to the external audit. In addition, we have supported the implementation
of regulatory requirements with quality assurance.
German Public Auditor Responsible for the Engagement
The German Public Auditor responsible for the engagement is Klaus-Ulrich Pfeiffer.
Frankfurt am Main, 8 March 2019
KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
Leitz
[German Public Auditor]
Wirtschaftsprüfer
Pfeiffer
Wirtschaftsprüfer
[German Public Auditor]
355
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter.
Notes
Further information | Independent Auditor's Report
Financial statements
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements and the
combined management report, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
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Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Independent Auditor's Report
■ Obtain an understanding of the internal control system relevant to the audit of the consolidated
financial statements, and of arrangements and measures (systems) relevant to the audit of the
combined management report, in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems.
▪ Evaluate the appropriateness of accounting policies used by management and the reasonableness of
estimates made by management and related disclosures.
■ Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to
the related disclosures in the consolidated financial statements and in the combined management
report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are
based on the audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause the Group to cease to be able to continue as a going concern.
■ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position, and financial performance of the Group in compliance
with IFRSS as adopted by the EU and the additional requirements of German commercial law pursuant
to Section 315e (1) HGB.
■ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express opinions on the consolidated financial statements and
on the combined management report. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our opinions.
■ Evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with German law, and the view of the Group's position it provides.
■ Perform audit procedures on the prospective information presented by management in the combined
management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular
the significant assumptions used by management as a basis for the prospective information, and
evaluate the proper derivation of the prospective information from these assumptions. We do not
express a separate opinion on the prospective information and on the assumptions used as a basis.
There is a substantial unavoidable risk that future events will differ materially from the prospective
information.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence and, where applicable, the related
safeguards.
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Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report
Notes
Germany
Capital Markets Union
Grüneburgweg 16-18
H
Liquidity
A market situation in which a security can be bought or sold
rapidly, even in larger quantities, without substantially affecting
its price.
Listing
Quotation of a security or issuer on the exchange.
Hybrid bond
A subordinated corporate bond with both equity- and debt-like
features, a very long or unlimited maturity and a high coupon.
M
|
ICSD
International CSD
Interest-bearing gross debt/EBITDA ratio
Performance indicator used in Deutsche Börse Group's consoli-
dated balance sheet up to 2018. Deutsche Börse Group's target
ratio was set at a maximum of 1.5 in order to maintain the
AA rating at Group level.
Interest coverage ratio
A performance indicator showing the ratio of EBITDA to interest
expenses from financing activities. Until 2018, Deutsche Börse
Group aimed for a minimum interest coverage ratio of 16 at Group
level in order to maintain its AA rating. The target for the Clear-
stream subgroup was at least 25. As from 2019, the method of
calculating this indicator has been adjusted in line with a new
methodology from S&P Global Ratings; the new minimum target
ratio is 14.
Interest rate swaps
The exchange of fixed interest rates and floating rates payable
based on identical principal amounts in the same currency.
IPO
Initial public offering. An IPO is when a company first offers its
shares for sale to the general public.
Margin
Collateral requirements determined by a ☑CCP for all types of
transactions for which it acts as a central counterparty, used
A US FX trading platform for off-exchange transactions. GTX ECN
has been part of Deutsche Börse Group's 360T (foreign exchange)
segment since 2018.
to cover risk from open positions in case a participant defaults.
GTX ECN
G
EBITDA
Earnings before interest, tax, depreciation, amortisation and im-
pairment losses. Deutsche Börse Group's operating profit, consist-
ing of the difference between ☑ net revenue and ☑ operating costs.
EMIR/EMIR review
European Market Infrastructure Regulation. EMIR regulates ☑OTC
derivatives, CCPs and trade repositories; it aims to improve
security and integrity on the OTC derivatives market by promoting
transparency and reducing risk. Among other things, it does this
by introducing a clearing obligation for eligible OTC derivatives
and measures to reduce counterparty credit risk and operational
risk for OTC derivatives not cleared via CCPs, plus disclosure
requirements for all derivatives. EMIR also establishes general
requirements for CCPs and trade repositories. The EMIR review
proposals that were published in the summer of 2017 aim to
improve efficiency on the one hand and to ensure the security and
stability of the financial markets after Brexit on the other.
ESG criteria
ESG = environment, social, governance. The composition of
ESG indices reflects these three selection criteria.
ETF
Exchange-traded fund. A mutual fund with an 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.
ETP
Exchange-traded product. ETPs comprise exchange-traded
commodities (ETCs) and exchange-traded notes (ETNs).
F
Free funds from operations (FFO)/net debt ratio
Performance indicator used in Deutsche Börse Group's consolidated
balance sheet as from 2019. FFO are calculated by deducting
interest and tax expenses from EBITDA, and adjusting the figure
for operating leases and unfunded pension obligations. Deutsche
Börse Group's target ratio is at least 50 per cent; this is the figure
needed to achieve the minimal financial risk profile required for
an AA rating under the S&P Global Ratings methodology.
FX
Foreign exchange.
358
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
Further information | Glossary
L
E
MiFID
MiFID II
EU regulation on key information documents (KIDS) for packaged
retail and insurance-based investment products (PRIIPs). The
regulation requires PRIIPs manufacturers to publish KIDS on their
products in order to establish a common standard of information
to be provided to retail investors across the EU.
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® orTecDAX®.
Q
QE
Quantitative easing. In March 2015, the European Central Bank
(ECB) launched a programme to purchase sovereign bonds and
other securities. The aim was to further boost market liquidity
and to fend off deflation by increasing the money supply. The ECB
discontinued its QE programme in December 2018.
O
R
Operating costs
Personnel costs plus other operating expenses. Depreciation,
amortisation, and impairment losses are presented separately
from operating costs in order to ensure transparent reporting
of costs and earnings, and to increase comparability with
competitors. Deutsche Börse Group uses operating costs (and
net revenue) to manage its EBITDA.
OTC
Over the counter, off-exchange. Describes transactions between
two or more trading parties that are not executed on a regulated
market.
OTC clearing
The name given to the ☑ clearing of transactions that are not
executed on a regulated market.
Regulatory Reporting Hub
Deutsche Börse Group's platform for reporting solutions. The Hub
enables sell-side and buy-side institutions, corporates and trading
venues, to efficiently meet their current and future regulatory
obligations. It supports clients in reporting to all relevant national
competent authorities across Europe and in fulfilling transparency
requirements.
Repo
Short for "repurchase agreement". An agreement between the
buyer and the seller of a security in which the seller promises
to buy back the security on a specified date. Repos are typically
used by banks as a temporary source of liquid funds.
Return on equity (ROE)
The ratio of net profit for the period attributable to Deutsche
Börse AG shareholders to the average equity available to Deutsche
Börse Group in a fiscal year. This measure is used to determine
the yield generated by the equity deployed.
360
PRIIPS
Markets in Financial Instruments Directive. This EU directive
establishes a regulatory framework for the provision of investment
services in connection with financial instruments (such as broker-
age, advice, dealing, portfolio management, underwriting). It
applies to banks, investment firms and the operators of regulated
markets (e.g. stock exchanges). The objective is to promote the
integration, competitiveness and efficiency of the EU's financial
markets.
The period until the cost of an investment or an asset is covered
by the income generated with it. This measure is used in financial
assessment to prioritise and manage projects.
US derivatives exchange providing price, credit and liquidity risk
management to participants in the North American energy
markets. Nodal Exchange belongs to Deutsche Börse Group's EEX
(commodities) segment.
The revision of the Markets in Financial Instruments Directive
(MiFID). The revised directive came into effect in January 2018. It
sets out the rules governing the authorisation and activities of in-
vestment firms in particular for so-called market makers
(liquidity providers) and participants in algorithmic trading - and
regulated trading venues, along with precautionary measures for
specifying and supervising position limits for commodities deriva-
tives and the requirements to be met by data reporting services.
MiFIR
Markets in Financial Instruments Regulation. A supplementary
EU regulation to MiFID II that has been in effect since January 2018.
Its comprehensive reporting obligations are designed to increase
transparency on the stock, bond and derivatives markets and
close loopholes in off-exchange transactions. The introduction of
mandatory on-venue trading for shares and derivatives ensures
that a larger number of transactions will be executed on regulated
trading venues. The new regulations also cover the accessibility
of CCPs, trading venues and benchmarks as well as provisions
governing the activities of companies from third countries.
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Deutsche Börse Group | Annual report 2018
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Management report
Financial statements
Notes
Further information | Glossary
N
P
Net debt/EBITDA ratio
Performance indicator used in Deutsche Börse Group's consolidated
balance sheet as from 2019. The Group's target ratio is a maxi-
mum of 1.75; this is the figure needed to achieve the minimal
financial risk profile required for an AA rating under the S&P
Global Ratings methodology.
Net present value (NPV)
The present (discounted) value of future payments. This measure
is used in financial assessments to prioritise and manage projects.
Net profit for the period attributable to
shareholders of Deutsche Börse AG
The profit generated within a certain period that is attributable
to shareholders; this measure is used to manage the results of
operations.
Net revenue
Revenue plus net interest income from banking business and
other operating income, less volume-related costs. Deutsche
Börse Group uses net revenue (and operating costs) to manage
its EBITDA.
Nodal Exchange
Payback period
Westend Carrée
Platform for bringing together young innovative growth companies
in the pre-IPO sector and international investors.
Regular and ad hoc downward adjustments to the carrying amounts
of intangible assets and property, plant and equipment. These
are presented separately from ☑operating costs in order to ensure
transparent reporting of costs and earnings, and to increase
comparability with competitors.
Financial Centre
Liberty House
Level 8, App. 810C
P.O. Box: 482036
Dubai
United Arab Emirates
Hong Kong
2904-7, 29/F, Man Yee Build-
ing
68 Des Voeux Road, Central
Hong Kong
For more information on our
addresses please visit
www.deutsche-boerse.com/
addresses
356
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
Further information | Glossary
Glossary
B
United Arab Emirates
Benchmarks Regulation
Conrad Tower Building
Level 10, Unit 1006
Sheikh Zayed Road
P.O. Box: 27250
Dubai
1 Jianguomenwai Avenue
Chaoyang District
100004 Peking
P.R. China
60322 Frankfurt/Main
Germany
Leipzig
Augustusplatz 9
04109 Leipzig
Germany
Filipstad Brygge 1
0252 Oslo
Norway
Paris
5, boulevard Montmartre
75002 Paris
France
17, rue de Surène
75008 Paris
France
Prague
Futurama Business Park
Building B
Sokolovská 662/136b
18600 Praha 8
Czech Republic
Vienna
Mayerhofgasse 1/19
1040 Wien
Austria
Beijing
Unit 01-03, 23rd floor
China World Tower B
Dubai
Deutsche Börse Venture NetworkⓇ
An EU regulation on indices that are used as references for
financial instruments and financial contracts. The Benchmarks
Regulation came into force on 1 January 2018. Under its transi-
tional provisions, benchmark administrators from both EU and
non-EU countries must obtain authorised or registered status by
1 January 2020.
A blockchain/a distributed ledger is a public, distributed set of
digital data. Originally developed as the technological basis for
the virtual currency bitcoin, blockchain technology can be used to
facilitate direct user-to-user transactions during digital payments
processing and e-commerce.
In December 2017, the Basel Committee on Banking Supervision
(BCBS) adopted and published measures to finalise the Basel III
regulatory framework. These regulations, as well as presumably the
subsequently resolved regulations on market risks and exposures
to public-sector entities, will be incorporated and implemented
in the new CRD VI/CRR III package. The corresponding draft law
of the EU Commission is expected to be published at the beginning
of 2020.
357
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
Further information | Glossary
Cross-margining
Procedure for determining the ☑margin requirement for an inte-
grated portfolio. Risk positions in a portfolio (on-exchange and
OTC positions) are modelled together to yield a single value that
is used as the basis for determining the margin requirement.
The offsetting procedure serves to reduce the margin requirement.
CSD
Central securities depository. Clearstream Banking AG acts among
other things as the officially recognised German central securities
depository under the Depotgesetz (German Safe Custody Act).
In this function, it offers a wide range of post-trade services for
securities issued in Germany and other countries.
CSDR
Central Securities Depository Regulation. The CSDR aims to
harmonise the securities ☑ settlement systems and supervisory
rules for CSDs in Europe.
Custody
The safekeeping and administration of securities. A custody
account (similar to an account for monetary transactions) is
established for each customer. The custody account information
includes details of the types, nominal amounts or quantities,
and numbers etc. of the securities held, as well as the name and
address of the account holder.
D
DB1 Ventures
Deutsche Börse Group's corporate venture capital arm. DB1
Ventures' goal is to provide capital to pioneering financial services
companies so as to enable them to develop their ideas and create
growth. The focus is on early- to growth-stage fintech businesses.
Depreciation, amortisation and impairment losses
CRD VI/CRR III
Blockchain/distributed ledger technology
Amendments to the Capital Requirements Directive IV and Capital
Requirements Regulation (CRD IV/CRR) proposed by the European
Commission. The proposals concern the minimum requirements
for equity and eligible liabilities (MREL) and the total loss-absorbing
capacity (TLAC); they also involve amendments to the EU Bank
Recovery and Resolution Directive (BRRD) and the related regulation.
The draft legislation will probably be finalised in the first quarter
of 2019; the related requirements are not expected to come into
force before the beginning of 2021.
A debt security with a short or medium term (mostly less than one
year) traded on the money market and sold by highly creditworthy
issuers to finance their short-term capital requirements.
Brexit
The decision by the United Kingdom to leave the European Union.
This will have far-reaching consequences for the financial markets
and their participants. Deutsche Börse Group's overriding aim is
to ensure secure, competitive markets. In line with this, the Group
is in continuous close contact with clients, the supervisory author-
ities and associations.
C
C7
Deutsche Börse Group's IT architecture for clearing exchange-
traded and OTC products (both for derivatives and for the spot
market). C7® is part of the Group's 7 Market Technology® series.
Capital Markets Union
The Capital Markets Union (CMU) is a European Commission
initiative. Its main aim is to promote economic growth in the
EU by strengthening the role of the capital markets and enhancing
financial market integration.
Cash flows from operating activities
Total cash inflows and outflows arising in the course of operating
business. Cash flows from operating activities are Deutsche Börse
Group's primary source of finance and are reported both before
and after the changes in receivables and liabilities from CCP posi-
tions, since the latter vary widely depending on the reporting
date and the informative value of this indicator is therefore limited.
Cash pool
A master account used to bundle excess liquidity within affiliated
companies, to the extent permitted by the regulatory and legal
framework.
CCP
Central counterparty; also: clearing house. An institution that
interposes itself between trading partners as the legal buyer or
seller after a transaction has been entered into, facilitating netting,
minimising counterparty default risk ( margin and collateral) and
carrying out all steps necessary for final clearing.
Clearing
The netting (offsetting of buy and sell positions) of receivables
and liabilities arising from securities and derivatives transactions.
The goal is to facilitate efficient risk management by reducing
risk positions. Clearing is also used to determine the bilateral net
debt of buyers and sellers. Central clearing is performed via a
CCP such as Eurex Clearing AG.
Clearstream Funds Centre Ltd.
Swisscanto Funds Centre Ltd.
CMU
The supervisory board is responsible for overseeing the Group's financial reporting process for the
preparation of the consolidated financial statements and of the combined management report.
Collateral
Collateral, in particular in the form of cash or securities such as
equities or bonds, is posted in order to meet specified collateral
requirements (margin). This process is known as collateralisation.
Commercial paper
CRD V/CRR II
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and
the Combined Management Report
Financial reporting system
Swisscanto Funds Centre Ltd.
Swisscanto Funds Centre Ltd. operates the Swisscanto Fund Desk
at Zürcher Kantonalbank, which offers banks a one-stop fund
trading platform featuring straightforward order placement and
settlement, as well as custody services. Swisscanto Funds Centre
Ltd. has been part of Deutsche Börse Group's IFS (investment
fund services) segment since 2018. The company was renamed
Clearstream Funds Centre Ltd. on 2 November 2018.
Stress tests are carried out in order to simulate extreme, yet plau-
sible, events for all material types of risk. Using both hypothetical
and historical scenarios, they simulate the occurrence of extreme
losses, or an accumulation of large losses, within a single year.
Stress test
The completion of an exchange transaction, i.e. the transfer of the
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.
Settlement
Transfer of securities by a lender in return for a fee - and usually
also against collateral on condition that the borrower returns
securities of the same kind, quality and amount to the lender at
the end of a fixed term.
Securities lending
A segment of Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt
Stock Exchange), designed to enhance access to investors
and growth capital for small and medium-sized companies.
Scale
S
TARGET2-Securities. ECB-operated platform for securities settle-
ment in central bank money, which allows banks to reduce
cross-border settlement costs and pool collateral. Clearstream
migrated to T2S in February 2017. "TARGET" is short for "Trans-
European Automated Real-Time Gross Settlement Express
Transfer System".
T2S
T
Deutsche Börse Group's growth strategy, which was unveiled in
May 2018. Roadmap 2020 focuses on three strategic initiatives:
organic growth, targeted acquisitions and investments in inno-
vative technologies. It aims to consolidate and further expand
Deutsche Börse's position as a leading European financial markets
infrastructure provider with ambitions for global growth.
Roadmap 2020
Notes
Financial statements
Management report
Executive and Supervisory Boards | The Executive Board
Deutsche Börse Group | Annual report 2018
Publication date
15 March 2019
The German version of this report is legally binding.
The company cannot be held responsible for any misunder-
standing or misinterpretation arising from this translation.
Reproduction in total or in part only with the written
permission of the publisher
We would like to thank all colleagues and service providers
who participated in the compilation of this report for their
friendly support.
Publications service
T7
IT architecture used for Deutsche Börse Group's trading systems
(Eurex® Exchange, Xetra®, the European Energy Exchange and
to some extent also 360T®). It is also used at other exchanges such
as BSE (formerly known as the Bombay Stock Exchange) and
Helsinki Stock Exchange. T7 is part of the Group's 7 Market Tech-
nology® series.
Tangible equity
Equity less intangible assets, a performance indicator used by
Deutsche Börse Group; the figure at Group level should be
positive. Tangible equity should not fall below €700 million at
Clearstream International S.A. or €400 million at Clearstream
Banking S.A., since in Deutsche Börse Group's opinion, compli-
ance with these figures is compatible with an AA rating.
and Theodor Weimer, group picture Executive Board)
Jörg Baumann (Title).
Thorsten Jansen (Portraits Joachim Faber
Photographs
HGB Hamburger Geschäftsberichte GmbH & Co, Hamburg
Deutsche Börse AG, Frankfurt/Main
Concept and layout
www.deutsche-boerse.com
Germany
60485 Frankfurt/Main
Deutsche Börse AG
Published by
Acknowledgement
The annual report 2018 is both available in German and English.
Further information | Acknowledgement | Contact | Registered trademarks
Financial statements
Management report
Executive and Supervisory Boards | The Executive Board
Deutsche Börse Group | Annual report 2018
361
Measure of the extent to which the price of a security or an index
fluctuates around a mean value during a certain period of time.
Volatility
Volatility index indicating the fluctuations in the DAX® index
expected in the derivatives market (implied volatility).
VDAX®
V
The liquidity level that should be maintained at all times.
At Deutsche Börse Group, target liquidity is approximately
€150 million to €250 million; this corresponds roughly to the
operating costs for one quarter.
Target liquidity
Notes
Order numbers
Further information | Glossary
1010-4834 (English annual report)
Further information | About this report
About this report
Deutsche Börse Group's 2018 Annual Report not only documents what
happened in fiscal year 2018, but also provides a solid summary of
how the company defines and is implementing key action areas for its
sustainability profile. In addition, our ☑overview of key sustainability
aspects shows how Deutsche Börse Group is helping achieve the associ-
ated UN Sustainable Development Goals (SDGs).
Our reporting of sustainability information and key performance indicators
complies with the Global Reporting Initiative (GRI) Standards (Core option).
A comprehensive overview of all GRI indicators (GRI index) can be found at
www.deutsche-boerse.com > Sustainability > Reporting > GRI
Principles of sustainability reporting
Our aim in our sustainability reporting is to achieve the highest possible
degree of clarity and transparency. The combined management report
contains a separate section with a combined non-financial statement in
accordance with sections 289b and 315b of the Handelsgesetzbuch
(HGB, German Commercial Code). In line with this, the non-financial facts
and figures published in it generally refer to Deutsche Börse Group as a
whole. Where the information on Deutsche Börse AG differs from that on
Deutsche Börse Group this is specifically mentioned. In addition, topics
that are specific to certain locations and locally managed sustainability
activities are identified as such.
Verification of non-financial key performance indicators
KPMG AG Wirtschaftsprüfungsgesellschaft, an independent external auditor,
reviewed the content of the combined non-financial statement. The inde-
pendent audit opinion on the content of the combined non-financial statement
can be found in KPMG's auditor's report on Deutsche Börse AG's (con-
solidated) financial statements and combined management report as at
31 December 2018. This is reproduced on ☑ page 348 of this annual report.
The separate limited assurance review opinion on all sustainability infor-
mation contained in the GRI index can be accessed online at www.
deutsche-boerse.com > Sustainability > Reporting > Annual report.
1000-4833 (German annual report)
Financial calendar
29 April 2019
Notes
Publication Q1/2019 results
Annual General Meeting
22 May 2019
Investor Day
24 July 2019
Publication half-yearly financial report 2019
28 October 2019
Publication Q3/2019 results
Deutsche Börse AG
60485 Frankfurt/Main
Germany
www.deutsche-boerse.com
Combined management report, consolidated financial statements
and notes produced in-house using firesys and SmartNotes.
8 May 2019
Financial statements
363
Executive and Supervisory Boards | The Executive Board
Contact
Management report
E-mail
Phone
ir@deutsche-boerse.com
Fax
+49 (0) 69-2 11-1 16 70
+49 (0) 69-2 11-1 46 08
☑www.deutsche-boerse.com/ir_e
Group Sustainability
E-mail
Phone
Fax
group-sustainability@deutsche-boerse.com
+49 (0) 69-2 11-1 42 26
+49 (0) 69-2 11-61 42 26
www.deutsche-boerse.com/sustainability
Investor Relations
E-mail
Group Communications & Marketing
362
www.deutsche-boerse.com/annual_report
The annual report 2018 of Deutsche Börse Group is available as
pdf on the internet:
C7®, DAX®, Deutsche Börse Venture NetworkⓇ, ERS®, Eurex®,
Eurex Bonds®, Eurex Clearing Prisma®, Eurex Repo®, F7®, FWBⓇ,
GC Pooling®, M7®, MDAX®, ÖkoDAX®, SDAX®, T7®, TecDAX®,
VDAX®, Vestima®, XetraⓇ and Xetra-Gold® are registered trade-
marks of Deutsche Börse AG. 360T® is a registered trademark of
360 Treasury Systems AG. EURO STOXX®, EURO STOXX 50®,
iSTOXX® and STOXX® Europe 600 Financials are registered trade-
marks of STOXX Ltd. TRADEGATE® is a registered trademark of
Tradegate AG Wertpapierhandelsbank.
Deutsche Börse Group | Annual report 2018
+49 (0) 69-2 11-1 49 84
+49 (0) 69-2 11-61 49 84
corporate.report@deutsche-boerse.com
Fax
Phone
Registered trademarks
Financial statements
Notes
Disclosures in accordance with sections 289a (1) and 315a (1) of the HGB and notes
In accordance with sections 289a (1) and 315a (1) of the Handelsgesetzbuch (HGB, German
Commercial Code), Deutsche Börse AG hereby makes the following disclosures as at 31 December 2018:
Further infomation
The processes, systems and controls described above aim to provide reasonable assurance that the
accounting system complies with the applicable principles and laws. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls on
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 with respect to the
financial reporting process.
As a service provider, Deutsche Börse Group does not engage in research and development activities
comparable to those of manufacturing companies. As a result, this combined management report does
not contain a detailed research and development report. However, Deutsche Börse does develop and
operate its own trading and clearing systems, as well as systems solutions designed to achieve its struc-
tural growth objectives. The company constantly works to maintain and enhance the technological
leadership and stability of its electronic systems in the interests of its customers and the systemic stabi-
lity of the financial markets. During the years 2014 to 2018, Deutsche Börse therefore significantly
overhauled its trading and clearing technology, which go by the trade names T7Ⓡ and C7Ⓡ. During the
reporting period, the T7 trading technology was rolled out on the US Nodal Exchange, which has been
a part of Deutsche Börse Group since May 2017. Other technically challenging projects of the past
financial year include the implementation of the increasing reporting obligations according to EMIR and
MiFID II, as well as the introduction of the pan-European intraday power market (XBID) and the clearing
functionality for FX trading.
In 2018, research and development expenses amounted to €130.8 million (2017: €154.4 million);
of this figure, approximately 61 per cent (2017: 56 per cent) was attributable to development costs that
were capitalised as internally developed software. Accordingly, research and development costs amount-
ed to 5 per cent of net revenue (2017: 6 per cent). In addition, €36.8 million of capitalised develop-
ment costs were amortised in 2018. Details can be found in the ☑notes 7 and 24 to the consolidated
financial statements.
Further details of product and services development activities can be found in the ☑report on opportuni-
ties and the report on expected developments.
Takeover-related disclosures
Management report | Fundamental information about the Group
Research and development activities
Executive and Supervisory Boards
In order to maintain consistent and continuous accounting processes, FA&C provides regularly updated
accounting manuals as well as guidelines and work instructions for the material accounting processes
as part of the preparation of the annual financial statements and consolidated financial statements of
Deutsche Börse AG. All FA&C employees have access to this documentation, accounting manuals and
account allocation guidelines, allowing them to obtain information on the management judgements
and accounting options exercised by Deutsche Börse Group.
37
Major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the same
system. Accounting data from the other companies is uploaded for inclusion in the consolidated finan-
cial statements. Liabilities, expenses and income for individual transactions are recorded in separate
accounts under the name of the counterparty concerned. Any consolidation differences are reviewed
centrally and sent to the accounting departments of the companies concerned for clarification.
Another key feature of the ICS is the principle of the separation of functions: tasks and responsibilities
are clearly defined and allocated within the organisation. Incompatible tasks – such as modifying master
data on the one hand and issuing payment instructions on the other - are strictly segregated at a func-
tional level. An independent control unit grants individual employees access rights to the accounting sys-
tem and continuously monitors these permissions using a so-called incompatibility matrix. Transactions
are initially recorded in the general ledger or the appropriate sub ledgers on the basis of the chart of
accounts and the account allocation guidelines.
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting
environment and adjusts its processes in line with them. This applies in particular to national and
international accounting standards.
The purpose of the accounting-related ICS is to ensure orderly accounting practices. The central Finan-
cial Accounting and Controlling (FA&C) division, together with decentralised units acting on the require-
ments set out by FA&C, are responsible for preparing the accounts at Deutsche Börse AG and its consoli-
dated subsidiaries. Group Tax is responsible for determining tax items within the scope of the account-
ting; the relevant department heads are responsible for the related processes, including effective security
and control measures. The goal is to ensure that risks in the accounting process are identified early on
so that remedial action can be taken in good time.
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises rules to
manage the company's activities as well as guidelines defining how compliance with these rules is mon-
itored. Monitoring tasks are implemented through process-integrated measures (such as organisational
safeguards and controls) as well as through process-independent measures. All business divisions are
responsible that Group-wide ICS requirements are met in their respective areas of responsibility.
Internal control system as part of the financial reporting process
Details concerning the non-financial performance indicators used by Deutsche Börse Group are outlined
in the "Combined non-financial statement" section.
Further infomation
Notes
Financial statements
The share capital of Deutsche Börse AG amounted to €190.0 million on the above-mentioned reporting
date and was composed of 190 million no-par value registered shares. There are no other classes of
shares besides these ordinary shares.
Deutsche Börse Group | Annual report 2018
The share capital has been contingently increased by up to €19.3 million by issuing up to 19.3 million
no-par value registered shares (contingent capital 2014). The contingent capital increase will be
implemented only to the extent that holders of convertible bonds or warrants attaching to bonds with war-
rants issued by the company or a Group company in the period until 14 May 2019 on the basis of the
authorisation granted to the Executive Board in accordance with the resolution of the Annual General
Meeting on 15 May 2014 on item 5 (a) of the agenda exercise their conversion or option rights, that
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Management report | Fundamental information about the Group
40
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 rea-
sons that are held by the company or attributed 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 16 May 2019 and may be exercised by the company in full or in part on one or
more occasions. 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) using derivatives (put options, call options, forward
purchases or a combination of put options, call options and forward purchases). 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
held on 17 May 2017.
Furthermore, the Executive Board is 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 16 May 2022, subject to the approval
of the Supervisory Board, by issuing new no-par value registered shares against cash and/or non-
cash contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless
the Executive Board makes use of the authorisation granted to it to disapply such rights, subject to
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. However,
according to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights
if the total number of shares that are issued during the term of the authorisation and that exclude
shareholders' pre-emptive rights does not exceed 20 per cent of the share capital. Full authorisation
is derived from Article 4 (6) of the Articles of Association of Deutsche Börse AG.
In addition, the Executive Board is authorised to increase the share capital by up to a total of €38.6 mil-
lion on one or more occasions in the period up to 12 May 2020, subject to the approval of the Super-
visory Board, by issuing new no-par value registered shares in exchange for cash contributions (author-
ised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can ex-
clude, subject to the approval of the Supervisory Board, only for fractional amounts. However, according
to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total
number of shares that are issued during the term of authorisation and that exclude shareholders' pre-
emptive rights does not exceed 20 per cent of the share capital. The exact content of this authorisation
is derived from Article 4 (5) of the Articles of Association of Deutsche Börse AG.
exceed 10 per cent of the share capital; (ii) in the case of physical capital increases in exchange for non-
cash contributions for the purpose of acquiring companies, parts of companies, interests in companies,
or other assets; or (iii) with respect to fractional amounts. However, according to the authorisation, the
Executive Board may only exclude shareholders' pre-emptive rights if the total number of shares that are
issued during the term of authorisation and that exclude shareholders' pre-emptive rights does not
exceed 20 per cent of the share capital. The full authorisation, and particularly the conditions under
which shareholders' pre-emptive rights can be disapplied, is derived from Article 4 (4) of the Articles of
Association of Deutsche Börse AG.
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
38
39
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €13.3 million on one or more occasions in the period up to 10 May 2021
by issuing new no-par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to the approval
of the Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect
to fractional amounts. However, according to the authorisation, the Executive Board may only exclude
shareholders' pre-emptive rights if the total number of shares that are issued during the term of the
authorisation and that exclude shareholders' pre-emptive rights does not exceed 20 per cent of the share
capital. Full authorisation, and particularly the conditions under which shareholders' pre-emptive rights
can be excluded, is derived from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85 of
the AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. 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 to the wording only. In accordance with Article 18 (1) of the Articles of Association of
Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple majority of the
votes cast, unless otherwise mandated by the AktG. Insofar as the AktG additionally prescribes a
majority of the share capital represented at the time of a resolution, a simple majority of the share capital
represented is sufficient where this is legally permissible.
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.
There are no shares with special rights granting the holder supervisory powers.
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding 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 Finanz-
dienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold
for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or indirect
equity interests in its capital exceeding 10 per cent of the voting rights.
The Executive Board is only aware of limitations to voting rights that result from the Aktiengesetz
(AktG, German Stock Corporation Act), according to which voting rights arising from shares affected
by section 136 of the AktG may not be exercised. Furthermore, shares held by Deutsche Börse AG as
treasury shares are exempted from the exercise of any rights according to section 71b of the AktG.
they meet their conversion or option obligations, or that shares are tendered, and no other means are
used to settle such rights or obligations. More details can be found in Article 4 (7) of the Articles of
Association of Deutsche Börse AG.
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
The Executive Board is also authorised to increase the share capital by up to a total of €19.3 million on
one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). 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 exclude shareholders' pre-emptive rights: (i) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the prevailing exchange
price, and the total number of shares issued under exclusion of shareholders' pre-emptive rights does not
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
36
Regulatory
Implementa-
Strategy &
Controls
Pre-IPO &
Capital
Markets
Business
Analytics &
Strategy
Strategy
Energy
IFS IT
Investor
Relations
Regulatory
Group
& Partner
Markets
Marketing
Officer
Cash Market
Sales
Compliance
Data IT
GFF IT
tion
Clearstream
Global Ops.
Group Audit
Treasury
Human
Resources
Organisational
Innovation
Asset Servicing
Group
Global RM,
Sales &
Services
Digitisation/
Platforms
European
Energy
Exchange
(EEX)
Chief
IT
Derivatives &
Cash Trading
Chief Risk
Officer
Group Legal
Market Data +
Services
Community
Development
FX/360T
Risk IT
Digital
Workplace
Office of the
CTO
Operational
Development &
Cash Market
Leadership structure of Deutsche Börse Group as of 1 February 2019
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
31
Group Executive Board
Technological transformation and digitalisation are key issues expedited by this division. The
“Leadership structure of Deutsche Börse Group as at 1 February 2019" chart gives an overview of
Deutsche Börse Group's current organisational structure.
Organisational structure
The Executive Board is responsible for the management of the company; the Chief Executive Officer
(CEO) coordinates the activities of the Executive Board members. During the financial year 2018, the
Executive Board of Deutsche Börse AG had five members until the end of June. Since the retirement of
Jeffrey Tessler and the appointments of Thomas Book and Stephan Leithner at the beginning of July, the
Executive Board has counted six members. Andreas Preuß retired from the Executive Board with effect
from 31 October 2018. He was succeeded by Christoph Böhm on 1 November 2018. The remuneration
system and the remuneration paid to the individual members of the Executive Board are described in
detail in the remuneration report.
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 pre-
pared by the Executive Board. Members of the Supervisory Board are appointed for a period of three
years, although the Annual General Meeting may determine a shorter term of office when electing mem-
bers. Since staffing numbers at Deutsche Börse AG in Germany have surpassed the threshold of 2,000
employees, the Supervisory Board must be composed in accordance with the provisions of the Mit-
bestimmungsgesetz (German Co-determination Act). Since the 2018 Annual General Meeting, Deutsche
Börse AG's Supervisory Board has consisted of eight shareholder representatives and eight employee
representatives. This increase accounted for the growing demands placed upon Supervisory Board mem-
bers in connection with the growth of the company and the Group, particularly with regard to diversity
and internationalisation of Supervisory Board work. Previously, the Supervisory Board had been com-
prised of twelve members: eight shareholder representatives and four employee representatives. Further
details are described in the ☑“Combined corporate governance statement and corporate governance
report" section.
The Annual General Meeting rules on the appropriation of the unappropriated surplus, appoints the
shareholder representatives on the Supervisory Board and approves the actions of the Executive Board
and the Supervisory Board. In addition, it rules on corporate actions and other matters governed by the
Aktiengesetz (AktG, German Stock Corporation Act).
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
The Chief Executive Officer (CEO) is, among other things, responsible for the Group's strategy and M&A
activities, communication, the area of Group Legal & Regulatory Affairs and Group Audit. The portfolio
of the Chief Financial Officer (CFO) includes, amongst other things, financial reporting and controlling,
risk management, compliance and investor relations. The Trading & Clearing division bundles derivatives
trading and the clearing houses of Deutsche Börse Group. The electronic foreign-exchange trading
platform 360TⓇ, as well as EEX group, also belong to this division. The Post-Trading, Data & Index
division includes Clearstream's settlement and custody business, the reporting segments IFS (Investment
Fund Services) and GSF (Collateral Management), as well as the index and data business. Deutsche Börse
Group's cash market businesses – comprising the trading venues Xetra®, the Frankfurt Stock Exchange,
and the certificates and warrants business - are allocated to the Cash Market, Pre-IPO & Growth Financing
division. The division is also responsible for the build-up of a pre-IPO market and tools for growth
financing. Human Resources completes this area of responsibility. The Chief Information Officer's/Chief
Operating Officer's division combines Deutsche Börse Group's IT activities and market operations.
Clearstream
Products
CEO
T. Weimer
Derivatives
Markets
Trading
Controlling
Corporate
Systems
Market
Operations
Financial
Accounting &
cations &
Group
Communi-
Chief of Staff
CFO
Acquisitions/
S. Leithner
Data & Index
Post-Trading,
H. Stars
Cash Market,
Pre-IPO & Growth
Financing
Trading &
Clearing
T. Book
CIO/COO
C. Böhm
G. Pottmeyer
Group Strategy/
Mergers &
Services
Compensation
Officer
IT
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
34
it. It is committed to fulfilling this role both in Germany and in its international locations. It systemati-
cally bases its actions on local requirements and, as a good corporate citizen, takes part in long-term
cooperative initiatives aimed at strengthening structures in the non-profit sector.
In 2016, Deutsche Börse established a Group Sustainability Board to continuously develop the
Group-wide sustainability strategy along the entire value chain and advise the Executive Board on
sustainability issues. The Board convenes twice a year; in 2018, its members comprised 15 repre-
sentatives of the Executive Board divisions, plus the Head of Group Sustainability. Due to the 2018
restructuring of the Executive Board divisions, the Board met only once in the year under review.
Increasing public awareness. The Group is part of civil society and as such has a responsibility towards
to conserveing resources. It enhances its commitment to sustainability and related reporting on an
■
▪ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
corporate activities are conducted responsibly and with a view to the future. In addition, the Group
pursues a sustainable human resources policy and is committed to the environment and hence
"
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process and something that the company is working constantly to enhance. In this context, providing
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with customers and the general public alike.
Deutsche Börse Group's objectives and strategies include discharging its corporate responsibility holistically.
In line with this, its management approach is guided by three action-based principles that aim to sustaina-
bly strengthen and preserve the value added to the economy and to society by Deutsche Börse Group:
Management approach for a Group-wide commitment to sustainability
Deutsche Börse Group is committed to maintaining transparent, reliable and liquid financial markets;
although it cannot affect how the volume drivers for these markets, i.e. cyclical factors, develop. How-
ever, the Group is able to influence the other factors to some extent or to control them in full; for
instance, it can lobby for a favourable legal framework for the financial markets, or it can develop
products and services to support customer business. This also enables it to reduce dependence on those
factors beyond its control.
ongoing basis in order to establish itself as a long-term role model on the market.
■ The effect of macroeconomic conditions on the financial markets: e.g. greater stock market volatility
typically leads to higher levels of trading in the cash and derivatives markets, and rising interest rates
drive higher net interest income and trading volumes of interest rate derivatives.
Internal management
Deutsche Börse Group's internal management system is based on key performance indicators taken from
the consolidated income statement (net revenue; operating costs excluding depreciation, amortisation and
impairment losses; EBITDA; Group's net profit for the period attributable to Deutsche Börse AG share-
holders), as well as on various parameters derived from the consolidated statement of financial position
and the consolidated statement of cash flows (cash flows from operating activities, liquidity, equity less
intangible assets). Additionally, the system includes key performance indicators derived from the adjusted
consolidated income statement and the balance sheet (interest coverage ratio, interest-bearing gross debt /
EBITDA and return on shareholders' equity).
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas. The
main financial criteria are key performance indicators such as net present value (NPV), the payback
period and the return after tax, which are calculated on the basis of the project or business plans. Risks
are monitored at all levels of project work, i.e. both when prioritising and steering projects and during
ongoing project management.
In order to achieve the minimal financial risk profile consistent with an AA rating as defined by S&P, the
company is targeting an FFO to net debt ratio of at least 50 per cent, a net debt to EBITDA ratio of no
more than 1.75 and an interest coverage ratio of at least 14. These key indicators will be incorporated
into the Group's reporting as of the first quarter of 2019. Details on how the indicators were calculated
for the year 2018, as well as a comparison with the previous calculation methodology, are presented
in the "Financial position" section.
Beginning with the 2019 financial year, the Group will use new key performance indicators based on
the consolidated balance sheet. Prompting this was an adjustment by the S&P Global Ratings (S&P)
rating agency in the key indicators it follows and in their calculation. The most important new indicators
are free funds from operations (FFO) in relation to net debt and net debt in relation to EBITDA. The
Group will continue to use the interest coverage indicator, but the calculation has been adjusted.
The interest coverage ratio is the ratio of EBITDA to the interest expense from financing activities. As part
of its capital management programme, the Group aims to achieve an interest coverage ratio of at least
16 for Deutsche Börse Group. In addition, the goal is to achieve a maximum ratio of interest-bearing
gross debt to EBITDA of 1.5 at Group level. The latter performance indicator is particularly important at
present in protecting the Group's current AA rating. The target for the Clearstream subgroup is to main-
tain an interest coverage ratio of 25 and to comply with other capital adequacy measures to protect its
current AA rating. Because Clearstream had no financial liabilities from non-banking business in either the
reporting period or the previous year, no interest coverage ratio had to be calculated for the subgroup.
The performance indicators derived from the statement of financial position and the statement of cash
flows include cash flows from operating activities, a predefined liquidity target, and equity less intangible
assets. Liquidity planning aims at maintaining liquidity at about the same level of operating costs for
one quarter (currently between €150 million and €250 million). There is no set target for the Group's
management KPI of equity less intangible assets; rather, the objective is to maintain a positive figure.
Deutsche Börse Group manages its EBITDA using net revenue and operating costs. At Group level, the
net profit for the period attributable to Deutsche Börse AG shareholders also serves as a performance
indicator for internal management.
Around 75 per cent of Deutsche Börse Group's costs are fixed costs (unadjusted). As a result, the Group
can handle higher volumes of business without a significant increase in total costs. Conversely, a decline
in business volumes has a direct impact on the Group's profitability. Approximately 25 per cent of the
Group's costs are volume-related costs.
Further infomation
Management systems
Notes
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
55
35
To facilitate transparency in reporting costs and results, and to increase comparability with competitors,
Deutsche Börse Group has been separately disclosing operating costs as well as depreciation, amortisa-
tion and impairment losses since the second quarter of 2017, introducing EBITDA as an additional
parameter. Consequently, operating costs include staff costs as well as other operating expenses, but
exclude depreciation, amortisation and impairment losses. Staff costs consist of wages and salaries, social
security contributions and the cost of retirement benefits. They are subject to inflation adjustments and
depend partially on the company's performance, as they also include a variable remuneration. Other
operating expenses mainly comprise the costs of developing and operating the Group's technological
infrastructure, office infrastructure costs and marketing costs. The item depreciation, amortisation and
impairment losses includes depreciation and amortisation of, and impairment losses on, intangible
assets and property, plant and equipment.
Volume-related costs normally correlate with business development in the relevant business areas, such
as fees and commissions from banking business or the cost of purchasing price data. In addition, vari-
ous licence fees (e.g. for index licences) contribute to volume-related costs.
Net revenue is composed of sales revenue plus net interest income from banking business and from
other operating income, less volume-related costs. Sales revenue from external customers is generally
dependent on the growth factors described above (regulatory and structural changes, the Group's inno-
vative strength, and performance of the financial markets). Net interest income from banking business is
dependent on how Clearstream's international settlement business performs, on the one hand, and on
developments of short-term interest rates, particularly in the USA and in the eurozone, on the other. In
addition to income from the Clearstream segment, net interest income has also included interest income
and expenses in the Eurex segment. This income is generated by the Group's clearing houses from in-
vesting their clients' cash collateral. Other operating income results from exchange rate differences,
among other things.
Financial statements
Deutsche Börse Group | Annual report 2018
■ Innovative strength: if Deutsche Börse Group succeeds in continually introducing new products and
services for which there is demand on the market, the Group will further grow its business.
Regulatory requirements affecting all market participants: if regulatory initiatives (e.g. EMIR, MiFIR
and Capital Requirements Directives) strengthen the role of exchanges, this will also benefit Deutsche
Börse Group.
Objectives and strategies
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
32
Deutsche Börse Group's objectives and strategies
Clearing IT
Executive
Structure
DLT, Crypto
Assets &
New Market
Management
External
Findings
Settlement IT
Group Tax
Infrastructure
Office
▪ Structural changes in the financial markets: e.g. trading activity increases if investment funds make
greater use of derivatives to implement their trading strategies.
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's busi-
ness model enhances the capital markets' stability, efficiency and integrity. Issuers benefit from the low
capital procurement costs it offers, while investors enjoy high liquidity and low transaction costs. At the
same time, Deutsche Börse stands for transparent, secure capital markets in which organised trading is
based on free price formation.
■ Integrating different financial market services such as trading, clearing, settlement, securities custody,
liquidity and collateral management, as well as index and market data services
■
The factors with material impact on Deutsche Börse Group's organic growth are, amongst others:
business portfolio, the Group anticipates structurally driven net revenue increases of at least 5 per cent
annually until 2020. With regard to the annual earnings before interest, tax, depreciation and amortisa-
tion (EBITDA) and consolidated net profit for the period attributable to Deutsche Börse AG shareholders,
the Group is targeting increases of a yearly average of 10 to 15 per cent until 2020.
Further infomation
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group's business model is based on a broadly diversified range of products and ser-
vices, covering the entire financial market transactions value creation chain. It aims to provide customers
with reliable services, in an efficient and cost-effective manner, benefiting from the scalability of the
business; it is based on the following key elements:
Deutsche Börse Group | Annual report 2018
33
Deutsche Börse Group has a scalable business model, which permits higher business volumes at rela-
tively minor additional costs. With strong business performance and organic or external growth, this
means that revenue growth will exceed cost increases. To reinforce the scalability of its business model,
the Group has introduced clearly defined net revenue and profit growth targets. Based on its current
Against this background, the Group conducted an in-depth review of its organic growth initiatives in the
2018 reporting year and reprioritised where appropriate. In particular, Deutsche Börse Group is focusing
on the expansion in structural growth markets and asset classes, considering the consequent and
successful implementation of introduced initiatives as highly important. Please refer to the ☑ report on
opportunities for an overview of key initiatives and growth drivers. Moreover, the remuneration system
for the Executive Board and executive staff has created, among other things, incentives for growth in the
individual divisions. For a detailed description of all objectives, see the remuneration report. As far as
external growth opportunities are concerned, the focus is on strengthening existing high-growth areas
and exploring new asset classes and services.
In order to maintain and expand its leading position among exchange organisations, Deutsche Börse
Group is pursuing a growth strategy called "Roadmap 2020”. To achieve this strategic objective,
Deutsche Börse is, on the one hand, focusing on generating structural, organic growth and, on the other
hand, also accelerating non-organic growth through acquisitions in five defined business segments. The
third pillar of the strategy is to strengthen and further expand its leading position in the IT area.
The efficiency of this business model is proven by the fact that Deutsche Börse Group is one of the most
cost-effective providers of trading, clearing and settlement services for comparable products worldwide.
Thanks to its efficient cost base and highly scalable business, Deutsche Börse Group has generated
strong cash flows from operating activities for many years.
Organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
Providing these services for different asset classes such as equities, bonds, funds, commodities,
foreign-exchange (FX) products, interest rate products, as well as derivatives on these underlyings
Developing and operating proprietary electronic systems for all processes along the value creation
chain
"
33
Management
Clearing
50
110
100
90
90
80
70
0
Jan
Feb
120
Mar
May
June
July
Aug
Sep
Oct
Nov
Dec
Daily closing price of Deutsche Börse AG shares
DAX®
Apr
STOXX® Europe 600 Financials
130
Share price development of Deutsche Börse AG and benchmark indices in 2018
%
37/47/16
ca. 50,000
43/52/5
€
119.75
98.00
Analyst recommendations buy/hold/sell (as at 31 Dec)
Average target price set by analysts at year-end
1) Adjusted for exceptional effects
Indexed to 29 December 2017
2) For financial year 2018, proposal to the Annual General Meeting 2019
4) Closing price on preceding trading day
5) Intraday price
42
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
3) Based on the volume-weighted average of the daily closing prices
Dow Jones Global Exchanges
Report on economic position
Macroeconomic and sector-specific environment
London Stock Exchange" (£)
Euronext²)
Borsa Italiana¹)
Bolsas y Mercados Españoles"
1) Part of London Stock Exchange Group
2) Trading volume in electronic trading (single-counted)
Source: Exchanges listed
Change vs
2018
€m
Deutsche Börse Group
2017
1,719.6
17
1,456.7
8
2,067.9
6
753.2
1
587.5
%
Development of trading activity on selected European cash markets
In the past year, trading on the European capital markets benefited from economic growth in Europe and
the US, the major political uncertainty factors, and the continued low interest rate policy of the ECB. The
Group saw material increases to trading volumes in equities, equity index derivatives and interest rate
derivatives, resulting in overall Eurex trading volumes being significantly above the prior year's level.
The IMF expects US economic output to post a 2.9 per cent increase for 2018, compared to a 2.2 per
cent increase the year before. Given further improvements on the labour market and ongoing high eco-
nomic growth expectations for 2019, the US Federal Reserve continued to raise its key interest rate in
2018 in four steps to a range between 2.25 and 2.50 per cent.
Macroeconomic conditions had, and continue to have, a significant impact on trading activity on the
markets. For Deutsche Börse Group, the macroeconomic environment during the year under review was
rather complex; while some factors had a stimulating effect on business, other factors unsettled market
participants, burdening their business activity:
■ The robust global economic situation, with output growth in the economies relevant to Deutsche Börse
Group (Central Europe, USA) during the year under review.
■The European Central Bank's (ECB) persistent low interest rate policy, with deposit rates at minus
0.4 per cent; however, the ECB reduced the high levels of liquidity provided during the course of the
year, and ended the bond-buying programme that is part of the central bank's quantitative easing (QE)
policy at the end of 2018.
■ The turnaround in the US Federal Reserve's (Fed) interest rate policy continued in the year under
review, through interest rate increases of 25 basis points each in March, June, September and
December.
■ The higher level of stable volatility on equity markets - as measured by the VDAX® index - as one of
the key drivers of activity on the cash and derivatives markets.
■ The stable economic situation in the euro area at the beginning of the year, albeit with an increasingly
deteriorating economic outlook during the third and fourth quarter of 2018 - associated with uncer-
tainty regarding the UK's exit from the EU and its future impact on markets.
■ The trade dispute between the US and the EU, China, and other major trading partners, as well as the
trade tariffs imposed on commodity and goods imports by the respective parties, fuelling concerns over
a global trade war.
43
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
■ Continued unstable political conditions in some parts of Eastern Europe and recurring flashpoints in
the Arab world and their impact on the Western world
■
Regulatory projects and the resulting stricter requirements for capital market participants (see the
"Regulatory environment" section)
Against this background, growth in the economies of industrialised nations in 2018 remained all about
the same compared with the previous year, as estimated by the International Monetary Fund (IMF;
2018: 2.3 per cent; 2017: 2.4 per cent). Global economic growth was 3.7 per cent in 2018 (2017:
real growth rate of 3.8 per cent).
While the upswing in Germany continued, initial estimates for 2018 indicate that German gross domestic
product (GDP) significantly underperformed the previous year's levels - despite the slowdown in growth
from mid-2018 onwards. The IMF's January 2019 estimates put growth in German economic output at
1.5 per cent for 2018 (2017: increase in real terms of 2.5 per cent).
Economic performance throughout the euro area also slightly weakened in 2018. While no country
experienced a recession in 2018, economic growth in some countries of the European Economic Area
slowed, particularly in Germany, France and Italy.
ca. 52,000
- 10
Number of shareholders
94
Earnings per share (basic)")
Dividend per share
Dividend distribution ratio¹)
Dividend yield³)
Opening price (as at 1 Jan) 4)
High5)
Low5)
€
5.42
2017
4.59
2.702)
2.45
%
49
53
%
2.4
2.7
€
€
96.80
2018
The average annual return since Deutsche Börse AG's initial public offering in 2001 has been about
14 per cent. Thus, Deutsche Börse AG shares have proven to be an attractive long-term investment.
They closed financial year 2018 with a strong increase of 8 per cent – better than the performance of
the Dow Jones Global Exchanges Index, which tracks other exchange organisations and rose by 4 per
cent during 2018. Deutsche Börse AG shares significantly outperformed the DAX® blue-chip index (price
index: minus 21 per cent) as well as the STOXX® Europe 600 Financials Return (minus 21 per cent)
(see the "Share price development of Deutsche Börse AG and benchmark indices in 2018" chart).
50
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Notes
Further infomation
The following material agreements of the company are subject to a change of control following a
takeover bid:
■ On 28 March 2017, 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
process, 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 occurs 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.
Deutsche Börse AG shares: key figures
▪ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2015/2041 (hybrid bond),
Deutsche Börse AG has a termination right in the event of a change of control which, if exercised,
entitles Deutsche Börse AG to redeem the bonds at par, plus accrued interest. If Deutsche Börse AG
does not exercise this termination right, the affected bonds' coupon will increase by 5 percentage
points. A change of control occurs 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 control must adversely affect the long-term rating given to Deutsche Börse AG by
Moody's Investors Services, Inc., S&P Global Ratings or Fitch Ratings Limited. Further details can be
found in the applicable bond terms.
■ Under certain conditions, members of Deutsche Börse AG's Executive Board have a special right to ter-
minate their contracts of service in the event of a change of control. According to the agreements made
with all Executive Board members, a change of control occurs if (i) a shareholder or third party dis-
closes possession of more than 50 per cent of the voting rights in Deutsche Börse AG in accordance
with sections 33 and 34 of the WpHG (sections 21 and 22 of the WPHG [previous version]), (ii) 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 (iii) Deutsche Börse AG is merged in accordance with section 2 of the Umwandlungs-
gesetz (UmwG, German Reorganisation and Transformation Act).
41
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Financial statements
Notes
Further infomation
Moreover, agreements for compensation in the case of a change of control have been entered into
with the members of the Executive Board. A description of these agreements, which are in line
with customary national and international practice, can also be found in the ☑remuneration report.
Deutsche Börse AG shares
■The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2018/2028, and the €600.0 million fixed-rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all provide Deutsche Börse AG with a termination right in the event of a change of control.
If these cancellation rights are exercised, the bonds are repayable at par plus any accrued interest.
A change of control occurs 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 respective sets of bond terms require
that the change of control must adversely affect the rating given to one of the preferential unsecured
debt instruments of Deutsche Börse AG by Moody's Investors Services, Inc., S&P Global Ratings or
Fitch Ratings Limited. Further details can be found in the applicable bond terms.
77.54
€
121.15
20.5
19.9
Market capitalisation (as at 31 Dec)
€bn
19.2
18.1
Average annual return since IPO in 2001
%
13.8
Price-earnings ratio³)
15.0
%
71.1
73.7
Share of investors from Germany/UK/USA/other countries
%
20/26/33/21
18/26/34/22
Institutional investors
%
Attendance of share capital at the Annual General Meeting
100
100
%
100.25
€
95.30
74.27
Closing price (as at 31 Dec)
€
104.95
96.80
Average daily trading volume on trading venue Xetra®
m shares
0.6
0.5
Number of shares (as at 31 Dec)
thereof outstanding (as at 31 Dec)
m
190.0
193.0
m
183.3
186.6
Free float (as at 31 Dec)
93
44
Management report | Deutsche Börse AG shares
Executive and Supervisory Boards
Basel III
✗
✗
X
✗
✗
1 January 2018
New action plans in 2018;
implementation by 2019
Draft legislation in the
legislative process
Investment firms
CRD V, CRR II
X
CRD VI, CRR III
IFD/IFR
X
X
X
X X XX
Finalisation at the end of 2017,
with subsequent implement-
ation throughout the EU
Finalisation expected by
Q1/2019; implementation
expected at the beginning of
2021
X
Publication of the EU Commis-
sion's proposal expected at the
beginning of 2020
review)
supervisory
✗
Application since 3 January
2018
Became effective in 2012;
review in 2018
Draft legislation in the
legislative process
Became effective in 2014;
RTS on settlement discipline
published in May 2018
Regulation on
benchmarks and
indices
Capital Markets
Union
X
structures (ESAS
☑
Became effective on 30 June
2016; application since
x x x x x x X X X X
(X)
(X) (X)
×
(X)
Review of European
(X)
✗
Draft legislation in the
legislative process
(X) = indirect effects of ESAs review
As part of this regular review, the European Commission published a draft bill in September 2017. In
the wake of Brexit, the Commission has assigned top priority to aligning European supervisory structures
to the new political environment, strengthening regulatory integration for certain cross-border financial
services within the 27 EU member states.
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
Besides the changes to MREL and TLAC, the European Commission's proposals concern the following
items in particular:
■ Introduction of a binding leverage ratio of 3 per cent
■ Introduction of a net stable funding ratio (NSFR)
■ Revision of the market risk framework
Deutsche Börse Group | Annual report 2018
At the end of November 2018, the EU Commission, the EU Parliament and the EU Council reached a
general agreement on the drafts of CRD V/CRR II. Deutsche Börse Group expects the final legal texts to
take effect during the second quarter of 2019, while the respective requirements will need to be applied
from mid-2021.
CRD VI/CRR III
CRD IV/CRR entered into force on 1 January 2014, implementing the first elements of Basel III. In gen-
eral, the first Basel III framework provided for transitional provisions that were in force until 1 January
2019. The measures to finalise the Basel III regulatory framework, as resolved by the BCBS in Decem-
ber 2017, and presumably the subsequently resolved regulations on market risks and exposures to
public-sector entities, will be incorporated into a new CRD VI/CRR III package. The corresponding draft
law of the EU Commission is expected to be published at the beginning of 2020.
Rules for European investment firms (Investment Firm Review, IFR)
The purpose of the European Commission's Investment Firm Review is to develop new regulatory rules
for European investment firms. The regulatory framework is set to be proportionate, with capital require-
ments in line with each firm's size, risk exposure, and type of business model.
Deutsche Börse Group welcomes the approach of taking these market participants' contributions to
liquidity, price discovery and transparency into consideration. This new regulatory framework will also
cover the Group's subsidiaries Eurex GmbH and 360 Treasury Systems AG.
Transparency of securities financing transactions
The Securities Financing Transactions Regulation (SFTR) was published in the EU Official Journal
on 23 December 2015. It provides for reporting requirements concerning securities lending and repo
transactions to so-called trade repositories. Furthermore, it sets out requirements regarding the
re-pledging of collateral and the reporting obligations of investment fund providers that are active in
securities lending. The introduction of comprehensive reporting duties for securities lending transactions
has different effects upon the Clearstream subgroup, Eurex Clearing AG and REGIS-TR S.A., with
increased efforts - and hence, higher costs – expected for proprietary securities financing transactions.
-
Deutsche Börse Group | Annual report 2018
Deutsche Börse Group actively and continuously contributes to discussions on the modification of bank-
ing regulations. In this context, the Group emphasises the impact on financial infrastructure providers
with a (restricted) banking licence, as well as the necessity of identifying specific rules for regulated
entities to ensure that specific bank requirements do not negatively impact the stability of the financial
markets. Moreover, the Group focuses on the capitalisation of its regulated entities, intervening where
required in order to safeguard adequate risk coverage.
49
49
Accounting for ongoing changes to the Basel III framework and to other elements of bank regulation, the
European Commission proposed amendments to the Capital Requirements Directive (CRD IV) and Capital
Requirements Regulation (CRR) in November 2016. These proposals concern the minimum requirements
for equity and eligible liabilities (MREL) as well as the total loss-absorbing capacity (TLAC); they also
involve amendments to the EU Bank Recovery and Resolution Directive (BRRD) and the related regulation.
The work of the ESAS - and especially of the ESMA - has an impact on parts of the value chain of
Deutsche Börse Group. At present, the EU's proposal for a revision of the European supervisory struc-
tures is still in the legislative process. Efficient supervision with clear responsibilities and decision-making
processes remains paramount - especially in conjunction with the described challenges such as Brexit.
The revision of European supervisory structures should preserve an environment that promotes growth,
while carefully adjusting the existing regulatory regime (where necessary) in order to safeguard financial
stability, legal certainty, and the operational viability of supervised enterprises.
48
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
Rules for banks and investment firms
Basel III
As a consequence of the 2007/2008 global financial crisis, the Basel Committee on Banking Supervi-
sion (BCBS) thoroughly revised its existing Basel II framework for banks, on the basis of corresponding
G20 agreements. Further amendments were published on top of the first cornerstones adopted in 2011;
the revised Basel III framework was finally (largely) concluded on 7 December 2017. The following
changes have already been implemented:
■Stricter definition of the term "capital"
■ Increased capital levels
■ Revised market risk framework
■Introduction of a leverage ratio
■ Introduction of international rules to contain risk concentration (large exposure rules)
■ Introduction of liquidity requirements
With the measures adopted in December 2017, revised rules - largely governing capital backing of credit
and operational risk – will gradually come into effect between now and 1 January 2022. On top of
the credit risk framework, both the standardised approach and the model-based approach have been
substantially revised, and operational risk regulations have been restricted to a modified standardised
approach. In addition, a floor was determined regarding capital requirements for credit risk, where these
are calculated using internal models: the so-called output floor was set at 72.5 per cent of capital require-
ments under the standardised approach.
Moreover, the BCBS has submitted initial proposals as to how exposures to public-sector entities should
be treated in the future. The BCBS will continue to develop these proposals, supplementing the Basel III
regulatory framework, and may implement them at a later stage if applicable.
In addition, the Basel Committee has published amended standards for the minimum capital require-
ments for market risk in January 2018. These include a fundamental revision of the rules for the trading
book, in particular, the allocation of financial instruments to the trading or banking book, depending on
the type of instrument and the underlying trading intention.
CRD V/CRR II
X
✗
Due to adjustments to CRD V/CRR II by the Investment Firm Review, only investment firms of systemic
relevance will in future be subject to the provisions of banking regulation. Small and medium-sized
investment firms shall therefore be covered by the newly developed rules for European investment firms
(see explanations below).
X X X X X
1,500.4
-5
1,201.9
-12
Regulatory environment
Ten years on from the financial crisis, global financial markets are even more stable than before - not
least due to the fact that regulation of post-crisis financial markets has tightened considerably. The G20
countries have resolved measures focusing on a regulated financial markets infrastructure, such as the
one Deutsche Börse Group has operated for many years. To protect the transparency, safety and stability
of the financial markets, established rules and regulations, supervisory structures and rules of conduct
must now be enforced. Market participants, regulators and supervisory authorities all agree that another
financial markets crisis - such as the one seen in the years 2007/2008 - must be avoided and that
there must be no further rescue of banks using public-sector funds.
What is important now is to continue developing individual regulatory dossiers, and create a stable and
competitive market within the European Union (EU). Especially in 2019, the year when elections to the
European Parliament will take place, Europe is facing various challenges, all of which affect the financial
markets more or less directly: Brexit, populist movements (which are increasingly nationalist-minded
across Europe), the threat of excessive sovereign debt, cyber risks and deregulation are just a few examples.
Financial markets are global markets. This is why joint efforts are required to establish global standards -
which must be consistently implemented. Our goal must be to create markets that are open and secure;
the EU's stability and competitiveness must be ensured, especially in the wake of Brexit.
Financial markets infrastructure regulation
Regulation of markets in financial instruments (MiFID II, MiFIR)
16
MiFID II and MiFIR have fundamentally transformed the European financial market by expanding trans-
parency provisions, strengthening the stability and integrity of its infrastructure, revising the market's
microstructure and improving the quality and availability of market data.
In connection with Brexit, many threshold values which are essential elements of MiFID II (and without
which obligations concerning transparency and trading venue obligations no longer work as intended)
will need to be recalibrated, given that the biggest financial centre in Europe will then be outside the
EU-27. The United Kingdom will lose its access rights to the EU and will henceforth have third-country
status. Until new rules on market access for third-country companies take effect, transitional rules are
45
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
needed to ensure that existing business relationships with UK companies can continue and that these
companies can continue to transact on trading venues within the EU.
Deutsche Börse Group welcomes the current political efforts to monitor market adjustments to the new
rules, with a readiness to close any loopholes that might still exist. This is the only way to ensure
transparent action by as many market participants as possible, thus contributing to fair price deter-
mination as well as fair competition.
2,474.2
16
1,951.8
Management report | Report on economic position
✗
Financial statements
Notes
Further infomation
Development of contracts traded on selected derivatives markets
CME Group
Deutsche Börse Group - Eurex®
Intercontinental Exchange
Moscow Exchange
Shanghai Futures Exchange
Source: Exchanges listed
Change vs
2018
2017
m contracts
%
3,790.1
54
4,844.9
18
EMIR: implementation and review
The European Market Infrastructure Regulation (EMIR), which entered into force in 2012, is the most
significant regulation for central counterparties. The purpose of the proposals for a revision of the regu-
lation, published in the summer of 2017 (EMIR Review), was to enhance efficiency and to ensure the
post-Brexit safety and stability of financial markets. For example, the proposals provide for adjustments
to reporting and aim to facilitate access to centralised clearing for smaller market participants. Further-
more, the revision of supervisory structures for central counterparties (CCPs) inside and outside the EU
is also an important issue. Deutsche Börse Group welcomes the review: it perceives opportunities for its
business and offers market-oriented products and services to its clients in this respect.
National Stock Exchange of India
-
Financial statements
Notes
Further infomation
Overview of regulatory initiatives and their impact on Deutsche Börse Group's
business areas
Cash
market/
Eurex Clear-
Xetra
Eurex EEX 360T Clearing stream IFS GSF
STOXX Data
Management report | Report on economic position
Status as at 31 December
2018
infrastructure
MiFID II, MIFIR
EMIR
Recovery and
XXXXXXX
CCPs
CSDR
X
Recovery and resolution regulation for central counterparties
Financial market
Executive and Supervisory Boards
resolution plans for
47
Deutsche Börse Group | Annual report 2018
Central Securities Depository Regulation (CSDR)
With the Central Securities Depositories Regulation (CSDR), a uniform European regulatory framework
for central securities depositories (CSDs) was established for the first time in September 2014. Official
Regulatory Technical Standards (RTS) were published between March 2017 and May 2018. The RTS
on settlement discipline (which will come into force in September 2020) will be the final element of this
exercise. The CSDR will harmonise the securities settlement systems and supervisory rules for CSDs
throughout Europe. This will strengthen Clearstream's business model – even more so because the
provision of integrated banking services will still be permitted. Deutsche Börse Group will support its
clients' compliance with the new requirements through existing and extended service offers.
The regulation on indices used as benchmarks in financial instruments and financial contracts (the
Benchmark Regulation) entered into force on 30 June 2016; the final application deadline was 1 Janu-
ary 2018. Accordingly, benchmark administrators from EU and non-EU countries will have to be admit-
ted or recognised by 1 January 2020. The Benchmark Regulation largely follows the global principles for
financial benchmarks of the International Organization of Securities Commissions (IOSCO). To prevent
the manipulation of relevant reference interest rates, the G20 countries also instructed the Financial Sta-
bility Board to review these reference rates. The two reference interest rates which are relevant for the
euro are the Euro Overnight Index Average (EONIA) and the Euro Interbank Offered Rate (Euribor). In
their current form, neither of the two complies with the requirements of the Benchmark Regulation.
While the benchmark administrator plans to adjust Euribor accordingly, the euro short-term rate (ESTER)
was chosen as a replacement for EONIA in the course of a market consultation exercise. The ECB plans
to make ESTER available as of October 2019. An extension of the transition phase of the Benchmark
Regulation for critical benchmarks until the end of 2021 is currently in discussion.
46
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Regulation on benchmarks and indices
Deutsche Börse Group, which successfully implemented the IOSCO principles in 2014 for its DAX® indi-
ces and the indices of its subsidiary STOXX Ltd., welcomes the agreement reached between the Euro-
pean Parliament and the European Council. The specific impact of this EU regulation on the Group's
business activities depends upon the measures to be used for implementation - which are still to be laid
out in the form of delegated acts and technical standards by the European Commission and the Euro-
pean Securities and Markets Authority (ESMA).
Based on insights gained from the financial crisis of 2007/2008, the EU is determined to establish more
efficient and more strongly integrated supervision in Europe. The introduction of the European System of
Financial Supervision (ESFS) in 2010- comprising the three European Supervisory Authorities (ESAs)
and the European Systemic Risk Board (ESRB) – established a new supervisory structure at a European
level. The European Commission reviews the effectiveness of this supervisory structure every three years.
Further infomation
Revision of European supervisory structures (ESAs review)
Deutsche Börse Group's paramount objective is to ensure secure and competitive markets. The Group
therefore maintains close and continuous contact with its clients, regulatory authorities and associations,
in order to analyse the impact of Brexit and recognise the needs of all its stakeholders. Moreover, the
Group is developing solutions to support clients, both during the negotiation process and after Brexit,
and to mitigate the related effects to the greatest possible extent. At the same time, the Group is making
its own preparations for Brexit: the Group is firmly convinced that it will continue to be able to create
value for all stakeholders following Brexit - through its existing services along the entire exchange trading
value chain (comprising pre-trading, trade execution, and post-trading), as well as additional offers such
as the Eurex Clearing Partnership Program introduced in January 2018.
The decision by the United Kingdom to exit the European Union has far-reaching implications for finan-
cial markets and their participants.
Brexit
Following the European Market Infrastructure Regulation (EMIR), developing recovery and resolution
plans for CCPs is the next logical legislative step for making CCPs even more secure and stable. A key
aspect of regulation is to create sound incentive structures - on a European as well as a global level
in order to ensure that the interests of the stakeholders involved are aligned. The finalisation of the regu-
lation is not expected before the fourth quarter of 2019.
The Capital Markets Union affects Deutsche Börse Group's entire value chain. Thus, the Group has
actively supported the project from the outset, seeking active involvement in the political debate and
contributing to the creation of safer, integrated EU-27 capital markets.
The European Commission has placed the focus of its Capital Markets Union on growth and industrial
policy. Its main goals are the sustainable promotion of growth and job creation and the development of a
diversified financial system where bank financing is supplemented by highly developed capital markets.
A successful Capital Markets Union is more important than ever when facing the challenges ahead
(including the financing of digitalisation, investing in growth companies, furthering an equity culture,
and retirement provisions) - especially given that the EU has fallen behind in global competition with
respect to numerous metrics. Success in the creation of integrated, pan-European capital markets would
free up undeployed capital throughout Europe, as savers would be given a greater choice of investments,
while businesses would benefit from enhanced financing options. The European Commission published
its action plans on fintech and sustainable finance in March 2018.
Capital Markets Union
623.6
687.0
623.4
691.6
Net revenue
€m
€m
€m
€m
€m
€m
€m
2017
2017
2018
2017
2018
651.4
2018
€m
247.4
740.4
338.3
419.9
333.1
395.1
379.5
425.5
380.2
438.1
576.3
EBITDA
318.5
260.1
245.4
262.9
245.1
254.5
Operating costs
639.0
301.6
2017
4.59
Q4
Earnings per share (basic) in €
17
857.1
1,002.7
-6
874.3
824.3
Net profit for the period attributable to Deutsche
Börse AG shareholders
4.46
21
189.9
32
159.9
210.5
Depreciation, amortisation and impairment losses
Depreciation, amortisation and
17
1,431.1
157.3
4.68
-5
5.42
63
Q3
Q2
Q1
Key figures by quarter (adjusted)
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
59
55
Based on the weighted average of 184.9 million shares, basic earnings per share amounted to €4.46
(2017: €4.68 for an average of 186.8 million shares outstanding). Adjusted, basic earnings per share
rose to €5.42 (2017: €4.59).
Non-controlling interests in net profit for the period attributable to Deutsche Börse AG shareholders for
the period amounted to €28.2 million (2017: €21.7 million). This comprises mainly earnings attribu-
table to non-controlling shareholders of EEX group.
The Group's net profit for the period attributable to Deutsche Börse AG shareholders fell by 6 per cent
compared with the previous year, while, on an adjusted basis, it rose significantly by 17 per cent, to
€1,002.7 million (2017: €857.1 million).
The effective Group tax rate 2018 was 26.3 per cent; adjusted, it was 27.0 per cent, as expected.
The Group's financial result in the year under review was €-76.4 million (2017: €-79.7 million).
Adjusted for exceptional effects, the financial result of the previous year amounted to €-69.7 million.
The increase is largely due to provisions for interest rates on potential tax back-payments.
18
2018
impairment losses
+ >10
35.2
FINANCIAL KEY FIGURES
Change
2017
2018
Eurex (financial derivatives) segment: key indicators
Eurex (financial derivatives) segment
Further infomation
Notes
€m
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
57
40
244.2
230.0
€m
Exceptional effects impacting operating costs
Management report | Report on economic position
€m
%
Net revenue
10.8
1,678.6
25.6
OTC clearing (incl. net interest income on margins for OTC interest rate swaps)
Margin fees
20
36.4
43.8
Equity derivatives
11
208.1
231.9
Interest rate derivatives
20
389.7
466.2
Equity index derivatives
18
796.5
936.1
17
40.8
%
Plan 2018 Actual 2018
+ >5
-6
1.25
1.42
1.24
1.45
Earnings per share (basic) in €
239.6
232.8
261.9
1.30
232.2
Deutsche Börse AG shareholders
Net profit for the period attributable to
42.6
63.2
40.3
43.8
39.2
42.1
270.7
198.1
1.06
230.5
1.25
194.0
%
Net revenue from structural growth opportunities (excluding exceptional effects)
Comparison of management indicators with the forecast for 2018
On an adjusted basis, Deutsche Börse Group achieved a 17 per cent increase in net profit for the period
attributable to Deutsche Börse AG shareholders. Moreover, the Group achieved a ratio of interest-bearing
gross debt to adjusted EBITDA of 1.2 at Group level, significantly below the target value of 1.5 at the
maximum. The adjusted tax rate was 27.0 per cent, exactly as planned. In line with projections, the
operating cash flow was clearly positive. Investments in property, plant and equipment, as well as
intangible assets in the amount of €160.0 million, were slightly lower than forecast. After increasing its
target figures, the Group aimed to distribute dividends equivalent to the mean of the projected range of
40 to 60 per cent of (adjusted) net profit for the period attributable to Deutsche Börse AG shareholders.
According to the proposal made to the Annual General Meeting, a figure of 49 per cent was reached.
Deutsche Börse Group posted a result that was well above its forecast. This was primarily based on the
slightly higher-than-expected increase in structural net revenues, additional cyclical tailwinds and the
increase in adjusted operating costs, which were incurred with the aim or increasing scalability.
The company also anticipates extraordinary effects of approximately €80 million in operating costs. These
effects mainly relate to the integration of acquired companies but also to costs related to efficiency mea-
sures and restructuring as well as to costs in connection with criminal investigations against Clearstream
Banking S.A. in the United States. Together with the announcement of the "Roadmap 2020" strategy
programme at the end of April 2018, the Group announced that it would reduce its structural costs by
around €100 million per year by the end of 2020. The company anticipated additional costs of around
€200 million, of which around €150 million were to be incurred in 2018. As a result, the Group
expected total exceptional effects of around €230 million for the 2018 financial year. At a total of
€244.2 million, the exceptional effects impacting operating costs incurred in the year under review
ultimately exceeded expectations, among others, due to the termination of the preliminary proceed-
ings against the former CEO of Deutsche Börse AG, Carsten Kengeter, and against Deutsche Börse AG
itself as an interested party. Overall operating costs totalled around €13 million and included fines and
legal fees.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
99
56
An increase in structural driven net revenue of at least 5 per cent was forecast, and of operating costs
in a corresponding range. Furthermore, the Group expected an increase in net profit for the period
attributable to Deutsche Börse AG shareholders of at least 10 per cent.
Deutsche Börse Group manages operating costs (adjusted for exceptional effects) – relative to the devel-
opment of net revenue - based on principles designed to ensure the scalability of the Group's business
model. Given a 5 per cent increase in adjusted operating costs, the Group achieved this objective.
For the year 2018, Deutsche Börse Group had expected an increase in structural net revenue of at least
per cent on the basis of its diverse structural growth initiatives. It had also anticipated continued eco-
nomic growth, a better cyclical market environment, including higher equity market volatility and a fur-
ther rise in interest rates in the US. While, all in all, the global economy performed as anticipated, equity
market volatility was significantly above the previous year's level on average during the year. In addition,
interest rates were hiked four times in the US - in line with market expectations. The conditions descri-
bed earlier in the ☑“Business developments" section thus partly exceeded the Group's assumptions
used in the forecast. Based on its highly diversified business model, Deutsche Börse Group increased
net revenue by a total of 13 per cent, of which around 6 per cent each is attributable to structural and
cyclical growth drivers. Furthermore, consolidation effects made a small contribution. The structural
growth forecast was therefore slightly exceeded. Key drivers of structural growth were the Eurex (financial
derivatives), EEX (commodities), IFS (investment fund services), STOXX (index business) and Data seg-
ments. Cyclical factors provided support to Deutsche Börse Group in Clearstream's banking business, for
trading activities in interest rate derivatives, and especially for trading in equity index derivatives.
Comparison of results of operations with the forecast for 2018
1.04
Net profit for the period attributable to Deutsche Börse AG shareholders (excluding
exceptional effects)
-6
154.3
1,443.7
66.5
78.8
360T (foreign exchange)
91.2
115.2
121.0
141.2
212.2
45.7
256.6
503.9
630.8
295.7
304.9
795.5
936.1
Eurex (financial derivatives)
€m
EEX (commodities)
36.6
33.1
29.9
55.7
67.5
81.9
137.6
IFS (investment fund services)
398.1
440.1
269.6
277.7
667.7
718.0
Clearstream (post-trading)
120.6
131.6
102.9
102.7
218.3
228.6
Xetra (cash equities)
€m
GSF (collateral management)
€m
€m
5
Deutsche Börse Group acquired the GTX Electronic Communications Network (ECN) business from
US-based GAIN Capital Holdings, Inc. as per 29 June 2018. As part of the transaction, 360 Treasury
Systems AG, a wholly-owned subsidiary of Deutsche Börse AG, established its own subsidiary,
Changes in the basis of consolidation
Deutsche Börse Group introduced a new internal segment management starting with the first quarter of
2018. A more detailed classification of reporting segments helps to further enhance transparency, high-
lighting growth areas. Further information can be found in the “Overview of Deutsche Börse Group -
Reporting segments" section.
Detailed segment reporting
Comparability of figures
Given the overall framework conditions outlined at the beginning of the economic report, the situation on
the capital markets for financial services providers such as Deutsche Börse Group in the reporting period
improved considerably on the previous year. In early 2018, the economic situation was generally viewed
as positive. With the start of the second quarter, however, which brought the trade dispute between the
US and the EU, China and other important trading partners, as well as tariffs on commodities and goods,
this picture turned increasingly gloomy. As concerns about a global trade war deepened, expectations as
to the economy in general became dampened – especially expectations for Germany, an economy with a
particular dependence on global trade. Then there was the decision of the US administration to withdraw
from the nuclear deal with Iran, which also drew macroeconomic consequences. Oil prices rose to the
highest level since 2014, dampening the economy further. Volatility - one of the main drivers of trading
activity on the cash and derivatives markets - was more pronounced on an average annual level than in
2017, as measured by the VDAX volatility index. Until the middle of the year the benchmark DAX and
STOXX® indices were rising, only to then start falling, with the decline gaining speed towards the end of
the fourth quarter. In sum, this led to a sharp increase in trading volumes at the cash and derivatives
trading venues of Deutsche Börse Group. At the same time, the interest rate policy pursued by the central
banks invigorated the market environment. The European Central Bank initially announced that it would
reduce its bond-buying programme, known as quantitative easing (QE), during the last three months of
2018 to €15 billion per month. The programme was then discontinued altogether at the end of the year.
The US Federal Reserve (Fed) tightened its monetary policy once more, increasing the key interest rate
in four steps of 0.25 percentage points each, to reach 2.25 to 2.50 per cent. This reinforced the busi-
ness in interest rate derivatives at Eurex, and net interest income from banking business posted a marked
increase as well. The Group's structural growth areas continued to develop favourably, the drivers being
the following segments: Eurex (financial derivatives) including over-the-counter (OTC) clearing, EEX
(commodities), 360T (foreign exchange), IFS (investment fund services) and STOXX (index business).
-
51
Business developments
Yet the obligation to file reports to trade repositories also holds business potential for REGIS-TR. ESMA
drew up corresponding implementation standards and submitted them to the European Commission on
31 March 2017.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
137
More information on regulatory issues is available on Deutsche Börse Group's website at
☑www.deutsche-boerse.com/regulation.
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
€m
2017
2018
2017
2018
2017
2018
EBITDA
Operating costs
Net revenue
Segment key figures (adjusted)
Overall, Deutsche Börse Group generated net revenue of €2,779.7 million, up 13 per cent, €9.3 million
of which was related to insurance payouts. Adjusted for these, the Group also achieved net revenue
growth of 13 per cent in the 2018 financial year; hence, net revenue amounted to €2,770.4 million,
of which about 6 percentage points each were due to structural and cyclical factors. Furthermore, to a
limited extent, consolidation effects also contributed to higher net revenue.
Deutsche Börse Group looks back on a very successful financial year. Structural drivers of the Group's
business were largely positive, and substantially contributed to revenue and profit growth. Trading of
power and gas products (commodities), the investment fund services (IFS) business, and clearing of
OTC interest rate derivatives, were particular contributors. Structural growth was also evident in the
index business at STOXX and in new, innovative derivative products. In addition, cyclical drivers were
also mainly intact. Hence, the Group benefited not only from greater equity market volatility but also
from a continuously fluctuating interest rate environment. Against this background, the Group posted
significant growth in its index derivatives trading. Net interest income from banking business also
continued to increase materially, as the US Federal Reserve (Fed) raised its key interest rate four times,
to reach a corridor between 2.25 per cent and 2.50 per cent.
Results of operations
With effect from 1 October 2018, Clearstream International S.A. acquired 100 percent of the shares in
Swisscanto Funds Center Ltd., London, UK. Since then, the company has been included in the consoli-
dated financial report of Deutsche Börse AG. The company was renamed Clearstream Funds Centre Ltd.
as at 2 November 2018. With this transaction, Clearstream has expanded its range of services in the
realm of investment funds to include additional distribution channels. New services include the admin-
istration of sales agreements and data processing: these will help Clearstream's expansion of its global
business strategy.
360TGTX, Inc., which acted as the purchaser in this transaction. 360TGTX, Inc. has been included in
the consolidated financial report of Deutsche Börse AG since 29 June 2018. Revenue and costs associ-
ated with 360TGTX have been recognised in the 360T (FX) segment.
Further infomation
Notes
Financial statements
€m
1,528.5
83.1
39.5
Change
2017
2018
€m
Adjusted
Reported
Deutsche Börse Group key performance figures
The Group reports depreciation, amortisation and impairment losses separately from operating costs: the
latter were up by 32 per cent, to €210.5 million (2017: €159.9 million). Operating costs include excep-
tional effects in the amount of €20.6 million (2017: €2.6 million), mainly due to the €15.9 million
extraordinary impairment of the value of a technological infrastructure. Adjusted for these effects, depre-
ciation, amortisation and impairment losses rose by 21 per cent, to €189.9 million (2017: €157.3 mil-
lion). The marked increase is a result of slightly higher regular depreciation and amortisation as well as
impairment charges on software, particularly in the Clearstream, IFS and GSF segments.
Further infomation
2018
Notes
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
54
54
Earnings before interest, tax, depreciation and amortisation (EBITDA) dropped by 6 per cent - a develop-
ment which is mainly attributable to the above-mentioned exceptional effects. On an adjusted basis,
EBITDA rose significantly, by 17 per cent. Higher net revenue and disproportionally low growth in oper-
ating costs are the reasons for this increase.
Deutsche Börse Group's result from strategic investments amounted to €4.2 million (2017: €197.8 mil-
lion). This significant decrease was due in particular to non-recurring revenue related to the full disposal
of the stake in BATS Global Markets, Inc. during the first quarter of 2017, as well as to the disposal of
shares in ICE US Holding Company L.P. during the fourth quarter of 2017. Adjusted for this non-recur-
ring revenue, the result from equity investments amounted to €4.2 million (2017: €8.3 million).
The Group's overall operating costs increased by 18 per cent to €1,340.2 million (2017: €1,131.6 mil-
lion). Adjusted operating costs increased as planned by 5 per cent to €1,096.0 million (2017:
€1,039.5 million).
Financial statements
2017
Change
€m
EBITDA
5
1,039.5
1,096.0
18
1,131.6
1,340.2
Operating costs
13
2,462.3
2,770.4
13
2,462.3
2,779.7
Net revenue
%
€m
€m
%
Other operating expenses relate primarily to the costs of enhancing and operating Deutsche Börse
Group's technological infrastructure, including, for example, costs for own IT services and external IT
service providers. 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
activities. Because of the Group's business model and the fact that the company does not normally dis-
tribute its products and services to end-customers, advertising and marketing costs account for only a
very small portion of the company's operating expenses. Operating costs rose to €516.2 million during
the year under review (2017: €481.1 million). The increase of approximately 7 per cent is largely due
to exceptional effects in the amount of €86.0 million (2017: €65.7 million). These costs were also
mainly a result of implementing the “Roadmap 2020" business strategy, organisational restructuring
measures, and litigation costs. Adjusted for exceptional effects, the other operating expenses increased
by 4 per cent year on year.
81.6
Higher costs for variable remuneration as a result of the improvement in net profit/loss and share
price increase
■ Increased average number of employees during the year under review attributable to the hiring of staff
who had previously worked on a freelance basis
52
100.6
117.2
53.6
53.0
154.2
170.4
Data
52
85.5
42.2
44.5
127.7
144.5
STOXX (index business)
45.6
43.1
36.0
100.0
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Deutsche Börse Group's operating costs comprise staff costs and other operating expenses. Staff costs
increased to €824.0 million during the year under review (2017: €650.5 million). This marked jump is
largely due to exceptional effects in the amount of €158.2 million (2017: €26.4 million). This amount
arose as a result of the programme resolved in 2018 to reduce structural costs (Structural Performance
Improvement Programme, SPIP), which aimed at streamlining the management structure and enhancing
processes. These exceptional effects are the largest contributor to the higher operating costs reported in
the chapters on the individual segments. Adjusted staff costs increased by 7 per cent to €665.8 million
(2017: €624.1 million) due to a series of reasons:
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
53
53
Deutsche Börse Group's index business (STOXX segment) generated growth, especially in licence fees
of exchange-traded funds (ETFs) and exchange licence fees. The data business (Data segment) posted
growth with the sale of cash and derivatives markets data, as well as with the services for regulatory re-
porting requirements introduced at the beginning of the year. As a result of the positive business perfor-
mance, net revenue climbed materially in both the STOXX and the Data segments (by 13 per cent and
10 per cent, respectively).
Revenue in the GSF (collateral management) segment remained in line with the previous year's levels.
The reason was a marginal decrease of average outstanding volumes on the repo market year-on-year,
as financial institutions continued to borrow liquidity primarily from the central bank and not from the
collateralised money market. A similar trend was visible in securities lending. As volumes reduced dis-
proportionately in products with low margins, revenue remained stable due to the improved product mix.
The Group was able to further expand its investment fund services (IFS) business, primarily by increas-
ing the value of securities deposited - which in turn was mostly due to new clients IFS acquired for its
investment funds services. From October 2018 onwards, IFS also benefited from the acquisition and full
consolidation of Swisscanto Funds Centre Ltd., London (SFCL).
Net revenue generated by the Clearstream (post-trading) segment increased by 8 per cent. The segment
particularly benefited from higher interest rates in the US (significantly higher interest income) and, at
the same time, from a rise in the value of cash market securities held in custody.
The cash market showed significant year-on-year increases across all trading platforms. This was attri-
butable, on the one hand, to the extremely robust economic situation in Germany in the first half of the
year, which brought the benchmark index DAX to record levels at mid-year. On the other hand, Deutsche
Börse gained market share in trading DAX constituents from other trading platforms. In addition, low
interest rates make investments in equities and other variable-return securities more attractive compared
to fixed income investments. Net revenue increased by 5 per cent.
Deutsche Börse's commodities business, operated by European Energy Exchange and its subsidiaries
(EEX group), saw markedly increased volumes in the area of power products trading. This helped EEX
to regain market share on the German power derivatives market, after the announced split of the Ger-
man/Austrian price zone had caused great market uncertainty in the previous year. On a full-year basis,
trading in EEX power products thus rose by 19 per cent. Regarding FX trading, operated by Deutsche
Börse's subsidiary 360T, it was new customer business that provided the basis for achieving growth in a
stagnating market. 360T also benefited from the first-time consolidation of GTX, a US foreign-exchange
trading platform, as of the second quarter of 2018.
In the derivatives market, greater and (temporarily) very high volatility was reflected in a material increase
of traded volumes in index derivatives, Eurex Exchange's biggest business segment. In addition, traded
volumes in interest rate contracts rose once again, largely due to the expectation that the ECB will also
change its interest rate policy over the medium term on the one hand, and due to political instability in
Europe on the other (particularly with regard to the new Italian government). Overall, the volume of
futures and options contracts traded on the Eurex Exchange was up 16 per cent compared to 2017.
Aggregate net revenue in the Eurex segment (financial derivatives) was up by 17 per cent year on year.
Further infomation
Notes
Financial statements
■Full consolidation of GTX and Swisscanto
50.0
86.8
39
Net revenue in the Eurex
Overall, net revenue in the Eurex segment increased by 18 per cent in 2018. This development was also
helped by the waiver of a temporary reduction in handling fees for cash collateral provided by clients,
effective 1 April 2018. Since then, Eurex has reintroduced a handling fee of 20 basis points on cash
collateral, which resulted in the corresponding interest income rising sharply compared to the previous
year. Relative to net revenue, adjusted operating costs increased below average by 3 per cent. Therefore,
adjusted EBITDA rose by 25 per cent.
Net revenue from OTC clearing improved by 137 per cent during the year under review. Both revenue
and volume performance were fully in line with expectations.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
59
At the end of 2018, Eurex announced that it would extend its Eurex Clearing Partnership Program to also
include the repo business, starting in the first quarter of 2019. Besides the clearing of repos for pension
funds and asset managers, the programme is aimed, in particular, at expanding the repo business in the
interbank market for European sovereign bonds at Eurex.
Since 1 February 2016, Eurex Clearing AG has been registered with the Commodity Futures Trading
Commission (CFTC) as a derivatives clearing organisation (DCO) under the Commodity Exchange Act
with authorisation to provide clearing services for OTC interest swaps for US-based clearing members.
Eurex Clearing has thus also been allowed to clear client business for US-based clearing members since
22 December 2018. Moreover, further expansion during 2019 will be seen in clearing services,
access models and the global distribution network of OTC interest rate derivatives.
The Eurex Clearing Partnership Program that was announced last year has made progress during 2018.
The programme's goal is to create a liquid, EU-27-based alternative for the clearing of interest rate swaps
denominated in euros. Up to now, 33 participants from the US, UK, Asia and Continental Europe have
joined the programme. Against this backdrop, the clearing volume in interest rate derivatives rose signifi-
cantly compared to last year. Hence, the outstanding notional volume at the end of December 2018 was
significantly above the 2017 year-end.
In December 2018, Eurex Clearing AG performed its first multilateral portfolio compression cycle for OTC
interest rate derivatives. By means of a compression, investors can reduce their portfolio's notional value,
as trades can be offset within their own portfolio or multilaterally with other market participants. As capi-
talisation rules and the Basel III Leverage Ratio are based on gross notional values, a compression reduces
the capitalisation required for derivatives trading while also mitigating operational and credit risks. Thanks
to the tri-party portfolio compression conducted by Eurex Clearing, outstanding volumes in OTC interest
rate derivatives were reduced by 16 per cent.
Interest rate derivatives saw an increase in trading volume of 8 per cent. This was driven, on the one
hand, by the Fed's four interest hikes during the course of 2018. On the other hand, the ECB's decision
to phase out its bond-buying programme by the end of the year opened up the prospect of a foreseeable
end to the euro area's extremely low interest rate environment. Eurex derivatives on Italian BTPs
generated a record volume of 50.1 million contracts in 2018. This high volume was achieved amidst
the events surrounding the formation of a new government in Italy; after that, the new government's
budget proposal caused further market uncertainty.
Due to a higher level of volatility in the financial markets compared to the prior year, the Eurex segment
saw total trading volume in the reporting year increase by 16 per cent to 1,951.8 million contracts (2017:
1,675.9 million). The strongest growth rates were seen in single-stock and equity index derivatives busi-
nesses (35 per cent and 16 per cent, respectively). An increase in hedge transactions stemmed from mount-
ing concerns about unresolved trade disputes, political uncertainty and fears of an economic slowdown.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
58
(financial derivatives) segment
€ million
936.1
Other¹)
35.9
60
60
2) Including net interest income on margins for OTC interest rate swaps
1) Including connectivity and member fees
2018
2017
389.7
Equity index derivatives
208.1
Interest rate derivatives
Half of the segment's net revenue (50 per cent) in the year under review was generated from equity
index derivatives. Interest rate derivatives and equity derivatives contributed 25 per cent and 5 per
cent, respectively. The rapidly-growing interest rate derivatives clearing business more than doubled its
contributed share of net revenue to more than 3 per cent. Handling fees for cash collateral provided by
clients earned 5 per cent of net revenue. Furthermore, the Eurex segment generated other revenue (12 per
cent), mostly from connectivity and participant fees.
231.9
10.8
35.7
Equity derivatives
42.7
43.8
OTC-Clearing²)
25.6
796.5
Margin fees
50.0
44.4
36.4
In the Eurex (financial derivatives) segment, Deutsche Börse Group reports on financial derivatives trad-
ing and the clearing business at Eurex Exchange. The clearing volume of OTC interest rate swaps, one of
the structural growth factors for Deutsche Börse Group, is reported as a separated item within the segment.
The performance of the Eurex segment largely depends on the trading activities of institutional investors,
as well as proprietary trading by professional market participants.
466.2
1,001
m contracts
m contracts
Financial derivatives: trading volumes on Eurex Exchange
25
503.9
630.8
-16
663.0
559.4
3
295.7
%
304.9
326.4
376.3
3
115.6
118.6
EBITDA (adjusted)
EBITDA
Operating costs (adjusted)
Operating costs
1) Due to other traded products, such as exchange-traded commodities (ETCS) on precious metals derivatives, the total shown does not equal the sum
of the individual figures.
Other (incl. connectivity, member fees and net interest income on margins
for exchange-traded products)
15
Derivatives¹)
PERFORMANCE INDICATORS
1,951.8
1,339.7
Equity index derivatives
310
1,930.8
14,747.9
%
€bn
€bn
35
275.0
372.1
8
7,913.9
628.5
582.1
1,675.9
949.8
16
Interest rate derivatives
818.6
Equity derivatives
Financial derivatives: OTC clearing volumes
Notional outstanding
Notional cleared
16
Moreover, Xetra further expanded its position as the reference market for trading in DAX constituents and
increased its market share (68 per cent), thereby building on what was already a high level (2017:
65 per cent). The attractiveness of Xetra exchange trading was also enhanced thanks to T7, the new
trading technology introduced in July 2017. T7 offers numerous advantages to clients. For instance, the
new system even further reduces latency, which is the time needed for order processing.
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
59
65
Initial public offerings (IPOs) in the Xetra segment also developed very well. In total, 18 IPOs generated
an aggregate issue volume of €11.6 billion. 16 companies opted for a Prime Standard listing, while two
issuers went public in the Scale segment for small and medium-sized enterprises. At €4.2 billion, the
IPO of Siemens Healthineers AG in March 2018 was the biggest flotation by far, followed by the issuan-
ces of Knorr-Bremse AG and DWS Group GmbH & Co. KGaA.
Management report | Report on economic position
146.7
During the year under review, the Xetra segment generated most of its net revenue (75 per cent) from
the trading and clearing of securities. Listing fees and other revenues contributed 8 per cent and 18 per
cent, respectively.
In the Xetra segment (cash equities), Deutsche Börse Group reports on the development of its cash
market trading venues (XetraⓇ, the Frankfurt Stock Exchange and Tradegate). Besides trading and
clearing services, the segment generates revenue from the listing of companies' securities and exchange
admissions, connecting clients to their trading venues and providing services to partner exchanges.
14
18
1,320.9
1,552.7
166.9
Equities
ETF/ETC/ETN
17
1,467.6
Cash market trading volumes rose by 17 per cent in 2018, marking the highest level since 2008.
Compared to other European trading platforms, Deutsche Börse Group's trading venues also performed
very successfully in 2018 and grew stronger than their relevant peers.
Notes
17.8
Furthermore, trading volumes in ETFs on indices surpassed last year's level at €151.1 billion (2017:
€132.2 billion). Hence, Deutsche Börse was again the leading trading venue for trading ETFs in Europe:
a total of 1,368 ETFs were listed as at 31 December 2018 (2017: 1,205 ETFs). Assets under manage-
ment in ETFs totalled €524.2 billion at the end of 2018, which was in line with last year's figure
(2017: €527.1 billion). New ETF issuers with Deutsche Börse were JP Morgan AM, Expat and HANetf.
66
1,719.6
99
1) Including connectivity and member fees
2018
2017
Trading and clearing
161.1
170.6
Further infomation
15.4
41.8
Other¹)
40.3
218.3
228.7
€ million
Net revenue in the Xetra (cash equities) segment
Net revenue in the Xetra segment increased by 5 per cent in 2018 but fell short of the trading volumes'
growth rate. This was mainly driven by the roll-out of the new T7 trading system and the related
adjustments to pricing models. Correspondingly, average margins did not reach the previous year's level.
The segment's adjusted EBITDA rose by 9 per cent.
Low interest rates and the general market environment further increased demand for Xetra-GoldⓇ as
an investment instrument in 2018. This bearer bond is backed by physical gold. At the end of the
financial year 2018, the gold held in custody reached a record of 181.4 tonnes (2017: 175.0 tonnes),
equivalent to around €6.5 billion (2017: €6.0 billion). Amongst the exchange-traded commodities
(ETCs) available on Xetra, the most actively traded security was Xetra-Gold. The aggregate order book
turnover on Xetra was approximately €2.66 billion in 2018.
Listing
Trading volume (single-counted order book turnover at the trading venues Xetra®,
Börse Frankfurt and Tradegate)
17.8
€bn
6
161.1
170.6
Trading and clearing
5
218.3
228.7
Net revenue
%
€m
€m
FINANCIAL KEY FIGURES
Change
2017
2018
Xetra (cash equities) segment: key indicators
Xetra (cash equities) segment
Further infomation
Deutsche Börse Group | Annual report 2018
Listing
15.4
16
Other (incl. connectivity and member fees)
€bn
PERFORMANCE INDICATORS
9
120.6
131.6
EBITDA (adjusted)
0
115.1
115.5
%
EBITDA
102.9
102.7
Operating costs (adjusted)
10
108.4
118.8
Operating costs
41.8
40.3
0
Executive and Supervisory Boards
PERFORMANCE INDICATORS
Financial statements
In April 2018, five markets (Belgium, France, Italy, Luxembourg and the Netherlands) migrated to
Clearstream's new investor-CSD model for TARGET2-Securities (T2S), which is the pan-European
settlement platform for central bank money introduced by the ECB. Clearstream's investor-CSD model
allows customers to consolidate their securities and cash activities in the T2S markets, enabling them
to benefit from higher liquidity, better funding and lower risk. Clearstream has thus succeeded in
migrating the first truly cross-border volumes onto the ECB's pan-European securities settlement platform.
At the same time, Clearstream has been the first central securities depository to provide its clients
with access to all T2S markets (using central bank money) and international markets by way of a
The value of securities held in custody in the CSD and ICSD business increased slightly by 1 per cent
year on year. The quantity of international settlement transactions increased by 8 per cent during the
2018 reporting year.
As an international central securities depository (ICSD), Clearstream provides settlement and custody
services for securities held in Luxembourg. As a central securities depository (CSD), Clearstream serves
the market for German securities. In the year under review, the custody and settlement businesses
accounted for 53 per cent and 11 per cent of the segment's net revenue, respectively, while net interest
income from Clearstream's banking business contributed 22 per cent. Additionally, the segment provides
third-party services, such as regulatory reporting services (4 per cent of net revenue) and other services,
including connectivity and account maintenance (11 per cent of net revenue).
Deutsche Börse Group's settlement and custody activities are reported under the Clearstream (post-
trading) segment. By providing the post-trade infrastructure for the Eurobond market, Clearstream is
responsible for issuance, settlement, management and custody of securities from more than 50 markets
worldwide. Net revenue in this segment is mainly driven by the volume and value of securities under
custody, which determine the deposit fees. The settlement business depends primarily on the number of
settlement transactions processed by Clearstream, both via stock exchanges and over the counter (OTC).
This segment also contains the net interest income originating from Clearstream's banking business.
-4
13.6
8
44.65
1
11,245.9
11,302.7
48.39
13.1
%
Cash balances (daily average) (bn)
Settlement transactions ICSD (m)
Assets under custody ICSD and CSD (average) (€bn)
Notes
11
398.1
440.1
67
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
106.3
155.5
28.7
Third-party services
32.1
68.1
Other¹)
80.9
667.7
EBITDA (adjusted)
727.3
Net revenue in the Clearstream
(post-trading) segment
increase in adjusted EBITDA.
Overall, the Clearstream segment increased net revenue by 9 per cent in 2018, including €9.3 million
related to insurance services. Adjusted for this exceptional effect, net revenue rose by 8 per cent year-on-
year. Operating costs adjusted for exceptional effects advanced by 3 per cent, resulting in an 11 per cent
Business involving regulatory reporting services also increased markedly during the 2018 reporting
year. Clearstream offers such regulatory services to market participants and supervisory authorities via
REGIS-TR, a joint venture with Spain's Iberclear. Net revenue is recognised under third-party services
and was 4 per cent higher year on year.
The segment's main growth driver in 2018 was the 46 per cent rise in net interest income, which
Clearstream generated on the cash deposits pledged by its clients. This resulted above all from rising US
interest rates, as around 52 per cent of the cash deposits are denominated in US dollars. During the
course of the year, the US Federal Reserve raised its key interest rates on four separate occasions - and
most recently in December - to a range between 2.25 per cent and 2.50 per cent. Average customer
cash balances were down 4 per cent year on year.
comprehensive investor-CSD strategy - and all this through a single point of access. In December 2018,
the new model covering all classes of securities was enhanced to Austria. As at the end of 2018,
approximately 80 per cent of the custody and settlement volume of T2S markets was available through
Clearstream's investor-CSD model.
Further infomation
Notes
Financial statements
€ million
1
373.1
375.2
Settlement
-1
385.1
382.8
9
667.7
727.3
Custody
Net revenue
76.0
%
€m
€m
FINANCIAL KEY FIGURES
2017
2018
Clearstream (post-trading) segment: key indicators
Clearstream (post-trading) segment
Further infomation
Notes
Change
Management report | Report on economic position
79.5
Net interest income from banking business
EBITDA
3
269.6
277.7
Operating costs (adjusted)
19
294.6
351.9
Operating costs
-4
19
80.9
Other (incl. connectivity, account maintenance)
12
28.7
32.1
Third-party services
46
106.3
155.5
68.1
Financial statements
10.0
Executive and Supervisory Boards
The EEX (commodities) segment comprises Deutsche Börse Group's trading activities on EEX group's
platforms, located in Europe, Asia and North America. For participants in more than 600 countries
around the world, EEX group offers central market places for energy and commodity products. The prod-
uct portfolio comprises contracts on energy, metals and environmental products, as well as freight and
agricultural products. The segment's most important revenue drivers are the spot and forward power
markets, which account for 26 per cent and 32 per cent of revenue, respectively, and the gas market
(14 per cent).
-1
1,981.6
36
3,217.3")
6
543.3
%
TWh
TWh
576.6
4,385.5
1,962.9
1) Including trading volumes at Nodal Exchange since May 2017
Gas
Power derivatives
Power spot
Commodities: trading volumes on EEX
PERFORMANCE INDICATORS
26
91.2
115.2
Despite a challenging market environment, EEX group increased its trading volume in the spot power
market by 6 per cent in 2018. A landmark in respect of short-term power trading was the launch of
XBID, a cross-border solution for the connection of the intraday markets · - a project initiated by the Euro-
pean Commission. Deutsche Börse had won the contract for the platform's development and operation
in late 2013. The agreement was signed in June 2015 by Deutsche Börse AG and the four leading
European electricity exchanges, EPEX SPOT, GME, Nord Pool and OMIE. Launching XBID was an
important milestone on the way to an integrated European intraday power market. Not only will XBID
open up national markets for competition but it also plans to establish liquidity pooling for day-ahead
markets in 2019, analogous to intraday markets.
EEX group's power derivatives markets saw an increase in volume of 36 per cent. In the German and
Austrian markets, EEX continued to consolidate its position in 2018, following the 2017 debate over
price zones and a significant decline in volumes beginning in the second quarter of 2017 resulting from
the expected split of the unified German-Austrian price zone. In the meantime, EEX has again consoli-
dated its market share held by its former product for the common German-Austrian market. Overall,
trading volumes in these markets increased by 7 per cent year on year. EEX has already exceeded the
61
Deutsche Börse Group | Annual report 2018
82.1
30.8
Gas
36.6
59.0
Other¹)
70.8
212.2
256.6
EBITDA (adjusted)
€ million
Across all product groups, EEX group boosted net revenue by 21 percent during the year under review;
the segment's adjusted EBITDA rose by 26 per cent.
Gas market trading volumes were virtually flat during the year under review, hence the performance was
mixed. While EEX group's spot market growth was significant, volumes on the derivatives market declined.
US-based Nodal Exchange, which EEX group had acquired in May 2017, was another positive develop-
ment. In an overall declining market, Nodal managed to stabilise trading volumes and hence increased
its market share compared to its competitors. During 2018, Nodal Exchange introduced the T7Ⓡ trading
system, an important technical foundation for offering new products and asset classes.
market share it had in Germany before the announced split of the price zone. In its other European core
markets - namely France, Italy and Spain - EEX expanded its market share, expanding from what was
already a high level. Furthermore, EEX saw strong growth in the Netherlands and in Eastern European
power futures.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Net revenue in the EEX (commodities) segment
22
88.2
107.2
Power spot
21
212.2
256.6
Net revenue
%
€m
€m
FINANCIAL KEY FIGURES
67.1
Change
2018
EEX (commodities) segment: key indicators
EEX (commodities) segment
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
2017
Power derivatives
62.5
Power derivatives
EBITDA
17
121.0
141.2
Operating costs (adjusted)
20
124.0
149.2
Operating costs
7
20
70.8
Other (incl. connectivity, member fees and admission allowance)
19
30.8
36.6
Gas
37
59.9
82.1
59.0
Management report | Report on economic position
59.9
67.1
Deutsche Börse Group | Annual report 2018
80
63
The average trading volume per day (including GTX ECN) increased by 13 per cent year on year; it
benefited especially from numerous new client acquisitions and also from slightly higher trading activity
of market participants. Drivers were the Fed's interest rates hikes and the ECB's announced expiration of
its bond-buying programme by the end of 2018. Also, temporarily increased volatility was caused by the
US and Chinese governments imposing trade tariffs on each other and the impact on global trade flows,
as well as continuing uncertainty about the United Kingdom leaving the European Union.
Net revenue of the 360T segment is largely driven by trading activities of institutional investors, inter-
nationally active companies, and the provision of liquidity through so-called liquidity providers. During the
year under review, the segment generated 81 per cent of its revenue from foreign-exchange trading and
19 per cent from the provision of other services.
The acquisition of GAIN Capital Holdings, Inc.'s GTX Electronic Communication Network (ECN) business
was a major milestone within the expansion of Deutsche Börse Group's foreign-exchange franchise. The
deal was signed on 29 June 2018 at a purchase price of US$100.1 million. By acquiring this US-based
ECN platform for forex trading, 360T has strengthened its position on the global forex markets and its
presence on the US market. The transaction is in line with Deutsche Börse Group's "Roadmap 2020" to
grow its business in a targeted manner and has expanded and diversified 360T's footprint in OTC forex
trading. With GTX, 360T has won a spot interbank FX platform whose product range and customer base
complement 360T's existing business. The company has been integrated into Deutsche Börse Group's
structures as scheduled during the year under review, with the integration being largely completed at the
end of 2018. The reported results include the acquisition since its closing.
In the 360T (foreign exchange) segment, Deutsche Börse Group manages its foreign-exchange trading
business, which takes place on the platforms provided by its subsidiary 360T.
13
61.0
1)
69.2
%
€bn
€bn
11
29.9
33.1
45
20.0
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Deutsche Börse Group | Annual report 2018
64
49
1) Including connectivity and member fees
2018
2017
56.5
Trading
66.7
28.9
10.0
Other¹)
12.1
78.8
€ million
(foreign exchange) segment
Net revenue in the 360T
Like for like, i.e. excluding effects from the initial consolidation of the GTX ECN business, net revenue
grew by 10 per cent to €73.0 million in the financial year 2018. This more pronounced percentage
increase, compared to trading volumes, is mostly down to the product mix, with higher volumes in
products generating higher margins. The GTX business contributed €5.8 million to net revenue. The
360T segment's adjusted EBITDA improved by 11 per cent during the year under review.
Together with Eurex's trading and clearing business, 360T also made considerable progress in realising
FX revenue synergies. Besides a central order book for OTC transactions, which is in its ramp-up phase
and has completed initial proof-of-concept tests, further participants joined during the fourth quarter of
2018, both as liquidity providers and as clearing members for EurexⓇ-listed FX futures. By extending
trading times to 23 hours per day, the trading volume rose correspondingly. With the completion of tests
expected during the first half of 2019, market participants will have access to clearing services for over-
the-counter forex transactions for the first time. In combination with the Data segment, 360T has rolled
out a product providing data on both foreign-exchange spot and swap markets. So far, the new product
has been very popular with market participants.
Further infomation
66.5
25
36.6
45.7
Operating costs (adjusted)
Operating costs
Other (incl. connectivity and member fees)
Trading
Net revenue
FINANCIAL KEY FIGURES
360T (foreign exchange) segment: key indicators
360T (foreign exchange) segment
Further infomation
EBITDA
Notes
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
29
62
1) Including connectivity, member fees and admission allowance
2018
2017
Power spot
Financial statements
62.5
EBITDA (adjusted)
Foreign exchange: trading volumes on 360T
7
46.5
49.9
21
Net interest income from
banking business
12.1
18
56.5
66.7
PERFOMANCE INDICATORS
18
78.8
%
€m
€m
Change
2017
2018
1) Including GTX trading volumes since July 2018
Average daily vol
66.5
79.5
-4
Settlement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
69
69
In an effort to further expand its fund services offering, Clearstream acquired Swisscanto Funds Centre
Ltd., London, (SFCL) from Zürcher Kantonalbank in the reporting year. The transaction, involving an
amount in the high double-digit million-euro range, closed as at 1 October 2018. As at 2 November
2018, the company was renamed to Clearstream Funds Centre Ltd. Through this transaction,
Clearstream has extended its range of fund services to include the management of distribution contracts
The increase in settlement transactions reflects the trading activity of new clients, as well as generally
heavier trading activities compared to the previous year – particularly in the international business.
Despite the weak stock market performance, the value of securities held in custody increased by 7 per
cent during the 2018 financial year. Growth was mainly due to a number of large new clients, which
Clearstream won for its investment fund services, including renowned names such as Banque
Internationale à Luxembourg (BIL), SIX SIS and Lombard Odier who chose Clearstream as a strategic
partner to consolidate their funds business. Whereas BIL migrated its mutual fund holdings in 2018 and
plans to follow this by transferring its hedge funds, SIX SIS expects to start this process in the near future.
In the year under review, custody services accounted for 43 per cent of the segment's net revenue
while settlement services contributed 32 per cent. Moreover, the segment provides other services such
as connectivity, order routing and reporting, which contributed 25 per cent to net revenues.
In the IFS (investment fund services) segment, Deutsche Börse Group reports the settlement activity and
custody volumes of exchange-traded mutual and hedge funds processed by Clearstream. Customers are
able to settle and manage their entire fund portfolio via Clearstream's VestimaⓇ fund processing platform.
Net revenues in the IFS segment are largely a function of the value of assets under custody and the
number of settlement transactions, which determine the fees. The IFS business is one of the dedicated
structural growth engines of Deutsche Börse Group.
8
7
2,218.7
22.7
2,384.9
24.5
%
Assets under custody (average) (€bn)
Settlement transactions (m)
PERFORMANCE INDICATORS
21
55.7
67.5
EBITDA (adjusted)
-11
Management report | Report on economic position
51.7
Financial statements
Further infomation
76.0
70
70
1) Including connectivity, order routing and reporting fees
2018
2017
61.3
65.9
45.2
Settlement
49.4
31.1
Other¹)
39.0
137.6
154.3
€ million
(investment fund services) segment
Net revenue in the IFS
As a result of both higher custody assets and number of settlement transactions, as well as the full
consolidation of SFCL as at 1 October 2018, the IFS segment recorded 12 per cent growth in its net
revenue in the past financial year. Due to the segment's highly scalable business model, adjusted
EBITDA climbed by 21 per cent.
and data processing. Clearstream will be able to offer SFCL's range of services not only to SFCL's existing
client base but also to its own international clientele. Thanks to this broader offering, Clearstream
anticipates revenue in this segment to increase by a low double-digit million-euro amount and plans to
realise synergies in terms of cross-selling.
Notes
46.0
Custody
6
€m
FINANCIAL KEY FIGURES
Change
2017
2018
IFS (investment fund services) segment: key indicators
IFS (investment fund services) segment
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
99
68
1) Including connectivity and account maintenance
2018
Custody
382.8
EBITDA
385.1
€m
%
2017
154.3
Net revenue
Operating costs (adjusted)
85.7
108.3
81.9
Operating costs
25
31.1
39.0
Other (incl. connectivity, order routing and reporting fees)
26
45.2
137.6
9
12
Custody
86.8
61.3
8
Settlement
65.9
49.4
Development of profitability
1) Including CEF® data services
2018
2017
Cash and derivatives data
108.8
113.6
10.7
17.8
34.7
Other¹)
154.2
170.3
€ million
Net revenue in the Data segment
Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes
to average equity available to the Group during the course of 2018. At 17.1 per cent, return on
shareholders' equity was below the previous year's ratio in the 2018 financial year (2017: 18.8 per
cent). Adjusted for the exceptional effects described in the ☑“Results of operations" section, the
return on equity amounted to 20.8 per cent (2017: 18.4 per cent).
Further infomation
Regulatory services
38.9
Consolidated cash flow statement (condensed)
Deutsche Börse Group | Annual report 2018
1,056.2
Notes
1,298.2
Cash flows from operating activities
1,107.2
1,176.5
Cash flows from operating activities (excluding CCP positions)
€m
75
€m
2018
Cash flow
Financial position
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
2017
Financial statements
-1
Executive and Supervisory Boards
Operating costs (adjusted)
40
59.6
83.5
Operating costs
12
34.7
38.9
53.0
Other (incl. CEFⓇ data services)
10.7
17.8
Regulatory services
4
108.8
113.6
Cash and derivatives
Cash flows from investing activities
66
53.6
EBITDA
86.7
Deutsche Börse Group | Annual report 2018
74
Overall, the segment boosted net revenue by 11 per cent in 2018, with adjusted EBITDA up by
17 per cent.
Net revenue from regulatory services increased by 66 per cent in the financial year 2018. Growth was
particularly driven by the Regulatory Reporting Hub, which was rolled out at the beginning of January
2018. The Hub offers clients bundled solutions tailored to their reporting requirements, especially in
accordance with the revised EU Markets in Financial Instruments Directive (MiFID II).
Despite a decline in the number of subscribers, the segment increased net revenue from cash and
derivatives markets data by 4 per cent in the financial year under review. This performance was also
driven by the further development of the segment's licensing model, which has been differentiated
regarding specific usage - especially with regard to automated data processing.
During the year under review, 67 per cent of net revenue was attributable to the supply of cash and
derivative markets data; 10 per cent of net revenue was generated with regulatory services and the
remaining 23 per cent with other services.
In the Data segment, Deutsche Börse Group reports on the development of its business concerning
licences for real-time trading and market signals, together with the supply of historical data and analytics.
The most important products in this respect are order book data from the cash and derivatives markets,
as well as reference data of Deutsche Börse and data from its partner exchanges. The segment generates
much of its net revenue on the basis of long-term client relationships; it is relatively independent of
trading volumes and capital markets volatility. Revenues from regulatory services are also shown in this
segment.
-14
%
438.2
thousand
thousand
337.8
PERFORMANCE INDICATORS
Subscriptions
17
100.6
117.2
EBITDA (adjusted)
-8
94.6
Management report | Report on economic position
792.0
€600 m
Cash flows from financing activities
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
77
The data included for the purpose of calculating interest coverage comprises interest expenses incurred
for financing Deutsche Börse Group, less interest expenses incurred by subsidiaries that are also
financial institutions, including Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing
AG. Interest expenses incurred that are not related to Group financing are not included in the calculation
of interest coverage.
Therefore, the Group targets a minimum consolidated interest coverage ratio (defined as the ratio of
EBITDA to interest expenses from financing activities) of 16. In 2018, Deutsche Börse Group achieved
this target, with an interest coverage ratio of 40.8 (2017: 32.7). This figure is based on relevant
interest expenses of €41.2 million and adjusted EBITDA of €1,678.6 million.
The company's clients generally expect it to maintain conservative interest coverage and leverage ratios
and, thereby, achieve a good credit rating.
Capital management
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Management report | Report on economic position
February 2021/ 2.75% (until
February 2041 call date)
DE000A161W62
€600 m
Fixed-rate bearer bond
(hybrid bond)
1.125%
March 2028
10 years
DE000A2LQJ75
10
Call date
5.5 years/
final maturity in
25.5 years
Fixed-rate bearer bond
Financial statements
Further infomation
8.7
€500 m
Fixed-rate bearer bond (term until October 2025)
14.8
14.8
€600 m
Fixed-rate bearer bond (term until October 2022)
7.6
Notes
1.7
Fixed-rate bearer bond (term until March 2018)"
€m
€m
2017
2018
Issue volume
Interest expense from financing activities
Deutsche Börse Group's interest coverage ratio
€600 m
Luxembourg/
Frankfurt
1.625%
October 2025
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
16
76
As in previous years, the Group assumes it will have a strong liquidity base in financial year 2019 due
to its positive cash flows from operating activities, adequate credit lines and flexible management and
planning systems.
The strongly positive operative cash flow from operating activities is essentially matched by the purchase
of the GTX Electronic Communication Network business in the amount of €85.9 million and Swisscanto
Funds Centre Ltd. in the amount of €83.3 million, investments in intangible assets and property
amounting to €160.0 million, a treasury share repurchase programme amounting to €364.2 million
and the distribution of €453.3 million in dividends by Deutsche Börse AG for the 2017 financial year
(dividends for the 2016 financial year: €439.0 million).
Notes
Deutsche Börse Group generated €1,176.5 million (2017: €1,107.2 million) in cash flow from operating
activities, excluding changes in CCP positions on the reporting date. This figure is determined indirectly,
resulting from the net profit for the period amounting to €852.5 million (2017: €896.0 million), which is
adjusted by non-cash expense and income such as depreciation and deferred tax assets. Additionally,
changes in working capital resulted in a positive contribution to cash flow from operating activities
amounting to €105.7 million (2017: €156.6 million), such contribution arising in particular in
connection with the programme for the implementation of the company strategy "Roadmap 2020", which
contributed a total of €108.3 million to the increase in provisions.
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 as at 31 December 2018 amounted to €1,839.0 million (31 December
2017: €580.2 million). Other cash and bank balances amounted to €1,322.3 million as at
31 December 2018 (31 December 2017: €1,297.6 million).
1,297.6
1,322.3
580.2
1,839.0
Cash and cash equivalents as at 31 December
Cash and other bank balances as at 31 December
-501.0
-832.9
In the 2018 financial year, Deutsche Börse Group generated a positive cash flow of €1,257.3 million
(2017: €737.1 million). The informative value of Deutsche Börse Group's cash flow is relevant only to a
limited extent since it includes in particular CCP positions which are subject to significant fluctuations on
the reporting date, as well as the inflows and outflows resulting from the banking business. Adjusted by
these technical effects, the cash flow in the 2018 financial year can essentially be explained as follows:
Further infomation
For further details regarding the cash flow, please refer to the ☑ consolidated cash flow statement as well
as note 22 to the consolidated financial statements.
Operating leases
10 years
DE000A1684V3
€500 m
Fixed-rate bearer bond
Luxembourg/
Frankfurt
Listing
Coupon p.a.
2.375%
Maturity
October 2022
Term
10 years
DE000A1RE1W1
€600 m
Fixed-rate bearer bond
ISIN
Issue volume
Туре
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2018)
Deutsche Börse Group meets its operating liquidity requirements primarily from internal financing, i.e.
by retaining generated funds. The aim is to maintain liquidity at about the same level of operating costs
for one quarter (currently between €150 million and €250 million). An intra-Group cash pool is used for
pooling excess liquidity cash as far as regulatory and legal provisions allow. All of the Group's cash is
invested in short-term instruments to ensure rapid availability and are largely collateralised 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
25 to the consolidated financial statements for details on financial risk management). In recent years,
Deutsche Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to
meet its structural financing needs.
Liquidity management
Deutsche Börse Group uses operating leases and does so, above all, for the office building in Eschborn
that the Group moved into in the second half of 2010 and for the buildings used by Clearstream
International S.A. in Luxembourg (see note 27 to the consolidated financial statements for details).
181.9
154.2
763.6
%
42.4
39.2
39.8 Securities lending
81.6
83.1
€ million
(collateral management) segment
Net revenue in the GSF
43.3 Repo
Net revenue from the repo franchise - which encompasses triparty repo, GC PoolingⓇ and collateral
management - contributed 52 per cent of the segment's net revenue while net revenue from securities
lending services accounted for 48 per cent.
-6
399.8
377.6
-10
60.0
53.8
%
€bn
In the GSF (collateral management) segment, Deutsche Börse Group reports business development at
Clearstream's securities financing and collateral management services.
€bn
2017
71
Net revenue
%
€m
€m
FINANCIAL KEY FIGURES
Change
2017
2018
2018
STOXX (index business) segment: key indicators
The segment's adjusted EBITDA declined by 5 per cent in the reporting year due to a disproportionate
rise in adjusted operating costs.
In the GSF business, average outstanding volumes in repo decreased by 6 per cent. Since the ECB
began to provide additional liquidity on the market as part of its quantitative easing (QE) programme,
volumes declined over time, especially in GC Pooling. At the same time, securities lending revenues
(strategic and fails lending programmes) overcompensated the declining collateral volumes, raising GSF
net revenue overall by 2 per cent compared to 2017.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
STOXX (index business) segment
Average outstandings from repo
Average outstandings from securities lending
PERFORMANCE INDICATORS
2
81.6
83.1
%
€m
€m
Repo
Net revenue
43.3
FINANCIAL KEY FIGURES
2017
2018
GSF segment (collateral management): key indicators
GSF (collateral management) segment
Further infomation
Notes
Financial statements
Management report | Report on economic position
Change
42.4
2
Securities lending
-5
45.6
43.1
-20
42.9
34.2
10
36.0
39.5
25
38.7
48.4
2
39.2
39.8
EBITDA (adjusted)
EBITDA
Operating costs (adjusted)
Operating costs
ETF licences
170.3
144.5
13
27.1
Exchange licences
31.3
59.1
Other licences¹)
69.4
144.5
127.7
41.5
€ million
After a dynamic start to the year, the weaker market environment – and especially the reallocation of
investors' funds from Europe to other regions during the further course of the year caused a slowdown
in the growth of ETF licence fees. Due to the rise in volatility and the resulting higher volumes traded
at Eurex, the net revenue from exchange licences was significantly higher. Overall, the segment's net
revenue in full-year 2018 increased by 13 per cent. Adjusted EBITDA improved by 17 per cent during
the year under review.
Another innovative product developed by the STOXX segment was the recently introduced STOXX®
Europe 600 ESG-X index, which features a standardised screening based on ESG exclusion criteria. The
screening is based on criteria applied by institutional investors and helps to reduce both reputational and
idiosyncratic risks. Furthermore, with the launch of fixed-income indices designed to reflect the concept
of liability-driven investing (LDI) in the second quarter of 2018, STOXX has focused on a market
amounting to some 1 trillion pound sterling. These indices can be used as independent reference points
for defined benefit pension plans; they are also suitable as flexible, investable building blocks for LDI
portfolios. The index methodology allows pension insurance schemes to better align their assets with
their liability profile over time.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Net revenue in the STOXX
(index business) segment
72
43.8
2017
€m
€m
Net revenue
FINANCIAL KEY FIGURES
Change
2017
2018
Data segment: key indicators
ETF licences
Data segment
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
73
1) Including licences on structured products
2018
Further infomation
Of the STOXX segment's net revenue, 30 per cent was attributable to ETF licence fees, 22 per cent to
exchange licence fees and 48 per cent to other licence fees. While the amount of ETF licence fees
depends on the volume globally invested in ETFs based on the STOXX and DAX indices, exchange
licence fees are mainly driven by the trading volumes of STOXX and DAX index derivatives at Eurex.
Licence fees from structured products are shown as part of other licence fees.
The STOXX segment (index business) comprises Deutsche Börse Group's index business, which it
conducts through its STOXX Ltd. subsidiary. The extensive range of indices offered by STOXX provides
issuers with a wealth of opportunity to create financial instruments for a diverse range of investment
strategies.
1) Including licences on structured products
42.2
44.5
13
47.7
53.9
17
59.1
69.4
5
Operating costs (adjusted)
Other licences¹)
15
27.1
31.3
Exchange licences
6
41.5
43.8
Operating costs
EBITDA
EBITDA (adjusted)
90.6
15
8.7
875.4
-2
28.7
27.7
7
76.8
81.9
Assets under management in ETFs on STOXX® indices (average for the period)
Assets under management in ETFs on DAX® indices (average for the period)
Index derivatives (traded contracts) (m)
%
€bn
€bn
PERFORMANCE INDICATORS
17
85.5
100.0
13
79.9
127.7
Fixed-rate bearer bond (term until March 2028)²)
Gross debt/ EBITDA
5.6
On 13 September 2018, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with
a stable outlook. The rating reflects Clearstream Banking's leading position in the post-trading business
and its diligent liquidity management, as well as its impeccable capitalisation.
On 20 November 2018, S&P affirmed the AA credit rating of Deutsche Börse AG. The rating reflects
the assumption that the Group will continue its growth strategy and reach at least the lower end of
its growth targets.
80
Executive and Supervisory Boards
€600 m
79
9
1,253.3
≥ 1,100
€m
Tangible equity of Clearstream Banking S.A. (as at the reporting date)
25.1
≥ 14
Interest coverage ratio
69
> 50
%
Free funds from operations (FFO) / net debt
1.1
≤ 1.75
Net debt/ EBITDA
2018
Target figures
Deutsche Börse AG regularly has its credit quality reviewed by S&P, while Clearstream Banking S.A. is
rated by Fitch and S&P.
Relevant key performance indicators according to the adjusted calculation method
A-1+
F1+
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further infomation
Dividends and share buy-backs
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. Within this range,
the Group manages the actual dividend payout ratio depending on the business performance and taking
into account aspects of continuity. Furthermore, the company aims to invest the remaining freely
available funds primarily in organic growth, but also for complementary external development. Should
the investment of these funds by the Group not be possible, additional dividend payouts would represent
another possibility for distribution.
For the financial year 2018, Deutsche Börse AG is proposing that the Annual General Meeting resolve
to pay a dividend of €2.70 per no-par value share (2017: €2.45). This dividend corresponds to a
distribution ratio of 49 per cent of net profit for the period, attributable to Deutsche Börse AG
shareholders, adjusted for exceptional effects described in the ☑“Results of operations" section
(2017: 53 per cent, also adjusted for exceptional effects). Given 183.3 million no-par value shares
bearing dividend rights, this would result in a total dividend amount of €495.0 million (2017:
€456.4 million). The number of shares bearing dividend rights is produced by deducting 6.7 million
treasury shares from the ordinary share capital of 190.0 million shares.
-
Furthermore, Deutsche Börse AG announced in April 2017 that it would launch a share repurchase
programme with a volume of around €200 million during the second half of 2017. The programme
was operated from 27 November 2017 to 28 March 2018. On top of this, Deutsche Börse AG
announced on 5 December 2017 that it would launch an additional share repurchase programme – also
with a volume of around €200 million - during the course of 2018. The programme was operated from
13 August 2018 to 2 November 2018. Further details on the purchase of treasury shares within the
scope of the share repurchase programme, pursuant to section 160 (1) no. 2 of the AktG are available
in the notes to Deutsche Börse AG's annual financial statements, section “Equity".
Credit ratings
Credit ratings
Deutsche Börse AG
S&P Global Ratings
Clearstream Banking S.A.
Fitch
S&P Global Ratings
Long-term
Short-term
AA
A-1+
AA
AA
1,337.0
1,253.3
Deutsche Börse Group | Annual report 2018
≥ 16
≥ 700
≥ 400
Interest coverage 3)
1) With maturity on 26 March 2018 and fully repaid
41.2
43.7
1,678.6
40.8
1,431.1
32.7
2) Refinancing of the bond maturing on 26 March 2018
3) EBITDA / interest expense from financing activities (includes 50 per cent of the interest on the hybrid bond)
figure is based on gross debt of €1,982.2 million, and adjusted EBITDA of €1,678.6 million. Gross debt
comprises interest-bearing liabilities of €1,982.2 million.
According to the definition of the rating agency, only 50 per cent of the Group's hybrid bond is deducted
to determine gross debt as well as interest expenses.
Furthermore, the company endeavours to maintain the strong AA credit rating of its subsidiary
Clearstream Banking S.A., in order to ensure the long-term success of its Clearstream securities settlement
and custody segment. The activities of the Eurex Clearing AG subsidiary also require Deutsche Börse AG
to have and maintain a strong credit quality.
Deutsche Börse AG has stated its intention to maintain certain additional financial indicators for Clearstream
entities that it believes to be consistent with an AA rating. Specifically, this involves a commitment
to maintain minimum tangible equity (equity less intangible assets) of €700 million for Clearstream
International S.A., and of €400 million for Clearstream Banking S.A. During the reporting period,
Clearstream International S.A. exceeded this commitment, reporting tangible equity of €1,337.0 million
(2017: €1,206.6 million); Clearstream Banking S.A. was also higher at €1,253.3 million (2017:
€1,213.6 million). To the extent that the Clearstream subgroup has financial liabilities to non-banks, the
subgroup is committed to a minimum interest coverage ratio of 25. During the reporting period, as in the
previous year, Clearstream had no financial liabilities to non-banks; for this reason, no interest coverage
ratio is being reported.
Since 2007, Deutsche Börse Group's target figures are based on the calculation method used by S&P
Global Ratings (S&P) rating agency. As S&P has adjusted its method for rating market infrastructure
providers, new key performance indicators, as listed below, will be used in the future. In order to achieve
a minimal financial risk profile consistent with an AA rating and in accordance with the S&P method, the
company aims to achieve the following targets for the new key performance indicators:
78
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
1.2
40.8
■ Net debt to EBITDA ratio: no more than 1.75
Further infomation
Total interest expense (incl. 50% of the hybrid coupon)
Other interest expense
Moreover, Deutsche Börse had targeted a maximum ratio of interest-bearing gross debt to EBITDA of 1.5
at Group level. In 2018, the Group achieved the target ratio of gross debt to EBITDA of 1.2. This
4.4
Tangible equity of Clearstream International S.A. (as at the reporting date)
Tangible equity of Clearstream Banking S.A. (as at the reporting date)
€m
EBITDA (adjusted)
Interest coverage ratio
≤1.5
2018
Target figures
The tables "Relevant key performance indicators according to the conventional calculation method"
and "Relevant key performance indicators according to the adjusted calculation method" illustrate the
calculation method and point out the differences between old and new values for the reporting year.
As of the first quarter of 2019, Deutsche Börse Group will report exclusively according to the adjusted
method.
S&P bases the determination of the key performance indicators on the corresponding weighted average
of the reported or expected results of the previous, current and following reporting periods. To ensure
the transparency of the key performance indicators, Deutsche Börse Group reports them based on the
respective current reporting period.
■ The Group's net debt is reconciled by first deducting 50 per cent of the hybrid bond, as well as the
surplus cash as at the reporting date, from gross debt (i.e. from interest-bearing liabilities). Liabilities
from operating leases and unfunded pension obligations are then added. Net debt in 2018 amounted
to €1,642 million.
respective imputed adjustments for operating leases and unfunded pension obligations. FFO in 2018
amounted to €1,091 million.
Relevant key performance indicators according to the conventional calculation method
■ To determine EBITDA, reported EBITDA is adjusted by the result from strategic investments, as well
as by expenses for operating leases and unfunded pension obligations. In 2018, EBITDA amounted
to €1,444 million.
€m
When calculating these key performance indicators, Deutsche Börse Group will closely follow the
method used by S&P.
Tangible equity (for Clearstream Banking S.A.): total of at least €1.1 billion
■ Interest coverage ratio (calculation changes by S&P): at least 14
■ Free funds from operations (FFO) to net debt: equal to or greater than 50 per cent
Fixed-rate bearer bond (hybrid bond)
€600 m
■ In order to determine FFO, interest and tax expenses are deducted from EBITDA, applying the
16.5
2.1
16.5
50 years
and older
30 years
40-49
Joiners
Under
Leavers
Joiners and leavers by age in 2018
Under
30 years
30-39
30-39
9
50 years
and older
Deutsche Börse AG
All locations
55
46
15
4
23
23
507
40-49
198
177
797
110
67
14
72
45
117
Ireland
52
36
88
17
16
33
Other locations
120
70
190
95
59
154
All locations
494
303
309
Deutsche Börse Group
62
104
3
16
13
3
1
Other locations
74
59
32
25
50
4
49
21
Total
372
285
96
44
157
218
91
41
90
35
12
69
Ireland
102
29
11
27
59
28
13
Luxembourg
39
41
12
4
20
35
16
5
Czech Republic
86
71
19
1
44
Czech Republic
10
1
Germany
76
246
44
Further infomation
Employees
This chapter provides an overview of key figures reflecting staff developments at Deutsche Börse Group;
at the same time, it satisfies the requirements for reporting on employee matters as part of the non-
financial statement.
Staff development
As at 31 December 2018, Deutsche Börse Group employed a total of 5,964 staff (31 December 2017:
5,640), having 96 nationalities at 37 locations worldwide. The average number of employees in the
reporting period was 5,800 (2017: 5,567). On a Group level, this corresponds to an increase of around
4.2 per cent compared to the previous year's reporting date, which was primarily a result of the
development of control functions and the consolidation of Clearstream Funds Centre Ltd. (formerly
Swisscanto Funds Centre Ltd.) and the US foreign-exchange trading platform GTX. The Group had an
average of 5,397 full-time equivalents during the year (2017: 5,183), including part-time employees.
As at 31 December 2018, the proportion of part-time employees was higher in the general workforce
than in management and higher amongst women than amongst men. For details regarding the exact
proportion by location, please refer to the table entitled “Key data on Deutsche Börse Group's
workforce as at 31 December 2018".
Employees by country/region
Germany
Luxembourg
Czech Republic
Ireland
United Kingdom
Rest of Europe
America
Asia
Total
Employees by segment
Eurex (financial derivatives)
1,077
1,028
1,661
2,689
Female
Male
Notes
Total
Total
Data
GSF (collateral management)
STOXX (index business)
IFS (investment fund services)
Xetra (cash equities)
Clearstream (post-trading)
360T (foreign exchange)
31 Dec 2018
648
Financial statements
Executive and Supervisory Boards
■ Energy and energy-related markets
1) HGB Handelsgesetzbuch (German Commercial Code)
■SDG 4 "Quality education"
"
SDG 5 "Gender equality"
■ SDG 8 "Decent work and economic growth"
■ SDG 10 "Reduce inequalities"
Economic participation and
education
■ SDG 4 "Quality education"
■ SDG 8 "Decent work and economic growth"
■ SDG 9 "Industry, innovation and infrastructure"
■ SDG 10 "Reduce inequalities"
■ SDG 12 "Responsible consumption and
production"
■ SDG 16 "Peace, justice and strong institutions"
■ SDG 17 "Partnerships for the goals"
■ Human and employee rights
■ SDG 5 "Gender equality"
Deutsche Börse Group | Annual report 2018
88
and production"
■ SDG 12 "Responsible consumption
■ SDG 9 "Industry, innovation and infrastructure"
■ SDG 8 "Decent work and economic growth"
Management report | Combined non-financial statement
■ SDG 7 "Affordable and clean energy"
■ SDG 16 "Peace, justice and strong institutions"
■ SDG 10 "Reduce inequalities"
■ SDG 8 "Decent work and economic growth"
■ SDG 10 "Reduce inequalities"
■ SDG 8 "Decent work and economic growth"
■ Good governance
■ Sustainable product and
service portfolio
429
890
563
Further infomation
797 staff joined the Group (excluding consolidation effects), while 507 employees left the Group during
the course of the year (excluding deconsolidation effects and number of employees who accepted one
of the Group offers within the framework of efficiency programmes and left the company or entered
partial retirement). The fluctuation rate was 8.7 per cent (unadjusted: 9.3 per cent) and thus above the
previous year (2017: 7.4 and 8.7 per cent respectively). At the end of the year under review, the
average length of service for the company was 9.5 years (2017: 9.4 years).
The number of Deutsche Börse AG's employees rose by 69 during the year under review to 1,502 as at
31 December 2018 (comprising 555 women and 947 men; 31 December 2017: 1,433). On average,
Deutsche Börse AG employed 1,465 people during the 2018 financial year (2017: 1,392). On 31 De-
cember 2018, Deutsche Börse AG had employees at six locations around the world. During the 2018
financial year, 69 employees left Deutsche Börse AG; the adjusted fluctuation rate thus amounted to
4.6 per cent (unadjusted: 5.4 per cent).
Joiners
Leavers
Male
Female
Total
Male
Female
Total
Joiners and leavers by gender in 2018
Deutsche Börse AG
All locations
66
54
120
96
40
56
Luxembourg
127
46
Notes
81
156
Germany
Deutsche Börse Group
69
22
47
90
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
49
135
184
118
90
194
201
312
134
208
228
176
404
327
74
32
98
5,964
89
5,964
275
197
242
752
103
1,767
253
725
1,265
31 Dec 2018
2,355
3,609
488
Management report | Combined non-financial statement
EEX (commodities)
Consolidated balance sheet
Respect for human rights p. 108
■ Code of conduct for suppliers
■ Supplier survey
■ Monitoring suppliers in relation to risk criteria
Anti-corruption and bribery matters p. 97
■Compliance organisation
■ Code of business conduct
■ Compliance rules
•
Compliance training
•
Whistleblowing system
Transparent, stable and
fair markets
■ Analysis of compliance risks
■ Data protection
■ Inside information
■ Internal/external audit
Further relevant aspects
Product matters p. 104
■ Customer satisfaction
■ Sustainable index products
10.8
€bn
96.80
77.54
81.39
■ Due diligence/customer review
59.22
•
Human capital development
■ SDG 12 "Responsible consumption
and production"
▪ SDG 17 “Partnerships for the goals"
Mandatory aspects
Environmental matters
■ Ecological awareness: ☑ code of business
conduct (principle no. 14).
■ Environmental aspects of products
or services: "Product matters" section
Employee matters p. 89
■ Staff development
■ Human resources strategy
"
■ Human and employee rights
Talent promotion
Measures to promote women
Target quotas for women
■Feedback for employees and managers
■ Training and continuing professional development
■ Work-life balance
Social matters p. 101
■ Sustainable financial market initiatives
Stable, transparent and fair markets
■ Systems availability
■ Market transparency
■ Stable financial markets
■ Environmental management
■ Promoting diversity and gender equality
■ SDG 9 "Industry, innovation and infrastructure"
€
Average market capitalisation
544)
554)
584)
%
Dividend payout ratio
2.703)
2.45
2.35
2.25
2.10
€
Dividend per share
534)
Performance indicators
1,688.42)
2,284.7
4,963.4
4,959.4
15,642.0
10,883.7
14,386.9 11,938.7
3,695.1 4,623.2
2,546.5
11,267.2
3,752.1
1,428.52)
€m
Financial liabilities measured at amortised cost
€m
Equity
2,283.2
Rating key figures
494)5)
3,911
Year-end closing price
Deutsche Börse shares
214)
184)
194)
204)
21
%
Return on shareholders' equity (annual average)6)
30
27.04)
27.04)
27.0
Employees (average annual FTEs)
26.0
%
Tax rate
26
25
27
234)
%
Personnel expense ratio (staff costs / net revenue)
5,397
5,183
4,731
4,460¹
26.04)
€m
■ SDG 8 "Decent work and economic growth"
UN Sustainable Development Goals (SDGs)
covered by Deutsche Börse Group
Fitch
Rating
AA
AA
AA
AA
AA
Market indicators
Xetra®, Börse Frankfurt and Tradegate
Trading volume (single-counted)
Eurex®
Number of contracts
AA
Clearstream
Investment fund services (IFS)
Assets under custody (annual average)
€bn
1,282.6
1,635.7
1,377.0
1,467.6
1,719.6
m
2,097.9
1,672.6¹)
1,727.5
Assets under custody (annual average)
1,675.9
AA
AA
17.2
104.95
21.5
Gross debt
EBITDA
1.54)
1.94)
1.5
1.4
1.2
Interest coverage ratio
%
26.04)
AA
23.2¹)
32.7
40.8
Deutsche Börse AG: S&P Global Ratings
Rating
AA
AA
AA
AA
AA
Clearstream Banking S.A.: S&P Global Ratings
Rating
AA
25.3
■ SDG 7 "Affordable and clean energy"
1,951.8
10,717.5
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further infomation
The combined non-financial statement outlines the objectives, actions, due diligence processes applied,
the involvement of the Group's management and other stakeholders, as well as the concept outcomes
with respect to employee matters (see the ☑“Employees" section), compliance (including combating
corruption and bribery), social matters and product matters. Deutsche Börse Group voluntarily reports on
human and employee rights, as the active protection of human rights is a key element of the Group's
corporate responsibility. The Group addresses this at various points along the value chain. Relevant
matters in this non-financial statement are specifically reflected in the “Employees” section, and in the
"Human rights in the supply chain" section, which focuses on the Group's procurement management.
As a service provider with a focus on providing electronic market infrastructure services, Deutsche Börse
Group engages in relatively little environmentally sensitive activity from a corporate environmental
perspective; hence, no detailed report is provided in this combined non-financial statement in this respect.
Nonetheless, the Group is committed to protecting the environment and conserving natural resources.
Deutsche Börse Group has outlined its environmental policies in its ☑ code of business conduct. Indi-
cators for its environmental sustainability performance are available on its website: ☑ www.deutsche-
boerse.com > Sustainability > Reporting > ESG indicators. Moreover, environmental protection issues
are becoming increasingly relevant for the design of individual products or services; related measures
are described in detail in the “Product matters" section. Deutsche Börse Group is also developing a
climate strategy aligned with the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD).
As an international capital markets organiser, Deutsche Börse aims to build and grow market participants'
trust in its market structures. As a responsible member of society, it also endeavours to use the expertise
it deploys to successfully manage its core business in such a way that enables contribution to
resolving social challenges. Within this scope, the company strives to be a role model. Please refer to
the "Fundamental information about the Group" section for a detailed description of Deutsche Börse
Group's business model. Deutsche Börse Group acts "with an eye to the future". Its sustainability
strategy of the same name defines the Group's understanding of entrepreneurial responsibility and
guides its operations. Please see the ☑ section entitled “Management approach for a Group-wide
commitment to sustainability".
As a member of the United Nations Global Compact (UNGC) and the Sustainable Stock Exchange
initiative (SSE), Deutsche Börse Group has committed itself to implementing the 17 Sustainable
Development Goals (SDGs) of the "2030 Agenda for Sustainable Development" set by the UN. An
overview of Deutsche Börse Group's contribution to the corresponding targets can be found in the
following "Overview: key sustainability aspects" table.
87
Deutsche Börse Group | Annual report 2018
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Financial statements
Notes
Further infomation
Overview: key sustainability aspects
Relevant contents of the non-financial statement
according to section 289c HGB¹)
Business model p. 28
■ Overview of Deutsche Börse Group
■ Objectives and strategies
■Internal management
■ Research and development activities
Areas for action relevant to
Deutsche Börse Group
■ Economic performance
Stakeholder engagement
■ Brand management
Management report | Combined non-financial statement
€bn
86
A materiality analysis comprising continuous analyses and assessments of relevant internal and external
stakeholders' expectations and requirements is a key element of Deutsche Börse Group's sustainability
strategy. This process is aimed at identifying the issues required to understand the Group's business
performance, operating results, the capital corporation situation and the impact of its activities on
non-financial aspects. Thus, the Group is able to identify opportunities and risks in its core business
activities at an early stage and define concrete areas of entrepreneurial activity on this basis.
11,459.7
11,172.9 11,245.9
11,302.7
€bn
1,497.2
1,814.5
1,902.0
2,218.7
2,384.9
1) Figure for 2015 without consideration of International Securities Exchange (ISE), which represents a discontinued operation due to its disposal as at 30 June 2016
2) Bonds that will mature in the following year are reported under "other current liabilities" (2014: €139.8 million, 2017: €599.8 million).
3) Proposal to the Annual General Meeting 2019
4) Adjusted for exceptional effects; please refer to the consolidated financial statements for the respective financial year for adjustment details.
5) Amount based on the proposal to the Annual General Meeting 2019
98
6) Net profit for the period attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based on the quarter-end balance of
shareholders' equity
95
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
Management report | Report on post-balance sheet date events
Financial statements
Notes
Further infomation
Report on post-balance sheet date events
There have been no material events after the balance sheet date.
Combined non-financial statement
This combined non-financial statement for Deutsche Börse Group and the parent company Deutsche
Börse AG is integrated into the combined management report; it fulfils the provisions of sections 289b-e
and 315b-c of the Handelsgesetzbuch (HGB, German Commercial Code). It is also in accordance with
the standards ("Core" option) of the Global Reporting Initiative (GRI). A detailed overview of all GRI
indicators (GRI index) is available at ☑www.deutsche-boerse.com > Sustainability > Reporting > GRI.
More detailed information, which is referenced in the non-financial statement, does not form part of the
statement itself. Provided no explicit statements are made for the parent company, qualitative informa-
tion within the meaning of the combined management report applies to Deutsche Börse Group and the
parent company Deutsche Börse AG. In some cases, quantitative details concerning the parent entity are
disclosed separately.
Deutsche Börse Group uses not only the financial figures outlined in the ☑“Group management" section
for Group management, but also non-financial performance indicators - specifically, the availability of its
trading systems for the cash and derivatives markets and the share of women in executive positions.
For details regarding the targets pursued and the results achieved in the year under review, please refer
to the sections entitled "Social matters - systems availability" and "Combined corporate governance
statement and corporate governance report – target figures for the proportion of female executives
beneath the Executive Board".
85
Non-current assets
14.7
1,298.2
19,219.7
thereof financial instruments held by central counterparties
thereof cash deposits by market participants
thereof financial liabilities measured at amortised cost
123,158.2
144,107.0
thereof current liabilities
226.8
194.5
thereof deferred tax liabilities
1,688.4
14,126.3
2,283.2
4,837.2
9,985.4
thereof financial instruments held by central counterparties
7,023.8
12,828.7
thereof non-current liabilities
130,182.0
156,935.7
Liabilities
4,959.4
thereof financial liabilities measured at amortised cost
94,068.3
78,798.6
29,559.2
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
82
32
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under "restricted bank
balances". The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €28 billion and €30 billion
(2017: between €27 billion and €35 billion).
The "financial instruments of the central counterparties" item relates to the function performed by Eurex
Clearing AG and European Commodity Clearing AG: since they act as the central counter parties for
Deutsche Börse Group's various markets, their financial instruments are carried in the balance sheet at
their fair value. The financial instruments of the central counterparties are described in detail in the
risk report and in ☑notes 3, 13 and 25 to the consolidated financial statements.
Technical closing-date items
Working capital comprises current assets less current liabilities, excluding technical closing-date
items. Current assets, excluding technical closing-date items, amounted to €1,098.3 million (2017:
€1,020.9 million). As Deutsche Börse Group collects fees for most of its services on a monthly
basis, the trade receivables of €397.5 million included in current assets as at 31 December 2018
(31 December 2017: €331.9 million) were relatively low compared with net revenue. The current
liabilities of the Group, excluding technical closing-date items, amounted to €1,468.5 million
(2017: €1,280.1 million, excluding technical closing-date items). The Group therefore had slightly
negative working capital of €370.2 million at the end of the year (2017: €259.2 million).
Working capital
14.0
The equity of the Group is essentially similar to the prior year's equity. The increase in the cumulative
profits is matched primarily by an increase in the amount of treasury shares purchased. Adjusted by the
rise in the financial instruments held by central counterparties, non-current liabilities have increased due
to the emission of a ten-year euro bond in the amount of €600.0 million. The increase in the current
liabilities is mainly due to the development of the contributions by the clearing and settlement business
of the Clearstream subgroup.
Taking into account the two acquisitions which lead to an increase in goodwill, the increase in intangible
assets was relatively moderate. Adjusted by the rise in the financial instruments held by central
counterparties, current assets showed an increase due to the increase in debt instruments valued at
amortised cost on the reporting date, such debt instruments covering essentially the activities of the
Clearstream subgroup.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
81
Deutsche Börse Group's total assets have increased in comparison with the previous year – this is
primarily due to the rise in the financial instruments held by central counterparties on the reporting date.
29,215.3
4,963.4
Notes
Equity
1,297.6
4,191.6
10,883.7
15,642.0
thereof goodwill
thereof intangible assets
Non-current assets
ASSETS
€m
€m
31 Dec 2017
4,091.0
31 Dec 2018
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
Net assets
As at 31 December 2018, Deutsche Börse AG was one of only two DAX-listed companies awarded
an AA rating by S&P. The rating histories of Deutsche Börse AG and Clearstream Banking S.A. are given
in the five-year overview.
On the same date, S&P affirmed the AA credit rating of Clearstream Banking S.A. with a stable outlook.
The rating reflects the strong risk management, minimum debt levels, as well as Clearstream's strong
position on the international capital markets, especially through its international custody and transaction
business.
Further infomation
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Consolidated balance sheet (extract)
2,865.6
2,770.9
thereof other intangible assets
1,322.3
thereof other cash and bank balances
29,392.0
29,833.6
thereof restricted bank balances
79,510.7
94,280.3
thereof financial instruments held by central counterparties
124,257.7
146,257.1
Current assets
4,837.2
9,985.4
thereof financial instruments held by central counterparties
1,692.0
thereof financial assets available-for-sale (AFS)
1,057.1
thereof financial assets measured at amortised cost
6,535.4
11,168.6
thereof financial assets
911.2
952.7
EQUITY AND LIABILITIES
Further infomation
Overall, Deutsche Börse Group invested €160.0 million in the continued business in intangible assets
and property, plant and equipment (capital expenditure or capex) in the reporting period (2017:
€149.2 million). The Group's largest investments were made in the Clearstream and Eurex segments.
Value added is calculated by subtracting depreciation and amortisation as well as external costs from
the company performance. In 2018, the value added by Deutsche Börse Group amounted to
€2,028.3 million (2017: €1,974,8 million). The breakdown shows that large portions of the generated
value added flow back into the economy: 25 per cent (€509.8 million) benefit shareholders in the form
of dividend payments, while 41 per cent (€824.0 million) was attributable to staff costs in the form
of salaries and other remuneration components. Taxes accounted for 15 per cent (€304.3 million), while
2 per cent (€47.5 million) was attributable to external creditors. The 17 per cent value added that
remained in the company (€342.7 million) is available for investments in growth initiatives, among other
things (see the "Origination of value added” and “Distribution of value added" charts).
€m
Depreciation, amortisation and impairment losses
1,136.1 1,054.6")
€m
amortisation (EBITDA)
Earnings before interest, tax, depreciation and
-1,340.2
-1,131.6
-1,186.4
-1,164.2¹
124.8
Value added: breakdown of company performance
amortisation and impairment losses)
Operating costs (excluding depreciation,
2,779.7
204.5
2,462.3
132.6
2,388.7
84.0
50.6
2,220.3¹)
2,047.8
37.6
€m
thereof net interest income from banking business
€m
119.0
1,239.2
131.0
1,528.5
159.9
1,056.2
1,621.4
10.1
677.3
€m
Cash flows from operating activities
Consolidated cash flow statement
4.46
4.68
3.87
824.3
874.3
722.1
613.3¹)
3.31¹
4.14
€
762.3
€m
Earnings per share (basic)
Deutsche Börse AG shareholders
Net profit for the period attributable to
210.5
1,443,7
€m
Net revenue
-990.0
2018
83
Employees
41%
(dividends)
Shareholders
Value added
25%
74%
Taxes
15%
Retained earnings
17%
Consolidated income statement
19%
External creditors
2%
Value added: €2,028.3 million
Distribution of value added
amortisation
Depreciation and
7%
Company performance: €2,755.0 million
Origination of value added
Deutsche Börse Group | Annual report 2018
Executive and Supervisory Boards
External costs
Financial statements
Management report | Report on economic position
2017
2016
2015
2014
Deutsche Börse Group: five-year overview
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2018
Further infomation
The Group's net assets, financial position and results of operations can be considered to be in an
orderly state.
Notes
84
Further infomation
Overall assessment of the economic position by the Executive Board
The Executive Board considers Deutsche Börse Group's financial position to be extremely sound during
the reporting period. The Group generated high operating cash flows, as in the previous year. Given the
increase in adjusted EBITDA, Deutsche Börse Group was able to further improve the ratio of interest-bearing
gross debt to EBITDA at Group level: With a value of 1.2, the target value of 1.5 was clearly undercut.
The economic environment remained favourable in 2018, both in Europe and globally, whereas the
outlook took a turn for the worse at the beginning of the second half of the year. This was especially due
to trade conflicts and the imminent Brexit. Nevertheless, interest rates in the USA rose again, while the
ECB allowed bond purchases in the euro zone to expire at the end of December. At the same time,
average equity market volatility was higher than in the previous year. Against this background, equity
index derivatives volumes rose significantly, and equities trading benefited as well. At the same time,
volumes in interest rate derivatives grew and net interest income of the Clearstream segment improved
due to higher interest rates for overnight client balances denominated in US dollars. Alongside these
cyclical factors, the Group's structural net revenue also increased by 6 per cent. The main reasons for
this were the positive development of new products and OTC clearing in the Eurex segment, the gain in
additional market share in the energy markets, and the further expansion of the investment fund and
index business. In summary, these factors led Deutsche Börse Group's financial performance to develop
very positively during the 2018 financial year, slightly exceeding the range of net revenue anticipated by
the Executive Board. The Group recorded a 13 per cent increase in net revenue. Adjusted operating
costs were up 5 per cent on the previous year's figure. This was mainly due to higher staff costs, which
were attributable to the increased number of employees and higher variable remuneration. Moreover, the
full consolidation of two companies acquired in the course of the year contributed to the rise in costs. On
an adjusted basis, Deutsche Börse Group achieved a 17 per cent increase in net profit attributable to
Deutsche Börse AG shareholders, exceeding the anticipated range of 10 per cent to 15 per cent.
Deutsche Börse AG has offered its shareholders attractive returns for years
-
and the financial year 2018
is no exception. At €2.70 (2017: €2.45), the dividend proposed for distribution to shareholders is
above the prior-year level. As a result of the improvement in earnings, the distribution ratio decreased from
53 per cent in the previous year to 49 per cent in the year under review (adjusted for exceptional effects
in both cases), and was thus in line with the Executive Board's forecast range of 40 to 60 per cent.
Rating agencies again affirmed the Group's credit quality, awarding it excellent ratings in 2018. On
20 November 2018, S&P Global Ratings (S&P) confirmed Deutsche Börse AG's AA credit rating. On the
same day, S&P - just like Fitch Ratings on 13 September 2018 - affirmed the AA credit rating of
Clearstream Banking S.A. Both ratings were assigned a stable outlook.
<3
The Supervisory Board also concerned itself with the new personnel strategy for the upcoming years,
developed by the Executive Board, and decided to adjust the Executive Board remuneration system
also in view of changing standards in the German Corporate Governance Code (the “Code”) and legal
stipulations and to submit it to the Annual General Meeting for approval in 2020. Please refer to the
"Remuneration report" section for details.
Board after her appointment ends in November 2020. Please refer to the ☑“Personnel matters" section
for details.
The Supervisory Board has nominated Martin Jetter as succession candidate for Supervisory Board
chairmanship. The election for Mr Jetter to become Chairman of the Supervisory Board is scheduled to
take place directly after Deutsche Börse AG's Annual General Meeting on 19 May 2020, since at that
point in time Joachim Faber will step down from the Supervisory Board, of which he has been a
member since 2009 and Chairman since 2012. Charles Stonehill and Clara-Christina Streit had already
been voted onto Deutsche Börse AG's Supervisory Board by the Annual General Meeting on 08 May
2019. Please refer to the “Personnel matters" section for details.
-
At our regular meeting on 08 February 2019, we addressed in detail the preliminary results for the
2018 financial year and the dividend proposed by the Executive Board for that year. We also resolved
the amount of the variable remuneration payable to the Executive Board for the 2018 financial year,
following a detailed examination. Furthermore, we resolved the combined corporate governance
statement and the corporate governance report 2018. The Executive Board also informed us about
current M&A projects in detail. In addition, we discussed the personnel situation at Deutsche Börse
Group from a strategic perspective and addressed the topic of succession planning at top management
level. Finally, we revised and clarified the existing share ownership guidelines for the Executive Board
members.
Another core topic of our Supervisory Board work in 2019 was changing Deutsche Börse AG's external
auditors as of financial year 2021. We followed the selection process very closely throughout, and at the
end of the year we selected - with the required care - the future external auditors to be proposed to the
Annual General Meeting 2021 for election. We also discussed the appropriateness, effectiveness and
efficiency of internal control systems as well as the handling of findings pertaining to internal control
functions, external auditors and regulatory authorities.
In autumn, the Chairman of the Supervisory Board also met institutional investors to discuss current
governance issues regarding the Supervisory Board and Executive Board, particularly on the upcoming
extension and succession decisions as well as on the scheduled adjustments of the Executive Board
remuneration system. He provided a summary report of his dialogue with the investors in the plenary
meeting held in December.
Our plenary meetings and workshops during the reporting period focused particularly on the following
issues:
10
Further information
In the year under review, the Supervisory Board also had regular and intensive discussions concerning
ongoing proceedings by the Public Prosecutor's Office in Cologne regarding the conception and
settlement of securities transactions of market participants over the dividend date (cum/ex transactions).
In the opinion of the Public Prosecutor's Office, said market participants used these transactions to make
unjustified tax refund claims. These investigation proceedings also target current and former employees
of Deutsche Börse Group companies.
Note
19
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
9
The Supervisory Board declared itself in favour of an early extension of Theodor Weimer's term of office
as Chairman of Deutsche Börse AG's Executive Board, until 31 December 2024. Resolutions on this
matter were adopted at the beginning of 2020. Furthermore, we dealt with the succession of Hauke
Stars, who will not be available for a third term of office as member of Deutsche Börse AG's Executive
During the year under review, the Supervisory Board members also focused extensively on preparing
important personnel decisions in both the Supervisory Board and the Executive Board.
During the reporting period, we discussed numerous initiatives for the implementation of our growth
strategy "Roadmap 2020" in detail. These discussions focused partly on the expansion of our business
via external acquisitions and partnerships, such as the acquisition of Axioma, Inc., a leading provider of
portfolio and risk management solutions, or of UBS AG's fund distribution platform, which was acquired
to expand our Investment Funds Services. Further discussions were held concerning the orientation of
our information technology (IT) toward the challenges of the future, and on the opportunities of
exploiting new technologies for our business activities. We provided comprehensive support for the
necessary realignment of business activities and the Group's organisational structure. For details on the
growth strategy, please refer to the ☑“Deutsche Börse Group's objectives and strategies" section in the
combined management report.
Topics addressed during plenary meetings of the Supervisory Board
1) Attending workshops is optional for Supervisory Board members. Hence, workshop attendance is not taken into account in the determination of the average
attendance rate.
98
100
19
86
Financial statements
6
Gruppe Deutsche Börse | Annual report 2019
GROUP
www.deutsche-boerse.com/supervboard
Detailed information about the members of the Supervisory Board, their additional appointments to
supervisory bodies of other companies or comparable control bodies, as well as their CVs can be found
on the internet under
<3
(unless otherwise stated)
As at 31 December 2019
Board member until 8 May 2019
Nationality: British
Consultant, Lingfield, Surrey
Independent Management
Richard Berliand, *1962
Board member since 8 May 2019
Nationality: German
München (TUM), Munich
at the Technische Universität
Financial Studies (CEFS)
7
Center for Entrepreneurial and
Gruppe Deutsche Börse | Annual report 2019
Management report
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
8
The average attendance rate for all Supervisory Board members at the plenary and committee meetings
was 98 per cent during the year under review.
We held a total of eight plenary meetings during 2019, including two extraordinary meetings. In
addition, five workshops were held on the issues of technology (March and April); strategy (April);
sustainable finance and sustainability (June); and legal and compliance (September).
At our meetings, the Executive Board provided us with comprehensive and timely information in
accordance with the legal requirements. The high frequency of plenary and committee meetings and
workshops ensured an active exchange of information between the Supervisory Board and the Executive
Board. In addition, the CEO kept the Chairman of the Supervisory Board continuously informed of
current developments affecting the company's business, significant transactions and upcoming
decisions, as well as of the long-term outlook, and discussed these issues with him.
In 2019, we prepared material personnel decisions to be made for the governing bodies. Martin Jetter
was nominated for the position as future Chairman of the Supervisory Board. We initiated the long-term
extension of Theodor Weimer's term of office as Chairman of Deutsche Börse Group AG's Executive
Board.
During the year under review, Deutsche Börse AG's Supervisory Board discussed the company's position
and prospects in depth, performing the tasks assigned to it by law and the company's Articles of
Association and bylaws. We regularly advised the Executive Board on its management of the company,
monitored its work and were involved in all fundamental decisions.
<3
Report of the Supervisory Board
Further information
Note
Financial statements
Executive and Supervisory Boards | Report of the Supervisory Board
Scientific Co-Director
*1966
Prof. Dr. Dr. Ann-Kristin Achleitner,
Carsten Schäfer,¹) *1967
Expert, staff member in the
Non-Financial Risk Germany unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 28 August 2018
Board member since 24 May 2018
Nationality: German
KfW Group, Dreieich
Member of the Executive Board
Joachim Nagel, *1966
Board member since 16 May 2018
Barbara Lambert, *1962
Independent Management
Consultant, La Rippe, Switzerland
Nationality: German, Swiss
since 15 August 2018
Board member
Cornelis Kruijssen,¹) *1963
Expert, staff member in
the Service Desk unit
Deutsche Börse AG,
Frankfurt/Main
Nationality: Dutch
Eurex Frankfurt AG, Frankfurt/Main
Nationality: German
Board member
since 28 August 2018
Staff member in the Equity &
Index Sales EMEA unit
Achim Karle,¹) *1973
Board member
since 15 August 2018
Charles G.T. Stonehill, *1958
Green & Blue Advisors LLC,
Founding Partner, New York
Nationality: British, US-American
Board member since 8 May 2019
Clara-Christina Streit, *1968
Independent Management
Consultant, Bielefeld
Nationality: German, US-American
Board member since 8 May 2019
Gerd Tausendfreund, ¹) *1957
Trade union secretary in the
financial services department
ver.di national administration,
Frankfurt/Main
Supervisory Board
Former members of the
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | The Supervisory Board
Note
Gruppe Deutsche Börse | Annual report 2019
1) Employee representative
Nationality: Chinese (Hong Kong)
Board member since 13 May 2015
RAYS Capital Partners Limited,
Hong Kong
Managing Partner
Amy Yip, *1951
Board member since 16 May 2018
Nationality: German
6
Nationality: German
Further information
Attendance of Supervisory Board members at meetings in 2019
100
7
7
100
22
22
100
6
DEUTSCHE BÖRSE
19
100
14
14
100
4
18
4
18
17
19
100
22
22
100
17
17
100
14
14
100
15
15
100
17
100
100
4
3
Clara-Christina Streit (since 8 May 2019)
Charles Stonehill (since 8 May 2019)
Carsten Schäfer
Joachim Nagel
Barbara Lambert
Cornelis Kruijssen
Achim Karle
Susann Just-Marx
Karl-Heinz Flöther
Richard Berliand (until 8 May 2019)
Markus Beck
Ann-Kristin Achleitner (until 8 May 2019)
Nadine Absenger
Jutta Stuhlfauth (Deputy Chairperson)
Joachim Faber (Chairman)
Gerd Tausendfreund
Amy Yip
Average attendance rate
<3
75
16
16
100
12
14
95
The Supervisory Board members' detailed attendance record is as follows:
21
100
18
18
%
Meeting attendance
(incl. committees)¹)
Meetings
22
Susann Just-Marx,¹) *1988
Senior Sales Manager
European Energy Exchange AG,
Leipzig
Martin Jetter
Nationality: German
In the past year, 2019, Deutsche Börse achieved its targets. During an eventful year, we continued
following the direction of our “Roadmap 2020".
<3
Ladies and Gentlemen,
Dear Shareholders,
Frankfurt/Main, 6 March 2020
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Letter from the CEO
Gruppe Deutsche Börse | Annual report 2019
Financial calendar
275
About this report
274
We achieved solid improvements in net revenue. Although Deutsche Börse was unable to completely
detach itself from the tense market environment, we achieved our targets. Our cyclical net revenue -
i.e. revenue linked to volatility and interest rates - declined. Nevertheless, we are very satisfied with
the year.
134 Combined corporate governance statement
A close look at the figures shows Deutsche Börse increased its net revenue by six percent in 2019.
This figure is made up of five percent secular growth and one percent consolidation effects. We have
thus met our self-imposed target of five percent secular growth. And we have once again exceeded the
previous year's figure of EUR 1.0 billion in net profit by some EUR 100 million. Details can be found in
the Financial Report.
For me, a very important point is that we have recruited more than 1,100 new employees worldwide.
But we are still looking for more colleagues. We are a growth company in this respect too.
throder weine
Yours sincerely,
Dear shareholders, I would like to express my sincere thanks for the trust you have placed in us over
the past year. This has paid off for you: in the form of a 32 percent increase in our share price and a
higher dividend this year. We are planning further growth in 2020 and believe we are well equipped to
thrive in future markets and under the conditions of ongoing digitization. I look forward to pursuing this
path together with you.
Sustainable investment is not yet taken for granted. In our role as a listed company, we are constantly
working on expanding reporting on our own sustainability. We are therefore a member of the United
Nations Global Compact and promote the implementation of its principles in the areas of human rights,
labour, the environment and anti-corruption. We support the goal of a more sustainable and fairer
global economy. And that is why we report on this transparently in this Annual Report.
You can see that we have consistently worked according to our „Roadmap 2020" and we are on the
right track. Our path also includes our commitment to sustainability. The financial industry can - and
must become an "enabler". Our industry has the opportunity to proactively support and drive forward
the necessary transformation of economic value creation. Sustainability, and thus medium- to long-
term opportunity and risk management, must become a natural part of capital allocation. Deutsche
Börse intends to live up to its role as an exemplar in this respect.
―
<3
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | Letter from the CEO
3
With Axioma, we have acquired a leading provider in the analytics business. Axioma was founded
in 1998 and, with more than 400 customers, is a global provider of software solutions in the areas
of portfolio and risk management. We acquired the company together with another investor, General
Atlantic, and combined it with our index business (STOXX and DAX). As a result, we now hold
78 percent of the entire company, which operates under the new name Qontigo. And we have been
very pleased with this business ever since – because it is innovative, because it still offers great scope
for new products and services, and because we can react quickly and specifically to the needs of
the market. In addition, we recently announced the acquisition of UBS's fund distribution business,
Fondcenter AG. This will significantly expand the existing Clearstream Fund Desk (formerly Swisscanto
Funds Centre) and we expect significant revenue synergies from cross-selling to existing Clearstream
customers.
We are therefore well equipped for further secular growth. But we also want to grow through acquisi-
tions. Last year we succeeded in making strategically sensible purchases.
So we did not promise too much for last year. The "Roadmap 2020" has proven to be the right path
for us. I would like to thank our employees around the world for this success. In 2019, they have al-
ways gone the extra mile and even braved adverse circumstances. I am thinking here, above all, of our
colleagues in Hong Kong.
registered trademarks
105 Remuneration report
273 Acknowledgements/contact/
71 Risk report
93 Report on opportunities
150 Consolidated financial
statements/notes
151 Consolidated income statement
152 Consolidated statement of comprehensive
income
153 Consolidated balance sheet
155 Consolidated cash flow statement
157 Consolidated statement of changes
in equity
159 Basis of preparation
Board member since 24 May 2018
260 Responsibility statement by the Executive
Board
169 Consolidated income statement disclosures
185 Consolidated balance sheet disclosures
230 Other disclosures
53 Combined non-financial statement
53 Report on post-balance sheet date events
18 Fundamental information about the Group
28 Report on economic position
management report
269 Glossary
(disclosures based on the HGB)
99 Deutsche Börse AG
96 Report on expected developments
261 Independent Auditor's Report
www.deutsche-boerse.com
ANNUAL REPORT 2019
Dr. Theodor Weimer
DEUTSCHE BÖRSE GROUP
Contents
2 Executive and
Supervisory Board
3 Letter from the CEO
5 The Executive Board
6 The Supervisory Board
8 Report of the Supervisory Board
17 Combined
Annual report 2019
Chief Executive Officer
and corporate governance report
Gruppe Deutsche Börse | Annual report 2019
Deputy Chairwoman
Jutta Stuhlfauth, ¹) *1961
Board member since 20 May 2009
Independent Management
Consultant, Grünwald
Nationality: German
Joachim Faber, *1950
Chairman
<3
The Supervisory Board
Further information
Notes
Financial statements
Management report
Executive and Supervisory Boards | The Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
5
www.deutsche-boerse.com/execboard
Lawyer, M.B.A. (Wales)
Staff member in the Group
Organisational Services department
Deutsche Börse AG,
Frankfurt/Main
IBM Global Technology Services,
New York
Member of the Management Board
IBM Corporation, New York
Senior Vice President &
Executive Officer
Martin Jetter, *1959
Board member since 16 May 2012
Independent Management
Consultant, Kronberg im Taunus
Nationality: German
Karl-Heinz Flöther, *1952
since 15 August 2018
Detailed information about the members of the Executive Board and their appointments to supervisory
bodies of other companies or comparable control bodies, as well as their CVs can be found on the
internet under:
4
Deutsche Börse AG,
Frankfurt/Main
in the Corporate & Regulatory
Legal section
Markus Beck, ¹) *1964
In-House Legal Counsel
Senior Expert, staff member
Board member since 16 May 2018
Nadine Absenger, ¹) *1975
Head of the legal department
Deutscher Gewerkschaftsbund,
National Executive Board, Berlin
Nationality: German
Board member since 16 May 2012
Nationality: German
Nationality: German
(unless otherwise stated)
Board member
Human Resources/Director of
Labour Relations
Stephan Leithner, *1966
responsible for Trading & Clearing
Member of the Executive Board,
Deutsche Börse AG,
Thomas Book, *1971
Dr. rer. pol.
Member of the Executive Board
and Chief Information Officer/Chief
Operating Officer, Deutsche Börse
AG
Hamburg
Christoph Böhm, *1966
Dr.-Ing.
Chief Executive Officer,
Deutsche Börse AG
Wiesbaden
Dr. rer. pol.
Theodor Weimer, *1959
<3
The Executive Board
Further information
Notes
Financial statements
As at 31 December 2019
Dr. oec. HSG
Bad Soden am Taunus
Kronberg im Taunus
Deutsche Börse AG,
Pre-IPO & Growth Financing and
responsible for Cash Market,
Member of the Executive Board,
Deutsche Börse AG,
(Diplom-Ingenieurin Informatik),
MSc by research in Engineering
Königstein im Taunus
Member of the Executive Board,
Management report
Executive and Supervisory Boards | The Executive Board
Hauke Stars, *1967
Engineering degree in applied
computer science
responsible for Post-Trading,
(Diplom-Kaufmann)
Data & Index
Graduate degree in
Business Administration
Gregor Pottmeyer, *1962
Bad Homburg v.d. Höhe
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
46
Initiatives to promote the transparency and security of the markets will continue to be a key focus during
the forecast period, ensuring that Deutsche Börse Group adds value to society. Against this backdrop,
the company expects to maintain the availability of the different trading systems for the cash and
derivative market at the very high level seen in previous years throughout the forecast period.
<3
Trends in non-financial performance indicators
Further information
Notes
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
>5%
growth
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service provider. Given demographic change and the resulting shortage of
specialist staff, the company aims to continue to position itself adequately and - among other things - to
increase the number of women in management positions.
97
1,105.5
€bn ~1.20
Management report | Report on expected developments
Financial statements
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) of the AktG, in each case referring
to Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first
and second management levels beneath the Executive Board is planned to reach 15 per cent and 20 per
cent, respectively.
<3
Future development of the Group's financial position
Business and operating environment
The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions of
the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG) and are the underlying basis for the explanations
that follow.
Deutsche Börse AG (disclosures based on the HGB)
The Executive Board of Deutsche Börse AG believes that the Group continues to be very well positioned
in terms of international competition, thanks to its comprehensive offering along the securities trading
value chain and its innovative strength. Against this backdrop, the Executive Board expects to see a
positive trend in the Group's results of operations over the long term. The purpose of the measures as
part of the growth strategy is to further accelerate the Group's growth. In this context, the Group aims to
act in a more agile and effective manner, and with increased client focus, to turn Deutsche Börse into
the global market infrastructure provider of choice, being top-ranked in all its activities. Looking at the
economic and regulatory framework over the forecast period, uncertainty persists concerning capital
market participants' behaviour; therefore, it is impossible to come up with a concrete forecast for cyclical
growth in net revenue. Nonetheless, Deutsche Börse Group endeavours to further expand its structural
growth areas, and to increase their contribution to net revenue again by at least 5 per cent. In terms of
net profit for the period attributable to Deutsche Börse AG shareholders, the Executive Board expects
growth (excluding non-recurring effects) of around €1.20 billion in the forecast period. Overall, the
Executive Board assumes on this basis that cash flow from operating activities will be clearly positive
and that, as in previous years, the liquidity base will be sound. The overall assessment by the Executive
Board is valid as at the publication date for this combined management report.
Overall assessment by the Executive Board
2,936.0
Further information
Notes
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
98
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. Within this range,
the Group manages the actual payout ratio mainly relative to the business performance and based on
continuity considerations. In addition, the company plans to invest the remaining available funds
primarily into organic growth, but also, secondarily, for the Group's complementary external
development. Should the Group be unable to invest these funds, additional payouts, particularly share
buy-backs, present another opportunity for the use of funds. To maintain its strong credit ratings at
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instrument,
to remain clearly positive in the future. The Group expects that two significant factors will influence
changes in liquidity. Firstly, the company plans to invest around €200 million in intangible assets and
property, plant and equipment at Group level. These investments will serve primarily to develop new
products and services in the Eurex (financial derivatives) and Clearstream (post-trading) segments, and
to enhance existing ones. Secondly, the Executive Board and Supervisory Board of Deutsche Börse AG
will propose a dividend of €2.90 per share to the Annual General Meeting to be held in May 2020. This
would correspond to a cash outflow of about €532 million. Against the background of the growth
strategy, the company anticipates that, in future, freely available funds will increasingly also be applied
to the Group's complementary external growth options. Apart from the above, no other material factors
were expected to impact the Group's liquidity at the time the combined management report was
prepared. As in previous years, the Group assumes that it will have a sound liquidity base in the forecast
period due to its positive cash flow from operating activities, adequate credit lines (for details ☑ see note
23 to the consolidated financial statements for details), and flexible management and planning systems.
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020, and of
women holding lower management positions to 30 per cent during the same period. The Group
maintains this ambition, and has extended the scope of its voluntary commitment, over and above legal
requirements. Firstly, the target figures determined in this context relate to Deutsche Börse Group
(including subsidiaries) worldwide. Secondly, the definition of management levels/positions was
extended to also include heads of teams, for example.
€m
Gruppe Deutsche Börse | Annual report 2019
Based on
2019
The report on expected developments describes Deutsche Börse Group's expected performance for the
2020 financial year. 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 corporate report. In turn,
these are subject to known and unknown opportunities, risks and uncertainties. Numerous factors,
many of which are outside the company's control, influence the Group's success, its business strategy
and its financial results. Should opportunities, risks or uncertainties materialise or should one of the
assumptions made turn out to be incorrect, the Group's actual performance 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.
Report on expected developments
Blockchain technology constitutes another aspect of technological opportunities. It is considered a
disruptive technology at times but at present, the financial services sector is increasingly exploring its
opportunities. Thanks to its decentralised nature, it facilitates direct interaction between participants,
thus offering the potential for simplifying complex processes. Established market infrastructure providers
such as Deutsche Börse Group, which covers the entire value creation chain from a single source, play
an important role when it comes to tapping this potential – meeting existing industry standards at the
same time. Besides legal and regulatory requirements, this also involves adhering to security standards,
as well as limiting risks and ensuring cost efficiency.
introduction of new trading platforms and updating of existing infrastructure might be tested beforehand
by clients, via the cloud. This would lead to significantly more agile processes within the Group, as new
processes would be introduced at more frequent intervals, allowing the Group to respond more
effectively to clients' requirements. In 2019, Deutsche Börse signed agreements with Microsoft and
Google on the use of cloud services, positioning itself at the forefront of cloud use in the European
financial services sector.
<3
Further information
Notes
Financial statements
New developments such as cloud services, in the context of artificial intelligence (AI), big data, robotics,
blockchain technology, combined with the potential for innovation offered by fintech companies, are
driving change in the financial sector. This new wave of technology might help overcome barriers to
market harmonisation, while creating additional efficiency and mitigating risks. This development is
expected to last for the next ten years, with digitisation set to accelerate. The challenge for incumbent
providers is in finding the right way to open up new business models and innovative technologies.
Management report | Report on expected developments
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
95
The Group has optimised its internal processes particularly with regard to cloud services. HR processes,
purchasing and settlement of travel expenses, among others, are now processed in the cloud. This has
led to a significant streamlining of processes, and also has a positive effect on the Group's costs. The
Group is also working on transferring services and processes with clients to the cloud. For instance, the
General position
Developments in the operating environment
Forecast for
2020
Macroeconomic environment
96
Net profit for the period attributable to Deutsche Börse AG shareholders
(excluding non-recurring effects)
Net revenue from structural opportunities (excluding non-recurring effects)
Forecast for results of operations 2020
The Group expects adjusted net profit for the period attributable to Deutsche Börse AG shareholders to
increase to around €1.20 billion in the forecast period. The Group would then be fully in line with its
medium-term growth targets of 10 to 15 per cent average per year for the adjusted net profit for the
period from 2017 to 2020.
Within the scope of its growth strategy, Deutsche Börse Group pursues clearly defined principles for
managing operating costs. Essentially, the Group achieves the necessary flexibility in managing operating
costs through two different initiatives designed to enhance operating efficiency. Firstly, the Group has
implemented a continuous process to improve operating efficiency. Secondly, the Group has already
resolved a series of structural cost reduction measures in 2018, and has largely completed the
implementation of the said measures in 2019.
As in 2019, Deutsche Börse Group expects net revenue from structural growth opportunities to increase
by at least 5 per cent in the forecast period. The Group is driving this growth through investment. In
doing so, it aims to shift further market share from over-the-counter trading and clearing to the on-
exchange segment and to further expand its positions in existing asset classes by introducing new
products and functionalities. In contrast, the development of business divisions reliant on cyclical factors
continues to depend mainly on the degree of speculation regarding future interest rate development in
Europe, and the extent of equity market volatility, potentially resulting in both positive and negative
effects on the Group's net revenue growth.
Given its diversified business model and multiple sources of revenue, Deutsche Börse Group believes it
is very well positioned to further improve its results of operations in the medium and long term. This
expectation is based on, among other things, the structural growth opportunities that the Group intends
to exploit (for details, see the ☑Opportunities report), as well as on additional contributions from
mergers and acquisitions.
<3
Future development of results of operations
Further information
Notes
Financial statements
Management report | Report on expected developments
Executive and Supervisory Boards
96
With global economic growth slowing further in 2019 as expected, Deutsche Börse Group generally
anticipates a slight improvement in the general conditions for global growth in the forecast period.
Reasons for this include the prospect of a resolution of the ongoing trade conflicts, mainly between
China and the US, the easing of US interest rate policy since mid-2019, as well as the political situation
in Europe, especially with regard to the reduced risk of a disorderly withdrawal of the United Kingdom
from the European Union. However, at the time of the publication of this combined management report
it becomes apparent, that the SARS-CoV-2 (,,Coronavirus“) virus outbreak in China at the end of 2019
will have significant negative implications for the development of the global economy, at least in the first
months of 2020.
Deutsche Börse AG is the parent company of Deutsche Börse Group. The parent company's business
activities include first and foremost the cash and derivatives markets, which are reflected in the Eurex
(financial derivatives) and Xetra (cash equities) segments, as well as the data and index businesses.
Deutsche Börse AG also operates essential parts of Deutsche Börse Group's information technology. The
development of Deutsche Börse Group's Clearstream (post-trading) segment is reflected in Deutsche
Börse AG's business development, primarily due to the profit and loss transfer agreement with
Clearstream Holding AG. Deutsche Börse Group's IFS (investment fund services) and GSF (collateral
management) segments, in contrast, play a lesser role for Deutsche Börse AG. Nonetheless, Deutsche
Börse AG's business and operating environment is essentially the same as that of Deutsche Börse Group;
this is described in the "Macroeconomic and sector-specific environment" section.
532.2
99
8.7
15.0
services)
56.3
2.88¹)
4.50¹)
(€)
IFS (investment fund
Earnings per share
10.7
75.7
83.8
trading)
55.2
825.9
period
Clearstream (post-
Net profit for the
- 3.3
229.8
222.1
72.3
GSF (collateral
1) Calculation based on weighted average of shares outstanding
management)
Technological opportunities
100
The revenue contributed by the EEX (commodities) and 360T (foreign exchange) segments is generated
mainly by IT services. Therefore, the explanations in the "EEX (commodities) segment" and "360T
(foreign exchange) segment" sections relate only indirectly to Deutsche Börse AG. The earnings situation
of the Data and Qontigo (index business) segments is shown in the “Data segment" and "Qontigo
(index business) segment" sections. It is worth noting that the business development of the STOXX Ltd.
subsidiary does not directly impact upon the business performance of Deutsche Börse AG. An
explanation of the business development in the Xetra (cash equities) segment can largely be found in the
"Xetra (cash equities) segment" section. Revenues attributable to the Clearstream (post-trading), IFS
For more information on the development of the Eurex (financial derivatives) segment, please refer to the
"Eurex (financial derivatives) segment" section.
(2018: €1,396.5 million). At €854.5 million (2018: €836.6 million), the largest contribution to
revenue came from the Eurex (financial derivatives) segment. The breakdown of revenue by company
segment is provided in the “Sales revenue by segment" table.
Deutsche Börse AG's net revenue rose by 1.9 per cent in 2019 to €1,423.5 million
Results of operations of Deutsche Börse AG
1.8
1,396.5
1,423.5
Xetra (cash equities)
Total
198.8
199.7
Data (data business)
-7.6
27.4
25.3
Qontigo (index business)
152.3
3.1
7.8
0.5
99
42.1
1,181.2
Sales revenue
%
€m
Change
2018
2019
€m
%
Change
2018
€m
2019
€m
Sales revenue by segment
Performance figures for Deutsche Börse AG
Deutsche Börse AG's revenues have increased by 1.9 per cent in the 2019 financial year, coming in
below the company's expectations. Total costs (staff costs, amortisation of intangible assets and
depreciation of property, plant and equipment and other operating expenses) decreased by 4 per cent.
Our volume of new business has risen by just under 55.2 per cent over the same period of the previous
year. Deutsche Börse AG's Executive Board considers the company's performance during the 2019
financial year as satisfactory.
4
<3
Deutsche Börse AG's course of business in the reporting period
Further information
Notes
Management report | Deutsche Börse AG (disclosures based on the HGB)
Financial statements
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
1,423.5
1,396.5
1.9
Eurex (financial
EBITDA
- 85.2
2.9
0.4
360T (foreign exchange)
124.1
242.3
542.9
participations held
9.6
831.2
13.5
EEX (commodities)
Net income from
- 4.0
921.2
884.6
Total costs
2.1
836.6
854.5
derivatives)
14.8
■ In the cash and derivatives market segments - Xetra (securities trading) and Eurex (financial
derivatives) positive economic development, a lasting increase in investor confidence in the capital
markets leading to a renewed risk appetite among market participants and a sustained increase in
stock market volatility could stimulate trading activity among market participants and boost trading
volumes.
Group level, the company aims at a ratio of net debt to EBITDA of no more than 1.75, and a ratio of free
funds from operations to net debt of at least 50 per cent.
■ The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
and if the spread between the various European government bonds continues to narrow.
Notes
Further information
<3
Deutsche Börse Group launched three initiatives aimed at reducing these risks: (1) The Brexit readiness
project, which is responsible for coordinating all of Deutsche Börse Group's divisions to retain their
access to the markets, (2) the transition team, which will support UK customers through the Brexit
process and any adjustments that need to be made, to continue to have access to Deutsche Börse Group
and its divisions and (3) the Eurex Clearing partnership programme, which supports an EU-27
alternative for euro clearing. Deutsche Börse Group remains well prepared for Brexit. All divisions have
submitted the necessary applications with the British authorities and the customers are well prepared for
transferring their activities in full to a unit of the Group located inside EU-27.
The EU-based liquidity pool for Eurex Clearing AG's euro swaps is also growing substantially, so that
euro clearing can continue to be offered competitively in Frankfurt, regardless of political developments.
The introduction of a financial transaction tax, which continues to be supported by some European
states, might have a negative impact upon Deutsche Börse Group's business activities. Likewise, a
sustained period of weak trading activity on the market following a significant downturn on the equity
markets (whatever the reasons), for example, also represents a risk to the Group.
Overall assessment of the risk situation by the Executive Board
Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and
regularly reviews the entire Group's risk situation. The Executive Board of Deutsche Börse AG confirms
the effectiveness of the risk management system.
Summary
The risk profile of Deutsche Börse Group did not change significantly in the 2019 financial year.
Deutsche Börse Group's risks were covered by sufficient risk-bearing capacity at all times, i.e. the
allocated risk appetite limits were complied with.
As at 31 December 2019, the Group's REC amounted to €2,696 million, a 5 per cent increase year-on-
year (31 December 2018: €2,573 million). REC was covered by sufficient aggregate risk-bearing
capacity at all times during the 2019 financial year. EaR amounted to €1,103 million as at 31
December 2019, of which €750 million was attributable to operational risk, €152 million to financial
risk, and €201 million to business risk.
Outlook
Deutsche Börse Group continually assesses its risk situation. Based on the calculated REC in stress tests
and based on the risk management system, Deutsche Börse AG's Executive Board concludes that the
available risk cover amount is sufficient. Furthermore, it cannot identify any risk that would endanger the
Group's existence as a going concern.
The Group is determined to further strengthen and expand its Group-wide risk management and internal
control system (ICS) in 2020 too, by means of, for example, methodological improvement in the ICS and
closer integration of the control functions.
92
92
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
91
-
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
Management report | Report on opportunities
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facilities.
-
Business risk
Business risk reflects the fact that the Group depends on macroeconomic and geopolitical developments
and is influenced by other external events, such as changes in the competitive environment or regulatory
initiatives. It therefore expresses the risks associated with the Group's business environment and sector.
It also includes business strategy risk, i.e. the impact of risks on the business strategy and possible
adjustments to it. These business risks are represented as variance analyses of planned and actual
EBITDA, and are monitored constantly by the divisions. They account for about 10 per cent of the
Group's REC. Business risk may result in revenues lagging budget projections or in costs being higher.
Business risk includes the risk that competitors, such as the exchanges Euronext, Singapore Exchange
(SGX), ICE Futures Europe and Mercado Español de Futuros Financieros (MEFF), as operators of
derivatives markets, might increase their market shares on the European trading markets (both on- and
off-exchange).
Additional business risk may arise from regulatory requirements, or from the geopolitical or economic
environment - for example, in the event of an intra-Europe crisis affecting monetary union, the impact of
negative interest rates or a tariff conflict, having adverse effects on trading activity.
-
The introduction of a binding carbon dioxide price also represents a potential business risk. Germany's
federal government is currently revising its climate policy, with a price tag for carbon dioxide likely to be
a key instrument. The integration of the financial sector in this respect - or expansion of the European
Union Emissions Trading System (EU ETS) – is possible and would represent an additional cost factor
for the Group. The EU index regulation, which is aimed at higher ESG transparency requirements, also
represents a potential business risk for the Group. Such a regulation could limit the innovative power of
the Group's ESG products, thus reducing the company's long-term success.
The orderly exit of the United Kingdom from the European Union (Brexit) on 31 January 2020 allows for
a transition period up to the end of 2020, which may be extended once by up to two years. EU law shall
apply in and for the UK during the transition period although the UK will have no co-determination right
in the EU institutions. The UK will also remain a part of the EU single market and the EU customs union
in this time. The EU and the UK are expected to negotiate a free trade agreement during the transition
period. The risk of an unregulated Brexit from January 2021 onwards remains if an agreement cannot
be reached within this timeframe. Brexit was subject to continuous analyses with regard to the risk for
customers, products and business continuity.
Deutsche Börse Group can also be exposed to liquidity risk in case of a customer default. If a clearing
member of Eurex Clearing AG defaults, its member position is liquidated. If a Clearstream customer
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. A decline in market
liquidity, following a market disruption, would increase Deutsche Börse Group's liquidity risk exposure.
By means of stress tests, Clearstream and Eurex Clearing AG calculate for each day of the month - and
report on a monthly basis the liquidity needs that would result if the two largest counterparties were to
default, and maintain sufficient liquidity in order to cover the liquidity needs determined. Potential risks
that are identified in the course of stress tests are analysed and corresponding risk-reduction measures
initiated. During the 2019 reporting year, Eurex Clearing AG and Clearstream continuously held
sufficient liquidity to fulfil both regulatory requirements as well as the liquidity needs determined through
stress tests.
Financial statements
Financial statements
Further information
Trading and clearing of power and gas products on EEX
Leipzig-based European Energy Exchange AG (EEX) allows Deutsche Börse Group to offer a broad
product range for trading and clearing of spot and derivatives contracts on power and gas as well as
emission certificates. EEX has become the central market for energy in Continental Europe and its
product range includes the markets Germany, France, the Netherlands, Belgium, Italy and Spain. It has
also been active in the US market through its acquisition of Nodal Exchange in 2017. EEX's growth is
mainly based on the growing importance of renewable energies for generating energy. Owing to the high
degree of fragmentation, as well as the inefficiency of OTC markets, the demand for on-exchange trading
and clearing solutions has also increased over recent years. EEX believes it is well positioned in this
changing competitive environment to achieve structural growth and gain additional market share.
Growth in foreign-exchange trading (360T)
With the full acquisition of 360T, Deutsche Börse AG successfully explored a new asset class – foreign-
exchange trading. 360T® is a leading, globally active currency trading platform, whose broad customer
base includes companies, buy-side customers and banks. By combining 360T's knowledge and
experience in the foreign exchange market with Deutsche Börse Group's IT expertise, the Group will be
able to tap the additional revenue potential. 360T has made progress with various measures for
achieving synergies. including the launch of its FX futures and clearing services. Thanks to its leading
position, 360T further benefits from a structural trend: even though, at present, the vast majority of daily
foreign-exchange trading volumes is still executed off-exchange, demand for transparent, electronic
multi-bank trading platforms such as 360T is rising.
94
94
Management report | Report on opportunities
Financial statements
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the failure to settle bilateral OTC transactions that were mainly entered into on an unsecured basis. In
light of this, the leading industrialised nations (G20) agreed to create an effective regulatory environment
to make off-exchange derivatives transactions more transparent and more secure. Consequently, the
European Union has created the European Market Infrastructure Regulation (EMIR). EMIR involves the
obligation to clear standardised OTC derivative transactions using a central counterparty. Preparing for
mandatory clearing, Eurex Clearing AG had developed set up a central counterparty to clear OTC
derivatives transactions. With the Eurex Partnership Programme, launched in October 2017, Eurex
Clearing has created an alternative for clearing interest rate swaps within the EU. The programme has
been widely accepted: Hence, since 2018, the notional outstanding volume on Eurex Clearing has
increased significantly.
Notes
<3
Cross-border settlement of investment funds
Clients of Deutsche Börse Group can use Clearstream's settlement and custody services for their entire
fund portfolio - covering traditional investment funds, exchange-traded funds (ETFs) as well as hedge
funds. Given that supervisory authorities are also calling for more efficient settlement and custody
solutions in order to guarantee maximum security for client assets under custody, the Group expects to
acquire additional client portfolios in the future. The Group is also continuously expanding its range of
products and services. Clearstream, for example, is extending its range of fund services to include
management of distribution agreements, as well as data compilation through acquisitions. Extending the
product and service range, Clearstream expects to generate additional net revenue by realising cross-
selling synergies.
Expansion of the index and analytics business
Deutsche Börse Group's objective in its index business is to give the already established European index
provider STOXX an even more global profile, in order to develop and market other indices worldwide (in
addition to its DAX® and STOXX® index families). In addition, Deutsche Börse's index business will
continue to take advantage of the structural trend towards passive investment products (ETFs). An
increasing number of private clients and asset managers now follow this trend; not only are the costs
lower, but many active investment strategies have been returning under-average performance. In order to
support these trends more effectively, in 2019 Deutsche Börse AG acquired Axioma Inc., New York,
USA, (Axioma), a leading provider of portfolio and risk management solutions. The combination created
Qontigo a fully integrated leading information provider for institutional investors, serving the growing
market demand for products and analysis in this area.
Cyclical opportunities
Notes
In addition to its structural growth opportunities, Deutsche Börse Group has cyclical opportunities, for
instance as a result of positive macroeconomic developments. Although the Group cannot influence
these cyclical opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit for
the period attributable to Deutsche Börse AG shareholders significantly in the medium term:
Further information
Clearing of OTC derivatives
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
When taking advantage of structural growth potential, Deutsche Börse Group focuses on product- and
service-driven initiatives designed to satisfy new client needs as well as regulatory requirements.
Moreover, the Group regularly examines whether it can better achieve growth in high-potential asset
classes, products or services - organically or through external acquisitions and cooperation agreements.
In this connection, the Group has defined the following five areas of business that focus beyond the
organic options to external growth as well: commodities, foreign exchange trading, investment funds
services, data and index business and fixed-income trading.
Report on opportunities
The Group expects to see its highest revenue growth in trading and clearing in the coming years, due in
part to the clearing of OTC derivatives and further growth in the trading of energy and gas products.
Foreign exchange trading via 360T is also expected to provide a contribution to net revenue growth.
Post-trading will focus on the further development of investment fund business. The growth focus in pre-
trading lies in expanding the index and analytics business. The business potential of the initiatives stated
here are described in more detail below.
<3
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportunities
as early as possible and to take appropriate measures in order to transform opportunities into business
success.
Deutsche Börse Group evaluates organic growth opportunities in the individual business areas both on
an ongoing basis throughout the year and systematically at the Group level as part of its annual budget
planning process. The process begins with a careful analysis of the market environment, which
considers both what the customer wants, as well as market developments, competitors and regulatory
changes. Ideas for growth initiatives are developed further using uniform, Group-wide templates and
subjected to a profitability analysis. On this basis, the Executive Board of Deutsche Börse AG makes the
final decision as to which initiatives are to be implemented.
Organic growth opportunities
Deutsche Börse Group has a very broad portfolio of products and services with which it covers all areas
of a market infrastructure provider's value creation chain. This makes the Group one of the most broadly
based stock exchange organisations in the world. In order to maintain and expand this position the
company is pursuing a growth strategy called Roadmap 2020. Among other things Deutsche Börse
Group is focusing on organic growth opportunities in order to achieve its strategic goals. The Group
makes a basic distinction between structural and cyclical opportunities: structural opportunities arise for
example as a result of regulatory changes, new client requirements (such as the growing demand for
exchange-traded solutions to over-the-counter (OTC) transactions) or from the trend whereby an
increasing portion of assets are allocated in passive investment strategies (e.g. index funds). The
company can actively exploit these opportunities. Cyclical opportunities on the other hand cannot be
influenced directly by the Group and are driven by macroeconomic changes. In addition Deutsche Börse
Group intends to seize long-term opportunities arising as a result of the technological transformation.
93
Organisation of opportunities management
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements
Notes
Further information
<3
Structural growth opportunities
93
Shares
Cash
ancillary
benefits"
Performance shares
Performance bonus
Contractual
Pension
contribution
Performance-related remuneration components
Non-performance-
related basic
remuneration
Long-term incentive components (4-5 years)
45%
Annual payout
30%
Composition of the target direct compensation and the target total remuneration
■ Pension contribution
On aggregate, the four components set out above represent the target total remuneration. Non-
performance-related basic remuneration plus performance-related remuneration components are
equivalent to target direct remuneration (also refer to the chart below: "Composition of target direct
remuneration and target total remuneration").
90%
25%
10%
Basic remuneration, and annual and long-term incentive components
Non-performance-related component (cash component)
■ Contractual ancillary benefits
for the year and is largely share-based. It predominantly covers a period of several years and comprises a
performance bonus and performance shares. Performance-related remuneration is largely calculated on
a long-term basis, with various target criteria being assessed over a period of five years (performance
shares) or four years (share-based performance bonus: one-year performance period and three-year
holding period for shares to be invested). The cash component of the performance bonus (annual
payout) is the only short-term variable remuneration component (see also the "Basic remuneration, and
annual and long-term incentive components" chart).
Performance-related remuneration accounts for approxi
Performance-related remuneration components
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
107
The members of the Executive Board receive a fixed base salary, which is payable in twelve equal
monthly instalments. This non-performance-related remuneration comprises approximately 30 per cent
of the target direct remuneration payable each year.
Non-performance-related basic remuneration
The individual remuneration system components for the Executive Board are explained in detail below.
In addition, the company's share ownership guidelines require Executive Board members to invest a
substantial amount of money in Deutsche Börse AG shares during their term of office.
"Up to approx. 2% of the target total remuneration
Performance-related component (share-based payment)
Performance-related component (cash component)
% Proportion of the target direct compensation and of the target total remuneration respectively (schematic)
■ Performance-related remuneration components
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
The remuneration system for Executive Board members consists of four components:
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
105
The previous remuneration system for the Executive Board members was adopted by the Supervisory
Board, effective 1 January 2016, and was approved by the Annual General Meeting on 11 May 2016 in
accordance with section 120 (4) of the Aktiengesetz (AktG, German Stock Corporation Act) (old
wording). This remuneration system was adjusted in some areas, effective 1 January 2020, by way of a
Supervisory Board resolution; the adjusted remuneration system will be submitted to the Annual General
Meeting on 19 May 2020 for approval in accordance with section 120a (1) of the AktG. This
remuneration report contains additional explanations of the adjustments applicable from the 2020
financial year onwards; besides these adjustments, the amended remuneration system for the Executive
Board is in line with the system in force to date.
The Supervisory Board, being advised by its Nomination Committee, determines the remuneration
system for the members of the Executive Board. The remuneration system adopted by the Supervisory
Board is submitted to the Annual General Meeting. The Supervisory Board reviews the remuneration
system on a regular basis, supported by its Nomination Committee, and submits the remuneration
system to the Annual General Meeting for approval in the event of any material changes – in any case,
every four years. The Supervisory Board may retain the support of independent external experts when
necessary. Deutsche Börse Group's rules for avoiding and dealing with conflicts of interest are also
applicable to the procedures for determining, implementing and reviewing the remuneration system.
Where conflicts of interest occur in exceptional cases, they must be disclosed: affected Board members
may be excluded from discussion and decision-making processes, amongst other consequences.
-
General principles
Remuneration system for the Executive Board
Remuneration systems for the Executive Board and the Supervisory Board
The remuneration report comprises two sections: “Remuneration systems for the Executive Board and
the Supervisory Board" and "Total remuneration and remuneration amounts for the Executive Board and
the Supervisory Board".
This remuneration report outlines the principles governing the remuneration system applicable to the
members of Deutsche Börse AG's Executive Board: it also describes the structure and amount of
remuneration payable to them, together with the principles governing Supervisory Board remuneration,
and the amounts payable. The remuneration report is part of the combined management report and
complies with the requirements of the Handelsgesetzbuch (HGB, German Commercial Code), the
International Financial Reporting Standards (IFRSS) and German Accounting Standard No. 17 (Reporting
on the Remuneration of Members of Governing Bodies). In addition, the remuneration report (including
the remuneration systems for the Executive Board and the Supervisory Board outlined therein) complies
with almost all recommendations of the German Corporate Governance Code (the "Code") as amended
on 7 February 2017 (the "GCGC 2017); for details, please refer to the “Combined corporate
governance statement and corporate governance report". The remuneration report (including the
remuneration systems for the Executive Board and the Supervisory Board) also complies with almost all
recommendations of the Code as amended on 16 December 2019 (the “GCGC 2020"); compliance will
increase even further for the remuneration systems for the Executive Board and the Supervisory Board
adjusted with effect from the 2020 financial year.
<3
Remuneration report
Further information
Notes
Management report | Remuneration report
Financial statements
Target direct compensation
Management report | Remuneration report
Financial statements
Notes
Further information
Structure and remuneration components
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
106
■ Non-performance-related basic remuneration
-
In line with these targets, the remuneration system for the Executive Board is based on three pillars:
firstly, a clear performance orientation and a highly detailed assessment based on ambitious internal and
external targets ensure the focus is on the company's goal of above-average growth. Secondly, multi-year
bases for assessment, long-term elements, and the use of deferred payouts discourage excessive risk-
taking. Thirdly, the new remuneration system promotes a strong equity culture, and in this way helps
align the interests of shareholders, management and other stakeholders. Particularly the individual
targets set incentives for sustainable action.
Within the framework of its corporate strategy, Deutsche Börse's goal is to strengthen - and further
expand-
| 
– its position as a leading European financial markets infrastructure provider with global growth
ambitions over the long term. Hence, the company's primary strategic focus is on growth. Deutsche
Börse Group aligns its actions with long-term and sustainable company success, discharging its
corporate responsibility holistically.
Contribution to promoting the corporate strategy and supporting the long-term development of the
company.
Implementation of the remuneration system adjusted with effect from the 2020 financial year
The adjusted remuneration system for the Executive Board applies to all service contracts with Executive
Board members entered into or extended on or after 1 January 2020. In accordance with the
GCGC 2020 and section 26j of the Einführungsgesetz zum Aktiengesetz (EGAktG, Introductory Law to
the German Stock Corporation Act), the existing remuneration system shall continue to apply to all
existing service contracts with members of the Executive Board. Executive Board members are
remunerated in accordance with the remuneration system applicable to them.
A target remuneration in line with prevailing market levels is assigned to each Executive Board member.
This target remuneration is predominantly oriented upon the skills and experience required for that
member's tasks, as well as upon the target remuneration for the other Executive Board members. The
remuneration for the Chairman of the Executive Board (Chief Executive Officer) is roughly double the
target remuneration for the other Executive Board members.
Targets and reference parameters set by the Supervisory Board for variable remuneration components for
each new financial year may not be changed retrospectively.
Executive Board remuneration is set by the Supervisory Board, on the basis of the remuneration system
in force; the Nomination Committee is responsible for preparing the Supervisory Board's decision. In
doing so, the Supervisory Board shall ensure that remuneration is appropriate to the corresponding
Executive Board member's tasks and performance, as well as to the enterprise's financial situation, and
that it does not exceed the prevailing market level of remuneration without specific reasons. For this
purpose, the Supervisory Board shall conduct a horizontal and vertical peer-group comparison on a
regular basis (at least every two years); see the ☑section on “Examination of appropriateness of
Executive Board remuneration (peer-group comparison)" for details.
<3
Within the scope of the remuneration system adjusted as of 1 January 2020, the Supervisory Board is
entitled to temporarily deviate from the remuneration system pursuant to section 87a (2) of the AktG if it
is necessary for the sake of the company's long-term wellbeing. Such a deviation requires a resolution
adopted by the Supervisory Board with a two-thirds majority – based on a recommendation made by the
Nomination Committee – listing the reasons and the type of deviation on a case-by-case basis. Based on
such a resolution, deviations from the remuneration system are possible for all remuneration
components. The maximum remuneration however cannot be touched.
Performance shares
individual targets
Performance
bonus
Target achievement (%)
Assessing net income growth for the performance bonus
Net income growth is calculated independently from the financial planning concerned by comparing the
adjusted net income for the remuneration year with the prior-year figure. Target achievement rates may
range between 0 and 200 per cent: net income decrease of 20 per cent or more corresponds to a O per
cent target achievement rate (floor). Where net income remains stable (i.e. unchanged year-on-year),
this is deemed to represent a target achievement rate of 75 per cent, while a 7.5 per cent increase is
equivalent to a target achievement rate of 100 per cent (target value). Net income growth of 15 per cent
or more corresponds to a 200 per cent target achievement rate (cap). This means that there is a stronger
incentive to achieve net income growth of between 7.5 per cent and 15 per cent, because the target
achievement curve is steeper (see the following "Assessing net income for the performance bonus"
chart).
<3
Assessing the adjusted net income growth
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
109
3-year
1-year
shares
50%
multiplier
Performance
200
133
100
75
110
In addition, the maximum performance bonus as of 1 January 2020 shall only be granted as of
minimum net income growth amounting to 18.75 per cent (previously: 15 per cent). The cap
was also elevated, from 200 per cent to 250 per cent, to reward above-average net income
growth even more.
On the one hand, the floor for a performance bonus payout was elevated, meaning that in future
a net income decrease of 10 per cent or more corresponds to a O per cent target achievement
rate (previously: 20 per cent and more). According to the Supervisory Board's view, the thus
steeper and now linear target achievement curve (see the following chart "Assessing net income
for the performance bonus as of 1 January 2020") between floor and target value better reflects
Deutsche Börse AG's desired performance culture. At the same time, the Supervisory Board
continues to deem the floor of a slightly decreasing net income for the one-year performance
period to be appropriate. Such net income fluctuations are often also based on external factors
and should not lead to a total loss of the performance bonus.
Under the remuneration system in force from the 2020 financial year onwards, the net income
assessment to determine target achievement for the performance bonus was adjusted. By
carrying out these amendments, the Supervisory Board once again increases the incentive for
above-average net income growth.
PBP adjustments as of the 2020 financial year
Net income growth (%)
+30
+20
Total paid out
+15
0
-10
-20
-30
0
Floor
Double-digit
growth
Сар
+7.5 +10
cash
50%
✓
The performance bonus is calculated on the basis of Deutsche Börse AG's Performance Bonus Plan
(PBP). It accounts for roughly two-thirds of Executive Board members' performance-related remuneration
and for approximately 45 per cent of their target direct remuneration. The performance bonus is split
50:50 between a share-based component (the share-based performance bonus) and a cash component.
Performance bonus
2) As of fiscal year 2020: 0 to 233%
"Together with pension expenses and ancillary benefits subject to maximum remuneration
Non-performance-related component (cash component)
Performance-related component (cash component)
Performance-related component (share-based payment)
Basic remuneration
(monthly payment)
Performance shares
Target achievement - cash
(annual payout)
Target achievement – shares
(calculated annually,
5-year performance period)
-
Incentive component multiplier:
0-200%2)
Incentive component multiplier:
0-250% per annum
Maximum total remuneration¹
Basic remuneration
→>>
Cash
Target achievement - shares
(annual payout,
3-year holding period)
Shares
Performance shares are calculated and granted on the basis of the Performance Share Plan (PSP). They
are paid out after the reporting period since they reflect the performance of Deutsche Börse AG's share
price over a five-year performance period. Performance shares account for approximately one-third of
Executive Board members' performance-related remuneration, and for approximately 25 per cent of their
target direct remuneration.
Gruppe Deutsche Börse | Annual report 2019
104
1/3
net income
growth in
2/3
rate
100% target
achievement ☑
Breakdown of the performance bonus
108
The total performance bonus is paid out in cash, at the latest together with the regular salary payment
for the calendar month following the approval of Deutsche Börse AG's consolidated financial statements
for the year. Executive Board members are obliged to invest 50 per cent of the total payout after tax in
Deutsche Börse AG shares, which they have to hold for at least three years. For further details regarding
the share purchase process, please refer to the section "Automated share purchase designed to fulfil
the plan conditions as well as the share ownership guidelines".
Principles governing the PBP and assessing target achievement for the performance bonus
Based on the PBP, a performance bonus with a certain target value is indicated to the Executive Board
members for each year. The extent to which Executive Board members have met their targets for the
performance bonus is determined for each financial year on the basis of the PBP. The basic assessment
procedure is based on two components: two-thirds of the bonus consider the increase in adjusted net
profit attributable to Deutsche Börse AG shareholders for the remuneration year concerned (hereinafter
referred to as net income) and thus reflect Deutsche Börse AG' strategic growth orientation. One-third
reflects the Executive Board members' individual performance which is assessed particularly with a view
to whether strategic and operating targets with strategic relevance were achieved. This way, the
performance bonus recognises the implementation of Deutsche Börse AG's business strategy, thus
contributing to the company's long-term development.
The criteria used by the Supervisory Board to assess the extent to which Executive Board members have
met their individual targets are described below. These criteria are used to calculate the performance
bonus due to Executive Board members, as well as the number of performance shares to be granted and
their value.
<3
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Once the Supervisory Board has determined the overall extent to which Board members have met their
targets using these two components, it may then review this figure and adjust it using a performance
multiplier in exceptional situations if so required; this can be done either for individual Executive Board
members or for the Executive Board as a whole. Please refer to the “Determining the performance
multiplier" section.
The expected developments in Deutsche Börse AG's business are largely subject to the same factors as
those influencing Deutsche Börse Group. The relevant disclosures and quantitative information on
Deutsche Börse AG are provided in the report on expected developments.
<3
The description of the internal control system (ICS), required by section 289 (4) of the HGB, is provided
in the "Group management" section.
- 4.0
Cashflow from investing activities
Cashflow from financing activities
Cash and cash equivalents as at
31 December
495.0
- 444.1
- 486.1
- 807.8
47.3
- 906.6
Net assets of Deutsche Börse AG
As at 31 December 2019, the non-current assets of Deutsche Börse AG amounted to €5,349.8 million
(2018: €5,892.9 million). At €5,007.5 million, most of the non-current assets was attributable to
shares in affiliated companies (2018: €5,520.9 million), mainly from the investment in Clearstream
Holding AG, in 360 Treasury Systems AG, in Eurex Frankfurt AG as well as the investment in Qontigo
GmbH.
Deutsche Börse AG's investments in intangible assets and property, plant and equipment totalled
€60.4 million during the year under review (2018: €56.1 million). This rise was related to payments on
account for construction in progress in various locations. Depreciation and amortisation in 2019
amounted to €59.2 million (2018: €57.8 million).
Receivables from and liabilities to affiliated companies include settlements for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. Apart from
settlements for intra-Group services, receivables from affiliated companies are largely due from Qontigo
GmbH and Qontigo Index GmbH. This is on account of the spin-off of the Index Business into Qontigo
Index GmbH and the associated establishment of Qontigo GmbH. In total, these items amount to
€80.4 million. Liabilities to affiliated companies resulted mainly from cash-pooling amounting to
€801.9 million (2018: €1,623.1 million) and trade liabilities in the amount of €46.1 million (2018:
€43.9 million).
102
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Deutsche Börse AG (disclosures based on the HGB)
Financial statements
921.2
561.9
576.9
884.6
Total
2019
2018
€m
€m
Staff costs
248.6
301.5
- 17.5
Notes
Cash flows from operating activities
945.0
642.3
amortisation
59.1
57.8
2.3
Other operating
expenses
Depreciation and
Cash flow statement (condensed)
Further information
Non-current assets (condensed)
Financial assets
5,155.7
5,700.1
Non-current assets as at 31
December
Other European countries
Asia
4
0.3
2
0.1
5,349.8
5,892.9
Total Deutsche Börse AG
1,515
100
Deutsche Börse AG employees
The number of employees at Deutsche Börse AG rose by 74 in the reporting year and totalled 1,515 as
at 31 December 2019 (31 December 2018: 1,469 employees). The average number of employees at
Deutsche Börse AG for the 2019 financial year was 1,472 (2018: 1,437).
Report on expected developments at Deutsche Börse AG
0.3
5
France
74.9
Employees per country/region
2019
2018
31 Dec 2019
%
€m
€m
Germany
Working capital amounted to €-903.5 million in 2019 (2018: €-1,652.9 million). The change was
mainly attributable to a decrease in liabilities from cash pooling.
1,484
Intangible assets
108.5
117.9
Great Britain
20
1.3
Property, plant and equipment
85.6
98.0
Change
%
2.7
2019
€m
340
5 to 15 years
30.8
466
30 to 39 years
45.4
688
Less than 5 years
11.7
177
Less than 30 years
%
31 Dec 2019
%
31 Dec 2019
Employee length of service
Age structure of employees
22.4
40 to 49 years
401
26.4
2018
€m
The opportunities and risks facing Deutsche Börse AG, as well as the measures and processes for
dealing with these opportunities and risks, are essentially the same as those for Deutsche Börse Group.
Therefore, please refer to the ☑ risk report and the ☑ report on opportunities of Deutsche Börse Group. In
principle, Deutsche Börse AG participates in the opportunities and risks of its equity investments and
subsidiaries in proportion to the size of its shareholding. Risks that could potentially threaten the
existence of the Eurex Clearing AG subsidiary would also have had a direct influence on Deutsche Börse
AG based on a letter of comfort issued by Deutsche Börse AG. As of the reporting date, there were no
risks jeopardising the company's existence. Further information on the letter of comfort issued to Eurex
Clearing AG is available in the "Other financial obligations and transactions not included in the
balance sheet" section in the notes to the annual financial statements of Deutsche Börse AG.
Opportunities and risks facing Deutsche Börse AG
The corporate governance statement in accordance with section 289f HGB corresponds to that of
Deutsche Börse Group. Therefore, please refer to the "Combined corporate governance statement and
corporate governance report" section.
Corporate governance statement in accordance with section 289f HGB
The principles governing the structure and design of the remuneration system at Deutsche Börse AG are
the same as those for Deutsche Börse Group. Therefore, please refer to the remuneration report for
Deutsche Börse Group.
Remuneration report of Deutsche Börse AG
100
<3
1,515
100
1,515
Total Deutsche Börse AG
471
More than 50 years
32.2
487
More than 15 years
Total Deutsche Börse AG
Further information
31.1
Financial statements
Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2019. Return on equity increased from 21 per cent in
2018 to 29.9 per cent in the year under review.
Financial position of Deutsche Börse AG
As at the reporting date, cash and cash equivalents amounted to €849.3 million (2018: €716.5 million)
and included bank deposits on current accounts as well as term deposits and other short-term deposits.
Deutsche Börse AG has external credit lines available of €605.0 million (2018: €605.0 million), which
were not yet drawn upon as at 31 December 2019. Moreover, the company has a Commercial Paper
programme in place, which allows for flexible and short-term financings of up to €2.5 billion, in various
currencies. At the end of the year, there was no Commercial Paper outstanding.
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of
liquidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries
are in a position to honour their payment obligations at any time.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and
one corporate bond with a nominal value of €500 million. For more details concerning these bonds,
please refer to the "Financial position" section.
101
Gruppe Deutsche Börse | Annual report 2019
Development of profitability
Executive and Supervisory Boards
Notes
Further information
<3
In the 2019 financial year, Deutsche Börse AG generated cash flow from operating activities of €945.1
million (2018: 642.3 million), mainly thanks to higher net profit.
Cash flow from investing activities amounted to €495.0 million (2018: €444.1 million). This increase is
strongly correlated with the capital reduction of Eurex Global AG (€442.3 million) and STOXX Ltd.
(€50.1 million). In addition, the Index Business was spun off into Qontigo Index GmbH (€14.0 million).
Notes
Overview of total costs
Cash flow from financing activities amounted to €-486.1 million in the year under review
(2018: €-807.8 million). In the 2019 financial year, Deutsche Börse AG distributed €495 million in
dividends for the year 2018. Cash and cash equivalents amounted to €47.3 million on the 31
December 2019 reporting date (2018: €-906.6 million) and consisted of liquid funds of
€849.3 million (2018: €716.5 million), less cash-pooling liabilities of €801.9 million (2018:
€1,623.1 million).
Management report | Deutsche Börse AG (disclosures based on the HGB)
Earnings before interest, tax, depreciation and amortisation (EBITDA) increased to €1,181.2million
(2018: €831.2 million). Net profit for the period amounted to €825.9 million, representing an increase
of 55.2 per cent (2018: €532.2 million).
Financial statements
Other operating expenses were up 2.7 per cent year-on-year, to €576.9 million (2018: €561.9 million).
Executive and Supervisory Boards
103
As at 31 December 2019, 77 per cent of Deutsche Börse AG's employees were graduates. The ratio is
based on the number of employees holding a degree from a university, college or vocational academy, as
well as the employees who have completed degrees abroad. In 2019, the company invested an average
of 4.0 days in training per employee.
On 31 December 2019, Deutsche Börse AG had employees at six locations around the world. Infor-
mation on the countries, regions, the employees' age structure and length of service are provided in the
tables that follow.
During the 2019 financial year, 93 employees left Deutsche Börse AG, resulting in a staff turnover rate
of 6 per cent.
Gruppe Deutsche Börse | Annual report 2019
Deutsche Börse Group's result from equity investments for the 2019 financial year totalled €542.9
million (2018: €242.3 million) and, among others, consisted of dividend income of €305.7 million
(2018: €90.6 million), income from the transfer of profits in the amount of €228.1 million
(2018: €152.7 million) and a loss absorption from profit and loss transfer agreements of €3.9 million.
Management report | Deutsche Börse AG (disclosures based on the HGB)
Executive and Supervisory Boards
Notes
Further information
Gruppe Deutsche Börse | Annual report 2019
<3
(investment fund services) and GSF (collateral management) segments result from the IT services
Deutsche Börse AG provides to companies belonging to the Clearstream Holding subgroup.
Other operating income decreased to €36.3 million during the year under review (2018: €54.3 million).
The company's total costs of €884.6 million were down 4 per cent year-on-year
(2018: €921.2 million). For a breakdown, please refer to the table “Overview of total costs". Staff
costs were down by 17.5 per cent year-on-year during the year under review, to €248.6 million
(2018: €301.5 million). The decline in staff costs is mainly due to the restructuring programme and
streamlining of the management structure. Furthermore, additions to pension provisions decreased by
€9.8 million, which was due to changed framework conditions. The staff numbers increased from an
average of 1,437 in the prior year to 1,472 in the 2019 financial year.
Amortisation of intangible assets and depreciation of property, plant and equipment increased to a total
of €59.1 million in the year under review (2018: €57.8 million).
Financial statements
Management report | Deutsche Börse AG (disclosures based on the HGB)
Börse shares 4)
||
Absolute KPI
3) Limitation at 250 per cent of number granted
In the calendar month preceding the start of the performance period
2) Year in which performance shares are granted
✗ for Deutsche
4) In the last calendar month of the performance period, including all dividends paid during the performance period
5) Due in three tranches
Relative KPI
Avg. share price
Number of
Final number
TSR for Deutsche Börse
shares vs index companies
50%
performance
shares granted
(phantom)
50% net income growth
→
Year 1 Year 2 Year 3 Year 4 Year 5
Performance period
+
Deutsche Börse
shares¹)
Avg. share price for
Final
remuneration
of (phantom)
performance
shares³)
payment for
share
Сар
Assessing net income for performance shares
Individual target
+20
+15
+7.5 +10
+5
0
-5
-10
0
Floor
Double-digit
growth
50
100
purchase 5)
115
150
200
250
Target achievement (%)
Assessing net income growth for performance shares
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
114
The Supervisory Board determines the target achievement rate for adjusted net income growth at the
end of each financial year during the five-year performance period and determines them for the
Executive Board members. The target achievement rate at the end of the performance period in question
is the average of the annual target achievement rates for each of the five years. Target achievement rates
may range between 0 and 250 per cent. If net income declines or remains unchanged year-on-year, this
is deemed to represent a target achievement rate of 0 per cent (floor), while a 7.5 per cent increase
corresponds to a target achievement rate of 100 per cent. Net income growth of 15 per cent or more
corresponds to a 250 per cent target achievement rate (cap). The target achievement rate increases
more strongly for growth rates between 10 and 15 per cent than for single-digit growth rates, providing a
greater incentive for Executive Board members to aim for double-digit net income growth (see also the
following chart “Assessing net income growth for performance shares").
133
Principles governing the Performance Share Plan (PSP)
Corporate strategy implementation
Notes
M&A
Strategic projects
Exploring new markets
Gaining market share
Product development and innovation
Business development
Objectives of the corporate strategy
Net income growth (%)
Catalogue of performance criterions
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
111
The performance criteria to be used by the Supervisory Board within the scope of the annual target
agreement can be financial as well as non-financial and must include at least one performance criterion
from the catalogue of sustainability topics (including ecological and social aspects) per year, provided the
Supervisory Board doesn't refrain from this due to special circumstances in individual cases.
The targets are derived from the Group or corporate strategy or its respective parts and comprise their
implementation. Strategic projects and initiatives can directly serve to implement the corporate strategy,
as can operating measures. The latter can also be agreed as targets if they indirectly contribute to
strategy implementation, for example by creating an essential foundation for the company's structure,
organisation, function and long-term development.
Individual targets should contribute to an implementation of the corporate strategy as well as to a long-
term, sustainable development at Deutsche Börse Group. Targets must be demanding and ambitious.
Furthermore, they must be specific enough to allow for target achievement to be measured, i.e. specific
figures or expectations for target achievement are determined. To avoid dilution, each Executive Board
member shall have no more than four targets per year.
The Supervisory Board defines the Executive Board members' individual targets and their weighting for
the upcoming financial year (and in the event that a member is elected during the year, as of the
appointment date). Individual targets can also be determined for the entire Executive Board.
Determining individual targets and assessing the target achievement
Net income growth (%)
+30
+18.75
+15
+7.5 +10
-10
-20
Company structure, organisation, and function
Further information
Efficiency enhancement
Sustainability
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
113
■ The first variable is the number of performance shares which is derived from the net income growth
and from the TSR for Deutsche Börse shares in comparison to the TSR of the reference index, over a
five-year period in each case. The maximum number of performance shares is limited at 250 per cent
of the number of performance shares determined at the beginning of the performance period.
■The second variable is the change in the share price and the dividend during the performance period;
no cap is applied to the share price.
The PSP has two variables:
The final number of phantom performance shares is determined from the total target achievement rate
for net income growth and TSR performance during the performance period, multiplied by the number of
(phantom) performance shares granted at the outset. The final number of phantom performance shares
determined in this manner is multiplied by the average Xetra closing price for Deutsche Börse shares in
the calendar month preceding the end of the performance period. This results in the amount to be paid
out to purchase the tradeable shares (adjusted for the dividends per share paid out during the per-
formance period). Each payout amount is generally due in three equal instalments: the first instalment is
due at the latest together with the regular salary payment for the calendar month following the approval
of Deutsche Börse AG's consolidated financial statements for the year after the end of the performance
period in question; the second and third instalments are due at the corresponding dates in the two years
subsequent to the payment of the first instalment. The members of the Executive Board are obliged to
invest the amount paid out after tax in Deutsche Börse AG shares. For further details regarding the share
purchase process, please refer to the section "Automated share purchase designed to fulfil the plan
conditions as well as the share ownership guidelines".
Principles governing the PSP and assessing target achievement for performance shares
At the beginning of each financial year, the PSP allots a potential number of so-called performance
shares to each member of the Executive Board. The number of initial (phantom) performance shares
thus allotted is determined by dividing the amount of the individual target remuneration (in euros) by the
average XetraⓇ
2 closing price of Deutsche Börse shares in the calendar month preceding the start of the
performance period (fair value of the performance shares). Target achievement regarding performance
shares is determined after the end of a five-year performance period. The respective target achievements
are assessed on the basis of two components: firstly, the adjusted net income growth over the five-year
period, and, secondly, the relative total shareholder return (TSR) for Deutsche Börse shares compared to
the TSR for the STOXX® Europe 600 Financials index (the industry benchmark) during the same period.
The PSP thus supports the implementation of the growth-oriented corporate strategy on the one hand
and especially Deutsche Börse AG's long-term development via the long-standing performance period on
the other.
<3
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
112
The performance multiplier for the performance bonus supports the Supervisory Board in special
situations when considering additional success and performance aspects hitherto not sufficiently
comprised in the previously determined targets. As such, the performance multiplier can be used e.g. in
the event of mergers, acquisitions or divestments to allow the Supervisory Board to account for any
dilution of equity, or to reflect the achievement of qualitative or quantitative targets (especially integration
parameters) when finally assessing the extent to which an Executive Board member has achieved his or
her overall targets. The performance multiplier has a minimum value of 0.8 and a maximum value of
1.2; it is multiplied by the performance assessment for the performance bonus, taking the 200 per cent
cap (as of 2020 financial year: 233.33 per cent) into account.
Determining the performance multiplier
The individual targets for the Executive Board members for the 2020 financial year were determined in
accordance with the adjusted remuneration system. The target agreement includes both targets regarding
the implementation of Deutsche Börse AG's growth strategy "Roadmap 2020" and sustainability targets
alike. The individual targets determined for and the target achievement rate of the Executive Board
members are reported in a transparent manner following the remuneration year.
Advised by the Nomination Committee, the Supervisory Board assesses the extent to which each
member of the Executive Board has achieved his or her targets after the end of the remuneration year in
question. A floor of O per cent and a cap of 200 per cent have been defined for the target achievement
rate of individual targets.
Carbon emission reduction/considerate use of resources
Reporting and communication
Succession planning
<3
Corporate Social Responsibility
Corporate governance
Compliance
Risk management
Customer satisfaction
Employee satisfaction
Diversity
Liquidity planning
PSP adjustments regarding net income growth as of the 2020 financial year
The remuneration system valid as of financial year 2020 has also been amended with regard to
assessing net income for the PSP. These adjustments refer to the performance periods beginning
as of this point in time. Net income growth required to achieve the cap was lifted from 15 per
cent to 18.75 per cent, whilst the target achievement cap of 250 per cent was maintained. The
Supervisory Board thus increases the demands for maximum target achievement regarding net
income growth under the Performance Share Plan.
50
115
If an Executive Board member dies, his or her spouse receives 60 per cent and each dependent child
receives 10 per cent of the above amount (25 per cent for full orphans), up to a maximum of 100
per cent of the pension contribution.
In the event that a member of the Executive Board becomes permanently incapable of working, the
company is entitled to retire him or her. Executive Board members are deemed to be permanently
incapable of working if they are unable to perform their professional activities for more than six months,
and if they are not expected to regain their capacity to work within a further six months. In such cases,
those Executive Board members who have a defined benefit pension plan receive the amount calculated
by applying the applicable replacement rate to the pensionable income. Executive Board members with
a defined contribution pension plan receive the plan assets that have accrued at the time when the
benefits fall due, plus a supplement corresponding to the full annual pension contribution that would
have been due in the year in which the Executive Board member left the company's service, multiplied
by the number of years between the time at which the benefits fell due and the Executive Board member
reaching the age of 60.
Permanent incapacity to work and death benefits
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 reasons for this are 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 applicable replacement rate to the pensionable income. Once again, a
precondition is that the Executive Board member served on the Executive Board for at least three years
and was reappointed at least once. Members of the Executive Board who have a defined contribution
pension are not eligible for an early retirement pension.
Early retirement pension
Defined benefit pension system: After reaching the contractually agreed retirement age, members of
the Executive Board covered by the defined benefit pension system receive the replacement rate of their
individual pensionable income as a pension. A precondition for this is that the Executive Board member
in question served on the Executive Board for at least three years and was reappointed at least once. As
with the defined contribution pension system, the pensionable income is determined and regularly
reviewed by the Supervisory Board. The replacement rate depends upon the Executive Board member's
term of office and the number of reappointments and amounts to a maximum of 50 per cent. Payout
terms and vesting rules are in line with those applicable for the defined contribution pension system.
From among the active members of the Executive Board, the defined benefit pension system applies to
Thomas Book.
Betriebsrentengesetz (German Company Pensions Act). The defined contribution pension system applies
to Theodor Weimer, Christoph Böhm, Stephan Leithner, Gregor Pottmeyer and Hauke Stars.
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
118
Defined contribution pension system: For Executive Board members covered by the defined
contribution pension system, the company makes an annual capital contribution to the scheme for each
calendar year that a member serves on the Executive Board. This contribution is determined by applying
an individual percentage (known as the "replacement rate") to the pensionable income. The pensionable
income is determined and regularly reviewed by the Supervisory Board. The annual capital contributions
calculated in this way bear interest of 3 per cent per annum. Benefits are generally paid in the form of a
monthly pension, however, Executive Board members have the option of choosing a one-off capital
payment or five instalments. Pension entitlements are vested in accordance with the
The members of the Executive Board are generally entitled to receive retirement benefits upon reaching
the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time – for
Thomas Book, this applies on reaching the age of 63. The Supervisory Board reviews and determines
the pensionable income that is used as the basis for retirement benefits. There are two different
retirement benefit systems for Executive Board members. Executive Board members normally receive a
defined contribution pension. Those members who continue being subject to an existing agreement from
prior appointments within Deutsche Börse Group may instead receive a defined benefit pension. The
pensionable income and the present value of the pension commitments existing as at 31 December
2019 are shown in the "Retirement benefits" table.
Retirement benefits
Pension commitments
Contractual ancillary benefits are granted to members of the Executive Board, such as the provision of an
appropriate company car for business and personal use. They also receive taxable contributions towards
private pensions. In addition, the company may take out insurance cover for them (within reason).
Currently this includes personal accident insurance and directors & officers (D&O) insurance for
Executive Board members. Other ancillary benefits may include a temporary or permanent
reimbursement of expenses for a second household, journeys home, moving costs, cost coverage for
security measures and the use of pool vehicles or transport services.
Contractual ancillary benefits
Relative TSR vs index (percentile rank)
90th
70th 75th
60th
50th
(median)
<3
0
Transitional payments
50
In the event that an Executive Board member becomes permanently incapable of working, the defined
benefit pension agreements for Executive Board members provide for a transitional payment. The
amount of this payment corresponds to the target variable remuneration (performance bonus and
performance shares) in the year in which the event triggering the benefits occurs. It is paid out in two
tranches in the two following years. If an Executive Board member dies, his or her spouse receives
60 per cent of the transitional payment.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
-30
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
<3
Assessing net income growth for the performance bonus as of 1 January 2020
Target achievement (%)
250
200
133.33
100
57.14
Double-digit
growth
120
Examination of appropriateness of Executive Board remuneration (peer-group comparison)
The Supervisory Board conducts a horizontal and vertical peer-group comparison to examine the
appropriateness of Executive Board remuneration on a regular basis (at least every two years). For this
purpose, the Supervisory Board may seek the advice of an external expert who is independent from the
Executive Board and from the company. The horizontal comparison is based on a relevant peer group of
reference companies; this may include DAX constituents, international exchange operators, national and
international financial institutions, financial infrastructure providers or similar groups. When selecting
peer groups for comparison, the Supervisory Board will consider, in particular, that such companies are
comparable in size to Deutsche Börse AG. The vertical comparison concerns the relationship between
Executive Board remuneration to the remuneration levels of senior management (comprising two
management levels below the Executive Board) and of the entire workforce, as well as the development
of the various salary levels over a two-year period. In this respect, the Supervisory Board considers the
remuneration levels compared to employees of Deutsche Börse AG, as well as to the overall workforce of
Deutsche Börse Group. The Supervisory Board takes the results of this examination into account when
setting target remuneration for members of the Executive Board, and thus also ascertains that Executive
Board remuneration is appropriate.
In the event that an Executive Board member's contract of service is terminated early for a reason other
than good cause, any payments made to the Executive Board member may not exceed the remuneration
for the residual term of his or her contract of service, and may also not exceed the value of two total
annual remuneration payments (severance cap). The payment is calculated on the basis of the total
remuneration for the past financial year and, where appropriate, the expected total remuneration for the
current financial year. Performance bonus claims and performance shares that have been granted will
lapse if the company has good cause for an extraordinary termination of the Executive Board member's
employment or if an Executive Board member terminates his or her contract before the end of the
performance period without good cause and without reaching a mutual agreement.
Severance payments
Additional elements of the remuneration system for the Executive Board
Deutsche Börse's share ownership guidelines are a key element in order ensure that remuneration for
the Executive Board is aligned with the long-term corporate performance of Deutsche Börse AG, as
provided for by the strategy. Under these guidelines, members of the Executive Board are obliged to
continuously hold a multiple of their average basic remuneration in Deutsche Börse AG shares during
their term of office. A multiple of 3 applies to the CEO, and a multiple of 2 to the Deputy CEO and to
ordinary Executive Board members. Shares belonging to the following three categories are used to assess
compliance with the share ownership guidelines: (1) shares purchased from the performance bonus; (2)
shares received under the allocation of performance shares; and (3) shares held in private ownership. In
each case, such shareholdings must be built up over a three-year period. The shareholdings of Mr
Pottmeyer and Ms Stars were evaluated as at 31 December 2018 and were found to be compliant with
the share ownership guidelines. Such compliance shall be evaluated on 31 December 2020 with regard
to the shareholdings of Mr Weimer and on 31 December 2021 at the latest with regard to the
shareholdings of Mr Böhm, Mr Book and Mr Leithner. For further details regarding the procedures for
these share purchases, please refer to the section "Automated share purchase designed to fulfil the
plan conditions as well as the share ownership guidelines".
<3
Share ownership guidelines
Further information
Notes
Financial statements
Management report | Remuneration report
119
Furthermore, as of financial year 2020 the target achievement curve is completely linear between
floor and cap. Therefore, the higher target achievement rate of 133 per cent in the hitherto non-
linear target achievement curve disappears if net income increases by 10 per cent (see the
following chart "Assessing net income growth for performance shares as of 1 January 2020").
100
175
116
The TSR performance for Deutsche Börse shares is derived from Deutsche Börse AG's ranking relative to
the companies included in the STOXX Europe 600 Financials index. The target achievement rates for
Executive Board members can range from O per cent (floor) to 250 per cent (cap). A zero per cent target
achievement rate is assumed where Deutsche Börse AG's five-year relative TSR falls short of the median,
i.e. where it is lower than that for at least half of the index constituents. Where Deutsche Börse AG's TSR
has performed in line with 60 per cent of index constituents, this represents a target achievement rate of
100 per cent. Where Deutsche Börse AG's TSR has performed in line with at least 75 per cent of index
constituents, this represents a target achievement rate of 175 per cent. The cap of 250 per cent is
reached if Deutsche Börse AG's TSR ranks in the top 20 per cent of index constituents - in other words,
if it is in the 80th percentile of the index or higher. Please also refer to the following chart "Assessing the
total shareholder return (TSR) for Deutsche Börse shares for performance shares".
Assessing the TSR performance for Deutsche Börse shares
Net income growth (%)
+18.75
+15
+10
+7.5
+5
0
-5
-10
Double-digit
growth
<3
50
100
133.33
150
200
250
Target achievement (%)
Assessing net income growth for performance shares as of 1 January 2020
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
150
Management report | Remuneration report
Notes
200
250
Target achievement (%)
Assessing the total shareholder return (TSR) for Deutsche Börse shares
for performance shares as of 1 January 2020
Further information
Notes
Financial statements
Management report | Remuneration report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
117
In line with the target achievement curve for net income growth, the curve for TSR performance
was also adjusted and is linear now.
PSP adjustments regarding TSR performance as of the 2020 financial year
As with assessing net income, the cap for total shareholder return as a second performance
indicator of the Performance Share Plan was left at 250 per cent, albeit with a higher target
achievement. To reach the cap, Deutsche Börse AG's TSR must in future lie at or above the TSR
of at least 90 per cent of companies included in the benchmark index (until financial year
2020: 80 per cent). The Supervisory Board thereby also increases the total shareholder return
demands for maximum target achievement under the Performance Share Plan.
Relative TSR vs index (percentile rank)
70th 75th 80th
60.
50th
(median)
0
50
100
150
175
200
250
Target achievement (%)
Assessing the total shareholder return (TSR) for Deutsche Börse shares for performance shares
<3
Further information
Financial statements
<3
0
2,230.2
2019
(max)
2018
€ thous.
€ thous.
€ thous.
€ thous.
Fixed remuneration
720.0
720.0
720.0
720.0
650.0
650.0
650.0
650.0
Ancillary benefits
34.5
34.5
34.5
29.2
30.1
30.1
Total
754.5
754.5
754.5
749.2
2019
(min)
(Director of Labour Relations)
Hauke Stars
2019
720.0
325.0
650.0
650.0
650.0
€ thous.
€ thous.
2,616.6
1,066.5 9,500.03) 1,471.7
2,825.4
1,145.4 9,500.03)
1,500.9
128
680.1
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Financial statements
Notes
Further information
Benefits granted (part 3)
<3
Gregor Pottmeyer
(CFO)
2019
2019
(min)
2019
(max)
€ thous.
€ thous.
€ thous.
2018
€ thous.
Management report | Remuneration report
720.0
680.1
24.9
2019
(min)
2019
(max)
2018
€ thous.
€ thous.
€ thous.
€ thous.
1,500.0
1,500.0
1,500.0
1,500.0
720.0
720.0
720.0
120.0
26.8
26.8
26.8
22.9
67.1
67.1
67.1
11.4
1,526.8
1,526.8
1,526.8
2018
€ thous.
€ thous.
2019
2019
(max)
674.9
One-year variable
remuneration
Cash component of
performance bonus (50%)
560.0
0.0
1,120.0
560.0
516.7
0.0
1,033.4
516.7
30.1
680.1
Multi-year variable remuneration
0.0
n/a
1,120.0
1,033.4
0.0
n/a
Theodor Weimer
(CEO)
<3
4
Dr Christoph Böhm
(CIO/COO)
2019
€ thous.
2019
(min)
€ thous.
1,120.0
720.0
360.0
31.6
13,852
Tranche 2016
6,595
7,439
14,034
Total 2016 to 2019 tranches
45,672
Total 2016 to 2019 tranches
176,288
127
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Benefits granted (part 1)
Fixed remuneration
Ancillary benefits
Total
Multi-year variable
Total remuneration
295.2
406.1
406.1
1,205.7
n/a
739.3
6,965
6,887
Tranche 2017
10,791
5,848
Total 2018 to 2019 tranches
13,430
Tranche 2019
5,168
2,414
7,582
Tranche 2018
5,752
5,944
11,696
Tranche 2017
7,464
2,419.3
406.1
7,548
Tranche 2016
7,148
8,063
15,211
Total 2016 to 2019 tranches
49,501
Tranche 2019
4,769
2,226
6,995
Tranche 2018
5,307
5,484
15,012
280.0
n/a
0.0
Multi-year variable remuneration
280.0
560.0
0.0
560.0
258.3
516.6
0.0
516.7
performance bonus (50%)
Cash component of
remuneration
One-year variable
1,033.4
365.7
739.3
739.3
340.7
681.6
681.6
681.6
5.7
19.3
19.3
19.3
15.74)
31.6
31.6
739.3
1,522.9
0.0
516.6
560.0
258.3
1,115.6
356.1
384.9
384.9
n/a
681.6
2,231.7
384.9
Pension expense
Total
n/a
0.0
516.7
(5-year term) 2)
n/a
Performance shares
n/a
0.0
560.0
258.3
n/a
0.0
516.7
(50%, 3-year holding period)")
Share component performance
bonus
560.0
n/a
0.0
1,120.0
280.0
787.1
787.1
787.1
11.4
31.6
15.7
Total
1,526.8
1,522.9
787.1
131.4
681.6
340.7
One-year variable
remuneration
Cash component of
performance bonus
(50%)
1,515.4
2,117.5
823.5
155.6
693.7
130
2,654
4,769
959
5,168
13,353
11,998
67.1
22.9
26.8
Ancillary benefits¹)
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million
4) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178,100 to retirement provisions for Thomas Book
129
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Benefits received (part 1)
<3
Theodor Weimer
(CEO)
Dr Christoph Böhm
(CIO/COO)
2019
€ thous.
shares (no-par value
share)³)
2018
€ thous.
2018
2019
€ thous.
€ thous.
Thomas Book
2018
€ thous.
Fixed remuneration
1,500.0
1,500.0
720.0
120.0
650.0
325.0
2019
€ thous.
Number of phantom
1,477.4
2,585.7
419.6
677.8
466.2
442.6
2,434.1
5,757.9
4,557.6
Pension expense
Total
year term)
Performance shares (5-
439.2
693.7
147.9
155.6
2,117.5
1,515.4
period)
(50%, 3-year holding
performance bonus
Share component
439.2
693.7
155.6
823.5
2,117.5
1,515.4
remuneration
823.5
2) The target achievement rates for net income and total shareholder return, and for the maximum number of performance shares are all capped at 250 per cent. No
cap on the share price performance - therefore, no maximum can be stated for the individual remuneration components (no max.). For more information, please
refer to the "Combined corporate governance statement and corporate governance report" section
2,069.0
384.9
356.14)
535.9
2,994.1
7,057.9
5,857.6
(section 314 of the HGB)
Total remuneration
- 356.1
- 384.9
- 147.9
- 419.6
- 677.8
- 466.2
Less pension expense
1,219.1
component
1,575.2
258.3
516.7
2,453.9
590.5
93.3
2,853.7
560.0
1,300.0
1,300.0
Plus performance shares
6,435.7
5,023.8
Governance Code)²)
(German Corporate
Total remuneration
Less variable share
2,972
1) The level of target achievement is capped at 200 per cent. No cap on the share price performance - therefore, no maximum can be stated (n.m.). For more
information, please refer to the ☑"Combined corporate governance statement and corporate governance report" section
9,500.0³)
(5-year term) 2)
Total
1,300.0
0.0
n/a
1,300.0
560.0
0.0
n/a
93.3
5,026.8 1,526.8
n/a
Pension expense
466.2
466.2
466.2
5,022.9
677.8
2,467.1
419.6
787.1
n/a
411.3
419.6
419.6
147.9
Total remuneration
5,493.0 1,993.0 9,500.03)
5,700.7 2,886.7
Performance shares
93.3
n/a
0.0
131.4
One-year variable
remuneration
Cash component of
performance bonus (50%)
1,100.0
0.0 2,200.0
1,100.0
560.0
0.0
186.6
93.3
Multi-year variable remuneration
1,206.7 9,500.0³)
2,400.0
n/a
2,400.0
1,120.0
0.0
n/a
186.6
Share component performance
bonus
(50%, 3-year holding period)"
1,100.0
0.0
n/a
1,100.0
560.0
0.0
559.2
Benefits granted (part 2)
Fixed remuneration
Total
Pension expense
Total remuneration
560.0
0.0
n/a
560.0
516.7
0.0
n/a
516.7
2,434.5
754.5
(5-year term) 2)
n/a
297.3
297.3
1,051.8 9,500.0³)
2,429.2
300.1
2,729.3
680.1
n/a
2,225.0
274.4
274.4
274.4
269.6
2,504.6
954.5
297.3
2,731.8
2,494.6
Performance shares
n/a
Ancillary benefits
Total
Thomas Book
Stephan Leithner
2019
2019
(min)
2019
(max)
2018
2019
2019
(min)
2019
(max)
2018
516.7
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
1,033.4
Share component performance
bonus
(50%, 3-year holding period)"
560.0
0.0
n/a
560.0
516.7
0.0
€ thous.
2,876
439.2
7,582
957.3
560.8
466.2
677.8
Christoph Böhm
500.0
48.0
48.0
513.3
114.1
40.0
419.6
Stephan Leithner
500.0
48.0
48.0
Tranche 2018
256.5
406.1
295.2
Gregor Pottmeyer
500.0
147.9
48.0
40.0
Theodor Weimer
2018
€ thous.
€ thous.
€ thous.
€ thous.
Defined benefit
system
Thomas Book
500.0
50.0
1,000.0
45.0
500.0
50.0
45.0
6,992.8
6,992.8
4,829.0
384.9
4,829.0
384.9
356.1 ¹)
356.1
Defined contribution
system
Total
48.0
4,162.4
3,517.8
Expense
recognised
(total)
€ thous.
Carrying
amount as at
the reporting
date
(total)
€ thous.
Theodor Weimer
1,553.6
2,141,8
(588.3)
(588.3)
<3
Christoph Böhm
330.2
(42.2)
(42.2)
Thomas Book
396.9
513.9
(116.9)
(116.9)
Stephan Leithner
430.3
287.9
2019 total expense for share-based payments
(Prior-year figures in brackets)
Further information
Notes
297.3
300.1
Hauke Stars
500.0
40.0
40.0
2,312.6
1,918.2
274.4
269.6
Total
3,000.0
224.0
224.0
8,589.3
6,367.4
1,863.6
1,690.6
1) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178,100 to retirement provisions for Thomas Book
125
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
2019
557.0
2018
as at 31 Dec
2018
%
Management report | Remuneration report
Financial statements
Notes
Further information
<3
consideration (see the "Flexible age limit and term of office" section). The Supervisory Board thus
considers the threshold as per section 84 of the AktG, particularly the maximum term of office of five
years. In accordance with recommendation B.3 of the GCGC 2020, the term for first-time appointments
should not exceed three years. Service contracts do not provide for ordinary termination, in accordance
with German public-company law, whereby the right to terminate without notice, for good cause,
remains unaffected. The service contract is also terminated early in the event of the appointment being
terminated early, unless specificaly agreed otherwise.
Post-contractual non-compete clause
A post-contractual non-compete clause applies to members of Deutsche Börse AG's Executive Board.
This means that the Executive Board members in question are contractually prohibited from acting for a
competing company, or from undertaking competing activities, for one year following the end of their
service. Compensation of 75 per cent of the member's final fixed remuneration and 75 per cent of his or
her final cash bonus is payable during the non-compete period. Pension agreement benefits are offset
against the compensation. In addition, 50 per cent of other earnings are deducted if these - together
with the compensation - exceed the Executive Board member's final remuneration. The company may
waive the post-contractual non-compete clause before the Executive Board member's contract of service
ends.
Adjustments to the post-contractual non-compete clause from the 2020 financial year onwards
Going forward, any severance payments will also be offset against compensation, in addition to
pension agreement benefits.
Sideline activities
Executive and Supervisory Boards
Additional appointments assumed, or sideline activities entered into, by individual members of the
Executive Board, require the approval of the full Executive Board and the Chairman of the Supervisory
Board or, in certain cases, of the full Supervisory Board (which has delegated granting such approval to
the Nomination Committee). If a member of the Executive Board receives any remuneration for an office
performed at an affiliate of Deutsche Börse AG, this remuneration is offset against the Executive Board
member's entitlement to remuneration from Deutsche Börse AG.
By virtue of the service contract for Executive Board members, in events of serious misconduct,
the Supervisory Board is entitled to demand repayment of variable remuneration under the
Performance Bonus Plan or the Performance Share Plan, in full or in part, or to reduce variable
remuneration not yet disbursed accordingly (compliance clawback). Any such clawback shall be
limited to the calendar year during which the reason has occurred. The Supervisory Board shall
be entitled to asset a clawback claim even after an Executive Board member has left the
company, for a period of up to two years following termination of the service contract. Any claims
for damages remain unaffected by the assertion of any clawback of variable remuneration.
Remuneration system for the Supervisory Board
Remuneration for the Supervisory Board is a fixed remuneration only, plus an attendance fee for
meetings, in accordance with suggestion G.18 sentence 1 of the GCGC 2020. The members of the
Supervisory Board receive fixed annual remuneration of €70,000. In accordance with section 5.4.6 (1)
sentence 2 of the GCGC 2017 (recommendation G.17 of the GCGC 2020), remuneration is increased
for the Chairman of the Supervisory Board and for his or her deputy, as well as for chairs and members
122
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Recovery or reduction of variable remuneration (clawback) from the 2020 financial year
onwards
<3
Gruppe Deutsche Börse | Annual report 2019
The term of service contracts for Executive Board members depends on the duration of appointment.
Generally, a multi-year term of office is envisaged, taking the provisions on flexible age limit into
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Compensation for lapsed remuneration claims against a previous employer
<3
Where a member of the Executive Board has demonstrably and permanently lost claims for remuneration
against a previous employer (for example, long-term variable remuneration granted or pension
commitments), the Supervisory Board may agree to compensation - in the form of a one-off payment,
by granting additional variable remuneration during the first year of the Executive Board service contract,
or a one-off contribution to the pension agreement. Any such grants must be disclosed separately in the
remuneration report.
Automated share purchase designed to fulfil the plan conditions as well as
121
the share ownership guidelines
Determining maximum remuneration
-
The annual remuneration - comprising fixed salary, variable remuneration components and pension
expenses is capped at an aggregate gross amount of €9.5 million (total cap) for each Executive Board
member. Ancillary benefits are not included in this amount. Although these are subject to fluctuation,
no extraordinary fluctuations are expected and therefore it is not necessary to include them in the total
cap. In the interest of shareholders, the company will continue to provide competitive incentives for
good personal performance and the company's long-term sustainable success to Executive Board
members, whilst preventing any unintended excesses which might otherwise be possible.
Maximum remuneration adjustment as of the 2020 financial year
In future, not only the annual remuneration - comprising fixed salary, variable remuneration
components and pension expenses - but also ancillary benefits will be subject to the cap of the
total remuneration at an aggregate gross amount of €9.5 million (total cap).
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 taking effect because his or her position as a member of the
Executive Board is negatively impacted to a significant degree as a result of the change of control, the
Supervisory Board may decide at its discretion whether to grant a severance payment in the above-
mentioned amount. In the case of a change of control, all current performance periods shall end on the
day on which the contract of service is terminated. The corresponding performance shares will be settled
early.
Change of control adjustments as of the 2020 financial year
The provision for a change of control and a resulting severance payment are cancelled without
substitution.
Term of Executive Board service contracts
For members of the Executive Board, the share purchase agreed upon under the Performance Bonus
Plan and the Performance Share Plan, as well as any share purchase from private funds, must be settled
by a service provider appointed by Deutsche Börse AG and assigned by the beneficiary; the service
provider invests the investment amounts independently, i.e. without any influence from the beneficiary
or the company, on behalf of the beneficiary into Deutsche Börse AG shares. The share purchase takes
place during the first four trading days (consecutive calendar days) in June every year.
of committees. The remuneration for the Chairman of the Supervisory Board amounts to €170,000; the
remuneration for the Deputy Chairman to €105,000. Members of Supervisory Board committees receive
additional fixed annual remuneration of €30,000 for each committee position they hold. The relevant
amount for members of the Audit Committee is €35,000. The remuneration paid to committee chairs is
€40,000, or €60,000 in the case of the Chairman of the Audit Committee. If a Supervisory Board
member belongs to several Supervisory Board committees, only their work on a maximum of two
committees (the two most highly remunerated ones) is remunerated. Supervisory Board members who
only hold office for part of the financial year receive one-twelfth of the fixed annual remuneration and, if
applicable, of the remuneration payable for their membership of committees, for each month or part-
month in which they are members. The remuneration for any financial year is due and payable as a one-
off payment after the General Meeting that accepts the consolidated financial statements for the relevant
financial year or decides on their approval.
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of
€1,000 for each Board or committee meeting that they attend in person, either as a member or as a
guest. Where two or more meetings are held on the same day or on consecutive days, the attendance
fee is only paid once.
The Supervisory Board examines, on a regular basis, whether its members' remuneration is appropriate,
given their tasks and the situation of the company. For this purpose, the Supervisory Board shall conduct
a horizontal market comparison, and may seek the advice of an independent external expert. Depending
upon the result of the comparative analysis and the Supervisory Board's assessment of this result, the
Supervisory Board may, jointly with the Executive Board, submit a proposal to the Annual General
Meeting for adjustments to Supervisory Board remuneration. Irrespective of such a proposal the Annual
General Meeting passes a resolution on the remuneration of Supervisory Board members (including the
underlying remuneration system) every four years at the latest; the relevant resolution may also confirm
the current remuneration.
124
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
<3
second advance payment due on 31 March 2020 and the final disbursement on 31 March 2021.
Based on a pro-rata entitlement of 60 per cent (i.e. three-fifths) for Mr Kengeter's term of office, less
than the first advance payment disbursed on 31 March 2019, the company has recognised a provision
amounting to €11.0 million.
10,014 performance shares were retrospectively granted to Mr Kengeter for the period from 1 April to
31 December 2018, given his entitlement for performance shares without deduction.
The former Chief Executive Officer, Carsten Kengeter, who stepped down with effect from 31 December
2017, participated in the Co-Performance Investment Plan (CPIP) that was resolved by the Supervisory
Board in 2015. In December 2015, during the investment period provided for in the CPIP, he used
private funds to invest €4,500,000 in Deutsche Börse AG shares (investment shares). In return for his
acquisition of the investment shares, Mr Kengeter was granted 68,987 co-performance shares in the
company. The performance period for the co-performance shares commenced on 1 January 2015 and
ended on 31 December 2019. Given that Mr Kengeter only worked for Deutsche Börse AG for three
years of the relevant five-year performance period in accordance with the CPIP, the initial number of co-
performance shares was reduced to 41,392. Co-performance shares are basically subject to the same
financial criteria as for performance shares, which are explained in the section "Principles governing
the PSP and assessing target achievement for performance shares". Thus the performance of the co-
performance shares is measured on the basis of (i) Deutsche Börse AG's net income growth and (ii) the
ratio of the change in TSR for Deutsche Börse shares to that for the companies included in the STOXX®
Europe 600 Financials index. The equivalent of performance shares is due for disbursement in three
stages: Mr Kengeter received the first advance payment of €2.1 million on 31 March 2019, with the
Prior to Mr Kengeter's resignation in 2017, no agreement had been concluded with him for the
implementation of the overall cap of an aggregate gross remuneration of €9.5 million, as outlined in the
"Caps on the total amount of remuneration" section.
The following tables contain the figures for the individual Executive Board remuneration components
mentioned above for financial years 2019 and 2018. The remuneration awarded to each Executive
Board member in accordance with section 4.2.5 (3) of the German Corporate Governance Code is
shown in the “Benefits granted" and "Benefits received" tables. The information disclosed in
accordance with section 314 of the HGB is shown in the "Benefits received" tables.
Retirement benefits
Pensionable
Replacement rate
income
Present value/defined benefit
obligation
Pension expense
2019
€ thous.
as at 31 Dec
2019
%
Amount of Executive Board remuneration
Remuneration of former CEO Carsten Kengeter
With regard to Mr Preuss, the company has decided to waive the post-contractual non-compete clause.
Ancillary benefits: €14,400
The structure of Supervisory Board remuneration, providing for fixed remuneration only, strengthens
the Board's independence and provides for a counterbalance to the structure of Executive Board
remuneration, which is mainly variable and aligned with Deutsche Börse AG's growth strategy.
Supervisory Board remuneration therefore contributes to the implementation of the business strategy,
and thus promotes Deutsche Börse AG's long-term development.
Planned adjustments to Supervisory Board remuneration from the 2020 financial year onwards
The Supervisory Board has carried out a horizontal comparison of the existing components of
Supervisory Board remuneration; this exercise was prepared by the Nomination Committee and
the Supervisory Board was supported in its examination by an independent external expert.
Based on this market comparison, the Supervisory Board and the Executive Board resolved to
propose to the ordinary Annual General Meeting of Deutsche Börse AG on 19 May 2020 that
individual components of Supervisory Board remuneration be adjusted by way of amendments to
the Articles of Association. Based on the proposed adjustments, members of the Supervisory
Board will in future receive fixed annual remuneration of €85,000. The remuneration for the
Chairman of the Supervisory Board is proposed to be raised to €220,000; the remuneration for
the Deputy Chairman to €125,000. The additional remuneration for the Chairman of the Audit
Committee is proposed to be raised to €75,000. The additional remuneration for chairs of the
other committees, as well as for membership in all committees, is set to remain unchanged. The
remaining rules governing remuneration for members of Deutsche Börse AG's Supervisory Board
will also remain unchanged.
123
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
<3
The Supervisory Board believes that the structure of Supervisory Board remuneration, providing
for fixed remuneration only (plus attendance fees) already provides for a sensible counterbalance
to the growth-oriented Executive Board remuneration, and thus contributes to the sustainable
long-term development of Deutsche Börse AG. Fundamentally, remuneration for the Supervisory
Board has been unchanged since 2012. The proposed amendments duly account for the further
increasing importance of the Supervisory Board's supervision and advisory duties, in the context
of rising complexity of Deutsche Börse Group's business activities.
Remuneration report for the Executive Board and the Supervisory Board
Remuneration report for the Executive Board
Loans to Executive Board members
The company did not grant any loans or advances to members of the Executive Board during financial
year 2019, 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 dependants received payments of €9.7 million
in the year under review (2018: €4.4 million). The actuarial present value of the pension obligations as
at the reporting date was €84.8 million (31 December 2018: €67.5 million).
Benefits in connection with the termination of Executive Board appointments
The former Deputy CEO, Mr Preuss, has resigned from his appointment as at 31 October 2018. His
service contract ended on 31 May 2019. For the remaining term of his service contract in 2019
(1 January until 31 May 2019), he received the following remuneration:
■ Fixed remuneration: €333,300
■ Performance bonus: €584,500
■ Performance shares (full year 2019): 6,473
as at 31 Dec as at 31 Dec
2019
(126.7)
643.7
Gregor Pottmeyer
Tranche 2018
17,600
5,602
11,998
Tranche 2019
31 Dec. 2019
shares since
the grant date
grant date
on the
as at
phantom
shares
Number of
phantom
Adjustments of
number of
Number of
phantom
shares
(126.7)
Hauke Stars
Gregor Pottmeyer
Stephan Leithner
Thomas Book
Christoph Böhm
Theodor Weimer
Number of phantom shares
13,353
Further information
14,812
Total 2018 to 2019 tranches
2,414
5,168
Tranche 2019
12,388
Total 2018 to 2019 tranches
5,397
2,743
2,654
Tranche 2018
6,990
2,221
4,769
Tranche 2019
9,532
Total 2018 to 2019 tranches
1,950
991
959
7,582
2,414
5,168
Tranche 2019
Tranche 2018
45,765
28,165
Notes
<3
6,881.9
4,055.8
(1,200.7)
(1,864.4)
Hauke Stars
2,021.8
(1,107.9)
3,742.1
(1,720.3)
Financial statements
Management report | Remuneration report
2,191.4
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
1) Member of the Executive Board until 31 October 2018; expense recognised / carrying amount as at the reporting date relate to the full financial year 2018
2) Member of the Executive Board until 30 June 2018; expense recognised / carrying amount as at the reporting date relate to the full financial year 2018
(14,541.1)
(11,774.1)
11,340.8
Andreas Preuss¹)
(4,461.4)
(3,801.7)
(5,620.9)
(4,789.7)
126
Total
Jeffrey Tessler²)
Gruppe Deutsche Börse | Annual report 2019
2,350.6
118.5
129.5
full year
full year
Total
Amy Yip
61.3
1 Jan 16 May
72.7
107.0
16 May - 31 Dec.
full year
Johannes Witt
Gerd Tausendfreund
172.7
181.0
full year
full year
Jutta Stuhlfauth (Deputy Chairwoman)
68.7
8 May 31 Dec
69.7
2,183.7
8 May 31 Dec
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board
3) Elected to the Supervisory Board on 8 May 2019
134
The long-term variable remuneration components under the remuneration system are share-based. Even
though a cap is provided in relation to the number of shares granted, no dedicated cap is foreseen on
The annual remuneration, comprising fixed and variable remuneration components and pension
benefits, is capped at EUR 9.5 million (total cap) for each member of the Executive Board. Ancillary
benefits are so far not included in this amount. Although these are subject to fluctuation, no extra-
ordinary fluctuations are expected and therefore it is not necessary to include them in the total cap.
However, it is envisaged to include also the ancillary benefits in the calculation of the total cap of
€ 9.5 million in the future when renewing existing service contracts or entering into new service
contracts with Executive Board members.
No. 4.2.3 (2) (sentence 6) GCGC recommends that the amount of management compensation shall be
capped, both as regards variable components and in the aggregate. Deutsche Börse AG deviated and will
deviate from this recommendation.
2. Caps on total amount of remuneration (no. 4.2.3 (2) (sentence 6) GCGC) and disclosure in the
remuneration report (no. 4.2.5 (3) GCGC)
Severance payment caps agreed upon in all current contracts with the members of the Executive Board
complied and will continue to comply with recommendation no. 4.2.3 (4) GCGC. As in the past,
however, the Supervisory Board reserves the right to deviate from no. 4.2.3 (4) GCGC in the future
under certain circumstances. The Supervisory Board is of the opinion that a deviation may become
necessary in extraordinary cases.
1. Agreement of severance payment caps when concluding Executive Board contracts (no. 4.2.3 (4) GCGC)
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the recommend-
ations of the GCGC have been met almost completely and will be met with only few deviations. For
details, please see below:
The following Declaration of Conformity refers to the current version of the German Corporate
Governance Code (GCGC) of 7 February 2017 as published in the Federal Gazette on 24 April 2017.
"Declaration by the Executive Board and the Supervisory Board of Deutsche Börse AG regarding the
German Corporate Governance Code in accordance with section 161 of the German Stock Corporation
Act
On 10 December 2019, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following Declaration of Conformity:
(AktG, German Stock Corporation Act)
Declaration of Compliance pursuant to section 161 of the Aktiengesetz
Deutsche Börse Group assigns great importance to the principles of good corporate governance and
control. In this statement, we report on corporate governance at Deutsche Börse AG in accordance with
section 3.10 of the Deutscher Corporate Governance Kodex (the "Code", German Corporate Governance
Code). Moreover, this statement contains the corporate governance statement pursuant to sections 289f
and 315d of the Handelsgesetzbuch (HGB, German Commercial Code).
Combined corporate governance statement and corporate governance report
Further information
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
133
4) Remuneration including individual attendance fee
2) Left the Supervisory Board on 8 May 2019
71.7
1 Jan 16 May
53.2
53.2
138.0
The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the plenary meeting of the
Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. The Supervisory Board had seven
committees at the beginning of the reporting period. The Chairman Selection Committee was established
for a limited period of time for the purpose of preparing the new election of the Supervisory Board Chair
after the Annual General Meeting 2020. For details on the committees, please refer to the
Supervisory Board committees
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. Unless mandatory statutory provisions
or the Articles of Associations call for a different procedure, the Supervisory Board passes its resolutions
by a simple majority. If a vote is tied, the Chairman has the casting vote. In addition, the Supervisory
Board regularly reviews the structure, size, composition and performance of the work of the Executive
and Supervisory Boards as well as the effectiveness of its own work, and discusses potential areas for
improvement and resolves suitable measures, where necessary.
The Supervisory Board consisted of 16 members, and has parity co-determination, which means it
consists of an equal number of shareholder representatives and employee representatives in line with the
German Mitbestimmungsgesetz (MitbestG, German Co-determination Act). The term of office for
shareholder and employee representatives on the current Supervisory Board ends at the Annual General
Meeting in 2021.
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategically
important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for
the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the
Executive Board, deciding on their total remuneration, examining Deutsche Börse AG's consolidated and
annual financial statements and the combined management report including the combined non-financial
statement. Details of the Supervisory Board's work during the 2019 financial year can be found in the
report of the Supervisory Board.
Deutsche Börse AG's Supervisory Board
More information on the Executive Board, its composition, members' individual appointments and
biographies can be found at ☑www.deutsche-boerse.com/execboard.
Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has
resolved for the Executive Board. Among other things, these list issues that are reserved for the entire
Executive Board, special measures requiring the approval of the Supervisory Board, other procedural
details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these
are convened by the CEO, who coordinates the Executive Board's work. Any Executive Board member
can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board
normally takes decisions on the basis of resolutions passed by a simple majority of the members voting
on them in each case. If a vote is tied, the CEO has the casting vote.
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
138
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the company's business areas assigned
to them in the Executive Board's schedule of responsibilities independently and are personally
responsible for them. In addition to the business areas, the functional areas of responsibility are that of
the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Chief Information Officer/
Chief Operating Officer (CIO/COO). The business areas cover the operating business units, such as the
company's cash market activities, the derivatives business, securities settlement and custody and the
market data business. Details can be found in the ☑“Overview of Deutsche Börse Group -
Organisational structure" section.
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had six members
during the reporting period. The main duties of the Executive Board include defining the Group's
corporate goals and strategic orientation, managing and monitoring the operating units, as well as
establishing and monitoring an efficient risk management system. The Executive Board is responsible for
preparing the consolidated and annual financial statements of Deutsche Börse AG, as well as for
producing financial information during the course of the year. In addition, it must ensure the company's
compliance with legal requirements and official regulations.
Deutsche Börse AG's Executive Board
In addition, the CEO keeps the Chairman of the Supervisory Board continuously informed of the current
developments affecting the company's business, significant transactions, upcoming decisions and the
long-term outlook and discusses these issues with him. The Supervisory Board may also request reports
from the Executive Board at any time, especially on matters and business transactions at Deutsche Börse
AG and subsidiaries that have a significant impact on Deutsche Börse AG's position.
Both boards perform their duties in the interests of the company and with the aim of achieving a
sustainable increase in value. Their actions are based on the principle of responsible corporate
governance. Therefore, Deutsche Börse AG's Executive Board and Supervisory Board work closely
together in a spirit of mutual trust, with the Executive Board providing the Supervisory Board with
comprehensive information on the company's and the Group's position and the course of business in a
regular and timely manner. In addition, the Executive Board regularly informs the Supervisory Board
concerning all issues relating to corporate planning, the risk situation, risk management, compliance and
the company's control systems. The strategic orientation of the company is examined in detail and
agreed upon with the Supervisory Board. Implementation of the relevant measures is discussed at
regular intervals. The Chief Executive Officer reports to the Supervisory Board without undue delay, orally
or in writing, on matters that are of special importance to the company.
Cornelis Johannes Nicolaas Kruijssen
full year
15 Aug 31 Dec
139.0
138.0
31 Dec
28 Aug
full year
45.3
16 May 15 Aug
102.7
156.0
full year 16 May - 31 Dec.
61.3
1 Jan 16 May
Gruppe Deutsche Börse | Annual report 2019
114.7
16 May - 31 Dec
full year
Clara-Christina Streit³)
Charles G. T. Stonehill³)
Erhard Schipporeit
Carsten Schäfer
Florian Rodeit
Joachim Nagel
Monica Mächler
Barbara Lambert
53.2
171.0
139
Executive and Supervisory Boards
Management report | Combined corporate governance statement and corporate governance report
■ Examines the annual financial statements, the consolidated financial statements and the
combined management report (including the combined non-financial statement), discusses the
audit report with the external auditors and prepares the Supervisory Board's resolutions adopting
the annual financial statements and approving the consolidated financial statements, as well as
the resolution on the Executive Board's proposal on the appropriation of the unappropriated
surplus
■ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election
of the external auditors of the annual financial statements, the consolidated financial statements
and the half-yearly financial report (to the extent that the latter is audited or reviewed by external
auditors) and makes corresponding recommendations to the Supervisory Board
■ Deals with the required independence of the external auditor
■ Deals with non-audit services rendered by the external auditor
■ Issues the engagement letter to the external auditor of the annual financial statements and the
consolidated financial statements - including, in particular, the review or audit of half-yearly
financial reports, and determines focal areas of the audit and the audit fee
■ Prepares the Supervisory Board's resolution approving the statement on the German Corporate
Governance Code pursuant to section 161 of the AktG and the corporate governance statement in
accordance with section 289f of the HGB
1) Employee representative
140
Working practices of the Executive Board and the Supervisory Board
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
137
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. This comprises, among
other things, the legal requirements, the recommendations of the German Corporate Governance Code,
international regulations and recommendations and other company-specific policies. The executives
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. Equally, the Group
has an enterprise-wide risk management system that covers and provides mandatory rules for functions,
processes and responsibilities. Details of the internal control system and risk management at Deutsche
Börse Group can be found in the ☑“Internal management” and “Risk report" sections.
Risk and control management policies
Deutsche Börse Group's whistleblowing system gives employees and external service providers an
opportunity to report non-compliant behaviour. The Group has engaged the auditing and consulting
company Deloitte to act as an external ombudsman and receive any such information submitted by
phone or e-mail. Whistleblowers' identities are not revealed to Deutsche Börse Group.
Whistleblowing system
Deutsche Börse Group's pivotal role in the financial sector requires that it handles information
especially sensitive data and facts – responsibly. A number of rules are in force throughout the Group to
ensure that employees comply with this. These cover both legal requirements and special policies
applicable to the relevant industry segments, such as the whistleblowing system and risk and control
management policies.
and
■ Half-yearly financial reports, plus any quarterly financial reports, if applicable
―
■ Deals with accounting issues, including oversight of the accounting and reporting process
■ Deals with issues relating to the adequacy and effectiveness of the company's control systems - in
particular, to risk management, compliance and internal audit
Executive and Supervisory Boards
L
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further information
The chairmen of the individual committees report to the plenary meeting about the subjects addressed
and resolutions passed in the committee meetings. Information on the Supervisory Board's concrete
work and meetings during the reporting period can be found in the ☑report of the Supervisory Board.
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at:
www.deutsche-boerse.com/supervboard.
Supervisory Board committees during 2019: composition and responsibilities
Audit Committee
Members
■ Barbara Lambert
(Chairperson)
■ Nadine Absenger¹)
■Markus Beck¹)
■ Karl-Heinz Flöther
■ Joachim Nagel
■ Jutta Stuhlfauth")
Composition
■ At least four members who are elected by the Supervisory Board
■ Prerequisites for the chair of the committee: the person concerned must be independent, and must
have specialist knowledge and experience of applying accounting principles as well as internal
control and risk management processes (financial expert)
■ Persons who cannot chair the committee: the Chairman of the Supervisory Board; former
members of the company's Executive Board whose appointment ended less than two years ago
Responsibilities
■ Deals with issues relating to the preparation of the annual budget and financial topics, particularly
capital management
■ Audit reports
Sector-specific policies
For further information on sustainability at Deutsche Börse Group, please see ☑the chapter „Combined
non-financial statement” or go to www.deutsche-boerse.com > Sustainability.
Frankfurt Declaration ☑www.deutsche-boerse.com/frankfurt-declaration: the Frankfurt Declaration
demonstrates the signatories' intention to define the framework conditions for sustainable finance and to
put concrete initiatives in place in the Frankfurt financial centre. These are directed towards the
identification of innovative business areas and the responsible handling of risks, among other things.
The potential of sustainable finance infrastructures must therefore be fully encouraged in order to
support positive economic and social development founded on the unconditional protection of the
natural basis of life.
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
135
Deutsche Börse Group's global orientation means that binding policies and standards of conduct must
apply at each of the Group's locations around the world. Specifically, the main objectives of these
principles for collaboration are to ensure responsibility, respect and mutual esteem. The Group also
adheres to these principles when implementing its business model. Communications with clients,
investors, employees and the general public are based on timely information and transparency. In
Conduct policies
Information on corporate governance practices
In accordance with section 4.2.3 (2) (sentence 9) of the Code, early disbursements of multiple-year,
variable remuneration components should not be permitted. While Deutsche Börse AG adheres to this
suggestion in principle, it reserves the right to deviate in extraordinary circumstances, e.g. in the event of
an Executive Board member's inability to work, disease or death. The company also reserves the right to
diverge from this procedure in other extraordinary cases, such as change-of-control events.
In accordance with section 4.1.3 sentence 3 of the Code, employees shall be given the opportunity to
report, in a protected manner, suspected breaches of the law within the company; third parties should
also be given this opportunity. Deutsche Börse AG has implemented a whistleblowing system for its
employees in accordance with the recommendation in section 4.1.3 sentence 3 of the Code. This
whistleblowing system is also open to external service providers. However, Deutsche Börse deviates
otherwise from the suggestion of also giving third parties the opportunity of reporting such suspicions
mainly given the fact that, as far as Deutsche Börse is concerned, other such third parties are regular
market participants who have other options at their disposal for reporting suspicions without being
bound by fiduciary duties under employment law.
"Supervisory Board committees during 2019: composition and responsibilities" tables. Their
individual responsibilities are outlined in the Supervisory Board's bylaws. The committees' rules of
procedure correspond to those for the plenary meeting of the Supervisory Board. Details of the current
duties and members of the individual committees can be found online, at ☑www.deutsche-
boerse.com/supervboard > Committees.
Disclosures on suggestions of the Code
The annual Declaration of Conformity pursuant to section 161 of the AktG, as well as the Declarations of
Conformity for the past five years, are available on our website ☑www.deutsche-boerse.com/declcompliance.
No. 5.3.3 GCGC recommends that the Supervisory Board forms a Nomination Committee composed
exclusively of shareholder representatives. In accordance with Section 4 b of the German Stock
Exchange Act the Nomination Committee also assists the Supervisory Board of Deutsche Börse AG in
selecting candidates for the Executive Board. As in particular this task shall not exclusively be performed
by the shareholder representatives on the Supervisory Board the Nomination Committee also includes
employee representatives. However, it will be ensured that the nominees proposed to the Annual General
Meeting for the election as members of the Supervisory Board are determined solely by the shareholder
representatives on the Committee."
3. Composition of the Nomination Committee (no. 5.3.3 GCGC)
No. 4.2.5 (3) (subitem 1) GCGC recommends, inter alia, presenting the maximum achievable
remuneration for variable remuneration components in the remuneration report. As there will be no
dedicated cap in relation to the share-based variable remuneration components, the maximum
achievable remuneration cannot be presented as recommended in no. 4.2.5 (3) (subitem 1) GCGC.
the maximum achievable bonus amount as there is no cap on share price performance. Extraordinary
developments are however sufficiently reflected in the total cap.
Further information
Notes
Financial statements
addition to focusing on generating profits, Deutsche Börse Group's business is managed sustainably in
accordance with recognised standards of social responsibility.
Code of business conduct for employees
Acting responsibly means having values that are shared by all employees throughout the Group. In
2017, Deutsche Börse AG's Executive Board adopted an extended code of business conduct. This
document, which is applicable throughout the Group, defines the foundations of key ethical and legal
standards, including - but not limited to - the following topics:
Confidentiality and the handling of sensitive information
International Labour Organization ☑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 employers to promote the joint development of policies
and programmes. Deutsche Börse Group has signed up to the ILO's labour standards and hence has
agreed to abide by them.
Diversity Charter www.diversity-charter.com: as a signatory to the Diversity Charter, the company has
committed to acknowledging, 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.
www.unglobalcompact.org: this voluntary business initiative
established by the United Nations aims to achieve a more sustainable and more equitable global
economy. At the heart of the compact are ten principles covering the areas of human rights,
labour, environment protection and anti-corruption. Deutsche Börse Group has submitted annual
communications on progress (COPs) on its implementation of the UN Global Compact since 2009.
United Nations Global Compact
Further information
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
136
L
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards of
the different countries in which it operates. A key way in which the Group underscores the values it
considers important is by joining initiatives and organisations that advocate generally accepted ethical
standards. Relevant memberships are as follows:
Deutsche Börse Group not only requires its management and staff to adhere to high standards – it
demands the same from its suppliers and service providers. The code of conduct for suppliers and
service providers requires them to respect human rights and employee rights and comply with minimum
standards. Implementing a resolution of the Executive Board, the code of conduct for suppliers was
amended in 2016 to include the requirements set out in the UK Modern Slavery Act, applicable to all
corporations conducting business in the United Kingdom. Most suppliers have signed up to these
conditions; all other key suppliers have made voluntary commitments, which correspond to, or in fact,
exceed Deutsche Börse Group's standards. Service providers and suppliers must sign this code or enter
into an equivalent voluntary commitment before they can do business with Deutsche Börse Group. The
code of conduct for suppliers is reviewed regularly in the light of current developments and amended if
necessary. It is available on Deutsche Börse Group's website www.deutsche-boerse.com >
Sustainability > Set an example > Procurement management.
Code of conduct for suppliers and service providers
The code of business conduct applies to members of the Executive Board, all other executives and all
employees of Deutsche Börse Group. In addition to specifying concrete rules, the code of business
conduct provides general guidance as to how employees can contribute to implementing the defined
values in their everyday working life. The goal of the code of business conduct is to provide guidance on
working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve
ethical and legal challenges. All newly hired employees receive the code of business conduct as part
of their employment contract documentation. The code of business conduct is an integral part of the
relationship between employer and employees at Deutsche Börse Group. Breaches may lead to
disciplinary action. The document is available on ☑www.deutsche-boerse.com > Sustainability > Set
an example > Employees > Guiding principles.
Equal opportunities and protection against undesirable behaviour
■ Environmental awareness
■ Whistleblowers
■ Risk management
■Combat of bribery and corruption
"
■ Personal account dealing, as well as the prevention of insider dealing and market manipulation
Company resources and assets
■ Conflicts of interest
Values
Deutsche Börse AG also largely complies with the suggestions of the Code and deviates only regarding
the following aspects:
- 297.3
297.3
2018
€ thous.
€ thous.
€ thous.
€ thous.
2019
€ thous.
2018
2019
2018
€ thous.
€ thous.
2019
€ thous.
720.0
360.0
720.0
720.0
650.0
Ancillary benefits¹)
19.3
5.7
34.5
29.2
Total
Fixed remuneration
2018
2019
Total 5)
Number of phantom shares
(no-par value share)³)
16,402.3
19,542.2
2,710.6
2,483.6
3,022.8
2,778.9
1,597.7
2,842.3
(section 314 of the HGB)
Total remuneration
- 269.6 - 2,248.5 - 2,046.7
- 274.4
An important fundamental principle of the German Stock Corporation Act is the dual board system -
which assigns separate, independent responsibilities to the Executive Board and the Supervisory Board.
These responsibilities and their implementation at Deutsche Börse AG are set out in detail in the
following paragraphs.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Benefits received (part 2)
<3
Stephan Leithner
Gregor Pottmeyer
(CFO)
Hauke Stars
(Director of Labour
Relations)
739.3
5,168
365.7
749.2
Share component
performance bonus
(50%, 3-year holding
period)
771.5
476.0
732.2
856.8
643.4
759.5
5,179.7
4,804.6
4,804.6
Total
2,282.3
1,317.7
2,218.9
2,462.8
1,966.9
2,193.9 15,528.8 13,394.0
Pension expense
406.1
295.2
- 300.1
Performance shares (5-
year term)
5,179.7
759.5
643.4
30.1
680.1
650.0
24.9
674.9
4,960.0
3,675.0
209.4
5,169.4
109.8
3,784.8
One-year variable
remuneration
Cash component of
performance bonus.
(50%)
771.5
476.0
732.2
856.8
643.4
759.5
5,179.7
4,804.6
Multi-year variable
remuneration
771.5
476.0
732.2
856.8
754.5
- 295.2
2,876
5,752
139.0
15 Aug - 31 Dec
full year
89.7
143.7
16 May - 31 Dec
full year
45.7
1 Jan - 16 May
86.8
1 Jan 15 Aug
53.2
84.2
146.0
146.0
full year
full year
168.3
62.3
full year
1 Jan - 8 May
55.8
147.0
15 Aug 31 Dec
1 Jan 15 Aug
full year
28 Aug 31 Dec
Less pension expense
300.1
274.4
269.6
2,248.5
2,046.7
Total remuneration
(German Corporate
Governance Code)²)
2,688.4
1,612.9
2,516.2
2,762.9
2,241.3
2,463.5 17,777.3 15,440.7
Plus performance shares
560.0
280.0
560.0
560.0
516.7
516.7
4,013.4
3,008.3
Less variable share
component
118.5
5,168
43.7
1 Jan - 8 May
full year
- 406.1
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
132
No agreements for advisory and agency services had been entered into in the reporting period with
members of the Supervisory Board, or with companies that employ members of the Supervisory Board of
Deutsche Börse AG or in which Supervisory Board members hold an interest.
Remuneration paid to members of the Supervisory Board for advisory and agency services
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of
€1 thousand for each Board or committee meeting that they attend in person, either as a member or
as a guest. Where two or more meetings are held on the same day or on consecutive days, the
attendance fee is only paid once.
The members of the Supervisory Board receive fixed annual remuneration of €70,000. The
remuneration for the Chairman of the Supervisory Board amounts to €170,000; the remuneration for
the Deputy Chairman to €105,000. Members of Supervisory Board committees receive additional fixed
annual remuneration of €30,000 for each committee position they hold. The relevant amount for
members of the Audit Committee is €35 thousand. The remuneration paid to committee chairs is €40
thousand, or €60 thousand in the case of the Chairman of the Audit Committee. If a Supervisory Board
member belongs to several Supervisory Board committees, only their work on a maximum of two
committees (the two most highly remunerated ones) is remunerated. Supervisory Board members who
only hold office for part of the financial year receive one-twelfth of the fixed annual remuneration and, if
applicable, of the remuneration payable for their membership of committees, for each month or part-
month in which they are members.
<3
Remuneration report for the Supervisory Board
Further information
Notes
Financial statements
Financial statements
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
131
5) Prior-year figures were adjusted due to Messrs Andreas Preuss and Jeffrey Tessler leaving the company; thus, they do not match the figures published in the
previous year
4) Until 30 June 2018, Thomas Book was remunerated by Eurex Frankfurt AG. Since 1 July 2018, Deutsche Börse AG pays out the total amount of Mr Book's
remuneration. Thus, Deutsche Börse AG contributes €178,100 to retirement provisions for Thomas Book
3) The number of prospective performance shares for the performance period determined at the 2019 grant date is calculated by dividing the target amount by the
average share price (XetraⓇ closing price) for Deutsche Börse shares in December 2018 (€108.36)
2) The total remuneration (excluding ancillary benefits) is capped at €9.5 million
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements, travel
arrangements, and expenses for tax and legal advice
30,901
37,040
5,307
4,769
Management report | Remuneration report
Notes
Further information
Supervisory Board remuneration¹)
95.0
114.0
full year 16 May - 31 Dec
260.0
257.0
full year
full year
Achim Karle
Susann Just-Marx
Martin Jetter
Craig Heimark
Hans-Peter Gabe
Marion Fornoff
Karl-Heinz Flöther
Richard Berliand²)
Markus Beck
Ann-Kristin Achleitner²)
Nadine Absenger
Joachim Faber (Chairman)
€ thous.
20184)
20194)
€ thous.
<3
2018
2019
full year
Management report | Remuneration report
4
L
compliance
and
Accounting,
finance, audit
markets
the capital
management
exchanges and
Clearing,
Information
Risk
technology and
security,
digitalisation
Business
models of
Further information
Notes
Management report | Combined corporate governance statement and corporate governance report
Financial statements
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
143
The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its
members.
Regulatory requirements
■
Supervisory Board members' general qualification requirements
settlement and
custody
business
Regulatory
requirements
+
Charles Stonehill
+
+
+
+
Joachim Nagel
+
+
+
Barbara Lambert
+
+
+
Martin Jetter
+
+
Karl-Heinz Flöther
+
+
+
+
Joachim Faber (Chairman)
Clearing, settlement and custody business
"
■Information technology and security, digitalisation
▪ Risk management and compliance
■ Jutta Stuhlfauth")
Responsibilities
■ As determined by the Supervisory Board
Composition
■ Joachim Faber
■Markus Beck¹)
■Barbara Lambert (Chairperson)
Members
Chairman Selection Committee (temporary committee since 19 September 2019)
1) Employee representative
■ Tasks and duties pursuant to section 27 (3) of the MitbestG
Responsibilities
■ Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one
employee representative each
■Chaired by the Chairman of the Supervisory Board
Composition
■ Jutta Stuhlfauth¹)
■Susann Just-Marx¹
■ Martin Jetter (until 8 May 2019)
■ Karl-Heinz Flöther (since 8 May 2019)
■ Joachim Faber (Chairman)
Members
Mediation Committee
1) Employee representative
■Gerd Tausendfreund¹)
+
■ Amy Yip
1) Employee representative
Accounting, finance, audit
■ Business models of exchanges and the capital markets
The general qualifications refer to the Supervisory Board in its entirety. At least two of its members
should have profound knowledge, especially concerning the following topics:
General qualification requirements
■ Understanding of the member's own position and responsibilities
■ Understanding of Deutsche Börse Group's structure
■ Understanding of Deutsche Börse AG's activities
■ Knowledge of the financial services sector
■ Understanding of the corporate governance system
Analytical and strategic skills
■ Understanding of commercial issues
Ideally, each Supervisory Board member holds the following basic qualifications:
Individual (basic) qualification requirements
Given their knowledge, skills and professional experience, members of the Supervisory Board shall
have the ability to perform the duties of a supervisory board member in a company with international
business activities. The Supervisory Board has determined individual (basic) as well as general
qualification requirements. Basic requirements are derived from the business model, the concrete
targets, as well as from specific regulations applicable to Deutsche Börse Group.
Qualification requirements
In accordance with section 5.4.1 of the Code, the Supervisory Board has adopted a catalogue of specific
targets concerning its composition that, above all, should serve as a basis for the future nomination of its
members. This catalogue comprises qualification requirements as well as diversity targets. Furthermore,
members shall have sufficient time, as well as the personal integrity and suitability of character, to
exercise their office. In addition, half of the shareholder representatives on the Supervisory Board shall
be independent.
Targets for composition and qualification requirements of the Supervisory Board
Further information
Notes
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
142
■ Prepares the new election of the Supervisory Board Chair -, in particular, recommends candidates
to be elected by the Supervisory Board
■ Time-sensitive affairs
+
+
To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders'
associations, the media and interested members of the public of key events such as the date of the
AGM, or publication dates for financial performance indicators.
-
-
Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate
governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their
shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet
and can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise
voting rights solely in accordance with shareholders' instructions. Additionally, shareholders may exercise
their voting rights by post or online. Among other things, the AGM elects the shareholder representatives
to the Supervisory Board and resolves on the formal approval of the actions of the Executive Board and
the Supervisory Board. It also passes resolutions on the appropriation of the unappropriated surplus,
resolves on capitalisation measures and approves intercompany agreements and amendments to
Deutsche Börse AG's Articles of Association. Ordinary AGMs at which the Executive Board and the
Supervisory Board give an account for the past financial year take place once a year.
Shareholder representation, transparent reporting and communication
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020 and of
women holding lower management positions to 30 per cent during the same period. The Group
maintains this ambition, and has extended the scope of its voluntary commitment, over and above legal
requirements. Firstly, the target figures determined in this context relate to Deutsche Börse Group
(including subsidiaries) worldwide. Secondly, the definition of management levels/positions was
extended to also include heads of teams, for example. On a global level, as at 31 December 2019, these
quotas stood at 15 per cent for upper and middle management levels and 27 per cent for lower
management positions. For Germany, the quotas were 16 per cent and 22 per cent, respectively.
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Ad hoc disclosures, information on directors' dealings and voting rights notifications, corporate reports
and interim reports, and company news can all be found on Deutsche Börse's website: www.deutsche-
boerse.com. Deutsche Börse AG provides information about its consolidated and annual financial
statements at an annual press briefing. It also offers conference calls for analysts and investors following
the publication of the interim reports. Furthermore, when outlining its strategy and providing information
to everyone who is interested, it abides by the principle that all target groups worldwide must be
informed at the same time.
L
Gruppe Deutsche Börse | Annual report 2019
147
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) of the AktG, in each case referring
to Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first
and second management levels beneath the Executive Board is planned to amount to 15 per cent and
20 per cent, respectively. As per 31 December 2019, the share of women holding positions on the first
and second management levels beneath the Executive Board at Deutsche Börse AG in Germany was
15 per cent and 18 per cent, respectively.
Target figures for the proportion of female executives beneath the Executive Board
Together with the Executive Board, the Supervisory Board ensures that there is long-term succession
planning. Therefore, the Supervisory Board, or its Nomination Committee, regularly - at least once a
year - concerns itself with potential Executive Board member candidates. The Chairman of the Executive
Board is involved in these considerations, provided that the discussed subject matters do not refer to the
succession of his own position. The Supervisory Board prepares an applicant profile for vacant Executive
Board positions. The Supervisory Board pays attention to ensure that the knowledge, expertise and
experience of all Executive Board members be diverse and well balanced, and adheres to the adopted
diversity concept. Moreover, the Supervisory Board ensures it is informed regularly about the succession
planning at the first level beneath the Executive Board, and provides advice to the Executive Board in
this regard.
Long-term succession planning for the Executive Board
Deutsche Börse AG regards regular reviews of the effectiveness of Supervisory Board work - in
accordance with section 5.6 of the Code - as a key component of good corporate governance. The 2019
effectiveness examination was supported by an external service provider, and dedicated to the following
areas: tasks and composition of the Supervisory Board, co-operation between Supervisory Board
members and between the Executive Board and the Supervisory Board, Supervisory Board meetings and
Supervisory Board committees. The review yielded positive results, both in terms of overall effectiveness
as well as regarding the audited subject areas. Where it identified room for improvement, optimising
proposals were discussed by the Supervisory Board and measures for their execution implemented.
Examination of the effectiveness of Supervisory Board work
As a matter of principle, Supervisory Board members are responsible for their continuing professional
development. Deutsche Börse AG complies with the recommendation of section 5.4.5 (2) of the Code as
well as the guidelines of the European Securities and Markets Authority (ESMA) on management bodies
of market operators and data reporting services providers, and supports Supervisory Board members in
this endeavour - for example, by organising targeted introductory events for new Supervisory Board
members, or workshops on selected strategy issues as well as on professional topics (if required). Thus,
in addition to one strategy and two technology workshops, the Supervisory Board held workshops on
sustainable finance as well as legal and compliance matters. In individual cases, Deutsche Börse AG
assumes the costs incurred for third-party training, which are then covered by the qualification
programme for Supervisory Board members.
Training and professional development measures for members of the Supervisory Board
Executive and Supervisory Boards
Additionally, Deutsche Börse AG submitted a COP for 2019 to the UN Global Compact. Good corporate
governance is one of Deutsche Börse Group's core concerns, is why it has complied with the Global
Compact's principles for many years. Public records of this have been available since the company
officially joined the initiative in 2009: ☑www.deutsche-boerse.com > Sustainability > Our
responsibility > UN Global Compact.
148
Gruppe Deutsche Börse | Annual report 2019
261 Independent Auditor's Report
260 Responsibility statement by the Executive
Board
230 Other disclosures
185 Consolidated Balance sheet disclosures
169 Consolidated income statement disclosures
159 Basis of preparation
159 Notes to the consolidated financial statements
157 Consolidated statement of changes in equity
155 Consolidated cash low statement
153 Consolidated balance sheet
152 Consolidated statement of comprehensive income
151 Consolidated income statement
151 Consolidated inancial statements
Consolidated financial
statements/notes
149
Deutsche Börse AG's annual report provides shareholders and interested members of the public with
detailed information on Deutsche Börse Group's business performance during the reporting period.
Additional information is published in its half-yearly financial report and two quarterly statements. The
annual financial statement documents and the annual report are published within 90 days of the end of
the financial year (31 December); intra-year financial information (half-yearly financial report and
quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the consolidated and annual financial statements
are discussed by the entire Supervisory Board and with the external auditors, examined, and then
approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first
and third quarters with the Supervisory Board's Audit Committee prior to their publication. The half-
yearly financial report is reviewed by the external auditors. In line with the proposal by the Supervisory
Board, the 2019 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (KPMG) to audit its
2019 annual and consolidated financial statements and to review its half-yearly financial report in the
year under review. KPMG was also instructed to perform a review of the contents of the combined non-
financial statement during the 2019 financial year. The lead auditor, Sven-Olaf Leitz, and the deputy
lead auditor, Klaus-Ulrich Pfeiffer, have been responsible for the audit since 2018. The Supervisory
Board's proposal was based on the recommendation by the Audit Committee. The Audit Committee
obtained the necessary statement of independence from KPMG before the election. This states that there
are no personal, business, financial or other relationships between the auditor, 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 auditor's independence. The Audit Committee
checked that this continued to be the case during the reporting period. It also oversaw the financial
reporting process in 2019. The Supervisory Board was informed in a timely manner of the Committee's
work and the insights gained; there were no material findings. Information on audit services and fees is
provided in ☑note 6 to the consolidated financial statements.
Accounting and auditing
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
L
Executive and Supervisory Boards
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
At present, no Executive Board member has passed the age limit of 65 years. However, the Supervisory
Board agreed to prolong Theodor Weimer's term of office as Chairman of Deutsche Börse AG's Executive
Board in the long term, until 31 December 2024. Theodor Weimer will reach the age of 65 in 2024.
The main reason for prolonging his term of office is his comprehensive expertise in the financial sector,
the professional and personal qualifications he has proven to possess since the beginning of his term of
office in 2018, and the special role of the Chairman of the Executive Board. Against this background,
the Supervisory Board resolved to extent Mr Weimer's term of office for a period of more than one year,
although he has already reached the age of 60.
are up to date. The flexible age limit has been deliberately worded to preserve the Supervisory Board's
flexibility in taking decisions on appointments.
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
144
The flexible age limit for members of the Executive Board provides for the term of office to expire at the
end of the month during which a member reaches the age of 60 years. From the month during which an
Executive Board member has reached the age of 60, re-appointment is permitted for a period of one year
in each case, provided that the last term of office shall expire at the end of the month during which the
Executive Board member reaches the age of 65. When appointing members of the Executive Board,
the Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board
from the company's perspective. In this context, experience and industry knowledge, as well as
professional and personal qualifications, play a major role. Depending on the Executive Board position to
be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills
The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when
nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board's
bylaws provide for a general limitation to members' maximum term of office to twelve years, which
the Supervisory Board shall also consider in its nominations of candidates to the Annual General
Meeting.
Flexible age limit and term of office
The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory
Board in accordance with section 289f (2) no. 6 of the HGB, has the objective of ensuring a wide range
of perspectives and experience through the composition of both bodies. The concept is implemented
within the scope of appointing new Executive Board members or regarding nominations for election of
new Supervisory Board members.
Diversity concept for the Executive Board and the Supervisory Board
In accordance with section 5.4.2 of the Code, the Supervisory Board shall be comprised of what it
considers to be an appropriate number of independent members. Supervisory Board members are no
longer to be considered independent in the meaning of section 5.4.2 of the Code, particularly if they
have a personal or business relationship with the company, its governing bodies, a controlling
shareholder or an entity affiliated with the controlling shareholder that may cause a substantial (and not
merely temporary) conflict of interest. The Supervisory Board has resolved that at least half of its
members who are shareholder representatives are to be independent in this sense. The Supervisory
Board regards all of its shareholder representatives as being independent.
Independence
+
+
+
Amy Yip
+
+
+
Share of women holding management positions
Clara-Christina Streit
With regard to the Supervisory Board, the legally prescribed gender quota of 30 per cent in accordance
with section 96 (2) of the AktG applies. In order to prevent the possible discrimination of either
shareholder representatives or employee representatives, and in order to increase the planning security
in the relevant election procedures, the shareholder representatives on the Supervisory Board have
opposed the overall compliance of the quota in accordance with section 96 (2) (sentence 2) of the AktG.
Thus, the minimum proportion of 30 per cent is to be complied with for each gender with regard to the
shareholder representatives and the employee representatives. This means that at least two women and
two men from each the shareholder representatives and from the employee representatives must be on
the Supervisory Board. Currently, there are three women each from the shareholder representatives and
from the employee representatives. The legally prescribed gender quota is thus complied with.
The Supervisory Board intends to comply with the 20 per cent target quota for women on the Executive
Board and also intends to further increase the quota for women on the Supervisory Board. This will be
taken into account in future personnel decisions.
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
146
Mr Rüdiger has many years of experience in the financial services industry, on both an national and
international level. He acquired his comprehensive expertise regarding capital market topics - among
others - in executive positions at Schweizerische Kreditanstalt, UBS (formerly named Schweizerische
Bankgesellschaft), Allianz Asset Management and Credit Suisse, where he headed the Central Europe
business. Most recently, from 2012 to 2019, Mr Rüdiger served as Chairman of the Board of
Management of Deka Bank Deutsche Girozentrale. He is a Supervisory Board member of Evonik
Industries AG and was a Exchange Council member at both Frankfurter Wertpapierbörse (FWB, the
Frankfurt Stock Exchange) and Eurex Deutschland from 2017 to 2020, chairing FWB's Exchange
Council since mid-2017.
The Supervisory Board's Nomination Committee – whose task it is to propose suitable candidates to the
Supervisory Board for recommendation to the Annual General Meeting – has concerned itself with
Mr Faber's successor as member of the Supervisory Board. After a careful pre-selection process and
several personal candidate interviews, the Nomination Committee resolved in December 2019 to
propose to the Supervisory Board that Michael Rüdiger be nominated as candidate to be elected by the
Annual General Meeting 2020. When selecting an appropriate candidate, the committee has taken into
account the above criteria.
-
In September 2019, the Supervisory Board established the Chairman Selection Committee for the
purpose of preparing the projected election of the Supervisory Board chair. The committee is chaired by
Barbara Lambert. After an extensive review of all potential internal and external candidates, the
Chairman Selection Committee proposed to the Supervisory Board that Martin Jetter be elected as the
new Supervisory Board Chairman. In December 2019, the Supervisory Board acknowledged the
proposal of the Chairman Selection Committee, and nominated Martin Jetter as candidate to succeed
Mr Faber as chair of the Supervisory Board.
Joachim Faber, the long-standing Chairman of the Supervisory Board, will depart from the Supervisory
Board after the Annual General Meeting on 19 May 2020. The Supervisory Board embarked with the
process of finding a suitable successor for Mr Faber as chair of the Supervisory Board - and the
necessary election of a new member of the Supervisory Board - at an early stage.
Preparations for the election of a chairperson as well as shareholder representatives to the
Supervisory Board
The composition of both Deutsche Börse AG's Supervisory Board and Executive Board is in line with the
objectives stated above. Please refer to ☑www.deutsche-boerse.com/supervboard for further information
concerning the members of the Supervisory Board and its committees. For further information
concerning the members of the Executive Board, please see ☑www.deutsche-boerse.com/execboard.
The Supervisory Board has set itself the objective of considering an appropriate range of educational
and professional backgrounds regarding its own composition, as well as regarding the composition of the
Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these
objectives. In addition to possessing professional experience in the financial services industry, members
of the Executive Board and the Supervisory Board also have a professional background in consultancy,
the IT sector, administration and regulation as well as auditing. In terms of academic education,
economic and legal degrees prevail, in addition to backgrounds, inter alia, in IT and engineering.
Education and professional experience thus also contribute to fulfilling the previously mentioned
qualification requirements for Supervisory Board members.
Educational and professional background
Further information
Notes
Financial statements
Management report | Combined corporate governance statement and corporate governance report
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
145
The composition of the Executive Board and the Supervisory Board shall reflect the company's
international activities. With Barbara Lambert, Charles Stonehill, Clara-Christina Streit and Amy Yip,
there are four shareholder representatives on the Supervisory Board holding non- (or non-exclusive)
German citizenship. Cornelis Kruijssen, employee representative on the Supervisory Board, has the
Dutch nationality. In addition, many of the members of the Supervisory Board have long-term
professional experience in the international field or are working abroad on a permanent basis. The
Supervisory Board will therefore continue to meet the objectives concerning its international
composition. The same applies to the Executive Board, where Stephan Leithner holds non-German
citizenship, and whose members have gained long-standing international working experience as well.
International profile
Deutsche Börse AG's Supervisory Board has defined a target quota for women on the Executive Board in
accordance with section 111 (5) of the AktG. The first minimum target - 20 per cent of the Executive
Board members were to be women – was complied with by the end of the implementation period on
30 June 2017. The quota of women on the Executive Board was 20 per cent at such point in time.
Effective 1 July 2017, the Supervisory Board decided to extend the 20 per cent target quota of women
on the Executive Board until 31 December 2021. This quota, however, declined due to the increase of
the Executive Board to six members as of 1 July 2018, despite the fact that the actual number of
women on the Executive Board did not change. The quota of women on the Executive Board is currently
16.7 per cent.
Responsibilities
Management report | Combined corporate governance statement and corporate governance report
Financial statements
■ Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one
■ Approves cases in which the Executive Board grants employees retirement pensions or other
individually negotiated retirement benefits, or proposes to enter into employer/works council
agreements establishing pension plans
1) Employee representative
Risk Committee
Members
■ Joachim Nagel (Chairman)
■Susann Just-Marx¹)
■ Cornelis Kruijssen¹
■ Barbara Lambert
Composition
■ Approves the grant or revocation of general powers of attorney
■ At least four members who are elected by the Supervisory Board
Reviews the risk management framework, including the overall risk strategy, risk appetite and the
risk roadmap
■ Takes note of and reviews the periodic risk management and compliance reports
■ Oversees monitoring of the Group's operational, financial and business risks
■ Discusses the annual reports on significant risks and the risk management systems at regulated
Group entities, to the extent legally permissible
1) Employee representative
Strategy Committee
Members
■ Joachim Faber (Chairman)
■ Ann-Kristin Achleitner (until 8 May
Responsibilities
2019)
■ Approves appointments of members of Deutsche Börse AG's Executive Board to other executive
boards, supervisory boards, advisory boards and similar boards, as well as honorary appointments
and sideline activities, including any exemptions from the approval requirement
■ Deals with issues relating to the contracts of service for Executive Board members and, in
particular, to the structure and amount of their remuneration
employee representative each who are elected by the Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
L
Management report | Combined corporate governance statement and corporate governance report
Financial statements
Notes
Further information
Nomination Committee
Members
■ Joachim Faber (Chairman)
■ Addresses succession planning for the Executive Board
■Markus Beck¹)
■Martin Jetter
■ Jutta Stuhlfauth")
■Gerd Tausendfreund¹)
■Amy Yip (since 8 May 2019)
Composition
■Chaired by the Chairman of the Supervisory Board
■ At least five other members who are elected by the Supervisory Board
Responsibilities
■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's
election proposal to the Annual General Meeting (the proposal is being submitted by shareholder
representatives)
■ Other tasks and duties set forth in section 4b (5) of the BörsG
■Richard Berliand (until 8 May 2019)
■Susann Just-Marx¹)
Executive and Supervisory Boards
■ Carsten Schäfer¹)
■ Karl-Heinz Flöther
■ Achim Karle"
■ Cornelis Kruijssen¹)
■ Carsten Schäfer¹)
■ Amy Yip (since 8 May 2019)
1) Employee representative
■ Achim Karle¹)
■ At least four members who are elected by the Supervisory Board
Responsibilities
8 May 2019)
■ Supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group's business strategy and with respect to information security
■ Advises on IT strategy and architecture
Chairman's Committee
Members
■ Joachim Faber (Chairman)
■ Nadine Absenger"
■Richard Berliand (until 8 May 2019)
■ Martin Jetter (since 8 May 2019)
■ Jutta Stuhlfauth")
■Chaired by the Chairman of the Supervisory Board
Composition
■ Oversees monitoring of technological innovations, the provision of IT services, the technical
performance and stability of IT systems, operational IT risks, and information security services and
-risks
■Richard Berliand (Chairman until
Composition
Members
■Charles Stonehill (since 8 May 2019)
■ Martin Jetter (Chairman since
8 May 2019)
2019)
Amy Yip (until 8 May 2019)
1) Employee representative
Composition
■Chaired by the Chairman of the Supervisory Board
■ At least five other members who are elected by the Supervisory Board
Responsibilities
■ Advises the Executive Board on matters of strategic importance to the company and its affiliates
■Clara-Christina Streit (since 8 May
141
■ Addresses fundamental strategic and business issues, as well as projects important to Deutsche
Börse Group
4
Further information
Notes
Technology Committee
L
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Management report | Combined corporate governance statement and corporate governance report
Financial statements
-0.4
10
Deferred taxes
0
0.2
0.4
Remeasurement of cash flow hedges
-0.4
Other comprehensive income from investments using the equity method
-24.6
-1.8
15
Items that may be reclassified subsequently to profit or loss:
Exchange rate differences
-42.1
11.3
10
-0.3
-0.9
12.8
Other financial assets at FVPL
CURRENT ASSETS
4.7
42.5
4.1
104.3
15,642.0
Debt Financial assets measured at amortised cost
13
Trade Receivables
Other financial assets at amortised cost
Restricted bank balances
447.3
15,381.6
29,988.7
Other cash and bank balances
888.1
4.7
397.5
19,722.6
29,833.6
1,322.3
29,833.6
1,322.3
Financial assets at FVPL
13
Financial instruments held by central counterparties
78,301.5
94,280.3
94,280.3
Derivatives
1.4
397.5
19,722.6
-7.2
151
-23.9
4.46
5.47
21
Earnings per share (diluted) (€)
Earnings per share (basic) (€)
28.2
31.5
824.3
1,003.9
21
852.5
-0.6
-303.7
-362.6
10
-0.4
1,156.8
1,398.4
-83.8
15,907.6
-64.4
1,035.4
-10.4
5.47
1) In context of the harmonization of the presentation of connection and maintenance fees, €5.3 million were reclassified from other operating income to sales
revenue.
-42.1
852.5
1,035.4
€m
2018
2019
€m
Note
Deferred taxes
Other
4.46
Equity investments measured at fair value through OCI
Items that will not be reclassified to profit or loss:
Net profit for the period reported in consolidated income statement
for the period 1 January to 31 December 2019
Consolidated statement of comprehensive income
Further information
Financial statements | Consolidated statement of comprehensive income
Notes
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Changes from defined benefit obligations
11,706.9
€m
124.4
Assets
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Payments on account and software in development
Other intangible assets
Property, plant and equipment
Land and buildings
Fixtures and fittings
0
Computer hardware, operating and office equipment as well as
car pool
Payments on account and construction in progress
Financial assets
Equity investments measured at FVOCI
Debt financial assets measured at amortised cost
Financial assets at FVPL
Financial instruments held by central counterparties
<3
as at 31 December 2019
Consolidated balance sheet
Further information
Financial statements | Consolidated balance sheet
Notes
9
-3.9
-2.0
8.5
Other comprehensive income after tax
-44.1
- 16.1
Total comprehensive income
thereof Deutsche Börse AG shareholders
Note
thereof non-controlling interests
836.4
960.6
806.4
30.7
30.0
152
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
991.3
31 Dec 2019
€m
1 Jan 2019"
€m
31 Dec 2018
393.7
130.9
13
66.3
698.7
108.8
108.8
1,057.1
1,057.1
Other financial debt assets at FVPL
498.0
Investment in associates and joint ventures
Deferred tax assets
Total non-current assets
5,234.2
28.4
6,027.6
44.5
4.0
9,985.4
17.3
9,985.4
17.3
11,168.6
11,168.6
42.5
4.1
10
Other non-current assets
107.1
14.8
15.8
11
404.5
3,470.5
92.5
321.0
2,865.6
321.0
2,865.6
52.3
1,040.9
952.7
5,008.4
4,191.6
14.8
52.3
952.7
4,191.6
346.5
258.3
0
39.8
31.3
31.3
95.9
89.3
84.8
12
7.4
1,895.7
9
236.4
424.1
424.1
0
-24.5
-24.5
0
0
0
5.9
0
5.9
0
0
4.3
0
4.3
0
12.7
660.5
0
-495.0
-495.0
1. General principles
Notes to the consolidated financial statements
Basis of preparation
<3
Further information
Notes | Basis of preparation
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
158
-0.8
-379.4
375.3
163.9
211.1
-47.2
5,735.3
-57.4
4,724.5
-52.1
0
-495.0
0
6,110.6
Company information
13.5
0
4
2,899.2
€m
€m
3,054.2
4
2018¹)
2019
<3
Total revenue
Other operating income
Net interest income from banking business
Sales revenue
for the period 1 January to 31 December 2019
Consolidated income statement
Further information
Financial statements | Consolidated income statement
Notes
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
246.1
204.5
4
15.1
991.3
30.7
960.6
1,002.5
-44.1
-0.8
-43.3
-1.4
-41.9
-41.9
13.5
1,035.4
4,955.4
133.5
4,821.9
1,003.9
3,779.4
1,003.9
4
Volume-related costs
3,132.4
3,315.4
28.7
31.5
Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG (the
"company") has its registered office in Frankfurt/Main, and is registered in the commercial register B of
the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under HRB 32232. Deutsche Börse AG
and its subsidiaries operate cash and derivatives markets. Its business areas range from pre-IPO and
growth financing services, the admission of securities to listing, through trading, clearing and settlement,
down to custody of securities. Furthermore, IT services are provided and market information distributed.
Moreover, certain subsidiaries of Deutsche Börse AG own a banking license and offer banking services to
customers. For details regarding internal organisation and reporting, see note 22.
Basis of reporting
The 2019 consolidated financial statements have been prepared in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the related interpretations issued by the International Financial Reporting Interpretations Committee
(IFRIC), 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.
Financial income
Earnings before interest and tax (EBIT)
Depreciation, amortisation and impairment losses
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Net income from strategic investments
Operating costs
Other operating expenses
Staff costs
2,779.7
2,936.0
Net revenue (total revenue less volume-related costs)
-352.7
160
Revised Framework
01 Jan 2020
Amendment: Definition of Material
IAS 1, IAS 8
01 Jan 2021
Insurance Contracts
Financial expense
Earnings before tax (EBT)
Other tax
Income tax expense
1,233.2
1,452.1
-210.5
-226.2
11, 12
1,443.7
1,678.3
4.2
6.7
IFRS 17
8
-1,264.4
-516.6
6
-824.0
-747.8
5
Net profit for the period attributable to non-controlling interests
Net profit for the period attributable to Deutsche Börse AG shareholders
Net profit for the period
-516.2
-1,340.2
See notes under
this table
non-material
non-material
Effects at
Deutsche Börse
Group
non-material
01 Jan 2020
none
01 Jan 2019
Amendment "Prepayment Features with Negative Compensation"
Leases
IFRS 9
IFRS 16
Effects at
Deutsche Börse
Group
Application
date
Standard/Amendment/Interpretation
In the 2019 reporting period, the following standards and interpretations issued by the IASB and
adopted by the European Commission were applied to Deutsche Börse Group for the first time.
New accounting standards – implemented in the year under review
01 Jan 2019
<3
Notes | Basis of preparation
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
159
Going forward, Deutsche Börse will present all accounting policies, estimates, measurement uncer-
tainties as well as discretionary judgements referring to a specific subject matter in the corresponding
note, together with other disclosures relevant to the subject matter. Such disclosures are focused on
applicable accounting options under IFRSs. Deutsche Börse Group does not disclose the underlying
published IFRS guidelines, unless this is considered crucial to enhance transparency. The annual
financial statements of subsidiaries included in the consolidated financial statements have been
prepared on the basis of the Group-wide accounting policies based on IFRS that are described in the
following. They were applied consistently to the periods shown.
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
(Єm). Due to rounding, actual amounts may differ from unrounded or disclosed figures. This may cause
slight deviations from the figures disclosed in the previous year.
The consolidated income statement is structured using the nature of expense method.
The disclosures required in accordance with the Handelsgesetzbuch (HGB, German Commercial Code)
section 315e (1) have been presented in the notes to the consolidated financial statements and the
remuneration report of the combined management report.
Further information
10.7
See note 3
IAS 28
01 Jan 2020
Application
date
Amendment: Definition of a Business
IFRS 3
Standard/Amendment/Interpretation
The IASB issued the following new or amended Standards and Interpretations, which were not applied
in the 2019 consolidated financial statements, because endorsement by the EU was still pending or the
application was not mandatory. The new or amended Standards and Interpretations must be applied for
financial years beginning on or after the effective date. Even though early application may be permitted
for some standards, Deutsche Börse Group does usually not use any early application options.
New accounting standards – not yet implemented
non-material
01 Jan 2019
IAS 19
none
none
01 Jan 2019
none
01 Jan 2019
Amendments resulting from the Annual Improvements Project
2015-2017 amendments to IFRS 3, IFRS 11, IAS 12, IAS 23
Uncertainty over Income Tax Treatments
Amendment "Plan Amendment, Curtailment or Settlement"
Amendment "Long-term investments in Associates and Joint
Ventures"
0.4
IFRIC 23
01 Jan 2019
0.4
6.8
108.5
Executive and Supervisory Boards
Management report
Financial statements | Consolidated cash flow statement
Notes
Further information
Net change in cash and cash equivalents (brought forward)
Effect of exchange rate differences
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Interest-similar income received
Dividends received
Interest paid
Income tax paid
<3
Note
2019
€m
Income tax assets
€m
Gruppe Deutsche Börse | Annual report 2019
155
1,257.3
302.6
-722.9
0.2
792.0
0
6.2
-364.2
-24.5
6.5
-14.9
655.3
0
302.6
0.6
-600.0
592.4
-42.6
0
-495.0
-453.3
20
99.4
-832.9
0
1,257.3
3.9
1,839.0
Subscribed
capital
€m
Share premium
€m
Treasury
shares
€m
193.0
1,332.3
-334.6
0
Attributable to owners of Deutsche Börse AG
0
0
0
0
0
0
0
Exchange rate differences and other adjustments
0
0
20
Total comprehensive income
Net profit for the period
1.5
580.2
20
2,145.5
540.1
4.7
1,839.0
435.1
6.7
-323.0
-312.0
-494.1
-303.3
Other comprehensive income after tax
156
Executive and Supervisory Boards
Management report
Financial statements | Consolidated statement of changes in equity
Notes
Further information
<3
Consolidated statement of changes in equity
for the period 1 January to 31 December 2019
Balance as at 1 January 2018
Gruppe Deutsche Börse | Annual report 2019
259.5
47.8
2.6
250.3
Cash flows from operating activities excluding CCP positions
10
-15.4
-36.0
52.5
-21.3
-273.0
105.7
Net loss/(gain) on disposal of non-current assets
-106.4
-159.2
113.6
-7.4
0.9
-1.0
5.4
1,030.6
1,176.5
-8.8
Changes in liabilities from CCP positions
non-current liabilities
Increase/(decrease) in current liabilities
2019
2018
€m
€m
Net profit for the period
1,035.4
852.5
Depreciation, amortisation and impairment losses
Increase
11, 12
210.5
Increase in non-current provisions
5.9
59.7
Deferred tax income
Other non-cash income
Changes in working capital, net of non-cash items:
(Increase)/decrease in receivables and other assets
226.2
0
Changes in receivables from CCP positions
-2,000.2
Repayment of long-term financing
Proceeds from long-term financing
Net payments from leases (IFRS 16)
Dividends paid
Cash flows from financing activities
Net change in cash and cash equivalents
-123.0
-94.8
-61.9
-65.2
Proceeds from non-controlling interests
-226.5
-9.5
-666.4
-4.8
-169.2
0.1
-0.4
371.4
4.7
655.1
0
-62.3
-38.7
-1,676.0
Payments to non-controlling interests
Purchase of treasury shares
1,797.7
20
926.1
1,298.2
Cash flows from operating activities
Payments to acquire intangible assets
Payments to acquire property, plant and equipment
Payments to acquire non-current financial instruments
Proceeds from sale of treasury shares
Payments to acquire investments in associates and joint ventures
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Net decrease/(net increase) in current receivables and securities from banking
business with an original term greater than three months
Effects of the disposal of (shares in) associates
Net increase in current liabilities from banking business with an original term greater
than three months
Proceeds from disposals of non-current financial instruments
Proceeds from disposals of intangible assets
Cash flows from investing activities
Payments to acquire subsidiaries, net of cash acquired
Note
0
0
6.7
-17.9
1.8
-16.1
-24.6
831.0
806.4
30.0
836.4
0
0.9
0.9
0.3
1.2
0
0
-364.2
-24.6
852.5
28.2
824.3
Attributable to owners of Deutsche Börse AG
<3
Revaluation
surplus
€m
Accumulated
profit
€m
Shareholders'
equity
€m
Non-controlling
interests
0
Total equity
€m
14.4
3,624.2
4,829.3
118.1
4,947.4
0
824.3
€m
-364.2
0
0
-453.3
0
-667.8
-805.8
- 14.6
-820.4
-10.2
3,787.4
0
4,829.9
4,963.4
0
-8.0
-8.0
0
-8.0
-10.2
0
133.5
Further information
-453.3
0
5.1
0
5.1
0
-215.4
0
0
0
-453.3
0
5.7
0
5.7
0
0
0
-14.9
-14.9
0
Financial statements | Consolidated statement of changes in equity
Notes
Management report
Executive and Supervisory Boards
Transactions with shareholders
Balance as at 31 December 2018
-3.0
8.1
-143.1
190.0
1,340.4
-477.7
0
Initial application of IFRS 16 at 1 January 2019
Profit for the period
Other comprehensive income
Total comprehensive income
0
0
0
190.0
1,340.4
Balance as at 1 January 2019
-477.7
0
0
0
-364.2
Sale of treasury shares
0
5.1
0
Retirement of treasury shares
-3.0
0
3.0
Sales under the Group Share Plan
Changes due to capital increases/decreases
Dividends paid
0
0
5.7
0
0
215.4
Purchase of treasury shares
0
0
Changes from defined benefit obligations
0
0
0
Dividends paid
0
0
0
0
Transactions with shareholders
4.3
5.9
Balance as at 31 December 2019
190.0
1,344.7
-471.8
157
Gruppe Deutsche Börse | Annual report 2019
0
0
0
Changes due to capital increases/decreases
0
0
0
0
0
0
Exchange rate differences and other adjustments
0
0
0
Sale of treasury shares
0
4.3
0
Sales under the Group Share Plan
0
0
5.9
0
<3
2018
Consolidated cash flow statement
226.3
194.5
8,610.4
13,110.5
194.5
12,854.3
231.8
10
295.8
Other current provisions
18
250.7
306.6
306.6
Financial liabilities at amortised cost
295.8
13
Income tax liabilities³)
Total non-current liabilities
Financial liabilities at FVPL
13
Financial instruments held by cenral counterparties
Other Financial liabilites at FVPL
5,234.2
84.3
9,985.4
CURRENT LIABILITIES
9,985.4
0.2
Other non-current liabilities
19.7
17.0
17.0
Deferred tax liabilities
0.2
Trade payables
206.7
195.0
25.9
3.6
332.9
3.0
3.0
0
0
623.1
19
628.8
122,444.3
144,098.8
144,081.4
Total liabilities
Total equity and liabilities
1) Figures as at 01.01.2019 adjusted
Total current liabilities
Other current liabilities
Other financial liabilities at FVPL
Derivatives
195.0
Other financial liabilities at amortised cost
14,225.4
19,047.8
19,024.7
Cash deposits by market participants
29,755.8
29,559.2
29,559.2
Financial liabilities at FVPL
13
Financial instruments held by central counterparties
77,411.5
94,068.3
94,068.3
2,283.2
2,539.4
2,627.2
13
Note
31 Dec 2019
€m
<3
1 Jan 2019¹ 31 Dec 2018²)
€m
€m
EQUITY
Equity and liabilities
Subscribed capital
Treasury shares
Revaluation surplus
Accumulated profit
Shareholders' equity
Non-controlling interests
Total equity
Share premium
Further information
Financial statements | Consolidated balance sheet
Notes
Management report
55.9
55.9
Other current assets
Total current assets
Total assets
14
340.9
639.8
639.8
125,458.4
137,165.3
146,257.1
162,164.7
146,257.1
161,899.1
153
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
15
2) Prior year figures adjusted
190.0
190.0
4,955.4
4,963.4
NON-CURRENT LIABILITIES
Provisions for pensions and other employee benefits
17
193.5
6,110.6
164.1
Other non-current provisions
18
225.2
209.9
209.9
Financial liabilities measured at amortised cost
164.1
133.5
133.5
375.3
1,344.7
1,340.4
1,340.4
-471.8
-477.7
-477.7
-52.1
-10.2
for the period 1 January to 31 December 2019
4,724.5
3,779.4
3,787.4
5,735.3
4,821.9
4,829.9
190.0
3) Thereof non-current: €101.9 million (2018: €79.0 million)
-10.2
Executive and Supervisory Boards
131,054.7
157,209.3
137,165.3
162,164.7
161,899.1
156,935.7
Gruppe Deutsche Börse | Annual report 2019
Management report
Financial statements | Consolidated cash flow statement
Notes
Further information
154
goodwill
calculation
13 Sep 2019
Deferred tax liabilities
Preliminary
<3
Goodwill (not tax-deductible)
Total assets and liabilities acquired
Contract liabilities
Other non-current and current liabilities
Other current assets (without cash)
Other non-current assets
Software in development
Deutsche Börse AG, Frankfurt/Main, Germany, completed the acquisition of Axioma Inc., New York, USA
(Axioma) during the third quarter of 2019. Axioma was merged with Deutsche Börse's existing index
businesses to form the Qontigo segment, which is an innovative provider of investment information and
a leading developer of solutions for modernising investment management – from risk to return. Deutsche
Börse has held a 78.3 per cent stake in the merged company since 13 September 2019.
As part of the transaction, General Atlantic, Greenwich, USA, acquired a share of 19.2 per cent in
Deutsche Börse Group's combined index business. The share of General Atlantic will be disclosed as
part of non-controlling interests in Deutsche Börse Group's income statement, statement of compre-
hensive income, and statement of financial position. Given the fact that Deutsche Börse AG retained
control of the (previously existing) index business after the transaction, an amount of €417.9 million
was recognised directly in shareholders' equity of Deutsche Börse Group (for further details, see
Consolidated statement of changes in equity). Shareholders hold put options on the remaining
2.5 per cent stake in the index business not held by Deutsche Börse AG. Deutsche Börse Group applies
the anticipated acquisition method to the shares held by third parties. This means that Deutsche Börse
Group does not disclose such shares under non-controlling interests, but recognises financial liabilities in
the amount of €84.0 million (part of the consideration transferred), which are measured at fair value
through profit or loss.
Since the business models are highly complementary, Deutsche Börse expects the transaction to deliver
considerable synergies both in terms of revenue and cost effects. Such synergies are reflected in
particular by the goodwill resulting from the transaction. The purchase price allocation – preliminary as
at the reporting date - yielded the following effects:
163
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Notes | Basis of preparation
Financial statements
Notes | Basis of preparation
Further information
Goodwill resulting from the business combination with Axioma Inc.
Consideration transferred
Purchase price in cash
Put options
Acquired bank balances
Total consideration
Acquired assets and liabilities
Customer relationships
Trade names
Software
€m
648.3
Financial statements
-1.9
4. Net revenue
Recognition of income and expenses
Overall, Deutsche Börse Group's net revenue comprised the following items:
■ revenue,
■net interest income from banking business,
■ other operating income, and
■ volume-related costs.
Revenue recognition
This section comprises details on revenue from contracts with customers. This includes in particular:
revenue recognition, trade receivables as well as contract liabilities (see note 19 concerning net
contractual liabilities). Revenue is generated in Deutsche Börse Group's segments as follows:
Eurex (financial derivatives)
Revenue in the derivatives business is generated primarily from fees that are charged for transactions
with regard to the matching/registration, administration and regulation of order book and off-book
transactions on Eurex Germany. Fees, as well as any reductions are specified in price lists and circulars.
Rebates depend mainly on monthly volumes or the monthly fulfilment of liquidity provisioning
obligations in certain products or product groups. Revenue for transactions in listed derivatives is
recognised as soon as contracts are matched/registered and there is no unfulfilled obligation towards the
customer. Receivables are recognised if the agreed service is rendered at a specific point in time and the
claim to the consideration solely depends on the course of time. Transaction fees are invoiced on a
monthly basis and are payable when invoiced. Since discounts are generally granted on a monthly basis,
the recognition of a contractual liability is not necessary. Payments are generally debited directly from the
clearing member immediately after invoicing.
Fees are also collected for clearing and settlement services provided for off-exchange (over-the-counter,
OTC) transactions, mainly comprising posting and administration fees. Fees for these transactions and
the related discounts are also specified in price lists and circulars of Eurex Clearing AG. In the case of
OTC transactions, posting fees are recognised at novation on a monthly basis. These fees are recognised
at a specific point in time; namely, when the promised service is transferred at a specific point in time,
and the entitlement to consideration depends solely on the passage of time. OTC administrative fees are
recognised based on a time period as the service is provided until the transaction has been closed,
terminated or has matured. A receivable is recognised monthly based on the usage within the respective
month, provided that the respective position is still open at month end. In general, the payments are
directly debited from the clearing member.
169
Gruppe Deutsche Börse | Annual report 2019
84.0
Executive and Supervisory Boards
Financial statements
Notes | Consolidated income statement disclosures
Further information
<3
In addition connection fees are charged for the technical connections to the trading and clearing systems
of Deutsche Börse Group. The customer has use of the company's service and uses the service as it is
performed over the life of the contract. As the smallest reporting period is the same as the contract term,
the performance progress equals 100 per cent. The connectivity revenue generated from this is usually
realised monthly with invoicing.
EEX (commodities)
Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as
freight rates and agricultural products. Revenue is generated primarily from fees that are charged for
exchange trading and clearing of commodity products. Transaction fees are specified in the price list.
Rebates are granted primarily in the form of monthly rebates for the provision of a certain volume or level
of liquidity. These types of rebates are dependent upon the total monthly volume or the monthly
fulfilment of certain liquidity provision obligations. Revenue is recognised as soon as contracts are
matched/registered and there is no unfulfilled obligation towards the customer as the service has already
been performed by this point in time. EEX recognises receivables when the promised service is provided
at a certain time and the entitlement to consideration depends solely on the passage of time. Most of the
invoiced amounts are debited directly from the clearing members.
360T (foreign exchange)
360T is a provider of optimised services covering the entire trading process of foreign-exchange
products. It generates commission income from transaction and access fees payable for the use of its
trading platform. In addition, 360T generates installation fees from the onboarding of customers on its
trading platform, as well as user set-up fees and fees for the programming and maintenance of
necessary interfaces. Revenue is recognised when the contractually agreed service is provided to the
customer. Revenue from the use of the platform and maintenance fees are recognised on a pro-rata
basis. Access fees, transaction fees, as well as trading platform fees, contain different discount
schedules on a monthly basis. Such discounts are considered accordingly in the month in which the
services are rendered and reduce the sales revenue of such period. They are invoiced on a monthly
basis. Maintenance fees are invoiced on an annual basis.
Xetra (cash equities)
As a general rule, securities intended for trading on the regulated market of Fankfurter Wertpapierbörse
(FWB, the Frankfurt Stock Exchange) are subject to the admission and listing, or inclusion, resolved by
FWB's Exchange Management. Deutsche Börse AG, as the operator of the public-sector exchange,
charges fees for the admission, listing, inclusion and quotation of securities on the regulated market.
Fees charged for the admission and inclusion of securities with definite maturities on the regulated
market are realised using the projected useful lives of the underlying securities. Accordingly, the fees
charged for the listing of securities on the regulated unofficial market are realised using the projected
useful lives of the underlying securities. The method for measuring progress towards complete
satisfaction of the performance obligation on the basis of projected useful lives is considered appropriate
within the meaning of IFRS 15. Invoicing is made on a quarterly basis, and receivables are payable
upon receipt of invoice.
Listing fees are levied for the activity of all bodies of FWB, which supervise the trading and the
settlement of trades as well as ensure the proper functioning of all trading activities (permanent
possibility to make use of exchange facilities). Listing fees are recurring fees, which are charged for a
service that is delivered over time. Accordingly, revenue is realised on a pro-rata basis. Revenue from
fees for listings on the regulated unofficial market is realised in a similar manner. For trading cash
market products, the same accounting treatment as described within the section Eurex (financial
derivatives) applies for the Xetra segment (securities trading).
170
Axioma Inc, New York, USA (Axioma)
Management report
The transaction is expected to be closed in the second half of 2020. Following transaction closing,
Deutsche Börse Group will exercise control over the Fondcenter business, and will therefore include the
entity in its basis of consolidation. At the time of publication of this annual report, detailed information
regarding the purchase price allocation are not yet available.
<3
Further information
Further information
<3
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Exchange rates
Swiss francs
US dollars
Czech koruna
Notes | Basis of preparation
Singapore dollar
Average rate
Average rate
2019
2018
Closing price as
at 31 Dec
2019
Closing price as
at 31 Dec
British pound
2018
Financial statements
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Basis of preparation
Further information
IFRS 17 "Insurance Contracts"
<3
Management report
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of
insurance contracts. The objective of IFRS 17 is to ensure that an entity provides relevant information
that faithfully represents insurance contracts. According to the standard, insurance liabilities shall be
measured at the current fulfilment cash flows instead of historical costs. Furthermore, the objective is to
form a uniform basis regarding the recognition, measurement and presentation of insurance contracts,
including the notes. In the EU, the standard must be applied for financial years beginning on or after 1
January 2021; and has not yet been adopted by the EU. Deutsche Börse Group currently analyses the
potential impact on the consolidated financial statements; at present, no material effects for the Group's
financial position and financial performance are expected.
Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is
eliminated against the corresponding expenses. Intercompany profits or losses arising from deliveries
of intra-Group goods and services, as well as dividends distributed within the Group, are eliminated.
Deferred taxes for consolidation adjustments are recognised 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".
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 reporting
date, monetary balance sheet items in foreign currency are measured at the exchange rate at the
reporting 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 exchange rate prevailing at the valuation date. Exchange rate differences are recorded
as other operating income or expenses 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 operation are recognised directly in "retained earnings".
The balance sheet items 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, equity is
translated at historical rates and the items in the consolidated income statement are translated at the
average exchange rates for the reporting period. Resulting exchange differences are recognised directly in
"retained earnings". When the relevant subsidiary is sold, these exchange rate differences are recognised
in the net profit for the period in which the deconsolidation gain or loss is realised.
161
Gruppe Deutsche Börse | Annual report 2019
2. Consolidation principles
Consolidated income statement disclosures
CHF
1.1512
0.8978
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying 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.
Subsidiaries and business combinations
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are
included in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed
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 acquisition
date fair values. 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.
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at
31 December 2019 included in the consolidated financial statements are presented in the list of
shareholdings in note 34.
1.0857
Acquisitions
On 21 January 2020, Deutsche Börse Group announced that the Group's post-trade services provider
Clearstream and UBS have agreed on a partnership in the investment fund services business segment.
The companies have entered into an agreement under which Clearstream Holding AG, Frankfurt,
Germany will acquire 51 per cent of the fund distribution platform Fondcenter AG, Zurich, Switzerland
from UBS for a purchase price of CHF389 million. UBS will retain a minority of 49 per cent. The newly-
combined company will become the centre of excellence for fund distribution services within Deutsche
Börse Group and will significantly enhance Clearstream's existing Fund Desk business (formerly
Swisscanto Funds Centre). This will create a leading fund distribution service provider - to the benefit of
UBS customers as well as Clearstream customers.
162
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Basis of preparation
Fondcenter AG, Zurich, Switzerland (Fondcenter)
1.1112
0.8863
GBP (£)
1.0857
1.1264
USD (US$)
1.1195
1.1801
1.1212
1.1433
0.8767
CZK
SGD
1.5256
25.6605
1.5907
25.4068
25.7315
1.5090
1.5577
25.6700
730.3
Management report
Further information
Further information
36.3
65.0
90.3
15.2
15.2
41.5
-36.8
-71.5
-21.5
133.9
596.4
The full consolidation of Axioma Inc. and its subsidiaries resulted in an increase of net revenue
amounting to €25.8 million as well as a decrease of income after tax amounting to €5.0 million. If the
company had been fully consolidated as at 1 January 2019, this would have resulted in an increase of
net revenue amounting to €67.9 million as well as a decrease of income after tax amounting to €19.5
million.
Ausmaq Limited, Sydney, Australia (Ausmaq)
Clearstream Banking S.A., Luxembourg (Clearstream Banking Luxembourg) successfully completed the
acquisition of Ausmaq Limited, Sydney, Australia, during the third quarter of 2019. With this
acquisition, Deutsche Börse Group is further expanding its offering in the investment funds space, and
has entered the Australian market. Ausmaq Limited has been a wholly-owned subsidiary of Clearstream
Banking Luxembourg since 31 July 2019. Revenue and costs are reported in the IFS segment
(Investment Fund Services). Due to the expansion of its geographical footprint, Deutsche Börse expects
the transaction to deliver revenue synergies, reflected in particular by the resulting goodwill. The
purchase price allocation – preliminary as at the reporting date - yielded the following effects:
164
Goodwill resulting from the business combination with Grexel Systems Oy
Consideration transferred
Purchase price in cash
Non-controlling interests
1 Feb 2019
goodwill
calculation
Preliminary
<3
Goodwill (not tax-deductible)
Total assets and liabilities acquired
Non-controlling interests
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Deferred tax liabilities on temporary differences
Other non-current assets
Software and other intangible assets
Trade names
Customer relationships
Acquired assets and liabilities
Total consideration
Acquired bank balances
Current liabilities
Management report
Financial statements
Notes | Basis of preparation
-7.5
16.8
4.5
4.8
0.4
-0.1
-2.8
24.3
6.8
<3
Grexel Systems Oy, Helsinki, Finland, (Grexel Systems)
Effective 1 February 2019, European Energy Exchange AG (EEX), Leipzig, Germany (a 75 per cent
subsidiary of Deutsche Börse AG), acquired 100 per cent of the shares in Grexel Systems Oy, Helsinki,
Finland (Grexel Systems). Grexel Systems is the leading provider of registries for guarantees of origin and
other energy certificates in Europe. Revenue and costs are reported in the EEX segment (Commodities).
The goodwill resulting from the transaction mainly reflects expected cost synergies. The purchase price
allocation preliminary as at the reporting date - yielded the following effects:
-
165
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
10.0
€m
€m
goodwill
calculation
Further information
Goodwill resulting from the business combination with Ausmaq Limited
Consideration transferred
Purchase price in cash
Acquired bank balances
Total consideration
Acquired assets and liabilities
31 Jul 2019
Customer relationships
Other non-current assets
Other current assets less liabilites
Deferred tax liabilities on temporary differences
Total assets and liabilities acquired
Goodwill (not tax-deductible)
<3
Preliminary
Software
9.4
The full consolidation of Ausmaq Limited resulted in an increase of net revenue amounting to
€3.3 million as well as of income after tax amounting to €0.3 million. If the company had been fully
consolidated as at 1 January 2019, this would have resulted in an increase of net revenue amounting to
€8.0 million as well as of income after tax amounting to €0.3 million.
-1.2
Variable Lease Payments
Short-term Leases
Operating lease commitment at 31 December 2018
Reconciliation Leasing¹)
As a result of the recognition of right-of-use assets and the corresponding lease liabilities, Deutsche
Börse Group's total assets increased by €265.6 million at initial application of IFRS 16. The effects
recognised in equity (accumulated profit) amounted to €10.8 million (€8.0 million after deferred taxes).
As at 1 January 2019, the following reconciliation of lease liabilities applies:
<3
Lessee
Less other adjustments
Effects from the initial application of IFRS 16 "Leases"
Notes Basis of preparation
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
167
■ Initial direct costs are not taken into account in the right-of-use asset.
Further information
■ All arrangements identified as leases in the past will continue to be classified as such.
Lease liabilities recognised at 01.01.2019 (gross amount)
Lease liabilities due to first time application of IFRS 16 as of 01.01.2019
-2.3
Notes | Consolidated income statement disclosures
Financial statements
Management report
168
As from 1 January 2019, the type of expenses associated with such leases changed as well. Since that
date, Deutsche Börse Group has recognised depreciation for right-of-use assets as well as interest
expenses from lease liabilities, instead of rental and lease expenses recognised in other operating
expenses. These changes led to an improvement of earnings before interest, tax, depreciation and
amortisation (EBITDA).
278.1
Discounting
10.3
15.2
5.3
2.0
310.92)
€m
The weighted incremental borrowing rate for the lease liabilities initially recognised as at 1 January
2019 was 0.8 per cent p.a.
1) Comparative figures for the half year report 2019 were adjusted retrospectively
2) Prior year figures adjusted
288.4
■ In the case of agreements with a remaining term of less than twelve months at the date of first-time
adoption, a decision is made on an individual agreement level.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
■ The present value of the lease liabilities is calculated on the basis of the future lease payments using
the incremental borrowing rate. A uniform rate is selected for similar leases.
Deutsche Börse Group initially applies IFRS 16 “Leases" using the modified retrospective approach. In
line with the applicable transition regulations, comparative figures were not adjusted; therefore,
IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases.
The objective of IFRS 16 is to ensure that lessees and lessors provide relevant information on the effects
of lease contracts. The standard must be applied for financial years beginning on or after 1 January
2019.
3. First-time adoption of IFRS 16 “Leases”
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement. 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 through the Group's representation on the supervisory board or the board of
directors.
Associates
The full consolidation of Grexel Systems resulted in an increase of net revenue amounting to
€1.8 million as well as of income after tax amounting to €0.1 million. If the company had been fully
consolidated as at 1 January 2019, this would have resulted in an increase of net revenue amounting to
€2.0 million as well as of income after tax amounting to €0.2 million.
2.9
3.0
-1.4
-1.0
-0.2
0.5
1.5
3.2
■ The measurement of the right-of-use asset is calculated on the basis of the individual agreements,
either retrospectively using the interest rate applied upon initial application or on the basis of the
adjusted lease liabilities. The cumulative effects from first-time adoption of the new standard are
recorded as at the date of first-time adoption directly in equity. The right-of-use asset is adjusted by
provisions from the charges of lease agreements.
166
Gruppe Deutsche Börse | Annual report 2019
0.4
Management report
At first-time adoption, IFRS 16 was applied as follows:
Executive and Supervisory Boards
Right-of-use assets are measured at cost. Any accumulated depreciation/amortisation and impairment
amounts are deducted from the cost of right-of-use assets as part of subsequent measurement.
Measurement of right-of-use assets:
In subsequent periods, interest payments made are recognised as increases of the lease liability, while
lease payments are recognised as decreases. The Group remeasures its lease liabilities if adjustments to
future lease payments are made.
Lease liabilities are recognised at the present value of future lease payments. The incremental borrowing
rate of the Group at the beginning of the lease is used to calculate the present value. Value-added tax
included in lease payments is neither considered in the lease liability nor in the carrying amount of the
right-of-use asset, regardless of whether Deutsche Börse Group is entitled to make tax withholding or not.
Measurement of lease liabilities:
Deutsche Börse Group uses general practical expedients provided by IFRS 16 by not recognising right-of-
use assets and lease liabilities for short-term leases (lease terms of less than twelve months) and low-
value assets.
5.9
As a lessee, Deutsche Börse Group uses office properties, data centres, and company cars. IFRS 16
introduces a single lessee accounting model. According to this approach, the lessee is obliged to
recognise all leases: first, the lessee recognises the right-of-use asset, i.e. the lessee's right to use the
leased asset; second, the lessee recognises the lease liability, i.e. the lessee's obligation to make lease
payments.
Regarding leases with early termination or renewal options, Deutsche Börse Group exercises prudent
commercial judgement to assess the applicable contract terms. Any and all significant facts and
circumstances are taken into account in the assessment as to whether the exercising of early termination
or renewal options is reasonably certain.
Notes | Basis of preparation
Further information
<3
Financial statements
previous-year figures are not comparable. The changes in accounting policies resulting from the first-
time adoption of IFRS 16 are set out below.
Lessee
Composition of staff costs
Social security contributions, retirement and other benefits
-186.8
-169.9
Financial assets at FVPL
-2.1
-1.7
Total
246.1
Debt financial assets measured at amortised cost
Other operating income
Other operating income in the amount of €15.1 million (2018: €28.7 million) mainly comprises rental
income from subleases (income from operating leases) in amount of €1.0 million (2018: €1.1 million)
and income from exchange rate in amount of €4.6 million (2018: €4.6 million).
5. Staff costs
Wages and salaries
204.5
5.2
-188.9
-64.9
-71.7
Total
-53.4
Financial liabilities at FVPL
- 14.1
-11.5
Interest income from negative interest environment
250.7
224.7
242.6
219.5
Financial liabilities at FVPL
8.1
Interest expenses from negative interest environment
-171.6
Financial liabilities measured at amortised cost
Composition of other operating expenses
2018
€m
€m
Costs for IT service providers and other consulting services
226.4
164.9
IT costs
2018
125.4
Non-recoverable input tax
37.8
44.3
Premises expenses
-85.8
32.3
123.0
2019
4
<3
€m
€m
622.1
660.1
125.7
163.9
747.8
824.0
Wages and salaries comprise costs associated with the efficiency programme in the amount of
€42.1 million (2018: €158.2 million).
177
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
6. Other operating expenses
2019
54.7
82.2
161.6
74.0
76.8
-13.8
-13.7
2,779.7
2,936.0
15.1
-426.7
42.5
28.8
157.3
190.2
-14.2
-16.9
-456.2
0.1
28.7
-352.7
80.0
2019
<3
Composition of net interest income from banking business
Further information
Notes | Consolidated income statement disclosures
-379.4
Financial statements
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
176
1) As part of the harmonisation of the reporting of connectivity and maintenance fees, €5.3 million were reclassified from other operating income to sales revenues
2) As part of the combination, certain licence revenues were re-allocated from the Data segment to the new Qontigo segment (index and analytics business)
2,779.7
2,936.0
0
Management report
0.4
94.2
-7.8
0
0
157.5
158.9
2018
€m
-4.3
€m
Debt financial assets measured at amortised cost
Financial assets at FVPL
Interest expenses from positive interest environment
Financial liabilities measured at amortised cost
270.1
216.3
207.7
Interest income from positive interest environment
-3.5
38.7
43.8
-8.0
0.1
0.3
0
25.8
0
-1.7
0
0.1
31.3
31.5
-2.9
-2.9
0
0
62.4
Travel, entertainment and corporate hospitality expenses
Management report
22.7
0.8
-0.9
-0.5
19.9
17.8
0
0
0
0
46.3
40.3
7.2
6.1
- 19.9
1.5
-22.8
228.7
0.2
0.1
-50.8
-48.1
484.0
466.2
0.1
0.1
-3.2
-1.8
210.9
231.9
0.1
222.6
170.6
156.4
-22.3
Other¹)
15.1
11.9
0
0
97.9
82.0
0
0
173
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
<3
4
Other operating income
-19.0
5.3
5.7
€m
2018
2019
€m
0
2018
€m
€m
€m
2018
2019
Net revenue
Volume-related costs
2019
€m
-7.4
-6.0
51.1
105.1
82.1
0
-1.7
-0.2
70.9
67.1
0
0
-12.3
-8.3
42.8
36.6
1.3
1.3
-1.5
-4.5
66.7
76.9
-3.4
-5.9
0
0
-12.0
256.6
-25.0
-31.4
1.3
1.3
70.8
70.5
289.3
0
-15.9
0
43.8
11.7
3.6
-12.3
-1.6
41.2
25.6
-11.0
-3.6
0
0
52.3
50.0
0
0
-0.2
0
936.1
957.1
-61.2
-78.1
21.6
16.2
0
44.4
-3.7
-4.2
21.4
15.1
74.2
76.5
41.1
0
70.1
82.8
Other operating income is income not attributable to the typical business model of Deutsche Börse
Group; it is therefore not disclosed as part of revenue. Other operating income is usually realised when
all chances and risks have been transferred. Other operating income comprises, for instance, income
from subleasing property, income from exchange rate differences as well as the reversal of impairments
recognised on trade receivables.
Volume-related costs
The "volume-related costs" item comprises expenses that depend, in particular, on the number of certain
trade or settlement transactions, the custody volume, the Global Securities Financing volume, or the
volume of market data acquired or that result from revenue-sharing agreements or maker-taker pricing
models. Volume-related costs are not incurred if the corresponding revenue is no longer generated.
Composition of net revenue (part 1)
Xetra (cash equities)
Trading and clearing
Listing
Other
Sales revenue
Net interest income from banking business
2019
2018
€m
€m
2019
€m
2018
€m
235.3
0
6.4
0
40.3
46.3
Other operating income
0
17.5
19.3
0
0
187.6
169.7
0
245.4
Further information
Financial statements
Financial statements
Notes | Consolidated income statement disclosures
Further information
Clearstream (post-trading)
<3
Clearstream provides post-trading infrastructure and services; it offers transaction settlement services as
well as administration and custody of securities. The fees are calculated in accordance with the prices
set in the price list as well as with any relevant discounts granted. In accordance with the general terms
and conditions, the customer authorises direct debiting and consequently no financing component has
been identified. Customers in the custody business receive the benefit from the service provided and
consume it at the same time as the performance is fulfilled during the contract period. The revenue
generated from this is generally realised on a monthly basis upon invoicing.
Fees collected for the administration of securities and for settlement services are recognised when the
agreed service is provided to the customer. This occurs when instructions are received and the
transactions are processed. The service has been fulfilled at this point in time. Receivables are
recognised if the agreed service is rendered at a specific point in time and the claim to the consideration
solely depends on the course of time. Since discounts are generally granted on a monthly basis, the
recognition of a contractual liability is not necessary. Customers are invoiced on a monthly basis and
consideration is payable when invoiced.
IFS (investment fund services)
The segment provides services to standardise fund processing and to increase efficiency and safety in
the investment fund sector. The services offered comprise order routing, settlement and asset
administration, as well as custody services. Revenue is recognised when the promised service is
transferred to the customer. This occurs when instructions are received and the transactions are
processed. The service has been fulfilled at this point in time. Revenue is recognised based on the price
specified in the price list and reduced by the corresponding rebates. Customers are invoiced on a
monthly basis and consideration is payable when invoiced.
GSF (collateral management)
Via Clearstream, Deutsche Börse Group provides a comprehensive range of global securities financing
(GSF) services with the two most prominent being collateral management and securities lending
services. Customers of collateral management services simultaneously receive and consume the benefits
with the company's performance of the service. Revenue is recognised over a certain period of time
concurrent with the provision of collateral management services. Services in the securities lending
business, on the other hand, are provided at a specific point in time.
Qontigo (index and analytics business)
The Qontigo segment comprises the index and analytics business. The index offering ranges from blue-
chip to benchmark to strategy to sustainability to smart-beta indices. The Group generates revenue from
calculating and marketing indices, which financial market participants use as underlyings for financial
instruments or as a benchmark for the performance of investment funds. In Analytics, Qontigo offers its
clients risk-analytics and portfolio-construction tools.
171
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
172
Net interest income from banking business mainly results from interest income, generated by investing
excess cash (in a positive interest rate environment). Given the currently prevailing interest rate anomaly,
Deutsche Börse Group also generates interest income from customer balances held at Deutsche Börse
Group (in a negative interest rate environment). Furthermore, this item comprises interest payments
made on customer balances (positive interest rate environment) as well as cash investments (negative
interest rate environment) and fees for providing customer credit lines. Interest income and interest
expenses are calculated, allocated, and realised when due, with the applicable effective interest rate on
a daily basis.
Net interest income from banking business
Notes | Consolidated income statement disclosures
Market participants subscribe to real-time trading and market signals or licence these services for their
own use, processing, or dissemination. The customer simultaneously receives and consumes the
benefits provided by the entity's performance during the contract term. Customers report their usage,
and fees are charged in the month after usage. Deutsche Börse Group puts together monthly estimates
that are based on the trend of the preceding months. Revenue estimates are revised when warranted by
the circumstances. Increases and decreases in estimated revenue are reflected in the consolidated
income statement in the period in which the circumstances that give rise to the revision become known
by the management. Revenue is recognised based on the price specified in the price list. Customers are
invoiced on a monthly basis, and consideration is payable when invoiced.
Customers of the analytics business either receive the right to access the intellectual property, or receive
the right to use the intellectual property. The intellectual property licences are granted for software
products, which are subsequently referred to as "SaaS Front Office" and "SaaS Middle Office". Revenue
generated with SaaS Front Office fees is recognised at a specific point in time because all contractual
obligations are fulfilled, and the customer obtains control of the asset, as soon as the licence key is
transferred to the customer. SaaS Middle Office fees are recognised over a certain period of time, i.e. the
contractual term. Fees are also charged for the maintenance and servicing (summarized as "Main-
tenance") of the software products, which are realized over the contract term. For this purpose, the
transaction price for maintenance is calculated and allocated according to the "expected cost plus a
margin" approach.
Customers in the index business simultaneously receive and consume all of the benefits provided during
the contract term. The recognition of revenue for index licences is based on fixed payments, variable
payments (usage-based volumes; mostly assets under management), or a combination of the two. For
variable payments, customers report their usage, and fees are invoiced in the quarter after usage;
monthly estimates are recognised. This is determined either based on the customer's average usage over
the previous twelve months, adjusted to take into account current developments in the markets, or
based on the real data in the markets on a customer level. Revenue estimates are revised when
warranted by the circumstances. Increases and decreases in estimated revenue are reflected in the
consolidated income statement in the period in which the circumstances that give rise to the revision
become known by the management. For two fee components (minimum fee and usage-based fee), a
contract liability is recognised and reduced each month based on the usage that has been recognised
each month. Customers are invoiced on a quarterly basis, and consideration is payable when invoiced.
<3
Further information
Notes | Consolidated income statement disclosures
Financial statements
Data (data business)
0.1
0
Eurex (financial derivatives)
972.7
935.6
46.3
40.1
EEX (commodities)
Power derivatives
113.3
88.2
7.7
5.9
Power spot
72.6
67.3
0
0
Gas
55.1
Trading
360T (foreign exchange)
8.9
11.4
271.4
308.0
-0.1
3.0
71.0
67.0
Other
0
0
44.9
3.7
0
0
30.2
Equity index derivatives
534.6
514.2
0
0
Interest rate derivatives
214.0
233.6
0
0
Equity derivatives
58.4
49.8
0
0
OTC clearing
41.8
Other
0
0
74.2
76.7
40.2
26.8
46.3
17.0
Infrastructure
Margin fees
0
0
23.6
13.4
24.6
0.2
0
382.8
0
0
-48.5
-37.2
82.2
76.0
0
0
0
0
188.2
155.5
0
391.7
0
-0.4
24.3
32.1
3.0
11.1
-29.6
-27.6
78.3
80.9
3.2
12.8
-219.2
-199.0
764.7
-0.3
-133.8
-140.8
1.7
Consolidation of internal revenue
-63.1
-60.2
0
0
Group
3,054.2
2,899.2
246.1
204.5
175
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
Other operating income
Volume-related costs
0.2
€m
€m
2018
2019
Net revenue
727.3
<3
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
2019
€m
€m
€m
2018
2019
€m
0
0
-1.0
-11.7
-8.0
183.1
154.3
0
0
-14.0
-14.2
112.0
113.6
0
0
-3.1
-2.0
19.1
17.8
0.5
Advertising and marketing costs
21.9
22.6
Insurance premiums, contributions and fees
13.3
15.8
0
Voluntary social benefits
0.5
26.1
27.8
-24.0
-21.6
0.4
0.4
204.5
-0.1
52.8
-0.9
48.9
43.3
0
0
-33.4
-52.0
29.1
39.8
0
0
-34.4
-52.9
78.0
83.1
0
0
-2.2
-3.4
0
-0.1
49.4
53.6
39.0
-3.2
0
0
65.9
76.7
-2.6
-3.3
-5.0
246.1
2,959.4
3,117.3
0
Net interest income from banking business
0
0
188.2
155.5
Third-party services
24.6
32.5
0
0
Other
104.9
97.4
0
0
792.5
0
0
91.8
62.5
Securities lending
0
0
0
49.9
Repo
GSF (collateral management)
155.5
188.2
758.0
44.2
112.4
113.2
Settlement
15.2
12.1
0.1
0.2
-5.9
-3.4
92.1
78.8
174
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
Composition of net revenue (part 2)
Sales revenue
2019
0
0
514.9
532.3
Custody
Clearstream (post-trading)
130.7
€m
2019
€m
Net interest income from banking business
<3
€m
€m
2018
2018
0
136.0
0
0
197.1
197.3
0
0
Qontigo (index and analytics business)
ETF licenses
43.0
47.3
0
0
Exchange licenses
34.4
34.2
0
0
Axioma
Total
0
0
171.4
206.7
0
0
0
101.9
Other licenses²)
0
0
0
27.4
89.9
0
49.7
0
IFS (investment fund services)
Custody
80.0
68.5
0
0
Settlement
58.6
52.6
0
0
Other
56.1
41.2
0.2
0
194.7
0
19.8
22.2
0
0
127.8
48.9
126.0
Regulatory services
Cash and derivatives
Data
0
0.2
162.3
Other²)
2018
-38.7
Cost of exchange rate differences
0.3
2.4
0
0
142.2
130.8
97.5
80.2
179
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
8. Net income from strategic investments
Composition of net income from strategic investments
Equity method-accounted result of associates
China Europe International Exchange AG
HQLAX S.à r.l.
Tradegate AG Wertpapierhandelsbank
Total
Other
Research expense
4.9
43.1
36.3
35.7
IFS (investment fund services)
11.0
6.3
9.2
4.4
GSF (collateral management)
4.3
1.5
3.4
1.0
Qontigo (index and analytics business)
5.0
3.0
5.0
0
Data (data business)
7.0
16.9
3.8
41.3
Total income from equity method measurement"
1) Including impairment losses
2018
€m
€m
Income from other financial assets FVPL
0.3
0.3
Interest income from financial assets measured at amortised cost
1.3
1.0
Interest income on tax refunds
7.0
6.0
Other interest income and similar income
2.1
0.1
Total
10.7
7.4
180
-40.2
5.6
2019
Net income from other strategic investments
Total
Composition of financial income
9. Financial result
E>
2019
2018
€m
€m
-1.7
-2.0
-1.5
-0.5
2.9
4.9
0.4
0.3
0.2
2.7
6.5
1.5
6.7
4.2
In addition to the result of at-equity valuation the net income from associates also includes impairment
losses. No impairment loss was recognised in the reporting year (2018: €0.6 million for the
participation in Switex GmbH).
For the development of net income from other strategic investments, please refer to ☑ note 13.1.
The financial result comprises interest income and expenses which are not attributable to the banking
business of Deutsche Börse Group, and are therefore not recognised in net revenue. Interest income and
expense 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 economic benefits associated with
the transaction will flow to the entity and the income can be measured reliably. Interest expense is
recognised in the period in which it is incurred.
Clearstream (post-trading)
Dividends are recognised in net income from other strategic investments if the right to receive payment is
based on legally assertible claims. In the year under review, Deutsche Börse Group received dividends in
the amount of €1.3 million (2018: €2.9 million).
3.9
4) Thereof €0.2 million for 2017
2019
2018
Total
Germany
Total
Germany
€m
€m
€m
€m
4.5"
2.6
4.32)
2.6
0.4
0.1
1.24)
0.8
0.5
0.3
3) Service according to ISAE 3402 and ISAE 3000
0.3
2) Thereof €0.1 million for 2017
Total
5.7
2.7
5.2
Supervisory Board remuneration
Short-term leases
Cost of agency agreements
Miscellaneous
Total
4.1
4.5
2.0
0.3
0.3
16.4
27.3
516.2
Composition of fees paid to the auditor
Statutory audit services
Other assurance or valuation services³)
Tax advisory services
Other services
1) Thereof €-0.2 million for 2018
0.2
516.6
0.1
€m
€m
€m
€m
Eurex (financial derivatives)
36.7
35.9
20.7
20.4
EEX (commodities)
2018
24.9
10.2
360T (foreign exchange)
4.9
3.9
3.9
3.0
Xetra (cash equities)
0.2
4.9
6.7
12.9
2019
9.2
2019
5.6
2018
0
3.1
5.8
3.6
178
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Fees paid for "statutory audit services" rendered by KPMG AG Wirtschaftsprüfungsgesellschaft mainly
comprise the audit of the consolidated financial statements according to IFRS, of the annual financial
statements of Deutsche Börse AG according to the Handelsgesetzbuch (HGB, German Commercial Code)
and of the annual financial statements of various subsidiaries according to the respective local GAAP.
This item also includes statutory additions to the audit scope as well as key points of audit agreed with
the Supervisory Board. Services rendered during the reporting year also included reviews of the interim
financial statements.
7. Research and development costs
of which capitalised
Total expense for
software development
Further information
Research and development costs
Development costs that have to be capitalised 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 capitalisation are recognised through profit or loss. Interest
expense that cannot be allocated directly to one of the development projects is recognised through profit
or loss in the reporting period.
0
Research and development costs of internally developed software
<3
Research costs are expensed in the period in which they are incurred. Development costs for internally
developed intangible assets are only capitalised when the definition and recognition criteria for intangible
assets according to IAS 38 are met, and development costs can be separated from research costs.
Changes in other intangible assets by category
Other intangible assets are divided into the following categories:
-4.3
3,470.5
6.7
19.5
Exchange
31 Dec 2019
119.5
Balance as at
608.6 245.2
969.0
1,293.6
66.3
142.1
€m
names
€m
business combinations
Acquisitions through
0
Balance as at 1 Jan 2018
911.2
4.3
425.7
458.2
23.0
€m
€m
Total
assets
Miscellaneous
intangible
Member and
customer
relationships
licences
€m
0.1
2,865.6
1.0
Acquisitions
6.7
19.4
56.6
115.6
142.1
through business
244.1
969.1
1,293.5
31 Dec 2018
Balance as at
0
4.1
18.5
combinations
0
0
0
1.1
-6.3
-0.1
0.1
differences
Exchange rate
609.3
0
0
10.0
2.9
0
0
596.4
-0.3
1.7
-0.6
0.4
0
0
Reclassifications
0.7
0
0.8
0
0.5
-32.5
-1.2
-31.2
-0.1
0
Amortisation
Exchange rate differences
-0.1
-0.1
Balance as at 31 Dec 2019
0
4
<3
Key assumptions used for impairment tests in 2019
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
189
1,040.9
4.9
486.8
524.7
24.5
9.7
1.2
8.5
0
1.0
Exchange rate differences
-29.4
-1.1
-28.2
-0.1
0
Amortisation
0.4
0.4
0
0
0
Additions
66.2
0.2
64.1
3.1
4.3
0
110.4
1.0
44.0
65.4
0
Additions
business combinations
Acquisitions through
952.7
4.0
464.7
460.0
24.0
Balance as at 31 Dec 2018
0
0.1
53.6
2.4
n.a.
31.3
CAGR¹)
CSD-R
6.2
5.2
n.a.
37.9
1CAS Custody & Portal
3.9-5.1
2.9-4.1
71.8
59.1
TARGET2-Securities (T2S)
31.8
LMP
9.9
9.0
Trading platform of 360T group
360T (foreign exchange)
n.a.
5.0
4.7
12.1
IFS Unity
IFS (Investment Fund Services)
n.a.
4.9
6.3
10.9
Customer Onboarding
6.2
4.9 - 5.2
Clearstream (post-trading)
18.4
OTC CCP
1.5-4.9
Eurex Clearing Prisma
T7 trading platform for derivatives
C7
Eurex (financial derivatives)
Carrying amounts of material software and software in development as well as remaining amortisation
periods of software applications
Additions to software mainly relate to the implementation of the European Central Securities Depositories
Regulation (CSDR) in the Clearstream (post-trading) segment and the development of the Investment
Fund Services in the IFS segment.
Carrying amount") as at
E>
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Software, payments on account and software in development
31 Dec 2019
€m
31 Dec 2018
€m
11.9
12.1
1.3-4.7
0.3-3.7
16.8
9.6
0.9-4.9
0.4 -4.9
20.5
16.7
2.5-4.9
1.5-4.9
36.9
34.5
Remaining amortisation period as at
31 Dec 2019 31 Dec 2018
years
years
0.3-4.9
18.5
2.8-6.9
1.8 6.9
Acquisitions
2,770.9
6.7
19.3
19.6
113.2
through business
142.1
18.4
969.0
1,293.4
1 Jan 2018
Balance as at
Total
€m
189.2
combinations
0
0.1
0
0.9
0.1
0
0.1
differences
Exchange rate
90.6
0
0
36.5
0
0
54.0
0
€m
€m
€m
€m
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
188
The recoverable amount was measured at fair value less costs to sell, using a discounted cash flow
model (level 3 inputs).
The impairments tests carried out at Deutsche Börse Group in 2019 resulted in impairment losses
totalling €1.8 million (2018: €36.7 million). Impairment losses of €1.8 million (recoverable amount:
negative) were disclosed in the fourth quarter of 2019 in the “depreciation, amortisation and impairment
losses" item and relate to the carrying amount of the Regulatory Reporting Hub IT platform in the Data
segment. The impairment was due to the discontinuation of the SFTR services, which led to a significant
downgrade of revenue projections in line with preliminary customer feedback.
1) Individual releases of a software application are combined and reported as a single asset
3.9 - 5.5
2.9-4.9
8.4
9.1
T7 trading platform for the cash markets
Xetra (cash equities)
Further information
0.5
Goodwill and other intangible assets from business combinations
<3
€m
€m
€m
€m
Xetra
Data
IFS
EEX
GSF
360T
STOXX)
Clearstream
Eurex
€m
(former
Qontigo
Changes in goodwill classified by (groups of) CGUS
Allocated
1.5
(Group of) CGUS
1.5
8.5
6.5
0.9
142.1
GSF
3.1
9.0
2.5
8.7
6.5
0.9
244.1
360T
13.0
1.8
EEX
115.6
Data
6.7
10.2
1.5
7.4
6.5
0.9
56.6
IFS
6.3
9.2
1.5
7.7
6.5
0.9
0.8
19.4
4.7
7.4
%
€m
Rate
Rate
Growth
Discount
%
Market Risk
Premium
Value
Risk-Free
Book
Perpetuity
Allocated
CAGR¹)
interest rate
%
%
Net
Revenue
%
6.5
0.9
969.1
Clearstream
3.9
8.0
1.0
7.2
6.5
0.9
1,293.5
Eurex
Goodwill
%
Operating Costs
1.0
0.9
6.5
7.5
4.5
7.1
1.5
7.3
6.5
0.8
360TGTX
13.9
6.5
11.5
2.5
7.9
6.5
0.8
EEX Core
1.7
2.9
6.5
190
Even in case of a reasonably possible change of the parameters, none of the above-mentioned CGUs, or
groups of CGUs, would be impaired.
1) CAGR compound annual growth rate in detailed planning period
3.6
3.9
1.0
7.3
6.5
0.8
0.2
Structured Products
9.4
12.4
2.5
9.9
19.9
360T Core
10.0
13.6
6.5
0.9
6.7
Xetra
7.4
8.6
1.5
7.5
6.5
0.9
18.5
STOXX
4.2
6.5
1.5
7.3
Key assumptions used for impairment tests in 2018
1.0
- 0.5
1.5
9.4
6.5
2.9
28.0
Nodal
8.0
7.9
1.5
7.6
6.5
0.8
420.0
STOXX
Trade names and exchange licenses
3.2
Perpetuity
1) CAGR compound annual growth rate in detailed planning period
2.9
7.5
-0.2
245.2
20.7
13.2
1.5
7.3
7.4
-0.2
608.5
3.3
3.1
1.0
7.0
7.5
2.0
11.1
6.7
66.3
6.0
8.0
1.5
6.7
7.5
-0.2
119.5
2.6
4.6
1.5
8.1
7.5
-0.2
142.1
7.5
-0.2
-0.2
3.9
Costs
Revenue
Rate
Operating
Net
%
%
%
Premium
Growth
Discount
Market Risk
Risk-Free
interest rate
%
Book
Value
€m
Rate
%
%
Goodwill
4.9
1.0
5.8
7.5
-0.2
1,293.6
Xetra
Data
IFS
EEX
GSF
360T
Qontigo
Clearstream
Eurex
969.0
7.5
7.8
1.5
0.2
14.3
EEX
4.5
8.7
2.0
7.5
7.7
0.2
19.9
360T
7.2
9.0
1.5
7.5
7.0
1.5
5.6
1.0
7.0
7.5
0.2
0.2
Structured Products
12.0
21.3
2.0
8.6
6.0
2.3
1.7
360TGTX
4.5
8.0
6.0
2.3
28.6
2.8
1.0
6.2
7.5
-0.2
6.7
5.5
3.6
1.5
7.6
7.5
-0.2
19.5
5.5
9.9
3.1
2.5
Trade names and exchange licences
420.0
Nodal
16.9
26.6
1.5
8.5
6.0
2.3
64.3
Axioma
3.4
8.3
187
7.8
7.5
0.2
STOXX
5,008.4
Trade
92.5
Liabilities
18.3
3.8
-2.9
-2.0
Tax loss carryforwards
Deferred taxes (before netting)
15.9
2.8
0
0
195.6
136.2
-297.5
-226.4
thereof recognised in profit and loss
135.4
87.3
-295.6
-224.5
thereof recognised in other comprehensive income">
60.2
48.9
-1.9
-1.9
Netting of deferred taxes
-71.2
-0.1
-0.1
13.9
14.7
Financial assets
63.8
50.3
-265.8
-210.9
47.4
43.0
-59.0
-31.8
16.4
7.3
-206.8
-179.1
-31.9
1.2
-5.2
-2.3
Other assets
3.1
3.7
-8.4
-2.4
Provisions for pensions and other employee benefits
78.6
61.4
-15.1
-8.7
Other provisions
0.3
Other
71.2
Total
Effects from intra-group restructuring
-12.3
-20.5
10.4
13.1
-11.8
-9.4
0.3
1.0
7.7
-5.1
-5.0
-10.9
Other
Income tax expense arising from current year
Income taxes for previous years
Income tax expense
16.1
4.0
369.0
284.5
-6.4
19.2
362.6
303.7
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 26 per cent assumed for 2019 (2018: 27 per cent).
As at 31 December 2019, the reported tax rate was 25.9 per cent (2018: 26.3 per cent).
Effects from changes in tax rates
Tax effects from loss carryforwards
Effects of tax-exempt income
Effects of non-deductible expenses
124.4
104.3
-226.3
-194.5
1) See note 15 for further information on deferred taxes recognised in other comprehensive income
Short-term elements of deferred taxes are recognised in non-current assets and liabilities, in line with
IAS 1 "Presentation of Financial Statements".
At the end of the reporting period, accumulated unused tax losses amounted to €39.5 million (2018:
€30.5 million), for which no deferred tax assets were recognised. The unused tax losses are attributable
to domestic losses totalling €4.6 million and to foreign tax losses totalling €34.9 million (2018:
domestic tax losses €0.2 million, foreign tax losses €30.3 million).
The losses can be carried forward indefinitely in Germany subject to the minimum taxation rules. In the
US, losses may be carried forward for a maximum period of 20 years, provided they were incurred
before 1 January 2018. In accordance with the latest tax reform in the US, adopted at the end of
December 2017, losses incurred after 31 December 2017 may be carried forward indefinitely, taking
into account newly introduced minimum taxation rules. In all other countries, losses can be carried
forward indefinitely.
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates or
on gains from the disposal of subsidiaries and associates in the reporting period (2018: nil).
183
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
31.9
Notes | Consolidated income statement disclosures
<3
Reconciliation from expected to reported tax expense
2019
2018
€m
€m
Earnings before tax (EBT)
Expected tax expense
1,398.4
1,156.8
363.6
312.3
Effects of different tax rates
Further information
Internally developed Software
Intangible assets
€m
0.7
0
0.1
5.2
64.4
83.8
10. Income tax expense
Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates
income. If it is probable that the tax authorities will not accept the disclosed amounts or the legal
assessments on which the Group's tax declarations are based (uncertain tax positions), tax liabilities are
recognised based on the best possible estimate of expected cash outflows. Tax assets are recognised if it
is considered likely that they will be realised. The recognition of uncertain tax positions is reassessed if
there is a change in the underlying facts or their legal assessment (e.g. change in case law).
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled. These differences are used to calculate deferred tax
assets or liabilities.
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 unused tax loss carryforwards
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.
181
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
Composition of income tax expense
Current income tax expense/(income)
for the current year
for previous years
Deferred income tax expense/(income)
due to temporary differences
due to tax loss carryforwards
due to changes in tax legislation and/or tax rates
Total
Allocation of income tax expense to Germany and foreign jurisdictions
Current income tax expense
0
Total
Interest expense on lease liabilities
Expense from other financial liabilities FVPL
1,040.9
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
Composition of financial expense
<3
2019
2018
€m
€m
Interest expense from financial liabilities measured at amortised cost
48.2
Germany
47.5
3.1
26.7
Interest expense from financial assets measured at amortised cost
Expense of the unwinding of the discount on pension provisions
2.8
3.1
2.8
Transaction cost of financial liabilities measured at amortised cost
2.2
1.8
Other interest expense
0.2
1.4
Expense from derivatives
Interest expense on taxes
Foreign jurisdictions
Deferred income tax expense/(income)
Germany
102.0
-15.4
-36.0
-6.4
-5.9
-9.0
-30.1
362.6
303.7
Tax rates of 27.4 to 31.9 per cent (2018: 27.4 to 31.9 per cent) were used in the reporting period to
calculate income taxes for the German Group companies. These reflect trade income tax at rates of
11.6 to 16.1 per cent (2018: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2018: 15 per
cent) and the 5.5 per cent solidarity surcharge (2018: 5.5 per cent) on corporation tax.
A tax rate of 24.9 per cent (2018: 26.0 per cent) was used for the Luxembourgian Group companies,
reflecting trade income tax at a rate of 6.7 per cent (2018: 6.7 per cent) and corporation tax at 18.2 per
cent (2018: 19.3 per cent).
Tax rates of 10.0 to 34.6 per cent (2018: 10.0 to 34.6 per cent) were applied to the Group companies
in the remaining countries; see ☑note 34.
In the year under review, Deutsche Börse Group did not utilise any previously unrecognised tax loss
carryforwards (2018: nil). There was no deferred tax income from previously unrecognised tax losses
(2018: €0.7 million). As in the previous year, there were no effects resulting from changes of the
impairment of deductible temporary differences.
132.6
The following table shows the carrying amounts of deferred tax assets and liabilities as at the reporting
date by line item or loss carryforward:
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated income statement disclosures
Further information
Composition of deferred taxes
<3
Deferred tax assets
Deferred tax liabilities
31 Dec 2019
€m
31 Dec 2018
€m
31 Dec 2019
€m
31 Dec 2018
182
184
237.7
339.7
Foreign jurisdictions
Total
<3
2019
2018
€m
€m
378.0
339.7
384.4
320.5
-6.4
19.2
245.4
- 15.4
-22.7
-12.0
-0.4
-1.6
7.7
-22.4
362.6
303.7
2019
2018
€m
€m
378.0
-36.0
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
2.5
Financial statements
3.2
98.4
1,023.3
Amortisation
18.6
79.4
0
0
29.4
127.4
Impairment losses
0
31.5
0
5.2
0
36.7
Disposals from change in
scope of consolidation
Disposals
0
-0.4
0
0
-0.4
-106.8
0
0
680.4
241.3
1 Jan 2018
0
0
0
-2.3
Reclassifications
0
17.9
0
-17.9
-0.1
-0.1
Exchange rate differences
-1.0
0
0.2
0
0.7
-4.5
Historical cost as at
31 Dec 2019
296.8
1,147.2
3,470.5
102.4
1,199.8
6,216.7
Amortisation and
impairment losses as at
-4.4
0
-0.2
-108.4
0
0
-0.1
0
-0.3
Amortisation and
impairment losses as at
31 Dec 2019
170.9
868.6
0
9.9
158.9
1,208.3
Carrying amount as at
31 Dec 2018
35.8
285.2
2,865.6
952.7
4,191.6
Carrying amount as at
31 Dec 2019
125.9
278.6
3,470.5
Management report
-0.2
Exchange rate differences
-2.3
0
Amortisation and
impairment losses as at
31 Dec 2018
153.1
790.9
0
8.2
126.4
1,078.6
Amortisation
20.3
77.7
0
-1.4
0
130.5
Impairment losses
0
0
0
1.8
0
1.8
Disposals
-2.3
0
0
0
32.5
-2.3
52.3
123.0
Intangible assets
Payments on
<3
Internally
Purchased
developed
account and
software in
Other
intangible
software
€m
software
€m
Goodwill
development
assets
Total
€m
€m
€m
€m
Historical cost as at
1 Jan 2018
277.9
965.9
2,770.9
90.0
1,009.6
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Notes Consolidated balance sheet disclosures
Further information
<3
Disposals
Consolidated balance sheet disclosures
11. Intangible assets
Recognition and Measurement
Purchased software is generally amortised based on the projected useful life. The amortisation period for
intangible assets with finite useful lives is reviewed at a minimum at the end of each financial year. If
the expected useful life of an asset differs from previous estimates, the amortisation period is adjusted
accordingly.
The other intangible assets were largely acquired within the context of business combinations and refer
to exchange licences, trade names and customer relationships. The acquisition costs correspond to the
fair values as at the acquisition date. Depending on the relevant acquisition transaction, the expected
useful life is 5 years for trade names with finite useful lives, 4 to 24 years for participant and customer
relationships, and 2 to 20 years for other intangible assets.
Exchange licences as well as certain trade names have no finite useful lives, and, in addition, there is an
intention to maintain the exchange licences as part of the general business strategy; therefore, an
indefinite useful life is assumed.
Intangible assets are derecognised on disposal or when no further economic benefits are expected to
flow from them.
Impairment tests
At each reporting date, the Group assesses whether there are any indications that an intangible asset
may be impaired. If this is the case, the 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.
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing use
of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be
determined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset
I can be allocated is determined.
5,114.3
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 at least once a year. Impairment tests for
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
<3
(group of) CGUs with allocated goodwill are carried out on 30 September every financial year. If the
estimated recoverable amount of the asset or CGU is lower than the respective carrying amount, an
impairment loss is recognised and the net carrying amount of the asset or CGU, respectively, is reduced
to its estimated recoverable amount.
At the acquisition date, goodwill is allocated to the CGU, or groups of CGUs, that is/are expected to
create synergies from the relevant acquisition. If changes arise in the structure of CGUs, for example
through a new segmentation, goodwill is allocated taking into account the relative fair values of the
newly defined CGUs. Irrespective of any indications of impairment, these items must be tested for
impairment at least annually at the lowest level of impairment at which Deutsche Börse Group monitors
the respective goodwill. An impairment loss is recognised if the carrying amount of the CGU, or groups
of CGUs, to which goodwill is allocated (including the carrying amount of that 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.
The recoverable amount of the (groups of) CGUs was determined based on the fair value less costs to
sell. Only if the fair value less costs to sell did not exceed the carrying amount, the value in use was
determined. Given that no active market was available for the (groups of) CGUs, the determination of fair
values less costs to sell was based on the discounted cash flow method (level 3 input factors). The
detailed planning period covers a respective time period of five years; for (groups of) CGUs, which have
been allocated an asset with an indefinite useful life, such time period ends in perpetuity. Individual
costs of capital are determined for each (group of) CGU(s), for the purpose of discounting projected cash
flows. These capital costs are based on data incorporating beta factors, borrowing costs, as well as the
capital structure of the respective peer group. Pricing, trading volumes, assets under custody, market
share assumptions or general business development assumptions are based on past experience or
market research. Other key assumptions are mainly based on external factors and generally correspond
to internal management planning. Significant macroeconomic indicators include, for instance, equity
index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP growth,
unemployment levels and government debt. When calculating value in use, the projections are adjusted
for the effects of future restructurings and performance investments, if appropriate.
At each reporting date, the Group assesses whether there are any indications that an impairment
recognised for non-current assets in previous years (except goodwill) does no longer apply. 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. Deutsche Börse Group does not reverse any
goodwill impairments.
186
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
185
Acquisitions from business
Capitalised development costs are amortised from the date of first use of the software using the straight-
line method over the asset's 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 or settlement systems, and for certain enhancements of these
systems.
5.0
0
0
0.3
4.1
0
4.3
8.7
Historical cost as at
31 Dec 2018
188.9
1,076.1
2,865.6
60.5
1,079.1
5,270.2
Acquisitions through
business combinations
95.5
609.3
15.2
110.4
830.4
15.7
53.0
9.7
44.6
combinations
0
-74.0
Additions
74.0
90.6
66.2
0
161.8
Disposals from change in
scope of consolidation
Additions
Disposals
Reclassifications
Exchange rate differences
0
-0.5
0
0
0
0
13.2
-0.5
-108.9
-1.4
-0.3
0
0
-107.2
0
36.4
0
0.4
44.8
94.8
Executive and Supervisory Boards | Report of the Supervisory Board
■ Know-your-customer processes at the Clearstream and Eurex subgroups
■ Integration within the scope of company acquisitions
Implemenation of new regulatory requirements
Sustainability activities of Deutsche Börse Group
■ Impact of potential Brexit scenarios
■ Risk management in the Eurex subgroup
Management of product risks
Operational risk, information security and business continuity management
■
■ Deutsche Börse Group's risk strategy and risk culture
▪ Ongoing enhancements to Group-wide compliance and risk management and the harmonisation
of internal control systems
Risk Committee (five meetings during the reporting period, including one joint meeting with
the Technology Committee)
■ Dealing with the suitability assessment, effectiveness review and training schedule
Strategy Committee (two meetings during the reporting period)
■ Review of Supervisory Board remuneration and elaboration of a recommendation on adjusting
Supervisory Board remuneration to the plenary meeting
▪ Review and preparation of a recommendation to the plenary meeting to adjust the Executive Board
remuneration system and Executive Board service contracts; review of the appropriateness of Executive
Board remuneration, and of members' pensionable income
<3
Further information
Note
Financial statements
13
Gruppe Deutsche Börse | Annual report 2019
Management report
■ Discussion about the quarterly compliance and risk management reports
■ Preparations for the election of the shareholder representatives to the Supervisory Board by the
ordinary Annual General Meeting 2019
■ Conception and implementation of a holistic technology transformation
■ Consultation on further M&A opportunities
-
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.
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) audited the annual financial
statements of Deutsche Börse AG, the consolidated financial statements and the combined management
report, including the combined non-financial statement for the financial year ended 31 December 2019,
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 2019 were reviewed by KPMG. The documents relating to the financial statements and the
reports by KPMG were submitted to us for inspection and examination in good time. The lead auditors,
Klaus-Ulrich Pfeiffer and Sven-Olaf Leitz, attended the relevant meetings of the Audit Committee and the
plenary meeting of the Supervisory Board convened to approve the financial statements. The auditors
reported on the key results of the audit; in particular, they focused on the net assets, financial position
and results of operations of the company and Group, and were available to provide supplementary
information. The auditors 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 requirements did not give rise to
any objections. KPMG provided information on other services that it had rendered in addition to its audit
services. There were no grounds for suspecting that the auditors' independence might be impaired.
■ Personnel matters: discussion of succession planning for the Executive Board and management level;
search for (and preliminary selection of) candidates to succeed Hauke Stars; preparation of a
recommendation to the plenary meeting concerning the re-appointment of Theodor Weimer
Audit of the annual and consolidated financial statements
The Mediation Committee is set up by law. Pursuant to section 31(3) of the MitbestG, it submits
proposals to the Supervisory Board for the appointment or dismissal of Executive Board members when
a two-thirds majority has not been reached. The Mediation Committee only convenes as required. There
was no need for the Mediation Committee to hold a meeting during the year under review.
Mediation Committee (no meetings during the reporting period)
The Chairman's Committee convenes on the initiative of the Chairman of the Supervisory Board; it deals
with time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. There
was no need for the Chairman's Committee to hold a meeting during the year under review.
<3
Chairman's Committee (no meeting during the reporting period)
Further information
Note
■ Consultation on the scheduled acquisition of Axioma, Inc. and the merger with Deutsche Börse Group's
index businesses to form a fully integrated information provider
Financial statements
Executive and Supervisory Boards | Report of the Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
Preparations for the new election of the Supervisory Board Chair after the Annual General Meeting
2020
Chairman Selection Committee (three meetings during the reporting period)
■ Information security, IT risk management and cyber resilience
■ Development of an information security compliance programme; introduction of the COBIT model and
installation of an IT audit management function to ensure regulatory compliance
Dealing with automation and DLT/blockchain technologies and their possible methods of
implementation
■ Cloud computing, migration strategies, and relevant security standards
■ Refinement of Deutsche Börse Group's IT strategy
Technology Committee (four meetings during the reporting period, including one joint meeting
with the Risk Committee)
■ Process to develop the growth strategy "Roadmap 2020"
■ Consultation on the planned acquisition of Fondcenter AG, a spin-off of UBS AG's fund distribution
business
Management report
14
Gruppe Deutsche Börse | Annual report 2019
Nomination Committee (five meetings during the reporting period)
At a Supervisory Board workshop on 18 September 2019 on legal and compliance topics we again
dealt intensively with Clearstream's legal disputes in the US.
At the regular meeting on 19 September 2019 we dealt in depth with the post-trading business
strategy. Once again, we made extensive enquiries about the status quo of the investigation proceedings
relating to cum/ex transactions at Deutsche Börse Group, discussing them with the Executive Board. We
also convened the Chairman Selection Committee, a committee whose responsibility it was to propose a
candidate for the succession as Chairperson of the Supervisory Board to the Supervisory Board as of the
Annual General Meeting 2020. Barbara Lambert, Chairperson of the Audit Committee, took over the
chair of this temporary committee. Once again, we addressed issues regarding the Executive Board
remuneration system and a potential adjustment of basic Supervisory Board remuneration. Finally, we
resolved an updated version of the Guideline on Reimbursability of Expenses and on Private Use of Work
Equipment for Deutsche Börse AG's Executive Board.
Sustainable finance and Deutsche Börse Group's sustainability activities were a topic we discussed in
detail at a Supervisory Board workshop on 18 June 2019, during which external experts also informed
us about the EU Action Plan: Financing Sustainable Growth and about the relevance of ESG services
rendered by companies – from the view of investors.
<3
Further information
Note
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
Gruppe Deutsche Börse | Annual report 2019
11
At our regular meeting on 18 June 2019, we addressed in detail the new, multi-year personnel strategy
and succession planning for Deutsche Börse Group AG's Executive Board. Furthermore, the Executive
Board informed us about the preparations for the upcoming change of external auditors, to be resolved
by the Annual General Meeting in 2021. We also concerned ourselves with the status quo of the
investigation proceedings regarding securities transactions of market participants over the dividend date
(cum/ex transactions) and gained an overview of the current status of Clearstream's legal disputes in the
US. The audit results concerning Clearstream's and Eurex Clearing's compliance with the Minimum
Requirements for Risk Management (MaRisk) and other findings by the supervisory authorities were also
discussed, and the measures taken addressed. We also adopted a resolution on amending the bylaws for
the Executive Board - to lower the threshold at which a company acquisition requires approval by the
Supervisory Board.
Based on our previous intensive discussions and a corresponding recommendation by the Audit
Committee, on 07 November 2019 the Supervisory Board resolved to propose to the Annual General
Meeting 2021 that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, with registered
offices in Frankfurt am Main, take over the role as external auditors of the annual financial statements
and the consolidated financial statements as of financial year 2021.
Gruppe Deutsche Börse | Annual report 2019
Management report
Financial statements
Note
Further information
<3
Our technology workshop on 08 March 2019 focused on the comprehensive changes regarding our
employees' workplace (regarding software applications and equipment). This simplifies the implement-
tation of cloud technology and improves user-friendliness, data security, and operating stability.
At the regular meeting on 08 March 2019, we discussed Deutsche Börse AG's financial statements
2018 as well as the consolidated financial statements for 2018 and the remuneration report, in the
presence of the external auditors. We approved the 2018 financial statements and consolidated financial
statements, having carried out our own detailed examination, in line with the recommendation of the
Audit Committee. The Committee had previously examined the documents in depth, in preparation for
our meeting. We also adopted the report of the Supervisory Board for 2018, the combined corporate
governance statement and corporate governance report in an amended version, as well as the agenda for
the 2018 Annual General Meeting. In addition, we adopted a resolution on which candidates were to be
proposed to the Annual General Meeting for election to the Supervisory Board. We concerned ourselves
with the programme on IT transformation in detail and discussed the staff report.
At the extraordinary meeting on 05 April 2019 and after detailed consultation, we approved the
scheduled acquisition of Axioma, Inc. and the merger with Deutsche Börse Group's index businesses, to
form a fully integrated information provider.
At another extraordinary meeting on 29 April 2019, we addressed issues regarding Executive Board
remuneration.
Our own examination – during a plenary meeting - of the 2019 annual financial statements,
consolidated financial statements and the combined management report, including the non-financial
statement, 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 06 March 2020, in line with the Audit Committee's
recommendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted.
The Audit Committee discussed the Executive Board's proposal for the appropriation of the unappro-
priated surplus (Bilanzgewinn) in detail with the Executive Board, focusing on the company's liquidity
and financial planning, and taking shareholders' interests into account. Following this discussion and its
own examination, the Audit Committee concurred with the Executive Board's proposal for the
appropriation of the unappropriated surplus. After examining this ourselves, the plenary meeting of the
Supervisory Board also approved the Executive Board's proposal.
At the Supervisory Board's strategy workshop on 29 April 2019, we had intensive discussions
concerning details for the index and data business strategy, and also addressed current M&A projects.
Furthermore, the Executive Board informed us about the preparations for the investor day 2019. The
results of the annual employee survey were presented to the Supervisory Board and discussed within the
context of a new, multi-year personnel strategy to be elaborated by the Executive Board. Finally, we also
dealt with our plan to establish a market infrastructure for digital assets based on distributed ledger
technology (DLT).
At another Supervisory Board technology workshop on 30 April 2019 we learned everything about
state-of-the-art technology and future potential applications for quantum computing in the financial
Executive and Supervisory Boards | Report of the Supervisory Board
At the regular meeting on 05 December 2019 we resolved the budget for 2020 and nominated Martin
Jetter as candidate for the Supervisory Board chairmanship as of the Annual General Meeting 2020. We
also attended to the planned acquisition of Fondcenter AG, a spin-off of UBS AG's fund distribution
business, and agreed to the transaction. We gained an overview of the development of recently acquired
companies and of the equity investments within the company's corporate venture activities. We also
concerned ourselves once again with the status quo of the investigation proceedings regarding cum/ex
transactions. The Executive Board also provided us with a status report on the processing of findings
from the regulatory reviews. We discussed and adopted the results of our annual effectiveness review in
accordance with section 5.6 of the German Corporate Governance Code, the annual suitability
assessment of the Supervisory Board and the Executive Board, as well as the upcoming year's training
plan for the Supervisory Board. Furthermore, we adopted the declaration of compliance pursuant to
section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) for the 2019 financial year. The
declaration of compliance is available at www.deutsche-boerse.com/declcompliance. We also
discussed the results of our examination of appropriateness of Executive Board remuneration. We
adopted changes to the Executive Board remuneration system as of the beginning of 2020, deciding to
propose an adjustment of basic Supervisory Board remuneration to the Annual General Meeting.
The Supervisory Board's meetings in the reporting year were held at the Group's headquarters, as well
as at our office in Luxembourg.
After every meeting, we held open and effective exchanges within the Supervisory Board, without the
presence of the Executive Board members.
■ Investigation proceedings relating to cum/ex transactions
Management of regulatory changes
"
■ Management of outsourcings and control frameworks for intellectual property
■ Measures to close internal and external audit findings
Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of compliance in accordance
with section 161 of the AktG
reports as well as on the corporate governance statement in accordance with section 289f of the
Preparation of the Supervisory Board's resolution on the corporate governance and remuneration
-
■ Discussion and formal adoption of the Audit Committee's tasks for the coming year
■ Deutsche Börse AG's dividend and the Group's budget
■ Internal control systems: discussion of questions relating to risk management, compliance and capital
market compliance, the internal control and audit system; discussion of the methods and systems used
and their efficiency, adequacy and effectiveness
Preparations for the change of external auditors as of financial year 2021
■
▪ External auditors: obtaining the statement of independence from the external auditors and monitoring
the external auditors' independence; issuing the engagement letter to the external auditors; preparing
the Supervisory Board's proposal to the Annual General Meeting concerning the election of the external
auditors; agreeing the external auditors' fee; defining the focal areas of the audit; discussing non-audit
services rendered by the external auditors and the assignment of the external auditors to conduct an
audit of the combined non-financial statement
■ Accounting: examination, in the presence of the external auditors, of the annual financial statements of
Deutsche Börse AG and of the consolidated financial statements, of the combined management report
and the audit report, as well as of the half-yearly financial report and the quarterly statements
■ Financial issues, especially capital management and tax items
Audit Committee (six meetings during the reporting period)
During the year under review, the Supervisory Board had seven committees at its disposal; and, for a
limited time only, another committee in the form of the Chairman Selection Committee. The committees
are primarily responsible for preparing the decisions to be taken by, and topics to be discussed in, the
plenary meetings. Additionally, the Supervisory Board delegated individual decision-making powers to
the committees, to the extent that this is legally permissible. The individual committee chairs report in
detail to the plenary meetings on the work performed by their committees. The Chairman of the
Supervisory Board chairs the Nomination Committee, the Strategy Committee, the Chairman's
Committee and the Mediation Committee. The latter two were newly created with the expansion of the
Supervisory Board and the introduction of equal representation in 2018. Details on the members and
duties of the Supervisory Board committees in 2019 can be found in the “Combined corporate
governance statement and corporate governance report" section of the combined management report.
The committees focused on the following key issues:
<3
Committee work
Further information
Note
Financial statements
Management report
Executive and Supervisory Boards | Report of the Supervisory Board
12
■ Executive Board remuneration: discussion of the extent to which the members of the Executive Board
had achieved their targets; determination of the variable remuneration for Executive Board members for
2018; preliminary discussion of the extent to which individual members of the Executive Board have
achieved their targets for 2019; adoption of the individual targets for the members of the Executive
Board for 2020; discussion of the remuneration report and the share ownership guidelines
15
Reporting segments
Executive and Supervisory Boards | Report of the Supervisory Board
■ Electronic trading of foreign exchange (360T®)
■ Central counterparty for traded cash market and derivative products
■ Electronic trading of electricity and gas products as well as emission rights (EEX group)
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■C7Ⓡ electronic clearing architecture
▪ Eurex Repo® OTC trading platform
■ Electronic trading of derivatives (Eurex Exchange)
Business areas
Data (data business)
Qontigo (index and analytics
business)
IFS (Investment Fund Services)
GSF (collateral management)
Clearstream (post-trading)
Xetra (securities trading)
360T (foreign exchange)
EEX (commodities)
Eurex (financial derivatives)
Reporting segment
Deutsche Börse Group's reporting segments
This structure serves as a basis for the Group's internal management and financial reporting (see the
following table entitled “Deutsche Börse Group's reporting segments" for details).
Deutsche Börse Group's business is divided into nine segments: Eurex (financial derivatives), EEX
(commodities), 360T (foreign exchange), Xetra (securities trading), Clearstream (post-trading), IFS
(investment fund services), GSF (collateral management), Qontigo (index and analytics business) and
Data (data business).
Gruppe Deutsche Börse | Annual report 2019
Further information
Notes
■ Central counterparty for OTC and exchange-traded derivatives
■ Cash market with the trading venues Xetra®, Börse Frankfurt and Tradegate
■ Central counterparty for equities and bonds
■ Listing
sector.
20
20
The responsibilities of the Chief Executive Officer (CEO) include the Group's strategy, M&A activities,
communications, legal affairs as well as regulatory matters, and Group Audit. The duties of the Chief
Financial Officer (CFO) comprise, among other things, financial reporting and controlling, risk
management, compliance and investor relations. The Trading & Clearing division bundles derivatives
trading and the clearing houses of Deutsche Börse Group. The electronic foreign exchange trading
platform 360TⓇ, as well as EEX Group, also belong to this division. The Post-Trading, Data & Index
division includes Clearstream's settlement and custody business, the reporting segments IFS (Investment
Fund Services), and GSF (Collateral Management), as well as the data, index and analytics businesses.
Deutsche Börse Group's cash market businesses – comprising the trading venues Xetra, Frankfurt Stock
Exchange, and the certificates and warrants business - are assigned to the Cash Market, Pre-IPO &
Growth Financing division. The division is also responsible for building up a pre-IPO market, establishing
tools for growth financing. Human Resources completes this area of responsibility. The Chief Information
Officer/Chief Operating Officer (CIO/COO) division combines Deutsche Börse Group's IT activities and
market operations. Technological transformation and digitalisation are the key areas of focus for this
division.
Organisational structure
The Executive Board manages the company at its own responsibility; the Chief Executive Officer (CEO)
coordinates the activities of the Executive Board members. In the 2019 financial year, the Executive
Board of Deutsche Börse AG comprised six members. The remuneration system and the remuneration
paid to individual members of the Executive Board of Deutsche Börse AG is explained in more detail in
the remuneration report.
The Supervisory Board appoints, supervises and advises the members of the Management Board, and is
directly involved in decisions of fundamental importance to the Group. 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, although the Annual General Meeting may determine a shorter
term of office when electing members. As Deutsche Börse AG has more than 2,000 employees in
Germany, members of the Supervisory Board must be appointed in accordance with the provisions of the
Mitbestimmungsgesetz (German Co-Determination Act). Deutsche Börse's Supervisory Board comprises
eight shareholder representatives and eight employee representatives in order to meet the growing
demands placed upon Supervisory Board members in connection with the Company's growth and that of
the Group as a whole, particularly with regard to the diversity and internationalisation of Supervisory
Board work. Further details can be viewed in the ☑"Combined declaration on corporate management
and corporate governance report" section.
The Annual General Meeting rules on the appropriation of the unappropriated surplus, appoints the
shareholder representatives on the Supervisory Board and approves the actions of the Executive Board
and the Supervisory Board. In addition, it rules on corporate actions and other matters governed by the
Aktiengesetz (AktG, German Stock Corporation Act).
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of
responsibility.
<3
Management
Financial statements
Further information
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
19
■ Marketing of licences for trading and market signals
■Technology and reporting solutions for external clients
■ Link-up of trading participants
■ Innovative portfolio management and risk analysis software
■ Development and marketing of indices (STOXX® and DAX®)
■ Services for global securities finance and collateral management as well as collateralised money
market transactions, repo and securities lending transactions
■ Investment fund services (order routing, settlement and custody)
■Custody and settlement of securities
Notes
Management report | Fundamental information about the Group
<3
Gruppe Deutsche Börse | Annual report 2019
management report
Combined
Executive and Supervisory Boards
Chairman of the Supervisory Board
Joachim Faber
Fendi Bel
for the Supervisory Board
Frankfurt am Main, 06 March 2020
The Supervisory Board would like to thank the Executive Board and all employees for their strong
commitment and excellent achievements in 2019.
No conflicts of interest arose with regard to individual Supervisory Board members during the reporting
period.
Management of individual conflicts of interest
18 Fundamental information about the Group
Furthermore, Hauke Stars informed us in the year under review that she would not be available for a
third term of office as member of Deutsche Börse AG's Executive Board after her appointment ends in
November 2020. We have already begun the search for an appropriate successor for Hauke Stars in the
year under review.
No personnel changes were made with regard to the Executive Board in 2019.
Charles Stonehill and Clara-Christina Streit were comprehensively supported when taking up office.
We would like to sincerely thank Ann-Kristin Achleitner and Richard Berliand for their enriching and
constructive cooperation on the Supervisory Board of Deutsche Börse AG.
The Supervisory Board shall consist of sixteen members. Two out of eight members, Charles Stonehill
and Clara-Christina Streit, were newly elected to the Supervisory Board from the ranks of the shareholder
representatives. Ann-Kristin Achleitner and Richard Berliand resigned from the Supervisory Board at the
Annual General Meeting. While Richard Berliand retired at the day of the Annual General Meeting, Ann-
Kristin Achleitner's mandate ended after termination of the Annual General Meeting.
The following personnel changes were made to the Supervisory Board during the reporting period:
<3
Personnel matters
Further information
Note
Financial statements
Management report
However, during the year we declared ourselves in favour of the long-term extension of Theodor
Weimer's term of office as Chairman of Deutsche Börse AG's Executive Board until 31 December 2024.
The Supervisory Board will adopt a resolution on this at the beginning of 2020. Theodor Weimer will
reach the age of 65 in 2024. The main reason for prolonging his term of office is his comprehensive
expertise in the financial sector, the professional and personal qualifications he has proven to possess
since the beginning of his term of office in 2018, and the special role of the Chairman of the Executive
Board. Therefore, we decided against a contract extension of only one year according to the flexible age
limit for members of the Executive Board resolved by the Supervisory Board.
28 Report on economic position
16
53 Combined non-financial statement
18
Deutsche Börse Group's full group of consolidated entities is set out in ☑note 34 to the consolidated
financial statements.
Deutsche Börse AG markets the price and reference data of the systems and platforms of Deutsche
Börse Group as well as any other trading-relevant information. In addition, it develops and markets
indices and analytics solutions via its subsidiary Qontigo GmbH. Furthermore, Deutsche Börse AG
operates the Eurex Exchange futures and options market via Eurex Frankfurt AG. Commodities spot and
derivatives markets are operated by the Group's direct subsidiary European Energy Exchange AG (EEX).
Via its subsidiary 360 Treasury Systems AG (360T), Deutsche Börse AG offers a platform for foreign
exchange trading. The Group also operates the cash market at Frankfurter Wertpapierbörse (Frankfurt
Stock Exchange - FWBⓇ), with its fully electronic trading venue XetraⓇ, as well as offering trading in
structured products (certificates and warrants) in Germany via the Börse Frankfurt Zertifikate AG
exchange. The Group also offers clearing services for the cash and derivatives markets (Eurex
Clearing AG). All post-trading services that Deutsche Börse Group provides for securities are handled by
Clearstream Holding AG and its subsidiaries (Clearstream Holding group). These include transaction
settlement, the administration and custody of securities, as well as services for investment funds and
global securities financing. Deutsche Börse AG and Clearstream Services S.A. develop and operate
Deutsche Börse Group's technological infrastructure.
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2019, Deutsche Börse Group employed a total of
6,775 staff (31 December 2018: 5,640), having 105 nationalities at 41 locations in 27 countries
around the globe. As one of the largest providers of market infrastructure worldwide, the Group offers a
broad product and service range to its clients. These cover the entire financial market transaction
process chain: from the provision of market information, indices and analytical solutions (pre-trading),
the trading and clearing services on which these are based, and the settlement of transactions right
through to the custody of securities and funds, as well as services for liquidity and collateral
management (post-trading), related services for trading and clearing as well as settlement of orders right
through to custody of securities and funds, as well as services for liquidity and collateral management
(post-trading). The Group also develops and operates the IT systems that support all of these processes.
Business operations and Group structure
Overview of Deutsche Börse Group
Fundamental information about the Group
53 Report on post-balance sheet date events
<3
Combined management report
Further information
Notes
This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and
includes the combined non-financial statements according to the CSR Directive. It follows the require-
ments of the Handelsgesetzbuch (HGB, German Commercial Code) and the Deutscher Rechnungs-
legungs Standard Nr. 20 (DRS 20, German Accounting Standard No. 20).
Management report | Fundamental information about the Group
71 Risk report
Financial statements
93 Report on opportunities
96 Report on expected developments
99 Deutsche Börse AG
At the regular meeting on 08 May 2019, we discussed the forthcoming Annual General Meeting with
the Executive Board, which would be attended by Supervisory Board members Ann-Kristin Achleitner
and Richard Berliand for the last time. Once again, we addressed issues regarding Executive Board
remuneration.
105 Remuneration report
134 Combined corporate governance statement and
corporate governance report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
(disclosures based on the HGB)
-42.5
123.0
2.3
120.7
13.2
3.0
10.2
262.8
-2.7
19.1
-0.2
Notes Consolidated balance sheet disclosures
Further information
<3
None of the equity investments have been pledged as collateral by Deutsche Börse Group.
As at 31 December 2019, the fair value of these equity investments was €66.3 million (2018:
€108.8 million). Dividend payments of €1.3 million (2018: €2.9 million) from these equity investments
were recorded in net income from strategic investments. In addition, disposals led to a net gain on
realisation of €10.5 million (2018: €-7.2 million), recognised outside profit or loss in retained earnings.
Amounts recognised in profit or loss and other comprehensive income
Gains/(losses) recognised in other comprehensive income;
Dividends from equity investments held at FVOCI recognised in profit or loss
Related to investments held at the end of the reporting period
Total
2019
Financial statements
2018
€m
10.5
-7.2
1.3
2.9
11.8
-4.3
13.2 Financial assets and liabilities measured at amortised cost
Financial assets measured at amortised cost primarily include the following:
■ Trade receivables
■ Debt securities
€m
■ Receivables in connection with securities transactions
Management report
Gruppe Deutsche Börse | Annual report 2019
Trumid Holdings LLC
S.W.I.F.T. SCRL
12.5
12.5
19.1
53.8
89.7
0
42.6
8.7
6.2
Executive and Supervisory Boards
6.6
17.1
12.8
10.8
10.2
Other
10.7
12.5
Total
66.3
108.8
198
5.4
Trifacta Inc.
■ Reverse repurchase agreements
■ Central counterparty balances
€m
€m
Listed debt securities
693.0
592.1
1,285.1
1,052.0
572.4
1,624.4
Expected loss on listed
debt securities
€m
Stage 1
0
0
0
0
Total expected loss on
listed debt securities
0
0
0
0
4.5
0
Money market transactions
€m
Current
■ Restricted bank balances
■ Other cash and bank balances
Financial liabilities measured at amortised cost primarily include the following financial instruments:
■ Issued bonds and commercial paper,
■Trade payables,
■ Liabilities in connection with securities transactions as well as
■Cash deposits by market participants
199
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Total
Financial statements
Further information
Financial assets measured at amortised cost
Composition of fair value of financial assets at amortised cost
E>
31 Dec 2019
31 Dec 2018
Non-current
€m
Current
€m
Total
Non-current
Notes Consolidated balance sheet disclosures
-45.2
Digital Asset Holdings LLC
Unlisted securities
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
<3
A significant change (modification) of the contractual terms of a financial instrument measured at
amortised cost results in the derecognition of the original financial instrument and the recognition of a
new financial asset. Insignificant changes lead to an adjustment of the carrying amount, without the
relevant financial instrument being derecognised.
The Group reclassifies debt instruments when
items has changed.
-
Subsequent measurement of debt instruments
194
and only when - its business model for managing such
■ Amortised cost (aAC): Assets allocated to the "hold" business model and whose cash flows consist of
solely payments of principal and interest are measured at amortised cost using the effective interest
method, less any allowances for expected credit losses. Any gain or loss is recognised in profit or loss
at the time the asset is derecognised or impaired. Interest income is included in financial income or in
net interest income from banking business using the effective interest rate method. Foreign-exchange
gains and losses are presented in other operating income or expenses or in financial income or
expense.
▪ Fair value through other comprehensive income (FVOCI): Deutsche Börse Group did not apply the
"hold and sell" business model in the reporting period and therefore did not allocate any debt
instruments to this measurement category.
■ Fair value through profit or loss (FVPL): Financial assets that do not meet the criteria for
measurement at amortised cost or at FVOCI, are measured at FVPL. A gain or loss is recognised in
profit or loss and included as a net amount in the consolidated income statement within net income
from strategic investments in the period in which it arises.
Subsequent measurement of equity instruments
Deutsche Börse Group subsequently measures all equity investments not held for trading purposes at fair
value. Where the Group's management irrevocably opted for presenting fair value gains and losses on
equity investments in other comprehensive income, there is no subsequent reclassification of fair value
gains and losses to profit or loss following the derecognition of the investment, but a reclassification to
retained earnings. Dividends from such financial instruments are recognised in profit or loss as net
income from strategic investments when the Group's right to receive payments is established and when
such dividends are not capital repayments. As at the reporting date, Deutsche Börse Group has
designated all equity instruments as at fair value through other comprehensive income.
Impairment
Any impairment for expected credit losses for debt instruments reported at amortised cost and at fair
value through other comprehensive income are determined using a three-stage model. They represent a
forward-looking measurement of future losses that are generally subject to estimates. The expected credit
loss corresponds to either that of the coming 12 months or that of the entire lifetime of the
corresponding instrument. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. A loss allowance equal to twelve-month expected credit losses is
recognised unless the credit risk on a financial instrument has increased significantly since initial
recognition. Within Deutsche Börse Group, the expected credit losses for trade receivables are measured
based on the simplified approach, which requires lifetime expected losses to be recognised from initial
recognition of a receivable.
195
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Deutsche Börse Group allocates each debt instrument in one of the following categories:
Financial statements
Deutsche Börse Group does not make use of the option to designate financial assets at fair value through
profit or loss upon initial recognition (fair value option).
■ At fair value (either at “fair value through other comprehensive income” (FVOCI) or "fair value through
profit or loss" (FVPL))
-0.1
-0.3
346.5
7.0
353.5
The term of the leases is 15.5 years on average.
Operating leases for buildings, some of which are subleased, have a maximum remaining term of
30 years. The lease contracts usually terminate automatically when the lease expires. The Group has
options to extend some leases.
For details regarding the corresponding lease liabilities, please see note 13.2.
193
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
■ At amortised cost (aAC)
Financial statements
Further information
13. Financial instruments
<3
Financial assets and liabilities are recognised when the Deutsche Börse Group becomes a party to a
financial instrument. A financial instrument is contract that gives rise to a financial asset of one entity
and to a financial liability or equity instrument of another entity.
Financial instruments are measured at fair value upon initial recognition. The fair value of financial
instruments not measured at fair value through profit or loss has to include individually attributable
transaction costs as incidental acquisition costs which result in an increase of the fair value of financial
assets and a decrease in the fair value of a financial liability upon origination.
In accordance with IFRS 13, the fair value is defined as a selling price, which is the price that market
participants receive when selling an asset or pay when transferring a liability in the context of an orderly
transaction. The fair value is either a price determined on an active market is determined or on the on
the basis of valuation models. The relevant inputs for the respective measurement model are either
directly observable on the market or are otherwise determined using expert estimates.
Financial assets
Recognition and initial measurement
Regular way purchases and sales of financial assets are generally recognised and derecognised at the
trade date. Purchases and sales of debt instruments classified as "at amortised cost" and of equities
eligible for clearing via the central counterparties (CCPs) of Deutsche Börse Group are recognised and
derecognised at the settlement date. Financial assets are derecognised when the contractual rights to the
cash flows expire or when the company transfers these rights in a transaction that transfers substantially
all risks and rewards of ownership of the financial assets.
Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the
context of the ASLplus securities lending system and is an intermediate between lender and borrower
without becoming a contracting party from an economic perspective. Consequently, these transactions
are not recognised in the consolidated balance sheet.
Deutsche Börse Group allocates its financial assets to the following measurement categories, based on
the business model for managing the financial assets and the contractual cash flow characteristics.
Notes Consolidated balance sheet disclosures
Taiwan Futures Exchange Corp.
Notes Consolidated balance sheet disclosures
<3
Derivative financial instruments and hedge accounting
Derivative financial Instruments are measured at fair value through profit or loss unless they are hedging
instruments as part of hedge accounting. Deutsche Börse Group applies the hedge accounting principles
set out in IFRS 9. Deutsche Börse Group uses derivative financial instruments to hedge existing or
expected transactions in order to reduce interest rate risks or foreign-exchange risks. Changes in the fair
value of derivative financial instruments are measured either in profit or loss in the consolidated income
statement or, in the case of cash flow hedges, in other comprehensive income after taking into account
deferred taxes.
Hedge accounting is generally of minor significance at Deutsche Börse Group. Hedging instruments used
by Deutsche Börse Group within the context of hedge accounting are only derivatives that are used solely
as economic hedges of forecast future cash flows of highly probable transaction and not for speculative
investments, e.g. by hedging the purchase price to be paid in a foreign currency against currency risks
within the context of corporate transaction.
197
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
<3
Deutsche Börse Group's exposure to various risks associated with the financial instruments is discussed
in note 23. The maximum exposure to credit risk at the end of the reporting period is the carrying
amount of each class of financial assets mentioned above.
Upon entering into a transaction designated for hedging purposes, Deutsche Börse Group documents the
economic relation between the hedging instrument and the hedged item. The hedging relationship must
be effectively at any time, i.e. the performance of the hedging instrument must almost fully compensate
the performance of the hedged item. The dollar offset method as well as regression analyses are used to
measure effectiveness. Ineffectiveness may arise as regards the timing of the forecast future cash flows
or if the hedged item ceases to exist.
The fair value of a derivative used for hedging purposes is reported as a non-current asset or a non-
current liability when the remaining term of the hedged item is more than 12 months. In contrast, the
fair value of such derivatives is shown as either a current asset or a current liability when the remaining
term of the hedged item is not more than 12 months.
13.1 Equity investments measured at fair value through other comprehensive income
This item comprises strategic investments which are not held for trading and which Deutsche Börse
Group has irrevocably elected to recognise at fair value through other comprehensive income in this
category at initial recognition.
The material strategic investments of Deutsche Börse Group are as follows:
Equity investments at fair value through other comprehensive income
2019
2018
€m
€m
Listed securities
Bombay Stock Exchange Ltd.
The documentation also comprises information about the Group's expectations to that extent the hedging
instrument contributes to offsetting the fluctuations of the cash flows earned with the hedged item.
Derivatives that do not or no longer fulfil the documentation or effectiveness requirements for the
recognition under hedge accounting principles, whose hedged item no longer exists or for which the
hedge accounting provisions are not applied are reported in the category "financial assets and liabilities
at fair value through profit or loss”. The Group also documents its risk management objective and
strategy for undertaking various hedge transactions at that point in time.
Further information
Deutsche Börse Group does not make use of the option to designate financial liabilities at fair value
through profit or loss upon initial recognition (fair value option).
Financial liabilities measured at fair value through profit or loss
▪ Stage 1: The impairment upon initial recognition is measured on the basis of the expected losses for
the next 12 months.
■ Stage 2: If a financial asset's credit risk has increased significantly without a resulting impairment, the
expected credit loss is determined over the entire term. A significant increase in credit is determined
individually using internal ratings.
■ Stage 3: If the financial asset is impaired, the impairment is measured on the basis of the lifetime
expected credit loss. If observable data indicating severe financial difficulties are available and there is
a high default risk, a financial asset is classified as impaired, even if the definition of default is not yet
met. Indications for impairment may include liquidity problems, the request to restructure debt as well
as a breach of contract. A credit-risk-induced contractual adjustment always leads to an impairment of
the financial asset.
Default probabilities are derived mainly from internal ratings. Financial assets are considered to have low
credit risk if listed bonds and other financial investments or counterparties have an investment-grade
credit rating.
Deutsche Börse Group has identified the following two triggers to identify an event of default and which
cause a transfer to stage 3 accordingly:
▪ Legal default: a contractual partner is unable to fulfil its contractual obligation according to an
agreement with Deutsche Börse Group due to insolvency/bankruptcy.
■ Contractual default: a contractual partner is unable or unwilling to fulfil, in a timely manner, one or
more of its scheduled contractual obligations according to an agreement with Deutsche Börse Group.
The non-fulfilment of the contractual obligation could potentially result in a financial loss for Deutsche
Börse Group.
For trade receivables, a default is assumed for amounts which are overdue for more than 360 days. The
following criteria are used for the assessment of derecognition:
■ Insolvency proceedings are not started due to missing substance of the debtor.
▪ Insolvency proceedings have not resulted in any payment for a period of three years, and there is no
indication that any amount will be received going forward.
■ Enforcement activities are not pursued by Deutsche Börse Group due to cost-benefit analysis, or
Deutsche Börse Group has tried unsuccessfully to collect the receivable for a period of three years.
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 or 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.
Financial liabilities
196
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
Offsetting financial assets and liabilities
<3
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 measured at amortised cost
Financial liabilities not held for trading are carried at amortised cost. The borrowing costs associated
with the placement of financial liabilities are included in the carrying amount and accounted for using
the effective interest method if they are directly attributable. Discounts are amortised over the term of the
liabilities.
Financial liabilities are recognised when a Group company becomes a party to the instrument.
Purchases and sales of equities via the central counterparty Eurex Clearing AG are recognised at the
settlement date analogous to financial assets.
258.3
15.5
€m
Depreciable items of property, plant and equipment are carried at cost less cumulative
depreciation. The straight-line depreciation method is used. The carrying amount is immediately
written down to its recoverable amount if the carrying amount is higher than its recoverable
amount. 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 overheads. No
borrowing costs were recognised in the reporting period as they could not be directly allocated to
any particular development project.
Useful life of property, plant and equipment
Asset
Computer hardware
Office equipment
Leasehold improvements
Repair and maintenance costs are expensed as incurred.
Depreciation period
3 to 5 years
5 to 25 years
based on lease term
If it is probable that the future economic benefits associated with an item of property, plant and
equipment will flow to the Group and the cost of the asset in question can be reliably determined,
expenditure subsequent to acquisition is added to the carrying amount of the asset as incurred. The
carrying amounts of any parts of an asset that have been replaced are derecognised.
191
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Property, plant and equipment (incl. right-of-use assets)
<3
Computer
hardware,
operating and
office equip-
ment as well
Advance
payments
made and
construction in
Land and
Buildings
Fixtures and
fittings
€m
12.1 Measurement of property, plant and equipment
as car pool
12. Property, plant and equipment
Notes Consolidated balance sheet disclosures
Further information
-6.8
-0.2
7.1
0
Reclassifications
-37.4
-0.3
-12.6
-24.5
0
Disposals
184.8
8.1
46.3
9.7
120.7
Additions
0
3.8
1.5
10.2
Acquisitions through business combinations
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
<3
progress
Total
€m
-167.5
0
-174.0
0
0
0.5
-0.5
0
0
0
0.2
0
0.2
Historical costs as at 31 Dec 2018
0
83.5
271.1
14.8
369.4
Historical costs as at 1 Jan 2019
258.3
83.5
275.6
14.8
632.2
-6.5
0
65.2
13.1
€m
Historical costs as at 1 Jan 2018
0
84.3
390.7
2.2
477.2
Acquisitions through business combinations
0
0.3
0.6
0
0.1
0.9
consolidation
0
-0.1
0
-0.1
Additions
Disposals
Reclassifications
Exchange rate differences
0
5.4
46.7
Disposals from change in scope of
Exchange rate differences
-0.1
0.2
498.0
15.8
95.9
39.8
346.5
Carrying amount as at 31 Dec 2019
393.7
14.8
89.3
31.3
258.3
Carrying amount as at 1 Jan 2019
130.9
14.8
84.8
31.3
0.0
Carrying amount as at 31 Dec 2018
297.4
0
217.1
37.7
42.6
31 Dec 2019
Depreciation and impairment losses as at
192
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Total
as car pool
ment, as well
Land and
buldings
office equip-
IT hardware,
operating and
Carrying amount as at 31 Dec 2019
Exchange rate differences
Depreciation
Additions
Acquisitions through business combinations
Historical costs as at 1 Jan 2019
-0.2
Right-of-Use Assets
based on lease term
based on lease term
Depreciation period
Right-of-Use Car pool
Right-of-Use - Land and buildings
Asset
Useful life of property, plant and equipment
Deutsche Börse Group leases a number of various assets. This includes buildings, passenger vehicles
and fixtures and fittings in land and buildings. Right-of-use assets are measured at cost. Any
accumulated depreciation and impairment amounts are deducted from the cost of right-of-use assets as
part of subsequent measurement. This does not apply to short-term leases with a term of not more than
12 months and leases for low-value assets. Expenses in the reporting year resulting from the above-
mentioned short-term and low-value assets are reported in other operating expenses.
<3
12.2 Right-of-use assets
Further information
Notes Consolidated balance sheet disclosures
As a lessor in the case of an operating lease, the Group presents the leased asset as an item of property,
plant and equipment and measures such asset at amortised cost. The lease instalments received during
the period are shown under other operating income.
€m
0
0.2
0
consolidation
Disposals from change in scope of
46.4
0
37.9
8.5
0
363.8
0
314.3
49.5
0
Depreciation
1 Jan 2018
Depreciation and impairment losses as at
795.4
15.8
313.0
77.5
389.1
Historical costs as at 31 Dec 2019
0.2
0
0.1
-0.1
0
-0.1
Disposals
0.1
Exchange rate differences
-34.8
0
-12.3
-22.5
0
Disposals
93.9
0
43.6
7.8
-0.5
42.5
238.5
0
186.3
52.2
0
31 Dec 2018
Depreciation and impairment losses as at
-171.6
0
-165.8
-5.8
0
Depreciation
0
0
698.7
45.2
45.2
Receivables from deposits
5.2
4.4
9.6
4.6
0
3.8
CCP balances
0
48.4
48.4
1,608.9
1,608.9
Other
8.4
0.1
47.1
0
Customer overdrafts from
settlement business
231.7
231.7
2,253.3
2,253.3
Loans and receivables to
47.1
related parties and other
0.3
0.1
0.4
0.4
0.1
0.5
Interest receivables
investors
23.6
23.7
0.1
5.1
50,306.1
50,311.2
Other financial assets
measured net of expected
loss at amortised cost
5.7
45,672.0
Total
45,672.0
47,404.4
5.1
1,057.1
50,306.1
51,276.0
50,311.2
52,333.1
1) Prior year figures adjusted
200
45,666.3
46,705.7
45,666.3
5.7
cost
23.6
23.7
Restricted bank balances
0
29,988.7
29,988.7
0
29,833.6
29,833.6
Other cash and bank
balances
888.1
888.1
1,322.3
1,322.3
Total other financial assets
measured at amortised
18.5
18.5
0
8.0
-1.1
0
-0.9¹)
-0.9
Stage 3
0
-6.0
-1.1
-6.0
-4.8¹)
-4.8
Total expected loss on
trade receivables
0
-7.1
-7.1
0
0
0
receivables
Listed debt securities net
of expected loss
693.0
592.1
0
1,052.0
572.4
Stage 1/2
1,624.4
0
454.4
454.4
0
403.2
403.2
Expected loss on trade
Trade Receivables
-5.7
1,285.1
Trade receivables net of
0
1,596.2
1,596.2
0
2,244.7
2,244.7
Money market lendings
accounts (bank balances)
0
6,435.7
0
6,435.9
6,435.9
0
8.0
-5.7
6,435.7
Balances on nostro
Margin calls
6,516.2
6,516.2
0.0
447.3
447.3
0
397.5
397.5
Other financial assets
expected loss
cost
Reverse Repurchase
Agreements
0
6,394.3
6,394.3
measured at amortised
0
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
203
Where derivatives do not meet the hedge accounting criteria, they are classified as “held for trading" for
accounting purposes and are accounted for at fair value through profit or loss. Deutsche Börse Group
uses derivative financial instruments to hedge existing or expected transactions in order to reduce
interest rate risks or foreign-exchange risks. As at the reporting date, the following transactions have
been recognised:
Derivatives
The aggregate financial instruments held by central counterparties are classified into current and non-
current in the consolidated balance sheet. Receivables and liabilities that may be offset against a
clearing member are reported on a net basis. Financial liabilities of €890.0 million (31 December 2018:
€212.0 million) were eliminated because of intra-Group GC Pooling transactions.
94,280.3
thereof current
104,265.7
83,535.7
5,234.2
78,301.5
thereof non-current
690.3
Management report
60,352.2
23,126.5
57.0
Total
9,985.4
63,147.3
40,428.1
amount
Notes | Consolidated balance sheet disclosures
31 Dec 2018
Non-current
Others
amount
amount
31 Dec 2018
€m
31 Dec 2019
€m
31 Dec 2019
€m
Carrying
Notional
Carrying
amount
Notional
<3
Assets
Derivative Financial Instruments
Further information
Financial statements
Options
■ Nodal Clear, LLC, as part of the Nodal Exchange Group, is a Derivatives Clearing Organisation (DCO)
registered in the United States and is the central counterparty for all transactions executed on Nodal
Exchange.
31 Dec 2018
€m
Financial instruments held by central counterparties
■ Other financial instruments measured at fair value through profit or loss: Financial assets include, in
particular, investment fund units, convertible bonds and loans with an option to convert the loan into
equity, as well as financial instruments from an incentive programme. Contingent purchase price
components are reported in financial liabilities.
■ Derivatives
■Financial instruments held by central counterparties
Deutsche Börse Group measures the following financial instruments at fair value:
13.5. Financial instruments at fair value through profit or loss
European Commodity Clearing AG, Nodal Clear, LLC and Eurex Clearing AG act as central
counterparties:
29,559.2
10.1
4.7
0.3
372.7
0.3
Option to acquire equity investments
29,755.8
▪ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on Eurex
Germany. It also guarantees the settlement of all transactions for 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. Eurex Clearing AG also
guarantees the settlement of off-order-book trades entered for clearing in the trading systems of the
Eurex exchanges, Eurex Bonds, Eurex Repo, the Frankfurt Stock Exchange and the Irish Stock
Exchange. In addition, Eurex Clearing AG clears over-the-counter (OTC) interest rate derivatives and
securities lending transactions, where these meet the specified novation criteria.
European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of EEX group and the connected partner exchanges.
The transactions of the clearing houses are only executed between the respective clearing house and a
clearing member.
€m
31 Dec 2019
Composition of financial instruments held by central counterparties
The fair values recognised in the consolidated balance sheet are based on daily settlement prices. These
are calculated and published by the clearing house in accordance with the rules set out in the contract
specifications (see also the clearing conditions of the respective clearing house).
"Financial instruments held by central counterparties" are reported as non-current if the remaining
maturity of the underlying transactions exceeds twelve months at the reporting date.
For products that are marked to market (futures, options on futures as well as OTC interest-rate
derivatives), the clearing houses recognise gains and losses on open positions of clearing members on
each exchange day. By means of the variation margin, profits and losses on open 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. Therefore, futures and OTC interest rate derivatives are not reported in the consolidated
balance sheet. "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. Receivables and liabilities from
repo transactions and from cash-collateralised securities lending transactions are classified as held for
trading and carried at fair value.
<3
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
202
Purchases and sales of equities and bonds via the Eurex Clearing AG central counterparty are recognised
and simultaneously derecognised at the settlement date.
Repo transactions
Total Non-current assets
210
0
Amounts recognised in profit or loss
Notes Consolidated balance sheet disclosures
Further information
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
204
Fair value gains (losses) on other financial assets at FVPL recognised in other gains/(losses)
Distributions from ETFs
The other financial assets FVPL essentially include non/current investment fund shares in amount of
€28.4 million (December 31, 2018: €14.6 million). The other financial liabilities FVPL include non-
current contingent purchase price components in amount of €84.3 million (31 December 2018:
€0.2 million) and a current put option of €3.6 million (31 December 2018: nil) related to the
acquisition of Axioma.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the
criteria for hedge accounting, hedge accounting is discontinued. When the forecast transaction
is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were
reported in equity are immediately reclassified to profit or loss.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges are recognised in other comprehensive income. Hedge ineffectiveness is directly recognised
in profit or loss in the consolidated income statement within net interest income from banking business
or financial income or expenses.
Cash flow hedges that qualify for hedge accounting
As at 31 December 2019, currency swaps expiring in less than seven months had a notional value of
€2,965.6 million (31 December 2018: €3,383.2 million expiring in less than six months) as well as a
negative fair value of €25.9 million (31 December 2018: positive fair value of €4.7 million and negative
fair value amounting to €2.9 million). These swaps were entered into to convert foreign currencies
resulting from the commercial paper programme into euros and to economically hedge short-term foreign
currency receivables and liabilities in euros.
Deutsche Börse Group has entered into transactions involving derivatives to economically reduce the
foreign-exchange rate risk. These transactions do not meet the hedge accounting requirements.
3.0
Other financial assets and liabilities FVPL
Fair value gains (losses) on contingent pruchase price components
Total
<3
The financial assets measured at fair value includes financial assets and liabilities of the following three
hierarchy levels:
494.2
13.6 Fair value hierarchy
- 0.6
6.4
0.6
-0.2
0.3
0.3
- 1.5
6.3
€m
€m
2018
2019
1,289.5
0.0
25.9
Total Liabilities
827.0
Total Current assets
4.7
2,094.8
1.4
827.0
1.4
Foreign currency derivatives not designated in hedges
0.0
2.0
0
0.0
0.0
2.0
Current
2,094.8
4.7
Total Assets
3.0
1,289.5
25.9
2,138.6
3.0
1,289.5
25.9
2,138.6
Foreign currency derivatives not designated in hedges
Total Current liabilities
Current
Liabilities
4.7
2,096.8
1.4
827.0
2,138.6
5,502.2
36.6
23,673.9
0
13,725.6
13,725.6
0
settlement business
Deposits from securities
16,796.8
195.0
0
206.7
206.7
0
Trade payables
29,559.2
195.0
29,559.2
16,796.8
0
0
Bank overdrafts
36.6
▪ Level 1: Financial instruments with a quoted price for identical assets and liabilities in an active
market.
0
19.2
Commercial papers issued
19.2
Money market lendings
402.2
402.2
0
311.9
311.9
0
0
29,755.8
29,755.8
Current
Non-current
Carrying amount
31 Dec 2018
<3
31 Dec 2019
Carrying amount
Total
Composition of financial liabilities at amortised cost
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
639.8
Financial liabilities measured at amortised cost
€m
€m
€m
0
Cash deposits by market.
participants
2,283.2
0
2,283.2
€m
€m
€m
Total
Current
Non-current
2,286.2
0
2,286.2
Bonds issued
5.2
5.2
0
0
Amounts reported separately under liabilities as cash deposits by market participants are restricted. Such
amounts are mainly invested via bilateral or triparty reverse repurchase agreements and in the form of
overnight deposits at banks (restricted bank balances). Government and government-guaranteed bonds
with an external rating of at least AA- are accepted as collateral for the reverse repurchase agreements.
Reported restricted bank balances total €29,988.7 million (2018: €29,833.6 million).
13.3 Restricted bank balances
The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at
31 December 2018 or as at 31 December 2019.
51,062.1
48,778.9
2,283.2
201
46,815.1
2,627.2
19.6
19.6
0
4.4
4.4
44,187.9
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
25,461.9
€m
€m
31 Dec 2018
31 Dec 2019
E>
Total
Liabilities from margin payments to European Energy Exchange AG by clearing members
Liabilities from cash deposits by participants in equity trading
Liabilities from margin payments to Eurex Clearing AG by clearing members
Liabilities from margin payments to European Commodity Clearing AG by clearing members
Liabilities from margin payments to Nodal Clear, LLC by clearing members
Liabilities from margin payments
Composition of cash deposits by market participants
13.4 Cash deposits by market participants
Further information
Notes Consolidated balance sheet disclosures
Financial statements
0
3,794.7
0.1
0
36.6
0
35.9
35.8
0
Interest accruals
36.6
17.9
0
31.0
31.0
0
Margin deposits
0
17.9
Leasing Liabilities
341.0
41.5
0.7
0.7
0
1,714.9
1,714.9
49.9
49.9
Total
Miscellaneous
Associate payables
positions
Liabilities from CCP
0
0
382.5
0.1
▪ Level 2: Financial instruments with no quoted prices for identical instruments on an active market and
whose fair value is determined using valuation methods based on observable market parameters (e.g.
OTC derivatives).
€m
There were no transfers between levels for recurring fair value measurements during the year under
review.
4.1
0
Unrealised capital gains/(losses) recognised in profit or loss
0
0
-3.3
3.3
■ Level 3: Financial instruments where the fair value is determined using one or more unobservable
significant inputs. This does not apply to equity instruments
-43.0
0
-0.3
-3.5
-42.7
8.5
-0.3
7.9
0.9
Additions
-84.0
-84.0
0
0
Acquisitions from business combinations
98.6
Disposals
-0.2
0.6
0
Balance as at 31 Dec 2019
0.6
0
0
0.6
Unrealised gains/(losses) fro currency translation recognised
in equity
1.9
0
0
1.9
Changes recognised in the revaluation surplus
Other operating expenses
-3.6
0
0
Staff cost
4.1
0
4.1
0
Result from strategic investments
0.1
0.1
0
-3.6
9.1
89.7
Balance as at 31 Dec 2018
0
Financial results
0.8
0.6
0.2
0
Realised capital gains/(losses)
-1.8
0.3
-1.8
-0.3
0
Disposals
0
3.1
13.6
Additions
0.1
0
0
0.1
Acquisitions from business combinations
74.3
-1.1
16.7
-0.1
-0.1
Other operating expenses
1.0
0
0
1.0
in equity
Unrealised gains/(losses) fro currency translation recognised
7.5
0
0
7.5
Changes recognised in the revaluation surplus
-0.1
0
-0.1
0
Net income from strategic investments
1.1
0.7
0.4
0
Other operating income
-0.1
0
-0.1
0
53.8
17.5
-87.9
-16.7
35,221.4
26,489.6
31 Dec 2018
€m
31 Dec 2019
€m
Total
Securities and book-entry securities collateral³)4)
Cash collateral (cash deposits) ¹)²)
Composition of collateral held by central counterparties
The aggregate margin calls based on the executed transactions and default fund requirements after
haircuts was €52,889.4 million as at the reporting date (2018: €47,969.5 million). Collateral totalling
€61,711.0 million (2018: €58,992.9 million) was actually deposited.
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
<3
29,240.5
29,752.4
Further information
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
209
In addition to these daily collateral payments, each clearing member must make contributions to the
respective default fund (for further details, see the risk report in the combined management report).
Cash collateral is reported in the consolidated balance sheet under "cash deposits by market
participants" and the corresponding amounts under "restricted bank balances".
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems 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.
13.8 Cash or securities collateral held by central counterparties
-40,428.1
-23,126.5
35,661.7
Notes Consolidated balance sheet disclosures
61,711.0
58,992.9
1) The amount includes the clearing fund totalling €2,914.5 million (2018: €2,938.3million)
340.9
3.9
6.7
0
19.3
41.6
39.7
50.4
66.5
543.9
208.7
€m
€m
31 Dec 2018
31 Dec 2019
Total
Miscellaneous
Interest receivables on taxes
Tax receivables (excluding income taxes)
Prepaid expenses
Other receivables from CCP transactions (commodities)
Composition of other current assets
14. Other current assets
4) The collateral value is determined on the basis of the fair value less a haircut amounting to €4,595.4 million (2018: €4,243.9 million)
2) The collateral value is determined on the basis of the fair value less a haircut amounting to €345.3 million (2018: €344.4 million)
3) The amount includes the clearing fund totalling €2,055.2 million (2018: €1,789.1 million)
55,044.6
7.6
-76,089.8
from options
€m
31 Dec 2018
31 Dec 2019
Net amount of financial
instruments
Gross amount of offset financial
instruments
Gross amount of financial
instruments
Gross presentation of offset financial instruments held by central counterparties
13.7 Offsetting financial instruments
The financial instrument's carrying amount for all other items represents a reasonable approximation of
the fair value.
(31 December 2018: €1,627.0 million). They are recognised as part of debt instruments measured at
amortised cost. The fair value of the securities was determined by reference to published price
quotations in an active market. The securities were allocated to level 1.
Fixed-income securities held by Deutsche Börse Group have a fair value of €1,360.1 million
€m
The bonds issued by Deutsche Börse Group have a fair value of €2,451.1 million (31 December 2018:
€2,422.9 million) and are disclosed under liabilities measured at amortised cost. The fair value of such
instruments is based on the debt instruments' quoted prices. Due to insufficient market liquidity, the
liabilities were allocated to level 2.
<3
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
208
There were no further material changes in the reporting year regarding financial assets and liabilities
allocated to Level 3. A change in the parameters observable on the market, taking into account realistic
The acquisition of Axioma Inc. resulted in an addition of €84.0 million from the application of the
anticipated purchase method which has to be reported as part of the consideration transferred as a
financial liability measured at fair value through profit or loss (see ☑ note2). The Principal Manager
Shareholder Put Option granted within the scope of the acquisition resulted in a measurement gain in
the amount of €3.6 million recognised in profit or loss.
The value of level 3 equity investments is reviewed on a quarterly basis using internal valuation models.
In the year under review, a strategic investment of the FVOCI category was fully sold which led to a
disposal in the amount of €42.7 million. Moreover, debt instruments previously measured at fair value
were converted into equity, resulting in a reclassification within Level 3 in the amount of €3.3 million. In
addition, investment fund units measured at fair value through profit or loss were acquired in the
amount of €7.9 million. The measurement of the investment fund units at fair value had an effect on
profit or loss amounting to €4.1 million reported in net income from strategic investments.
alternative assumptions, would not have any material effects on the carrying amounts of the unlisted
equity securities measured at fair value through profit or loss as at the reporting date.
31 Dec 2019
€m
31 Dec 2018
€m
31 Dec 2019
€m
Financial liabilities
40,428.1
23,126.5
-35,661.7
-55,044.6
76,089.8
78,171.1
from options
Financial assets
-62,935.3
-59,462.2
34,936.0
43,982.3
-97,871.3
-103,444.5
repo transactions
Financial liabilities from
63,147.3
60,352.2
-34,936.0
-43,982.3
98,083.3
104,334.5
Financial assets from repo
transactions
31 Dec 2018
€m
-78,171.1
67.8
Reclassifications
m €
0
0
-84.3
Non-current financial liabilities FVPL
0
-5,234.2
0
-5,234.2
central counterparties
Non-current financial instruments of the
Financial liabilities FVPL
-84.3
-87.9
0
-82,759.5
Liabilities
71.3
83,537.2
23.8
83,632.2
Total assets
17.5
83,537.2
11.3
-82,671.6
83,565.9
Current financial instruments held by
-77,411.5
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
206
-87.9
-82,671.6
0
-82,759.5
Total liabilities
central counterparties
-3.6
0
-3.6
Current financial liabilities FVPL
0
-25.9
0
-25.9
Current derivatives
0
-77,411.5
о
0
Total
0.4
0
12.5
66.3
€m
€m
Level 3
Level 2
Level 1
€m
€m
thereof attributable to:
Fair value as at
31 Dec 2019
<3
0
Financial assets FVPL
Strategic investments
through other comprehensive income
Financial assets measured at fair value
Assets
Fair value hierarchy
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
205
Total
53.8
66.3
12.5
0
0.4
Other current financial assets at FVPL
0
1.4
0
1.4
Current derivatives
0
78,301.5
0
78,301.5
Current financial instruments of the central
counterparties
17.2
0
11.3
28.4
Balance as at 1 Jan 2018
0
5,234.2
0
5,234.2
Non-current financial instruments held by
central counterparties
53.8
0
Fair value hierarchy previous year
Assets
Other non-current financial assets at FVPL
comprehensive income
0
-3.0
0
-94,068.3
0
-94,068.3
-0.2
0
0
-0.2
0
-3.0
-9,985.4
-9,985.4
-0.2
-104,056.7
0
-104,056.9
Total liabilities
Current financial instruments held by central counterparties
Current derivatives
Non-current financial instruments of the central counterparties
Non-current financial liabilities at fair value through profit or
loss (FVPL)
Financial liabilities FVPL
Liabilities
Total assets
0
0
-104,056.9
0
m €
Financial assets measured at fair value through other
m €
m €
or loss
or loss
through profit
fair value
Total
measured at
Liabilities
Financial
measured at
fair value
through profit
Strategic
investments
Financial Assets
<3
Changes in level 3 financial instruments
Further information
Notes Consolidated balance sheet disclosures
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
207
The fair value of a financial instrument is measured using quoted market prices, if available. If no
quoted market prices are available, observable market prices, for example for interest rates or exchange
rates, are used. This observable market information is then used as inputs for financial valuation
techniques, e.g. option pricing models, discounted cash flow models or net asset value. In isolated
instances, fair value is determined exclusively on the basis of internal valuation models.
-0.2
-104,056.7
Total
9.1
Financial statements
8.6
0
19.1
108.8
89.7
0
19.1
108.8
98.8
104,270.4
27.7
€m
€m
€m
€m
Level 3
Level 2
Level 1
thereof attributable to:
Fair value as at
31 Dec 2018
4
<3
Financial assets held for trading
Strategic investments
104,270.4
Total
89.7
Non-current financial instruments of the central counterparties
104,396.9
0
104,288.1
0.4
0
9,985.4
0
0.4
Other current financial assets at FVPL
0
0
4.7
Current derivatives
0
4.7
0
94,280.3
Current financial instruments of the central counterparties
8.7
9,985.4
0
0
8.6
Other non-current financial assets at FVPL
94,280.3
17.3
27.4
27.5
28.8
32.8
8.4
%
43.6
360 Treasury Systems AG
31 Dec 2018¹)
31 Dec 2019
%
72.5
€m
3.3
31 Dec 2019
€m
21.9
1) Prior year adjusted.
18.0
31 Dec 2018
€m
9.5
According to Article 21 (b) of the Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to
maintain equity in the amount of at least 50 per cent of annual operating costs.
Powernext SAS is obliged continuously comply with a capital adequacy ratio of at least 8.0 per cent set
forth in "Arrêté du 2 juillet 2007 relatif au capital minimum, aux fonds propres et au contrôle interne des
entreprises de marché". The capital adequacy ratio is equal to the ratio between the overall capital and
the equity requirements for operational risk, multiplied by 12,5. The operational risk is calculated via the
3 years average net banking income multiplied with 15.0 per cent. Additionally, Powernext SAS need to
proof a share capital higher than €730 thousand and higher than 50.0 per cent of operating costs at
recognition. Furthermore the company's capital (equity) must exceed 50 per cent of current operating
costs. All regulatory requirements are fullfilled as of 31 December 2019.
217
31 Dec 2018¹)
31 Dec 2019
2.4
31 Dec 2018")
31 Dec 2019
Regulatory equity
Own funds requirements
According to the MAS, EEX Asia Pte. Limited is required to maintain own funds at the rate of either
18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on which
is higher. Regarding the anticipated upswing in the business development of EEX Asia Pte. Limited, we
expect slightly increasing own funds requirements. Its capital base will be adjusted, if required.
Compliance with own funds requirements
<3
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Given its DCO status, Nodal Clear, LLC is obliged to maintain sufficient financial resources to cover all
current costs for a minimum period of twelve months; moreover, Nodal Clear, LLC must provide
sufficient highly liquid assets to cover all current costs for at least six months.
Eurex Repo GmbH
€m
31 Dec 2018
€m
€m
€m
€m
31 Dec 2018
31 Dec 2019
31 Dec 2018
€m
31 Dec 2019
31 Dec 2019
Own funds requirements to be
met
requirements on the basis of fixed
overheads
Own funds requirements for credit
and market risk
€m
Composition of own funds/capital requirements
Additional own funds
31 Dec 2018
€m
Eurex Repo GmbH
0.5
31 Dec 2019
total capital ratio
Regulatory equity
Own funds requirements
Compliance with own funds requirements
8.4
9.5
0.6
1.0
7.4
5.2
360 Treasury Systems AG
3.3
2.4
2.8
1.8
4.3
€m
190,000,000
€m
-6,570,965 -6,652,955
183,429,035 183,347,045
190,000,000
Number
Number
31 Dec 2018
31 Dec 2019
531.9
28.1
560.0
- 265.9
825.9
€m
31 Dec 2019
Number of treasury shares as at the reporting date
Number of shares outstanding as at the reporting date
Number of shares issued as at the reporting date
No-par value shares carrying dividend rights
The proposal on the appropriation of the unappropriated surplus reflects treasury shares held directly or
indirectly by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG,
the German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, with a
dividend of €2.90 per eligible share, an amended resolution for the appropriation of the unappropriated
surplus will be proposed to the Annual General Meeting.
219
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
1) Prior year adjusted.
97.4
220
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. Deutsche Börse Group
uses external trust solutions to cover some of its pension obligations.
Other long-term benefits for employees and members of executive boards (total disability pension,
transitional payments and surviving dependants' 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.
The actuarial gains or losses and the difference between the expected and the actual return or loss on
plan assets are recognised in other comprehensive income in the revaluation surplus. They result from
changes in expectations with regard to life expectancy, pension trends, salary trends and the discount
rate.
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, S&P Global Ratings, Fitch Ratings and DBRS) 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, in principle,
based on a discount rate which is determined according to the Towers Watson "Global Rate:Link"
methodology updated in line with the current market trend.
Appropriation to retained earnings
The fair value of plan assets is deducted from the present value of pension obligations, reflecting the
asset ceiling rules if there are any excess plan assets. This results in the net defined benefit liability or
asset. Net interest expense 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.
<3
Defined benefit pension plans
17. Provisions for pensions and other employee benefits
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Provisions for pensions and similar obligations are measured using the projected unit credit method on
the basis of actuarial reports in accordance with IAS 19. Calculating the present value requires certain
actuarial assumptions (e.g. 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.
Distribution of a regular dividend to the shareholders of €2.90 per share for 183,429,035 no-par value shares
carrying dividend rights
Proposal by the Executive Board:
Unappropriated surplus
27.4
3.6
3.7
1.6
0.9
0.6
9.9
25.8
9.3
5.7
2) In 2018, operated as Cleartrade Exchange Pte. Limited.
1) Prior year adjusted.
Nodal Clear LLC
Powernext SAS
EEX Asia Pte. Limited²)
REGIS-TR S.A.
5.2
€m
24.5
31.1
Appropriation to other retained earnings in the annual financial statements
Net profit for the period
Proposal on the appropriation of the unappropriated surplus
31 December 2019 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German
Commercial Code), report net profit for the period of €825.9 million (2018: €532.2 million) and equity
of €2,867.5 million (2018: €2,526.5 million). In 2019, Deutsche Börse AG distributed €495.0 million
(€2.70 per share) from the unappropriated surplus of the previous year.
The annual financial statements of the parent company Deutsche Börse AG, prepared as at
16. Shareholders' equity and appropriation of net profit of Deutsche Börse AG
<3
23.3
Further information
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
218
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period and in the period up to the preparation of the consolidated financial statements.
26.4
Notes | Consolidated balance sheet disclosures
EMIR capital adequacy ratio
103.9
1.5
41.9
0
40.2
Additions
0
0.1
0
6.9
0.1
7.1
Reversals
0
-0.3
0
0
0
- 0.3
Balance as at 31 Dec 2018
0
0
- 1.7
0
Balance as at 1 Jan 2018
0
0
0
- 42.1
- 0.9
- 43.0
0
- 10.4
0.2
- 1.9
0
- 10.2
Balance as at 31 Dec 2019
(gross)
103.7
6.1
0.2
- 219.2
- 1.2
- 110.4
Deferred taxes
0
0
48.8
0.1
22.0
0
- 111.3
0
14.4
Balance as at 31 Dec 2018
(net)
103.7
14.6
- 128.3
103.7
-0.2
Balance as at 31 Dec 2019
(net)
103.7
4.3
0.1
- 159.3
- 0.9
- 52.1
212
- 10.2
Fair value measurement
Balance as at 1 Jan 2018
(net)
0.3
47.0
Additions
0
0.1
0
11.1
0.2
11.4
Reversals
58.3
0
- 0.1
0
0
- 0.1
Balance as at 31 Dec 2019
0
- 1.8
- 0.1
59.9
0
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
and similar obligations
- 57.2
purpose of acquiring companies, parts of
companies, interests in companies, or other
assets.
Authorised share capital III"
Authorised share capital IV")
38,600,000
6,000,000
13 May 2015
17 May 2017
12 May 2020
16 May 2022
n.a.
n.a.
1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding
shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital
Contingent capital
By resolution of the Annual General Meeting of 8 May 2019, the Executive Board is authorised, subject
to the consent of the Supervisory Board, to issue in the period until 7 May 2024 on one or several
occasions convertible bonds and/or warrant-linked bonds or a combination of such instruments with a
total principal amount of up to €5,000,000,000 with or without a limited term and to grant holders or
creditors of such bonds conversion or option rights, respectively, to acquire new no-par value registered
shares in Deutsche Börse AG representing a notional interest in the share capital of up to €17,800,000,
as stipulated in the terms and conditions of convertible bonds or the terms and conditions of the
warrants attaching to the warrant-linked bonds.
The Executive Board is authorised, subject to the consent of the Supervisory Board, to exclude the
subscription rights of the shareholders in relation to bonds with conversion or option rights to acquire
shares in Deutsche Börse AG in the following cases: The Executive Board is authorised, subject to the
approval of the Supervisory Board, to exclude shareholders' pre-emptive rights to bonds with conversion
or option rights to shares of Deutsche Börse AG in the following cases: (i) to avoid fractional amounts,
(ii) when the issue price of a bond is not materially below the theoretical fair value determined in
accordance with recognised financial techniques and the total number of shares attributable to these
bonds does not exceed 10 per cent of the share capital, (iii) to grant the holders of conversion or option
rights to shares of Deutsche Börse AG subscription rights to offset any dilutive effects to the same extent
as they would be entitled to receive after exercising these rights.
211
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
against non-cash contributions for the
maximum amount of 10 per cent of the
nominal capital.
"
12 May 2020 for cash at an issue price not significantly
lower than the stock exchange price, up to a
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
15. Equity
<3
Changes in equity are presented in the consolidated statement of changes in equity. As at 31 De-
cember 2019, the number of no-par value registered shares of Deutsche Börse AG in issue was
190,000,000 (31 December 2018: 190,000,000).
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
<3
Composition of authorised share capital
fractioning and/or may be disapplied if the
share issue is:
Amount
Authorised share capital |¹)
Authorised share capital II"
in € (shares)
13,300,000
19,300,000
Date of authori-
sation by the
shareholders
11 May 2016
13 May 2015
Expiry date
10 May 2021
n.a.
Existing shareholders' pre-emptive rights
may be disapplied for
There were no further subscription rights to shares as at 31 December 2019 or 31 December 2018.
Revaluation surplus
The development of the revaluation surplus is as follows:
and similar obligations
Fair value measurement
0
0
0
- 23.9
- 0.3
- 24.2
0
Changes from defined benefit
-7.2
0
0
- 7.2
Balance as at 31 Dec 2018
(gross)
103.7
16.5
0
- 177.1
- 0.3
0
Changes from defined benefit
- 25.8
- 153.2
Revaluation surplus
Recognition of
hidden
reserves from
fair value
measurement
Equity
investments
measured at
FVOCI
Defined benefit
Cashflow-
Hedges
obligations
Other
Total
0
€m
€m
€m
€m
€m
Balance as at 1 Jan 2018
(gross)
103.7
23.7
0
€m
Management report
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15 ff. of the Aktiengesetz (AktG, German Stock
Corporation Act). Accordingly, the share capital was contingently increased by up to €17,800,000
(contingent capital 2019). To date, the authorisation to issue convertible bonds and/or bonds with
warrants has not been exercised.
Notes Consolidated balance sheet disclosures
Clearstream Banking AG
132.7
103.2
369.7
369.3
22.3
28.6
Eurex Clearing AG
96.8
101.3
614.8
514.8
50.8
40.6
The capital requirements under Article 16 EMIR do not stipulate a specific ratio. Instead, the total
amount of share capital, retained earnings and reserves, less certain items (including the central
counterparty's own contribution to the default fund), is compared with the capital requirements. This
total has to be at least equal to these requirements. In other words, EMIR requires a capital cover of at
least 100 per cent. A reporting requirement to the competent authority - in this case BaFin - is triggered
when this ratio falls below 110 per cent.
The capital resources of European Commodity Clearing AG are currently well above the regulatory
requirements. As at the reporting date, total equity as disclosed in the statement of financial position was
fully available to cover the risks according to Article 16 of EMIR, given that this equity fulfil the required
liquidity standards. Similar to the other companies, the capital base is consistently monitored. Given the
increase in the regulatory minimum requirements for contributions to the default fund, European
Commodity Clearing AG's default fund contribution was increased. As at 31 December 2019, European
Commodity Clearing AG's total default fund contribution amounted to €15.0 million, and thus exceeded
216
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
21.9
24.4
1,112.0
1,149.4
Regulatory equity
Total capital ratio
୮
31 Dec 2019
€m
31 Dec 2018
€m
31 Dec 2019
€m
31 Dec 2018
€m
31 Dec 2019
%
Management report
31 Dec 2018
513.8
556.6
1,559.5
1,525.5
24.3
21.9
Clearstream Banking S.A.
377.7
406.0
%
Financial statements
Notes Consolidated balance sheet disclosures
Further information
67.1
65.2
Equity
614.8
514.8
118.9
108.9
EMIR deductions
0
179.2
0
0
Own contribution to default fund
-200.0
-150.0
-15.0
-11.5
414.8
364.8
Financial statements
0
Clearstream Holding group
173.0
41.9
<3
regulatory minimum requirements. Depending on the future business performance, and in particular on
changes in the regulatory framework, the capital resources will be adjusted as needed.
Capital adequacy requirements under EMIR
Eurex Clearing AG
European Commodity Clearing AG
31 Dec 2019
31 Dec 2018
€m
€m
Total EMIR capital requirements under Article 16 of EMIR
31 Dec 2019
€m
€m
Own funds requirement for operational, credit and market risk
96.8
101.3
25.2
23.2
Other EMIR capital requirements
76.2
77.9
31 Dec 2018")
Own funds requirements
42.0
101.3
None of the Group companies subject to solvency supervision has neither Additional Tier 1 nor Tier 2
supplementary capital.
A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR. In
addition, CRD IV introduced various capital buffers, which the supervised (credit) institutions
generally have to meet over and above the minimum total capital ratio of 8 per cent, although they
may temporarily fall below these levels. The capital buffers were introduced in stages up until 1
January 2019, depending on the economic environment and systemic risk components: since 2014,
CSSF has imposed a standard capital conservation buffer of 2.5 per cent of Tier 1 capital on all
Luxembourg credit institutions; this arrangement represents a departure from the general transitional
provisions of CRD IV. For all German credit institutions, a capital conservation buffer was phased-in
(1.875 per cent throughout 2018 and 2.5 per cent starting from 1 January 2019. Similarly, an
countercyclical capital buffer is required to be available in order to ensure that banks accumulate a
buffer during a period in which a specific region experiences economic growth, while such a buffer may
fall to a lower level during an economic downturn in such region. The respective per centage is generally
determined by the competent authority of the country in which the (credit) risk positions are located.
Therefore, a bank's individual per centage is a combined rate, which takes into account the total volume
of credit transactions in the various countries. As at 31 December 2019, the bank-specific counter-
cyclical buffer requirements. stood at 0.04 per cent of risk-weighted assets for Clearstream Banking S.A,
at the level of 0.02 per cent for Clearstream Holding and at the level of 0.01 per cent for Clearstream
214
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
<3
Banking AG, whereas for Eurex Clearing AG it was equal to 0.03 per cent. In addition, a systemic risk
buffer must be applied if required by the competent authority. As at 31 December 2019, the systemic
risk buffer was not yet required in Luxembourg nor in Germany. In general, the credit institutions that are
subject to the provisions of the CRR fall into two groups: those designated as not systemically important,
which includes Clearstream Banking AG, Clearstream Holding group and Eurex Clearing AG; and those
designated as "Other Systemically Important Institution (O-SII)”, which includes Clearstream Banking
S.A. as of 1 January 2018. As a result, CSSF imposed on Clearstream Banking S.A., according to
Regulation CSSF No. 18-06, a buffer for O-SIIs amounting to 0.5 per cent, effective since 1 January
2019.
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. In addition, buffers are taken into account for the calculation
of the recovery indicators specified in the recovery plans. The objective of these indicators is to prevent
triggering recovery events. The capital requirements determined in this way will be used for the mid-term
capital planning. As the actual capital requirements are below these expected peaks, this may lead to a
higher actual total capital ratio (solvency ratio).
The own funds requirements of Clearstream Group decreased moderately in the reporting period.
Capital requirement for Clearstream Banking AG slightly increased while for Clearstream Banking S.A.
they decreased. Changes occurred regarding own funds requirements for operational risks as well as
credit and market risks, both at the single-entity and Group levels.
In the medium to long term, the Clearstream Group expects increasing own funds requirements at a
regulatory group level for the following reasons:
■ The future applicability of own funds requirements based on CSDR
■ The establishment of own funds requirements resulting from the introduction of minimum
requirements for equity and eligible liabilities (MREL) as a result of Directive (EU) No 59/2014
■ The implementation of the so-called CRR II package and other amendments under Basel III
Eurex Clearing AG's own funds requirements decreased compared with the previous year. Given the
increase in revenues in the past years, own funds requirements for operational risk rose according to the
model; while own funds requirements for credit and market risk declined.
The own funds requirements for operational risk calculated with Eurex Clearing AG's internal risk model
are higher than the own funds requirements derived from the basic indicator approach, which is based on
the profit and loss statement as prescribed by CRR. Hence, Eurex Clearing AG always applies additional
capital buffers for such risks, surpassing regulatory minimum requirements. Against this background,
banking supervisors requested in 2011 that Eurex Clearing AG increase the basis for the calculation of
regulatory own funds requirements by considering an appropriate share of clearing-related fees received
for the account of operating entities. The own funds requirements for operational risk are calculated once
a year based on a three-year average of historical income, including the assumed clearing fees, and are
therefore not subject to daily fluctuations. Compliance with the minimum regulatory ratio is maintained
at all times due to the sufficient capital buffer for uncollateralised cash investments.
215
Due to the specific arrangements for the two investment firms, Eurex Repo GmbH and 360 Treasury
Systems AG, no explicit own funds requirements for operational risk are determined in accordance with
Article 95 CRR. Instead, the total own funds requirement is determined either as the own funds
requirement amount for credit and market risk or as 25 per cent of fixed overhead costs, depending on
which is higher. Since credit and market risks are low, the relevant criterion for both companies is the
own funds requirement on the basis of overhead costs.
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, while the Clearstream companies apply the advanced measurement approach (AMA).
All companies that are directly or indirectly (i.e. by means of EMIR requirements) subject to the CRR
own funds requirements are exempted from compliance with trading book requirements. Market risk
exposures consist only of relatively small open foreign currency positions. The companies concerned
uniformly apply the standardised approach for credit risk. As a result of the specific business of the
credit institutions and central counterparties belonging to Deutsche Börse Group, their recognised assets
are subject to sharp fluctuations. This leads to correspondingly volatile total capital ratios at 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
own funds requirements for credit and market risk exposures of Eurex Clearing AG and European
Commodity Clearing AG are relatively stable despite volatile total assets in the course of the year.
Since 1 January 2014, the own funds requirements for credit institutions have been primarily subject to
the EU-wide requirements of the CRR as well as the supplementary national regulations implementing
CRD IV, which transposed the "Basel III" rules into European law.
Further information
Regulatory capital ratios according to CRR
Accumulated profit
<3
The "accumulated profit" item includes exchange rate differences amounting to €-8.2 million (2018:
€-6.8 million). €2.1 million (2018: €-8.2 million) was withdrawn due to currency translation for
foreign subsidiaries in the reporting period and €0.7 million (2018: €1.4 million) was added relating to
transactions used to hedge against currency risk.
Regulatory capital requirements and regulatory capital ratios
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their
capacity as credit institutions, are subject to solvency supervision by the German or Luxembourg
banking supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and
Commission de Surveillance du Secteur Financier, CSSF, respectively). The same applies to the
Clearstream Holding at a regulatory group level. Eurex Repo GmbH and 360 Treasury Systems AG are
also subject to specific provisions applicable to certain investment firms under BaFin solvency
supervision.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties under the provisions of Regulation (EU) No 648/2012 (European Market Infrastructure
Regulation, EMIR) in 2014, these companies have been subject to the capital requirements under
Article 16 EMIR. These requirements apply to Eurex Clearing AG in parallel to the solvency supervision
requirements applicable to credit institutions. In each concrete case, the more stringent requirement
has to be met. Irrespective of its status as a specialist credit institution according to German law,
European Commodity Clearing AG is only subject to EMIR capital requirements.
Clearstream Banking AG, Clearstream Banking S.A. and LuxCSD S.A. are central securities depositories
(CSDs) within the meaning of Article 2 Paragraph 1 Number 1 of the Regulation (EU) No. 909/2014
(Central Securities Depositories Regulation, CSDR). In January 2020, for Clearstream Banking AG the
CSD licence pursuant to Article 16 CSDR was granted by BaFin as of 21 January 2020. As a result, the
company is subject to the capital requirements set forth in Article 47 CSDR. While the review of
remaining applications for authorisation of Clearstream Banking AG (acording to Article 54 CSDR),
Clearstream Banking S.A. and LuxCSD S.A. by the respective supervisory authorities is ongoing, the
companies partially operate under existing transitional provisions. In addition, Clearstream Banking AG
and Clearstream Banking S.A. will also be subject to a capital surcharge for credit institutions applicable
for the provision of intra-day credit pursuant to Article 54 Paragraph 3 Letter d CSDR.
Gruppe Deutsche Börse | Annual report 2019
Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US
Commodity Futures Trading Commission (CFTC).
Powernext SAS is a market company according to Article L. 421-2 of the Monetary and Financial Code
(Code monétaire et financier) and therefore is subject to supervision exercised by Autorité des marchés
financiers (AMF).
213
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
<3
The EMIR capital requirements for central counterparties are, in large part, based on the EU own funds
requirements for credit institutions, but the details differ in relation to the capital components, the
capital requirement components and capital deduction items. Moreover, EMIR does not specify any
capital buffers such as those introduced by the Directive 2013/36/EU (Capital Requirements Directive,
CRD IV) and Regulation (EU) No 575/2013 (Capital Requirements Regulation, CRR) for banks.
REGIS-TR S.A., as a trade repository according to EMIR, is subject to supervision exercised by the
European Securities and Markets Authority (ESMA).
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Financial statements
556.6
Clearstream Banking S.A.
324.5
312.5
53.2
93.5
327.7
406.0
Clearstream Banking AG
126.2
97.4
6.5
132.7
103.2
Eurex Clearing AG
80.6
75.2
16.2
Management report
96.8
26.1
513.8
146.9
5.9
63.2
Further information
<3
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRR and
CRD IV capital requirements. Independently of this, the capital resources of Eurex Clearing AG are
reviewed on an ongoing basis and monitored as part of medium-term capital planning. Eurex Clearing AG
received contributions to its capital reserve in an amount of €100.0 million in 2019 from parent company
Eurex Frankfurt AG. Further contributions are scheduled for the coming years, in order to continuously
strengthen Eurex Clearing AG's capital base. Eurex Clearing AG's own contribution to the default fund
increased in 2019 to €200.0 million.
Composition of own funds requirements
Own funds requirements for
operational risk
Own funds requirements for credit
and market risk
31 Dec 2019
31 Dec 2018
€m
Clearstream Holding group
Notes Consolidated balance sheet disclosures
31 Dec 2019
€m
31 Dec 2018
€m
Total capital requirements
31 Dec 2019
31 Dec 2018
409.9
€m
€m
450.6
€m
0
2.3
0
Balance as at 31 Dec 2019
118.3
108.6
Other personnel
provisions
€m
-7.9
70.4
Other tax
provisions
Interest
€m
101.3
Changes in other provisions (Part 2)
111.2
0.1
Reversal
Anticipated Losses
-13.3
-15.6
-2.3
-1.3
0
Additions
11.1
42.1
2.6
Currency translation
0.3
0.1
-10.5
Miscellaneous
- 9.5
€m
Reversal
- 2.4
- 0.7
- 3.0
- 3.7
Additions
0
0.3
0.8
4.6
Currency translation
-36.6
0
0
2.0
- 6.7
- 2.8
Utilisation
Balance as at 1 Jan 2019
39.0
15.2
10.7
34.0
Changes in the basis of consolidation
0
- 0.1
0
0.1
Reclassification¹)
-0
- 0.1
0
- 0.8
€m
-94.1
Gruppe Deutsche Börse | Annual report 2019
0
More than 5 years up to 10 years
126.8
112.4
Total
203.5
189.3
42.8
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December
Executive and Supervisory Boards
Management report
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
<3
226
The expected costs of defined benefit plans (excluding service cost for deferred compensation) amount to
approximately €16.4 million for the 2020 financial year, including net interest expense.
48.0
14.5
The weighted duration of the pension obligations is 16.7 years (2018: 16.1 years) as at
31 December 2019.
0.1
Expected maturities of undiscounted pension payments
Expected pension
payments¹)
31 Dec 2019
Expected pension
payments
Between 2 and 5 years
31 Dec 2018
€m
Less than 1 year
Between 1 and 2 years
14.9
19.6
13.8
€m
Defined contribution pension plans and multi-employer plans
Defined contribution plans
There are defined contribution plans as part of the occupational pension system using pension funds
and similar pension institutions. In addition, contributions are paid to the statutory pension insurance
scheme. The level of contributions is normally determined in relation to income. As a rule, 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 in several countries.
In addition, the employer pays contributions to employees' private pension funds.
Interest on taxes
€m
148.5
70.1
79.6
Changes in the basis of consolidation
Share-based
payments
€m
0
-0.5
0
Reclassification¹)
-5.2
0
-0.4
-1.2
Restructuring and
efficiency measures
€m
Bonuses
€m
119.4
Balance as at 1 Jan 2019
Multi-employer plans
Several Deutsche Börse Group companies are member institutions of BVV Versicherungsverein des
Bankgewerbes a.G., a pension insurance provider with registered office in Berlin. Employees and
employers make regular contributions, which are used to provide guaranteed pension plans, and a
potential surplus. The contributions to be made are derived from contribution rates applied to active
employees' monthly gross salaries, taking into account specific financial thresholds. Member institutions
are liable in the second degree regarding the fulfilment of BVV's agreed pension benefits. However, we
consider the risk that said liability will actually be utilised as remote. Given that BVV membership is
governed by several Works Council Agreements, membership termination is subject to certain conditions.
Deutsche Börse Group considers BVV pension obligations as multi-employer defined benefit pension
plans. However, we currently lack information regarding the allocation of BVV assets to individual
member institutions and the respective beneficiaries. Moreover, we do not know Deutsche Börse Group's
actual share in BVV's total obligations. Hence, Deutsche Börse Group discloses this plan as a defined
contribution plan. Based on its latest publications, BVV does not suffer any deficient cover with a
potential impact on Deutsche Börse Group's future contributions.
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
Since the allocation of assets to member institutions and beneficiaries is not possible, this pension plan
can also be presented only as a defined contribution plan.
During the reporting period, the costs associated with defined contribution plans, and designated multi-
employer plans, amounted to €42.8 million (2018: €39.6million). In 2020, Deutsche Börse Group
expects to make contributions to multi-employer plans amounting to around €10.2 million.
227
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
18. Changes in other provisions
Other provisions
<3
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date.
A restructuring provision 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 by announcing its principal features to
those affected by it. Provisions in the context of the programme resolved in 2018 to reduce structural
costs (Structural Performance Improvement Programme, SPIP) as well as provisions recognised for
contractually agreed early retirement agreements and severance agreements, are recorded in other
provisions.
Changes in other provisions (Part 1)
Utilisation
0.1
Reconciliation to cash and cash equivalents
0
<3
31 Dec 2019
31 Dec 2018
€m
€m
- 16.0
Reconciliation to cash and cash equivalents
- 30.5
2.9
0
0.7
3.9
1.0
1.8
3.0
0.9
Total
Contract liabilities
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
Other disclosures
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
20. Consolidated cash flow statement disclosures
Subsequent measurement of non-derivative financial instruments
Reversal of discount and transaction costs from long-term financing
Reversal of the revaluation surplus for cash flow hedges
Equity method measurement
Impairment of financial instruments
Subsequent measurement of derivatives
Composition of other non-cash income
26.4
0.8
26.3
15,381.6
- 1,339.7
- 14,225.4
317.9
- 29,755.8
2,145.5
29,988.7
888.1
890.0
212.0
- 2,666.6
- 19,024.7
1,999.0
- 29,559.2
1,839.0
230
Duration and expected maturities of the pension obligations
19,722.6
29,833.6
1,322.3
31 Dec 2018
€m
€m
- 1.2
- 1.0
0
8.0
4.1
52.5
- 21.3
Restricted bank balances
Other cash and bank balances
Net position of financial instruments held by central counterparties
Current financial instruments measured at amortised cost
Less financial instruments with an original maturity exceeding 3 months
Current financial liabilities measured at amortised cost
Less financial instruments with an original maturity exceeding 3 months
Current liabilities from cash deposits by market participants
Cash and cash equivalents
31 Dec 2019
229
Interest
628.8
5.3
Provisions for restructuring and efficiency measures include provisions for contractually agreed early
retirement benefits and severance payments as well as expenses directly related to restructuring
measures. Furthermore, this item includes provisions amounting to €16.8 million (31 December 2018:
€59.0 million for the implementation of the restructuring plan.
For details on share-based payments, see ☑ note 25.
19. Other current provisions
Deutsche Börse Group reports the following contract liabilities resulting from contracts with customers:
Contract liabilities
Non-current contract liabilities
The other non-current and current provisions amount to a total of €476.0 million (31 December 2018:
€516.5 million). The non-current provisions in amount of €225,2 million (31 December 2018: €209.9
million) essentially have a residual lifetime between one to five years. Furthermore current provisions
exist in amount of €250.7 million (31 December 2018: €306.6 million).
Current contract liabilities
31 Dec 2019
31 Dec2018
€m
€m
20.2
10.0
Total
21.5
<3
Notes Consolidated balance sheet disclosures
0
0
0.2
Balance as at 31 Dec 2019
34.1
9.6
Further information
8.6
1) Relates primarily to reclassifications to the employee-funded deferred compensation plan (see ☑note 17) as well as to reclassifications from liabilities
228
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
25.0
5.4
41.7
15.4
36.4
27.7
24.5
21.5
5.4
8.3
50.6
6.8
3.4
3.3
2.7
2.9
0.4
3.8
4.2
543.9
210.6
€m
The business combination of Axioma led to an increase of contract liabilities by €24.5 million, which
include accruals from „SaaS Middle Office“ products at the reporting date.
Composition of other current liabilities
Liabilities from CCP positions
Tax liabilities (excluding income taxes)
Vacation entitlements, flexitime and overtime credits
Contract liability
Social security liabilities
Liabilities to employees
Liabilities to supervisory bodies
Deferred income
Miscellaneous
Total
31 Dec 2019
31 Dec 2018
€m
332.9
4.8
29.2
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. If volatility is low, the actual return is further expected
to exceed the return on corporate bonds with a good rating in the medium to long term. The level of the
net liability is influenced by the discount rates in particular, whereby the current low interest rates
contribute to a relatively high net liability. Deutsche Börse Group considers the share price risk resulting
from derivative positions in equity index futures in the plan assets to be appropriate. The company bases
its assessment on the expectation that the overall volume of payments 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.
-15.2
0
0
-0.6
-0.8
0.6
0.8
-11.6
-37.3
-37.3
-42.5
Settlements
Benefit payments
Plan participants
Employers
Contributions:
-42.5
15.2
11.6
0
1) Thereof €-0.2 million (2018: €-0.1 million) in the offsetting item for non-controlling interests
164.1
193.4
-372.1
-428.2
0.6
0.6
1.4
1.5
-0.8
536.2
-0.9
621.6
Balance as at 31 Dec
costs
Tax and administration
0
0
0
0.3
0.1
-0.2
-0.5
Effect of exchange rate
-2.3
-5.6
Experience adjustments
3.7
70.3
assumptions
Adjustments to financial
-0.5
demographic assumptions
Adjustments to
income
recognised in interest
excluding amounts already
Return on plan assets,
Remeasurements
32.5
differences
In 2019 financial year, employees converted a total of €6.4 million (2018: €6.9 million) of their
variable remuneration into deferred compensation benefits.
-22.5
-22.5
0.5
0.6
differences
Effect of exchange rate
0
23.8¹)
42.2¹)
22.9
-22.5
0.9
64.7
0
-2.3
-5.6
3.7
70.3
-0.5
22.9
22.9
28.8
223
Executive and Supervisory Boards
529.5
Increase by 1.0 per centage point
536.2
621.6
Present value of the obligation"
Discount rate
Change
%
obligation
€m
-14.8
%
Defined benefit
Defined benefit
obligation
€m
2018
2019
Effect on defined benefit
obligation
Effect on defined benefit
obligation
Change in actuarial assumption
Change
460.2
-14.2
Reduction by 1.0 per centage point
Increase by 0.5 per centage points
Pension growth
-1.3
529.1
-1.8
610.2
Reduction by 0.5 per centage points
2.6
549.9
2.2
635.4
Increase by 0.5 per centage points
Salary growth
18.3
634.2
18.9
739.2
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
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.
Sensitivity analysis
In Germany, the "2018 G" mortality tables (generation tables) developed by Prof Klaus Heubeck are
used. For Luxembourg, generation tables of the Institut national de la statistique et des études
économiques du Grand-Duché de Luxembourg are used.
Germany
Luxembourg
Germany
31 Dec 2018
31 Dec 2019
1) Up to the age of 50, afterwards 0 per cent
Staff turnover rate
Pension growth
Salary growth
Discount rate
Actuarial assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and are shown in the
following table:
Assumptions
Further information
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Luxembourg
Gruppe Deutsche Börse | Annual report 2019
%
%
2.00¹)
2.00¹)
2.00
2.00
1.80
2.00
1.80
2.00
3.30
3.50
3.30
3.50
1.75
1.75
1.00
1.00
%
%
-6.5
-6.5
39.0
164.1
193.4
4.8
29.2
159.4
Amount recognised in the balance sheet
0
The defined benefit plans comprise a total of 2,772 beneficiaries (2018: 2,768). The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
0
0
0
Impact of minimum funding requirement/asset
ceiling
164.1
193.4
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
0
Allocation of the present value of the defined benefit obligation to the beneficiaries
Total
Germany
2.4
189.4
Former employees with vested entitlements
294.9
319.7
24.3
81.8
213.6
Eligible current employees
€m
€m
Total
31 Dec 2018
31 Dec 2019
Other
€m
€m
€m
Luxembourg
Financial statements
Notes | Consolidated balance sheet disclosures
Further information
Net liability of defined benefit obligations
-20.9
-428.2
-372.1
Funded status
155.1
28.5
4.7
188.3
159.8
Present value of unfunded obligations
4.3
0.7
0.1
5.1
4.3
Net liability of defined benefit obligations
159.4
-55.7
0.3
-351.6
that are at least partially funded
<3
Total
Germany
Luxembourg
Other
€m
€m
€m
31 Dec 2019
€m
Total
31 Dec 2018
€m
Present value of defined benefit obligations
506.7
84.2
25.6
616.5
531.9
Fair value of plan assets
192.1
149.8
Pensioners or surviving dependants
0
0.1
combinations
Changes through business
144.2
164.1
-363.4
-372.1
507.6
536.2
Balance as at 1 Jan
€m
€m
€m
€m
€m
€m
0
2018
0.1
Current service cost
35.3
2.7
2.7
0
and losses on settlements
Past service cost and gains
2.4
2.7
-6.5
-6.5
8.9
9.2
Interest expense/(income)
27.4
26.1
27.4
26.1
0
636.6
2019
2019
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
221
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for executives described in the second paragraph below, 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 individual 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 upon 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
5 per centage 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.
Executive boards of Group companies (Germany and Luxembourg)
Essentially, the retirement benefits encompass the following retirement benefit plans:
536.2
621.6
25.6
84.9
511.1
91.5
109.8
1.0
0.7
108.1
Notes Consolidated balance sheet disclosures
2018
Further information
<3
2018
2019
Total
Fair value of plan assets
Present value of obligations
<3
Changes in net defined benefit obligations
Notes | Consolidated balance sheet disclosures
Further information
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
222
The defined benefit pension plan in favour of Luxembourg employees is funded by means of cash
contributions to an “association d'épargne pension” (ASSEP) organized in accordance with Luxembourg
law. The benefits consist of a one-off capital payment, which is generally paid upon reaching the age of
65. Contributions to the ASSEP are funded in full by the participating companies. The contributions are
determined annually on the basis of actuarial opinions in accordance with Luxembourg law.
Luxembourg
As part of adjustments to the remuneration systems to bring them into line with supervisory
requirements contracts were adjusted for some executives. For executives affected, whose contracts
allowed for the inclusion of only the income received and the variable remuneration above the upper
limit of the contribution assessment as pensionable income, the pensionable income was determined on
the basis of income received from the year 2016. This will be adjusted to account for the increase of the
cost of living according to the consumer price index for Germany as issued by the Federal Statistical
Office. For executives affected, whose capital components were calculated on the basis of income
received, without observing the upper limit of the contribution assessment, an amount has been
determined that will be reviewed annually, and adjusted if necessary, by the Supervisory Board, taking
any changes in circumstances in terms of income and purchasing power into account.
In the period from 1 January 2004 to 30 June 2006, 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 per centage 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 executives who were employed in the above period
can continue to earn capital components.
There is an employee-funded deferred compensation plan for employees of certain Deutsche Börse
Group companies in Germany who joined prior to 1 January 2019. Under this plan, it is possible to
convert portions of future remuneration entitlements into benefit assets of equal value which bear
interest of 6 per cent p.a. The benefits consist of a capital payment made in equal annual instalments
over a period of three years upon the reaching the age of 65 or at an earlier date due to disability or
death.
Germany
Inflation risk
2.4
2.4
Corporate bonds
105.2
82.5
Derivatives
- 0.4
- 0.1
2.5
0.7
Stock index futures
0.4
- 0.3
Interest rate futures
- 0.8
2.8
Investment funds
217.3
246.9
80.5
299.8
<3
In Germany, plan assets are held by a trustee in safekeeping for individual companies of Deutsche Börse
Group and the beneficiaries. At the company's instruction, the trustee uses the funds transferred to
acquire securities, without any consulting by the trustee. The contributions are invested in accordance
with an investment policy, which may be amended by the companies represented in the investment
committee. 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,
a value preservation mechanism is applied; 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 75 per cent derived from the return on five-year German federal government bonds and 25 per cent
from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may only
invest in fixed-income and variable-rate securities, as well as listed investment fund units; it may hold
cash, including in the form of money market funds.
Composition of plan assets
31 Dec 2019
26.1
31 Dec 2018
%
€m
%
Bonds
Government bonds
352.1
82.2
€m
6.1
20.7
5.6
Total plan assets
428.2
100.0
372.1
100.0
As at 31 December 2019, plan assets did not include any financial instruments held by the Group
(2018: nil), nor did they include any property occupied or other assets used by the Group.
Risks
13.2
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 risks.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Consolidated balance sheet disclosures
Further information
Market risk
<3
225
Germany
49.1
50.4
Total listed
377.8
88.2
323.0
86.8
Qualifying insurance policies
21.0
11.8
4.9
4.5
Cash
29.4
6.9
32.2
8.7
Total not listed
16.9
549.3
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries, i.e.
a significant increase in salaries would lead to an increase in the benefit obligation from these 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 com-
pensation 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.
Further information
Composition of plan assets
Notes Consolidated balance sheet disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
224
2) Prior year adjusted
-2.6
522.4
-3.0
602.9
1) Present value of the obligations using assumptions in accordance with the "Actuarial assumptions" table
2.8
551.2
3.0
640.4
Increase by one year
Life expectancy²)
-2.0
525.6
-2.2
608.0
Reduction by one year
Reduction by 0.5 per centage points
240
Interest rate swaps as well as swaptions are used to hedge interest rate risks. As of the reporting date,
there are no hedging relationships with regards to interest rate risk in place.
The risk arising from interest-earning assets and interest-bearing liabilities is monitored on each business
day and limited by using a system which includes mismatch limits in combination with interest rate risk
limits and stop-loss limits. The interest rate risk limits determine the acceptable maximum loss caused
by a hypothetical adverse yield curve shift. The stop-loss limits define the fair value of a portfolio
triggering an ad hoc review and risk-reducing actions.
Group entities may furthermore invest their own capital and part of stable customer cash balances in
high-quality liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which leads to
a comparably low interest rate risk for the Group.
Interest rate risk
In 2019, Deutsche Börse AG did not issue any bonds to refinance long-term indebtedness. For an
overview on details of all bonds issued before 2019 by Deutsche Börse Group, see the "Net assets"
section in the combined management report.
Interest rate sensitive assets include the Group's money market and investment portfolios, while interest
rate sensitive liabilities mainly consist of short-term debt instruments. Interest rate risk from long-term
liabilities of Deutsche Börse AG is mitigated through issuance of fixed-coupon bonds.
Changes in market interest rates may affect Deutsche Börse Group's net profit for the period attributable
to Deutsche Börse AG shareholders. This risk arises whenever interest terms of financial assets and
liabilities are different.
9) Net value of all margin requirements resulting from executed traes at the reporting date as well as default fund requirements: this figure represents the riskoriented
view of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties" itemin
the blance sheet shows the gross amount of the open trades acccording to IAS 32.
Cash received as deposits from market participants is mainly invested via short-term reverse repurchase
agreements and in the form of overnight deposits at central banks, limiting the risk of a negative impact
due to a changed interest rate environment. Negative interest rates resulting from reinvestments of these
cash deposits are passed on to the respective Clearstream (post-trading) customers after applying an
additional margin. For Eurex Clearing AG, interest rates on cash collateral are in principle calculated
based on a predefined market benchmark rate per currency after deducting an additional spread per
currency. In exceptional cases such as market disruption Eurex Clearing AG reserves the right to
calculate interest rates on cash collateral based on the realised interest rate.
8) Meets the IFRS 9 criteria for a financial guarantee contract
€m
6) 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.
5) The amount includes collateral totalling €5.1 million (2018: €5.1 million)
4) Total of fair value of cash (2019: nil; 2018: nil) and securities collateral (2019: €6,552.2 million; 2018: €6,616.7 million) received under reverse repurchase
agreements
3) Thereof €274.0 million pledged to central banks (2018: €162.7 million)
2) Thereof none pledged to central banks (2018: nil)
1) Presented in the items "restricted bank balances" and "other cash and bank balances"
111,975.6
131,879.1
143,302.2
In the 2019 financial year, no impairment losses (2018: €0.6 million) were recognised in profit or loss
for strategic investments that are not included in the VaR for market risk.
7) Off-balance-sheet items
Market risk arises from changes in interest rates, foreign-exchange rates and other market prices.
Deutsche Börse Group is generally only affected to a limited extent by market risk. The required
economic capital for market risk is calculated on a monthly basis. As at 31 December 2019, the
required economic capital for market risk was €117.0 million (2018: €84.0 million).
Credit risk concentrations
Market risk
Decrease in the allowance recognised
in profit or loss during the period
0
-0.4
-0.6
-1.0
Closing loss allowance as at 31 December 2019
0
1.1
6.0
<3
7.1
Deutsche Börse Group's business model and the resulting business relationships mean that, as a rule,
credit risk is concentrated on the financial services sector. Potential concentrations of credit risk are
limited by application of counterparty, group and country credit limits. Collateral and currency
concentrations are also monitored.
Management of credit risk concentration, including collateral concentration, and so-called large
exposures, is conducted in compliance with applicable regulatory requirements such as those arising
from, among others, articles 387-410 of Regulation (EU) 575/2013 (Capital Requirements Regulation,
CRR), article 47 paragraph 8 of Regulation (EU) 648/2012 (European Market Infrastructure Regulation,
EMIR) and respectively applicable national requirements (see also note 15 for an explanation of
regulatory capital requirements). Requirements on concentration risks arising from Regulation (EU)
909/2014 (Central Securities Depository Regulation, CSDR) have been implemented as part of Deutsche
Börse Group's affiliated CSDs' authorisation under article 16 CSDR.
The required economic capital (value at risk (VaR) with a 99.98 per cent confidence level) for credit risk
is calculated monthly for each day and amounted to €510.0 million as at 31 December 2019 (2018:
€517.0 million).
Deutsche Börse Group also applies additional methods in order to detect credit concentration risks. In
2019, no significant adverse credit concentrations were assessed.
239
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
158,628.3
due
Not more
€m
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
237
In 2018 and 2019, no losses from credit transactions occurred in relation to any of the transaction types
described.
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrowings
from various counterparties totalling €58,008.6 million as at 31 December 2019 (2018:
€42,558.3 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €58,228.6 million (2018:
€42,693.7 million). This collateral was pledged to the lender, while Clearstream Banking S.A. remains
its legal owner.
Clearstream (GSF, collateral management) also guarantees the risk resulting from the Automated
Securities Fails Financing programme it offers to its customers, where Clearstream Banking S.A. acts as
an intermediary between borrower and lender. This risk is collateralised. Guarantees given under this
programme amounted to €288.8 million as at 31 December 2019 (2018: €413.2 million). Collateral
received by Clearstream Banking S.A. in connection with these loans amounted to €316.6 million
(2018: €448.4 million).
Clearstream (post-trading) grants customers intraday technical overdraft facilities to maximise settlement
efficiency. These settlement facilities are subject to internal credit review procedures. They are revocable
at the option of the Clearstream subgroup and are in general fully collateralised. Technical overdraft
facilities amounted to €115.5 billion as at 31 December 2019 (2018: €115.2 billion). Of this amount,
€3.4 billion (2018: €3.3 billion) is unsecured and only relates to credit lines granted to selected central
banks and multilateral development banks in compliance with the CSDR exemption as per article 23 of
Commission Delegated Regulation (EU) 2017/390. Actual outstandings at the end of each business day
generally represent a small fraction of the facilities and amounted to €231.7 million as at
31 December 2019 (2018: €2,253.3 million); see ☑note 13.2.
Loans for settling securities transactions
Ats at 31 December 2019, Eurex Clearing AG has pledged no securities to central banks.
As at 31 December 2019, Clearstream S.A.has pledged secorities with a value of €476.7 million to
central banks. Of this, securities with a value of €274.0 million relate to reverse repurchase agreements
(2018: €162.7 million) and €202.7 million (2018: €1,205.7 million) stem from Clearstream's
investment portfolio.
Management report
The fair value of securities received under reverse repurchase agreements was €6,653.0 million (2018:
€7,081.4 million). Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the eligible
securities received to their central banks to regain liquidity.
According to the treasury policy, mainly highly liquid financial instruments with a minimum rating of AA-
(Standard & Poor's/Fitch) or Aa3 (Moody's) issued or guaranteed by governments or supranational
institutions are eligible as collateral.
<3
Further information
Notes Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
236
The Group mitigates such risks by investing short-term funds either - to the extent possible - on a
collateralised basis, e.g. via reverse repurchase agreements, or by depositing them with central banks.
Uncollateralised cash investments are permitted only with counterparties with sound creditworthiness
within the framework of defined counterparty credit limits. Counterparty credit risk is monitored on the
basis of an internal rating system.
due
€m
Financial statements
Further information
due
days past
days past
days past
days past
days past
days past
than360
than 360
More
Notes Other disclosures
2.4
than 90
than 60
Not more
Not more
Not more
than 30
Loss allowances for trade receivables as at 31 December 2019
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. Trade receivables
are analysed using an expected credit loss model based on the simplified approach as outlined in
IFRS 9. To measure the expected credit loss, trade receivables and contract assets have been grouped
based on the days past due. The trade receivables share the main risk characteristics. The expected loss
amount has been determined by applying the lifetime expected loss approach. The expected loss rates
are based on the payment profiles over a period of five years and the loss profile experienced over that
period.
Trade receivables
To safeguard the Group's central counterparties 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 the respective clearing house. Additional
safety mechanisms of the Group's central counterparties are described in detail in the risk report.
Financial instruments of the central counterparties
Not more
than 120
€m
1.8
in profit or loss during the period
Loss allowances for trade receivables as at 31st December 2018
Not more
than 30
days past
More than
30 days
More than
60 days
due
past due
past due
€m
€m
€m
More than
90 days
past due
€m
More than
7.1
More
than360
days past
past due
€m
due
€m
Insolvent
€m
Total
€m
Deutsche Börse Group is exposed to credit risk in connection with the investment of cash funds.
Clearstream receives cash deposits from its customers in various currencies, and invests these cash
deposits in money market instruments. Eurex Clearing AG receives cash collateral mainly in its clearing
currencies EUR and CHF.
Expected loss
rate
0.0%
0.0%
0.0%
0.0%
5.0%
82.0%
120 days
0,0%
1.3
1.1
due
€m
due
€m
Insolvent
€m
Total
€m
Expected loss
rate
0.0%
0.0%
0.0%
1.0%
5.0%
82.0%
0,0%
4.7
Trade
24.6
13.4
5.8
4.4
19.9
5.7
1.3
75.1
Loss allowance
0.0
0.0
0.0
0.1
Receivables
0.6
Trade
30.5
Total
Stage 3
€m
€m
€m
€m
Closing loss allowance as at 1 January 2018
0.3
0.5
3.2
4.0
Increase in the allowance recognized in profit or loss during the
period
0
Trade
receivables
0.5
2.3
Decrease in the allowance recognized
in profit or loss during the period
Closing loss allowance as at 31 December 2018
-0.2
-0.1
-0.2
-0.5
0.1
0.9
4.8
5.8
Increase in the allowance recognized
1.8
Receivables
Trade
receivables
Stage 1/2
Debt securities
12.4
7.1
3.2
15.0
4.3
1.3
73.8
Loss allowance
0
0.1
0
0
0.8
Stage 1
3.5
5.7
Trade receivables are written off when there is no reasonable expectation of recovery. In 2019, no
significant receivables (31 December 2018: nil) were uncollectible due to customer defaults. Moreover,
no significant payments were received in 2019 for receivables which had previously been written off
(2018: €0.1 million).
238
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
due
Further information
Debt securities
<3
All of the entity's debt securities measured at amortised cost are considered to have low credit risk, and
the loss allowance recognised during the period was therefore limited to twelve months' expected losses.
The Group considers "low credit risk" for listed bonds to be an investment grade credit rating granted by
an external rating agency. The expected loss is calculated based on a loss rate approach derived from
default rates provided by a rating agency.
Development of the loss allowance
1.3
Notes Other disclosures
0
Cash investments
Collateralised cash investments
Reverse repurchase agreements
Eurex (financial
derivatives)¹)
91.2
49.7
100.82)
53.7
Clearstream
(post-trading)
13.2
6,394.3
Group¹
1)
0
6,485.5
6,516.2
410.0
6,975.9
€m
31 Dec 2018
Amount at
4
Notes Other disclosures
Further information
Credit risk
Credit risk of financial instruments (part 1)
Carrying amounts -
maximum risk exposure
Amount at
Amount at
6,552.23)4)
Segment
31 Dec 2019
31 Dec 2018
€m
€m
E>
Collateral
Amount at
31 Dec 2019
€m
Note
Financial statements
0
6,616.73) 4)
411.0
7,081.4
trading)
437.2
556.7
0
Clearstream (post-
trading)
1,604.5
2,252.5
0
0
Group
748.7
733.3
0
0
Clearstream (post-
0
0
5,571.8¹¹)
Uncollateralised cash investments
Money market lendings -
central banks
Money market lendings -
other counterparties
Balances on nostro accounts
and other bank deposits
Securities
Fund assets
Eurex (financial
derivatives)
Clearstream (post-
trading)
26,038.8
6,653.0
24,287.9¹¹)
0
5,998.6
5,974.7
0
0
EEX (commodities)
3,989.7
0
Clearstream (post-
trading)
Management report
Gruppe Deutsche Börse | Annual report 2019
1,121.8
3.7
455.1
512.7
1,360
1,154
America
231.5
199.2
4.8
1.5
1,029.9
213.2
411
184
999.2
Rest of Europe
4,425
4,721
2018
€m
€m
€m
2019
€m
2018
2019
Asia-Pacific
2018
Euro zone
1,718.1
1,491.2
176.1
154.7
4,043.4
3,636.2
€m
Executive and Supervisory Boards
168.5
0.1
160.0
5,550.9
4,365.0
6,775
5,964
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2019: €704.2 million, 2018: €887.4 million) and
Germany (2019: €769.6 million, 2018: €655.0 million)
2) Excluding goodwill and right-of-use assets from leasing
3) Including countries in which more than 10 per cent of assets are held: Germany (2019: €3,634.1 million, 2018: €3,439.2 million) and United
States (2019: €1,029.9 million, 2018: €213.2 million)
4) These include intangible assets, property, plant and equipment, and investments in associates and joint ventures
5) Prior year adjusted
23. 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). These include the nature and extent of risks
arising from financial instruments, as well as the objectives, 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 risk. Financial risks are quantified using the economic capital concept
(please refer to the risk report for detailed disclosures). Required economic capital is assessed on a
99.98 per cent confidence level for a one-year holding period. It is compared with the Group's liable
equity capital adjusted for intangible assets so as to test the Group's ability to absorb extreme and un-
expected losses. Required economic capital (REC) for financial risk is calculated at the end of each
month and amounted to €627.0 million as at 31 December 2019, whereby €510.0 million stem from
credit risk and €117.0 million stem from market 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.
234
184.7
-60.2
2,899.2
3,054.2
Group
0.1
22.5
2.9
283
201
Total of all regions
3,117.3
147.2
2,959.4
160.0
5,550.9
4,365.0
6,775
5,964
Consolidation of internal
net revenue
-63.1
184.7
13.2
1,266.9
1,610.0
23.7
0
0
Trade receivables
Group
13.2
454.4
403.2
0
0
Clearstream
Other receivables
(post-trading)
43.1
57.7
23.7
Group
Other assets
0
65,198.2
€m
50,223.5
Other financial instruments
Convertible notes
Group
13.5
0
0
0
0
Other loans
Group
0.3
0.4
0
2.7
93,216.6
о
derivatives)
0
Financial instruments
held by central
counterparties
52,889.49
47,969.59
66,680.910)
61,752.110)
Derivatives
Total
13.5
1.4
4.7
0
0
0
2,111.4
591.9
0
13.2
48.4
1,608.9
0
0
Group
21.6
Eurex (financial
14.4
0
Other instruments at fair
value
Group
13.2
0.4
0.4
0
0
105,145.6
Balance brought forward
€m
40,131.0
41,016.0
0
0
Loans for settling securities transactions
Technical overdraft
facilities
Clearstream (post-
trading)
13.2
231.7
2,253.3
n.a.
n.a.
Automated Securities Fails
Financing"
0
0
14.6
28.4
о
Eurex (financial
derivatives)
13.2
4.2
9.4
0
Clearstream (GSF)
0
13.2
14.05)
5.15)
0
0
Group
13.5
Group
288.88)
413.28)
316.6
Further information
Credit risk of financial instruments (part 2)
<3
Carrying amounts -
maximum risk exposure
Collateral
Amount at 31
Amount at 31
Notes | Other disclosures
Segment
Dec 2019
Dec 2018
Amount at 31
Dec 2019
Amount at 31
Dec 2018
€m
€m
Note
2019
Financial statements
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
448.4
ASLplus securities lending"
Clearstream (GSF)
58,008.6
42,558.3
58,228.6
58,529.1
Management report
45,224.8
42,693.7
43,142.1
Total
105,145.6
93,216.7
65,198.2
50,223.5
235
58,545.2
20185)
3.7
Number of employees
-49.9
37
37
Xetra (cash equities)
222.6
228.7
-101.7
-118.8
56
51
Clearstream (post-trading)
764.7
727.3
-305.0
-351.9
-57.7
78.8
92.1
42
in %
in %
Eurex (financial derivatives)
EEX (commodities)
360T (foreign exchange)
957.1
936.1
60
-314.4
68
60
289.3
256.6
-169.6
-149.2
41
-376.3
€m
52
183.1
158.9
Total
2,936.0
157.5
2,779.7
-66.3
-83.5
58
47
-1,264.4
-1,340.2
57
52
1) As part of the combination, certain licence revenues were re-allocated from the Data segment to the new Qontigo segment (index and analytics business)
Segment reporting (part 2)
Depreciation,
Data (data business)
66
47
-53.9
154.3
-110.3
-108.3
40
30
GSF (collateral management)
78.0
IFS (investment fund services)
83.1
-48.4
49
41
2019
€m
190.2
157.3
-101.0
-38.4
2018
2019
2018
Average price for
the period¹)
Number of
potentially dilutive
ordinary shares
IAS 33
€
0
31 Dec 2019
3,252
€
31 Dec 2019
126.10
3,252
3,252
1) Volume-weighted average price of Deutsche Börse AG shares on Xetra calculated on a daily basis for the period 1 January to 31 December 2019
2) This relates to share subscription rights within the scope of the Long-term Sustainability Instrument (LSI) for senior executives. The quantity of subscription rights
under the 2014 LSI tranche may still change from the quantity reported as at the reporting date, since subscription rights will only be granted in future financial
years.
As the volume-weighted average share price calculated on a daily basis was higher than the adjusted
exercise price for the 2014 tranche, these stock options are considered to be dilutive under IAS 33 as at
31 December 2019.
Calculation of earnings per share (basic and diluted)
2019
2018
Average number of
outstanding options
€
0
Total
20142)
10) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements
11) Prior year figures adjusted
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
Number of shares outstanding as at beginning of period
21. Earnings per share
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (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
acquired under the share-based payment programmes (see also note 25) were added to the average
number of shares. In order to calculate the number of potentially dilutive ordinary shares, the exercise
prices were adjusted for the fair value of the services still to be provided.
In order to determine diluted earnings per share, the 2014 Long-term Sustainable Instrument (LSI)
tranche, for which cash settlement has not been resolved, is assumed to be settled with equity
instruments - regardless of actual accounting in accordance with IFRS 2. The following potentially
dilutive rights to purchase shares were outstanding as at 31 December 2019:
Calculation of the number of potentially dilutive ordinary shares
Tranche
Exercise price
Adjustment of the
exercise price
according to
<3
183,347,045
186,610,158
Number of shares outstanding as at end of period
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
22. Segment reporting
231
<3
Segment reporting (part 1)
Net revenues
Operating costs
EBITDA
2019
€m
2018¹)
€m
2019
€m
Deutsche Börse divides its business in nine individual segments: This structure serves as a basis for the
Group's internal management and financial reporting (see the table entitled “Internal organisational and
reporting structure" for details).
amortisation and
impairment losses
As in the previous year, there were no subscription rights in 2019 that were excluded from the
calculation of the weighted average of potentially dilutive shares for having a dilutive effect during the
reporting year ending on the reporting date.
5.47
183,429,035
183,347,045
Weighted average number of shares outstanding
183,381,196
184,887,281
Number of potentially dilutive ordinary shares
3,252
4.46
7,605
183,384,448
184,894,886
Net income for the period (Em)
Earnings per share (basic) (€)
1,003.9
5.47
824.3
4.46
Earnings per share (diluted) (€)
Weighted average number of shares used to compute diluted earnings per share
Employees
Qontigo (index and analytics business)
CAPEX¹
232
Gruppe Deutsche Börse | Annual report 2019
EBIT
Management report
Financial statements
Notes Other disclosures
Further information
Non-cash valuation allowances and bad debt losses resulted from the following segments:
Breakdown of non-cash valuation allowances and bad debt losses
Eurex (financial derivatives)
360T (foreign exchange)
Xetra (cash equities)
Clearstream (post-trading)
GSF (collateral management)
Qontigo (index and analytics business)
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales
revenue. Inter-segment services are charged on the basis of measured quantities or at fixed prices,
e.g. the provision of data by the Eurex (financial derivatives) segment to the Data segment. For an
overview of intercompany revenes, see ☑ note 4. Services between the segments are charged on the
basis of assessed quantities or at fixed prices, e.g. data delivery from the Eurex segment (financial
derivatives) to the Data segment.
1) Excluding investments from business combinations
5,964.0
160.0 6,775.0
7.0
3.4
608.0
197.0
Data (data business)
Total
-8.3
-226.2 -210.5
Data (data business)
-21.8
52.1
9.4
9.9
280.0
275.0
1,452.1 1,233.2
184.7
84.2
97.7
Total
2018
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 designated the following regional segments: the eurozone, the rest of Europe,
America and Asia-Pacific.
Sales revenue is allocated to the individual regions according to the customer's domicile, while
investments and non-current assets are allocated according to the company's domicile and employees
according to their location.
As described above, the analysis of sales is based on the direct customer's billing address. This means
e.g. that sales to an American investor trading a product with an Asian underlying via a European
clearing member are classified as European sales.
233
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
Information on geographical regions
<3
Sales revenue
1)
Investments²)
Non-current non-
financial assets ³) 4)
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 decisive whether sales revenue is generated
from German or non-German participants.
In the prior year there was an impairment loss required to be recognised for strategic investments in
amount of €0.6 million, see note 8). An additional impairment loss from developed software was
recognised in the 2019 reporting year in amount of €1.8 million (2018: €36.7 million, see note 11
and note 12).
3.2
2.2
€m
€m
0.2
0.2
0.6
0.5
0.9
2019
1.4
-0.3
0.1
0.1
-0.8
1.2
0.3
0.1
0.9
76.7
Executive and Supervisory Boards
-12.5
34.8
1,412.0
1,265.0
EEX (commodities)
-31.4
-26.5
88.0
80.7
28.6
21.2
829.0
725.0
360T (foreign exchange)
-19.3
-15.8
37.6
511.0
594.1
-48.4
(as at 31 December)
୮
୮
2019
€m
2018
€m
2019
€m
15.1
2018
2019
€m
2018
2019
2018
-5.7
Eurex (financial derivatives)
-53.6
€m
13.1
€m
4.3
53.6
26.5
22.1
16.2
887.0
752.0
GSF (collateral management)
-19.5
-5.0
22.7
5.7
3.6
240.0
242.0
Qontigo (index and analytics business)
6.0
33.1
-19.2
-11.5
57.8 1,776.0 1,767.0
260.0
IFS (investment fund services)
253.0
Xetra (cash equities)
-14.4
110.4
104.2
13.0
-11.3
483.0
488.0
Clearstream (post-trading)
-62.5 -50.0
396.9
55.3
8.8
325.2
To other
senior
executives
Disposals
Tranche
2014
Disposals Disposals
Tranche Tranche
2015
2016
Disposals Disposals Additions
Tranche Tranche Tranche
2017
2018
2019
Options
forfeited
Balance
at
31 Dec
2019
265.210
31 Dec
2018
Fully
settled
cash
options
at
Total
Change in number of LSI and RSU shares allocated
Provisions amounting to €33.1 million were recognised as at 31 December 2019 (31 December 2018:
€26.5 million). The total expense for LSI stock options in the reporting period amounted to €10.9
million (31 December 2018: €10.1 million).
27.0
6.1
33.1
244,904
5.6
0
0
5.6
Balance
Total
“Principles
0
127.39 137.49
250
In financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP) was
introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time
participation. The appropriate number of phantom shares was calculated based on the number of shares
granted and the increase of Deutsche Börse AG's net profit for the period attributable to shareholders
of Deutsche Börse AG, as well as 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 entities. The performance period for the measurement of the performance criteria
commenced on 1 January 2015 and ends on 31 December 2019. The shares are subject to a
performance period of five years and a waiting period until 31 December 2019. The subsequent
payment of the stock bonus will be settled in cash, by 31 March 2021.
Co-Performance Investment Plan (CPIP)
The payout amount is calculated by multiplying the final number of performance shares with the average
share price (Xetra closing price) of Deutsche Börse AG's shares in the last calendar month preceding
the performance period, plus the total of dividend payments made during the performance period based
on the final number of performance shares. The plans are settled in cash.
The final number of Performance Shares was calculated by multiplying the original number of
Performance Shares with the level of overall target achievement. The PSP level of overall target
achievement was based on 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 increase of Deutsche Börse AG's net profit for the period attributable to shareholders of the parent
company. The two performance factors contribute 50 per cent each to calculate overall target
achievement.
The 100 per cent stock bonus target was calculated in euros for each Executive Board member. The 100
per cent stock bonus target for selected executives and employees of Deutsche Börse AG and
participating subsidiaries is defined by the responsible decision-making bodies. Based on the PSP 100
per cent stock bonus target, the corresponding number of phantom shares for each beneficiary was
calculated by dividing the stock bonus target by the average share price (Xetra closing price) of Deutsche
Börse AG's shares in the last calendar month preceding the performance period. Any right to payment of
a PSP stock bonus vested only at the end of a five-year performance period.
The PSP was launched in financial year 2016 for members of the Executive Board of Deutsche
Börse AG as well as selected senior executives and employees of Deutsche Börse AG and of participating
subsidiaries. The number of phantom PSP shares to be allocated is calculated based on the number of
shares granted and the increase of net profit for the period attributable to Deutsche Börse AG
shareholders, as well as 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
constituents. The shares are subject to a performance period of five years. The subsequent payment
of the stock bonus will be settled in cash. For further details on this plan, please see the
governing the PSP and assessing target achievement for performance shares" section in the
remuneration report.
<3
Performance Share Plan (PSP)
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
249
0 244,904
0 244,904
-3,907 -15,691 42,470 -40,276
-3,907 -15,691 42,470 -40,276
-2,452
-2,452
-450
-450
265.210
140.15
0
42,470
Thereof: Lease liabilities
11.6
33.9
0
0
-6.4
39.1
Financial liabilities
measured at fair value
3.6
0
0
3.6
Cash deposits by market
participants
29,751.1
4.7
14,225.4
0
0,3
0
84.3
0
0
84.3
Trade payables
0.4
204.0
0.7
0
0
1.6
206.7
Current financial liabilities
measured at amortised cost
13,826.3
63.7
335.1
0
0
0
Total non-derivative financial
-11,220.4 -60,161.0
-6,920.1
-4,176.5 -1,057.7
0 -83,535.7
-16.0
-79.3
0
0
0
0
0
0
-829.6
-75.7
-2,171.0
0
0
82,645.7
29,775.8
0
4,176.5
liabilties (gross)
43,581.4
272.4
381.4
1,542.1
1,362.2
-236.5 46,903.0
Derivatives and financial
instruments held by central
counterparties
Financial liabilites and derivatives
held by central counterparties
less financial assets and derivatives
held by central counterparties
Cash inflow - derivatives and
hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Cash outflow - derivatives and
hedges
11,220.4 59,271.0
6,920.1
1,057.7
0
fair value through profit or loss
Non-current financial liabilities at
USD
3,050.0
1,425.0
Settlement²
GBP
350.0
500.0
European Energy Exchange AG
European Commodity Clearing AG
Axioma Inc.
working capital
€
22.0
20.0
settlement
GBP
1.0
1.0
Settlement²)
working capital
500.0
€
€
1,170.0
1,170.0
settlement
CHF
200.0
200.0
settlement²
USD
150.0
0.0
Clearstream Banking S.A.
working capital¹
€
750.0
750.0
Settlement²)
1,250.0
USD
50.0
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
2) Including committed foreign exchange swap lines and committed repo lines.
1 year but
not more
than 5
years
€m
Over 5
years
€m
Reconcilia-
tion to
carrying
amount
€m
Carrying
amount
€m
Non-current financial liabilities
measured at amortised cost
0
0
45.6
Thereof: Lease liabilities
0
0
0
1,457.8
153.3
1,362.2
227.2
-238.4
-39.4
2,627.2
341.0
More than
but not
more than
1 year
€m
€m
Not more
than 3
months
For refinancing purposes, Eurex Clearing AG and the Clearstream Banking S.A. can pledge eligible
securities with their respective central banks. 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$3.0 billion as at 31 December 2019 (2018: US$3.0 billion). Euroclear Bank S.A./N.V.
has also issued a guarantee in favour of Clearstream Banking S.A. amounting to US$3.0 billion (2018:
US$3.0 billion).
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term
financing, involving a total facility of €2.5 billion in various currencies. As at year-end, there was no
commercial paper outstanding (2018: 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 2019,
commercial paper with a nominal value of €311.9 million had been issued (2018: €402.1 million).
242
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Cash flow hedges
Further information
In 2019, Standard & Poor's confirmed Deutsche Börse AG's AA credit rating with a stable outlook. At the
end of 2019, Deutsche Börse AG was one of only two DAX-listed companies that had been given an AA
rating by Standard & Poor's. Deutsche Börse AG's commercial paper programme was awarded the best
possible short-term rating of A-1+. The AA rating of Clearstream Banking S.A. was confirmed with a
stable outlook by the rating agencies Fitch and Standard & Poor's in 2019. For further details on the
rating of Deutsche Börse Group, see the "Financial position" section in the combined management
report.
Maturity analysis of financial instruments (1)
31.12. 2019
Non-derivative financial liabilities
Contractual maturity
More than
3 months
Sight
€m
<3
0
Derivatives held for trading
828.2
Derivatives and financial
instruments
held by central counterparties
Financial liabilites and derivatives
held by central counterparties
less financial assets and
derivatives held by central
counterparties
Cash inflow-derivatives and
hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Cash outflow - derivatives and
hedges
26,256.3 54,796.6
13,015.4
7,347.1
2,638.3
0 104,053.7
-26,256.3 -55,008.6 -13,015.4
-7,347.1
-2,638.3
51,062.3
0 -104,265.7
-218.5
1,335.5
Other bank loans overdrafts
29,559.2
203.9
0
270.9
0
0
-16.4
0
0
0
0
19,024.7
29,559.2
Total non-derivative financial
liabilties (gross)
48,125.5
398.9
270.9
1,150.0
0
0
0
0
Derivatives held for trading
1,592.4
136.9
1,662.7
0
0
Total derivatives and hedges
-0.2
-212.2
20.3
0
0
Financial guarantee contracts
0
0
0
0
0
0
0
0
0
0
0
0
0
0
-1,592.6
-137.1
18,566.3
-1,642.4
0
Cash flow hedges
0
0
0
0
Fair value hedges
0
0
settlement
related parties and other current
liabilities
0.0
Management report
Financial statements
Notes | Other disclosures
Further information
Maturity analysis of financial instruments (2)
Contractual maturity
<3
Not more
Sight
than 3
months
More than
3 months
but not
more than
More than
1 year but
not more
than 5
Reconcilia-
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
31.12.2018
243
0
16.0
75.9
80.3
0
0
2,172.2
0
0
Total derivatives and hedges
-1.4
-889.9
2.2
0
0
Financial guarantee contracts
0
0
0
0
€m
€m
1 year
0
0
0.2
Non-derivative liabilties from
banking issues
0
195.0
0
0
195.0
Payables to associates
0
0
0
0
0
0
0.2
0
0
0
€m
years
€m
Over 5
years
€m
tion to
carrying
amount
€m
Carrying
amount
€m
Non-derivative financial liabilities
Trade payables, payables to
Interest-bearing liabilities
0
0
1,335.3
1,150.0
-202.1
2,283.2
Other non-current financial
liabilities
0
244
Eurex Clearing AG
605.0
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are
settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based
payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking a three-year retention period and a one-year waiting
period into account.
Restricted Stock Units (RSU)
The number of LSI and RSU shares for the 2015 to 2018 tranches is calculated by dividing the
proportionate LSI or RSU bonus, respectively, for the year in question by the average closing price of
Deutsche Börse AG shares in the last month of a financial year. The number of LSI and RSU shares for
the 2019 tranche is based on the closing auction price of Deutsche Börse shares as at the disbursement
date of the cash component of the 2019 tranche in 2020, or on the closing price as at the following
trading day on the Frankfurt Stock Exchange. This results in individual LSI tranches for the LSI bonus,
which have maturities of between one and eight years. The RSU bonus is used as a basis for another
four-year tranche. Payment of each tranche is made after a waiting period of one year. Neither
remuneration system stipulates any condition of service. Following the expiry of the waiting period, both
the LSI and the RSU shares of the 2015 to 2018 tranches are measured on the basis of the average
closing price of Deutsche Börse AG shares in the last month preceding the end of the waiting period.
The LSI and RSU shares of the 2019 tranche are measured at the closing auction price as at the first
trading day in February of the year in which the holding period ends.
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled in
cash and half in phantom shares of Deutsche Börse AG (LSI shares). All tranches will be settled in cash.
A portion of the variable remuneration is paid in the subsequent year and another portion over a further
period of three or four years. Moreover, a portion of the variable remuneration shall be converted into
RSU, subject to a three-year retention period after grant and a one-year waiting period (RSU shares).
Deutsche Börse Group thus measures the LSI shares as cash-settled share-based payment transactions.
The options are measured using an option pricing model (fair value measurement). Any right to payment
of a stock bonus only vests after the expiration of the one-year service period on which the plan is
based, taking certain waiting periods into account.
Long-term Sustainable Instrument (LSI)
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to
provide share-based remuneration in line with regulatory requirements. This programme was extended
in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans.
<3
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
247
48,062
48,062
-841
-841
Evaluation of the LSI and the RSU
-16,120
-16,120
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
LSI and RSU stock options.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
31.12.2020 to
31.12.2028
-0.66 to -0.61
%
Risk-free interest rate
Term to
31.12.2019
Tranche 2014
Tranche 2015
Tranche 2016
Tranche 2017
Tranche 2018
Tranche 2019
<3
Valuation parameters for LSI and RSU shares
Further information
Notes | Other disclosures
Financial statements
Management report
248
31.12.2019 to
31.12.2025
-0.66 to -0.64
8,403
8,403
0
Provisions for the SBP amounting to €4.3 million were recognised at the reporting date of 31 December
2019 (31 December 2018: €3.5 million). The total expense for LSI stock options in the reporting period
amounted to €2.6 million (2018: €2.1 million).
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic
trading at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the
waiting period.
The stock options from the 2015 SBP tranche were exercised in the reporting period following the
expiration of the waiting period. Shares of the SBP tranches 2016, 2017 and 2018 were paid to former
employees as part of severance payments in the year under review.
51.14
136.55
2018
88.85
120.25
122.96
117.00
0.00
113.97
2017
2016
2015
€
€
Change in number of SBP shares allocated
-772
-772
Balance at
2018
0
57,392
Total
0
0
57,392
executives
senior
To other
2019
Balance at
31 Dec
Options
forfeited
Fully settled
cash options
Additions
Tranche
2019
Disposals
Tranche
2018
Disposals
Tranche
2017
Disposals
Tranche
2016
31 Dec
31.12.2019 to
31.12.2022
-0.66
31.12.2019 to
31.12.2021
-0.66 to -0.64
140.15
140.15
58,719
2016
0.2
0.9
1.1
137.49 138.48
140.15
140.15
7,849
2015
0
0.3
0.3
138.48
140.15
134.89 138.48
140.15
8.0
6.8
2019
7.6
2.7
10.3
129.84 138.48
140.15
140.15
76,181
2018
6.8
1.0
7.8
132.34 138.48
140.15
140.15
57,648
2017
1.2
2,037
2014
€m
0
18,10
18.10
18.10 to 18.92
0 to 1.93
18.10 to 19.80
0 to 1.93
18.10 to 21.68
1.93
0
%
€
Exercise price
Dividend yield
%
Börse AG shares
Volatility of Deutsche
-0.62
-0.64
31.12.2020
to
31.12.2019 to
31.12.2020
O to 1.93
O to 1.93
O to 1.93
0
€m
€m
€
€
31 Dec 2019
31 Dec 2019
Non-current
provision as at
Current
provision as at
Average price of the
forfeited share
options
Settlement
obligation
Fair value/
option as at
Intrinsic value/
option as at
31 Dec 2019
Deutsche
Börse AG share
price as at
31 Dec 2019
€
Number
Balance as at
31 Dec 2019
Tranche
Valuation of LSI and RSU shares
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
31 Dec 2019
Average price of the
exercised share
options
Tranche
Average price of the exercised and forfeited share options
Stock Bonus Plan (SBP)
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
245
Deutsche Börse Group operates the Group Share Plan (GSP), the Stock Bonus Plan (SBP), the Co-
Performance Investment Plan (CPIP) and the Performance Share Plan (PSP) as well as the Long-term
Sustainable Instrument (LSI) and the Restricted Stock Units (RSU), which provide share-based payment
components for employees, senior executives and executive board members.
25. Share-based payment
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A
process has been developed to recognise and evaluate these risks, which are initially recognised based
on their probability of occurrence. These risks are then measured on the basis of their expected value. A
tax liability is recognised in the event that it is more probable than not that the risks will occur. Deutsche
Börse Group continuously reviews whether the conditions for recognising corresponding tax liabilities are
met.
Tax risks
Deutsche Börse Group presents further details of litigation risks in the combined management report
(see explanations in the risk report).
Deutsche Börse Group recognises provisions for the possible incurrence of losses only if there is a
present obligation arising from a past event that is likely to result in an outflow of resources and if the
Group can reliably estimate the amount of the obligation (see also ☑ note 18). Contingent liabilities may
result from present obligations and from possible obligations arising from events in the past. In order to
identify the litigation for which the possibility of incurring a loss is more than unlikely, as well as how
the possible loss is estimated, Deutsche Börse Group considers a large number 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 (to the extent that they
already taken place) as well as expert opinions and evaluations of legal advisors. However, it is also
possible that no reliable estimate for a specific litigation could be determined before the approval of the
consolidated financial statements, and that - as a result - no provisions are recognised. The companies
of Deutsche Börse Group are subject to litigation; as the outcome of litigation is usually uncertain, the
judgement is reviewed continuously.
The companies of Deutsche Börse Group 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. The management of the entity affected must judge
whether the possible obligation results from a past event, as well as evaluate the probability of a cash
outflow and estimate its amount. As the outcome of litigation is usually uncertain, the judgement is
reviewed continuously.
<3
Legal risks
<3
24. Financial liabilities and other risks
The SBP is open to senior executives of Deutsche Börse AG and its participating subsidiaries. It grants a
long-term remuneration component in the form of so-called SBP shares. These are generally accounted
for as share-based payments for which Deutsche Börse AG has a choice of settlement in cash or equity
instruments for certain tranches. Tranches due in previous years were each settled in cash. In the
reporting period, the company established an additional tranche of the SBP for senior executives who
are not risk takers. In order to participate in the SBP, a beneficiary must have earned a bonus. The
awards are settled in cash and the SBP shares are measured 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 consolidated income statement.
Evaluation of the SBP
29/02/2020
-0.72
- 0.63
28/02/2021
31/03/2022
- 0.58
18.67
- 0.54
18.28
%
Volatility of Deutsche Börse AG shares
%
Risk-free interest rate
31/03/2023
Term to
Tranche 2016
Tranche 2017
Tranche 2018
Tranche 2019
Valuation parameters for SBP shares
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
stock options.
The number of stock options 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 are paid at the time the bonus is determined. Rather, the entitlement is generally
received three years after the grant date (the "waiting period"). Within this period, beneficiaries cannot
assert shareholder rights (in particular, the rights to receive dividends and attend the Annual General
Meeting). 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 shares in electronic trading on the Frankfurt
Stock Exchange) is multiplied by the number of stock options. Stock options are settled in cash.
Further information
Notes Other disclosures
Financial statements
Further information
Liquidity risk
<3
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as
commercial paper, issued bonds as well as bilateral and syndicated credit facilities. In addition,
financing required for unexpected events may result in a liquidity risk. Most of the Group's cash invest-
ments are short-term to ensure that liquidity is available, should such a financing need arise. Eurex
Clearing AG and Clearstream may invest stable customer balances up to a maximum of one year in
secured money market products, or in high-quality securities with a remaining maturity of less than ten
years, with an exception for UK gilts accepting a maximum remaining life to maturity of 30 years,
subject to strict monitoring of mismatch and interest rate limits. Term investments can be transacted via
reverse repurchase agreements against highly liquid collateral that can be deposited with the central
bank and used as a liquidity buffer if required. Eurex Clearing AG remains almost perfectly matched with
respect to the durations of customer cash margins received and repective investments.
The companies of Deutsche Börse Group have the following credit lines at their disposal, which were not
utilized as of the balance sheet date.
Contractually agreed credit lines
Company
Amount at
Purpose of credit line
Currency
31 Dec 2019
Amount at
31 Dec 2018
m
m
Deutsche Börse AG
working capital¹)
€
Notes Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
Foreign-exchange rate risk
19.12
<3
The Group operates internationally and is, to a limited extent, exposed to foreign-exchange risk, primarily
in US$, CHF, £ and CZK. Exchange rate fluctuations may affect the Group's profit margins and the value
of assets and liabilities denominated in a currency that is not the functional currency of the relevant
Group entity. Respective currency risks arise mainly from operating income and expenses denominated
in a currency other than the functional currency, inter alia from that portion of the Clearstream (post-
trading) segment's sales revenue and net interest income from banking business that is directly or
indirectly in US$. The Clearstream (post-trading) segment generated 20 per cent of its sales revenue and
net interest income (2018: 21 per cent) directly or indirectly in US$.
Currency mismatches are avoided to the maximum extent possible. All types of foreign-exchange risks
are measured on a regular basis and monitored on a Group as well as single entity level. Limits are
defined for cash flow and translation risk affecting the Group's income statement. Deutsche Börse
Group's treasury policy defines risk limits which take into account historic foreign-exchange rate
fluctuations. Any exposure exceeding those limits must be hedged. Foreign-exchange exposures below
the defined limits may also be hedged. Management of foreign-exchange risks is in principle based on
the Group level. Hedging on a single entity level may be conducted if foreign-exchange risk threatens the
viability of the single entity.
To eliminate foreign-exchange risks, Deutsche Börse Group uses financial instruments to hedge existing
or highly probable forecast transactions. The Group may use foreign-exchange forwards, foreign-
exchange options as well as cross-currency swaps to hedge the exposure to foreign-exchange risk. Under
the Group's policy, the critical terms of forwards and options must align with the hedged items.
In addition, for Clearstream (post-trading), the policy stipulates that intraperiod open net foreign-
exchange positions are closed out when they exceed €15.0 million. This policy was complied with, as in
the previous year; as at 31 December 2019, there were no significant net foreign-exchange positions.
Other market risks
Moreover, market risk arises from investments in bonds, investments in funds, futures within the
framework of contractual trust arrangements (CTAS) and from the Clearstream Pension Fund in
Luxembourg. For the CTAs, the investment is protected by a pre-defined floor, which reduces the risk of
extreme losses for Deutsche Börse Group. In addition, there are equity price risks arising from strategic
equity investments.
241
Gruppe Deutsche Börse | Annual report 2019
Measuring and managing foreign-exchange risk is important for reducing Deutsche Börse Group's
exposure to exchange rate movements. The three main types of foreign-exchange risk that Deutsche
Börse Group is exposed to are cash flow-, translation- and transaction-related foreign-exchange risk.
Cash flow risk reflects the risk of fluctuations in Deutsche Börse Group's present value of future
operating cash flows from foreign-exchange movements. Translation risk comprises effects from the
valuation of the Group's assets and liabilities in foreign currencies. Finally, transaction risk is closely
related to cash flow risk; it may arise through changes in the structure of Deutsche Börse Group's asset
and liabilities in foreign currencies.
605.0
16.63
%
2018
1.3
0
1.3
99.78
140.15
140.15
12,660
2017
0
2.0
2.0
134.53
140.15
140.15
15,217
2016¹)
11,782
€m
140.15
63.18
1) The number of stock options, settlement obligation, and short-term provision of the 2016 tranche includes the unsettled shares of the 2015 tranche
2) Given that the 2019 SBP tranche stock options for senior executives will not be granted until the 2020 financial year, the number of shares applicable as at the
reporting date may be adjusted during the 2020 financial year
2.3
2.0
4.3
48,062
Total
0.3
0
0.3
30.99
140.15
140.15
8,403
20192)
0.7
0
0.7
140.15
€m
€m
€
Further information
Notes Other disclosures
Financial statements
Management report
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
246
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
0
0
0
0
€
Exercise price
0,00
0.96
1.93
1.93
Valuation of SBP shares
<3
Deutsche
Tranch
€
€
Number
31 Dec 2019
31 Dec 2019
obligation
provision at
Non-current
Dividend yield
Current
provision at
option at
31 Dec 2019
Fair value/
31 Dec 2019
31 Dec 2019
Intrinsic value/
option at
Börse AG share
price at
Balance at
31 Dec 2019
e
Settlement
140.15
Tysons Corner, USA
Management report
Eurex Frankfurt AG
Eurex Clearing AG
Eurex Clearing Security Trustee GmbH
Eurex Repo GmbH
Eurex Securities Transactions Services GmbH
Eurex Global Derivatives AG
Eurex Services GmbH
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
(100.00)
100.00
Frankfurt/Main, Germany
Deutsche Börse Shareholdings GmbH (dormant)
100.00
(100.00)
REGIS-TR UK Ltd. (dormant)
London, United Kingdom
(50.00)
DB1 Ventures GmbH
Frankfurt/Main, Germany
100.00
Deutsche Boerse Market Data + Services Singapore Pte. Ltd.
Zug, Switzerland
Singapore, Singapore
Deutsche Boerse Systems Inc.
Chicago, USA
100.00
Deutsche Börse Photography Foundation gGmbH
Frankfurt/Main, Germany
100.00
Deutsche Börse Services s.r.o.
Prague, Czech Republic
100.00
100.00
Frankfurt/Main, Germany
100.00
Powernext SAS
Gaspoint Nordic A/S
PEGAS CEGH Gas Exchange Services GmbH
EPEX SPOT SE
EPEX Netherlands B.V.
EPEX SPOT Schweiz AG
Power Exchange Central Europe a.s.
Qontigo GmbH
Nodal Clear, LLC
Axioma Inc.
Axioma (HK) Ltd.
Leipzig, Germany
75.05
Singapore, Singapore
(75.05)
Leipzig, Germany
(75.05)
Leipzig, Germany
Axioma (CH) GmbH
Luxembourg, Luxembourg
Nodal Exchange, LLC
Grexel Systems Oy
257
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
Consolidated subsidiaries (part 2)
Company
Nodal Exchange Holdings, LLC
Domicile
4
Equity interest as at 31 Dec
2019 direct/(indirect)
%
European Energy Exchange AG
EEX Asia Pte. Limited
EEX Link GmbH
European Commodity Clearing AG
European Commodity Clearing Luxembourg S.à r.l.
<3
Clearstream Services S.A.
(100.00)
Prague, Czech Republic
31 Dec 2018
€m
€m
44.5
42.5
0.9¹)
1.7
0
31 Dec 2019
0
1.7
256
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
34. List of shareholdings
0.9
<3
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
Other comprehensive income
32.8
Other comprehensive income (in €m)
0.9
1.9
-10.2
Comprehensive income (in €m)
54.8
45.7
Comprehensive income
22.6
-7.5
49.2
139.1
33. Disclosures on associates
Deutsche Börse Group does not have any material associates. The following table shows summarised
financial information for the individual associates that are immaterial when considered separately.
Non-material associates
Book value of non-material associates
Profit after tax
Cashflows (in €m)
(75.05)
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at
Consolidated subsidiaries (part 1)
100.00
Frankfurt/Main, Germany
(100.00)
Luxembourg, Luxembourg
(100.00)
Sydney, Australia
(100.00)
Tokyo, Japan
Frankfurt/Main, Germany
(100.00)
(50.00)
Clearstream Global Securities Services Limited
Cork, Ireland
(100.00)
Clearstream International S.A.
Luxembourg, Luxembourg
(100.00)
Clearstream Operations Prague s.r.o.
Luxembourg, Luxembourg
31 December 2019 included in the consolidated financial statements are presented in the following
tables.
100.00
REGIS-TR S.A.
Company
Assam SellerCo, Inc. in Liquidation
Assam SellerCo Service, Inc. in Liquidation
Domicile
New York, USA
New York, USA
Need to Know News, LLC in Liquidation
Chicago, USA
Frankfurt/Main, Germany
Equity interest as at 31 Dec
2019 direct/(indirect)
100.00
(100.00)
Börse Frankfurt Zertifikate AG
Clearstream Holding AG
Clearstream Banking AG
Clearstream Banking S.A.
Ausmaq Ltd.
Clearstream Banking Japan, Ltd.
%
43.8
Luxembourg, Luxembourg
Helsinki, Finland
Brain Trade Gesellschaft für Börsensysteme mbH
Frankfurt/Main, Germany
China Europe International Exchange AG
Frankfurt/Main, Germany
Deutsche Börse Commodities GmbH
Frankfurt/Main, Germany
%
(37.72)
40.00
16.20
enermarket GmbH
HQLAX S.à r.I.
LuxCSD S.A.
Frankfurt/Main, Germany
(30.02)
Luxembourg, Luxembourg
35.13
31 Dec 2019 direct/(indirect)
Equity interest as at
Domicile
Company
Dubai, United Arab Emirates (UAE)
(100.00)
Kuala Lumpur, Malaysia
(100.00)
Singapore, Singapore
(100.00)
(100.00)
(100.00)
Luxembourg, Luxembourg
(100.00)
258
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
Further information
Associates
<3
(100.00)
(50.00)
R5FX Ltd
London, United Kingdom
<3
Responsibility statement by the Executive Board
To the best of our knowledge, and in accordance with the applicable reporting principles, the
consolidated 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, 6 March 2020
Deutsche Börse AG
throder weine
Theodor Weimer
0.
Further information | Responsibility statement by the Executive Board
Christoph Böhm
Stylean Leithmer
Stephan Leithner
Вас
6. Pote Haube Pras
Gregor Pottmeyer
Hauke Stars
260
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Thomas Book
(100.00)
Notes
Management report
15.65
SEEPEX a.d.
SPARK Commodities Ltd.
Tradegate AG Wertpapierhandelsbank
ZDB Cloud Exchange GmbH in Liquidation
Zimory GmbH in Liquidation
Belgrade, Serbia
(9.57)
Singapore, Singapore
Financial statements
(18.76)
19.99
Eschborn, Germany
49.90
Berlin, Germany
30.03
259
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Berlin, Germany
New York, USA
100.00
Frankfurt/Main, Germany
New York, USA
(78.32)
Geneva, Switzerland
(78.32)
Hong Kong, Hong Kong
(78.32)
Axioma (UK) Ltd.
London, United Kingdom
78.32
(78.32)
Buenos Aires, Argentina
(78.32)
Axioma Asia Pte Ltd.
Singapore, Singapore
(78.32)
Axioma Germany GmbH
Axioma Japan G.K.
Axioma Ltd.
Axioma Argentina S.A.U.
Axioma S.A.S.U.
Frankfurt/Main, Germany
Prague, Czech Republic
(75.05)
Tysons Corner, USA
(75.05)
(75.05)
Tysons Corner, USA
(75.05)
Paris, France
(75.05)
(50.03)
Brøndby, Denmark
Vienna, Austria
(38.27)
Paris, France
(38.27)
Amsterdam, Netherlands
(38.27)
Bern, Switzerland
(38.27)
(75.05)
(75.05)
Qontigo Index GmbH
INDEX PROXXY Ltd.
Sydney, Australia
(78.32)
Paris, France
(78.32)
Frankfurt/Main, Germany
(78.32)
Zug, Switzerland
(78.32)
(78.32)
London, United Kingdom
Sydney, Australia
(78.32)
Frankfurt/Main, Germany
100.00
Berlin, Germany
63.92
Berlin, Germany
(63.97)¹)
(78.32)
Stoxx Ltd.
Tokyo, Japan
Frankfurt/Main, Germany
STOXX Australia Pty Limited (in liquidation)
Regulatory Services GmbH
Tradegate Exchange GmbH
Börse Berlin AG
360 Treasury Systems AG
360 Trading Networks Inc.
360 Trading Networks Limited
360 Trading Networks Sdn Bhd
(78.32)
360T Asia Pacific Pte. Ltd.
Finbird GmbH
Finbird Limited (in liquidation)
ThreeSixty Trading Networks (India) Pte. Ltd.
1) Thereof 59,98 per cent direct and 3,99 per cent indirect
New York, USA
Frankfurt/Main, Germany
Jerusalem, Israel
Mumbai, India
360TGTX Inc.
53.9
(100.00)
235.1
11.66-145.45
13.2
0
13.2
2019
Profit/loss (in €m)
140.15
140.15 28.59-142.93
140.15
3.4
3.4
Total
589,478
63.9
0
63.9
Provisions for the CPIP and the PSP amounting to €64.0 million were recognised at the reporting date of
31 December 2019 (31 December 2018: €40.1 million). Of the provisions, €11.2 million were
attributable to members of the Executive Board (2018: €15.9 million). The total expense for CPIP and
PSP stock options in the reporting period was €23.9 million (2018: €23.3 million). Of that amount, an
expense of €6.7 million was attributable to members of the Executive Board (2018: €13.1 million).
251
0
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
140.15
2018
0
11.0
2016
140,031
140.15
140.15
51.88-150.12
19.4
142,431
0
2017
139,681
140.15
140.15
88.71-147.85
16.9
0
16.9
19.4
11.0
Management report
Notes | Other disclosures
2,524
19,659
47,215
0
- 45,308
460,848
To other
senior
6,361
executives
Total
537,061
2,385
-909
450
20,040
0
128,630
106,664
Financial statements
0
To the
Executive
Board¹)
Further information
Change in number of CPIP and PSP shares allocated
<3
Balance at
31 Dec
2018
Additions
Tranche
2015
Additions
Additions/
(disposals)
430,397
Tranche
Tranche
2017
Additions
Tranche
Additions
2018
Tranche
2019
Fully
settled
cash
options
Options
forfeited
Balance at
31 Dec2019
2016
0
150,33
140.15
-0.66
Volatility of Deutsche Börse AG
shares
%
19.80
18.43
18.92
18.10
-0.64
18.20
%
0
0
0
0
0
Excerciseprice
€
Dividend yield
0
-0.66
-0.64
Financial statements
Notes Other disclosures
Further information
Evaluation of the CPIP and the PSP
<3
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
CPIP and PSP stock options.
Valuation parameters for CPIP and PSP shares
Tranche 2019
-0.66
Tranche 2018
31 Dec 2023
31 Dec 2022
Tranche 2017
31 Dec 2021
Tranche 2016
31 Dec 2020
Tranche 2015
31 Dec 2019
Risk-free interest rate
%
Term to
140.15
0
0
31 Dec 2019
Intrinsic value/
option as at
31 Dec 2019
Fair value/
option as at
31 Dec 2019
Settlement
Current
provision as at
Non-current
provision as at
obligation
31 Dec 2019
Deutsche
Börse AG share
price as at
31 Dec 2019
€
€
€
€m
€m
€m
2015
87,574
Number
0
Balance as at
31 Dec 2019
Valuation of CPIP and PSP shares
0
Relative otal shareholder return
%
140.00
250.00
250.00
250.00
250.00
Tranche
Net profit for the period attributable
to Deutsche Börse AG shareholders
%
133.00
157.00
163.00
0
172.00
The valuation model does not take into account exercise hurdles. The volatilities applied correspond to
the market volatilities of comparable options with comparable maturities.
152.00;
8,746
79,761
20,109
2018
6,289
5,800
6,775
5,964
5,841
5,397
Of the average number of employees during the year, 26 (2018: 30) were classified as Managing
Directors (excluding Executive Board members), 318 (2018: 333) as senior executives and 5,945
(2018: 5,437) as employees.
There was an average of 5,841 full-time equivalent (FTE) employees during the year (2018: 5,397).
Please also refer to the “Employees" section in the combined management report.
255
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
30. Events after the end of the reporting period
2019
Employees (average annual FTEs)
Employed at the reporting date
Average number of employees during the year
-
European Commodity Clearing Luxembourg S. à r.I., Luxembourg, Luxembourg (ECC Luxembourg) – a
subsidiary of European Commodity Clearing AG and therefore a member of the EEX group - entered into
a managing director agreement with IDS Lux S. à r.I., Luxembourg. The subject of the agreement is to
provide a natural person for the function of managing director in the management of ECC Luxembourg.
In addition to this position as managing director of ECC Luxembourg, this person is also a member of the
key management personnel at IDS Lux S.à r.l. In the financial year 2019, ECC Luxembourg made
payments in the amount of approximately €14 thousand for these management services.
On the board of directors of Powernext SAS, Paris, France - one of the subsidiaries of European Energy
Exchange AG, Leipzig, Germany – there are representatives of GRTgaz, Bois-Colombes, France, the
parent company of 3GRT, Tarascon, France, and EDEV S.A., Courbevoie, France. During the
2019 financial year, Powernext SAS rendered development and maintenance services for customised
software solutions in the area of market coupling and balancing, as well as in connection with an
electronic trading platform for 3GRT. In this context, the Group generated revenue of €735.6 thousand
in 2019. As at 31 December 2019, receivables amounted to €148.8 thousand.
254
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
<3
Notes Other disclosures
<3
The Board of Directors of LuxCSD S.A., Luxembourg, an associate from Deutsche Börse Group's
perspective, comprises two members of management of fully consolidated subsidiaries who are
maintaining a key position within these subsidiaries of Deutsche Börse Group. There are business
relationships with Clearstream Banking S.A., Luxembourg, Clearstream Services S.A., Luxembourg,
Clearstream International S.A., Luxembourg, Clearstream Banking AG, Frankfurt/Main, Germany, and
Deutsche Börse AG, Frankfurt/Main, Germany, to LuxCSD S.A. Overall, revenue of €2,264.9 thousand
as well as expenses of €1,130.5 thousand were recognised for such contracts during the reporting year.
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany, an associate of Deutsche
Börse Group. During the 2019 financial year, Deutsche Börse Group realised revenue of €5,415.2
thousand and incurred expenses of €17,430.9 thousand based on the business relationship with
Deutsche Börse Commodities GmbH.
One Executive Board member of Deutsche Börse AG as well as one Supervisory Board member of a
fully-consolidated company of Deutsche Börse Group are members of the Supervisory Board of China
Europe International AG (CEINEX), Frankfurt/Main, Germany. This stock corporation was established as
a joint venture between Shanghai Stock Exchange Ltd., Shanghai, China; China Financial Futures
Exchange, Shanghai, China; and Deutsche Börse AG. During the 2019 financial year, Deutsche Börse
Group realised revenue of €160.2 thousand and incurred expenses of €40.3 thousand based on the
business relationship with CEINEX.
A member of the management of Axioma Inc., New York, USA, as well as one related party to this
company which exercises control over the company Cloud9 Smart, New York, USA, maintain business
relationships with each other. In the context of the services provided by Cloud9 Smart and Axioma Inc.,
expenses of €26.1 thousand were incurred in 2019. As at 31 December 2019, liabilities amounted to
€9.8 thousand.
Selected executives of Deutsche Börse Group companies also hold a key management position within
the Clearstream Pension Fund, an “association d'épargne pension” (ASSEP) under Luxembourg law. By
means of cash contributions to this ASSEP, Clearstream International S.A., Clearstream Banking S.A., as
well as Clearstream Services S.A., fund the defined benefit plan established in favour of their
Luxembourg employees.
29. Employees
Employees
Further information
On 21 January 2020, Deutsche Börse Group's post-trade services provider Clearstream and UBS agreed
on a partnership in the investment fund services business segment. For this purpose, the companies
entered into an agreement by which Clearstream acquires 51 per cent of Zurich-based fund distribution
platform Fondcenter AG from UBS for CHF 389 million. UBS will retain a minority of 49 per cent. The
transaction is expected to be closed in the second half of 2020. Fondcenter will be consolidated
following the closing of the transaction.
31. Date of approval for publication
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 02 March 2020. The Supervisory Board is responsible for examining the
consolidated financial statements and stating whether it endorses them.
53.9
43.8
32.8
Equity (in €m)
472.8
434.2
783.4
Dividend payments (in €m)
Net profit for the period (in €m)
16.2
0
Assets (in €m)
527.0
502.1
1,018.5
Liabilities (in €m)
54.2
67.9
16.2
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
members of the Executive Board and the Supervisory Board as key management personnel for the
purposes of IAS 24.
78.3
62.8
32. Disclosures on material non-controlling interests
Material non-controlling interests
European Energy Exchange AG,
Leipzig
Qontigo GmbH,
Frankfurt am Main
31 Dec 2019
€m
31 Dec 2018
€m
62.8
31 Dec 2019
€m
€m
1,615
Capital (%)
Voting rights (%)
75.1
75.1
78.3
31 Dec 2018
Business relationships with key management personnel
Attributable to non-controlling interests:
-2.2
The members of the company's executive bodies are listed in the "The Executive Board” and “The
Supervisory Board" chapters of this annual report.
27. Corporate governance
On 10 December 2019, 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
the combined corporate governance declaration statement and corporate governance report).
28. Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG as well
as the companies classified as associates of Deutsche Börse AG, investors and investees, 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.
Executive Board
In 2019, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits granted in the financial year, amounted to €19.5 million (2018: €21.0 million). During
the year under review, expenses of €6.9 million (2018: €11.8 million) were recognised in connection
with share-based payments to Executive Board members.
<3
The actuarial present value of the pension obligations to Executive Board members was €15.6million as
at 31 December 2019 (2018: €28.8 million). Expenses of €2.2 million (2018: €3.2 million) were
recognised as additions to pension provisions.
The remuneration paid to former members of the Executive Board or their surviving dependants
amounted to €9.7 million in 2019 (2018: €4.4 million). The actuarial present value of the pension
obligations was €84.8 million as at 31 December 2019 (2018: €67.5 million).
Termination benefits
Expenses of €2.3 million were recognised in connection with the termination of Executive Board
appointments. €2.0 million thereof are attributable to share-based payments to former Executive Board
members.
253
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Former members of the Executive Board or their surviving dependants
Notes | Other disclosures
26. Executive bodies
Notes Other disclosures
- 1.0
67,255
0
- 45,308
589,478
1) Active and former members of the Executive Board
For further information on the number of stock options granted to Executive Board members, and on the
remuneration system for Executive Board members, please refer to the remuneration report.
Group Share Plan (GSP)
Further information
Employees of Deutsche Börse Group who are not members of the Executive Board or senior executives
have the opportunity to acquire shares of Deutsche Börse AG at a discount under the Group Share Plan
(GSP). Under the GSP tranche for the year 2019, the participating employees could subscribe for up to
50 shares of the Company at a discount of 40 per cent and another 50 shares at a discount of 10 per
cent. The acquired shares are subject to a lock-up period of two years.
Management Incentive Programme (MIP)
Das MIP was set up for the senior management of the Qontigo Group. It grants a non-current
remuneration component in the form of virtual shares of the Qontigo Group. The remuneration is paid in
cash. These are generally accounted for as sharebased payments. The amounts payable to the
beneficiaries are intended to reflect the economic development of the Qontigo Group. The MIP contains
a time-based and a performance-based component. The vesting period is four years and starts one year
after closing.
Valuation
The value of the virtual shares is determined using a Monte Carlo simulation on the respective balance
sheet date, which appropriately reflects the contract-specific conditions. The underlying simulations
depend on the underlying from which the payment is linked to the beneficiaries of the MIP. The
enterprise value of the Qontigo Group serves as the underlying. On the basis of the simulations carried
out, a discounted average payment of the contractually agreed payment flows to the respective
participants as calculated. The main valuation parameters include the enterprise value and the expected
volatility of the Qontigo Group as well as the expected term and the contract-specific payment profile.
252
Executive and Supervisory Boards
Management report
Financial statements
The expense of this discount is recognised in the income statement at the grant date. In the reporting
period, an expense totalling €4.1 million (2018: €4.0 million) was recognised in staff expense for the
GSP.
Further information
Gruppe Deutsche Börse | Annual report 2019
<3
31 Dec
2019
€m
31 Dec
2018
€m
Associates
14.3
11.2
-20.7
-19.1
2.3
€m
1.2
Total
14.3
11.2
-20.7
-19.1
2.3
Supervisory Board
1.2
-1.0
€m
-2.2
2018
The aggregate remuneration paid to members of the Supervisory Board in the reporting year was €2.4
million (2018: €2.2 million).
In financial year 2019, the employee representatives on Deutsche Börse AG's Supervisory Board
received remuneration (excluding Supervisory Board remuneration) amounting to €1.1 million
(2018: €0.7 million). The total consists of the fixed and variable salary components for those employee
representatives.
€m
Business relationships with related parties and key management personnel
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2019 financial year. All transactions were
concluded at prevailing market terms.
Transactions with related parties
Amount of the transactions:
revenues
Outstanding balances:
receivables
Outstanding balances:
liabilities
31 Dec
Amount of the transactions:
expenses
2019
2018
2019
€m
2018
€m
31 Dec
2019
€m
Financial statements
An EU regulation on indices that are used as references for finan-
cial instruments and financial contracts. The Benchmarks Regula-
tion came into force on 1 January 2018. Under its transitional
provisions, benchmark administrators from both EU and non-EU
countries must obtain authorised or registered status by 1 January
2020.
Benchmarks Regulation
B
Further information | Glossary
Glossary
Notes
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Blockchain/distributed ledger technology
<3
A blockchain/a distributed ledger is a public, distributed set of
digital data. Originally developed as the technological basis for
the virtual currency bitcoin, blockchain technology can be used
to facilitate direct user-to-user transactions during digital pay-
ments processing and e-commerce.
A debt security with a short or medium term (mostly less than one
year) traded on the money market and sold by highly creditworthy
issuers to finance their short-term capital requirements.
The decision by the United Kingdom to leave the European Union.
This will have far-reaching consequences for the financial markets
and their participants. Deutsche Börse Group's overriding aim is
to ensure secure, competitive markets. In line with this, the Group
is in continuous close contact with clients, the supervisory autho-
rities and associations.
C
Clearing
The netting (offsetting of buy and sell positions) of receivables
and liabilities arising from securities and derivatives transactions.
The goal is to facilitate efficient risk management by reducing risk
positions. Clearing is also used to determine the bilateral net debt
of buyers and sellers. Central clearing is performed via a CCP
such as Eurex Clearing AG.
Collateral
Collateral, in particular in the form of cash or securities such as
equities or bonds, is posted in order to meet specified collateral re-
quirements (margin). This process is known as collateralisation.
Commercial Paper
CRD V/CRR II
Amendments to the Capital Requirements Directive IV and
Capital Requirements Regulation CRD IV/CRR proposed by the
European Commission. The proposals concern the minimum re-
quirements for equity and eligible liabilities (MREL) and the total
loss-absorbing capacity (TLAC); they also involve amendments
to the EU Bank Recovery and Resolution Directive (BRRD) and
the related regulation. The draft legislation will probably be
finalised in the first quarter of 2019; the related requirements
are not expected to come into force before the beginning of
2021.
C7
268
Cash flows from operating activities
Deutsche Börse Group's IT architecture for clearing exchange-
traded and OTC products (both for derivatives and for the spot
market). C7® is part of the Group's 7 Market Technology® series.
Brexit
[German Public Auditor]
Further information | Independent Auditors' Report
gez. Pfeiffer
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Total cash inflows and outflows arising in the course of operating
business. Cash flows from operating activities are Deutsche Börse
Group's primary source of finance and are reported both before
and after the changes in receivables and liabilities from CCP posi-
tions, since the latter vary widely depending on the reporting date
and the informative value of this indicator is therefore limited.
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence and, where applicable, the related
safeguards.
267
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
<3
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter.
Other Legal and Regulatory Requirements
Wirtschaftsprüfer
Further information pursuant to Article 10 of the EU Audit Regulation
We declare that the opinions expressed in this auditor's report are consistent with the additional report
to the audit committee pursuant to Article 11 of the EU Audit Regulation (long form audit report).
In addition to the consolidated financial statements, we audited the annual financial statements of
Deutsche Börse AG and carried out various annual audits of subsidiaries. The audits included reviews
of interim financial statements. Other certification services relate to ISAE 3402 and ISAE 3000
reports, and statutory or contractual audits such as audits under the WpHG, KWG as well as other
contractually agreed assurance services.
Tax services include assistance in the preparation of tax returns, tax appraisals and advice on indivi-
dual matters, and tax advice related to the external audit.
As part of other services, we supported Deutsche Börse AG with quality assurance measures and
forensic services.
German Public Auditor Responsible for the Engagement
The German Public Auditor responsible for the engagement is Klaus-Ulrich Pfeiffer.
Frankfurt am Main, 6 March 2020
KPMG AG
Wirtschaftsprüfungsgesellschaft
gez. Leitz
Wirtschaftsprüfer
[German Public Auditor]
We were elected as group auditors by the annual general meeting held on 8 May 2019. We were
engaged by the chair of the audit committee of the Supervisory Board on 28 June 2019. In compli-
ance with the transitional provisions of Article 41(2) of the EU Audit Regulations, we have been
engaged as auditors of the consolidated financial statements of Deutsche Börse AG without interrup-
tion since the 2001 financial year.
Cash pool
IPO
CCP
A subordinated corporate bond with both equity- and debt-like
features, a very long or unlimited maturity and a high coupon.
|
ICSD
International CSD
Interest-bearing gross debt/EBITDA ratio
Performance indicator used in Deutsche Börse Group's consolida-
ted balance sheet up to 2018. Deutsche Börse Group's target ratio
was set at a maximum of 1.5 in order to maintain the AA rating at
Group level.
Interest coverage ratio
A performance indicator showing the ratio of EBITDA to interest
expenses from financing activities. Until 2018, Deutsche Börse
Group aimed for a minimum interest coverage ratio of 16 at Group
level in order to maintain its AA rating. The target for the Clears-
tream subgroup was at least 25. As from 2019, the method of
calculating this indicator has been adjusted in line with a new me-
thodology from S&P Global Ratings; the new minimum target ratio
is 14.
Interest rate swaps
The exchange of fixed interest rates and floating rates payable ba-
sed on identical principal amounts in the same currency
Initial public offering. An IPO is when a company first offers its
shares for sale to the general public.
L
Hybrid bond
Liquidity
Listing
Quotation of a security or issuer on the exchange.
M
F
Free funds from operations (FFO)/net debt ratio
Performance indicator used in Deutsche Börse Group's consolida-
ted balance sheet as from 2019. FFO are calculated by deducting
interest and tax expenses from EBITDA, and adjusting the figure
for operating leases and unfunded pension obligations. Deutsche
Börse Group's target ratio is at least 50 per cent; this is the figure
needed to achieve the minimal financial risk profile required for an
AA rating under the S&P Global Ratings methodology.
Foreign exchange.
Margin
Collateral requirements determined by a ☑CCP for all types of
transactions for which it acts as a central counterparty, used to
cover risk from open positions in case a participant defaults.
MiFID II
The revision of the Markets in Financial Instruments Directive
(MiFID). The revised directive came into effect in January 2018.
It sets out the rules governing the authorisation and activities of
investment firms - in particular for so-called market makers
(liquidity providers) and participants in algorithmic trading - and
regulated trading venues, along with precautionary measures for
specifying and supervising position limits for commodities deriva-
tives and the requirements to be met by data reporting services.
270
■ Evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with German law, and the view of the Group's position it provides.
Perform audit procedures on the prospective information presented by management in the combined
management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular
the significant assumptions used by management as a basis for the prospective information, and
evaluate the proper derivation of the prospective information from these assumptions. We do not
express a separate opinion on the prospective information and on the assumptions used as a basis.
There is a substantial unavoidable risk that future events will differ materially from the prospective
information.
A market situation in which a security can be bought or sold
rapidly, even in larger quantities, without substantially affecting
its price.
A master account used to bundle excess liquidity within affiliated
companies, to the extent permitted by the regulatory and legal fra-
mework.
Exchange-traded fund. A mutual fund with an 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 ba-
sed.
ESG = environment, social, governance. The composition of ESG
indices reflects these three selection criteria.
Central counterparty; also: clearing house. An institution that in-
terposes itself between trading partners as the legal buyer or sel-
ler after a transaction has been entered into, facilitating netting,
minimising counterparty default risk ( margin and collateral)
and carrying out all steps necessary for final clearing.
CSD
Central securities depository. Clearstream Banking AG acts among
other things as the officially recognised German central securities
depository under the Depotgesetz (German Safe Custody Act). In
this function, it offers a wide range of post-trade services for secu-
rities issued in Germany and other countries.
CSDR
Central Securities Depository Regulation. The CSDR aims to har-
monise the securities ☑settlement systems and supervisory rules
for CSDs in Europe.
Custody
The safekeeping and administration of securities. A custody
account (similar to an account for monetary transactions) is
established for each customer. The custody account information
includes details of the types, nominal amounts or quantities, and
numbers etc. of the securities held, as well as the name and
address of the account holder.
269
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
ETF
Further information | Glossary
H
<3
DB1 Ventures
Deutsche Börse Group's corporate venture capital arm.
DB1 Ventures' goal is to provide capital to pioneering financial
services companies so as to enable them to develop their ideas
and create growth. The focus is on early- to growth-stage fintech
businesses.
Depreciation, amortisation and impairment losses
Regular and ad hoc downward adjustments to the carrying
amounts of intangible assets and property, plant and equipment.
These are presented separately from ☑operating costs in order
to ensure transparent reporting of costs and earnings, and to in-
crease comparability with competitors.
E
EBITDA
Earnings before interest, tax, depreciation, amortisation and
impairment losses. Deutsche Börse Group's operating profit,
consisting of the difference between ☑net revenue and
operating costs.
EMIR/EMIR Review
European Market Infrastructure Regulation. EMIR regulates
OTC OTC derivatives, CCPs and trade repositories; it aims to
improve security and integrity on the OTC derivatives market by
promoting transparency and reducing risk. Among other things, it
does this by introducing a clearing obligation for eligible OTC
derivatives and measures to reduce counterparty credit risk and
operational risk for OTC derivatives not cleared via CCPs, plus disc-
losure requirements for all derivatives. EMIR also establishes general
requirements for CCPs and trade repositories. The EMIR review pro-
posals that were published in the summer of 2017 aim to improve
efficiency on the one hand and to ensure the security and stability of
the financial markets after Brexit on the other.
ESG criteria
D
■ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or busi-
ness activities within the Group to express opinions on the consolidated financial statements and on
the combined management report. We are responsible for the direction, supervision and perfor-
mance of the group audit. We remain solely responsible for our opinions.
FX
concern.
At 31 December 2019, goodwill amounted to EUR 3,470.5 million (previous year: EUR 2,865.6 million).
The goodwill thus represents 2.5 per cent of the assets of the Group at 31 December 2019.
Goodwill is subjected to an impairment test by the company at least once a year and also on an ad
hoc basis, if appropriate. For this purpose, the carrying amount is compared with the recoverable
amount of the cash-generating unit (CGU). Deutsche Börse AG determines the recoverable amounts of
the cash-generating units either on the basis of the value in use or on the basis of the fair value less
costs of disposal. If the carrying amount is higher than the recoverable amount, there is a need for
impairment.
The result of these valuations is highly dependent upon assumptions concerning future cash inflows,
based on the corporate planning, as well as the defined parameters. As a result, the valuations are
subject to discretion. Any need for impairment that may arise as a result can have a material impact on
the statement of the assets, liabilities and financial performance of the Group. Therefore, the correct
determination of any need for impairment is of particular significance for the financial statements.
262
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Independent Auditors' Report
OUR AUDIT APPROACH
With the support of our valuation experts, we have assessed the valuation models used by the com-
pany as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with
relevant peer group companies, and evaluated analyst reports on the market segments. We further-
more appraised the reliability of the forecasts in previous years based on whether they occurred or not.
Within the scope of our own sensitivity analyses, we determined whether there would be a need for
impairment in the event of possible changes in the assumptions in realistic ranges.
THE FINANCIAL STATEMENT RISK
OUR OBSERVATIONS
Impairment of the other intangible assets
For the accounting policies applied as well as the assumptions used, please refer to note 2 (Consoli-
dation principles) and note 11 (Intangible assets) in the notes to the consolidated financial statements.
THE FINANCIAL STATEMENT RISK
At 31 December 2019, other intangible assets amounted to EUR 1,040.9 million (previous year:
EUR 952.7 million). Other intangible assets thus represents 0.8 per cent of the Group's assets as at
31 December 2019.
The other intangible assets with indefinite useful lives are subject to an impairment test by the com-
pany at least once a year, and also on an ad hoc basis, if appropriate. For this purpose, Deutsche
Börse AG determines the recoverable amounts of the intangible asset or cash-generating units, in case
no independent cash flows can be allocated to that specific intangible asset, either on the basis of the
value in use or on the basis of the fair value less costs of disposal. The result of these valuations is
highly dependent upon assumptions concerning future cash inflows, based on the corporate planning,
as well as the defined parameters. As a result, the valuations are subject to discretion. Any need for
impairment that may arise as a result can have a material impact on the statement of the assets,
liabilities and financial performance of the Group. Therefore, the correct determination of any need for
impairment is of particular significance for the financial statements.
263
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Independent Auditors' Report
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated
in a balanced way and are within acceptable ranges.
For the accounting policies applied as well as the assumptions used, please refer to note 2 (Consoli-
dation principles) and note 11 (Intangible assets) in the notes to the consolidated financial statements.
Impairment of the goodwill
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements for the financial year from 1 January to 31 December
2019. These matters were addressed in the context of our audit of the consolidated financial state-
ments as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these
matters.
■ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position, and financial performance of the Group in compli-
ance with IFRSS as adopted by the EU and the additional requirements of German commercial law
pursuant to Section 315e(1) HGB.
Management report
Financial statements
Notes
Further information | Independent Auditors' Report
Independent Auditors' Report
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
<3
Report on the Audit of the Consolidated Financial Statements and
Combined Management Report
Opinions
We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft, Frankfurt
am Main, and its subsidiaries (the Group), which comprise the consolidated balance sheet as of
31 December 2019, the consolidated income statement, the consolidated statement of comprehensive
income, the consolidated cash flow statement and the consolidated statement of changes in equity for
the financial year from 1 January to 31 December 2019, and notes to the consolidated financial
statements, including a summary of significant accounting policies. In addition, we have audited the
combined management report of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for the
financial year from 1 January to 31 December 2019, including the combined non-financial statement
in line with Sections 289b(1), 289c, 315b and 315c HGB [Handelsgesetzbuch: German Commercial
Code]. In accordance with the legal requirements applicable in Germany, we did not audit the compo-
nents of the combined management report which we have identified in the „Other information" section
of our audit opinion.
The combined management report comprises links to the Group's website which are not required by
law. In accordance with the legal requirements applicable in Germany, we did not audit these links,
nor the information referred to in the links.
In our opinion, on the basis of the knowledge obtained in the audit,
■ the accompanying consolidated financial statements comply in all material respects with the IFRSS
as adopted by the EU and the additional requirements of German commercial law pursuant to
Section 315e(1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with
these requirements, give a true and fair view of the assets, liabilities, and financial position of the
Group as of 31 December 2019 and of its financial performance for the financial year from
1 January to 31 December 2019, and the accompanying combined management report as a whole
provides an appropriate view of the Group's position
■ In all material respects, the combined management report is consistent with the consolidated
financial statements, complies with German legal requirements and appropriately presents the
opportunities and risks of future development. Our opinion on the combined management report
does not cover the content of the components of the combined management report which we have
identified in the „Other information“ section of our audit opinion. The combined management report
comprises links to the Group's website which are not required by law. Our opinion does not cover
the links, nor the information referred to in the links.
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Financial statements
Notes
Further information | Independent Auditors' Report
Pursuant to Section 322(3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined manage-
ment report.
Basis for the Opinions
We conducted our audit of the consolidated financial statements and combined management report in
accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subse-
quently as 'EU Audit Regulation') and in compliance with German Generally Accepted Standards for
Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public
Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further
described in the 'Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and
Combined Management Report' section of our auditor's report. We are independent of the group entities
in accordance with the requirements of European law and German commercial and professional law, and
we have fulfilled our other German professional responsibilities in accordance with these requirements. In
addition, in accordance with Article 10(2) point (f) of the EU Audit Regulation, we declare that we have
not provided non-audit services prohibited under Article 5(1) of the EU Audit Regulation. We believe that
the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the
consolidated financial statements and on the combined management report.
Key Audit Matters in the Audit of the Consolidated Financial Statements
OUR AUDIT APPROACH
With the support of our valuation experts, we have assessed the valuation models used by the com-
pany as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with
relevant peer group companies, and evaluated analyst reports on the market segments. We further-
more appraised the reliability of the forecasts in previous years based on whether they occurred or not.
Within the scope of our own sensitivity analyses, we determined whether there would be a need for
impairment in the event of possible changes in the assumptions in realistic ranges.
<3
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated
in a balanced way and are within acceptable ranges.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Independent Auditors' Report
<3
In preparing the consolidated financial statements, management is responsible for assessing the
Group's ability to continue as a going concern. Moreover, the company's management has the respon-
sibility to disclose any matters that are relevant for the going concern assumption. In addition, they are
responsible for financial reporting based on the going concern basis of accounting unless there is an
intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.
Furthermore, management is responsible for the preparation of the combined management report that,
as a whole, provides an appropriate view of the Group's position and is, in all material respects,
consistent with the consolidated financial statements, complies with German legal requirements and
appropriately presents the opportunities and risks of future development. In addition, management is
responsible for such arrangements and measures (systems) as they have considered necessary to
enable the preparation of the combined management report that is in accordance with the applicable
German legal requirements and to be able to provide sufficient appropriate evidence for the assertions
in the combined management report.
The supervisory board is responsible for overseeing the Group's financial reporting process for the
preparation of the consolidated financial statements and of the combined management report.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and the
Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the
combined management report as a whole provides an appropriate view of the Group's position and, in
all material respects, is consistent with the consolidated financial statements and the knowledge
obtained in the audit, complies with the German legal requirements, and appropriately presents the
opportunities and risks of future development, as well as to issue an auditor's report that includes our
opinions on the consolidated financial statements and on the combined management report.
265
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German
Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirt-
schaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial state-
ments and this combined management report.
■ Obtain an understanding of the internal control system relevant to the audit of the consolidated
financial statements, and of arrangements and measures (systems) relevant to the audit of the
combined management report, in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of these
systems.
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Executive and Supervisory Boards
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Financial statements
Notes
Further information | Independent Auditors' Report
<3
■ Evaluate the appropriateness of accounting policies used by management and the reasonableness of
estimates made by management and related disclosures.
■ Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in the auditor's
report to the related disclosures in the consolidated financial statements and in the combined
management report or, if such disclosures are inadequate, to modify our respective opinions. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. How-
ever, future events or conditions may cause the Group to cease to be able to continue as a going
OUR OBSERVATIONS
We exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
Management is responsible for the preparation of the consolidated financial statements that comply, in
all material respects, with IFRSS as adopted by the EU, and the additional requirements of German
commercial law pursuant to Section 315e(1) HGB, and that the consolidated financial statements, in
compliance with these requirements, give a true and fair view of the assets, liabilities, financial
position and financial performance of the Group. In addition, management is responsible for such
internal control as they have determined necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
■ Identify and assess the risks of material misstatement of the consolidated financial statements and
the combined management report, whether due to fraud or error, design and perform audit procedu-
res responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissi-
ons, misrepresentations, or the override of internal control.
■ otherwise appears to be materially misstated.
The valuation of provisions for tax risks
Responsibilities of Management and the Supervisory Board for the Consolidated Financial State-
ments and Combined Management Report
For the accounting policies applied as well as the assumptions used, please refer to note 10 (Income
tax expense) in the notes to the consolidated financial statements. Information on the tax provisions
and risks can be found in note 24 (Financial liabilities and other risks).
THE FINANCIAL STATEMENT RISK
The Group operates in a variety of jurisdictions with different legal systems. The provisions for tax risks
amounted to €265.9 million at 31 December 2019.
The application of the local and international tax regulations and of tax relief is complex and associated
with risks. The calculation of tax provisions requires the company to exercise judgement in the assess-
ment of tax issues and to make estimates concerning tax risks. The result of these assessments is
dependent to a large extent on assumptions concerning the future interpretation of tax situations in the
course of tax audits, and also on decisions of the tax authorities and courts on similar tax situations,
and is therefore subject to discretion. Any additional tax expenses can have a material impact on the
statement of assets, liabilities and financial performance of the Group. Therefore, the identification and
correct allocation of provisions for tax risks is of particular significance for the consolidated financial
statements.
Deutsche Börse AG occasionally commissions external experts to assess tax matters.
OUR AUDIT APPROACH
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
With the support of our employees specialising in local and international tax law, we appraised the tax
calculation, including the risk assessment, of Deutsche Börse AG. Where available, we have also
acknowledged the assessment of external experts engaged by the company. We held meetings with
<3
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information is
Further information | Independent Auditors' Report
Our opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
However, other information does not comprise the consolidated financial statements, the audited
disclosures of the combined management report as well as our corresponding auditor's report.
The company's management, or the Supervisory Board, is responsible for the other information. The
other information comprises:
Other Information
the combined corporate governance statement, which is disclosed in the section “Combined corporate
governance statement and corporate governance report". Other information also comprises the other
parts of the annual report.
The assumptions for determining the tax provisions are appropriate.
OUR OBSERVATIONS
Furthermore, we evaluated the correspondence with the competent tax authorities and assessed the
assumptions used to determine the tax provisions on the basis of our knowledge and experience of the
current application of the relevant legal regulations by the authorities and the courts.
the management as well as staff from the tax department in order to gain an understanding of the
existing tax risks. We have assessed the competence and the objectivity of external experts and
evaluated the documents they have produced.
■ materially inconsistent with the consolidated financial statements, with the audited disclosures in the
combined management report or our knowledge obtained in the audit, or
+49-(0) 69-2 11-1 42 26
E-Mail
Phone
Fax
www.deutsche-boerse.com/ir _ e
group-sustainability@deutsche-boerse.com
Group Sustainability
Phone +49 (0) 69-2 11-1 79 80
+49 (0) 69-2 11-61 79 80
Financial Accounting & Controlling
E-Mail
corporate.report@deutsche-boerse.com
Fax
13 March 2020
Fax
Publication date
+49 (0) 69-2 11-61 42 26
www.deutsche-boerse.com/sustainability
+49 (0) 69-2 11-1 46 08
www.deutsche-boerse.com
Phone
Published by
The German version of this report is legally binding.
The company cannot be held responsible for any
misunder-standing or misinterpretation arising from
this translation.
Deutsche Börse AG
60485 Frankfurt/Main
Germany
Concept and layout
Deutsche Börse AG, Frankfurt/Main
Kirchhoff Consult AG, Hamburg
Photographs
Getty Images/instamatics
Financial reporting system
Combined management report, consolidated financial
statements and notes produced in-house using firesys
and SmartNotes.
Contact
Investor Relations
E-Mail ir@deutsche-boerse.com
+49 (0) 69-2 11–1 16 70
Reproduction - in total or in part - only with the writ-
ten permission of the publisher
Annual General Meeting (Frankfurt)
Publications service
KPMG AG Wirtschaftsprüfungsgesellschaft, an inde-
pendent external auditor, has audited the content of
the combined non-financial statement. KPMG's → Au-
ditor's Report on Deutsche Börse AG's (consolidated)
financial statements and combined management re-
port as at 31 December 2019 also covers the
assurance of the combined non-financial statement.
The separate limited assurance review opinion on all
sustainability information contained in the GRI index
can be accessed online at www.deutsche-boerse.
com > Sustainability > Reporting > Annual report.
274
Financial calendar 2020
29 April 2020
Publication quarterly statement Q1/2020
19 May 2020
29 July 2020
Publication half-yearly financial report 2020
28 October 2020
Publication quarterly statement Q3/2020
Deutsche Börse AG
60485 Frankfurt am Main
www.deutsche-boerse.com
Acknowledgement
Verification of non-financial key performance indi-
cators
We would like to thank all colleagues and service
providers who participated in the compilation of this
report for their friendly support.
Our aim in our sustainability reporting is to achieve
the highest possible degree of clarity and transpa-
rency. The combined management report contains a
separate section with a combined non-financial state-
ment in accordance with sections 289b and 315b of
the Handelsgesetzbuch (HGB, German Commercial
Code). In line with this, the non-financial facts and fi-
gures published in it generally refer to Deutsche Börse
Group as a whole. Where the information on Deut-
sche Börse AG differs from that on Deutsche Börse
Group this is specifically mentioned. In addition, to-
pics that are specific to certain locations and locally
managed sustainability activities are identified as
such.
Our reporting of sustainability information and key
performance indicators complies with the Global Re-
porting Initiative (GRI) Standards (Core option). A
comprehensive overview of all GRI indicators (GRI in-
dex) can be found at ☑www.deutsche-boerse.com >
Sustainability Reporting > GRI
The annual report 2019 is both available in German
and English.
The annual report 2019 of Deutsche Börse Group is
available as pdf on the internet:
www.deutsche-boerse.com/annual report
Registered trademarks
The following names or designations are
registered trademarks of Deutsche Börse AG
or a Deutsche Börse Group:
C7®, DAX®, Deutsche Börse Venture Network®, ERS®, Eurex®,
Eurex Bonds®, Eurex Clearing Prisma®, Eurex Repo®, F7®, FWBⓇ,
GC Pooling®, M7®, MDAX®, ÖkoDAX®, SDAX®, T7®, TecDAX®,
VDAX®, Vestima®, XetraⓇ und Xetra-GoldⓇ sind eingetragene
Marken der Deutsche Börse AG. 360T® ist eine eingetragene
Marke der 360 Treasury Systems AG. EURO STOXX®, EURO
STOXX 50®, ISTOXX® und STOXX® Europe 600 Financials sind
eingetragene Marken der STOXX Ltd. TRADEGATE® ist eine
eingetragene Marke der Tradegate AG Wertpapierhandelsbank
CFF®, VestimaⓇ und Xemac® are registered trademarks of
Clearstream International S.A. EEX® is a registered trademark of
European Energy Exchange AG.
273
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | About this report
About this report
Deutsche Börse Group's 2019 annual report does not
only document what happened in financial year 2019
but also provides a solid summary of how the com-
pany defines and implements key action areas for its
sustainability profile. In addition, the "Overview of
key sustainability aspects" table shows the UN's sus-
tainable development goals (SDGs) that are addressed
by Deutsche Börse Group.
Principles of sustainability reporting
<3
TARGET2-Securities. ECB-operated platform for securities
settlement in central bank money, which allows banks to reduce
cross-border settlement costs and pool collateral. Clearstream
migrated to T2S in February 2017. "TARGET" is short for
"Trans-European Automated Real-Time Gross Settlement Express
Transfer System".
Notes
Revenue plus net interest income from banking business and other
operating income, less volume-related costs. Deutsche Börse Group
uses net revenue (and operating costs) to manage its EBITDA.
Nodal Exchange
US derivatives exchange providing price, credit and liquidity
risk management to participants in the North American energy
markets. Nodal Exchange belongs to Deutsche Börse Group's EEX
(commodities) segment.
0
Operating costs
Personnel costs plus other operating expenses. Depreciation, amorti-
sation, and impairment losses are presented separately from opera-
ting costs in order to ensure transparent reporting of costs and
earnings, and to increase comparability with competitors. Deutsche
Börse Group uses operating costs (and net revenue) to manage its
→ EBITDA.
OTC
Over the counter, off-exchange. Describes transactions between
two or more trading parties that are not executed on a regulated
market.
OTC clearing
The name given to the ☑ clearing of transactions that are not
executed on a regulated market
QE
Quantitative easing. In March 2015, the European Central Bank
(ECB) launched a programme to purchase sovereign bonds and
other securities. The aim was to further boost market liquidity
and to fend off deflation by increasing the money supply. The ECB
discontinued its QE programme in December 2018.
R
Regulatory Reporting Hub
Deutsche Börse Group's platform for reporting solutions. The Hub
enables sell-side and buy-side institutions, corporates and trading
venues, to efficiently meet their current and future regulatory
obligations. It supports clients in reporting to all relevant national
competent authorities across Europe and in fulfilling transparency
requirements.
Net revenue
The profit generated within a certain period that is attributable to
shareholders; this measure is used to manage the results of
operations.
Net profit for the period attributable to shareholders of
Deutsche Börse AG
Q
Further information | Acknowledgement | Contact | Registered trademarks
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Further information | Glossary
<3
Repo
MiFIR
N
P
Payback period
The period until the cost of an investment or an asset is covered
by the income generated with it. This measure is used in financial
assessment to prioritise and manage projects.
Prime Standard
Net present value (NPV)
The present (discounted) value of future payments. This measure
is used in financial assessments to prioritise and manage projects.
Markets in Financial Instruments Regulation. A supplementary EU
regulation to MiFID II that has been in effect since January 2018.
Its comprehensive reporting obligations are designed to increase
transparency on the stock, bond and derivatives markets and
close loopholes in off-exchange transactions. The introduction of
mandatory on-venue trading for shares and derivatives ensures
that a larger number of transactions will be executed on regulated
trading venues. The new regulations also cover the accessibility of
CCPs, trading venues and benchmarks as well as provisions go-
verning the activities of companies from third countries.
Short for "repurchase agreement”. An agreement between the
buyer and the seller of a security in which the seller promises to
buy back the security on a specified date. Repos are typically
used by banks as a temporary source of liquid funds.
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 the DAX®, MDAX®, SDAX® or
TecDAX®.
The ratio of net profit for the period attributable to Deutsche
Börse AG shareholders to the average equity available to
Deutsche Börse Group in a fiscal year. This measure is used
to determine the yield generated by the equity deployed.
V
Financial statements
VDAX®
Volatility index indicating the fluctuations in the DAX® index
expected in the derivatives market (implied volatility).
Volatility
Measure of the extent to which the price of a security or an index
fluctuates around a mean value during a certain period of time.
T
T2S
Return on equity (ROE)
T7
IT architecture used for Deutsche Börse Group's trading systems
(Eurex® Exchange, Xetra®, the European Energy Exchange and to
some extent also 360T®). It is also used at other exchanges such as
BSE (formerly known as the Bombay Stock Exchange) and Helsinki
Stock Exchange. T7 is part of the Group's 7 Market Technology®
series.
272
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Equity less intangible assets, a performance indicator used by
Deutsche Börse Group; the figure at Group level should be positive.
Tangible equity should not fall below €700 million at Clearstream
International S.A. or €400 million at Clearstream Banking S.A.,
since in Deutsche Börse Group's opinion, compliance with these fi-
gures is compatible with an AA rating.
Swisscanto Funds Centre Ltd. operates the Swisscanto Fund Desk
at Zürcher Kantonalbank, which offers banks a one-stop fund tra-
ding platform featuring straightforward order placement and settle-
ment, as well as custody services. Swisscanto Funds Centre Ltd.
has been part of Deutsche Börse Group's IFS (investment fund ser-
vices) segment since 2018. The company was renamed Clears-
tream Funds Centre Ltd. on 2 November 2018.
Tangible equity
Further information | Glossary
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report
Financial statements
Notes
Swisscanto Funds Centre Ltd.
Deutsche Börse Group's growth strategy, which was unveiled in
May 2018. Roadmap 2020 focuses on three strategic initiatives:
organic growth, targeted acquisitions and investments in inno-
vative technologies. It aims to consolidate and further expand
Deutsche Börse's position as a leading European financial markets
infrastructure provider with ambitions for global growth.
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Securities lending
Transfer of securities by a lender in return for a fee - and usually
also against collateral - 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 the
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.
Stress test
Stress tests are carried out in order to simulate extreme, yet plau-
sible, events for all material types of risk. Using both hypothetical
and historical scenarios, they simulate the occurrence of extreme
losses, or an accumulation of large losses, within a single year.
S
Roadmap 2020
■ The stability of the economic situation in the euro area continued over the course of the year, although
the economic outlook became increasingly gloomy, particularly in the second half of 2019. This was
accompanied by persistent uncertainty regarding the terms of the United Kingdom's withdrawal from
the EU and its impact on markets.
■ The trade dispute between the US and the EU, China, and other major trading partners, and the trade
tariffs imposed on commodity or goods imports by the respective parties, fuelled concerns over a global
trade war.
■The lower level of stable volatility on equity markets - as measured by the VDAX® index - is one of the
key drivers of trading activity on the cash and derivatives markets.
Report on economic position
■ The global economic situation, with a slight downward trend in economic output in the economies
relevant to Deutsche Börse Group (Central Europe, USA) in the year under review. The European Central
Bank's (ECB) continued persevering of its low-interest-rate policy, with deposit rates at minus 0.5
per cent, and the resumption of its bond-buying programme as part of its quantitative easing policy
(QE).
Macroeconomic conditions continue to have an influence on the business development of Deutsche
Börse Group despite the growing importance of structural growth factors. The macroeconomic
environment during the year under review was rather complex; whilst some factors had a stimulating
effect on business, other factors unsettled market participants, dampening their business activity:
Macroeconomic and sector-specific environment
■ Continued unstable political conditions in some parts of Eastern Europe and recurring flashpoints in the
Arab world and their impact on the Western world.
■ The US Federal Reserve's (Fed) monetary policy measures to counteract a possible economic
downturn, which were accompanied by interest rate cuts of 25 basis points each in July, September
and October.
■
Further information
Business developments
Given the overall framework conditions described at the beginning of the report on the economic
position, the situation on the capital markets for financial service providers such as Deutsche Börse
Group in the reporting year was challenging compared with the previous year. Already at the beginning
28
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Moreover, there are agreements in place with the Executive Board members under the existing
remuneration system, which provide for compensation in the event of a change of control. A description
of these agreements, which are in line with national and international practice, can be found in the
remuneration report.
<3
Regulatory projects and the resulting stricter requirements for capital market participants
have a special termination right in the event of a change of control. According to the agreements made
with all Executive Board members, a change of control occurs if (1) a shareholder or third party
discloses possession of more than 50 per cent of the voting rights in Deutsche Börse AG in accordance
with sections 33 and 34 of the German Securities Trading Act (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 Section 2 of the German Transformation Act
(UmwG).
Further information
Further information
of 2019, it was anticipated that this year would see a cooling of the global economic environment,
which proved to be the case as the year progressed. The main reasons for this were the trade disputes
between the US and the EU, China and other major trading partners, and the penalty tariffs imposed by
the respective parties on the import of raw materials and goods. As concerns about a global trade war
deepened, expectations as to the economy in general became dampened – especially expectations for
Germany, an economy with a particular dependence on global trade. Despite market uncertainty, the
volatility measured by the VDAX volatility index - one of the main drivers of trading activity on the cash
and derivatives markets - was on average slightly below that of the previous year, apart from a few
short-term peaks. Meanwhile, despite lower trading volumes compared with the previous year, the DAX
and STOXX® benchmark indices saw a significant increase in their levels by the end of the year. Central
banks' interest rate policies stimulated the market environment considerably. The US Fed's monetary
policy easing had a negative impact on net interest income from banking business from the second half
of the year onwards.
26
46
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Notes
<3
The Executive Board is authorised to acquire treasury shares 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 attributed to it in accordance with sections 71a et seq. 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 7 May 2024 and may be exercised by the company in full or in part on one or more occasions.
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) using derivatives (put options, call options, forward purchases or a
combination of put options, call options and forward purchases). 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 6 and 7 of the agenda for the Annual General Meeting held on 8 May
2019.
<3
The following material agreements of the Company are subject to a change of control following a
takeover bid:
■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2015/2041 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control which, if
exercised, entitles Deutsche Börse AG to redeem the bonds at par, plus accrued interest. If Deutsche
Börse AG does not exercise this termination right, the affected bonds' coupon will increase by
5 percentage points. A change of control occurs 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 control must adversely affect the long-term rating given to
Deutsche Börse AG by Moody's Investors Services, Inc., S&P Global Ratings or Fitch Ratings Limited.
Further details can be found in the applicable bond terms.
■The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2018/2028, and the €600.0 million fixed-rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all provide Deutsche Börse AG with a termination right in the event of a change of control. If
these cancellation rights are exercised, the bonds are repayable at par plus any accrued interest. A
change of control occurs 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 respective sets of bond terms require
that the change of control must adversely affect the rating given to one of the preferential unsecured
debt instruments of Deutsche Börse AG by Moody's Investors Services, Inc., S&P Global Ratings or
Fitch Ratings Limited. Further details can be found in the applicable bond terms.
▪ Based on the previous remuneration system for Executive Board members presented to the Annual
General Meeting 2016, under certain conditions the Executive Board members of Deutsche Börse AG
27
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
■ On 28 March 2017, 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 €750.0 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 process, 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 occurs 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.
Comparability of figures
€ m
Deutsche Börse AG, Frankfurt/Main, Germany, completed the acquisition of Axioma Inc., New York, USA
(Axioma) during the third quarter of 2019. Axioma was merged with Deutsche Börse's index businesses
to form Qontigo, a newly established company which is an innovative provider of investment information
and a leading developer of solutions for modernising investment management - from risk to return.
Deutsche Börse has held a 78.3 per cent stake in the company since 13 September 2019. Revenue
and costs are reported in the Qontigo segment (Index and analytics business). In this context, certain
licence revenues from the Data segment (data business) were also re-allocated to the new Qontigo
segment, which amounted to €10.1 million for the first nine months of 2019. The previous year's
figures were also adjusted accordingly (€12.8 million).
Qontigo (index- and analytics business)
Data
Results of operations
Deutsche Börse Group looks back on another successful financial year. Almost all segments contributed
to this success, some of them achieving substantial revenue growth. The Group achieved structural net
revenue growth of 5 per cent for the year overall, in line with expectations. The Eurex (financial
derivatives) and EEX (commodities) segments were the main drivers of this development. In addition to
over-the-counter (OTC) clearing, structural growth of net revenues in the Eurex segment (financial
derivatives) was mainly due to new products and pricing models, whilst in the EEX segment
(commodities, the positive development of the structural net revenue growth reflected significant market
share gains in Europe and the US. The Qontigo (index and analytics business, 360T (foreign exchange
trading) and IFS (investment fund services) segments also contributed to strong structural growth.
Cyclical effects were unable to drive the Group's growth any further compared to the previous year and
broadly offset each other over the period. Higher net interest income from banking business
(Clearstream, post-trading segment) made a positive contribution to growth. This was offset by lower
volatility on the financial markets compared to the previous year, reflected in a slightly lower trading
volume in financial derivatives (Eurex segment). Consolidation effects – mainly resulting from the
acquisitions of Axioma and Swisscanto - contributed around 1 per cent to higher net revenue. Overall,
the Group generated net revenue of € 2,936.0 million an increase of 6 per cent compared to the
previous year (2018: €2,779.7 million).
The reclassification of expenses due to IFRS 16 impacted on the operating costs and EBITDA, as well as
on depreciation, amortisation and impairment, and on the financial result. For details, please refer to the
note 3 to the consolidated financial statements.
Operating costs for Deutsche Börse Group of €1,264.4 million (2018: €1,340.2 million) comprise staff
costs and other operating expenses. Higher expenditure for investments in new technologies and growth
initiatives was partially offset by the changeover to IFRS 16. Non-recurring effects totalled
€134.9 million for 2019 (2018: €244.2 million) and led to adjusted operating costs of
€1,129.5 million (2018: €1,096.0 million). Following adjustments to the previous year's figures in
30
30
2018
50.3
47.2
2.9
11.6
3.3
1.1
4.2
19.3
4.6
2.4
1.7
2.1
Furthermore, the Executive Board is 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 16 May 2022, subject to the approval
of the Supervisory Board, by issuing new no-par value registered shares against cash and/or non-cash
contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless
the Executive Board makes use of the authorisation granted to it to disapply such rights, subject to 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. However, according to
the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total
number of shares issued during the term of the authorisation, excluding pre-emptive rights, does not
exceed 20 per cent of the share capital. Full authorisation is derived from Article 4 (6) of the Articles of
Association of Deutsche Börse AG.
GSF (collateral management)
IFS (investment fund services)
Clearstream (post-trading)
Xetra (cash equities)
Changes to the consolidated income statement and to the consolidated balance sheet
due to the recognition of leases in accordance with IFRS 16
Deutsche Börse Group adjusted the structure of its financial statements as at 1 January 2019 in
accordance with IFRS 16. It now recognises the type of expenses for certain leases described in
note 3 to the consolidated financial statements. Since 1 January 2019 these have no longer been
reported under operating costs but as part of depreciation, amortisation and the financial result. Given
that the prior year's figures were not restated, IFRS 16 leads to a decline in operating costs year-on-year
for the 2019 financial year, while EBITDA, depreciation and amortisation increase and the financial
result decreases. As a result of the recognition of right-of-use assets from leases and taking into account
any deferred taxes recognised in this context, total assets have risen by €265.6 million overall as at
1 January 2019.
In order to make the results for the 2019 financial year comparable with the figures of the previous year,
the following table provides estimates for a retrospective application of IFRS 16. These figures have not
been prepared or audited pursuant to national or international accounting standards, but merely serve to
provide a better overview of the Group's business development.
29
29
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Changes in the basis of consolidation
Notes
E>
Estimates for the shift of operating costs to depreciation and amortisation as well as to the financial
result for 2018 as a result of the first-time application of IFRS 16
Group
Reduction of operating costs
Increase of depreciation and amortisation
Reduction of financial result
Reporting segments (reduction of operating costs)
Eurex (financial derivatives)
EEX (commodities)
360T (foreign exchange)
Further information
In addition, the Executive Board is authorised to increase the share capital by up to a total of €38.6 million
on one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares in exchange for cash contributions (authorised
capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can exclude,
subject to the approval of the Supervisory Board, only for fractional amounts. However, according to the
authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total number
of shares that are issued during the term of authorisation and that exclude shareholders' pre-emptive
rights does not exceed 20 per cent of the share capital. The exact content of this authorisation is derived
from Article 4 (5) of the Articles of Association of Deutsche Börse AG.
Financial statements
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €13.3 million on one or more occasions in the period up to 10 May 2021 by
issuing new no-par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to approval by
the Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect to
fractional amounts. According to the authorisation, however, the Executive Board may only exclude
shareholders' pre-emptive rights if the total number of shares issued during the term of authorisation and
that exclude shareholders' pre-emptive rights does not exceed 20 per cent of the share capital. Full
authorisation, and particularly the conditions under which shareholders' pre-emptive rights can be
excluded, is derived from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
<3
Among the factors that have a significant impact on Deutsche Börse Group's organic growth are:
■
Regulatory requirements affecting all market participants: if regulatory initiatives (such as EMIR, MiFIR
and CRR/CRD) strengthen the role of exchanges, this will also benefit Deutsche Börse Group.
■ Structural changes in the financial markets: e.g. trading activity increases if investment funds make
greater use of derivatives to implement their trading strategies.
■ Innovative strength: If Deutsche Börse Group succeeds in continuously introducing new products and
services for which there is market demand, the Group will be in a position to further expand its
business.
■ The cyclical nature of financial markets: For example, increased stock market volatility typically leads to
higher levels of trading in the cash and derivatives markets, and rising interest rates tend to drive up
net interest income and trading volumes in interest rate derivatives.
Deutsche Börse Group is committed to maintaining transparent, reliable and liquid financial markets,
although it cannot control the volume drivers for these markets, i.e. cyclical factors. The Group can
influence the other factors either wholly or partially; for instance, it can lobby for a favourable legal
framework for the financial markets, or it can develop products and services that support clients'
business. This also enables it to reduce dependence on those factors beyond its control.
Management approach for a Group-wide commitment to sustainability
One of Deutsche Börse Group's objectives and strategies is to take a holistic approach to corporate
responsibility. Its management approach is therefore guided by three action-led principles that aim to
sustainably strengthen and preserve the value that Deutsche Börse Group adds to the economy and
society:
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process and something that the Group is working on constantly to enhance. In this context, providing
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with our customers but also with the general public.
▪ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
corporate activities are conducted responsibly and with a view to the future. In addition, the Group
pursues a sustainable human resources policy and is committed to the environment and hence to
conserving resources. It enhances its commitment to sustainability and related reporting on an ongoing
basis in order to establish itself as a long-term role model on the market.
■ Increasing public awareness. The Group is part of civil society and as such has a responsibility towards
it. It is committed to fulfilling this role both in Germany and in its international locations. It
systematically bases its actions on local requirements and, as a good corporate citizen, takes part in
long-term cooperative initiatives aimed at strengthening structures in the non-profit sector.
In 2016, Deutsche Börse established a Group Sustainability Board to continuously develop the Group-
wide sustainability strategy along the entire value chain and advise the Executive Board on sustainability
issues. The Board convenes twice a year and in 2019 its members comprised twelve representatives of
the Executive Board divisions, plus the Head of Group Sustainability and one Executive Board member.
22
22
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Notes
Further information
Objectives and strategies
Deutsche Börse Group's objectives and strategies
<3
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's
business model contributes the capital markets' stability, efficiency and integrity. This benefits issuers in
the form of low costs of raising capital and investors in the form of high liquidity and low transaction
costs. At the same time, Deutsche Börse stands for transparent, secure capital markets in which
organised trading is based on free price formation.
Deutsche Börse Group's business model is geared towards a diversified product and service offer that
covers the entire value chain of financial market transactions. The Group's diversified business model is
based on the following key elements:
Notes
■ Integrating different financial market services such as trading, clearing, settlement, securities custody,
liquidity and collateral management, as well as index, analytics and market data services
"
Developing and operating proprietary electronic systems for all processes along the value creation
chain
The Executive Board is also authorised to increase the share capital by up to a total of €19.3 million on
one or more occasions in the period up to 12 May 2020, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). 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 exclude shareholders' pre-emptive rights: (1) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the prevailing exchange
price, and the total number of shares issued under exclusion of shareholders' pre-emptive rights does not
exceed 10 per cent of the share capital; (2) in the case of physical capital increases in exchange for
non-cash contributions for the purpose of acquiring companies, parts of companies, interests in
companies, or other assets; or (3) with respect to fractional amounts. However, according to the
authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total number
of shares that are issued during the term of authorisation and that exclude shareholders' pre-emptive
rights does not exceed 20 per cent of the share capital. Full authorisation, and particularly the conditions
under which shareholders' pre-emptive rights can be excluded, is derived from Article 4 (4) of the
Articles of Association of Deutsche Börse AG.
In order to maintain and expand its leading position among exchange organisations, Deutsche Börse
Group is pursuing the "Roadmap 2020" growth strategy. To achieve this strategic objective, Deutsche
Börse is focusing on generating structural, organic growth, while at the same time accelerating non-
organic growth through acquisitions in five defined business areas. The third pillar of the strategy is to
strengthen and further expand its position in the IT area.
As part of an ongoing process, the Group is reviewing its organic growth initiatives, focusing in particular
on expansion into markets and asset classes characterised by structural growth, while attaching great
importance to ensuring that the initiatives launched are implemented in a consistent, successful manner.
Please refer to the report on opportunities for the key initiatives and growth drivers. Moreover, the
remuneration system for the Executive Board and executive staff has created a number of incentives for
growth in the individual business divisions. Please refer to the ☑ remuneration report for a detailed
description of all targets. As far as external growth opportunities are concerned, the focus is on
strengthening existing high-growth areas, and on exploring new asset classes and services.
Deutsche Börse has a scalable business model, which permits higher business volumes to be achieved
at relatively low additional cost. This means that, with a strong business performance and organic or
external growth, revenue growth will exceed cost increases. To reinforce the scalability of its business
model, the Group has introduced clear targets for net revenue and profit growth. Based on its current
business portfolio, the Group anticipates structurally driven net revenue growth of at least 5 per cent a
year between 2017 and 2020. With regard to net income for the period attributable to Deutsche Börse
AG shareholders, the Group is targeting an average annual growth rate of 10 to 15 per cent over the
same period. So far, during the course of implementing this growth strategy, the Group has managed to
achieve or even exceed these targets.
21
21
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
■ Providing these services for various asset classes such as equities, bonds, funds, commodities, foreign
exchange, interest rates, and derivatives products based on these underlyings
Further information
Organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
Management systems
Financial statements
Notes
Further information
Takeover-related disclosures
<3
Disclosures in accordance with sections 289a (1) and 315a (1) of the German Commercial Code
(HGB)and explanatory notes
In accordance with sections 289a (1) and 315a (1) of the German Commercial Code (HGB, Handels-
gesetzbuch), in conjunction with section 83 (1) sentence 2 of the Introductory Act to the German
Commercial Code (EGHGB, Einführungsgesetz zum Handelsgesetzbuch), Deutsche Börse AG hereby
makes the following disclosures as at 31 December 2019:
The share capital of Deutsche Börse AG amounted to €190.0 million on the above-mentioned reporting
date and was composed of 190 million no-par value registered shares. There are no other classes of
shares besides these ordinary shares.
The share capital has been contingently increased by up to €17.8 million by issuing up to 17.8 million
no-par value registered shares (contingent capital 2019). The contingent capital increase will only be
implemented to the extent that holders of convertible bonds or of warrants attaching to bonds with
warrants issued by the Company or by a Group company in the period until 7 May 2024 on the basis of
the authorisation granted to the Executive Board by resolution of the Annual General Meeting of 8 May
2019 on Item 8 (b) of the agenda exercise their conversion or option rights, that they meet their
conversion or option obligations, or that shares are tendered, and no other means are used to settle such
rights or obligations. More details can be found in Article 4 (7) of the Articles of Association of Deutsche
Börse AG.
The Executive Board is only aware of those restrictions on voting rights that arise from the Aktiengesetz
(AktG, German Stock Corporation Act). Therefore, those shares affected by section 136 of the AktG are
excluded from voting rights. Furthermore, shares held by Deutsche Börse AG as treasury shares are
exempted from the exercise of any rights according to section 71b of the AktG.
Management report | Fundamental information about the Group
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding 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 Finanz-
dienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold
for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or indirect
equity interests in its capital exceeding 10 per cent of the voting rights.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders 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 and with Article 6 of the Articles of Association of Deutsche Börse AG. 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. 6 of the AktG (amended). 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 to the wording only. In accordance with Article 18 (1) of the Articles of
Association of Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple
majority of the votes cast, unless otherwise mandated by the AktG. Insofar as the AktG additionally
prescribes a majority of the share capital represented at the time of a resolution, a simple majority of the
share capital represented is sufficient where this is legally permissible.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Notes
Further information
Internal management
<3
There are no shares with special rights granting the holder supervisory powers.
Executive and Supervisory Boards
25
224
<3
Deutsche Börse Group's internal management system is generally based on key performance indicators
taken from the consolidated income statement (net revenue; operating costs excluding depreciation,
amortisation and impairment losses; EBITDA; Group's net profit for the period attributable to Deutsche
Börse AG shareholders), as well as on various parameters derived from the consolidated statement of
financial position and the consolidated statement of cash flows (cash flows from operating activities,
liquidity, equity less intangible assets). In addition, the system includes key performance indicators
derived from the adjusted income statement and balance sheet (net debt/EBITDA ratio and return on
shareholders' equity). Details on the components of the income statement are shown in the table
"Consolidated income statement".
Gruppe Deutsche Börse | Annual report 2019
The most significant performance indicators to manage the Group's results of operations include the
secular net revenue growth and the adjusted net profit for the period attributable to Deutsche Börse AG
shareholders. The performance indicators derived from the statement of financial position and the
statement of cash flows include cash flows from operating activities and equity less intangible assets. In
addition, Deutsche Börse Group's target is to primarily meet its operating liquidity requirements from
internal financing with a view towards maintaining sufficient liquidity in order to be able to meet all of
the Group's payment obligations when due. There is no set target for the Group's management KPI of
equity less intangible assets; rather, the objective is to maintain a positive figure.
At Group level, a net debt/EBITDA ratio not exceeding 1.75 and free funds from operations (FFO) relative
to net debt greater than or equal to 50 per cent is also targeted in order to achieve the "minimum
financial risk profile" consistent with the current AA rating in accordance with S&P Global Ratings
methodology. In addition, an interest coverage ratio of at least 14 is targeted for Deutsche Börse Group
using this methodology.
Details concerning the non-financial performance indicators used by Deutsche Börse Group are outlined
in the "Combined non-financial statement" section.
Internal control system as part of the financial reporting process
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises rules to
manage the company's activities as well as guidelines defining how compliance with these rules is
monitored. The principles of the Group-wide ICS are also applied in partially decentralized units of
Deutsche Börse Group. Monitoring tasks are implemented through process-integrated measures (such as
organisational safeguards and controls) as well as through process-independent measures. All business
divisions are responsible for ensuring that Group-wide ICS requirements are met in their respective areas
of responsibility.
23
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas. The
main financial criteria are key performance indicators such as net present value (NPV), the payback
period and the return after tax, which are calculated on the basis of the project or business plans, which
are calculated on the basis of the project or business plans. Risks are monitored at all levels of project
work, i.e. both when prioritising and steering projects and during ongoing project management.
Financial statements
Notes
24
Further information
<3
The purpose of the accounting-related ICS is to ensure orderly accounting practices. The central
Financial Accounting and Controlling (FA&C) division, together with decentralised units acting on the
requirements set out by FA&C, are responsible for preparing the accounts at Deutsche Börse AG and its
consolidated subsidiaries. Group Tax is responsible for determining tax items for accounting purposes.
The relevant department heads are responsible for the related processes, including effective security and
control measures. The aim is to ensure that risks relating to the accounting process are identified early
on, so that remedial action can be taken in good time.
Major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the same
system. Accounting data from other companies is uploaded for inclusion in the consolidated
financial statements. Liabilities, expenses and income for individual transactions are recorded in
separate accounts under the name of the counterparty concerned. Any consolidation differences are
reviewed centrally and sent to the accounting departments of the companies concerned 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. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls on
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 with respect to the
financial reporting process.
In order to assure uniform and consistent accounting, FA&C provides regularly updated accounting
manuals and guidelines and work instructions for the material accounting processes · - as part of the
preparation of the annual and consolidated financial statements of Deutsche Börse AG. All employees in
the FA&C area, as well as in decentral units, have access to these documents and the accounting and
account assignment guidelines, allowing them to see for themselves the scope of managerial discretion
and accounting options Deutsche Börse Group exercises.
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting
environment and adjusts its processes in line with them. This applies in particular to national and
international accounting standards.
Management report | Fundamental information about the Group
Another key component of the ICS is the principle of segregation of duties: tasks and authorities are
clearly assigned and separated from each other in organisational terms. Incompatible tasks - such as
modifying master data on the one hand and issuing payment instructions on the other - are strictly
segregated at a functional level. An independent control unit grants individual employees access rights to
the accounting system and continuously monitors these permissions using a so-called incompatibility
matrix. Transactions are initially recorded in the general ledger or the appropriate sub ledgers on the
basis of the chart of accounts and the account allocation guidelines.
Change
FINANCIAL KEY FIGURES
€m
€m
%
19
183.1
154.3
Custody
76.7
65.9
2018
16
Net revenue
2019
Gruppe Deutsche Börse | Annual report 2019
IFS (investment fund services) segment
Settlement
20
Deutsche Börse Group's settlement and custody activities are reported under the Clearstream (post-
trading) segment. In providing the post-trade infrastructure for Eurobonds and other markets,
Clearstream is responsible for the issuance, settlement, management and custody of securities from
more than 50 markets worldwide. Net revenue in this segment is driven mainly by the volume and value
of securities under custody, which determines the deposit fees. The settlement business depends
primarily on the number of settlement transactions processed by Clearstream via stock exchanges as well
as over the counter (OTC). This segment also contains the net interest income originating from
Clearstream's banking business.
The average value of assets under custody in the central securities depository (CSD) and international
central securities depository (ICSD) business increased by 2 per cent in the 2019 financial year. This
rise was mainly due to a higher volume of bonds held in the ICSD business, which also benefitted from
the strength of the US dollar versus the euro. Net revenue from custody services rose accordingly by
2 per cent in the reporting year. Increased client activity resulted in a 16 per cent higher number of
settlement transactions, especially in the ICSD business. Net revenue from settlement services saw a
corresponding increase of 8 per cent in the 2019 financial year.
Net interest income from Clearstream's banking business rose 21 per cent to €188.2 million in full year
2019 (2018: €155.5 million). The higher net interest income on cash deposits resulted from catch-up
effects from interest rate hikes in the US in 2018, which had outweighed the effect of the three interest
rate cuts by the US Federal Reserve in the second half of 2019. The rise in net interest income was also
a result of higher US dollar-denominated deposits. Customers cash balances overall rose by 20 per cent
to €15.7 billion as at 31 December 2019.
Net revenue from third-party services declined by 24 per cent year-on-year. While revenue from
regulatory reporting services offered via REGIS-TR continued to grow, this growth was in total
overcompensated by the discontinuation of the managed services business.
39
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
Other revenue recorded a year-on-year decline as a result of a one-time €9.3 million insurance payment
recognised in the prior year. Other services, including connectivity and account maintenance, however,
recorded a rise in net revenue.
Overall, the Clearstream segment increased net revenue by 5 per cent in 2019. Operating costs adjusted
for exceptional effects advanced by 2 per cent, mainly as a result of higher staff costs due to additional
hirings, which have been partially offset by lower variable compensation. Accordingly, adjusted EBITDA
improved year-on-year by 10 per cent.
IFS (investment fund services) segment: key indicators
53.6
Assets under custody (average) (€bn)
9
30
PERFORMANCE INDICATORS
Settlement transactions (m)
%
2,502
27.9
2,385
67.5
5
14
In the IFS (investment fund services) segment, Deutsche Börse Group reports the order routing and
settlement activity and custody volumes of mutual, exchange-traded, and alternative funds processed by
Clearstream. Clients can settle and manage their entire fund portfolio via Clearstream's VestimaⓇ fund
processing platform. Net revenue in the IFS segment is largely a function of the value of assets under
custody and the number of transactions.
Assets under custody in the IFS segment climbed by 5 per cent in the 2019 financial year, leading to a
16 per cent rise in net revenue from custody services. The number of settlement transactions rose by
14 per cent in the reporting year fuelled by the onboarding of new clients and high levels of activity
among existing clients amid increased market share in growing fund market. As a consequence, net
revenue from settlement services increased by 9 per cent.
Following the acquisition of Swisscanto Funds Centre Ltd. at the end of 2018, the rollout of related
services launched in mid-2019 progressed as scheduled and several new clients were acquired in the
reporting year. Among others, the functionalities of the Fund Desk distribution support service were
enhanced and fully integrated into the IFS product range. The services encompass distribution contract
negotiation, compliance support services for eligibility control and anti-money-laundering, know-your-
customer and know-your-distributor rules, exchange fund data from asset managers to fund distributors
and vice versa, as well as a distribution commission management service. As a result, the new service
will help clients meet regulatory requirements for transparency and standardisation in fund distribution,
which have increased under MiFID II. Thanks to the broader product offering, the IFS segment realised
40
13.1
24.5
88.0
EBITDA (adjusted)
58
Other (incl. connectivity, order routing and reporting fees)
52.8
39.0
35
Operating costs
110.3
108.3
2
Operating costs (adjusted)
95.1
86.8
10
EBITDA
72.8
46.0
49.4
15.7
Operating costs (adjusted)
48.4
Further information
<3
By contrast, trading volumes in interest rate derivatives declined by 11 per cent in the 2019 financial
year. Volumes were burdened here by the absence of further interest rate increases in the US at the start
of 2019, as anticipated by many market participants. Instead, the US Federal Reserve (Fed) lowered its
key interest rates three times in 2019. In conjunction with the loose monetary policy still pursued by the
ECB, this led to a decline in trading volumes in Europe, especially in the longer maturities.
The Eurex segment achieved marked growth of 480 per cent in trading in commodity ETFs, so-called
exchange traded commodities (ETCs), albeit from a low absolute level. The option on the physical gold
ETC in particular offers investors an opportunity to gain exposure to a proxy for gold spot volatility. ETC
trading volumes totalled 8.1 million contracts in 2019 (2018: 1.4 million).
Clearing of OTC interest rate derivatives continued to increase in the 2019 financial year, with the
outstanding nominal volume exceeding the previous year's value by 63 per cent. Eurex Clearing's market
share in global euro-denominated OTC interest rate derivatives rose accordingly to 14.5 per cent (2018:
9.3 per cent). The incentive programme that Eurex introduced in September for transferring interest rate
derivative portfolios to Eurex Clearing also had a positive effect, helping Eurex clients migrate their
positions into the EU-27. Cleared nominal volumes rose by 85 per cent in 2019.
At the start of 2019, Eurex Clearing's Partnership Programme was extended to include the repo
segment, with the objective of enhancing selection and efficiency for market participants in special repos
and general collateral (GC) instruments, as well as furthering acceptance and growth in repo business
between traders and customers. At the end of 2019, more than 300 end clients (2018: 130) were
connected to Eurex Clearing's interest rate derivatives service. Increased buy-side demand is proof of the
trust our clients place in the quality of euro clearing based in Frankfurt.
Overall, net revenue in the Eurex segment increased by a total of 2 per cent in 2019. The biggest growth
drivers in percentage terms were OTC clearing and the business with equity derivatives. Trading in equity
index derivatives, measures by the net revenues of the most important business, reported a 4 per cent
increase in revenue. The segment's adjusted EBITDA rose by 6 per cent.
34
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Notes
Management report | Report on economic position
Notes
Further information
EEX (commodities) segment
E>
EEX (commodities) segment: key indicators
2019
2018
Change
FINANCIAL KEY FIGURES
€m
Financial statements
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
-11
Equity derivatives
425.2
372.1
14
Financial derivatives: OTC clearing volumes
Notional outstanding (average)
Notional cleared (incl. compression)
€bn
€bn
%
12,795
7,027
82
28,064
15,099
85
1) Due to other traded products, such as exchange-traded commodities (ETCs) on precious metals derivatives, the total shown does not equal the sum
of the individual figures
In the Eurex (financial derivatives) segment, Deutsche Börse Group combines the financial derivatives
trading and clearing business at Eurex Exchange. The clearing volume of OTC interest rate swaps, one of
the structural growth factors for Deutsche Börse Group, is reported as a separate item within the
segment. The performance of the Eurex segment largely depends on the trading activities of institutional
investors, and proprietary trading by professional market participants.
Trading volumes in the Eurex segment across all product groups reached 1,947.1 million contracts in
the 2019 financial year, coming very close to the previous year's figure of 1,951.8 million contracts.
The importance of geopolitical influences on the markets, such as the trade dispute between the US and
China and the delays surrounding Brexit, eased increasingly in the course of 2019. Accordingly, equity
market volatility in the 2019 financial years, as measured by the VSTOXX volatility index, was
10 per cent lower on average than the high figure for the previous year. Despite what was an
unfavourable market environment overall, trading volumes in the business with equity index derivatives
in the year under review were up slightly on the previous year. Higher contract volumes were evident in
sector index trading, particularly for products based on MSCI indices. The Eurex segment benefited here
from the considerably broader range of products offered. Single-stock derivatives trading volumes rose by
14 per cent in 2019, due above all to higher contract volumes in derivatives on bank shares.
33
33
Gruppe Deutsche Börse | Annual report 2019
€m
628.5
%
289.3
119.4
107.2
11
EBITDA (adjusted)
138.4
115.2
20
PERFORMANCE INDICATORS
Commodities: trading volumes on EEX
Power spot
EBITDA
Power derivatives
TWh
TWh
%
597.7
576.6
4
5,829.7
4,385.5
33
2,546.3
Gas
7
141.2
150.6
256.6
13
Power spot
70.9
67.1
6
Power derivatives
105.1
82.1
28
Gas
42.8
36.6
16
Other (incl. connectivity, member fees and admission allowance)
70.5
70.8
0
Operating costs
169.6
149.2
14
Operating costs (adjusted)
Net revenue
1,962.9
506.8
0
For 2019, Deutsche Börse Group had expected an increase in structural net revenue of at least 5
per cent on the basis of its diverse structural growth initiatives. The Group expected a slightly more
reticent market environment in the 2019 financial year compared to 2018, due to the slowdown in
global economic growth, increased economic risks and political uncertainties, especially with regard to
further cyclical growth. However, despite the continuing uncertainty, it became less of a factor for
financial markets as the year progressed, resulting in stock market volatility, measured by the VSTOXX
volatility index, and thus trading volumes falling short of the higher comparative figures for the previous
year. In particular, the Group did not expect US interest rates to drop in the second half of 2019. The
conditions described earlier in the ☑“Business developments" section thus largely reflect the Group's
assumptions used in the forecast. Based on its highly diversified business model, Deutsche Börse Group
increased net revenue by a total of 6 per cent. Of this increase, 5 per cent is attributable to structural
growth factors, with cyclical factors generally offsetting each other. One per cent of this growth is
attributable to consolidation effects. The structural growth forecast was therefore met.
The Group anticipated an increase in structural net revenue of at least 5 per cent, along with operating
costs in a range corresponding to this. Deutsche Börse Group had expected an increase in adjusted net
profit attributable to Deutsche Börse AG shareholders of around 10 per cent. On an adjusted basis,
Deutsche Börse Group achieved a 10 per cent increase in adjusted net profit for the period attributable
to Deutsche Börse AG shareholders, in line with the forecast. Moreover, the Group achieved a ratio of net
debt to adjusted EBITDA of 1.0, which is well below the target value of 1.75 maximum. The adjusted
tax rate was 26.0 per cent, exactly on target. In line with projections, the operating cash flow was
clearly positive. Investments in property, plant and equipment, as well as intangible assets amounted to
€184.7 million, slightly higher than forecast. After increasing its target figures, the Group aimed to
distribute dividends equivalent to the mean of the projected range of 40 to 60 per cent of (adjusted) net
profit for the period attributable to Deutsche Börse AG shareholders. According to the proposal made to
the Annual General Meeting, based on a proposed dividend of €2.90 per share, a figure of 48 per cent
was reached.
32
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Eurex (financial derivatives) segment
<3
E>
2019
2018
Change
FINANCIAL KEY FIGURES
€m
€m
%
Net revenue
957.1
936.1
Eurex (financial derivatives) segment: key indicators
Comparison of results of operations with the forecast for 2019
Further information
Notes
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
accordance with IFRS 16, adjusted operating costs rose by 8 per cent, mainly due to higher capital
expenditure and consolidation effects. Excluding consolidation effects, adjusted operating costs increased
by 5 per cent.
Adjusted staff costs increased year-on-year to €705.7 million (2018: €665.8 million). The increase was
mainly due to higher average staff numbers, due in part to acquisitions. Non-recurring effects of
€42.1 million (2018: €158.2 million) attributed to personnel expenses mainly include costs incurred for
efficiency measures in the context of the Structural Performance Improvement Programme (SPIP)
introduced in 2018.
Other adjusted operating expenses relate mainly to the costs of enhancing and operating Deutsche Börse
Group's technological infrastructure. This includes, for example, costs for the Group's own IT and for
external IT service providers. 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 activities. Adjusted operating costs fell slightly year-on-year to €423.8 million
(2018: €430.2 million). This figure does not include non-recurring effects of €92.8 million
(2018: €86.0 million), which resulted from organisational restructuring measures within the scope of
implementing the corporate strategy "Roadmap 2020", for example, as well as M&A activities.
Results from strategic investments rose slightly to €6.7 million (2018: €4.2 million).
Earnings before interest, tax, depreciation and amortisation (EBITDA) rose by 16 per cent. Adjustment of
the previous year's figures to reflect the adoption of IFRS 16 resulted in an increase in adjusted EBITDA
of 5 per cent.
The Group reports depreciation, amortisation and impairment losses separately from operating costs.
This figure increased by 7 per cent year-on-year to €226.2 million (2018: €210.5 million) and is
mainly due to the reclassification of expenses in accordance with IFRS 16.
The financial result totalled €-53.7 million (2018: €-76.4 million). This decrease was mainly due to
lower provisions for interest payments on any potential tax back payments for the 2019 financial year.
The adjusted Group tax rate for 2019 was 26 per cent, as expected.
Overall, the net profit for the period attributable to Deutsche Börse AG shareholders was
€1,003.9 million (2018: €824.3 million), an increase of 22 per cent on last year's result. Adjusted, this
amounted to €1,105.6 million (2018: €1,002.7 million), an increase of 10 per cent.
Non-controlling interests in net profit attributable to Deutsche Börse AG shareholders amounted to
€31.5 million for the period (2018: €28.2 million). This comprises mainly earnings attributable to non-
controlling shareholders of EEX Group and, since September 2019, Qontigo GmbH.
Based on the weighted average of 183.4 million shares, basic earnings per share amounted to €5.47
(2018: €4.46 for an average of 184.9 million shares outstanding). Adjusted, basic earnings per share
rose to €6.03 (2018: €5.42).
31
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
2
Interest rate derivatives
Equity index derivatives
466.2
304.9
-3
EBITDA
EBITDA (adjusted)
647.6
559.4
16
666.2
630.8
6
296.0
PERFORMANCE INDICATORS
m contracts
m contracts
%
Derivatives¹)
1,947.1
1,951.8
0
Equity index derivatives
953.0
949.8
Financial derivatives: trading volumes on Eurex Exchange
Operating costs (adjusted)
-16
376.3
4
Interest rate derivatives
210.9
231.9
-9
Equity derivatives
51.1
43.8
17
OTC clearing (incl. net interest income on margins for OTC interest rate swaps)
41.2
25.6
61
Margin fees
52.3
50.0
5
Other (incl. connectivity, member fees and net interest income on margins for
exchange-traded products)
117.6
118.6
-1
Operating costs
314.5
484.0
30
17
EEX Group cemented its position further in 2019 as a global commodities exchange, achieving marked
growth especially in the markets for electricity, natural gas and freight.
Management report | Report on economic position
Financial statements
Notes
Further information
<3
Low equity market volatility in the 2019 financial year was the main reason for the unfavourable cyclical
environment for Deutsche Börse Group's cash market business. The higher index levels compared with
the previous year were unable to offset the lower trading activity, so that trading volumes fell by 13 per
cent in the year under review. Competing with other pan-European trading venues, Xetra nonetheless
further strengthened its position as the reference market for trading in DAX® constituents, increasing its
market share to 71 per cent (2018: 68 per cent). Trading volumes in exchange-traded funds (ETFs)
were also down 13 per cent year-on-year. Assets under management in ETFs totalled €709.8 billion as
at 31 December 2019 (2018: €524.2 billion).
During the year under review, the Xetra segment recorded a total of four initial public offerings (IPOs)
compared with 18 in 2018. These included the IPOs of TRATON SE, the Volkswagen Group's
commercial vehicles business, with an issue volume of €1.6 billion and TeamViewer AG with an issue
volume of €2.2 billion. TeamViewer's IPO was the largest of a technology company in Germany since
2000.
Persistently high investor interest in Xetra-GoldⓇ - a bearer bond backed by physical gold - led to new
record levels, both in terms of gold holdings and assets under administration. At the end of the financial
year 2019, the gold held in custody reached a record of 203.2 tonnes (2018: 181.4 tonnes),
equivalent to around €8.8 billion (2018: €6.5 billion). Xetra Gold thus remains the leading European
security backed by physical gold. In the year under review, the aggregate order book turnover was
€3.4 billion (2018: €2.7 billion), making Xetra Gold the most actively traded instrument amongst
exchange traded commodities (ETCs) traded on Xetra.
The EEX (commodities) segment comprises Deutsche Börse Group's trading activities on EEX Group's
platforms, located in Europe, Asia and North America. The EEX Group operates marketplaces and
clearing houses for energy and commodity products, connecting more than 600 participants around the
world. The product portfolio comprises contracts on energy, metals and environmental products, as well
as freight and agricultural products. EEX Group's most important revenue drivers are the power spot and
derivatives markets, and the gas markets.
The
Executive and Supervisory Boards
38
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Clearstream (post-trading) segment
Clearstream (post-trading) segment: key indicators
E>
2019
38
Gruppe Deutsche Börse | Annual report 2019
37
In the Xetra segment (cash equities), Deutsche Börse Group brings together its cash market trading
venues (XetraⓇ, the Frankfurt Stock Exchange, and Tradegate). Besides trading and clearing services
income, the segment generates revenue from the ongoing listing of companies' securities and exchange
admissions, from connecting clients to trading venues, and from services provided to partner exchanges.
-4
EBITDA
124.8
115.5
8
EBITDA (adjusted)
128.4
131.6
-2
PERFORMANCE INDICATORS
€bn
€bn
%
Trading volume (single-counted order book turnover at the trading venues XetraⓇ,
Börse Frankfurt and Tradegate)
Equities
ETF/ETC/ETN
1,500.3
1,354.9
145.4
1,719.6
-13
1,552.7
-13
166.9
-13
2018
102.7
Change
Net revenue
305.0
351.9
-13
282.4
277.7
2
EBITDA
459.4
375.2
22
Operating costs
EBITDA (adjusted)
440.1
10
PERFORMANCE INDICATORS
Assets under custody ICSD and CSD (average) (€bn)
Settlement transactions ICSD (m)
Cash balances (daily average) (€bn)
%
11,561
56.1
11,302
2
482.0
-3
80.9
78.3
Custody
Settlement
€m
€m
%
764.7
727.3
5
391.7
382.8
2
82.2
76.0
8
Net interest income from banking business
188.2
155.5
21
Third-party services
24.3
32.1
-24
Other (incl. connectivity, account maintenance)
FINANCIAL KEY FIGURES
98.1
Net revenue in the Xetra segment declined slightly by 3 per cent during the year under review. The
below-average decline in revenue from trading and clearing services compared with the performance of
trading volume resulted from Deutsche Börse's rebate and pricing model, i.e. lower volume discounts are
granted for lower trading volumes. Higher listing fees also had a positive impact on net revenue. The
increase in other revenue was attributable to higher connectivity fees and resulted above all from
numerous clients developing their infrastructure in preparation for the UK's exit from the EU.
segment's adjusted EBITDA also fell slightly by 2 per cent.
-14
Average daily volume
1) Including GTX trading volumes since July 2018
2019
2018
Change
€m
€m
%
92.1
78.8
Foreign exchange: trading volumes on 360T
17
66.7
15
15.2
12.1
26
57.7
49.9
16
50.4
45.7
76.9
PERFOMANCE INDICATORS
EBITDA (adjusted)
EBITDA
The Group increased its trading volume in the spot power market by 4 per cent in 2019. Growth was
attributable mainly to increases in the German and Austrian day-ahead markets, and from greater
volume in the intraday markets, due in part to the higher share of renewable energy. On the other hand,
the introduction of a joint order book - and hence, the coupling of the day-ahead markets in Germany,
Austria, the Netherlands, Belgium and France at the start of July 2019 – drove up competitive pressure.
-
EEX Group's power derivatives markets saw an increase in trading volumes of 33 per cent to 5,829.7 TWh.
Trading in Phelix-DE futures continued to expand and reached a new record volume of 250.1 TWh in
September 2019. EEX Group also significantly increased its trading volume and further extended its
market share in 2019 on the power derivatives markets in France, Spain and Hungary. EEX rolled out
new power products at the start of June 2019 for three southern European markets. comprising cash-
settled power futures for Bulgaria, Serbia and Slovenia. With the new products, EEX's range of power
products now covers 20 European market areas. US power trading, operated by Nodal Exchange which
was acquired in 2017, increased its volume by 79 per cent in 2019. Nodal Exchange reported a new
record volume of 231 TWh in October 2019, while its market share of the North American power
derivatives market climbed to 36 per cent in the year under review (2018: 21 per cent).
55
35
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
In the gas market, trading volume of the EEX segment rose by 30 per cent. High growth rates were
achieved in the gas spot market in the Netherlands, Germany and Austria in particular. Trading activity
on the gas derivatives market increasingly gained momentum during 2019, driven especially by the
Dutch and the German market.
Operating costs (adjusted)
Across all product groups, net revenue of the EEX segment rose by 13 per cent in the year under review.
Adjusted EBITDA rose by 20 per cent.
360T (foreign exchange) segment
360T (foreign exchange) segment: key indicator
FINANCIAL KEY FIGURES
Net revenue
Trading
Other (incl. connectivity and member fees)
Operating costs
Operating costs (adjusted)
10
34.4
2019 was a very positive year for the freight segment, with freight volumes settled via the ECC clearing
house climbing in 2019 by 109 per cent year-on-year.
19
FINANCIAL KEY FIGURES
€m
€m
%
Net revenue
222.6
228.7
-3
Trading and clearing
156.4
170.6
-8
Listing
19.9
17.8
12
46.3
40.3
15
Operating costs
101.7
118.8
28.9
Change
2018
Other (incl. connectivity and member fees)
Xetra (cash equities) segment: key indicators
41.7
2019
33.1
26
€bn
%
82.5¹)
69.2¹)
19
In the 360T (foreign exchange) segment, Deutsche Börse Group manages its foreign exchange trading
business, which takes place on the platforms provided by its subsidiaries 360 Treasury Systems AG and
360TGTX Inc. Net revenue of the 360T segment is driven mainly by the trading activities of institutional
investors, banks and internationally active companies, and the provision of liquidity through so-called
liquidity providers. During the year under review, the segment generated 83 per cent of its revenue from
foreign-exchange trading and 17 per cent from the provision of other services.
The market environment in the 360T segment was determined by low volatility overall on the FX spot
markets during the year under review. Despite this cyclical headwind, the 360T segment was
nonetheless able to increase average daily trading volumes on its platform by 19 per cent during the
2019 financial year. Growth in trading volumes was based primarily on the acquisition and onboarding
of new clients, in particular in the US, as well as in the EMEA and APAC regions. Strong growth was
recorded in the year under review, above all in swaps and forward transactions. The OTC product range
was also extended in the year under review with the introduction of a fully-automated limit order book
for FX swaps (360TGTX MidMatch) and a streaming service for non-deliverable forwards (NDFs).
€bn
36
In addition, Eurex's FX trading and clearing activities, which are also allocated to the 360T segment,
reached important milestones in the planned expansion of the product and service range. This led to the
acquisition of two renowned US banks - J.P. Morgan and Morgan Stanley - as the first participants for
Xetra (cash equities) segment
the OTC FX clearing service. The first cross-currency swaps were successfully cleared via Eurex Clearing
in October. Eurex Clearing's ITC-FX clearing service offers interdealer clearing of EUR/USD and GBP/USD
currency pairs for cross-currency swaps with a term of up to 50 years. The Eurex business with FX-
based exchange-traded derivatives (ETDs) was another of the segment's initiatives. Further renowned
clearing members, liquidity providers and trading participants were acquired as clients for Eurex FX
futures trading in the year under review. The volume of FX futures traded on the Eurex platform grew
steadily in 2019 to reach a record volume of 32,540 traded contracts on 11 December 2019. Open
interest at year-end 2019 reached a new all-time high of €2.04 billion. The market data product, which
was rolled out together with the Data segment in 2018 and provides data on both FX spot and swap
markets, continued to be very well received by market participants last year and developed positively.
Given the product mix, which comprises a higher share of lower-margin products, net revenue growth of
17 per cent for the 2019 financial year fell slightly short of the increase in trading volumes. The GTX
business (acquired in the previous year) contributed 12 percentage points to revenue growth over the year
as a whole. The 360T segment's adjusted EBITDA rose by 26 per cent.
Further information
<3
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Notes
401.8
377.6
%
€bn
€bn
Average outstandings from securities lending
Average outstandings from collateral management
40.2
-7
43.1
11
34.2
38.1
6
-8
PERFORMANCE INDICATORS
48.9
Notes
-9
39.5
2018
2019
Qontigo (index and analytics business) segment: key indicators¹)
E>
Qontigo (index and analytics business) segment
Further information
53.8
Financial statements
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
41
The GSF segment's net revenue overall fell by 6 per cent in the 2019 financial year. As a result,
adjusted EBITDA declined by 7 per cent.
The GSF segment succeeded in significantly broadening its customer base in 2019, leading to a steady
recovery in securities lending volumes over the course of the year. However, this could not fully offset the
challenging market conditions in the business, with average outstanding volumes down 9 per cent
compared to the previous year. Negative interest rates and ample liquidity provided by the ECB put
added pressure on fees, resulting in a decline of 27 per cent in net revenue from securities lending in
2019.
Average outstandings in the collateral management business recorded growth of 6 per cent in the 2019
financial year. This was mainly the result of new customer wins and growing volumes in initial-margin
segregation products under the European Market Infrastructure Regulation (EMIR). Net revenue from
collateral management services increased accordingly by 13 per cent.
In the GSF (collateral management) segment, Deutsche Börse Group reports on business development at
Clearstream's collateral management and securities lending services. Collateral management services
(formerly named Repo) encompass Tri-Party repo, GC PoolingⓇ and collateral administration services.
Management report | Report on economic position
36.3
2019
48.4
FINANCIAL KEY FIGURES
Change
2018
GSF (collateral management)segment: key indicators
GSF (collateral management) segment
Overall, the IFS segment's net revenue increased by 19 per cent in 2019. Roughly half of the increase
(€13.3 million) was attributable to the acquisitions of Swisscanto Funds Centre Ltd. and Ausmaq
Limited, while organic growth amounted to 8 per cent. Due to the segment's highly scalable business
model, adjusted EBITDA climbed by 30 per cent.
During the 2019 financial year, IFS also completed the acquisition of Ausmaq Limited, the specialist
managed funds custody business of National Australia Bank Limited, thereby extending its fund service
offering to the Australian market. Australia has recorded steady growth in recent years and ranks number
one among the Asia-Pacific fund markets and number four globally with regard to assets under
management.
€m
revenue synergies from cross-selling. The net revenues related to the Swisscanto acquisition are included
in the "other revenue" line item, which rose by 35 per cent in 2019.
Further information
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Change
<3
-21
€m
Net revenue
38.4
-27
39.8
29.1
13
43.3
48.9
%
-6
78.0
EBITDA (adjusted)
EBITDA
Operating costs (adjusted)
Operating costs
Securities lending
Collateral management
83.1
FINANCIAL KEY FIGURES
≥ 50
ETF licences
Туре
Issue volume
ISIN
Fixed-rate bearer bond
€600 m
DE000A1RE1W1
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2019)
Term
10 years
Coupon (p.a.)
2.375%
Fixed-rate bearer bond
€500 m
DE000A1684V3
10 years
October 2025
Maturity
October 2022
Deutsche Börse Group primarily meets its operating liquidity requirements from internal financing, i.e. by
retaining generated funds - with a view towards maintaining sufficient liquidity in order to be able to
meet all of the Group's payment obligations when due. An intra-Group cash pool is used 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 collateralised 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, as well as a commercial paper programme (see ☑ note 23 to the
consolidated financial statements for details on financial risk management). In recent years, Deutsche
Börse AG has leveraged its access to the capital markets to issue corporate bonds in order to meet its
structural financing needs.
<3
Liquidity management
1,839.0
1,322.3
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 as at 31 December 2019 amounted to €2,142.1 million (31 December
2018: €1,839.0 million). Other cash and bank balances amounted to €888.1 million as at
31 December 2019 (31 December 2018: €1,322.3 million).
In the 2019 financial year, Deutsche Börse Group generated a positive cash flow of €304.8 million (2018:
€1,257.3 million). The informative value of Deutsche Börse Group's cash flow is relevant only to a limited
extent since it includes in particular CCP positions which are subject to significant fluctuations on the
reporting date, as well as the inflows and outflows resulting from the banking business. Adjusted by these
effects, the cash flow in the 2019 financial year can essentially be explained as follows:
Deutsche Börse Group generated €1,030.6 million (2018: €1,176.5 million) in cash flow from operating
activities, excluding changes in CCP positions on the reporting date. This figure is determined indirectly,
resulting from the net profit for the period amounting to €1,035.4 million (2018: €852.5 million), which
is adjusted by non-cash expense and income such as depreciation and deferred tax assets. Additionally,
especially higher tax payments in 2019 resulted in a negative contribution to cash flow from operating
activities(increase in working capital).
The positive cash flow from operating activities is essentially matched by the purchase of the
investments in intangible assets and property amounting to €184.7 million and the distribution of
€495.0 million in dividends by Deutsche Börse AG for the 2018 financial year (dividends for the 2017
financial year: €453.3 million). In particular, the acquisition of Axioma Inc. resulted in a total cash
outflow in cash flow from investing activities in amount of €648.3 million. At the same time, General
Atlantic's participation in the index business of Deutsche Börse Group led to an cash inflow in amount of
€666.4 million and to an increase in cash flow from financing activities. Therefore, the acquisition of
Axioma Inc. was mostly neutral for cash and cash equivalents.
As in previous year, the Group assumes it will have a strong liquidity base in the 2020 financial year
due to its positive cash flows from operating activities, adequate credit lines and flexible management
and planning systems.
For further details regarding the cash flow, please refer to the ☑ consolidated cash flow statement as well
as note 20 to the consolidated financial statements.
45
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Fixed-rate bearer bond
€600 m
DE000A2LQJ75
10 years
Further information
<3
To this end, the Group aims to achieve the following relevant key performance indicators:
■ Net debt to EBITDA ratio: no more than 1.75
■ Free funds from operations (FFO) to net debt: equal to or greater than 50 per cent
■ Interest cover ratio: at least 14
"
Tangible equity (for Clearstream Banking S.A.): total of at least €1.1 billion
When calculating these key performance indicators, Deutsche Börse Group closely follows the
methodology applied by S&P Global Ratings:
■To determine EBITDA, reported EBITDA is adjusted by the result from strategic investments, as well as
by unfunded pension obligations. EBITDA for 2019 was €1,679 million.
■ In order to determine FFO, interest and tax expenses are deducted from EBITDA, applying the
respective imputed adjustments for unfunded pension obligations etc. FFO in 2019 amounted to
€1,294 million.
■ The Group's net debt is reconciled by first deducting 50 per cent of the hybrid bond, as well as the
surplus cash as at the reporting date, from gross debt (i.e. from interest-bearing liabilities). Liabilities
from operating leases and unfunded pension obligations are then added. Net debt for 2019 totalled
€1,638 million.
■ The parameters used to determine interest expenses include interest expenses for financing Deutsche
Börse Group, less interest expenses of Group entities which are also financial institutions - including
Clearstream Banking S.A., Clearstream Banking AG, and Eurex Clearing AG. Interest expenses incurred
which are not related to Group financing are not included in the calculation of interest expenses. Only
50 per cent of the hybrid bond is counted towards interest expenses. Interest expenses totalled
€49 million in 2019.
Deutsche Börse AG has declared its intention not to reduce the tangible equity (equity less intangible
assets) of Clearstream Banking S.A. below €1,100 million. Clearstream Banking S.A. exceeded this
threshold during the year under review, with a level of €1,448 million.
The following table "Relevant parameters" illustrates the calculation methodology and shows the values
for 2019.
Notes
888.1
Financial statements
Executive and Supervisory Boards
March 2028
Listing
Luxembourg
/Frankfurt
1.625% Luxembourg
/Frankfurt
1.125% Luxembourg
/Frankfurt
Fixed-rate bearer bond
(hybrid bond)
€600 m
DE000A161W62
Call date
5.5 years/final
February 2021/ 2.75% (until Luxembourg
February 2041
call date)
/Frankfurt
maturity in
25.5 years
Capital management
The Group's clients generally expect it to maintain conservative interest coverage and leverage ratios,
and hence to achieve a good credit rating.
The Group is committed to achieving the minimum financial risk profile that is consistent with an AA
rating in accordance with S&P Global Ratings methodology. Furthermore, the company endeavours to
maintain the strong AA credit rating of its subsidiary Clearstream Banking S.A., in order to ensure the
long-term success of its Clearstream securities settlement and custody segment. The activities of the
Eurex Clearing AG subsidiary also require Deutsche Börse AG to have and maintain a strong credit
quality.
46
46
Gruppe Deutsche Börse | Annual report 2019
Management report | Report on economic position
2,145.5
- 832.9
99.4
EBITDA
92.5
86.7
25
EBITDA (adjusted)
107.5
117.2
3
PERFORMANCE INDICATORS
Subscriptions
thousand
334.3
thousand
377.8
1) As part of the combination, certain licence revenues were re-allocated from the Data segment to the new Qontigo segment (index and analytics business)
%
-12
-3
In the Data segment, Deutsche Börse Group reports on the development of its business concerning
licences for real-time trading, market signals and the supply of historical data and analytics. The most
important products in this respect are order book data from the cash and derivatives markets, as well as
reference data of Deutsche Börse and data from its partner exchanges. The segment generates much of
its net revenue on the basis of long-term client relationships; it is relatively independent of trading
volumes and capital markets volatility. Revenue from regulatory services is also is shown in this
segment.
53.0
Operating costs (adjusted)
112.0
113.6
-1
Regulatory services
19.1
17.8
7
Other (incl. CEFⓇ data services)
27.8
38.9
7
Operating costs
66.3
83.5
-1
51.3
Relevant key performance indicators according to the adjusted calculation method
43
Gruppe Deutsche Börse | Annual report 2019
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 as at 31 December
Cash and other bank balances as at 31 December
<3
2019
€m
2018
€m
1,176.5
926.1
1,298.2
- 722.9
792.0
Cash flow
33
Financial position
Notes
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
Net revenue for Data increased year-on-year by 1 per cent. Net revenue for data from the cash and
derivatives markets decreased primarily due to higher back billings for the same period last year.
Regulatory services saw revenue increase mainly as a result of the positive development in the Group's
core business as well as non-recurring effects. The segment's other net revenue (including CEFⓇ data
services and external collaborations) increased due to an early termination of a contract.
Overall, adjusted EBITDA for 2019 increased by 3 per cent due to a stronger increase in net revenue
compared to adjusted operating costs.
Development of profitability
Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes to
average equity available to the Group during the course of 2019. At 19.3 per cent return on equity was
higher than the previous year's ratio (2018: 17.1 per cent). Adjusted for the effects described in
Results of operations, the return on equity was 21.3 per cent (2018: 20.8 per cent).
44
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Further information
Cash and derivatives
Net debt/ EBITDA
Interest coverage ratio
1,322.3
EQUITY AND LIABILITIES
Equity
6,110.6
4,963.4
Liabilities
888.1
131,054.7
thereof non-current liabilities
8,610.4
12,854.3
thereof financial instruments held by central counterparties
5,234.2
9,985.4
156,935.7
thereof other cash and bank balances
29,833,6
29,988.7
698.7
1,057.1
thereof equity investments measured at FVOCI
66.3
108.8
thereof financial instruments held by central counterparties
5,234.2
9,985.4
Current assets
125,458.4
146,257.1
thereof financial instruments held by central counterparties
78,301.5
94,280.3
thereof restricted bank balances
thereof financial liabilities measured at amortised cost
2,627.2
2,283.2
thereof deferred tax liabilities
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Working capital
Working capital comprises current assets less current liabilities, excluding technical closing-date
items. Current assets, excluding technical closing-date items, amounted to €898.5 million (2018:
€1,098.3 million). As Deutsche Börse Group collects fees for most of its services on a monthly
basis, the trade receivables of €447.3 million included in current assets as at 31 December 2019
(31 December 2018: €397.5 million) were relatively low compared with net revenue. The current
liabilities of the Group, excluding technical closing-date items, amounted to €1,072.9 million
(2018: €1,468.5 million, excluding technical closing-date items). The Group therefore had slightly
negative working capital of €170.6 million at the end of the year (2018: €370.2 million).
Technical closing-date items
The "financial instruments of the central counterparties" item relates to the function performed by Eurex
Clearing AG and European Commodity Clearing AG: since they act as the central counter parties for
Deutsche Börse Group's various markets, their financial instruments are carried in the balance sheet at
their fair value. The financial instruments of the central counterparties are described in detail in the
risk report and in ☑notes 13, and 23 to the consolidated financial statements.
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under "restricted bank
balances". The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €30 billion and €32 billion
(2018: between €28 billion and €30 billion).
Value added: breakdown of company performance
Value added is calculated by subtracting depreciation and amortisation as well as external costs from
the company performance. In 2019, the value added by Deutsche Börse Group amounted to
€2,194.8 million (2018: €2,028.3 million). The breakdown shows that large portions of the generated
value added flow back into the economy: 25 per cent (€548.7 million) benefit shareholders in the form
of dividend payments, while 34 per cent (€746.2 million) was attributable to staff costs in the form
of salaries and other remuneration components. Taxes accounted for 17 per cent (€373.1 million), while
2 per cent (€43.9 million) was attributable to external creditors. The 22 per cent value added that
remained in the company (€482.9 million) is available for investments in growth initiatives, among other
things.
50
50
Net revenue
Gruppe Deutsche Börse | Annual report 2019
thereof financial assets measured at amortised costs
49
Overall, Deutsche Börse Group invested €184.7 million in the continued business in intangible assets
and property, plant and equipment (capital expenditure or capex) in the reporting period (2018:
€160.0 million). The Group's largest investments were made in the Clearstream and Eurex segments.
226.3
194.5
thereof current liabilities
122,444.3
144,081.4
thereof financial instruments held by central counterparties
thereof financial liabilities measured at amortised cost
thereof cash deposits by market participants
77,411.5
94,068.3
14,432.1
19,219.7
29,755.8
29,559.2
Deutsche Börse Group's total assets have decreased in comparison with the previous year - this is
primarily due to the fall in the financial instruments held by central counterparties on the reporting date.
Intangible assets increased significantly against the background of the acquisitions, which led to an
increase in goodwill. Current assets - adjusted for the decline in financial instruments held by central
counterparties are at the same level as in the previous year.
The Group's equity increased significantly year-on-year, due on the one hand to the acquisition of
Axioma respectively General Atlantic's stake in Deutsche Börse Group's index business and on the other
hand to the retained profit of the previous year.
49
11,168.6
6,027.6
thereof financial assets
Further information
<3
Dividends and share buy-backs
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to Deutsche Börse AG shareholders. Within this range,
the Group manages the actual payout ratio mainly relative to the business performance and based on
continuity considerations. In addition, the company plans to invest the remaining available funds
primarily into complementary external development. Should the investment of these funds by the Group
not be possible, additional share buy-backs would represent another possibility for distribution.
For the 2019 financial year, Deutsche Börse AG is proposing that the Annual General Meeting resolve to
pay a dividend of €2.90 per no-par value share (2018: €2.70). This dividend is equivalent to a
distribution ratio of 48 per cent of adjusted net profit for the period, attributable to shareholders of
Deutsche Börse AG, adjusted for the non-recurring items described in the ☑Results of operations (2018:
49 per cent, also adjusted). Given 183.4 million no-par shares bearing dividend rights, this would result
in a total dividend payment of €532.0 million (2018: €495.0 million). The number of shares bearing
dividend rights is produced by deducting 6.6 million treasury shares from the ordinary share capital of
190.0 million shares.
Credit ratings
Credit ratings
Deutsche Börse AG
S&P Global Ratings
Clearstream Banking S.A.
Fitch Ratings
S&P Global Ratings
Long-term
Short-term
AA
Notes
A-1 +
Financial statements
Executive and Supervisory Boards
Tangible equity of Clearstream Banking S.A. (as at the reporting date)
Target figures
2019
≤ 1.75
1.0
%
79
> 14
34
€m
≥ 1,100
1,448
S&P Global Ratings bases the determination of the key performance indicators on the corresponding
weighted average of the reported or expected results of the previous, the current and the following
reporting period. To ensure the transparency of the key performance indicators, the Group reports them
based on the respective current reporting period.
47
Gruppe Deutsche Börse | Annual report 2019
Management report | Report on economic position
Free funds from operations (FFO) / net debt
AA
AA
€m
€m
ASSETS
Non-current assets
thereof intangible assets
thereof goodwill
11,706.9
15,642.0
5,008.4
4,191.6
3,470.5
2,865.6
thereof other intangible assets
1,040.9
952.7
31 Dec 2018
F1+
31 Dec 2019
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
A-1+
Deutsche Börse AG regularly has its credit quality reviewed by S&P Global Ratings, while Clearstream
Banking S.A. is rated by Fitch Ratings and S&P Global Ratings.
On 29 August 2019, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a
stable outlook. The rating reflects Clearstream Banking's leading position in the post-trade business and
its diligent liquidity management, as well as its impeccable capitalisation.
In 2019, S&P Global Ratings left the AA credit ratings of Deutsche Börse AG and Clearstream Banking
S.A. unchanged. Deutsche Börse AG's rating reflects the assumption that the Group will continue its
growth strategy and reach at least the lower end of its growth targets. Clearstream Banking S.A.'s rating
reflects its strong risk management, minimal debt levels and strong position on the international capital
markets, especially through its international custody and transaction business.
As at 31 December 2019, Deutsche Börse AG was one of only two DAX-listed companies awarded an
AA rating by S&P Global Ratings. The rating histories of Deutsche Börse AG and Clearstream Banking
S.A. are given in the five-year overview.
48
42
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Net assets
<3
Consolidated balance sheet (extract)
1
1,030.6
Other licences
25.8
101.0
53.9
87
69.4
44.5
56
89.2
103.4
-14
EBITDA (adjusted)
120.8
112.8
7
PERFORMANCE INDICATORS
82.2
€bn
94.2
31.3
Exchange licences
Analytics
Operating costs
Operating costs (adjusted)
EBITDA
€m
€m
%
190.2
157.3
21
38.7
43.8
-12
31.5
1
€bn
15
Assets under management in ETFs on STOXX® indices (average for the period)
Assets under management in ETFs on DAX® indices (average for the period)
Index derivatives (traded contracts) (m)
In the year under review, European stock indices recorded an outflow of investment funds to other
regions - an effect that could not be compensated for by higher index levels compared to the previous
year. Average assets under management in ETFs on STOXX and DAX indices each fell by 13 per cent
compared to the previous year. ETF licence fees for 2019 declined similarly, by 12 per cent. In line with
the almost unchanged trading volume in index derivatives at Eurex, exchange-based licence fees in
2019 were 1 per cent up on the already high figure for the previous year.
In July STOXX Ltd. announced that it had been recognised as administrator according to Article 32 of
the EU Benchmarks Regulation. This recognition means that indices managed by STOXX can now be
included in the ESMA Benchmark Register. To achieve synergies in Deutsche Börse Group's index
business, Deutsche Börse AG has decided to transfer the administration (as defined in the EU
Benchmark Regulation) of its indices (DAX, eb.rexx etc.) to STOXX Ltd.
Net revenue from Analytics of €25.9 million, reported for the first time in the 2019 financial year,
reflects the new business generated by the merger with Axioma in portfolio management and risk
analytics software. Revenue relates to the period since the acquisition was completed (13 September
2019).
Due to the signing of a number of new contracts, including those with buy-side customers, other licence
revenues rose by 14 per cent for 2019. Overall, net revenue for the Qontigo segment increased by
21 per cent in the year under review. Adjusted EBITDA for the segment rose by 7 per cent.
Data segment
2019
2018
<3
Change
Net revenue
€m
€m
%
158.9
%
170.3
FINANCIAL KEY FIGURES
Further information
Data segment: key indicators")
81.9
71.2
Notes
-13
24.0
27.7
-13
875.4
0
879.6
In the Qontigo (index and analytics business) segment, Deutsche Börse Group reports on the develop-
ment of its subsidiary, Qontigo, which was formed through the merger of STOXX Ltd. and Axioma Inc. in
September 2019. In the index business, Qontigo offers issuers an extensive range of indexes, providing
issuers with a wealth of opportunities for creating financial instruments for even the most diverse
investment strategies. While the ETF licence revenues depend on the volume invested worldwide in
exchange-traded index funds (ETFs) on STOXX® and DAX® indices, the exchange licence revenues are
determined mainly by the volume traded in index derivatives on STOXX and DAX indices on Eurex.
Licence fees from structured products are shown as part of other licence fees. In Analytics, Qontigo
offers its clients risk analytics and portfolio-management tools. Revenue in this area depends mainly on
order volume. However, a significant portion of this revenue requires the volume of new business to be
recognised at the time the revenue is generated (rather than spread over the term of the contract). Actual
net revenue may therefore fluctuate from month to month depending on the volume of new business.
42
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
1) As part of the combination, certain licence revenues were re-allocated from the Data segment to the new Qontigo segment (index and analytics business)
45
136
Length of service
Under 5 years (%)
45
46
45
23
29
5-15 years (%)
23
25
27
27
27
27
295
Average age
125
30
44
42
40
44
42
Full-time employees
966
439
1,714
793
628
295
Part-time employees
27
58
Over 15 years (%)
21
29
Training days per staff member (FTE's)
4.18
4.33
3,98
4.44
3.91
4.75
58
59
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
53
24
32
36
107
28
28
50
41
Staff turnover
Joiners
Leavers
125
76
255
156
65
39
54
39
70
47
Female
188
Deutsche Börse Group assigns high priority to training its staff and to providing continuing professional
development: employees continuously enhance and renew their knowledge by attending exchange-
specific training courses. These include, in particular, IT trainings, e.g. for cloud computing, and career
path trainings, e.g. for project management and leadership. With regard to personal development, the
Group also offers numerous online and live trainings that are tailored to the target group, e.g. for
57
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
communication, responsibility assumption or teamwork skills. Deutsche Börse also supports its
employees and executives in facing their individual challenges by offering a broad range of internal and
external professional development measures (see the "Key data on Deutsche Börse Group's workforce
as at 31 December 2019" table).
Key data on Deutsche Börse Group's workforce as at 31 December 2019 (part 1)
Deutsche Börse AG
Deutsche Börse Group
All locations
Germany
To increase the share of women in executive positions the company ensures that women are identified
as candidates. In addition, Deutsche Börse Group offers numerous additional tools to promote female
employees, such as targeted succession planning and a mentoring programme that involves internal and
external mentors. Meetings and training courses designed specifically for women are held regularly
within the scope of a women's network. For details regarding targets for female quotas, please refer to
the section entitled "Combined corporate governance statement and corporate governance report -
target figures for the proportion of female executives beneath the Executive Board" and the section
entitled "Comparison with the forecast for 2019".
Luxembourg
From initial contact to the actual meeting, mentors and mentees can connect on the “Meet your Mentor"
platform. Experienced colleagues assume sponsorship for other employees, making their work easier. As
mentors, they assist new colleagues in networking beyond their own department, help them to get to
know the company and offer a comprehensive, cross-divisional understanding. The "New Role"
mentoring programme makes it easier for colleagues to take on a new executive role.
To remain sustainably successful, the recruiting of top talents is of the essence. Thus the participation at
university-based events and social network activities have been increased, and a globally uniform
employee referral programme has been established.
In July 2019, the Supervisory Board adopted the human resources strategy 2020 initiated by the
Executive Board. This strategy is built on a detailed analysis of employee needs and the relevant human
resources indicators (e.g. recruiting metrics, key figures on staff development) as well as on the results of
an employee survey conducted in February 2019. It rests on the four pillars "attract", "develop", "retain❞
and "lead". According to these pillars, concepts for employer branding, recruiting, training & develop-
ment, remuneration and flexible working time models have been drawn up. Quick wins that were
realised immediately in 2019 included recruiting via LinkedIn, the Working from Home Policy, the
provision of the “Job Bikes” initiative and a promotion committee which convenes on a quarterly basis.
56
99
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
In the course of implementing the strategy, Human Resources was split into an operative business
partner team and a strategic concept team. Moreover, expansion of the Shared Service Center is planned
over the medium term.
Promoting diversity and gender equality
As a global enterprise, Deutsche Börse Group advocates openness and fairness at the workplace. This is
why Deutsche Börse AG signed the ☑“Diversity Charter" to support recognition, appreciation and
integration of diversity in the working environment. For Deutsche Börse Group, diversity within the
company is the basis for achieving a corporate culture characterised by open dialogue, trust and mutual
acceptance.
Deutsche Börse Group does not tolerate any discrimination, whether on the grounds of gender, sexual
orientation, race, nationality, ethnic origin, age, religion or disability, and irrespective of whether
behaviour among employees is concerned or the placement of orders with third parties. Deutsche Börse
Group's Equal Opportunities Officers safeguard the equal treatment of staff members. Moreover, Human
Resources has implemented processes designed to ensure equal treatment in the selection of personnel
and enable the Group to take prompt action whenever discrimination is suspected. In 2019, no
incidents of discrimination were reported at the Frankfurt/Eschborn, Luxembourg, Prague and Cork
locations (which are covered by reporting); accordingly, no countermeasures were required.
Employer attractiveness
Also in place are the “Evolving Leaders" programme, designed to identify and promote future executives
from within the Group, as well as the "Show Your Talent” initiative, which is set to create visibility for
and support employees' entrepreneurial and innovative potential. At the same time, the programmes are
designed to strengthen staff commitment and their performance orientation.
155
Male
Male
134
489
263
255
161
30-39 years
278
216
576
430
146
115
Under 30 years
103
84
270
Further information
40-49 years
206
Female
Male
Female
Employees (HC)
50 years and older
993
564
1,772
1,088
655
431
342
130
520
240
102
<3
357
Deutsche Börse Group
11
5
4
21
Staff turnover
Joiners
Leavers
144
75
73
55
156
88
1,106
65
7
29
0
Over 15 years (%)
65
60
64
42
66
62
49
5-15 years (%)
35
40
29
47
29
36
30
0
Under 5 years (%)
31
101
Notes
Further information
<3
Deutsche Börse Group is continually developing its compliance management system in order to deal
with rising complexity and increasing regulatory requirements. Measures have been implemented to
prevent, identify, and mitigate Compliance risks and where applicable, to ensure accountability for
Compliance incidents, - especially with regard to the areas of money laundering/terrorism financing,
financial sanctions and embargoes, as well as market manipulation, insider trading and data protection.
For this purpose, Deutsche Börse Group is aligning its system with the recommendations of an
internationally recognised standard (ISO 19600 "Compliance Management Systems - Guidelines"). Based
on this standard, the Group's compliance functions identify fields of action and measures to ensure
compliance management meets the requirements as they continue to change.
As a member of the UN Global Compact, Deutsche Börse AG has committed to observe the related
principles, notably the principle to work against corruption in all its forms, which includes extortion and
bribery. In line with its code of business conduct, Deutsche Börse Group prohibits its employees from
involving themselves in corruption, or from taking part in any actions which may lead to the impression
that the Group promises, arranges, provides, receives, or asks for inadmissible benefits. Bribery and
facilitation payments are prohibited.
It is Deutsche Börse Group's guiding principle that the actions and decisions of all employees are taken
objectively and with integrity. Management plays a particularly important role in this context. Deutsche
Börse Group is fully aware of the so-called “tone from the top" for achieving a high level of attention
for avoiding compliance risks – both within the Group and amongst market participants. In order to
sustainably enshrine this guiding principle, and to prevent Deutsche Börse Group and its staff from legal
sanctions and reputational damage, Compliance has implemented a variety of preventative measures
in a risk-oriented approach.
Compliance organisation
Compliance has overall responsibility for identifying and managing Group-wide compliance risks.
Compliance devises risk-oriented measures in order to contain and manage identified risks; to
communicate risks, incidents, and the effectiveness of the measures taken; it ensures continuous
improvement of the compliance management system by way of regular adjustments to the relevant
internal policies and processes.
Key compliance topics are discussed by Deutsche Börse's Group Compliance Committee, which
comprises senior management representatives from the business divisions and the relevant Group-wide
control functions.
Code of business conduct
Deutsche Börse Group's code of business conduct, which is communicated to all members of staff,
summarises the most important aspects with regard to corporate ethics and compliance as well as
appropriate conduct. The Code focuses on principles to guide decisions - not rules or lists of dos and
don'ts. Moreover, Compliance provides employees with compliance-relevant information via the
corresponding intranet pages, unless specific confidentiality aspects prevent such communication. For
details, see the section entitled “Combined corporate governance statement and corporate governance
report".
Compliance rules
Compliance has implemented Group-wide policies covering relevant local requirements. These rules are
designed to ensure that the internal stakeholder groups acting on behalf of Deutsche Börse Group
comply with the behavioural rules set out in such policies, with the objective of countering breaches of
compliance throughout the Group in a preventive, investigative and consequential manner. Group-wide
60
Financial statements
31
Management report | Combined non-financial statement
Gruppe Deutsche Börse | Annual report 2019
52
546
Training days per staff
member (FTE's)
2.67
3.03
3.07
2.02
2.23
2.81
3.52
Compliance - including combat against corruption and bribery
Responsible entrepreneurial action implies adherence to laws and regulations; it is also based on the
principle of integrity and ethically irreproachable conduct at all times. Deutsche Börse Group has
implemented a compliance management system based on regulatory requirements, with the objectives
of preventing misconduct and avoiding liability and reputational risks for the Group, its legal
representatives, executives and staff. Beyond business-related compliance requirements, the focus is on
strengthening a uniform compliance culture throughout the Group, especially with a view to enhancing
compliance awareness. The compliance management system - under the responsibility of, and
promoted by, the Executive Board of Deutsche Börse AG - therefore constitutes an indispensable
element of good corporate governance with respect to compliance. Such a system provides the
foundation for sustainable risk transparency; specifically, it facilitates mitigating risks in the areas of
money laundering/terrorism financing, data protection, corruption, as well as market manipulation
and insider trading; it also monitors requirements concerning financial sanctions and embargoes.
The compliance management system applies to Deutsche Börse AG as well as to domestic and
international companies in which Deutsche Börse AG holds a majority interest (whether directly or
indirectly). Thanks to its Group-wide compliance approach, Deutsche Börse Group safeguards the
respective Group entities' adherence with applicable law and regulatory requirements. The compliance
functions and the Chief Compliance Officers of the individual Group entities have a unified reporting
line to the Group Chief Compliance Officer, who in turn reports directly to the Executive Board
of Deutsche Börse AG. Compliance reporting includes all relevant compliance risk areas within the
mandate of the compliance function.
59
Executive and Supervisory Boards
Key data on Deutsche Börse Group's workforce as at 31 December 2019 (part 2)
Length of service
36
50 years and older
8
13
8
168
51
1,337
40-49 years
137
55
50
59
250
101
1,819
6,775
30-39 years
459
255
Czech Republic
Ireland
Other locations
Total
Male
Female
Male
Female
Male
Female
(part 1 and 2)
Employees (HC)
637
372
219
888
617
Within the scope of its growth strategy, the Group promotes a high-performance culture with a distinct
focus on clients' needs and innovation. In order to encourage this culture, Deutsche Börse Group has a
remuneration system for executive staff in place that incorporates growth, performance and financial
indicators to a greater extent than in previous years.
66
39.83
Full-time employees
633
350
218
232
873
423
6158
Part-time employees
4
22
1
23
15
37
225
39
34
118
293
199
2,525
Under 30 years
122
84
90
70
177
108
1,094
Average age
36
35
35
Employee commitment and highly developed skills are among the cornerstones supporting Deutsche
Börse Group's business success. Its corporate culture is characterised by a sense of responsibility,
commitment, flexibility and teamwork. Deutsche Börse Group aims to make sure that staff with these
qualities continue to join the company in the future and that they stay for the long term, if possible.
Deutsche Börse Group's Executive Board is also engaged in employee matters through one of its Board
members who is simultaneously Director of Labour Relations as well as through other regular reporting
formats. The Group's workforce is diverse in many respects - including nationality, age, gender, religion,
or cultural and social origin. The company promotes this diversity and benefits from it, creating an
environment conducive to integration from which the corporate culture benefits. This is also in the
interests of Deutsche Börse Group's business: its broad range of diverse products and services and the
international composition of its client base pose specific requirements regarding the professional and
cross-cultural expertise of employees.
40
For more details, please refer to the table entitled “Key data on Deutsche Börse Group's workforce as
at 31 December 2019".
Tax rate
%
26
27
274)
274)
264)
Return on shareholders' equity (annual average)6)
%
204)
194)
184)
214)
214)
Deutsche Börse shares
Year-end closing price
Average market capitalisation
€
81.39
25
30
26
25
2.35
2.45
2.70
2.903)
Dividend payout ratio
%
554)
544)
534)
77.54
494)5)
Employees (average annual FTEs)
4,460¹)
Human resources strategy
5,183
5,397
5,835
Personnel expense ratio (staff costs / net revenue)
%
27
484)5)
96.80
104.95
140.15
AA
AA
AA
Rating
AA
AA
AA
AA
AA
AA
Rating
AA
AA
AA
AA
Market indicators
Xetra, Börse Frankfurt and Tradegate
Trading volume (single-counted)
Eurex®
Number of contracts
AA
2.25
AA
Deutsche Börse AG: S&P Global Ratings
Clearstream Banking S.A.: S&P Global Ratings
Fitch
€bn
14.7
14.0
17.2
21.5
24.0
Rating key figures
Net debt / EBITDA
2.2
Rating
1.2
1.1
1.0
Free Funds from Operations (FFO) / EBITDA
%
35¹)
58
59
69
79
1.1
Clearstream
€
Performance indicators
Consolidated income statement
Net revenue
€m
thereof net interest income from banking business
€m
2,220.3¹)
50.6
2,388.7
84.0
2,462.3
132.6
2,779.7
204.5
2,936.0
246.1
Operating costs (excluding depreciation, amortisation
and impairment losses)
€m 1,164.2¹)
- 1,186.4
- 1,131.6
- 1,340.2
- 1,264.4
Earnings before interest, tax, depreciation and
amortisation (EBITDA)
2019
2018
2017
2016
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Overall assessment of the economic position by the Executive Board
<3
The economic outlook deteriorated further in the 2019 financial year, partly against the backdrop of a
continuing trade conflict and the uncertainty surrounding the outcome of an impending Brexit. This was
reflected mainly in reticence among market participants, as well as cash outflows from European
securities. As a result, volatility was on average lower than in the previous year leading to lower trading
in financial derivatives. An environment of persistently low interest rates also had a negative impact on
trading volumes in interest rate derivatives. However, averagely higher interest rates on customer
deposits held in US dollars resulted in a positive development of the net interest income from banking
business. Cyclical effects were unable to drive the Group's growth any further compared to the previous
year and broadly offset each other over the period. Consequently growth in the reporting period was
primarily the result of structural factors including the development of new products and services, the
acquisition of additional market share and the development of new markets. Overall the Group's net
revenue from these activities increased by 5 per cent in line with the Executive Board's expectations.
Taking into account net revenue from consolidation effects the Group recorded net revenue growth of
6 per cent. After adjusting the previous year's figures to reflect IFRS 16 operating costs rose by 8 per
cent. In addition to increased staff costs due to higher numbers of employees another contributing factor
was the consolidation of companies acquired during the course of 2019. On an adjusted basis the
Group achieved a 10 per cent increase in net profit attributable to Deutsche Börse AG shareholders.
which was also in line with the Executive Board's expectations. Based on this, the Executive Board
considers Deutsche Börse Group's financial position to be very solid during the reporting period. The
Group generated high operating cash flows as in the previous year. Given the increase in adjusted
EBITDA. Deutsche Börse was able to further improve the ratio of net debt to EBITDA at Group level: With
a value of 1.0 the target value of 1.75 was clearly undercut.
€m
Deutsche Börse AG has offered its shareholders increasing dividends for years and the 2019 financial
year is no exception. With a proposed dividend of €2.90 (2018: €2.70) this represents a 7 per cent
increase on the previous year. As a result of the improvement in earnings the distribution ratio fell
slightly from 49 per cent in the previous year to 48 per cent in the year under review (adjusted in each
case for non-recurring effects) and was thus in line with the Executive Board's target range of 40 to 60
per cent.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Deutsche Börse Group: five-year overview
<3
2015
51
1,054.6")
1,239.2
Depreciation, amortisation and impairment losses
926,1
Consolidated balance sheet
Non-current assets
€m
14,386.9
Equity
€m
3,695.1
11,938.7
4,623.2
1,298.2
10,883.7
4,959.4
4,963.4
6,110.6
Financial liabilities measured at amortised cost
€m
2,546.5
2,284.7
1,688.42)
2,283.2
2,627.2
15,642.0 11,706.9
Dividend per share
1,056.2
10.1
€m
- 119.0
- 131.0
Net profit for the period attributable to
Deutsche Börse AG shareholders
Earnings per share (basic)
1,678.3
- 226.2
€m
613.3")
1,621.4
€
722.1
3.87
874.3
4.68
824.3
4.46
1,003.9
5.47
1,528.5
- 159.9
1,443.7
- 210.5
Consolidated cash flow statement
Cash flows from operating activities
€m
3.311)
Assets under custody (annual average)
4,731
Assets under custody (annual average)
■
Sustainable index products
Eurex ESG derivates offering
"
Energy and energy-related markets
<3
UN Sustainable Development Goals (SDGs)
covered by Deutsche Börse Group
•
SDG 7 "Affordable and clean energy"
" SDG 8 "Decent work and economic
growth"
SDG 9 "Industry, innovation and
infrastructure"
SDG 12 "Responsible consumption and
production"
SDG 17 "Partnerships for the goals"
"
SDG 4 "Quality education"
SDG 5 "Gender equality"
■ SDG 8 "Decent work and economic
growth"
SDG 10 "Reduce inequalities"
Economic participation and education
Investment fund services (IFS)
Product matters > p. 66
Further relevant aspects
Internal/external audit
Stable, transparent and fair markets
•
Systems availability
•
Market transparency
Stable financial markets
Anti-corruption and bribery matters > p. 59
Compliance organisation
"
"
Code of business conduct
Compliance rules
■
Compliance training
■
Whistleblowing system
Analysis of compliance risks
Due dilligence/customer review
Data protection
Inside information
■
"
Transparent, stable and fair markets
" SDG 8 "Decent work and economic
•
SDG 9 "Industry, innovation and
infrastructure"
SDG 12 "Responsible consumption and
production"
55
59
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Employees
<3
This chapter provides an overview of key indicators reflecting staff developments at Deutsche Börse
Group; at the same time, it satisfies the requirements for reporting on employee matters, as part of the
non-financial statement.
Staff development
As at 31 December 2019, Deutsche Börse Group employed a total of 6,775 staff (31 December 2018:
5,964), drawn from 105 nationalities at 41 locations worldwide. The average number of employees in
the reporting period was 6,286 (2018: 5,800). On Group level, this corresponds to an increase of
around 8.4 percent compared to the previous year's reporting date.
The fluctuation rate was 8.7 per cent (unadjusted: 10.6 per cent; 31 December 2018: 8.7 and
9.3 per cent). At the end of the year under review, the average length of service for the company was
8.9 years (2018: 9.5 years).
The number of Deutsche Börse AG's employees rose by 54 during the year under review to 1,556.3 as
at 31 December 2019 (comprising 563,5 women and 992,8 men; 31 December 2018: 1,502). The
average number of employees at Deutsche Börse AG for the 2019 financial year was 1,505 (2018:
1,465). As at 31 December 2019, Deutsche Börse AG employed staff at six locations worldwide.
1) HGB Handelsgesetzbuch (German Commercial Code)
SDG 8 "Decent work and economic
growth"
"
SDG 7 "Affordable and clean energy"
•
"
■
growth"
SDG 9 "Industry, innovation and
infrastructure"
SDG 10" "Reduce inequalities"
SDG 12 "Responsible consumption and
production"
SDG 16 "Peace, justice and strong
institutions"
SDG 4 "Quality education"
SDG 17 "Partnerships for the goals"
Good governance
" SDG 8 "Decent work and economic
growth"
•
SDG 10 "Reduce inequalities"
■
SDG 16 "Peace, justice and strong
institutions"
"
Sustainable product and service portfolio
•
"
■
■ Customer satisfaction
■
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
53
53
Notes
A materiality analysis comprising continuous analyses and assessments of relevant internal and external
stakeholders' expectations and requirements is a key element of Deutsche Börse Group's sustainability
strategy. This process is aimed at identifying the issues required to understand the Group's business
performance, operating results, the capital corporation situation and the impact of its activities on non-
financial aspects. Thus, the Group is able to identify opportunities and risks in its core business activities
at an early stage and define concrete areas of entrepreneurial activity on this basis.
Deutsche Börse Group uses not only the financial figures outlined in the “Group management" section
for Group management, but also non-financial performance indicators - specifically, the availability of its
trading systems for the cash and derivatives markets and the share of women in executive positions. For
details regarding the targets pursued and the results achieved in the year under review, please refer to
the sections entitled "Social matters – systems availability" and "Combined corporate governance
statement and corporate governance report – target figures for the proportion of female executives
beneath Executive Board level".
This combined non-financial statement for Deutsche Börse Group and the parent company Deutsche
Börse AG is integrated into the combined management report; it fulfils the provisions of sections 289b-e
and 315b-c of the Handelsgesetzbuch (HGB, German Commercial Code). It is also in accordance with
the standards ("Core" option) of the Global Reporting Initiative (GRI). A detailed overview of all GRI
indicators (GRI index) is available at www.deutsche-boerse.com > Sustainability > Reporting > GRI.
More detailed information that is referenced in the non-financial statement does not form part of the
statement itself. Provided no explicit statements are made for the parent company, qualitative
information within the meaning of the combined management report applies to Deutsche Börse Group
and the parent company Deutsche Börse AG. In some cases, quantitative details concerning the parent
entity are disclosed separately.
Combined non-financial statement
On 21 January 2020 Clearstream the post-trading service provider of Deutsche Börse Group and UBS
agreed on a partnership in the fund services sector. The companies have entered into an agreement
under which Clearstream will acquire 51 per cent of the Zurich-based fund distribution platform
Fondcenter AG from UBS for a purchase price of CHF389 million. UBS will retain a minority stake of
49 per cent. The transaction is expected to be closed in the second half of 2020. Upon completion of
the transaction Fondcenter will fully consolidate. The newly formed company will become the
competence centre for fund distribution services within Deutsche Börse Group and the combination with
the existing Clearstream Fund Desk (formerly Swisscanto Funds Centre) creates a leading provider of
fund distribution services with high benefits for customers of UBS and Clearstream.
<3
Report on post-balance sheet date events
-
Further information
<3
The combined non-financial statement outlines the objectives, actions, due diligence processes applied,
the involvement of the Group's management and other stakeholders, as well as the concept outcomes
with respect to employee matters (see the “Employees" section), compliance (including combating
Relevant contents of the non-financial
statement according to section 289c HGB")
Overview: key sustainability aspects
Further information
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
54
54
As a member of the UN Global Compact (UNGC) and the Sustainable Stock Exchanges initiative (SSE),
Deutsche Börse Group has committed itself to implementing the 17 Sustainable Development Goals
(SDGs) of the "2030 Agenda for Sustainable Development" set by the UN. An overview of Deutsche
Börse Group's contribution to the corresponding targets can be found in the following ☑“Overview: key
sustainability aspects" table.
As an international capital markets organiser, Deutsche Börse Group aims to build and grow market
participants' trust in its market structures. As a responsible member of society, it also endeavours to use
the expertise it deploys to successfully manage its core business in such a way that enables contribution
to resolving social challenges. In this context, Deutsche Börse Group wishes to set a good example.
Please refer to the "Fundamental information about the Group" section for a detailed description of
Deutsche Börse Group's business model. Deutsche Börse Group acts "with an eye to the future". Its
sustainability strategy of the same name defines the Group's understanding of entrepreneurial
responsibility and guides its operations. Please see the ☑section entitled “Management approach for a
Group-wide commitment to sustainability".
The area of human and employee rights was identified as non-material for Deutsche Börse Group during
the materiality analysis, and is thus not included in the non-financial statement. Nevertheless, active
protection of human and employee rights is a key element of Deutsche Börse Group's corporate
responsibility: the Group addresses this at various points along the value creation chain. In addition,
complying with human and employee rights is a key pillar of the Group's human resources policy.
Specific topics (e.g. diversity) are discussed in the “Employees” section and on the website
www.deutsche-boerse.com > Sustainability > Set an example > Employees > Guiding principles.
Deutsche Börse Group furthermore reports on sustainability in procurement management on its website
at www.deutsche-boerse.com > Sustainability > Set an example > Procurement management and is
aware of its responsibility as a global company. It joined the UN Global Compact in 2009.
As a service provider with a focus on electronic market infrastructure services, Deutsche Börse Group
engages in relatively little environmentally sensitive activity from a corporate ecology perspective; hence,
in this combined non-financial statement, no detailed report is provided in this respect. Nonetheless, the
Group is committed to protecting the environment and conserving natural resources. Deutsche Börse
Group has outlined its environmental policies in its ☑code of business conduct. Indicators for its
environmental sustainability performance are available on its website: www.deutsche-boerse.com >
Sustainability Reporting > ESG Indicators. Moreover, environmental protection issues are becoming
increasingly relevant for the design of individual products or services; related measures are described in
detail in the "Product matters" section. Deutsche Börse Group has also published a ☑ climate strategy
aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in
2019.
corruption and bribery), social matters and product matters.
Further information
Business model > p. 18
Notes
Management report | Report on post-balance sheet date events
11,460
€bn
1,947
1,952
1,676
1,728
11,173
1,673"
1,500
1,720
1,468
1,377
1,636
€bn
m
11,246
11,303
11,561
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
42
52
6) Net profit for the period attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based on the quarter-end balance of
shareholders' equity
5) Amount based on the proposal to the Annual General Meeting 2020
4) Adjusted for exceptional effects; please refer to the consolidated financial statements for the respective financial year for adjustment details
3) Proposal to the Annual General Meeting 2020
1) Figure for 2015 without consideration of International Securities Exchange (ISE), which represents a discontinued operation due to its disposal as at 30 June 2016
2) Bonds that will mature in the following year are reported under "other current liabilities" (2017: €599.8 million)
2,502
2,385
2,219
1,902
1,815
Sustainable financial market initiatives
Financial statements
Overview of Deutsche Börse Group
€bn
"
■
Promoting diversity and gender equality
" Human resources strategy
Staff development
Human and employee rights
Employee matters > p. 56
Areas for action relevant to
Deutsche Börse Group
Economic performance
Stakeholder engagement
Brand management
Objectives and strategies
Mandatory aspects
Research and development activities
Internal management
"
•
Human Capital Development
Employer attractiveness
Social matters p. 63
Under the umbrella of the iSTOXX brand, STOXX also offers a broad range of customised ESG-related
indices that cater to specific client requirements. These indices offer specific strategies within the
broader STOXX universe of responsible investing indices that track companies that are pioneering or
making the most headway in the transition to a low-carbon economy and a fairer and better world from
the perspective of ESG principles.
99.912
100
%
%
99.996
99.963
€ trillion
Further information
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
66
There is an increasing demand for considering sustainability indicators in the investment process.
Qontigo's index provider STOXX is part of Deutsche Börse Group, and calculates and distributes more
than 12,000 indices, a growing number of which are designed after sustainability aspects. STOXX's
offering of sustainability indices is diversified and includes environmental, social and governance- (ESG),
climate change- and carbon emissions-related products. Indices are built based on internal research and
the evaluation of market demand.
Sustainable index products
Average monthly cleared volumes across all products³)
One example of Deutsche Börse Group's customer focus is Clearstream's annual client services survey.
This survey aims to identify customer needs and prioritise and address enhancement requests to further
improve products and services. The results of this survey are taken up by the Clearstream Management
Committee, which includes senior management, where concrete actions are taken to address customer
needs. The Clearstream senior management is provided with an overview of the items (customers'
needs/complaints) raised in the survey.
Deutsche Börse Group is executing a Group-wide growth strategy with which it aims to strengthen its
agility, ambition, effectiveness and clear customer focus. In improving its organisation, the Group aims to
better address changing client needs and gradually tap unutilised potential by means of a Group-wide
approach to marketing, sales, innovation and product development.
Customer satisfaction
Product matters
Deutsche Börse Group pays wages, salaries and taxes. Its commercial activity therefore contributes to
private and public income - this contribution is made transparent in the value-added statement. For
details, please refer to the ☑“Value added: breakdown of corporate performance" section.
3) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions. Clearing volumes are subject to
double counting
2) System availability ranks amongst the most important non-financial performance indicators (as defined in DRS 20 and section 289 (3) in conjunction with
section 289 (1) sentence 3 of the HGB) for which a forecast is made
1) Ratio of the market capitalisation of companies listed in the Prime Standard for shares to the market capitalisation of all companies listed on the Frankfurter
Wertpapierbörse (FWB, the Frankfurt Stock Exchange)
23.5
24.0
In 2019, surveys across the EEX, Eurex, 360T and Clearstream began to be standardized; they include
common questions and use a standardised “Net Promoter Score" methodology. In this context,
businesses ask their clients about their readiness to recommend the service provider with the aim of
notifying senior management and staff of the results shortly after the close of the survey. For 2020 there
is also the ambition to report the results from as many areas as possible that have carried out a unified
survey.
Availability of derivatives market trading system?
Availability of cash market trading system²)
91
3) Collateral
Risks arising out of open posi-
tions are quantified. Eurex Clear-
ing requires its clearing members
to post collateral (margin) to cov-
er these risks.
2) Margin requirement
1) Notional amount outstanding
As at 31 December 2019, trans-
actions cleared by Eurex Clearing
amounted to € 10,389.40 billion
notional outstanding.
60.8% securities
45.1
50
57.7
Volume and risk
reduction after
multilateral
(CCP) netting
10,000-
10,389.40
€ billion, as at 31 December 2019
Risk mitigation via netting and collateralisation
Bank for International Settlements of approx. €461 trillion (www.bis.org > Statistics > Derivatives >
OTC derivatives statistics) was adjusted by eliminating the dual counting of interdealer volumes
(source: www.clarusft.com); €/US$ exchange rate as at 30 June 2019: 1.1380, Deutsche
Bundesbank]. The EU and the United Kingdom are currently negotiating the terms for Britain's exit from
the EU. A controversial discussion is ongoing concerning future additions to clearing houses outside the
EU-27, creating significant uncertainty amongst market participants. Eurex Clearing AG has come up
with a solution designed to make the (potentially required) shift of euro clearing into the EU-27 as
straightforward as possible for all market participants: the Eurex Clearing Partnership Programme.
Through this initiative, Eurex Clearing AG is not only offering the market an attractive alternative for
clearing interest rate derivatives outside of London and within the EU-27 but also anticipating potential
market turbulence and taking early action to counteract it.
<3
Further information
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
Clearing members can provide
securities and cash as collateral.
They may post more collateral
than required by Eurex Clearing.
<3
39.2% cash
Notional
92
%
Proportion of companies reporting in accordance with maximum transparency standards")
Security
2018
2019
<3
Transparency
Non-financial key indicators: social matters
Further information
Notes
Financial statements
Management report | Combined non-financial statement
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
69
65
by clearing members
Collateral effectively posted ³)
Margin require-
ment of Eurex
Clearing AG2)
outstanding"
amount
0
For all indices, the ultimate goal is to provide solutions to investors who consider sustainability a key
element of their investment strategy. STOXX® and iSTOXX® indices focus on indicators that can be
assessed quantitatively and are compiled by research providers specialised in the field. Within this
approach, STOXX aims to select companies that are ranked better than their peers according to selected
indicators and tilt the allocation towards those companies.
67
Having launched several index families focused on different aspects of sustainability and by continuing
researching applications of sustainable portfolio allocations, STOXX aims to provide its clients with
transparent, objective and rules-based solutions. The current index offering ensures that STOXX's
products are securely established in the market and that STOXX can offer a timely response to the next
developments in sustainability.
99
68
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Eurex took over a pioneering role by introducing an ESG product suite based on European benchmarks
in February 2019. The three futures on the highly liquid European STOXX benchmarks covering ESG
Exclusions, Low Carbon and Climate Impact support market participants to manage sustainability-driven
challenges. In October the first exchange-traded ESG options on a European benchmark was added to
the product range. At the same time the offering was further complemented by STOXX Select products
with futures and options that capture the performance of European companies with high dividend
payments and low volatility which are selected from the STOXX ESG Global Leaders index.
Products available for trading on Eurex:
■ STOXX® Europe 600 ESG-X Index Futures and Options
<3
■ STOXX® Europe Climate Impact Ex Global Compact Controversial Weapons & Tobacco Index Futures
■ STOXX® Europe ESG Leaders Select 30 Index Futures and Options
Ten months after their launch in February 2019, STOXX Europe 600 ESG-X Index Futures, which are by
far the most popular contracts, have reached over half a million traded contracts with ca. 50 per cent of
the flow coming from end clients and asset owners. ESG is one of the major trends and the product
interest is in line with Eurex expectations.
Further information is available on www.eurexchange.com -> products -> ESG derivatives
Energy and energy-related markets
Deutsche Börse Group holds a majority shareholding in European Energy Exchange AG (EEX), Leipzig,
Germany. The product and service offerings of EEX and its subsidiaries focus on energy and energy-
related markets (e.g. power, gas, emission allowances). By providing liquid, secure and transparent
markets, EEX group plays an important role in improving the efficient functioning of these markets that
are directly linked to questions of climate change. This includes the continuous development of new
products and services, providing market solutions to support the long-term transition of Germany's and
Europe's energy system towards a higher share of carbon-free, renewable energy sources.
■ EURO STOXX 50Ⓡ Low Carbon Index Futures
Eurex ESG derivatives offering
1) Based on the ETFs issued in 2016: FlexShares STOXX® Global ESG Impact index and FlexShares STOXX® US ESG Impact index and based
on ETFs issued in 2019: EURO ISTOXX ESG-X & Ex Nuclear Power Multi Factor, EURO STOXX ESG-X & Ex Nuclear Power Minimum
Variance Unconstrained, EURO STOXX 50 ESG und STOXX Europe 600 ESG-X
11,547
Visit the STOXX website www.stoxx.com for a complete overview of all STOXX and ISTOXX indices.
Non-financial key indicators: sustainable index products
31 Dec 2019
31 Dec 2018
ESG criteria
Assets under management in ETFs based on ESG indices from STOXX"
Total assets under management in ETFs based on indices from STOXX
Transparency
€m
274.3
91.9
€bn
76.3
68.2
Number of sustainable index concepts
224
131
Number of calculated indices
12,554
EEX is constantly developing new support within the framework of the German “Energiewende" and
wider EU climate and energy policy, which includes the long-term 2030 and 2050 climate and energy
policy targets. In addition to power markets, EEX operates a regulated market for emissions allowances.
EEX also hosts the central auction platform for the EU Emissions Trading System, organising regular
auctions on behalf of 27 EU member states, including 25 countries that form an EU-wide auction
platform to be coordinated by the European Commission, Germany and Poland. This system could be
expanded to include the heating and transportation sectors.
All data and service providers appointed by STOXX are subject to regular monitoring as required by
the regulations of the International Organization of Securities Commissions (IOSCO) and the European
Securities and Markets Authority (ESMA). STOXX indices are entirely rule-based. Consequently, there
is neither a committee involved nor are customers consulted in the process of reviewing the index
composition.
Furthermore, EEX is developing new hedging instruments to address the effects of increasing power
generation from renewables. In the ongoing transition to an energy system with a higher share of
renewables, EEX is taking an active role by introducing new products to support this process. An
example for the latter has been the extension of maturities in the electricity derivatives market, which
allows for electricity production and procurement to be hedged for up to ten years: companies
developing renewable energy, and their business partners, can hedge against price volatility and
counterparty credit risks over the long term. The extension of maturities is a way of financing the
expansion of renewable energy without providing explicit sponsorship. Such long-term maturities and
hedging opportunities provided by EEX are already extensively used in Spain.
69
■ STOXX ESG-X Benchmark indices
■ STOXX ESG Benchmark indices
Overview of STOXX ESG, Climate Change and Carbon-Emission Index Offerings:
Further information
Notes
Financial statements
Management report | Combined non-financial statement
■ STOXX Sustainability indices
Executive and Supervisory Boards
52
The EURO STOXX 50® ESG index and STOXX's suite of ESG-X indices are suitable for underlying
mandates, passive funds, ETFs, structured products and listed derivatives with the ambition to increase
liquidity and lower the cost of trading.
■The EURO STOXX 50® ESG index is the ESG-integrated version of the key eurozone benchmark that
combines exclusionary screens (as described above) and ESG integration criteria.
■ STOXX ESG-X indices are ESG-screened versions of flagship STOXX global, regional, country, size and
blue-chip benchmarks. They incorporate standard norm- and product-based exclusions that aim to
limit market and reputational risks while keeping a low tracking error and a similar risk-return profile to
the respective benchmark. STOXX specifically excludes companies that Sustainalytics considers to be
non-compliant with the UN Global Compact Principles, are involved in controversial weapons, are
tobacco producers (0 per cent revenue threshold) and that either derive revenues from thermal coal
extraction or exploration or have power generation capacity that utilises thermal coal (>25 per cent
revenue threshold).
As asset owners are steadily stepping up their fiduciary role and are implementing environmental, social
and governance (ESG) investment strategies, STOXX is addressing this development by offering two
approaches for ESG-compliant versions of STOXX flagship benchmarks:
regulations.
STOXX, as an index provider, also has the duty to represent the economic reality of the environment in
which financial actors operate. In order to prepare for and help facilitate a shift in investment culture,
STOXX develops and maintains a broad range of sustainability indices in response to investors'
current as well as anticipated demand. The broad range of solutions may also aim at mitigating
business risk should investors decide to reallocate more significant parts of their investments to
sustainability-oriented solutions, which may be driven, in part, by investor-specific or external
Gruppe Deutsche Börse | Annual report 2019
■ STOXX Global ESG Leaders and ESG Specialized Leaders indices
■ STOXX Climate indices
■ STOXX Low Carbon indices
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Comparison with the forecast for 2019
<3
With regard to the development expected of its non-financial performance indicators for 2019, the Group
succeeded in increasing the level of systems availability compared to the previous year: in the cash
market, trading system availability was at 100 per cent (2018: 99.912 per cent). The availability of the
T7 system for the derivatives market reached 99.996 per cent (2018: 99.963 per cent). Against this
backdrop, the company expects to maintain the availability of the different trading systems for the cash
and derivatives market at the very high level seen in previous years throughout the forecast period.
In its endeavours to raise the share of women holding executive positions, as early as in 2010, the
Executive Board had adopted a voluntary commitment to increase the share of women holding middle
and upper management positions to 20 per cent by 2020, and of women holding lower management
positions to 30 per cent during the same period. The Group maintains this ambition, and has extended
the scope of its voluntary commitment, over and above legal requirements. Firstly, the target figures
determined in this context relate to Deutsche Börse Group worldwide. Secondly, the definition of
management levels/positions was extended to also include heads of teams, for example. On a global
level, as at 31 December 2019, Deutsche Börse Group achieved a quota of 15 per cent for the upper
and middle management levels (2018: 14 per cent) and 27 per cent for lower management positions
(2018: 29 per cent). For Germany, the quotas were 16 per cent (2018: 14 per cent) and 22 per cent
(2018: 26 per cent), respectively.
70
64
70
¡STOXX ESG offering
In addition to the above-mentioned STOXX indices, the ÖkoDAX® index focuses on German companies
active in the renewable energy business and DAXglobal Alternative Energy expands the DAXglobal index
family by adding a growth indicator for the alternative energies sector.
<3
■ ESG Impact indices
EEX Group further promotes the integration and marketing of renewables through its role as a provider of
registries for so-called guarantees of origin, which are used by electricity distributors to prove the origin
of the energy they supply. These guarantees of origin are rising in importance on the market for so-called
green gases, too. In February 2019, EEX Group further expanded this business by acquiring Grexel, the
leading European provider of guarantees of origin registries. Powernext SE, part of EEX Group, has
operated a register for French guarantees of origin since 2013 and has been commissioned by the
French government with the organisation of auctions.
The outcome of the UK's Brexit referendum on 23 June 2016 has caused significant uncertainty for the
entire European financial services sector. A key issue in this context is the clearing of over-the-counter
(OTC) interest rate derivatives. With some €312 trillion (82 per cent), they account for the largest share
of outstanding OTC volumes, while being the main driver behind the strong increase registered since
2016 [source: BIS, Semiannual OTC Derivatives Statistics, June 2019; the indication provided by the
63
The core economic function of an exchange is to preserve economic prosperity and create the right
framework conditions for growth. As a global market infrastructure provider, Deutsche Börse Group
operates markets that help enterprises of all sizes to raise equity and debt - which in turn enables them
to grow, create and protect jobs and contribute to a higher level of value creation.
Financial statements
Notes
Further information
Non-financial key performance figures: corruption/data protection
Corruption
<3
2019
2018
Management report | Combined non-financial statement
Punished cases of corruption
1
Percentage of business units for which measures have been taken to address corruption risks
Number of employees who were trained in ABC measures (anti-bribery/corruption)"
%
100
100
6,142
1,562
Data protection
0
Number of justified customer complaints relating to data protection
Executive and Supervisory Boards
61
As central counterparty (CCP), Eurex Clearing AG fulfils its responsibility of promoting sustainable global
economic growth and stable financial markets. Furthermore, as a clearing house it is an independent
risk manager and ensures a neutral valuation of its member's risk positions. It also protects members in
the event of a market participant defaulting, thus minimising risks and enhancing both the efficiency of
trading and the stability of the financial markets. The bundling of default risk also permits high netting
effects, which in turn facilitate sustainable cost savings for the entire market.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Gruppe Deutsche Börse | Annual report 2019
communications via the intranet are geared towards providing employees (including members of the
Executive Board and Managing Directors) with the necessary guidance in their daily work, and making
sure they commit to such guidance.
Regular compliance training is essential for a culture of compliance throughout Deutsche Börse Group:
employees worldwide are being trained with respect to relevant compliance issues - covering, in
particular, the areas of money laundering/terrorism financing, data protection, corruption, market
manipulation and insider trading. Managers who are exposed to increased compliance risks on account
of their activities receive additional training in line with their needs. Participation in training measures
covering the compliance topics mentioned above is mandatory for employees, as well as for
management.
Whistleblowing system
Deutsche Börse Group has established a whistleblowing system, where employees can relay information
about potential or actual breaches of prudential orregulatory rules and ethical standards, by phone or
e-mail, whereby the anonymity of whistleblowers is a fundamental guarantee. Through its commitment
to compliance awareness, Deutsche Börse Group cultivates an open approach to dealing with mis-
conduct. For this reason, concerns are often passed on directly to the responsible line manager, or to
Compliance. During 2019, six reports were submitted via the whistleblowing system, or directly via line
managers or control functions (such as Compliance).
Analysis of compliance risks
In line with regulatory requirements, Deutsche Börse Group carries out detailed risk analyses and/or risk
assessments, at least on an annual basis - specifically, it analyses the risk of being abused for the
purposes of money laundering/financing of terrorism, corruption and securities law infringements. Such
risk analyses and assessments comprise the Group's own business activities as well as business
relationships, market participants, products and services. Risk-mitigating measures are derived from the
compliance risks identified.
Due diligence review of clients, market participants, counterparties, and business partners, plus
transaction monitoring
Deutsche Börse Group is constantly improving its processes for the onboarding of new clients and
the review of existing clients ("Know Your Customer” processes). Depending on the assessment of client
risk in each case, client relationships are subject to corresponding diligence duties concerning their
establishment, update, and monitoring. Client relationships are not entered into where the risks involved
are too high. Deutsche Börse Group analyses transaction data in order to identify activity which might
indicate potential money laundering.
Deutsche Börse Group is exposed to the risk of sanctions being imposed upon business partners;
moreover, there is a risk of bribery and corruption. In this connection, the Group examines its business
partners, whereby their details are cross-checked against relevant data sources (such as embargo,
sanctions, PEP, terrorist and other "black lists"). Appropriate measures are taken in the event of any
match against such lists.
Compliance training
0
19
1) The web-based ABC training is mandatory for employees of Deutsche Börse Group. The number of employees who attended anti-bribery/corruption trainings varies
with respect to the year under review due to the training frequencies that extend over a period of several years
Systems availability
Deutsche Börse AG operates its trading systems for the cash and derivatives markets as redundant
server installations, distributed across two geographically separated, secure data centres. Should a
trading system fail, it would be operated from the second data centre. Together with clients, Deutsche
Börse successfully simulated this scenario - as well as the impact of local disruptions - within the scope
of the FIA Test (the annual disaster recovery exercise conducted by the Futures Industry Association).
Other disruptions, such as workstation malfunctions or personnel failures, were also tested. Thanks to
manifold tests and the verified roll-out of software, as well as the continuous monitoring of the network,
servers and applications, Deutsche Börse Group achieved a 100 per cent availability of its cash market
trading system and 99.996 per cent for its derivatives trading system. These levels corresponded to
downtimes of around O minutes and 12 minutes, respectively, during the entire year.
Market transparency
Section 42 (1) of the Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose
additional admission requirements and further notification duties upon equity issuers, for parts of the
regulated market. Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange) used this
authorisation in its ☑Exchange Rules (section IV, sub-section 2) to create the "Prime Standard" in
2003. The Prime Standard segment is characterised, on the one hand, by special post-admission
obligations, which are monitored by the FWB with any breaches sanctioned by the exchange's Sanctions
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Combined non-financial statement
Notes
Further information
<3
Committee; on the other hand, admission to the Prime Standard is a mandatory requirement for
inclusion into one of Deutsche Börse AG's selection indices.
Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities
Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports),
as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English
and within set deadlines. Moreover, Prime Standard issuers must submit their calendars of material
corporate events to FWB, hold an analysts' conference at least once a year and publish any inside
information in English as well as German. All submissions to FWB must be carried out via the Exchange
Reporting System (ERS®). This electronic interface allows for efficient sorting and display of data,
helping to spot any impending failure to meet a deadline. This allows FWB to support issuers concerning
their transparency duties in the best possible manner by sending out e-mail reminders prior to each
deadline. All reports and data submitted to FWB are subsequently available on www.boerse-
frankfurt.de/en, the exchange's website, under the respective issuer's name. Information is thus
accessible to interested investors in a compact, easy-to-find manner, creating a particular level of market
transparency within the Prime Standard segment. Submission via ERS allows for monitoring fulfilment of
transparency requirements – seamlessly and without delay.
In 2019, ten cases were submitted to the FWB Sanctions Committee for the delayed disclosure of
information. Proceedings had been completed with the expiry of the 23 January 2020 deadline: Fines
were imposed in an amount totalling €207,075.
Deutsche Börse Group launched a new segment for green bonds - bonds issued to raise capital for
projects with climate and environmental benefits - on the Frankfurt Stock Exchange in November 2018.
This "shop window" for green investors includes 235 bonds. All bonds in this segment comply with the
Green Bond Principles of the International Capital Markets Association, which offer guidelines on key
components of issuance: use of proceeds, process for project evaluation and selection, management of
proceeds, as well as reporting. The new segment caters to the demand for sustainable financing, which
is rising all over the world. Investors who care not only about the economic, but also the ecological
return of their investment can find the right strategy at www.boerse-frankfurt.de ☑www.boerse-
frankfurt.de> Bonds > Green Bonds. The bonds included in Deutsche Börse's segment are admitted for
trading at various European stock exchanges, including the Frankfurt Stock Exchange.
0
Stable financial markets
Stable, transparent and fair markets
The Green and Sustainable Finance Cluster Germany e. V. is an initiative committed to enhancing the
expertise on sustainable finance in the market, putting that expertise to efficient use, and identifying (as
well as taking) specific action to make national and international financial markets structures fit for the
future. Kristina Jeromin, Head of Group Sustainability, is one of the two Managing Directors co-heading
the Cluster. The Cluster has defined four fields of action: sustainable finance – status quo and
innovation; data and digitalisation; metrics and standards; dialogue and knowledge development. It
coordinates the activities of the participating institutions within these fields of action and brings them
together with policymakers, regulators, civil society and academia. Within Germany, the Cluster
collaborates closely with relevant political players in Berlin. At a European level, the Cluster is a member
of the technical expert group on sustainable finance and thus actively involved in the European
Commission's Action Plan on sustainable finance; the Cluster supports the Action Plan's implementation
and is involved in the corresponding consultation process leading to future regulation. Since June 2019,
Deutsche Börse Group and the Cluster have been members of the Sustainable Finance Committee to
advise the German government and foster dialogue between the financial industry, real economy, civil
society and academia.
Financial statements
As a market infrastructure provider, Deutsche Börse Group considers ensuring transparency on the
capital markets as its direct responsibility. By ensuring such transparency, it fosters stability in these
markets, promoting their economic success. The management is involved through its participation on
the Group Sustainability Board; its approach on social and sustainability matters is described in detail in
the section "Management approach for a Group-wide commitment to sustainability".
Data protection/protection of personal data
Deutsche Börse Group has exposure to a plethora of data during the course of its business activities. The
Group takes data protection very seriously and has taken measures to ensure compliance with data
protection law, in particular the appropriate and transparent processing of personal data. The Executive
Board has appointed a Data Protection Officer and established a data protection organisation to ensure,
that the data privacy framework and the principles of the EU General Data Protection Regulation, which
came into force in 2018, are adhered to. To this end, the data protection organisation informs and
advises the individual legal entities with respect to data protection. The data protection organisation also
serves as a contact for data protection authorities, and supports the business units in assessing risks
related to the issue of data protection risks. It supports a stronger culture of data protection at Deutsche
Börse Group by raising awareness and providing training on data protection in the context of the Group's
business activities.
Sustainable financial market initiatives
In 2019, the data protection organisation has integrated its monitoring framework into the structure of
compliance safeguards and controls, as a second line of defence on data protection. The Data Protection
Officer informs senior management on an annual basis about its activities to enhance the Data
Protection framework.
Inside information
In its capacity as an issuer of securities, Deutsche Börse Group has access to information which, in
accordance with legal requirements, may be classified as inside information. To raise awareness
amongst the employees affected, further measures were introduced on a Group-wide basis in 2019.
These measures are designed to mitigate the risks of market manipulation and insider trading for
employees' personal account transactions and are geared towards ensuring that maximum sensitivity
is applied to dealing with such information.
Compliance maintains a Group-wide restricted list in which issuers or financial instruments are included
if particularly sensitive, compliance-relevant information. Compliance may impose a general prohibition
of trading for such issuers or financial instruments or may prohibit certain types of transactions. A
confidential watch list is used to summarise compliance-relevant information about other issuers and/or
financial instruments. In particular, Compliance uses these lists to monitor personal transactions of
employees as well as information barriers.
29
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
62
Management report | Combined non-financial statement
Social matters
<3
Internal/external audit
Further information
At least once a year, Internal Audit checks whether the measures and concepts of the compliance
management system comply with the regulatory requirements, in a risk-based manner. Moreover,
regulated entities are subject to statutory external audits.
Notes
Financial statements
Deutsche Börse Group's risk strategy is aligned with its business model and company strategy. The
Group provides the infrastructure for reliable and secure capital markets, assists constructively in their
regulation and plays a leading role in all of the areas in which it does business. Deutsche Börse Group's
risk strategy is based on three core principles:
Further information
Notes
Risk Report
<3
Management report | Risk Report
Deutsche Börse Group includes the following entities which are regulated as credit institutions:
Clearstream Banking S.A. and Clearstream Banking AG (hereinafter referred to as "Clearstream",
including Clearstream Holding AG), as well as Eurex Clearing AG. Furthermore, Eurex Clearing AG and
European Commodity Clearing AG are authorised as central counterparties (CCPs) and are subject to the
requirements of the European Market Infrastructure Regulation (EMIR). In addition, other Group
companies hold different licences to provide regulated activities in the financial services sector. As such,
these entities are subject to comprehensive statutory requirements, inter alia on risk management (for
further information on the regulated entities, please refer to ☑ note 15 to the consolidated financial
statements). Over and above the statutory requirements, including the EU directives (CRD IV and
MiFID II) and their implementation into national law, other regulations worth mentioning include
primarily EU regulations (CRR and EMIR), the national requirements of the Minimum Requirements for
Risk Management (MaRisk) issued by the Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin), and circular 12/552 issued by the Financial Supervisory Authority
of Luxembourg (Commission de Surveillance du Secteur Financier, CSSF). In this context, significant
parts of the risk management are defined in the scope of the so-called second pillar of the Basel III
regime for a number of the Group's companies. Moreover, national regulations implementing the EU
Banking Recovery and Resolution Directive (BRRD) apply to Clearstream and Eurex Clearing AG
regarding the establishment of recovery plans. Deutsche Börse Group follows international standards in
its risk management and applies these also without or beyond such statutory requirements.
The highest regulatory standards within the Group are applicable to Eurex Clearing AG and Clearstream,
given their regulation as credit institutions. Considering this and their economic importance, this risk
report focuses on these subsidiaries in particular.
Risk strategy and risk management
Financial statements
-
Notes
2. Support for growth in the various business segments
"Risk management supports the business units in developing their business". With this principle, the
Group promotes its growth strategy. As such, risks are identified, and clearly communicated. This
principle includes risk from organic growth, M&A activities and the use of transformational technology.
The aim is to make well-founded strategic decisions within the boundaries of the defined risk appetite.
71
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Further information
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
3. Appropriate risk/return ratio
<3
1. Risk limitation – protecting the company against liquidation and ensuring its continuing operation
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss must not be
generated more than once every hundred years." This means that one goal is to ensure a minimum
probability of 99.98 per cent that the total capital will not be lost within the next twelve months. Another
objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will at least
break even, expressed in terms of its EBITDA. In other words, this principle establishes how much risk
the Group must be able to withstand while also determining its risk appetite.
Management report | Risk Report
Business segments
Identify, notify and control
Group-wide
"The return on equity should exceed the cost of equity." Deutsche Börse Group has set itself the goal of
ensuring that risk and return should be reasonably balanced, both for specific business areas in general
and for individual regions, products and customers.
Executive and Supervisory Boards
Gruppe Deutsche Börse | Annual report 2019
73
Group Risk Management (GRM), headed by the CRO, prepares the proposals for the corresponding risk
strategy, risk appetite, the approaches and methods for monitoring risk, capital allocation and
procedures. GRM continuously analyses and evaluates risks and produces quantitative and qualitative
reports. These are submitted six times a year to the GRC, once a month to the Executive Board, once a
quarter to the Risk Committee of the Supervisory Board and twice a year to the Supervisory Board.
Likewise, the CRO reports to the Audit Committee on the appropriateness and effectiveness of the risk
The Group Risk Committee (GRC) reviews the risk position of the Group at least on a quarterly basis and
involves the Executive Board in all decisive questions. The GRC is an internal Group committee, chaired
by the Chief Financial Officer.
Identify, notify and control
Business segments
Chief Risk Officers/Risk management functions
Manage risks in day-to-day operations and report to their
own committees and the Group
Responsible for the risk management of their institution
Risk management - organisational structure and reporting lines
Executive boards
Supervisory boards
Financial institutions
Clearstream and Eurex Clearing AG
Chief Risk Officer/Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Monitors the risk management system and its continuing
improvement in light of the risk strategy
Risk Committee of the Supervisory Board
Audit Committee of the Supervisory Board
Evaluates the effectiveness of the risk management system
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Supervisory Board of Deutsche Börse AG
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Internal risk management is based on the Group-wide detection and management of risk, which is
focused on its risk appetite, see the chart "Interlocking business strategy and risk strategy“. Deutsche
Börse AG's Executive Board has overall responsibility, and defines the framework for risk management
throughout the Group. Under these Group-wide risk management requirements, each business segment
and each regulated company is responsible for managing its own risk.
72
Business strategy
■ Physical security
Risk monitoring
Existing risks
■ Aggregated risk measurement
Emerging risks
■Risk map
■Stress tests
■ Risk metrics
Risk acceptance
Long-term developments
■DB1 Ventures
■Information security
■Deutsche Börse Venture Network
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes and
responsibilities are binding for all Group employees and organisational units. To ensure that all
employees are risk-aware, risk management is firmly anchored in the Group's organisational structure
and workflows. The Executive Board is responsible for risk management overall, whereas within the
individual companies it is the responsibility of the management. The boards and committees given
below receive regular information on risk situation.
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
Supervisory Board of Deutsche Börse AG assesses and monitors the effectiveness of the risk manage-
ment system and its continuing development. The Supervisory Board has delegated the regular
evaluation of the appropriateness and the effectiveness of the risk management system to the Audit
Committee. In addition, the Risk Committee examines the risk strategy and risk appetite on an annual
basis.
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and
allocates the latter to the company's individual business segments and business units, respectively. It
ensures that the Group's risk appetite is and remains compatible with its short- and long-term strategy,
business and capital planning, risk-bearing capacity and remuneration systems. The Executive Board of
Deutsche Börse AG also determines what parameters are used to assess risks, how risk capital is
allocated and what procedures apply. It ensures that the requirements for the risk strategy and risk
appetite are met.
Implementation in the Group's organisational structure and workflow
Interlocking business strategy and risk strategy
■ Other
■Internal control system
Risk strategy/risk appetite
Risk analysis
Risk scenarios
Root cause
Implied risks
Risk types
Internal and external losses
Event
Effect
Loss
■ Legal
Risk mitigation
Reduces frequency of events
or severity of effect
■ Straight-through processing ■ Business continuity
Risk transfer
Risk avoidance
■ Insurance
measures
■ Compliance
■ Other
■ Changes to business
and/or business strategy
Risk mitigation
Financial statements
60
Further information
Events
Unavailability of systems
■ Trading
■ Clearing
■ Settlement
Service deficiency
■ Deficiency of trading-
related services
■Loss of customer cash
Damage to physical assets
Operational risk
■ Damages to or destruction
of buildings
Legal disputes and business
practice
■Losses from ongoing legal
conflicts
■ Theft of customer cash
■ Employment practice
■ Contract risks
■ Breach of sanctions
provisions
↑
Possible root causes
■ Damages to or destruction
of data centres
■Software flaws
Operational risk at Deutsche Börse Group
Operational risk
Business risks
23%
Financial risks
67%
Operational risks
Operational risk greater than financial and business risk
Utilisation of risk-bearing capacity in the liquidation principle and of risk appetite in the going-concern
principle are used as internal management indicators throughout Deutsche Börse Group (see the ☑
"Approaches and methods for risk monitoring" section for an explanation of these terms). In addition to
the financial and operational risk already mentioned, business risk is also identified and assessed. This
relates in particular to potential threats to revenue such as price pressure or loss in market share as well
as cost risks. Under the liquidation principle, financial risk amounts to only approximately 23 per cent of
Deutsche Börse Group's total risk, while business risk represents 10 per cent of the total. This makes
the third typical risk type all the more important for Deutsche Börse Group: at 67 per cent, operational
77
For Deutsche Börse Group, operational risks comprise the unavailability of systems, service deficiency,
damage to physical assets as well as legal disputes and business practice (see the chart below:
"Operational risk at Deutsche Börse Group"). Human resources risks are quantified just like other
operational risks. The share of operational risk of the REC was 67 per cent as at 31 December 2019.
Gruppe Deutsche Börse | Annual report 2019
Management report | Risk Report
Financial statements
Notes
Further information
<3
risk accounts for two-thirds of the REC. Information on the additional capital requirements of other
subsidiaries is provided in ☑ note 15 to the consolidated financial statements.
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint of Bank Markazi on 17 January 2018 naming Banca UBAE S.p.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi which the complaint alleges are held on accounts of
Banca UBAE S.p.A. and Bank Markazi with Clearstream Banking S.A. totalling approximately
US$4.9 billion plus interest. Alternatively, Bank Markazi seeks damages to the same amount. The assets
sought include assets to the amount of approximately US$1.9 billion that were turned over to US
plaintiffs pursuant to a 2013 binding and enforceable US court order in a proceeding to which Bank
Markazi was a party. The claim also addresses customer assets of approximately US$2 billion, which
include assets that are held at Clearstream Banking S.A. and which are currently subject to US and
Luxembourg litigation brought by US plaintiffs, and further addresses assets that were previously
transferred out of Clearstream Banking S.A. to Banca UBAE S.p.A.
The three risk types applicable to Deutsche Börse Group are described in detail below, in the order of
their importance.
Executive and Supervisory Boards
■ IT hardware flaws
Human errors
■ Force majeure
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example,
cause the destruction of, or severe damage to, a data centre or office building. Business Continuity
Management and Physical Security measures aim at averting significant financial damage (see the
chart Business Continuity Management).
Legal disputes and business practice
Losses can also result from ongoing legal proceedings. These can occur if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls
or breaches of competition law or of banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of
breaches of other governmental or overarching regulations.
In its 2012 corporate report, Deutsche Börse Group informed about the class action Peterson vs
Clearstream Banking S.A., the first Peterson proceeding, targeting turnover of certain customer positions
held in Clearstream Banking S.A.'s securities omnibus account with its US depository bank,
Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages of
US$250.0 million. The matter was settled between Clearstream Banking S.A. and the plaintiffs and the
direct claims against Clearstream Banking S.A. were abandoned.
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Executive and Supervisory Boards
Management report | Risk Report
Damage to physical assets
Financial statements
Further information
<3
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals and later by the US Supreme Court on
20 April 2016. Once distribution of the funds to the plaintiffs is complete, a related case, Heiser vs
Clearstream Banking S.A., also seeking turnover of the same assets, should also be dismissed.
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other
plaintiffs, filed a complaint targeting restitution of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream Banking S.A.,
moved to dismiss the case. On 19 February 2015, the US court issued a decision granting the
defendants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this ruling at the
competent appeals court (Second Circuit Court of Appeals), which on 21 November 2017 confirmed
large portions of the decision of the trial court. The appellate court referred the case back to the court of
first instance regarding another aspect, asking the court to assess whether the assets held in
Luxembourg are subject to execution in the USA. Clearstream Banking S.A. filed a petition against this
ruling with the US Supreme Court on 8 May 2018. The US Supreme Court decided on 13 January
2020 to refer the second Peterson case back to the appeals court for consideration in the light of new
US legislation.
On 14 October 2016, a number of US plaintiffs filed a complaint naming Clearstream Banking S.A. and
other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream Banking S.A. is
based on similar assets and allegations as in the Peterson proceedings. The complaint seeks turnover of
certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The complaint also
asserts direct claims against Clearstream Banking S.A. and other defendants and purports to seek
damages of up to approximately US$6.6 billion plus punitive damages and interest. The proceedings
have been suspended due to the pending complaint to the US Supreme Court in the second Peterson
case.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
Notes
Notes
Other sources of error may be attributable to suppliers or to product defects; mistakes that may lead to
the loss of client assets or mistakes in accounting processes must also be considered. The Group
registers all complaints and formal objections as a key indicator of deficient processing risk.
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defective
products and processes or mistakes in manual entries. A second example are handling errors in the
collateral liquidation process in the event of the default of a large clearing customer. Such errors have
not occurred to date in the rare case of a failure. The related processes are tested at least annually.
Service deficiency
Flawed internal processes
■Flawed data supply
Weather catastrophes
■ Terror
security
■ Cyber crime
■Legal violations
Internal fraud
■ External fraud
Unavailability of systems
Operational resources such as the Xetra® and T7Ⓡ trading systems 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 calculates the availability of
these systems as an important risk indicator. In line with the Group's risk strategy, the business areas
are responsible for monitoring the indicators.
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues, or in unlikely cases, the availability of the systems could be
affected by acts of cyber crime or terrorist attack. In the past, only limited failures have occurred both
with Xetra and with T7 and its predecessor system. In practice, there has never been a system failure
lasting longer than one day. Deutsche Börse Group has taken a number of measures to further minimise
the risk of failure lasting an entire day or longer, for example the redundancy of the network
infrastructure.
In general, availability risk represents the largest operational risk for Deutsche Börse Group and is
therefore subject to regular tests that simulate not only what happens when its own systems fail but also
when suppliers fail to deliver.
10%
Required economic capital for
Deutsche Börse Group by risk type
■Inadequate information
O
Management report | Risk Report
Financial statements
80
Notes
Further information
Approaches and methods for risk monitoring
<3
Deutsche Börse Group uses quantitative and qualitative approaches and methods for risk monitoring,
with the objective of providing as complete a picture as possible of its risk situation at all times. To this
end, the Group continuously reviews internal events with regard to their risk properties, whilst also
considering regional as well as global developments. The Group is thus able to recognise and analyse
existing risks; at the same time, it is able to swiftly and adequately respond to emerging risks, as well as
to changes in the market or in the business environment.
Executive and Supervisory Boards
Existing risks
1. Liquidation principle: what risk can the capital cover?
The required economic capital (REC) is calculated in accordance with the liquidation principle. The first
part of Principle 1 of its risk strategy specifies that Deutsche Börse Group should not exhaust its risk-
bearing capacity in more than 0.02 per cent of all years. For Clearstream and Eurex Clearing AG, REC
calculated in this manner also complies with the requirements of the second pillar of Basel III. Deutsche
Börse Group determines its risk-bearing capacity on the basis of its reported equity in accordance with
International Financial Reporting Standards (IFRSS). Clearstream and Eurex Clearing AG determine their
risk-bearing capacity on the basis of their regulatory capital (for details, see ☑ note 15 to the
consolidated financial statements).
For management purposes, GRM regularly determines the ratio of the REC to the risk-bearing capacity.
This indicator is known as the utilisation of risk-bearing capacity and it answers a key risk management
question: how much risk can the Group afford and what risk is it currently exposed to? The ratio of REC
to risk-bearing capacity remained within the stipulated maximum risk throughout the reporting period. If
this were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing capacity
and would have to be liquidated ("gone concern").
2. Going-concern principle: what risks can be absorbed by earnings?
Deutsche Börse Group employs the going-concern principle that assumes an orderly continuation of the
Group in the event of a crisis, and uses earnings at risk ("EaR") as an indicator. This indicator
corresponds to the second part of Principle 1 of the Group's risk strategy, i.e. that an operating loss
equal to the earnings before interest, tax, depreciation and amortisation (EBITDA) 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 (profit for the period expressed in terms of EBITDA).
Under the going-concern principle, EaR determined in this way is compared with the Group's risk
appetite - which is, in turn, measured in terms of projected EBITDA.
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Deutsche Börse Group employs a range of tools to evaluate and monitor operational, financial and
business risk on a continuous basis, applying the liquidation principle and the going-concern principle,
to quantify and aggregate risks. The value at risk (VaR) model is the main tool used for quantification.
The purpose of the VaR model is to determine the amount of capital - given a confidence interval
defined ex ante – required to cover potential losses incurred within twelve months. Moreover, so-called
stress tests are carried out in order to simulate extreme, yet plausible, events and their impact upon the
Group's risk-bearing capacity. Another approach to risk monitoring, which serves as an early warning
system for quantified and non-quantifiable in-house risks, is complementary risk metrics. These risk
metrics are based on IT and security risks, potential losses, credit, liquidity and business risks.
74
5. Monitor and report
4. Control
<3
71%
Financial risks
management system on an annual basis. This system ensures that the responsible bodies can regularly
check whether the defined risk limits are being adhered to consistently. In addition, GRM recommends
risk management measures.
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the require-
ments of the Group. In particular, they adhere to the risk appetite framework allocated to them by
Deutsche Börse Group. The relevant supervisory boards and their committees are involved in the
process, as are the executive boards and the corresponding risk management functions. Clearstream and
Eurex Clearing AG implement customised versions of this risk strategy, using parameters and reporting
formats that are compatible with the overarching Group-wide structure. In general, the management of
the respective subsidiary bears the responsibility for its risk management and risk appetite; appro-
priateness and the effectiveness is evaluated by the respective supervisory board.
Centrally coordinated risk management - a five-stage process
-
Risk management is implemented in a five-stage process. The objective is to identify all potential losses
in good time, to record them centrally and to evaluate them in quantitative terms as far as possible; if
necessary, management measures must then be recommended and their implementation monitored (see
the "The five-stage risk management system" chart): The first stage identifies the risks and the
possible causes of losses or operational hitches. In the second stage, the business areas regularly - or
immediately, in urgent cases – report to GRM the risks that they have identified and quantified. In the
third stage, GRM assesses the risk exposure, while in the fourth stage, the business areas manage the
risks by avoiding, mitigating or transferring them, or by actively accepting them. The fifth and final stage
involves, for example, monitoring different risk metrics and, where necessary, informing the responsible
Executive Board members and committees of significant risks, their assessment and possible emergency
measures. In addition to its regular monthly and quarterly reports, GRM compiles ad hoc reports for
members of the executive and supervisory boards. The risk management functions at Clearstream and
Eurex Clearing AG submit reports to the respective executive boards and supervisory boards. As an
independent unit, Internal Audit reviews the risk controlling functions.
The five-stage risk management system
Responsibility
Executive Board
Risk management strategy and appetite
Group Risk Committee
Risk profile monitoring and management
Group Risk Management
Risk management process
Business areas
1. Identify
2. Notify
3. Assess
Notes
Further information
Gruppe Deutsche Börse | Annual report 2019
<3
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
With regard to risk management, Deutsche Börse Group pursues a sustainable, long-term strategy by
also evaluating risks beyond a twelve-month horizon. For this purpose, the Group has developed so-
called risk maps tailored specifically for expected or upcoming regulatory requirements and IT and
information security risks. In addition, other operational, business and financial risks are also assessed
beyond a twelve-month period. Risk maps classify risks by their probability of occurring and by their
financial impact, should they materialise. A review process of Environment Social Governance (ESG)
aspects is also carried out as part of the Group Risk Committee.
Risk description
The following section describes the types of risk that Deutsche Börse Group generally has to manage and
presents the risks it actually faces. It also explains the measures that Deutsche Börse Group uses to
attempt to prevent loss events, and to minimise their financial effects.
Risk profile
The risk profile of Deutsche Börse Group differs fundamentally from those of other financial services
providers. Deutsche Börse Group differentiates between the three standard types of risk: operational risk,
financial risk and business risk. Project risk also exists but the Group does not specifically quantify these
as their impact is already reflected in the three risk types. The majority of risks are of an operational
nature (see the charts below: "Required economic capital for German universal banks by risk type" and
"Required economic capital for Deutsche Börse Group by risk type").
Required economic capital for
German universal banks by risk type
19%
Operational risks
3. Regulatory capital requirements
10%
Business
risks
Risk metrics are used to quantify the exposure to the most important internal risks against set limits.
They are complementary to the VaR approach and serve to monitor other factors as well as non-
quantifiable risks. Any breach of these limits serves as an early warning signal, which is reported to the
Executive Board on a monthly basis. Furthermore, any such breach immediately triggers the requisite
risk mitigation processes.
5. Risk metrics
Emerging risks
■Damage to physical assets
Deutsche Börse Group's risk profile
Stress tests are being carried out in order to simulate extreme (yet plausible) events for all material types
of risk. Using and calculating both hypothetical as well as historical scenarios, this stress test simulates
the occurrence of extreme losses, or an accumulation of large losses, within a single year. Similarly,
inverse stress tests are also carried out, which analyse which loss scenarios would exceed the risk-
bearing capacity.
Risk profile of Deutsche Börse Group
Operational risks
■ Unavailability of systems
■Service deficiency
■Legal disputes and business practice
↑
Financial risks
Project risks
■ Credit risk
■ Market risk
■ Liquidity risk
↑
Business risks
↑
The two institutions have adopted different approaches regarding operational risk: Clearstream has used
the considerably more complex advanced measurement approach (AMA) for this in all business units
since 2008. This means that it meets the regulatory capital requirements for operational risk set out in
the EU's Capital Requirements Regulation (CRR). The model is also employed for REC calculations and
was fundamentally revised and improved during 2016. According to the method - which has been
approved and is regularly audited by BaFin - the required capital is allocated to the regulated entities. In
contrast, Eurex Clearing AG employs the basic indicator approach in order to calculate regulatory capital
requirements (for details, see ☑ note 15 to the consolidated financial statements).
4. Stress tests
Clearstream and Eurex Clearing AG must calculate their capital requirements for various risk types (see
the "Deutsche Börse Group's risk profile" chart) in line with the Pillar I requirements under Basel III. In
addition, Eurex Clearing AG must fulfil EMIR capital requirements while Clearstream Banking AG has to
comply with CSDR capital requirements as authorisation as CSD was granted by BaFin in January
2020. Clearstream Banking S.A. is currently applying for authorisation according to CSDR. Clearstream
and Eurex Clearing AG use a standardised approach for analysing and evaluating credit and market risk.
Executive and Supervisory Boards
Financial statements
Management report | Risk Report
Notes
Eurex Clearing AG only permits securities with a high credit quality and liquidity to be used as collateral.
Internal valuations and external ratings are used to determine the credit quality. On the basis of these
consolidated ratings, only collateral that is classified at least as investment grade is permitted. The limits
for bank bonds are raised to at least "A- due to the potential wrong-way risks. The admission criteria are
reviewed continually and market risk is covered by haircuts with a confidence level of at least 99.9 per
cent. Hence, securities of issuers with lesser credit quality are subject to higher haircuts than those
applied to securities with higher credit quality. Eligible collateral that no longer meets the high credit
87
Further information
98
Gruppe Deutsche Börse | Annual report 2019
<3
Safety for the participants and the clearing house
To date, no default by a client with a secured credit line has resulted in financial losses. Deutsche Börse
Group therefore views the probability that one of its customers could become insolvent, and that this
could lead to losses for the Group as low.
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 belonging to Group
companies as well as Clearstream and Eurex Clearing AG customers. To date, a counterparty default has
not led to a loss for the Group.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios, such as the default of their
largest counterparty. The figures determined in this way are compared with the limits defined as part of
the companies' 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 Clearstream
Banking S.A.'s credit risk exposure from the settlement procedure with Euroclear. Moreover, inverse
stress tests are run to determine the number of counterparties that would have to default for losses to
exceed the risk cover amount. Risks identified in the course of stress tests carried out during the 2019
financial year were analysed further, and corresponding risk-reduction measures initiated, e.g. reducing
credit risks through diversification.
Deutsche Börse Group generally tracks a variety of risk indicators in addition to its risk measures (REC,
EaR and the credit risk stress tests performed). These include the extent to which individual clients
utilise their credit lines, and credit concentrations.
Reducing credit risk
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterparties
to an investment before entering into a business relationship with them. The companies do this in the
same way: they determine the size of individual customers' credit lines based on requirements and
regular creditworthiness checks, which they supplement with ad hoc analyses if necessary. They define
haircuts collateral depending on the risk involved, and continually review their appropriateness.
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.
Each clearing member must prove that it has liable capital (or, in the case of funds, assets under
management) equal to at least the amounts that Eurex Clearing AG has defined for the different markets.
The amount of liable capital (or assets under management) for which evidence must be provided
depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default before
settling open transactions, 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.
86
transactional counterparties. Through offsetting mutual claims and requiring clearing members to post
collateral, Eurex Clearing AG mitigates the credit risk exposure.
Under its terms and conditions, Eurex Clearing AG only enters into transactions with its clearing
members. Clearing mainly relates to defined securities, rights and derivatives that are traded on specific
stock exchanges. Eurex Clearing AG also offers this service for over-the-counter (OTC) products such as
interest rate swaps and forward rate agreements. As a central counterparty, it steps in between
The assets and liabilities relating to the financial instruments held by central counterparties balance each
other out.
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending transactions (ASLplus). Only selected banks act as borrowers. All borrowing transactions are fully
collateralised and only selected bonds with a high credit rating are permitted for use as collateral.
Financial risk
Gruppe Deutsche Börse | Annual report 2019
<3
Deutsche Börse Group classifies its financial risk into credit, market and liquidity risk (see the "Financial
risk at Deutsche Börse Group" chart below). At Group level, these risks account for about 23 per cent of
the REC (this information only includes credit and market risk; liquidity risk is not quantified as part of
the REC; see note 23 to the consolidated financial statements). They primarily apply to the Group's
credit institutions. As a result, the following explanation focuses on Clearstream and Eurex Clearing AG.
Financial risk at Deutsche Börse Group
Financial risk
Credit risk
■ For collateralised and uncollateralised
customer credits
For collateralised and uncollateralised
cash investments
Clearstream grants loans to its clients in order to make the securities settlement more efficient. This type
of credit business is, however, fundamentally different from the classic lending business. On the one
hand, credit is extended solely for less than a day, and it is generally collateralised and granted to clients
with high creditworthiness on the other. Furthermore, the credit lines granted can be revoked at
any time.
In securities lending
■ Outstanding liabilities
Market risk
■ For securities
■ For pension provisions
In case of balance-sheet currency
mismatches
Liquidity risk
■ Customer default
■Payment obligations
■Repayment of customer deposits
Credit risk
Credit risk and counterparty default risks describe the danger that a counterparty might not meet its
contractual obligations, or not meet them in full. Measurement criteria include the degree to which the
credit line has been utilised, the collateral deposited and concentration risk. Although Clearstream and
Eurex Clearing AG often have short-term exposures against counterparties totalling several billion euros
overall, these are generally secured by collateral deposited by the market participants. Moreover, the
Group regularly evaluates the reliability of its emergency plans at Clearstream and Eurex Clearing AG in
the event of client defaults, and the resulting credit risk.
Participation in default fund
Executive and Supervisory Boards
Liquidity risk
Financial statements
In the past, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard &
MetallBank (2002), Lehman Brothers (2008), MF Global (2011), and Maple Bank (2016).
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
In all of the cases mentioned above, the funds pledged as collateral by the defaulted clearing member
were sufficient to cover losses incurred upon closing out positions – in fact, a significant portion of
resources was returned to the defaulted clearing member.
In the event of default by a clearing member, Eurex Clearing AG carries out a Default Management
Process (DMP), with the objective of closing out all positions assumed as a result of the default. Within
the scope of the DMP, any costs incurred in connection with such close-out are covered using collateral
from Eurex Clearing's lines of defence. Essentially, within the DMP framework, products which share
similar risk characteristics are assigned to liquidation groups that are liquidated using the same process.
Within a liquidation group, Eurex Clearing AG will balance its position by transferring defaulted positions
to other clearing members, either via an auction or by way of bilateral independent sales. Potential
claims against Eurex Clearing AG, arising from the settlement of positions assumed from the defaulted
clearing members, are covered by the collateral from the multiple lines of defence. Whenever necessary,
these collateral items are disposed on in the market by way of bilateral independent sales, in order to
cover the outstanding claims from the settlement of the open positions. The DMP will therefore not only
contribute to the security and integrity of capital markets, but will also protect non-defaulted clearing
members from any negative effects resulting from the default.
-
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active in
the currency where losses were incurred. The maximum amount which each clearing member will have
to contribute in this manner is the total amount such clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
Market risk
Market risk include risks of a detrimental development of interest rates, exchange rates or other market
prices. Deutsche Börse Group measures these risks using Monte - Carlo simulations based on historical
price data, as well as corresponding stress tests.
Clearstream and Eurex Clearing AG invest parts of their equity in securities with the highest credit
quality. The majority of these securities have a variable interest rate, interest rate risk is low. The Group
avoids open currency positions whenever possible. Furthermore, market risk could result from Deutsche
Börse Group's ring-fenced pension plan assets (Contractual Trust Arrangement (CTA), Clearstream's
pension fund in Luxembourg). The Group reduced its risk of extreme losses by deciding to invest a
predominant proportion of the CTA on the basis of a value preservation mechanism.
Liquidity risk arises if a Deutsche Börse Group company is unable to meet its daily payment obligations
or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met primarily
internally by retaining funds generated with a view towards maintaining sufficient liquidity in order to be
able to meet all of the Group's payment obligations when due. An intra-Group cash pool is used to pool
surplus cash from subsidiaries on a Deutsche Börse AG level, as far as regulatory and legal provisions
allow. Liquid funds are invested 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 recent years, Deutsche Börse AG has leveraged its
access to the capital markets to issue corporate bonds in order to meet its structural financing needs.
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, 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 Luxembourg.
90
90
Further information
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties, all with a high credit quality, by
defining investment limits for each counterparty and by investing funds primarily in the short term and in
collateralised form if possible. Investment limits are established for each counterparty on the basis of at
least annual credit checks and using ad hoc analyses, as necessary. Since extending its licence as an
investment and credit institution under the Kreditwesengesetz (German Banking Act), Eurex Clearing AG
can also use the permanent facilities at Deutsche Bundesbank and the Swiss National Bank; it is thus in
a position to manage the largest part of client funds in a central bank environment.
■ Deutsche Börse AG has issued a letter of comfort in favour of Eurex Clearing AG. With this letter of
comfort, Deutsche Börse AG commits to provide the funds to Eurex Clearing AG required to fulfil its
duties including the duty to provide additional funds of up to €300.0 million, as mentioned before.
The maximum amount to be provided under the Letter of Comfort amounts to €600.0 million,
including payments already made. Third parties are not entitled to any rights under the Letter of
Comfort.
Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon.
■ Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory equity would be
realised.
Notes
Further information
<3
rating requirements at a later point in time (e.g. due to a new consolidated rating) is excluded. Risk
inputs are checked monthly and the safety margins are recalculated daily for each security. In addition, a
minimum safety margin applies to all securities.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial
instruments. The purpose of these margins is to offset gains and losses.
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a
clearing member against any risk that the value of the positions in the member's account will deteriorate
in the period before the account is settled. This additional collateral is known as the additional margin.
The target confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for
exchange-traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions.
Eurex Clearing AG checks daily whether the margins match the requested confidence level: initial margin
is currently calculated using the legacy risk-based - margining method, and the new - Eurex Clearing -
Prisma method, which is already available for all derivative contracts traded. The new method takes the
clearing member's entire portfolio as well as historical and stress scenarios - into account when
calculating margin requirements. The objective is to cover market fluctuations for the entire liquidation
period until the account is settled. At present, the risk-based - margining method is still used for cash
market products and physical deliveries, as well as for securities lending and repo transactions.
-
In addition to the margins for current transactions, each clearing member contributes to a default fund,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial
consequences of a default by a clearing member to the extent that this cannot be covered by the
member's individual margin, and its own and Eurex Clearing AG's contributions to the default fund.
Eurex Clearing AG uses daily stress tests to check whether its default fund is adequate enough to absorb
a default of its two largest clearing members. 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 individual margins, the impact on the
default fund of a potential default is simulated. Eurex Clearing AG has defined limits which, when
exceeded, trigger an immediate adjustment to the size of the default 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 a delay in performance or a default:
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
-
<3
■ First, Eurex Clearing AG may net the relevant clearing member's outstanding positions and transactions
and/or close them – in terms of the risk involved – by entering into appropriate back-to-back
transactions, or settle them in cash. Clients' segregation models are taken into account accordingly.
Any potential shortfall that might be incurred in connection with such a closing or cash settlement, as
well as the associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2019, collateral amounting to €57,697 million had
been provided for the benefit of Eurex Clearing AG (after haircuts).
■
"
■ After this, the relevant clearing member's contribution to the default fund would be used to cover the
open amount. Contributions ranged from €1 million to €236.7 million as at 31 December 2019.
Any remaining shortfall would initially be covered by a contribution to the default fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €200.0 million as at 31 December 2019.
Only then would the other clearing members' contributions to the default fund be used proportionately.
As at 31 December 2019, aggregate default fund contribution requirements for all clearing members of
Eurex Clearing AG amounted to €3,630 million. After the contributions have been used in full, Eurex
Clearing AG can request additional contributions from each clearing member, which can be at most
twice as high as their original default fund contributions. In parallel to these additional contributions,
Eurex Clearing AG provides additional funds of up to €300.0 million, provided via a Letter of Comfort
from Deutsche Börse AG (see below). These additional funds will be used together with the additional
clearing member contributions, on a pro-rata basis.
Management report | Risk Report
Notes
89
Management report | Risk Report
Despite the ongoing proceedings described before, the Executive Board is not aware of any material
changes to the Group's risk situation.
Measures to mitigate operational risk
Deutsche Börse Group takes specific measures to reduce its operational risk. Among them are
emergency and contingency plans, insurance policies, measures concerning information security and the
physical safety of employees and buildings as well compliance rules and procedures.
Emergency and contingency plans
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible. The
Group has to maintain its business operations and safeguard against emergencies, failures and crises. If
its core processes and resources are not available, this represents not only a substantial risk for the
entire Group but also 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 crisis plans covering the entire Group
(business continuity management, BCM). This covers all processes designed to ensure continuity of
operations in the event of a crisis and significantly reduces unavailability risk. Measures include
precautions relating to all important resources (systems, workstations, employees, suppliers), including
the redundant design of essential IT systems and the technical infrastructure, as well as emergency
measures designed to mitigate the unavailability of employees or workspaces in core functions at all
important locations. This includes unavailability due to pandemic based events, like the recent
“Coronavirus" outbreak. This situation is being handled in accordance to the Deutsche Börse Group
Incident and Crisis Management Process. Precautionary measures are centrally coordinated to ensure
continuity of Deutsche Börse Group's critical operations as well as employees' health and safety. Back-
up locations are subject to regular tests and remote access is also available. Examples of such
precautions are listed in the “Business continuity management" chart.
82
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
On 19 December 2018, the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) sent Deutsche Börse AG a formal hearing notification in a penalty
proceeding, which refers to the allegation of a supposed lack of self-liberation or, alternatively, an
allegedly omitted ad hoc announcement. Specifically, in the search for a successor for Carsten Kengeter,
Deutsche Börse AG had omitted to qualify as a price-relevant intermediate step the fact that a few days
before the appointment of Theodor Weimer in November 2017, two suitable and interested CEO
candidates had been identified and a decision about the appointment was planned. Even after
consulting with external experts, Deutsche Börse AG believes this allegation is unfounded.
Financial statements
Further information
<3
Business continuity management
Systems
■Trading, clearing and
settlement systems designed
to be available at all times
Duplication of all data
centres to contain failure
of an entire location
Emergency and crisis management process
Workstations
Emergency arrangements
for all essential functions
■Fully equipped emergency
workspaces, ready for use
at all times
■Remote access to systems
for numerous employees
Employees
Notes
In November 2018, a customer of a trading participant of the Frankfurt Stock Exchange filed a lawsuit at
the District Court (Landgericht) of Frankfurt/Main against Deutsche Börse AG. The plaintiff is claiming
damages of approximately €2.6 million from Deutsche Börse AG. The alleged damages are said to have
arisen (1) on 7 July 2016, from Deutsche Börse AG's publication of an inaccurate ex-dividend date
relating to a financial instrument via the Xetra system and (2) due to the fact that a client of the plaintiff
relied on this inaccurate information to conclude transactions.
Deutsche Börse Group companies and sites. In the course of these measures, Deutsche Börse Group
entities were made aware that the Public Prosecutor's Office in Cologne has extended the group of
accused persons to include further current and former employees of Deutsche Börse Group companies.
Due to the early stage of the proceedings, it is not possible to predict timing, scope or consequences of a
potential decision. The affected companies are cooperating with the competent authorities. The
concerned entities do not expect that they could be successfully held liable.
<3
Financial statements
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
<3
On 26 December 2018, two US plaintiffs filed a complaint naming Clearstream Banking S.A. and other
entities as defendants. The plaintiffs hold claims against Iran and Iranian authorities and persons
amounting to approximately US$28.8 million. The complaint in this case (Levin vs. Clearstream
Banking S.A.) is based on similar assets and allegations as in the second Peterson case, and the Havlish
case. The complaint seeks turnover of certain assets that Clearstream Banking S.A. holds as a custodian
in Luxembourg. The complaint also asserts direct claims against Clearstream Banking S.A. and other
defendants and purports to seek damages of up to approximately US$28.8 million, plus punitive
damages and interest. The proceedings have been suspended due to the pending second Peterson case.
On 4 December 2019, several US plaintiffs from the aforementioned Heiser vs Clearstream Banking S.A.
case filed a new complaint naming Clearstream Banking S.A. and other entities as defendants. The
plaintiffs hold claims against Iran and Iranian authorities and persons in excess of US$500.0 million,
and are seeking turnover of Iranian assets. Also these proceedings will be suspended with a view to the
further development of the second Peterson case.
Starting on 16 July 2010, the insolvency administrators of Fairfield Sentry Ltd. and Fairfield Sigma Ltd.,
two funds domiciled on the British Virgin Islands, filed complaints in the US Bankruptcy Court for the
Southern District of New York, asserting claims against more than 300 financial institutions for
restitution of amounts paid to investors in the funds for redemption of units prior to December 2008. On
14 January 2011, the funds' insolvency administrators filed a court claim against Clearstream
Banking S.A. for the restitution of US$13.5 million in payments made for redemption of fund units,
which the funds made to investors via the settlement system of Clearstream Banking S.A. The
proceedings, which were suspended for several years, is ongoing.
Legal disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in
custody by Clearstream Banking AG. MBB issued the first tranche of the bond in April 2013 and the
second tranche of the bond in December 2013. The global certificates for the two tranches were
delivered to Clearstream Banking AG by the paying agent of the issuer. The legal disputes relate to the
non-payment of the bond and the purported lack of validity of the bond. Clearstream Banking AG's role
in the context of the purported lack of validity of the MBB bond is primarily to safekeep the global
certificate as national central securities depository. Insolvency proceedings have meanwhile been opened
in respect of the issuer, MBB.
A buyer of an MBB Clean Energy AG (MBB) bond, which is held in custody by Clearstream Banking AG
and was listed on the Frankfurt Stock Exchange, filed a lawsuit at a Dutch court concerning claims for
damages against Clearstream Banking AG, Deutsche Börse AG and other partners.
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market
participants over the dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor's
Office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG
and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Starting on 27
August 2019, together with other supporting authorities, the Public Prosecutor's Office in Cologne
conducted searches of the offices of Clearstream Banking AG, Clearstream Banking S.A., as well as other
81
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
■ Option to move essential
operational processes to
other sites if staff at one site
are not able to work
■ Additional precautions to
ensure that operations
remain active in the event
of a pandemic
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. in front of
the Luxembourg courts. This complaint is a recourse action related to the complaint filed by Bank
Markazi against Clearstream Banking S.A. and Banca UBAE S.p.A and asks that Banca UBAE S.p.A. be
indemnified and held harmless by Clearstream Banking S.A. in the event that Banca UBAE S.p.A. loses
the legal dispute brought by Bank Markazi and is ordered by the court to pay damages to Bank Markazi.
■Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
■Careful and continuous
check of suppliers'
emergency preparations
Utilisation of multiple
suppliers
Insurance policies
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. The insurance policies are checked
individually and are approved by Deutsche Börse AG's Chief Financial Officer.
84
Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Management report | Risk Report
Financial statements
Notes
Further information
Furthermore, Corporate Security is tasked with providing support to employees while they are travelling
or on foreign assignment, i.e. protecting them from risks in the areas of crime, civil unrest, terrorism and
natural disasters. In this context, a worldwide travel security programme was established which
guarantees a risk assessment before, during and after travelling, supported by a travel-tracking system
and a central 24/7 emergency telephone number.
Compliance
Compliance at Deutsche Börse is responsible for supporting the individual legal entities in ensuring that
regulatory requirements are observed and generally protecting the Group against financial and non-
financial risks, such as reputational damage in the markets it serves, in cooperation with supervisory
authorities, or the general public. Whilst endowed with appropriate autonomy from the business units,
Group Compliance nonetheless fulfils its mandate as an enabler of business, to allow the former to focus
on the clients and markets the Group wishes to serve. Compliance has to take the necessary steps to
systematically and pre-emptively mitigate compliance risks. This requires the identification of compliance
risks, and a risk-based assessment of appropriate measures.
Deutsche Börse Group pursues an enterprise-wide approach to its Compliance function, ensuring that
applicable laws and regulatory requirements are followed with respect to individual legal entities. Under
applicable law, the Compliance functions of the individual legal entities report to the respective member
of the Executive Board responsible for Compliance. Moreover, the Compliance functions and their staff
report directly to the Group Chief Compliance Officer via a uniform reporting structure. Wherever
possible, Deutsche Börse Group's compliance follows a synergistic and holistic approach by applying
Group-wide compliance regulations and standards, with the objective of ensuring that the related
concepts are spread throughout the Group.
Deutsche Börse Group's Compliance function has been consistently strengthened over recent years.
During the course of 2019, the Group significantly increased its Compliance personnel in major offices
around the world, with the objective of coordinating and enhancing the strength of the individual legal
entities' Compliance function as well as the alignment between Compliance officers, control functions of
individual business segments and other control functions as required by supervisory bodies. This close
alignment strengthened the second line of defence. In order to be able to act pre-emptively and to
mitigate the compliance risks referred to above, the Group continues to invest into the acquisition and
further development of IT tools. This provides a validated data inventory, which enables the Group to
consistently and appropriately respond to compliance risks. In 2019, the focus continued on
standardising and digitalising compliance processes with an impact on relevant business units. Deutsche
Börse Group also improved its due diligence procedures with respect to clients, market participants,
counterparties and business partners.
Group Compliance continuously promotes regulartory-compliant and ethically impeccable conduct, as
well as integrity amongst all Deutsche Börse Group employees. For instance, staff have been sensitised
to (and enhanced emphasis been placed on) compliance-relevant aspects throughout the respective
business units and within Deutsche Börse Group's regulatorily required control functions. The code of
business conduct encompasses the aforementioned activities and sets a holistic basis for a regulatory
environment for Deutsche Börse Group.
85
85
Gruppe Deutsche Börse | Annual report 2019
Suppliers
Executive and Supervisory Boards
<3
In an increasingly competitive global market environment, access to know-how and confidential
company information bears the potential of a major financial advantage to outsiders or competitors.
Deutsche Börse applies state-of-the-art technology to prevent its knowledge from being obtained illegally,
e.g. through wiretapping.
Over the last few years, Deutsche Börse Group has devoted itself to the development of market-leading
compliance standards. The Group promotes and reflects these standards across its entire product-related
value creation chain, particularly from the perspective of a leading global provider of financial markets
infrastructure. Deutsche Börse AG decided to align its compliance management system with the globally
recognised ISO 19600 standard. This was a crucial next step, designed to exploit Group-wide synergies
and to move beyond the scope of regulatory requirements. These efforts will be continued in 2020. A
special focus lies on compliance monitoring and controls, on the basis of a Group-wide procedural
approach.
Deutsche Börse Group places great importance on physical security issues due to the constantly
changing global security risks and threats. Corporate Security has developed an integral security concept
to protect the company, its employees and values from internal and external attacks and threats - in a
proactive as well as reactive manner. Analysts are continuously assessing the security situation at
Deutsche Börse Group's locations and are in close contact with authorities (Federal Criminal Police
Office
BKA, Federal Office for the Protection of the Constitution - BfV, etc.), security services providers,
and security departments of other companies. Multi-level security processes and controls ensure
physical safety at the Group's locations. Physical access to buildings and values is monitored
permanently; it is based on the access principle of 'least privilege' (need-to-have basis). Penetration tests,
inter alia, are carried out on a regular basis to verify the efficiency and effectiveness (as well as the
quality) of the security processes at the locations.
Preparations for emergencies and crises
■ 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 that operations restart within the intended time period,
namely the recovery time objective (RTO).
Attacks on information technology systems and their data - especially due to cyber crime - represent
operational risks for Deutsche Börse Group, which is continuously confronted with rising threats in this
respect, as are other financial services providers and the entire sector. Unauthorised access, change and
loss of information, as well as non-availability of information and services, may all arise as a result of
these attacks (such as phishing, DDoS and ransomware attacks). It is worth noting that there was no
successful attack on Deutsche Börse Group's core systems in 2019.
In order to maintain the Group's integrity as a transaction services provider, and in order to mitigate and
control the risks, Deutsche Börse is continuously implementing measures to increase information
security. The aim is to proactively boost the robustness of procedures, applications and technologies
against cyber crime in such a way that they are adjusted to the threatening situation and regulatory
requirements at an early stage. The foundation for this is formed by a set of core processes together with
specific control measures based on the established international information security standards ISO/IEC
27000.
83
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Gruppe Deutsche Börse | Annual report 2019
Executive and Supervisory Boards
Information Security
Financial statements
Physical security
Management report | Risk Report
Furthermore, Deutsche Börse Group has been a full member of national associations (Cyber Security
Sharing and Analytics, CSSA), trade associations (World Federation of Exchanges) and international
networks (Financial Services Information Sharing and Analysis Center, FS-ISAC) which contribute
significantly towards a forward-looking stance vis-à-vis cyber threats, and the development of strategies
to fend off such threats.
Group Information Security operates an Group-wide programme designed to raise staff awareness for the
responsible handling of information, and to improve staff conduct in this aspect. All in all, Deutsche
Börse Group's security approach includes overall measures in accordance with ISO 27000 covering both
the development phase and the operational phase.
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects and
assesses threats from cyber crime at an early stage, and coordinates risk mitigation measures in
cooperation with the business units.
The Group has introduced and tested a management process for emergencies and crises that enables it
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during
emergencies and crises. The emergency managers inform the Executive Board or raise the alarm with
them in the case of severe incidents. In the event of a crisis, the Executive Board member responsible for
the affected business area acts as the crisis manager or delegates this role. The emergency and
contingency plans are tested regularly by realistically simulating critical situations. Such tests are
generally carried out unannounced. The test results are evaluated based on the following criteria:
The information security function checks that the information security and information security risk
management requirements are adhered to; it also monitors the systemic integration of (and adherence
to) security standards, within the scope of product and application development.
<3
Further information
Notes
since 16 May 2012
Nadine Absenger, ¹) *1975
Head of Legal and Legal Policy
ver.di federal administration,
Berlin
Nationality: German
Board member
since 16 May 2018
Markus Beck,¹) *1964
In-House Legal Counsel
Senior Expert, staff member
in the Corporate &
Regulatory Legal
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
Susann Just-Marx,¹) *1988
Head of Sales Clearing
European Energy
Exchange AG, Leipzig
Nationality: German
Board member
since 15 August 2018
Karl-Heinz Flöther, *1952
Independent Management
Consultant, Kronberg im Taunus
Nationality: German
Board member
since 16 May 2012
Dr. Andreas Gottschling, *1967
Member of the Board of Directors
of Credit Suisse Group AG,
Zurich, Switzerland
Nationality: German
Board member
since 1 July 2020
since 15 August 2018
Martin Jetter, *1959
Chairman
Nationality: German
5
Achim Karle, ¹) *1973
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards | The Supervisory Board
Management report
Financial statements
Notes
Further information
The Supervisory Board
<3
Senior Vice President &
Chairman IBM Europe,
Madrid, Spain
Nationality: German
Board member
since 24 May 2018
Jutta Stuhlfauth,¹) *1961
Deputy Chairwoman
Lawyer, M.B.A. (Wales)
Staff member in the Group
Organisational Services
Deutsche Börse AG,
Frankfurt/Main
Board member
Staff member in the Equity &
Independent Management
Eurex Frankfurt AG, Frankfurt/Main
Nationality: German
Nationality: German, US-American
Board member
since 8 May 2020
Gerd Tausendfreund, ¹) *1957
Trade union secretary in the
financial services department
ver.di Hesse region,
Frankfurt/Main
Nationality: German
Board member
since 16 May 2018
Amy Yip, *1951
Managing Partner
RAYS Capital Partners Limited,
Hong Kong
Nationality: Chinese (Hong Kong)
Board member
since 13 May 2015
1) Employee representative
6
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards | The Supervisory Board
Management report
www.deutsche-boerse.com/execboard
Consultant, Bielefeld
Index Sales EMEA
Clara-Christina Streit, *1968
Nationality: British, US-American
Board member
Board member
since 28 August 2018
Cornelis Johannes
Nicolaas Kruijssen,¹) *1963
Head of Service Desk &
Onsite Support
Deutsche Börse AG,
Frankfurt/Main
Nationality: Dutch
Board member
since 15 August 2018
Barbara Lambert, *1962
Independent Management
Consultant, La Rippe, Switzerland
Nationality: German, Swiss
Board member
since 16 May 2018
Michael Rüdiger, *1964
Independent Management
Consultant, Utting am Ammersee
Nationality: German
Board member
since 19 May 2020
Carsten Schäfer, ¹) *1967
Expert, staff member in
Non-Financial Risk
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 28 August 2018
Charles G.T. Stonehill, *1958
Green & Blue Advisors LLC,
Founding Partner, New York
since 8 May 2020
Detailed information about the members of the Executive Board and their appointments to supervisory
bodies of other companies or comparable control bodies, as well as their CVs can be found on the
internet under:
Nationality: German
As at 31 December 2020
Chief Executive Officer
4
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards | The Executive Board
Management report
Financial statements
Notes
іш
Further information
<3
Theodor Weimer, *1959
Dr. rer. pol.
Wiesbaden
Financial statements
Chief Executive Officer,
Deutsche Börse AG
Christoph Böhm, *1966
The Executive Board
Theodor Weimer
throder weine
Yours sincerely,
This is also demonstrated by the completion of our growth strategy, Roadmap 2020. It was a complete
success in all three components of growth: growth in existing business; growth by acquisition; and
expanding new technologies. We promised a great deal. And we have kept all our promises.
In our existing business, we achieved a secular growth of 5 per cent as planned. We also increased
net profit for the period by an average of 12 per cent - in the middle of the announced range of 10 to
15 per cent.
We strengthened our business model by means of acquisitions. Just to mention the most important
ones: the analytics provider Axioma, which we merged with STOXX to form Qontigo; UBS Fondcenter;
and Institutional Shareholder Services (ISS), a leading US-based provider of governance solutions,
sustainability data and analytics, which is our biggest step to date.
In technological terms, we have also made progress: we gained Google and SAP as new cloud partners
in addition to Microsoft. And we advanced the cutting-edge blockchain technology, partly by means of
our investment in HQLAX.
Our employees all over the world made a decisive contribution to this success. They put in an excepti-
onal performance in the Covid-dominated year 2020, with 98 per cent of our workforce working from
home at times. And despite all the difficulties, they remained as dedicated and motivated as ever.
Some 900 new colleagues have joined us over this period, and together we are looking to the future
with confidence.
3
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards | Letter from the CEO
Management report
Financial statements
Notes
Further information
<3
Where do we go from here? We are continuing the Roadmap: with Compass 2023. Our target of 5 per
cent structural growth is still the same. We no longer expect to have any cyclical support for that, and
so we are reinforcing our focus on acquisitions. For the first time, we are also defining a target here: an
average of 5 per cent annual inorganic growth until 2023. That is ambitious but realistic. I am looking
forward to more years of rapid growth ahead!
Growth nowadays always means sustainable growth, too. The transition towards a sustainable economy
is one of the most important tasks of our age. And we too consider it to be our responsibility. ESG is
part of our corporate culture and our Group strategy. Not only are we continuously expanding our own
sustainability reporting. We are also a member of the United Nations Global Compact and promote
the implementation of its principles in the areas of human rights, labour, the environment and anti-
corruption. Our indices and ratings help companies to become more sustainable and at the same time
support investors seeking to invest in these companies. This was also one reason for our takeover
of ISS, which plays a leading global role in sustainability ratings. Our own ESG product portfolio for
trading completes the picture and continues to grow.
We at Deutsche Börse have proved to be a pillar of stability in the Covid-dominated year 2020, a time
of great uncertainty and ensuing volatility. In the heat of the moment, there were some calls for radical
political intervention in market mechanisms, but we refuted them calmly and knowledgeably, and so
kept markets stable. That is our duty as a provider of market infrastructure. It also shows that policy-
makers acknowledge the importance of capital markets and our role in them. That is something we
appreciate, not least because we rely on political support to hold our ground in competition with the
USA and Asia.
Dear shareholders, last year was a real test of character for all of us. I therefore thank you all the more
for the trust that you have placed in us. In this context, I am particularly pleased that, for 2020, we
can again propose an increase in the dividend to €3.00 per share from €2.90 the previous year.
This distribution leaves us enough scope to prepare the ground in 2021 for further growth by means
of investment, mergers and acquisitions – from which you will benefit, too. Please do come with us
on our journey - I am counting on you. Thank you!
Dr.-Ing.
Hamburg
Nationality: German
Member of the Executive Board
Business Administration
(Diplom-Kaufmann)
Bad Homburg v.d. Höhe
Nationality: German
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
Former members of the
Executive Board
Hauke Stars, *1967
(until 30.06.2020)
Engineering degree in applied
computer science
(Diplom-Ingenieurin Informatik),
MSc by research in Engineering
Königstein im Taunus
Nationality: German
Member of the Executive Board,
Deutsche Börse AG,
responsible for Cash Market,
Pre-IPO & Growth Financing and
Human Resources/Director of
Labour Relations
Gregor Pottmeyer, *1962
Graduate degree in
(unless otherwise stated)
responsible for Pre- & Post-Trading
Member of the Executive Board,
and Chief Information Officer/
Chief Operating Officer,
Deutsche Börse AG
Thomas Book, *1971
Dr. rer. pol.
Kronberg im Taunus
Nationality: German
Member of the Executive Board,
Deutsche Börse AG,
responsible for Trading & Clearing
Heike Eckert, *1968
Graduate degree in Economics
(Diplom-Volkswirtin)
Oberursel
Nationality: German
Member of the Executive Board,
Deutsche Börse AG,
responsible for HR (Director of
Labour Relations) & Compliance
Stephan Leithner, *1966
Dr. oec. HSG
Bad Soden am Taunus
Nationality: Austrian
Deutsche Börse AG,
Notes
Attendance
Former members of the
Joachim Nagel (until 30 Jun 2020)
13
6/7
6/6
92
Michael Rüdiger (since 19 May 2020)
15
100
6/6
100
Carsten Schäfer
16
11/11
5/5
100
Charles Stonehill
9/9
11/11
11/11
22
100
Susann Just-Marx
17
11/11
6/6
100
Achim Karle
16
11/11
5/5
100
Cornelis Kruijssen
20
11/11
9/9
100
Barbara Lambert
15
5/5
11/11
100
9
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
Additional information
We have revised the remuneration system for the Executive Board of Deutsche Börse AG. The structure
and key variables of performance measurement were realigned with Deutsche Börse Group's clear focus
on profitable growth and the even greater importance of acquisitions and partnerships to achieve the
growth targets set by Compass 2023. We have designed a large part of variable Executive Board
remuneration to be long-term and dependent on achieving several sustainability targets relating to the
environment, social matters and governance, known as ESG criteria. The revised remuneration system
adopted by the Supervisory Board was developed in close cooperation with internal and external
stakeholders and will be presented to the Annual General Meeting for approval on 19 May 2021. Please
refer to the “Remuneration report" section for details.
<3
Another key area of the Supervisory Board's work in the reporting year was the decisions taken on the
future composition of the Executive Board and the changes to the members of the Executive Board and
Supervisory Board.
At the beginning of the reporting year the Supervisory Board extended Theodor Weimer's term of office
as Chair of Deutsche Börse AG's Executive Board until 31 December 2024. The Supervisory Board
appointed Heike Eckert as of 1 July 2020 as an ordinary member of Deutsche Börse AG's Executive
Board, where she is responsible for the newly formed division Human Ressources and Compliance. The
appointment of the two Executive Board members Thomas Book (Trading and Clearing) and Stephan
Leithner (Pre- and Post-trading) was extended by the Supervisory Board until 30 June 2026. At the end
of the reporting year the Supervisory Board also extended the appointment of Christoph Böhm
(CIO/COO) until 31 October 2026. By extending the appointments of the Executive Board Chair and
three Executive Board members in the reporting year, we have ensured the continuity of the board's
composition. At the same time we were able to bring Heike Eckert, a long-standing manager at Deutsche
Börse Group, on to the Executive Board. Please refer to the “Personnel matters" section for details.
After the Annual General Meeting of Deutsche Börse AG on 19 May 2020, which had to take place for
the first time online due to the COVID-19 restrictions, Martin Jetter was elected Chair of the Supervisory
Board as planned. Michael Rüdiger was elected to Deutsche Börse AG's Supervisory Board by the
Annual General Meeting and Andreas Gottschling was appointed by court order. Please refer to the
"Personnel matters" section for details.
In the year under review, the Supervisory Board again had regular and intensive discussions concerning
ongoing proceedings by the Public Prosecutor's Office in Cologne regarding the conception and
settlement implementation of securities transactions by market participants over the dividend date
(cum/ex transactions). In the opinion of the Public Prosecutor's Office, these market participants used
such transactions to make unjustified tax refund claims. These investigation proceedings also target
current and former employees of Deutsche Börse Group companies as well as executive board members
of subsidiaries of Deutsche Börse AG.
Another important subject for the Supervisory Board was the litigation and legal proceedings involving
Clearstream Banking S.A. in the USA and Luxembourg in connection with Iranian clients and assets.
In 2020 we also dealt with Deutsche Börse Group's preparations for the United Kingdom to leave the
European Union (“Brexit”) and the related opportunities and risks. The efficiency, suitability and
effectiveness of the internal control system and the handling of findings by internal control functions and
external auditors and regulatory authorities were another important area of our work.
10
In the reporting year we also looked closely at various external acquisitions and equity investments to
expand and strengthen our business. One focus was on the majority acquisition of Institutional
Shareholder Services Inc. (ISS), the main aim of which is to seize the global growth opportunities offered
by the trend towards sustainable investments. Furthermore, with the acquisition of Quantitative Brokers
we brought on board an innovative global fintech firm, and we completed the takeover of the fund
distribution business of UBS AG to expand the Investment Fund Services segment.
In the reporting year we dealt intensively with the ongoing strategic direction of Deutsche Börse Group.
The Supervisory Board was involved at an early stage in developing the Group strategy Compass 2023.
It advised the Executive Board on all aspects of the strategy. In the reporting year this also included an
update to the strategy to reflect the impact of the COVID-19 pandemic. For details on the growth
strategy, please refer to the “Deutsche Börse Group's objectives and strategies" section in the combined
management report.
Topics addressed during plenary meetings of the Supervisory Board
1) Attending workshops is optional for Supervisory Board members. Workshop attendance is therefore not taken into account in the determination of the average
attendance rate.
Clara-Christina Streit
12
11/11
1/1
100
Gerd Tausendfreund
19
11/11
7/8
95
Amy Yip
26
11/11
13/15
92
Average attendance rate¹)
99
4/4
4/4
9
Andreas Gottschling (since 01 Jul 2020)
Financial statements
Notes
Additional information
Report of the Supervisory Board
<3
During the year under review, which was dominated by the global spread of COVID-19, Deutsche Börse
AG's Supervisory Board discussed the company's position and prospects in depth, performing the tasks
assigned to it by law and the company's Articles of Association and bylaws. We regularly advised the
Executive Board on its management of the company, monitored its work and were involved in all
fundamental decisions.
In financial year 2020 we advised on the development of the Group strategy Compass 2023, which will
continue the Roadmap 2020 strategy from 2021. On this basis we also revised the remuneration system
for the members of the Executive Board of Deutsche Börse AG. The Supervisory Board was also regularly
involved in an advisory capacity in the majority acquisition of Institutional Shareholder Services Inc.
(ISS) by Deutsche Börse AG and Deutsche Börse Group's other activities to buy and sell companies or
parts thereof. The Executive Board informed us on an ongoing basis about the impact of the COVID-19
pandemic on Deutsche Börse Group.
Management report
At our meetings, the Executive Board provided us with comprehensive and timely information in
accordance with the legal requirements. The high frequency of plenary and committee meetings and
workshops ensured an active exchange of information between the Supervisory Board and the Executive
Board. In addition, the CEO kept the Supervisory Board Chair continuously and regularly informed of the
current developments affecting the company's business, significant transactions, upcoming decisions
and the long-term outlook and discussed these issues with him.
measures.
The average attendance rate for all Supervisory Board members at the plenary and committee meetings
was 99 per cent during the year under review.
The Supervisory Board members' detailed attendance record is as follows:
8
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
We held a total of eleven plenary meetings during 2020, including six extraordinary meetings. Four
Supervisory Board workshops took place on the subjects of technology (March and June), strategy
(April) and legal and compliance (September). All meetings and workshops were carried out as planned
despite the travel and social restrictions due to the COVID-19 pandemic, thanks to strict hygiene
Executive Board and Supervisory Board | Report of the Supervisory Board
Deutsche Börse Group | Annual report 2020
7
Supervisory Board
Dr. Joachim Faber, *1950
Independent Management
Consultant, Grünwald
Nationality: German
Board member
until 19 May 2020
Joachim Nagel, *1966
Deputy Head of Banking
Department
Bank for International
Settlement ("BIS")
Nationality: German
Board member
until 30 June 2020
As at 31 December 2020
(unless otherwise stated)
<3
Detailed information about the members of the Supervisory Board, their additional appointments to
supervisory bodies of other companies or comparable control bodies, as well as their CVs can be found
on the internet under
www.deutsche-boerse.com/supervboard
Financial statements
Notes
Additional information
Attendance of Supervisory Board members at meetings in 2020
14/14
100
Nadine Absenger
17
11/11
6/6
100
Markus Beck
25
11/11
14/14
100
Karl-Heinz Flöther
18
11/11
7/7
100
11/11
Further information
25
100
Martin Jetter
(Chair since 19 May 2020)
Joachim Faber
Meetings
(Plenary and
committees)
at plenary
meetings
23
11/11
<3
Attendance
at committee
meetings
%
12/12
100
Deutsche Börse increased its net revenue by 9 per cent in 2020 compared with the previous year.
Structural growth came to 5 per cent as planned. Exactly as forecast, this resulted in a higher adjusted
net profit of €1.2 billion for the period. Our business model has thus proven its resilience once more.
11
5/5
6/6
Jutta Stuhlfauth (Deputy Chair)
2020 was an extraordinary year. It was defined by the coronavirus pandemic, which put a great strain
on economies and companies around the world. In this difficult environment we at Deutsche Börse
Group fulfilled all our growth targets.
(Member and Chair until 19 May 2020)
Ladies and Gentlemen,
171 Consolidated financial
152 Corporate governance statement
118 Remuneration report
(disclosures based on the HGB)
112 Deutsche Börse AG
109 Report on expected developments
105 Report on opportunities
74 Risk report
53 Combined non-financial statement
52 Report on post-balance sheet date events
21 Fundamental information about the Group
32 Report on economic position
management report
20 Combined
8 Report of the Supervisory Board
6 The Supervisory Board
5 The Executive Board
3 Letter from the CEO
3 Executive and
Supervisory Board
Annual report 2020
2020
Annual report
Deutsche Börse Group
<3
statements/notes
172 Consolidated income statement
173 Consolidated statement of
Contents
174 Consolidated balance sheet
comprehensive income
Dear Shareholders,
Frankfurt/Main, 12 March 2021
Further information
Financial statements
Management report
Executive and Supervisory Boards | Letter from the CEO
Deutsche Börse Group | Annual report 2020
Financial calendar
289
287 Acknowledgements/contact/
registered trademarks
288 About this report
Notes
Responsibility statement by the
Executive Board
278 Independent Auditor's Report
178 Consolidated statement of changes
in equity
188 Notes on the consolidated income statement
179 Basis of preparation
financial position
252
Other disclosures
277
204 Notes on the consolidated statement of
176 Consolidated cash flow statement
Financial statements
Management report | Risk report
Eurex Clearing AG only permits securities with a high credit quality and liquidity to be used as collateral
to cover margin requirements. Internal evaluations and external ratings are used to determine the credit
quality. On the basis of these consolidated ratings, only collateral that is classified at least as investment
grade is permitted. The limits for bank bonds are raised to at least “A-” due to the potential wrong-way
risks. The admission criteria are reviewed continually and market risk is covered by haircuts with a
confidence level of at least 99.9 per cent. Hence, securities of issuers with lesser credit quality are
subject to higher haircuts than those applied to securities with higher credit quality. Eligible collateral
that no longer meets the high credit rating requirements at a later point in time (e.g. due to a new
consolidated rating) is excluded. Risk inputs are checked monthly and the haircuts are recalculated daily
for each security. In addition, a minimum haircut applies to all securities.
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
93
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a
clearing member against any risk that the value of the positions in the member's account will deteriorate
in the period before the contained positions are closed and the account is settled. This additional
collateral is known as the initial margin. The target confidence level here is at least 99.0 per cent (with a
minimum two-day holding period) for exchange-traded transactions, or 99.5 per cent (with a minimum
five-day holding period) for OTC transactions. Eurex Clearing AG checks daily whether the margins
match the requested confidence level: the initial margin is currently calculated using both the standard
risk-based margining method and the Eurex Clearing Prisma method.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting 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, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial
instruments. The purpose of these margins is to offset accumulated gains and losses.
<3
Safety for participants and the clearing house
Given the size and volatility of its clients' liabilities, Eurex Clearing AG has developed a leading-edge
margining system, which is described in detail in the following section.
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active in
the currency where losses were incurred. The maximum amount which each clearing member will have
to contribute in this manner is the total amount such clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
Further information
Notes
Financial statements
Notes
Management report | Risk report
Each clearing member must prove that it has liable capital (or, in the case of investment funds, assets
under management) equal to at least the amounts that Eurex Clearing AG has defined for the different
markets. The amount of liable capital (or assets under management) for which evidence must be
provided depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default
before settling open transactions, 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.
Further information
Notes
The Eurex Clearing Prisma method is available for all traded derivatives contracts and takes the clearing
member's entire portfolio – as well as historical and stress scenarios - into account when calculating
margin requirements. The objective is to cover market fluctuations for the entire liquidation period until
the account is settled. At present, the risk-based margining method is still used for cash market products
and physical deliveries, as well as for securities lending and repo transactions.
Executive and Supervisory Boards
Market risk
In the past, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard &
Metall Bank (2002), Lehman Brothers (2008), MF Global (2011) and Maple Bank (2016). In all of the
cases mentioned before, the funds pledged as collateral by the defaulted clearing member were sufficient
to cover losses incurred upon closing out positions - in fact, a significant portion of resources was
returned to the defaulted clearing member.
In the event of default by a clearing member, Eurex Clearing AG carries out a Default Management
Process (DMP), with the objective of closing out all positions assumed as a result of the default. Within
the scope of the DMP, any costs incurred in connection with such close-out are covered using collateral
from Eurex Clearing AG's lines of defence. Essentially, within the DMP framework, products which share
similar risk characteristics are assigned to liquidation groups that are liquidated using the same process.
Within a liquidation group, Eurex Clearing AG will balance its position by transferring defaulted positions
to other clearing members, either via an auction or by way of bilateral independent sales. Potential
claims against Eurex Clearing AG, arising from the settlement of positions assumed from the defaulted
clearing members, are covered by the collateral from the multiple lines of defence. Whenever necessary,
these collateral items are disposed of in the market by way of bilateral independent sales, in order to
cover the outstanding claims from settling the open positions. The DMP will therefore not only contribute
to the security and integrity of capital markets, but will also protect non-defaulted clearing members from
any negative effects resulting from the default.
■ Deutsche Börse AG has issued a letter of comfort in favour of Eurex Clearing AG. With this letter of
comfort, Deutsche Börse AG commits to provide Eurex Clearing AG with the funds required to meet its
obligations including the obligation to provide additional funds of up to €300.0 million, as mentioned
before. The maximum amount to be provided under the comfort letter amounts to € 600.0 million,
including payments already made. Third parties are not entitled to any rights under the comfort letter.
<3
-
Further information
<3
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
94
■ Finally, the remaining equity of Eurex Clearing AG would be drawn upon.
■ Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory capital
requirements would be realised.
■ After this, the relevant clearing member's contribution to the default fund would be used to cover the
open amount. Contributions ranged from €1 million to €487.3million as of 31 December 2020.
Any remaining shortfall would initially be covered by a contribution to the default fund by Eurex
Clearing AG. Eurex Clearing AG's contribution amounted to €200.0 million as of 31 December 2020.
■ Only then would the other clearing members' contributions to the default fund be used proportionately.
As at 31 December 2020, aggregate default fund contribution requirements for all clearing members of
Eurex Clearing AG amounted to €4,536 million. After the contributions have been used in full, Eurex
Clearing AG can request additional contributions from each clearing member, which can be at most
twice as high as their original default fund contributions. In parallel to these additional contributions,
Eurex Clearing AG provides additional funds of up to €300.0 million, provided via a letter of comfort
from Deutsche Börse AG (see below). These additional funds will be used together with the additional
clearing member contributions, on a pro-rata basis.
■ First, Eurex Clearing AG may net the relevant clearing member's outstanding positions and transactions
and/or close them in terms of the risk involved – by entering into appropriate back-to-back
transactions, or settle them in cash. Clients' segregation models are taken into account accordingly.
■ Any potential shortfall that might be incurred in connection with such a closing or cash settlement, as
well as the associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2020, collateral amounting to €66,598 million had
been provided for the benefit of Eurex Clearing AG (after haircuts).
In addition to the margins for current transactions, each clearing member contributes to a default fund,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial
consequences of a default by a clearing member to the extent that this cannot be covered by the
member's individual margin, and its own and Eurex Clearing AG's contributions to the default fund.
Eurex Clearing AG uses daily stress tests to check whether its default fund is adequate enough to absorb
a default of its two largest clearing members. 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 individual margins, the impact on the
default fund of a potential default is simulated. Eurex Clearing AG has defined limits which, when
exceeded, trigger an immediate adjustment to the size of the default 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 a delay in performance or a default:
Management report | Risk report
Deutsche Börse Group | Annual report 2020
Market risk
92
•For securities
Market risk include risks of an adverse development of interest rates, exchange rates or other market
prices. Deutsche Börse Group measures these risks using Monte Carlo simulations based on historical
price data, as well as corresponding stress tests.
Outstanding liabilities
Participation in default fund
In securities lending
For collateralised and uncollateralised
cash investments
For collateralised and uncollateralised
customer credits
Credit risk
For pension provisions
Financial risk
Deutsche Börse Group divides its financial risk into credit, market and liquidity risk (see the “Financial
risk at Deutsche Börse Group" chart below). At Group level, these risks account for about 24 per cent of
the REC (this information only includes credit and market risk; liquidity risk is not quantified as part of
the REC; see note 23 to the consolidated financial statements). They apply primarily to the Group's
credit institutions. As a result, the following comments focus on Clearstream and Eurex Clearing AG.
Financial risk
<3
Further information
Notes
Financial statements
Management report | Risk report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Financial risk at Deutsche Börse Group
92
Liquidity risk
• Customer default
Credit risk
Deutsche Börse Group reduces its risk when investing funds belonging to Group companies and client
funds by distributing investments across multiple counterparties, all with a high credit quality, by
defining investment limits for each counterparty and by investing funds primarily in the short term and in
collateralised form if possible. Investment limits are established for each counterparty on the basis of at
least annual credit checks and using ad hoc analyses, as necessary. Since extending its licence as an
investment and credit institution under Kreditwesengesetz (German Banking Act), Eurex Clearing AG can
also use the permanent facilities at Deutsche Bundesbank and the Swiss National Bank; it is thus in a
position to manage the majority of client funds in a central bank environment.
Clearstream and Eurex Clearing AG assess the creditworthiness of potential customers or counterparties
to an investment before entering into a business relationship with them. The companies do this in the
same way: they determine the size of individual customers' credit lines based on requirements and
regular creditworthiness checks, which they supplement with ad hoc analyses if necessary. They define
safety margins for the collateral depending on the risk involved and review them continuously.
Reducing credit risk
Deutsche Börse Group generally tracks a variety of risk indicators in addition to its risk measures (REC,
regulatory capital requirements and the stress tests performed for credit risk). These include the extent to
which individual clients utilise their credit lines and where credit is concentrated.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios, such as the default of their
largest client. The figures determined in this way are compared with the limits defined as part of the
companies' risk-bearing capacity. In addition, the impact of several clearing members defaulting at the
same time is calculated for Eurex Clearing AG. Moreover, inverse stress tests are run to determine the
number of counterparties that would have to default for losses to exceed the risk cover amount.
Extended stress scenarios were drawn up in 2020, especially in view of the coronavirus pandemic and
the potential future defaults at banks. The results are analysed continuously and included in the
calculation of risk-bearing capacity.
To date, no default by a client with a secured credit line has resulted in financial losses. Deutsche Börse
Group therefore considers the risk of client default resulting in material losses for the Group to be low.
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 belonging to Group
companies as well as cash provided by Clearstream and Eurex Clearing AG customers. The Group has
not incurred any losses from such investment activity to date.
Under its terms and conditions, Eurex Clearing AG only enters into transactions with its clearing
members. Clearing mainly relates to defined securities, subscription rights and derivatives that are traded
on specific stock exchanges. Eurex Clearing AG also offers this service for over-the-counter (OTC)
products such as interest rate swaps and forward rate agreements. As a central counterparty, it
intervenes between the parties to a transaction. By offsetting reciprocal claims and requiring clearing
members to post collateral, Eurex Clearing AG mitigates the credit risk exposure.
<3
Payment obligations
Repayment of customer deposits
Further information
Management report | Risk report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
91
=
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending transactions (ASLplus). Only selected banks act as borrowers. All borrowing transactions are fully
collateralised and only selected bonds with a high credit rating are permitted for use as collateral.
Clearstream grants loans to its clients in order to make the securities settlement more efficient. This type
of credit business is, however, fundamentally different from the classic lending business. On the one
hand, credit is extended solely for less than a day, and it is generally collateralised and granted to clients
with a high credit rating on the other. Furthermore, the credit lines granted can be revoked at any time.
Credit risk or counterparty credit risk describes the danger that a counterparty might not meet its
contractual obligations, or not meet them in full. Measurement criteria include the credit rating of the
counterparty, the degree to which a credit line has been utilised, the collateral deposited and
concentration risk. Although Clearstream and Eurex Clearing AG often have short-term exposures against
counterparties totalling several billion euros overall, these are generally secured by collateral deposited
by the market participants. However, Clearstream may have short-term unsecured exposures with
correspondence banks in the course of settling securities transactions. Moreover, the Group regularly
evaluates the reliability of its recovery plans at Clearstream and Eurex Clearing AG in various scenarios
(including client defaults), and the resulting credit risk.
Notes
Clearstream and Eurex Clearing AG invest parts of their equity in securities with the highest credit
quality. The majority of these securities have a variable interest rate, interest rate risk is low. The Group
avoids open currency positions whenever possible. Furthermore, market risk could result from Deutsche
Börse Group's ring-fenced pension plan assets (Contractual Trust Arrangement (CTA), Clearstream's
pension fund in Luxembourg). The Group reduced its risk of extreme losses by deciding to invest the
bulk of the CTA on the basis of a value preservation mechanism.
In case of balance-sheet currency
mismatches
Liquidity risk arises if a Deutsche Börse Group company is unable to meet its daily payment obligations
or if it can only do so at a higher refinancing cost. Operational liquidity requirements are met primarily
internally by retaining funds generated with a view towards maintaining sufficient liquidity in order to be
able to meet all of the Group's payment obligations when due.
None of the Deutsche Börse Group entities are trading book institutions. Market risk exposures consist
only of relatively small open foreign currency positions. The companies concerned uniformly apply the
standardised approach for credit risk. As a result of the specific business of the central securities
depositories and central counterparties belonging to Deutsche Börse Group, their recognised assets are
subject to wide fluctuations. This leads to correspondingly volatile total capital ratios especially at 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 secured or zero-weighted cash investments, the own
funds requirements for credit exposures of Eurex Clearing AG and European Commodity Clearing AG are
relatively stable despite volatile total assets in the course of the year.
REGIS-TR S.A., as a trade repository according to EMIR, is subject to supervision exercised by the
European Securities and Markets Authority (ESMA).
Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US
Commodity Futures Trading Commission (CFTC).
The applications filed for Clearstream Banking AG (pursuant to Article 54 CSDR) and Clearstream
Banking S.A. are currently being reviewed by the respective supervisory authorities. In addition to the
above mentioned capital requirements, Clearstream Banking AG and Clearstream Banking S.A. will also
be subject to a capital surcharge for the provision of intra-day credit risk pursuant to Article 54 (3) d)
CSDR.
Since Clearstream Banking AG was authorised as a central securities depository on 21 January 2020, it
has been subject to the capital requirements defined in Article 47 CSDR. These requirements apply to
Clearstream Banking AG at the same time as the prudential supervision requirements; the higher
requirement applies.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties in 2014, these companies have been subject to the capital requirements defined in
Article 16 EMIR. These requirements apply to Eurex Clearing AG as an authorised central counterparty
in parallel to the prudential supervision requirements; the higher requirement applies. Irrespective of its
status as an other credit institution according to German law, European Commodity Clearing AG is only
subject to EMIR capital requirements.
As in the past, Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their
capacity as credit institutions, are subject to solvency supervision by the German or Luxembourg
banking supervisory authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and
Commission de Surveillance du Secteur Financier, CSSF, respectively). The same applies to the
Clearstream Holding at a regulatory group level. Eurex Repo GmbH and 360 Treasury Systems AG are
also subject to specific provisions applicable to certain investment firms under BaFin prudential
supervision.
Regulatory capital requirements and regulatory capital ratios
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, whilst the Clearstream companies apply the advanced measurement approach.
<3
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
98
BaFin is assessing on a regular basis whether Deutsche Börse AG could potentially be classified as a
financial holding company. Currently, Deutsche Börse AG is not classified as a financial holding
company. On the basis of the business portfolio and the criteria which are, to the knowledge of Deutsche
Börse AG, applied by BaFin when classifying a company as a financial holding company, the Executive
Board of Deutsche Börse AG is not of the opinion that Deutsche Börse AG qualifies as a financial holding
company. Such qualification could, inter alia, have an impact on the capital base of Deutsche Börse AG.
In the field of ongoing environmental, social and governance (ESG) regulation there are also a number of
risks for the Group's market data and index business. A strict and prescriptive regulatory approach to
environmental standards in the finance sector could also cause disruption in the Group's traditional
business areas and so raise questions in terms of market quality, market depth, pricing and risk
management. These business risks could be supported by further regulatory initiatives in the field of
sustainable corporate governance and so represent revenue risks.
Further information
Similar risks could also arise from the implementation in Germany of the EU Directive on the Security of
Network and Information Systems (NIS Directive). The provisions of the current draft of the Second Act
to Increase the Security of Information Systems (IT-SIG 2.0) must be considered to be significant for the
companies concerned. Alongside new standards and specifications, new responsibilities, technical
access rights and powers are defined for the German Federal Office for IT Security (BSI), and the
German Federal Ministry of the Interior, Building and Community (BMI) is given the right to issue orders.
The current situation is that the Group would be classified in the legislation as an entity of "particular
public interest", which could potentially result in new liability risks, duties and additional costs.
99
Executive and Supervisory Boards
Liquidity risk
100
Eurex Clearing AG's own funds requirements increased compared with the previous year. Given the
increase in revenues in the past years, own funds requirements for operational risk rose according to the
model, whilst own funds requirements for credit and market remained stable.
■ The implementation of the so-called CRR II package and other amendments under Basel III
■ The establishment of own funds requirements resulting from the introduction of minimum
requirements for equity and eligible liabilities (MREL) as a result of Directive 2014/59/EU
■ The future applicability of own funds requirements based on CSDR (already applicable to CBF)
In the medium to long term, the Clearstream Group expects increasing own funds requirements at a
regulatory group level for the following reasons:
The own funds requirements of Clearstream Group increased slightly in the reporting period. The capital
requirements for Clearstream Banking AG increased, whilst for Clearstream Banking S.A. they decreased.
Changes occurred regarding own funds requirements for operational risks as well as credit and market
risks, both at the single-entity and Group levels.
Deutsche Börse Group | Annual report 2020
The individual companies' capital resources sufficiently reflect the fluctuation in risk-weighted assets. In
addition, buffers are taken into account for the calculation of the recovery indicators specified in the
recovery plans. The objective of these indicators is to prevent triggering recovery events. The capital
requirements determined in this way will be used for the mid-term capital planning.
A minimum total capital ratio of 8 per cent generally applies to institutions subject to the CRR. In
addition, CRD IV introduced various capital buffers, which the supervised (credit) institutions generally
have to meet on top of the minimum total capital ratio of 8 per cent, although they may temporarily fall
below these levels. The current capital conservation buffer is 2.5 per cent.
None of the Group companies subject to prudential supervision has either Additional Tier 1 or Tier 2
capital.
Due to the specific arrangements for the investment firms Eurex Repo GmbH, 360 Treasury Systems AG
and Eurex Securities Transactions Services GmbH, no explicit own funds requirements for operational
risk are determined in accordance with Article 95 CRR. Instead, the total own funds requirement is
determined either as the own funds requirement amount for credit and market risk or as 25 per cent of
fixed overhead costs, depending on which is higher. Since credit and market risks are low, the relevant
criterion for these companies is the own funds requirement on the basis of overhead costs.
<3
Further information
Notes
Financial statements
Management report | Risk report
As at 31 December 2020, the bank-specific countercyclical buffer requirement amounted to 0.04 per
cent of risk-weighted assets for Clearstream Banking S.A, to 0.045 per cent for Clearstream Banking AG
and to 0.09 per cent for Clearstream Holding Group whereas Eurex Clearing AG has to hold 0.25 per
cent. As at 31 December 2020, the systemic risk buffer was not required by the authorities in
Luxembourg or Germany. None of the Group companies has been defined as of global systemically
important institution. Clearstream Banking S.A. has been defined by CSSF No 20-07 as an "other
systemically important institution" (O-SII) since 1 January 2018 and requires an additional buffer of 0.5
per cent.
Other business risks exist in the medium term from legislative initiatives from the European Commission
on the Digital Finance Package. To encourage the use of distributed ledger technology (DLT) in financial
markets the European Commission is proposing limited and experimental DLT pilot regimes to introduce
DLT multilateral trading facilities (MTF) as novel DLT market infrastructures. They would be admitted for
trading securities that are transferred via DLT, which are not recorded with a central depository but rather
in a distributed ledger of the same DLT MTF. This potentially poses risks to existing business models in
the Group, to the extent that the proposed exceptions are established within the existing regulatory
framework. Another proposal by the European Commission, the Digital Operational Resilience Act
(DORA), provides for the EU-wide harmonisation of the requirements for the digital operational resilience
of all financial market participants in terms of information and communications technologies (ICT). The
proposal also includes a new prudential regime for third-party ICT providers and critical ICT services,
including cloud services. DORA creates a risk of higher costs and increasing complexity and inflexibility
for the operation of the Group's IT infrastructure. Furthermore, the proposal could have an adverse
impact on the Group's multi-cloud strategy by making it more difficult to use cloud services in the
financial industry.
99
Further information
96
Business risk includes the risk that competitors, such as the exchanges Euronext, Singapore Exchange
(SGX), ICE Futures Europe and Mercado Español de Futuros Financieros (MEFF), as operators of
derivatives markets, might increase their market shares on the European trading markets (both on- and
off-exchange).
Business risk reflects the fact that the Group depends on macroeconomic and geopolitical developments
and is influenced by other external events, such as changes in the competitive environment or regulatory
initiatives. It therefore expresses the risks associated with the Group's business environment and sector.
It also includes business strategy risk, i.e. the impact of risks on the business strategy and possible
adjustments to it. These business risks are represented as variance analyses of planned and actual
EBITDA, and are monitored constantly by the divisions. They account for about 11 per cent of the
Group's REC. Business risk may result in revenues lagging budget projections or in costs being higher.
Business risk
_
Deutsche Börse Group can also be exposed to liquidity risk in case of a customer default. If a clearing
member of Eurex Clearing AG defaults, its member position is liquidated. If a Clearstream customer
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. A decline in market
liquidity, following a market disruption, would increase Deutsche Börse Group's liquidity risk exposure.
By means of stress tests, Clearstream and Eurex Clearing AG calculate for each day of the month - and
report on a monthly basis the liquidity needs that would result if the two largest counterparties were to
default, and maintain sufficient liquidity in order to cover this liquidity requirement. Potential risks that
are identified in the course of stress tests are analysed and corresponding risk-reduction measures
initiated. During the 2020 reporting year, Eurex Clearing AG and Clearstream continuously held
sufficient liquidity to fulfil both regulatory requirements as well as the liquidity needs determined through
stress tests.
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facilities.
Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, maturity
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 Luxembourg.
An intra-Group cash pool is used to pool surplus cash from subsidiaries on a Deutsche Börse AG level,
as far as regulatory and legal provisions allow. Liquid funds are invested 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 recent years,
Deutsche Börse Group has leveraged its access to the capital markets to issue corporate bonds in order
to meet its structural financing needs.
<3
Further information
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
95
The ongoing review of the European Market Infrastructure 2.1 (EMIR 2.1) could also distort competition
due to changes affecting risk-mitigation services in post-trading and so cause a loss of revenue.
95
96
Deutsche Börse Group | Annual report 2020
-
Management report | Risk report
Notes
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
97
46
In connection with the review of the Central Securities Depository Regulation (CDSR) there are also risks
for the business of Eurex Securities Transaction Services if the conditions for mandatory buy-in
transactions, which are linked to the rules on settlement discipline, are changed. In addition, there are a
number of risks for the securities depositories in the Group, which may also entail changes to their
organisational structure. A review of the framework could also lead to restrictive practices and so
represent a risk to revenue. Finally, the Group's securities depositories could also be exposed to revenue
risk as a result of the work carried out by the contact group for the primary market at the European
Central Bank.
Other regulatory risks exist in connection with the forthcoming review of the directive and regulation on
markets in financial instruments (MiFID II/MiFIR). In terms of trading, the main risks for volumes at the
Eurex Exchange and the Group's spot market would be if any competitive disadvantages caused trading
activities to move to alternative venues. Furthermore, rules on non-discriminatory access to clearing and
trading in financial instruments could have an adverse impact on trading volumes and revenue. Finally,
it should be noted that ideas and initiatives concerning a consolidated data storage system, particularly
in combination with stricter regulation of pricing for market data, could result in business risks for the
Group's market data business.
In terms of political tax discussions, the financial transaction tax (FTT) to which some European states
still aspire represents a variable which could have an adverse effect on the Group's business. Steps to
introduce a digital tax or a Union-wide taxation of financial services could also have a negative impact
on the Group, depending on how the scope of application is defined.
In its clearing business there are some risks for the Group concerning the final structure of the
framework for the recovery and resolution of central counterparties, as well as from the ongoing
development of global standards. The former relate particularly to the liability and capital requirements of
operators of central counterparties in relation to market participants and so could represent a revenue
and cost risk for the Group. In addition, further implementation of the European Market Infrastructure
Regulation 2.2 (EMIR 2.2) on the work of the Supervisory Committee for Central Counterparties could
affect the ongoing development of the Eurex Clearing Partnership Programme in the field of interest rate
derivatives.
Additional business risk may arise from regulatory requirements, or from the geopolitical or economic
environment - for example, in the event of an inner-European crisis affecting the monetary union, the
impact of negative interest rates or a tariff conflict, having adverse effects on trading activity.
<3
Further information
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
In recent years Deutsche Börse Group has taken steps to reduce the direct risks associated with “Brexit”
the departure of the United Kingdom (UK) from the European Union (EU). They focus on customer
access to the Group's systems, on market access to the UK for the Group's business units and on
establishing an alternative pool of liquidity within the EU 27 for clearing interest rate swaps
denominated in euros. Despite this, it will be necessary to keep a close eye on how the relationship
evolves in the future. These relations are expected to have an impact on issues of general market access
and on the development of the regulatory frameworks in the respective markets. In the medium to long
term, the latter could diverge and so jeopardise market access or result in higher operating costs. It could
also result in different competition rules, which may lead to uncertainty, additional costs and lost
revenue for the Group and for market participants.
1.8
5,7
0.6
0.5
164.6%
9,3
10.7
6.5
Equity ratio
%
31 Dec 2020
31 Dec 2019
€m
31 Dec 2020
€m
31 Dec 2019
€m
€m
31 Dec 2020
1.5
31 Dec 2019
%
360.0%
As at 31 December 2020, the Group's REC amounted to €3,157 million, an almost 17 per cent
increase year-on-year (31 December 2019: €2,696 million).
24.5
Regulatory equity
Deutsche Börse Group continually assesses its risk situation. Based on the calculated REC in stress tests
and based on the risk management system, Deutsche Börse AG's Executive Board concludes that the
available risk cover amount is sufficient. Furthermore, it cannot identify any risk that would endanger the
Group's existence as a going concern.
Outlook
The risk profile of Deutsche Börse Group did not change significantly in the 2020 financial year.
Deutsche Börse Group's aggregated risks across all risk types (operational, financial and business risks)
were covered by sufficient risk-bearing capacity on a Group level at all times.
Summary
Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and
regularly reviews the entire Group's risk situation. The Executive Board of Deutsche Börse AG confirms
the effectiveness of the risk management system.
Overall assessment of the risk situation by the Executive Board
Further information
Notes
163.2%
250.0%
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
103
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period and in the period up to the preparation of the consolidated financial statements.
126.9%
130.2%
31.1
31.9
24.5
Management report | Risk report
Own funds requirements
2.3
EEX Asia Pte. Limited
31 Dec 2020
€m
31 Dec 2019
€m
€m
31 Dec 2020
total capital ratio
Regulatory equity
Own funds requirements
Compliance with own funds requirements
9.5
10.2
4.3
3.9
5.2
6.3
2.4
In 2021, the Group intends to continue strengthening and expanding its risk management and internal
control system. This includes, for example, further expansion of information security management,
methodological improvements in risk management and the ICS, as well as a closer coordination between
control functions, also by means of a Group-wide governance, risk and compliance tool.
1.8
1.6
0.6
31 Dec 2019
€m
31 Dec 2020
%
31 Dec 2019
%
REGIS-TR S.A.
Compliance with own funds requirements
Pursuant to Section 39.11 of the Code for Federal Regulation (CFR), Nodal Clear, LLC is obliged to
maintain sufficient financial resources to cover all current costs for a minimum period of twelve months,
whereby highly liquid assets must cover all current costs for at least six months. Regulatory minimum
requirements were met throughout the year.
is higher. Regulatory requirements were met throughout the year. Regarding the anticipated upswing in
the business development of EEX Asia Pte. Limited, we expect slightly increasing own funds
requirements. Its capital base will be adjusted, if required.
According to the MAS, EEX Asia Pte. Limited is required to maintain own funds at the rate of either
18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on which
According to Article 21 (b) of the Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to
maintain equity in the amount of at least 50 per cent of annual operating costs.
27.5
31.2
32.8
Nodal Clear LLC
39.9
10.2
360 Treasury Systems AG
72.5
94.9
21.9
27.6
2.4
2.3
Eurex Repo GmbH
9.5
104
ESG
Management report | Report on opportunities
Notes
Financial statements
Management report | Report on expected developments
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
108
Growth from M&A is another aspect of the new Compass 2023 strategy which is becoming more
important. Deutsche Börse Group focuses on transactions that are closely related to its strategic growth
areas, which include its index and analytics business, ESG, commodities, foreign exchange trading, fixed
income trading and investment fund services. It aims to accelerate growth in these areas by means of
acquisitions and make the businesses even more scalable.
M&A growth opportunities
Blockchain technology constitutes another aspect of technological opportunities. It is considered a
disruptive technology at times - but at present, the financial services sector is increasingly exploring its
opportunities. Thanks to its decentralised nature, it facilitates direct interaction between participants,
thus offering the potential for simplifying complex processes. Established market infrastructure providers
such as Deutsche Börse Group, which covers the entire value creation chain from a single source, play
an important role when it comes to tapping this potential – meeting existing industry standards at the
same time. Besides legal and regulatory requirements, this also involves adhering to security standards,
as well as limiting risks and ensuring cost efficiency.
The Group has optimised its internal processes particularly with regard to cloud services. HR processes,
purchasing and settlement of travel expenses, among others, are now processed in the cloud. This has
led to a significant streamlining of processes, and also has a positive effect on the Group's costs. The
Group is also working on transferring services and processes with clients to the cloud. For instance, the
introduction of new trading platforms and updating of existing infrastructure might be tested beforehand
by clients, via the cloud. This would lead to significantly more agile processes within the Group, as new
processes would be introduced at more frequent intervals, allowing the Group to respond more
effectively to clients' requirements. Deutsche Börse has signed agreements with a number of key cloud
service providers, positioning itself at the forefront of cloud use in the European financial services sector.
New developments such as cloud services, in the context of artificial intelligence (AI), big data, robotics,
blockchain technology, combined with the potential for innovation offered by fintech companies, are
driving change in the financial sector. This new wave of technology might help overcome barriers to
market harmonisation, while creating additional efficiency and mitigating risks. This development has
been reinforced by the new environment resulting from the Covid-19 pandemic and is expected to
continue in the years to come. The challenge for incumbent providers is in finding the right way to open
up new business models and innovative technologies.
Technological opportunities
<3
Further information
Notes
Financial statements
Management report | Report on opportunities
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
107
Further information
Report on expected developments
<3
The forecast describes Deutsche Börse Group's expected performance for the 2021 financial year. 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 corporate report. In turn, these are
subject to known and unknown opportunities, risks and uncertainties. Numerous factors, many of which
are outside the company's control, influence the Group's success, its business strategy and its financial
results. Should opportunities, risks or uncertainties materialise or should one of the assumptions made
turn out to be incorrect, the Group's actual performance 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.
0.7
Based on
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Net revenue
Forecast for results of operations 2021
Within the scope of its growth strategy, Deutsche Börse Group pursues clearly defined principles for
managing operating costs. Essentially, the Group achieves the necessary flexibility in managing operating
costs by a continuous process of improving operating routines. The company expects earnings before
interest, tax, depreciation and amortisation (EBITDA) to go up to around €2.0 billion in the forecast
period. The Group would then be fully in line with its medium-term growth targets of 10 per cent per
year on average for net revenue and EBITDA over the period from 2019 to 2023.
<3
Further information
Notes
an economic recovery after the Covid-19 pandemic and a lasting increase in
investor confidence in capital markets could stimulate trading activity by market participants and
increase trading volumes.
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
109
As in previous years, Deutsche Börse Group expects net revenue from secular growth opportunities to
increase by at least 5 per cent in the forecast period. The Group is driving this growth through
investments. In doing so, it aims to shift further market share from over-the-counter trading and clearing
to the on-exchange segment and to further expand its positions in existing asset classes by introducing
new products and functionalities and acquiring new customers. In contrast, the development of business
divisions relying on cyclical factors continues to depend mainly on the degree of speculation regarding
the future interest rate development and the level of volatility on equities markets. Given the
exceptionally high market volatility and US interest rate cuts in the first quarter of 2020, it is very likely
that the Group's cyclical net revenue will go down over the forecast period. Acquisitions, particularly the
acquisition of Fondcenter AG from UBS on 30 September 2020 and the acquisition of ISS as at
25 February 2021, are expected to deliver additional net revenue. In total the company anticipates net
revenue of around €3.5 billion for the forecast period.
Given its diversified business model and multiple sources of revenue and despite the extraordinary
macroeconomic environment, Deutsche Börse Group believes it is very well positioned to further improve
its results of operations in the medium and long term. This expectation is based on, among other things,
the structural growth opportunities that the Group intends to exploit (for details, see the Opportunities
report), as well as on additional contributions from acquisitions.
Future development of results of operations
The Covid-19 pandemic unexpectedly pushed the global economy into an unprecedented recession in
2020, but Deutsche Börse Group expects a significant economic recovery over the forecast period. It will
be boosted by government stimulus programmes, ultra-loose monetary policy by central banks
worldwide and an increasing number of Covid-19 vaccinations.
Macroeconomic environment
Developments in the operating environment
Management report | Report on expected developments
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
-
■ The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
and if the spread between the various European government bonds continues to narrow.
Further information
Notes
Financial statements
Management report | Report on opportunities
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
105
When exploiting secular growth opportunities Deutsche Börse Group focuses on product innovations,
increasing market share and winning new customers. The Group expects to see its highest revenue
growth in trading and clearing in the coming years, due in part to the clearing of new financial
derivatives, OTC derivatives and further growth in the trading of energy and gas products. Foreign
exchange trading via 360T is also expected to provide a contribution to net revenue growth. Post-trading
will focus on the further development of investment fund business. The growth focus in pre-trading lies
in expanding the index, analytics and ESG business. The commercial potential of the initiatives
mentioned here is described in more detail below.
Secular growth opportunities
Deutsche Börse Group has a very broad portfolio of products and services with which it covers all areas
of a market infrastructure provider's value creation chain. This makes the Group one of the most broadly
based stock exchange organisations in the world. In order to maintain and expand this position the
company is pursuing a new medium-term growth strategy called Compass 2023. Among other things
Deutsche Börse Group is focusing on organic growth opportunities in order to achieve its strategic goals.
The Group makes a basic distinction between secular and cyclical opportunities: secular opportunities
arise for example as a result of regulatory changes, new client requirements (such as the growing
demand for exchange-traded solutions to over-the-counter (OTC) transactions) or from the trend whereby
an increasing portion of assets are allocated in passive investment strategies (e.g. index funds). The
company can actively exploit these opportunities. Cyclical opportunities on the other hand cannot be
influenced directly by the Group and are driven by macroeconomic changes. In addition Deutsche Börse
Group intends to seize long-term opportunities arising as a result of the technological transformation.
Growth from M&A is another aspect of the new strategy which is becoming more important.
Organic growth opportunities
Deutsche Börse Group evaluates organic growth opportunities in the individual business areas both on
an ongoing basis throughout the year and systematically at the Group level as part of its annual budget
planning process. The process begins with a careful analysis of the market environment, which
considers both what the customer wants, as well as market developments, competitors and regulatory
changes. Ideas for growth initiatives are developed further using uniform, Group-wide templates and
subjected to a profitability analysis. On this basis, the Executive Board of Deutsche Börse AG makes the
final decision as to which initiatives are to be implemented.
success.
Deutsche Börse Group's opportunities management aims to identify, evaluate and assess opportunities
as early as possible and to take appropriate measures in order to transform opportunities into business
<3
Organisation of opportunities management
Report on opportunities
Further information
Notes
Financial statements
New financial derivatives
<3
Deutsche Börse Group operates Eurex, one of the leading global derivative exchanges. In addition to a
broad range of established international benchmark products, a large number of new products have been
introduced in recent years, such as MSCI, total return, dividend and ESG derivatives. These new
products reflect changes in customer preferences and regulatory requirements. The company anticipates
further strong growth in these and other new products still to be launched in the years ahead.
Clearing of OTC derivatives
In addition to its secular growth opportunities, Deutsche Börse Group has cyclical opportunities, for
instance as a result of positive macroeconomic developments. Although the Group cannot influence
these cyclical opportunities directly, they could lift Deutsche Börse Group's net revenue and net profit for
the period attributable to Deutsche Börse AG shareholders significantly in the medium term:
Cyclical opportunities
The trend toward sustainable investing constitutes another structural growth opportunity for Deutsche
Börse Group, which has been given extra momentum by the Covid-19 pandemic. The Group aims to
support market participants with high-quality ESG data, specialised ESG indices and the corresponding
trading and hedging options. A first step in this direction was taken in November 2020 when the
acquisition of Institutional Shareholder Services (ISS) was announced. Furthermore, the company
expects additional structural growth from developing new products and winning new customers.
Deutsche Börse Group's objective in its index business is to give the already established European index
provider STOXX an even more global profile, in order to develop and market other indices worldwide (in
addition to its DAX® and STOXX® index families). In addition, Deutsche Börse's index business will
continue to take advantage of the structural trend towards passive investment products (ETFs). An
increasing number of private clients and asset managers now follow this trend; not only are the costs
lower, but many active investment strategies have been returning under-average performance. In order to
support these trends more effectively, in 2019 Deutsche Börse AG acquired Axioma, a leading provider
of portfolio and risk management solutions. The combination created Qontigo; a fully integrated leading
information provider for institutional investors, serving the growing market demand for products and
analysis in this area.
Expansion of the index and analytics business
Clients of Deutsche Börse Group can use Clearstream's settlement and custody services for their entire
fund portfolio covering traditional investment funds, exchange-traded funds (ETFs) as well as hedge
funds. Given that supervisory authorities are also calling for more efficient settlement and custody
solutions in order to guarantee maximum security for client assets under custody, the Group expects to
acquire additional client portfolios in the future. The Group is also continuously expanding its range of
products and services. Clearstream, for example, is extending its range of fund services to include
management of distribution agreements, as well as data compilation through acquisitions. Extending the
product and service range, Clearstream expects to generate additional net revenue by realising revenue
synergies.
<3
Cross-border settlement of investment funds
Further information
■ In the cash equities and financial derivatives market segment – Xetra (cash equities) and Eurex
(financial derivatives)
Notes
Management report | Report on opportunities
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
106
360T is a leading global platform for currency trading, whose broad customer base includes
companies, buy-side customers and banks. By combining 360T's knowledge and experience in the
foreign exchange market with Deutsche Börse Group's IT expertise, the Group will be able to tap the
additional revenue potential. 360T has made progress with various measures for achieving synergies.
including the launch of its FX futures and clearing services. Thanks to its leading position, Deutsche
Börse also benefits from a structural trend: even though, at present, the vast majority of daily foreign-
exchange trading volumes is still executed off-exchange, demand for transparent, electronic multi-bank
trading platforms such is rising.
Growth in foreign-exchange trading (360T)
Leipzig-based European Energy Exchange AG (EEX) allows Deutsche Börse Group to offer a broad
product range for trading and clearing of spot and derivatives contracts on power and gas as well as
emission certificates. EEX has become the central market for energy in Continental Europe and its
product range includes the markets Germany, France, the Netherlands, Belgium, Italy and Spain. It has
also been active in the US market through its acquisition of Nodal Exchange in 2017. EEX's growth is
mainly based on the growing importance of renewable energies for generating energy. Owing to the high
degree of fragmentation, as well as the inefficiency of OTC markets, the demand for on-exchange trading
and clearing solutions has also increased over recent years. EEX believes it is well positioned in this
changing competitive environment to achieve structural growth and gain additional market share.
Trading and clearing of power and gas products on EEX
The liquidity problems experienced by major market participants during the financial crisis were triggered
by the failure to settle bilateral OTC transactions that were mainly entered into on an unsecured basis. In
light of this, the leading industrialised nations (G20) agreed to create an effective regulatory environment
to make off-exchange derivatives transactions more transparent and more secure. Consequently, the
European Union has created the European Market Infrastructure Regulation (EMIR). EMIR involves the
obligation to clear standardised OTC derivative transactions using a central counterparty. Eurex Clearing
AG and its market partners created an alternative for clearing interest rates swaps in the EU in 2017,
which since then has seen continuous growth in notional outstanding volumes and market share.
Financial statements
€m
132.7
€m
1,559.5
1,677.7
513.8
536.1
Clearstream Holding Group
%
%
31 Dec 2019
31 Dec 2020
31 Dec 2019
€m
31 Dec 2020
€m
31 Dec 2019
€m
31 Dec 2020
€m
Total capital ratio
Regulatory equity
Own funds requirements
Regulatory capital ratios according to CRR
In 2020, the parent company Clearstream Holding AG made a contribution of €50.0 million to the
capital reserve of Clearstream Banking AG. Eurex Clearing AG received contributions to its capital reserve
of €135.0 million in 2020 from the parent company Eurex Frankfurt AG. Further contributions are
scheduled for the coming years, in order to strengthen their capital base.
96.8
25.0
104.2
24.3
363.9
Clearstream Banking AG's capital requirements according to CSDR are currently significantly above CRR
and CRD IV capital requirements. The capital requirements under Article 47 CSDR do not stipulate a
specific ratio. Instead, the regulatory capital are compared with the capital requirements and has to be at
least the same.
50.8
57.6
614.8
749.8
96.8
104.2
Eurex Clearing AG
22.3
22.4
369.7
24.4
26.6
1,149.2
1,209.9
419.9
Forecast for
150.3
Clearstream Banking AG
377.7
Clearstream Banking S.A.
16.2
16.2
80.6
€m
31 Dec 2019
31 Dec 2020
31 Dec 2019
€m
31 Dec 2020
€m
31 Dec 2019
€m
€m
31 Dec 2020
Total capital requirements
Own funds requirements for
credit and market risk
Own funds requirements for
operational risk
Composition of own funds requirements
Compliance with the minimum regulatory ratio is maintained at all times due to the sufficient capital
buffer for uncollateralised cash investments.
The own funds requirements for operational risk calculated with Eurex Clearing AG's internal risk model
are higher than the own funds requirements derived from the basic indicator approach, which is based
on the profit and loss statement as prescribed by CRR. Hence, Eurex Clearing AG always applies
additional capital buffers for such risks, surpassing regulatory minimum requirements. Against this
background, banking supervisors requested in 2011 that Eurex Clearing AG increase the basis for the
calculation of regulatory own funds requirements by considering an appropriate share of clearing-related
fees received for the account of operating entities. The own funds requirements for operational risk are
calculated once a year based on a three-year average of historical income, including the assumed
clearing fees, and are therefore not subject to daily fluctuations.
<3
Further information
Notes
Financial statements
Management report | Risk report
€m
Clearstream Holding Group
452.6
450.6
88.0
Eurex Clearing AG
132.7
150.3
6.5
5.1
126.2
145.2
Clearstream Banking AG
101
377.7
53.2
56.5
324.5
307.4
Clearstream Banking S.A.
513.8
536.1
63.2
83.5
363.9
€m
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Financial statements
116.9
414.8
549.8
EMIR capital
- 15.0
- 15.0
- 200.0
- 200.0
Own contribution to default fund
0
0
0
0
EMIR deductions
118.9
131.9
614.8
749.8
67.1
103.9
84.9
102
Executive and Supervisory Boards
31 Dec 2019
31 Dec 2020
31 Dec 2019
31 Dec 2020
€m
31 Dec 2019
€m
€m
31 Dec 2020
Own funds requirements to be
met
Own funds requirements on the
basis of fixed overheads
Own funds requirements for
credit and market risk
360 Treasury Systems AG
Eurex Repo GmbH
Composition of own funds/capital requirements
According to Article 95 CRR, Eurex Repo GmbH and 360 Treasury Systems AG must hold equity of at
least 25.0 per cent of the fixed overhead costs of the previous year.
<3
Further information
Notes
Financial statements
Management report | Risk report
Deutsche Börse Group | Annual report 2020
173.0
190.8
Total EMIR capital requirements under Article 16 EMIR
Equity
n/a
311.4
n/a
161.1
n/a
150.3
€m
€m
31 Dec 2019
31 Dec 2020
Clearstream Banking AG
<3
CSDR capital
Total CSDR capital requirements under Article 47 CSDR
Other CSDR capital requirements
Own funds requirement for operational, credit and market risk
Capital adequacy requirements under CSDR
Further information
Notes
419.9
n/a
Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRR and
CRD IV capital requirements. As with the CSDR, the capital requirements under Article 16 EMIR do not
stipulate a specific ratio. For both Eurex Clearing AG and European Commodity Clearing AG, this means
that EMIR capital coverage of at least 100 per cent is required. A reporting requirement to the competent
authority in this case BaFin – is triggered when this ratio falls below 110 per cent.
-
41.9
56.1
76.2
86.6
Other EMIR capital requirements
25.2
28.8
96.8
104.2
Management report | Risk report
Own funds requirement for operational, credit and market
risk
€m
31 Dec 2020
31 Dec 2019
€m
€m
31 Dec 2020
European Commodity Clearing AG
Eurex Clearing AG
Capital adequacy requirements under EMIR
The capital resources of Eurex Clearing AG and European Commodity Clearing AG are currently well
above the regulatory requirements. As at the reporting date, total equity for both entities as disclosed in
the financial statements was fully available to cover the risks according to Article 16 of EMIR as this
equity fulfils the liquidity requirement. Eurex Clearing AG's own contribution to the default fund is
€200.0 million. The own contribution to the default fund of European Commodity Clearing AG was also
constant at €15.0 million and so also above the regulatory minimum.
31 Dec 2019
€m
2020
€m
Deutsche Börse Group | Annual report 2020
2021
€bn
~3.5
1,877.7
~2.0
Trends in non-financial performance indicators
Initiatives to promote the transparency and security of the markets will continue to be a key focus during
the forecast period, ensuring that Deutsche Börse Group adds value to society. With regard to the
development of the non-financial performance indicators forecast for 2020, the Group was unfortunately
unable to maintain system availability compared with the previous year, which was due to a technical
infrastructure failure. Measures taken in this regard promise significantly higher operational reliability in
the future. Against this background, the company expects that the availability of the trading systems for
the cash and derivatives market will again be at the very high level of previous years in the forecast
period.
Responsible management that focuses on long-term value creation is of considerable importance for
Deutsche Börse Group as a service provider. Given demographic change and the resulting shortage of
specialist staff, the company aims to continue to position itself adequately and – amongst other things -
to increase the number of women in management positions.
-
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) AktG, in each case referring to
Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first and
second management levels beneath the Executive Board is planned to reach 15 per cent and 20 per
cent, respectively.
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020, and of
women holding lower management positions to 30 per cent during the same period. The Group
maintains this ambition, and has extended the scope of its voluntary commitment, over and above legal
requirements. Firstly, the target figures determined in this context relate to Deutsche Börse Group
(including subsidiaries) worldwide. Secondly, the definition of management levels/positions was
extended to also include heads of teams, for example.
110
Executive and Supervisory Boards
3,213.9
23.6
40-49 years
407
More than 50 years
More than 15 years
467
28.5
24.9
386
47.9
32.4
530
30-39 years
509
783
Under 5 years
11.6
190
5-15 years
31.1
100
1,636
Other European countries
0.3
5
France
1.2
20
Great Britain
98.1
Total Deutsche Börse AG
1,605
%
2020
31 Dec
Employees per country/region
Under 30 years
1,636
Total Deutsche Börse AG
100
Germany
%
Age structure of employees
%
Property, plant and equipment
108.5
109.2
Intangible assets
€m
€m
2019
2020
83.2
Non-current assets (condensed)
Receivables from and liabilities to affiliated companies include invoices for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. The receivables
from affiliated companies relate to invoices for intra-Group services, but primarily to Clearstream Holding
AG for the company's profit transfer of €401.4 million. Liabilities to affiliated companies resulted mainly
from cash-pooling amounting to €469.6 million (2019: €801.9 million) and trade liabilities of
€135.3 million (2019: €46.1 million).
Deutsche Börse AG's investments in intangible assets and property, plant and equipment totalled
€61.4 million during the year under review (2019: €60.4 million). This rise was related to payments on
account for construction in progress in various locations. Depreciation and amortisation in 2020
amounted to €63.2 million (2019: €59.1 million).
As at 31 December 2020, the non-current assets of Deutsche Börse AG amounted to €5,672.4 million
(2019: €5,349.8 million). At €5,309.3 million, most of the non-current assets was attributable to
shares in affiliated companies (2019: €5,007.5 million), mainly from the investments in Clearstream
Holding AG, 360 Treasury Systems AG, Eurex Frankfurt AG and Qontigo GmbH.
Assets of Deutsche Börse AG
Cash flow from financing activities amounted to €-521.5 million in the year under review
(2019: €-486.1 million). A dividend of €531.9 million was paid for the 2019 financial year.
Cash and cash equivalents amounted to €48.8 million as of the reporting date 31 December 2020
(2019: €47.3 million). It is made up of liquid funds of €518.4 million (2019: €849.3),
less cash-pooling liabilities of €469.6 million (2019: €801.9 million).
Further information
Notes
Financial statements
Working capital amounted to €-249.6 million in 2020 (2019: €-903.5 million). The change stems
mainly from the receivable from Clearstream Holding AG for profit transfer.
85.6
Financial assets
5,480.0
31 Dec 2020
Employee length of service
4
As at 31 December 2020, 80 per cent of Deutsche Börse AG's employees were graduates. The ratio is
based on the number of employees holding a degree from a university, college or vocational academy, as
well as the employees who have completed degrees abroad. In 2020, the company invested an average
of 3 days in training per employee.
On 31 December 2020, Deutsche Börse AG had employees at six locations around the world.
Information on the countries, regions, the employees' age structure and length of service are provided in
the tables that follow.
During the 2020 financial year, 70 employees left Deutsche Börse AG, resulting in a staff turnover rate
of 4 per cent.
The number of employees at Deutsche Börse AG (according to HGB) ¹ rose by 121 in the reporting year
and totalled 1,636 as at 31 December 2020 (31 December 2019: 1,515). The average number of
employees at Deutsche Börse AG in the 2020 financial year was 1,572 (2019: 1,472).
Deutsche Börse AG employees
Further information
Notes
Financial statements
Management report | Deutsche Börse AG (diclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
115
December
5,349.8
5,672.4
Non-current assets as at 31
31 Dec 2020
0.3
1,636
2
1.
Executive Board remuneration in financial year 2020
III
A detailed presentation of the target achievement of the 2016 tranche of the PSP is provided in the
section,, Payout of the PSP tranche 2016".
Total target achievement
PSP Tranche 2016
210.9%
250.0%
Target achievement
TSR Performance
171.8%
Ø Target achievement
adjusted net income growth
Target achievement PSP Tranche 2016
The 2016 tranche of the performance share plan (PSP) ended at the end of financial year 2020. The
total target achievement of the tranche 2016 of 210.9 per cent reflects the strong growth of Deutsche
Börse Group over the past five years. Targets were clearly exceeded in both performance criteria
"adjusted net income growth” and “total shareholder return (TSR) performance". The high target
achievement in the relative TSR reflects not only the strong absolute performance of the Deutsche Börse
share on the capital market, but also the above-average relative performance compared to the relevant
peer group.
A detailed presentation of the target achievement of the financial target and the individual targets in the
performance bonus 2020 is provided in the section,,Target achievement in the performance bonus in
financial year 2020".
119.1%
8.9%
Target achievement adjusted net income growth
Adjusted net income growth compared to 2019
Adjusted net income growth
<3
Further information
-
Notes
General principles of the remuneration system for the Executive Board
"
120
The target remuneration for the Executive Board members was not adjusted in financial year 2020. The
respective service contracts with Dr Theodor Weimer, Dr Christoph Böhm, Dr Thomas Book and Dr
Stephan Leithner were also renewed without changing the target remuneration. Ms Heike Eckert was
appointed for the first time with a corresponding target remuneration.
A target remuneration in line with prevailing market levels is assigned to each Executive Board member.
This target remuneration is predominantly based on the skills and experience required for that member's
tasks, as well as on the target remuneration for the other Executive Board members. The remuneration
for the Chairman of the Executive Board (Chief Executive Officer) is roughly twice the target
remuneration for the other Executive Board members.
The Supervisory Board takes the results of this examination into account when setting target
remuneration for members of the Executive Board, and thus also ascertains that Executive Board
remuneration is appropriate.
In accordance with the recommendations of the GCGC, the Supervisory Board also takes into account
the relationship between the remuneration levels of the Executive Board and that of senior management
and the entire workforce, as well as the development over time of the various salary levels over a two-
year period in order to assess the customary practice within the company. In this context, senior
management comprises two management levels below the Executive Board. The Supervisory Board
considers the remuneration levels compared to employees of Deutsche Börse AG as well as to the overall
workforce of Deutsche Börse Group.
For this purpose, the Supervisory Board may seek the advice of an external expert who is independent of
the Executive Board and the company. The horizontal comparison is conducted on the basis of relevant
national and international peer groups. The Supervisory Board selects the peer groups on the basis of
country, size and industry as defined by the AktG. Due to their comparable size and taking into account
the country criterion, DAX companies were most recently used as a suitable peer group for conducting a
horizontal comparison. In addition, European financial institutions as customers and competitors of
Deutsche Börse were used as a further peer group. In order to reflect the industry criterion, stock
exchange operators served as an additional peer group.
1.2 Determination and appropriateness of the remuneration of the Executive Board
Executive Board remuneration is set by the Supervisory Board on the basis of the remuneration system
in force; the Nomination Committee is responsible for preparing the Supervisory Board's decision. In
doing so, the Supervisory Board shall ensure that remuneration is appropriate to the corresponding
Executive Board member's tasks and performance, as well as to the company's financial situation, and
that it does not exceed the prevailing market level of remuneration without specific reasons. For this
purpose, the Supervisory Board shall conduct a horizontal and vertical peer-group comparison on a
regular basis (at least every two years).
Procedure for determining, implementing and reviewing the remuneration system
The Supervisory Board, advised by its Nomination Committee, determines the remuneration system for
the members of the Executive Board. The remuneration system adopted by the Supervisory Board is
submitted to the Annual General Meeting. The Supervisory Board reviews the remuneration system on a
regular basis, supported by its Nomination Committee, and submits the remuneration system to the
Annual General Meeting for approval in the event of any material changes – in any case, every four
years. The Supervisory Board may retain the support of independent external experts when necessary.
<3
1.1
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
119
Thirdly, the remuneration system promotes a strong equity culture, and in this way helps to align the
interests of shareholders, management and other stakeholders. Particularly the individual targets set
incentives for sustainable action.
Firstly, a clear performance orientation and a highly detailed assessment based on ambitious internal
and external targets ensure the focus is on the company's goal of above-average growth.
Secondly, multi-year bases for assessment, long-term elements, and the use of deferred payouts
discourage excessive risk-taking.
Within the framework of its corporate strategy, Deutsche Börse's goal is to strengthen - and further
expand its position as a leading European provider of financial market infrastructure with global growth
ambitions over the long term. Hence, the company's primary strategic focus is on growth. Deutsche
Börse Group aligns its actions with long-term and sustainable company success, assuming its corporate
responsibility holistically. In line with these targets, the remuneration system for the Executive Board is
based on three pillars:
Asia
Financial statements
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
The opportunities and risks of Deutsche Börse AG and the activities and processes to manage these
risks and opportunities are largely the same as for Deutsche Börse Group, so reference is made to the
Risk report and the Opportunities report. As a rule, Deutsche Börse AG shares the opportunities and
risks of its equity investments and subsidiaries in accordance with its equity interest. Risks that could
potentially threaten the existence of the Eurex Clearing AG subsidiary would also have a direct influence
on Deutsche Börse AG based on a letter of comfort issued by Deutsche Börse AG. As of the reporting
date, there were no risks jeopardising the company's existence. Further information on the letter of
comfort issued to Eurex Clearing AG is available in the section "Other financial obligations and off-
balance sheet transactions" in the notes to the annual financial statements of Deutsche Börse AG.
Opportunities and risks facing Deutsche Börse AG
The corporate governance statement in accordance with section 289f HGB is the same as that for
Deutsche Börse Group. Reference is therefore made to the section “Corporate governance statement".
Corporate governance statement in accordance with to section 289f HGB
The principles governing the structure and design of the remuneration system at Deutsche Börse AG are
the same as those for Deutsche Börse Group, so reference is made to the Remuneration report for
Deutsche Börse Group.
Remuneration report of Deutsche Börse AG
<3
Further information
Notes
Financial statements
Management report | Deutsche Börse AG (diclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
116
1 No employees are i.e. legal representatives of the corporation, apprentice and employees on parental leave
100
Management report | Deutsche Börse AG (diclosures based on the HGB)
Total Deutsche Börse AG
0.1
The description of the internal control system (ICS), required by section 289 (4) of the HGB, is provided
in the "Group management" section.
Management report | Remuneration report
Forecast for Deutsche Börse AG
117
118
Adjusted net income growth as the key financial performance criterion in the performance bonus and the
resulting target achievement in financial year 2020 are as follows:
Despite the global economic impact of the COVID-19 pandemic, Deutsche Börse Group was able to
continue its growth path and achieve a good financial performance in 2020. Based on the whole
financial year 2020, Deutsche Börse Group was not affected by the impact of COVID-19 to such an
extent that would have required a change in targets. There was no need to resort to short-time working
or other government aid in this context. Likewise, the dividend paid to the shareholders was increased
once again.
A clear link between the remuneration of the members of the Executive Board and their performance
(pay for performance) is of crucial importance for the Supervisory Board. In addition to a strong financial
performance of Deutsche Börse Group and the achievement of central strategic goals, this also includes
responsibility for employees, the environment and society.
The previous remuneration system for the Executive Board members was partially modified by a
resolution of the Supervisory Board with effect from 1 January 2020, and submitted to the Annual
General Meeting on 19 May 2020, for approval. The Annual General Meeting approved this system by
65.45% of votes cast. In addition, the adjusted remuneration system for members of the Supervisory
Board was submitted to the Annual General Meeting 2020 for approval and was approved by 99.25%.
Review of financial year 2020
The present remuneration report describes the remuneration of the Executive Board under the
remuneration systems 2020 and 2016 in accordance with the applicable regulatory requirements. The
Supervisory Board intends to submit a new remuneration system for the Executive Board to the Annual
General Meeting in May 2021 for approval. The remuneration under this new system will then be
reported in 2022. The corresponding remuneration report will be submitted to the Annual General
Meeting 2022 for approval.
In March 2020, the German Corporate Governance Code (GCGC) as amended on December 16, 2019,
also came into force. The Supervisory Board of Deutsche Börse focuses on good corporate governance
and transparency – also with regard to the remuneration of its Board members. Both the remuneration
system for the Executive Board and the remuneration system for the Supervisory Board as well as the
remuneration report comply with the principles, recommendations and suggestions of the GCGC.
-
The remuneration report explains the general principles of the remuneration system for the members of
the Executive Board and the Supervisory Board of Deutsche Börse AG and describes the amount and
structure of the remuneration of the Board members for financial year 2020. The report complies with
the requirements of the Handelsgesetzbuch (German Commercial Code - "HGB"), the International
Financial Reporting Standards (IFRS) and German Accounting Standard No. 17. Furthermore, the
remuneration report already largely takes into account the requirements of Section 162 of the
Aktiengesetz (German Stock Corporation Act “AktG"), which will not be mandatory until the year 2021.
<3
Introduction
Remuneration report
Further information
|
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
The expected developments in Deutsche Börse AG's business are largely subject to the same factors as
those influencing Deutsche Börse Group. The relevant disclosures and quantitative information on
Deutsche Börse AG are provided in the Forecast.
Executive and Supervisory Boards
957.7
114
1,470.2
EBITDA
50.0
0.4
0.6
360T (foreign exchange)
equity investments
40.9
1,181.2
542.9
23.0
14.8
18.2
Net income from
EEX (commodities)
8.3
884.6
derivatives)
765.2
24.5
Xetra (securities trading)
387.3
58.0
15.0
23.7
IFS (investment fund
services)
40.7
4.50 ¹)
6.33¹
Earnings per share
period
22.2
91.61)
111.9
Clearstream (post-trading)
40.7
825.9
1,161.9
Net profit for the
10.0
352.0¹)
10.1
(€)
924.4¹)
Eurex (financial
Notes
Financial statements
Management report | Deutsche Börse AG (diclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
111
The Executive Board of Deutsche Börse AG believes that the Group continues to be very well positioned
in terms of international competition, thanks to its comprehensive offering along the securities trading
value chain and its innovative strength. This being the case, the Executive Board expects to see a
positive trend in the Group's results of operations over the long term. The purpose of the measures as
part of the growth strategy is to further accelerate the Group's growth. In this context, the Group aims to
become more agile and effective and sharpen its client focus, in order to turn Deutsche Börse into the
global market infrastructure provider of choice, with a top ranking in all its business areas. Deutsche
Börse Group will endeavour to further expand its secular growth areas, and to increase their contribution
to net revenue again by at least 5 per cent. Taking other cyclical and consolidation effects into account,
the Executive Board expects net revenue to rise to around €3.5 billion in the forecast period. The
Executive Board expects EBITDA to go up to around €2.0 billion in the forecast period. Overall, the
Executive Board assumes on this basis that cash flow from operating activities will be clearly positive
and that, as in previous years, the liquidity base will be sound. The overall assessment by the Executive
Board is valid as at the publication date for this combined management report.
Overall assessment by the Executive Board
Further information
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of net profit for the period attributable to the shareholders of Deutsche Börse AG. Within this range, the
Group manages the actual payout ratio mainly relative to the business performance and based on
continuity considerations. In addition, the company plans to invest the remaining available funds
primarily into the Group's inorganic growth. Should the Group be unable to invest these funds, additional
distributions, particularly share buy-backs, represent another opportunity for the use of funds. To
maintain its strong credit ratings at Group level, the company aims at a ratio of net debt to EBITDA of no
more than 1.75, and a ratio of free funds from operations to net debt of at least 50 per cent.
Future development of the Group's financial position
<3
Further information
Notes
Financial statements
Management report | Report on expected developments
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
The company expects operating cash flow, which is Deutsche Börse Group's primary funding instrument,
to remain clearly positive in the future. The Group expects that two significant factors will influence
changes in liquidity. Firstly, the company plans to invest around €200 million in intangible assets and
property, plant and equipment at Group level. These investments will serve primarily to develop new
products and services in the Eurex (financial derivatives) and Clearstream (post-trading) segments, and
to enhance existing ones. Secondly, the Executive Board and Supervisory Board of Deutsche Börse AG
will propose a dividend of €3.00 per share to the Annual General Meeting to be held in May 2021. This
would represent a cash outflow of about €551 million. Apart from the above, no other material factors
were expected to impact the Group's liquidity at the time the combined management report was
prepared. As in previous years, the Group assumes that it will have a sound liquidity base in the forecast
period due to its positive cash flow from operating activities, adequate credit lines (for details see note
23 to the consolidated financial statements), and flexible management and planning systems.
Deutsche Börse AG (diclosures based on the HGB)
The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions of
the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG) and are the underlying basis for the explanations
that follow.
Business and operating environment
9.8
1,423.5
1,563.3
957.7
Total costs
Sales revenue
Change
%
€m
2019
2020
€m
%
Change
2019
€m
2020
€m
Sales revenue by segment
Performance figures for Deutsche Börse AG
Deutsche Börse AG's revenues increased by 9.8 per cent in the 2020 financial year, so above the
company's expectations. Total costs (staff costs, amortisation of intangible assets and depreciation of
property, plant and equipment and other operating expenses) rose by 8.3 per cent. Net profit went up by
40.7 per cent compared with the previous year. Deutsche Börse AG's Executive Board considers the
company's performance in the 2020 financial year to be good.
Deutsche Börse AG's course of business in the reporting period
Deutsche Börse AG is the parent company of Deutsche Börse Group. The parent company's business
activities include first and foremost the cash and derivatives markets, which are reflected in the Eurex
(financial derivatives) and Xetra (cash equities) segments, as well as index business. Deutsche Börse AG
also operates essential parts of Deutsche Börse Group's information technology. The development of
Deutsche Börse Group's Clearstream (post-trading) segment is reflected in Deutsche Börse AG's business
development, primarily due to the profit and loss transfer agreement with Clearstream Holding AG.
Deutsche Börse Group's IFS (investment fund services) segment, in contrast, plays a lesser role for
Deutsche Börse AG. Nonetheless, Deutsche Börse AG's business and operating environment is
essentially the same as that of Deutsche Börse Group; this is described in the "Macroeconomic and
sector-specific environment" section.
General position
1,017.7
Qontigo (index and
3.9
25.3
945.0
889.9
Cash flow from operating activities
-2.2
248.6
243.1
Staff costs
€m
Depreciation and
€m
€m
€m
2019
2020
Change
2019
2020
Cash flow statement (condensed)
%
63.2
59.1
6.8
31 December
8.3
884.6
Total
47.3
48.8
Cash and cash equivalents as at
expenses
-486.1
-521.5
Cash flow from financing activities
12.9
576.9
651.4
Other operating
495.0
-366.9
Cash flow from investing activities
amortisation
Overview of total costs
Cash flow from investing activities amounted to €-366.9 million (2019: €495.0 million). The decline is
related particularly to the investments made in the reporting year. The equity investments in Clearstream
Holding AG increased by €150 million, in DBS Inc. by €98.4 million and in 360T Treasury Systems AG
by €37.5 million.
In the 2020 financial year, Deutsche Börse AG generated cash flow from operating activities of
€889.9 million (2019: €945.1 million). The reduction is particularly due to significantly higher
receivables from affiliated companies.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and
one corporate bond with a nominal value of €500 million. For more details concerning these bonds,
please refer to the "Financial position" section.
The revenue contributed by the EEX (commodities) and 360T (foreign exchange) segments is generated
mainly by IT services. Therefore, the explanations in the "EEX (commodities) segment" and "360T
(foreign exchange) segment" sections relate only indirectly to Deutsche Börse AG. The earnings situation
of the Qontigo (index business) segments is shown in the section "Qontigo (index business) segment". It
is worth noting that the business development of the STOXX Ltd. subsidiary does not directly impact
upon the business performance of Deutsche Börse AG. Comments on the business development in the
Xetra (cash equities) segment can largely be found in the “Xetra (cash equities) segment" section.
Revenues attributable to the Clearstream (post-trading) and IFS (investment fund services) segments
result from the IT services Deutsche Börse AG provides to companies belonging to the Clearstream
Holding subgroup.
For more information on the development of the Eurex (financial derivatives) segment, please refer to the
"Eurex (financial derivatives) segment" section.
Deutsche Börse AG's net revenue rose by 9.8 per cent in 2020 to €1,563.3 million (2019:
€1,423.5 million). At €1,017.7 million, the largest contribution to revenue came from the Eurex
(financial derivatives) segment (2019: €924.4 million). The breakdown of revenue by company
segment is provided in the "Sales revenue by segment" table.
Results of operations of Deutsche Börse AG
<3
Further information
Notes
Financial statements
Management report | Deutsche Börse AG (diclosures based on the HGB)
Deutsche Börse Group | Annual report 2020
112
1) Previous year adjusted
9.8
1,423.5
1,563.3
Total
analytic business)
1) Calculation based on weighted average of shares outstanding
-84.6
Other operating income went up to €50.4 million during the year under review (2019: €36.3 million).
Deutsche Börse Group | Annual report 2020
Out of the total revenues in 2020 €232.8 million belong intercompany revenues.
Amortisation of intangible assets and depreciation of property, plant and equipment increased to a total
of €63.2 million in the year under review (2019: €59.1 million).
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of
liquidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries
are in a position to honour their payment obligations at any time.
Deutsche Börse AG has external credit lines available of €605.0 million (2019: €605.0 million), which
were not yet drawn as at 31 December 2020. Moreover, the company has a commercial paper
programme in place, which allows for flexible and short-term financings of up to €2.5 billion, in various
currencies. At the end of the year there was no commercial paper outstanding.
(2019: €849.3 million) and included bank deposits on current accounts as well as term deposits and
other short-term deposits. This position is for the most part made up from cash.
As at the reporting date, cash and cash equivalents amounted to €518.4 million
Financial position of Deutsche Börse AG
Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2020. Return on equity increased from 29.9 per cent in
2019 to 37.5 per cent in the year under review.
Development of profitability
<3
Further information
Notes
Financial statements
Management report | Deutsche Börse AG (diclosures based on the HGB)
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
113
Earnings before interest, tax, depreciation and amortisation (EBITDA) increased to €1,470.2 million
(2019: €1,181.2 million). Net profit for the period amounted to €1,161.9 million, representing an
increase of 40.7 per cent (2019: €825.9 million).
Deutsche Börse Group's result from equity investments for the 2020 financial year totalled €765.2
million (2019: €542.9 million). It consisted of dividend income of €348.2 million (2019: €305.7
million), and income from the transfer of profits of €401.4 million (2019: €228.1 million).
The intercompany expenses for 2020 result to €333.7 million.
Other operating expenses were up 12.9 per cent year-on-year, to €651.4 million (2019:
€576.9 million).
The company's total costs of €957.7 million were up 8.3 per cent year-on-year (2019: €884.6 million).
For a breakdown, please refer to the table “Overview of total costs". Staff costs were down by 2.2 per
cent year-on-year during the year under review, to €243.1 million (2019: €248.6 million). The decline
in staff costs is mainly due to the restructuring programme and streamlining of the management
structure. Staff numbers increased from an average of 1,472 in the prior year to 1,572 in the 2020
financial year.
Executive and Supervisory Boards
5,155.7
shares
Adjusted net income growth
period
holding
(share-based
component
PBP)
3-year
50% shares
(cash com-
ponent PBP)
50% cash
||
Weighting: 1/3
Weighting: 2/3
multiplier
(0.8-1.2)
✗
Individual targets
mance
Adjusted net
income growth
Perfor-
Target
value
in €
+ Target achievement 0-200%
Net income growth is calculated independently of the financial planning by comparing the adjusted net
income for the remuneration year with the prior-year figure. The target achievement rate in the
remuneration system 2020 may range between O per cent and 250 per cent: a decrease in net income
of 10 per cent or more corresponds to a O per cent target achievement rate (floor). From the Supervisory
Board's point of view, the resulting linear target achievement curve between the floor and the target
value reflects to a high degree the desired performance culture of Deutsche Börse. At the same time, if
net income declines slightly the Supervisory Board considers the floor to be appropriate for the one-year
performance period in the remuneration system 2020.
Target achievement 0-250%
Such net income fluctuations are often also based on external factors and should not lead to a total loss
of the performance bonus.
128
+15
+7.5 +10
0
-10
-20
-30
Double-digit
growth
57.14
100
133.33
200
250
Target achievement (%)
Target achievement curve of the adjusted net income of the performance bonus
in the remuneration system 2020
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Where net income remains stable (i.e. unchanged year-on-year), this is deemed to represent a target
achievement rate of 57.14 per cent, while a 7.5 per cent increase is equivalent to a target achievement
rate of 100 per cent (target value). Net income growth of 18.75 per cent or more corresponds to a 250
per cent target achievement rate (cap) to reward above-average net income growth even more. This
means that there is a stronger incentive to achieve net income growth of between 7.5 per cent and
18.75 per cent.
+18.75
<3
Breakdown of the performance bonus
23%
23%
28%
29%
<3
100%
Pay for Performance
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
126
The following overview illustrates the pay-for-performance aspect as the central idea behind the
Executive Board remuneration of Deutsche Börse based on the minimum target achievement, a target
achievement of 100 per cent and the maximum target achievement using the example of an Ordinary
Board Member (remuneration system 2020, not taking into account the share price performance):
Payment after the five-year performance period in three equal
tranches with an obligation to invest in the shares
Total target achievement: 0-250%
Performance share plan with a performance period of five years
Performance criteria: Adjusted net income growth, relative total
shareholder return (TSR) vs. constituents of STOXX Europe
600 Financials Index
Performance shares
■Total target achievement: 0-233.33% (remuneration system
2020) resp. 0-200% (remuneration system 2016)
■50% payout after the respective fiscal year (cash component)
50% obligation to invest in shares with three-year holding
period (share-based performance bonus)
28%
Overall target achievement (0-233.33%)
23%
15%
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
127
One-third reflects the Executive Board members' individual performance, which is assessed particularly
with a view to whether strategic and operating targets with strategic relevance were achieved. This way,
the performance bonus recognizes the implementation of Group Deutsche Börse's business strategy, thus
contributing to the company's long-term development. Once the Supervisory Board has determined the
overall extent to which Board members have met their targets using these two components, it may then
review this figure and adjust it using a performance multiplier in exceptional situations if so required;
this can be done either for individual Executive Board members or for the Executive Board as a whole.
The total performance bonus is paid out in cash, at the latest together with the regular salary payment
for the calendar month following the approval of Deutsche Börse AG's consolidated financial statements
for the year. To strengthen the long-term incentive effect, the Executive Board members are obliged to
invest 50 per cent of the total payout after tax in Deutsche Börse AG shares, which they have to hold for
at least three years.
Two-thirds of the bonus reflect the increase in adjusted net profit attributable to Deutsche Börse AG
shareholders for the remuneration year concerned (hereinafter referred to as net income) and thus reflect
the strategic growth orientation of Deutsche Börse.
Based on the PBP, a performance bonus with a certain target value is indicated to the Executive Board
members for each year. The extent to which Executive Board members have met their targets for the
performance bonus is determined for each financial year on the basis of the PBP. The basic assessment
procedure is based on two components:
The performance bonus is split 50:50 between a share-based component (share-based performance
bonus) and a cash component.
Principles of the performance bonus
3.2.1 Performance bonus
Performance shares
Share-based performance bonus
Performance bonus (payout after FY)
Base salary
Maximum target achievement
100% target achievement
Minimum target achievement
31%
Performance criteria: Adjusted net income growth, individual
targets, performance multiplier
+30
Net income growth (%)
The adjusted net income growth is also determined independently of the budget by comparing the
adjusted net income growth for the remuneration year with that of the previous year. Target achievement
may range between 0 per cent and 200 per cent: a net income decrease of 20 per cent or more
corresponds to a target achievement of 0 per cent (floor). Stable net income, i.e. unchanged from the
previous year, leads to a target achievement of 75 per cent. A net income increase of 7.5 per cent
corresponds to a target achievement of 100 per cent (target value). An increase in net income of 15 per
cent or more corresponds to a target achievement of 200 per cent (cap).
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
<3
To ensure that the remuneration of the Executive Board follows the principle of pay for performance, the
target direct remuneration (base salary, performance bonus and performance shares) is made up of
around 70 per cent performance-related remuneration components. In addition, around 70 per cent of
the performance-related remuneration has a multi-year assessment basis and is also share-based. This
ensures that the remuneration structure is geared to the sustainable and long-term development of the
company and that the variable remuneration, which is based on the achievement of long-term goals,
exceeds the short-term goals and aligns the interests of the Executive Board with those of the
shareholders.
Base salary accounts for around 30 per cent of the target direct remuneration. The performance bonus,
which is paid out after the respective financial year, accounts for around 22.5 per cent of the target
direct remuneration. The performance bonus, which the members of the Executive Board will not receive
until after three further financial years, also accounts for around 22.5 per cent of the target direct
remuneration. The performance shares account for around 25 per cent of the target direct remuneration.
In addition, the company's share ownership guidelines require Executive Board members to invest a
substantial amount of money in Deutsche Börse AG shares during their term of office.
Overview of the remuneration structure with its short-term and long-term remuneration components
Pay for performance
High variable proportion
(70% of target direct remuneration)
FY 1
FY 2
FY 3
FY 4
FY 5
Base salary
121
approx. 30%
On aggregate, base salary, contractual ancillary benefits, pension contributions, the target value of the
performance bonus and the target value of the performance shares make up the target total
remuneration.
In designing the remuneration structure, the Supervisory Board strives to ensure that the overall
structure of the remuneration of the Executive Board is as uniform as possible. The remuneration system
for Executive Board members consists of non-performance-related and performance-related remuneration
components.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
<3
In accordance with GCGC recommendation G.8, targets and reference parameters set by the Supervisory
Board for variable remuneration components for each new financial year may not be changed
retrospectively.
1.3
Measures to avoid conflicts of interest
Deutsche Börse Group's rules for avoiding and dealing with conflicts of interest are also applicable to the
procedures for determining, implementing and reviewing the remuneration system. Where conflicts of
interest occur in exceptional cases, they must be disclosed. The Board members concerned may be
excluded from discussion and decision-making processes, amongst other consequences. No conflicts of
interest occurred in financial year 2020.
1.4
Applicable remuneration systems in financial year 2020
Executive Board members are remunerated in accordance with the remuneration system applicable to
them. The previous remuneration system for the Executive Board members was adopted by the
Supervisory Board, effective 1 January 2016, and was approved by the Annual General Meeting with
84.19% on 11 May 2016 in accordance with Section 120 (4) AktG (old wording) (hereinafter
"remuneration system 2016"). This remuneration system was adjusted to some extent, effective
1 January 2020, by a Supervisory Board resolution. The adjusted remuneration system was submitted
to the Annual General Meeting on 19 May 2020 for approval in accordance with Section 120a (1) AktG
and was approved by 65.45% (hereafter “remuneration system 2020"). Thereby, the adjusted
remuneration system for the Executive Board applies to all service contracts with Executive Board
members entered into or extended on or after 1 January 2020. Due to the appointment of Ms Heike
Eckert as member of the Executive Board as of 1 July 2020, the remuneration system 2020 has been
applied to her. In accordance with the GCGC 2020 and Section 26j of the Einführungsgesetz zum
Aktiengesetz (Introductory Law to the German Stock Corporation Act, EGAktG), the existing remuneration
system 2016 shall continue to apply to all existing service contracts with members of the Executive
Board. Accordingly, the remuneration system 2016 is applied to Dr Theodor Weimer, Dr Christoph
Böhm, Dr Thomas Book, Dr Stephan Leithner, Mr Gregor Pottmeyer and Ms Hauke Stars.
2.
Overview of the remuneration system for members of the Executive Board
Target remuneration and structure
2.1
The non-performance-related remuneration components consist of the base salary, contractual ancillary
benefits and pension contributions. The performance-related component consists of the performance
bonus as well as the performance shares.
In the remuneration system 2016, the target achievement of adjusted net income growth is determined
as follows:
Performance
approx. 22.5%
50%
Exploring new markets
Gaining market share
Product development and innovation
Business development
Objectives of the corporate strategy
Corporate strategy implementation
Catalogue of performance criterions
The targets are derived from the Group or corporate strategy or its respective parts and include their
implementation. Strategic projects and initiatives can directly serve to implement the corporate strategy,
as can operating measures. The latter can also be agreed as targets if they indirectly contribute to
strategy implementation, for example by creating an essential foundation for the company's structure,
organization, function, and long-term development.
<3
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
129
The individual targets must be demanding and ambitious. Furthermore, they must be specific enough to
allow for target achievement to be measured, i.e., specific figures or expectations for target achievement
are determined. To avoid dilution, not more than four targets per year are set for each Executive Board
member.
The Supervisory Board defines the Executive Board members' individual targets and their weighting for
the upcoming financial year (or as of the appointment date in the event that a member is elected during
the year). Individual targets can also be determined for the entire Executive Board or several Board
members collectively. Individual targets should contribute to an implementation of the corporate strategy
as well as to a long-term, sustainable development at Deutsche Börse Group and can be financial as
well as non-financial. In addition, sustainability targets according to environmental, social and
governance (ESG) criteria are part of the individual targets. The Supervisory Board must select at least
one performance criterion from the catalogue of sustainability topics each year, unless it waives this in
individual cases due to extraordinary circumstances. By setting financial and non-financial targets and
assessing their achievement, the Supervisory Board ensures that the implementation of the corporate
strategy is pursued and sustained and that Deutsche Börse Group's corporate success is taken into
account in a holistic manner.
Adjusted net income growth
Strategic projects
bonus
M&A
Efficiency enhancement
in cash
Performance
approx. 25%
130
Deutsche Börse AG's adjusted net income increased from €1,105.6 million in financial year 2019 to
€1,204.3 million in financial year 2020. It differs from the unadjusted net income (€1,087.8 million)
due to the adjustment for special effects resulting from organisational restructuring measures, among
others from the implementation of the corporate strategy "Roadmap 2020" and M&A activities. In
addition, costs for legal disputes were adjusted.
Two thirds of the performance bonus are based on year-to-year growth in adjusted net income.
Target achievement in the performance bonus in financial year 2020
The performance multiplier for the performance bonus can be used by the Supervisory Board in special
situations when considering additional success and performance aspects not taken into account
sufficiently in the previously determined targets. As such, the performance multiplier can be used e.g. in
the event of mergers, acquisitions or divestments to allow the Supervisory Board to account for any
dilution of equity or to reflect the achievement of qualitative or quantitative targets (especially integration
parameters) when finally assessing the extent to which an Executive Board member has achieved his or
her overall targets. The performance multiplier has a minimum value of 0.8 and a maximum value of
1.2; it is multiplied by the performance assessment for the performance bonus, taking the 233.33 per
cent cap (remuneration system 2016: 200 per cent) into account.
Determining the performance multiplier
Advised by the Nomination Committee, the Supervisory Board assesses the extent to which each
member of the Executive Board has achieved his or her targets after the end of the remuneration year in
question. A floor of O per cent and a cap of 200 per cent have been defined for the target achievement
rate of individual targets.
Carbon emission reduction/considerate use of resources
Reporting and communication
Succession planning
Corporate Social Responsibility
Corporate governance
Compliance
Risk management
Diversity
Customer satisfaction
Employee satisfaction
Sustainability
Liquidity planning
Company structure, organisation, and function
One-year performance period
<3
Performance-related remuneration components
Retirement benefits (part 1)
The pensionable income and the present value of the pension commitments existing as of 31 December
2020, are shown per member of the Executive Board on a consolidated basis in the following tables:
In the event that an Executive Board member becomes permanently incapable of working, the defined
benefit pension agreements for Executive Board members provide for a transitional payment. The
amount of this payment corresponds to the target variable remuneration (performance bonus and
performance shares) in the year in which the event triggering the benefits occurs. It is paid out in two
tranches in the two following years. If an Executive Board member dies, his or her spouse receives 60
per cent of the transitional payment.
Transitional payments
If an Executive Board member dies, his or her spouse receives 60 per cent and each dependent child
receives 10 per cent of the above amount (25 per cent for full orphans), up to a maximum of 100 per
cent of the pension contribution.
Executive Board members with a defined contribution pension plan receive the plan assets that have
accrued at the time when the benefits fall due, plus a supplement corresponding to the full annual
pension contribution that would have been due in the year in which the Executive Board member left the
company's service, multiplied by the number of years between the time at which the benefits fell due
and the Executive Board member reaching the age of 60.
<3
Further information
Notes
Financial statements
Management report | Remuneration report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
124
In the event that a member of the Executive Board becomes permanently incapable of working, the
company is entitled to retire him or her. Executive Board members are deemed to be permanently
incapable of working if they are unable to perform their professional activities for more than six months,
and if they are not expected to regain their capacity to work within a further six months. In such cases,
those Executive Board members who have a defined benefit pension plan receive the amount calculated
by applying the applicable replacement rate to the pensionable income.
A significant component of the pension commitments relates to risk coverage for Executive Board
members in the event of permanent incapacity to work or death.
Benefits in case of permanent incapacity to work and death
Members of the Executive Board who have a defined benefit pension are entitled to an early retirement
pension if the company does not renew their contract, unless the reasons for this are 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 applicable replacement rate to the pensionable income. Once again, a
precondition is that the Executive Board member served on the Executive Board for at least three years
and was reappointed at least once. Members of the Executive Board who have a defined contribution
pension are not eligible for an early retirement pension.
After reaching the contractually agreed retirement age, members of the Executive Board covered by the
defined benefit pension system receive the replacement rate of their individual pensionable income as a
pension. A precondition for this is that the Executive Board member in question served on the Executive
Board for at least three years and was reappointed at least once. As with the defined contribution
pension system, the pensionable income is determined and regularly reviewed by the Supervisory Board.
The replacement rate depends on the Executive Board member's term of office and the number of
reappointments and amounts to a maximum of 50 per cent. Payout terms and vesting rules are in line
with those applicable for the defined contribution pension system.
Defined contribution system
Among the active members of the Executive Board, the defined benefit pension system only applies to Dr
Thomas Book.
Pensionable
Replacement rate
2,026.2
40.0
50.0
1,200.0
Theodor Weimer
€ thous.
2019
2020
€ thous.
€ thous.
as at
31 Dec
2019
as at
31 Dec
2020
€ thous.
31 Dec
2019
%
2020
%
€ thous.
2020
as at
as at
31 Dec
Pension expense
Present value/defined
benefit obligation
income
Defined benefit pension system
Pension entitlements are vested in accordance with the Betriebsrentengesetz (German Company
Pensions Act).
Within the framework of the defined contribution pension system, the company makes an annual capital
contribution to the scheme for each calendar year that a member serves on the Executive Board. This
contribution is determined by applying an individual contribution rate to the pensionable income. The
pensionable income is determined and regularly reviewed by the Supervisory Board. The annual capital
contributions calculated in this way bear interest of 3 per cent per annum. Benefits are generally paid in
the form of a monthly pension; however, Executive Board members have the option of choosing a one-off
capital payment or five instalments.
Maximum remuneration
2.2
<3
Further information
Performance bonus
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
is long-term and share-based
Approx. 70% of the variable remuneration
Long-term
122
300%/200% (CEO / OBM) of the base salary
Share ownership
guidelines (SOG)
ancillary benefits
Contractual
Pension
contribution
Performance period of 5 years
50% share-based with 3-year
holding period
The maximum annual remuneration - comprising base salary, variable remuneration components,
ancillary benefits and pension expenses - is capped at an aggregate gross amount of €9.5 million (total
cap) for each Executive Board member. In the remuneration system 2016, ancillary benefits are not
included in the maximum remuneration, whereas they are included in the remuneration system 2020.
In the interest of shareholders, the company will continue to provide competitive incentives for
outstanding personal performance and the company's long-term sustainable success to Executive Board
members, whilst preventing any unintended excesses which might otherwise be possible.
3.
3.1
The defined contribution pension system applies to Dr Theodor Weimer, Dr Christoph Böhm, Ms Heike
Eckert, Dr Stephan Leithner and Mr Gregor Pottmeyer.
<3
Defined contribution pension system
Further information
Notes
Management report | Remuneration report
Financial statements
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
123
The members of the Executive Board are generally entitled to receive retirement benefits upon reaching
the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time - for Dr
Thomas Book, this applies on reaching the age of 63. The Supervisory Board reviews and determines
the pensionable income that is used as the basis for retirement benefits. Executive Board members
normally receive a defined contribution pension. An exception to this rule applies to members of the
Executive Board who continue being subject to an existing agreement from prior appointments within
Deutsche Börse Group and may therefore receive a defined benefit pension instead. Among the active
members of the Executive Board, the defined benefit pension system only applies to Dr Thomas Book.
957.3
As a further non-performance-related component of the remuneration system, the members of the
Executive Board receive coverage for old-age as well as in the event of their incapacity to work and
death.
3.1.3
Contractual ancillary benefits are granted to members of the Executive Board, such as the provision of an
appropriate company car for business and personal use. They also receive taxable contributions towards
private pensions. In addition, the company may take out insurance cover for them (within reason).
Currently this includes personal accident insurance and directors & officers (D&O) insurance for
Executive Board members. Other ancillary benefits may include a temporary or permanent
reimbursement of expenses for a second household, journeys home, moving costs, cost coverage for
security measures, the use of car pool vehicles or transport services.
Contractual ancillary benefits
3.1.2
The members of the Executive Board receive a fixed base salary, which is payable in twelve equal
monthly instalments. When determining the amount of the base salary, the Supervisory Board is guided
by the knowledge and experience of the respective member of the Executive Board relevant for the tasks.
Base salary
Non-performance-related remuneration components
The remuneration components in detail
3.1.1
Provisions for retirement and risk protection
1,126.8
Notes
Christoph Böhm
Total
Thomas Book
Defined benefit system
€ thous.
€ thous.
€ thous.
2019
2020
2019
as at
31 Dec
as at
31 Dec
2020
€ thous.
2019
%
2020
%
€ thous.
2020
31 Dec
as at
as at
31 Dec
Pension expense
500.0
50.0
50.0
500.0
466.2
Principles of the performance-related remuneration components
The performance-related remuneration components account for the majority of the remuneration of
Executive Board members. The performance-related remuneration is divided into a performance bonus
and performance shares. In order to ensure the sustainable and long-term development of Deutsche
Börse and to align the interests of the Executive Board and shareholders, the performance-related
remuneration components are mainly designed to be multi-year and share-based. Performance-related
remuneration is largely calculated on a long-term basis, with various performance criteria being assessed
over a period of five years (performance shares) or four years (share-based performance bonus: one-year
performance period and three-year holding period for shares to be invested). The cash component of the
performance bonus (annual payout) is the only short-term variable remuneration component.
<3
Performance-related remuneration components
3.2
Further information
Notes
Financial statements
Present value/defined
benefit obligation
Management report | Remuneration report
125
384.9
514.8
384.9
514.8
6,992.8
6,992.8
7,354.1
7,354.1
50.0
50.0
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Replacement rate
approx. 22.5%
Retirement benefits (part 2)
378.3
643.7
976.2
48.0
48.0
500.0
Stephan Leithner
218.3
208.2
40.0
500.0
Heike Eckert
419.6
386.7
856.0
48.0
48.0
Pensionable
income
500.0
406.1
Gregor Pottmeyer
513.3
48.0
500.0
1,863.6
8,589.3
2,708.0
3,700.0
Total
274.4
280.6
2,312.6
2,376.7
11,054.2
40.0
500.0
Hauke Stars
297.3
317.3
4,162.4
4,610.9
40.0
48.0
Executive Board member
growth
Performance multiplier
Theodor Weimer
119.1%
130.0%
119.1%
1.2
Christoph Böhm
100.0%
112.7%
1.0
Thomas Book
119.1%
122.7%
Total target achievement
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Target achievement
adjusted net income
In the area of individual targets, CEO Dr Theodor Weimer was measured against the development and
acceptance of the new, multi-year corporate strategy "Compass 2023".
120.0%
The performance of the Executive Board members Dr Thomas Book and Dr Stephan Leithner was
assessed in particular on the basis of their business results within the budget targets.
As CFO, Mr Gregor Pottmeyer was responsible for organising the CFO function smoothly and efficiently
and planning its future strategic direction.
Ms Heike Eckert took over responsibility for “HR and Compliance" and the function of Labour Director on
1 July 2020. Her individual target for 2020 was to familiarize herself quickly and effectively with these
central areas.
In the CIO/COO department, led by Dr Christoph Böhm, the primary responsibility was to ensure
operational stability.
The Nomination Committee of the Supervisory Board and the Supervisory Board discussed the
individual targets in detail. A decision on their achievement was made on the basis of a detailed
presentation and assessment of the performance of the Executive Board members collectively and
individually.
Individual target
achievement
The performance multiplier was determined on the basis of the general target achievement with respect
to the collective targets and the respective contribution of each Executive Board member.
132
Management report | Remuneration report
Financial statements
Notes
Further information
<3
Target achievement Performance Bonus 2020
The following table summarizes the target achievement resulting from the adjusted net income growth
and the individual targets, as well as the individual performance multiplier and the resulting total target
achievement for each member of the Executive Board:
119.4%
1.0
Heike Eckert
Performance shares
At the beginning of each financial year, the performance share plan (PSP) allots a potential number of
so-called performance shares to each member of the Executive Board. The number of initial (phantom)
performance shares thus allotted is determined by dividing the amount of the individual target
remuneration (in euros) by the average Xetra® closing price of Deutsche Börse shares in the calendar
month preceding the start of the performance period. Target achievement regarding performance shares
is determined after the end of a five-year performance period. The respective target achievements are
assessed on the basis of two components: firstly, the adjusted net income growth over the five-year
period, and, secondly, the relative total shareholder return (TSR) for Deutsche Börse shares compared to
the TSR for the STOXX® Europe 600 Financials index (the industry benchmark) during the same period.
The PSP thus supports the implementation of the growth-oriented corporate strategy on the one hand
and especially Deutsche Börse AG's long-term development via the long-term performance period on the
other. The final number of phantom performance shares is determined from the total target achievement
rate for net income growth and TSR performance during the performance period, multiplied by the
number of phantom performance shares granted at the outset. The final number of phantom
performance shares determined in this manner is multiplied by the average XetraⓇ closing price for
Deutsche Börse shares in the calendar month preceding the end of the performance period. Thus, the
performance of the Deutsche Börse share over the five-year performance period is also taken into
account. This results in the amount to be paid out to purchase the shares (adjusted for the dividends per
share paid out during the performance period).
Each payout amount is generally due in three equal instalments: the first instalment is due at the latest
together with the regular salary payment for the calendar month following the approval of Deutsche
Börse AG's consolidated financial statements for the year after the end of the performance period in
question; the second and third instalments are due at the corresponding dates in the two years
subsequent to the payment of the first instalment. The members of the Executive Board are obliged to
invest the amount paid out after tax in Deutsche Börse AG shares.
133
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
3.2.2
Notes
Breakdown of the Performance Shares
Individual target
remuneration in €
Closing price of
Deutsche Börse
share
=
Share price development
Further information
1.1
The focus of the targets to be met collectively by the Executive Board was on sustainability. On the one
hand, the Executive Board was responsible for increasing employee satisfaction and implementing the
multi-year people strategy. On the other hand, it had to set up a monitoring system for measuring and
improving sustainability performance in the environmental, social and governance (ESG factors) matters
within Deutsche Börse Group.
100.0%
119.1%
110.0%
116.1%
1.0
Stephan Leithner
119.1%
120.0%
112.7%
119.4%
Gregor Pottmeyer
119.1%
120.0%
119.4%
1.1
Hauke Stars
119.1%
1.1
Business activities were to be managed by the Executive Board in such a way that, in particular,
professional handling of the extensive and diverse regulatory standards of Deutsche Börse Group was
assured and, if necessary, improvement measures were implemented.
995.0
Further information
101.7
1,105.6
8.9%
The adjusted net income achieved corresponds to a growth of 8.9 per cent. This results in a target
achievement of 119.1 per cent in the remuneration system 2020 as well as in the remuneration system
2016:
Adjusted net income growth in the remuneration system 2020
Lower limit
100% value
Upper limit
Actual value
Adjusted net
income 2020
€m
Adjusted net
income growth
compared to
2019
Target
884.5
-20.0%
1,003.9
Adjusted net income growth
€m
<3
FY 1
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Adjusted net income growth
0.0%
2020
Net income
Adjustments
Adjusted net income
1,087.8
116.5
1,204.3
2019
€m
<3
1,188.5
100.0%
100.0%
1,312.9
1,204.3
18.75%
250.0%
8.9%
119.1%
In addition, one third of the performance bonus is based on individual targets. These include both
collective and individual targets. At the beginning of financial year 2020, four individual targets were set
for each Executive Board member.
The targets to be met collectively by the Executive Board included the implementation of the corporate
strategy "Roadmap 2020", steering business activities in particular with regard to regulation applicable
throughout the Group, and sustainability targets.
In order to implement the corporate strategy "Roadmap 2020", one requirement was for the Executive
Board to achieve a structural growth target. At the same time, inorganic growth opportunities were to be
encouraged in the context of the defined roadmap.
131
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
7.5%
1,188.5
0.0%
-10.0%
1,271.4
15.0%
200.0%
1,204.3
8.9%
119.1%
Adjusted net income growth in the remuneration system 2016
7.5%
Lower limit
Upper limit
Actual value
Adjusted net
income 2020
Adjusted net
income growth
€m
compared to
2019
Target
achievement
100% value
achievement
2,098.8
FY 4
Tranche 2018
17,341
5,344
11,997
Tranche 2019
13,035
3,647
9,388
Tranche 2020
13,353
FY 3
Number of
phantom shares
number of
phantom
shares since
the grant date
Adjustments of
Number of
phantom shares
on the
grant date
<3
Heike Eckert
Hauke Stars
Gregor Pottmeyer
as at
12,847
26,200
Total 2018 to 2020 tranches
4,769
Tranche 2019
5,180
1,449
3,731
Tranche 2020
14,947
Total 2018 to 2020 tranches
1,882
923
959
Tranche 2018
7,450
2,282
5,168
Tranche 2019
5,615
1,571
4,044
Tranche 2020
56,576
Stephan Leithner
Thomas Book
Christoph Böhm
Theodor Weimer
1,567.6
Gregor Pottmeyer
557.0
430.3
1,092.7
535.7
Stephan Leithner
513.9
396.9
1,008.4
494.5
Thomas Book
330.2
287.9
759.8
429.6
1,553.6
3,696.5
1,554.7
Christoph Böhm
Theodor Weimer
5,623.4
2,123
2,191.4
Hauke Stars
Number of phantom shares
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
138
11,340.8
6,881.9
17,387.7
6,046.9
0.0
0.0
30.7
30.7
Summe
Heike Eckert
3,742.1
2,021.8
5,176.2
1,434.1
4,055.8
6,892
Tranche 2018
2,655
139
213,379
Total 2016 to 2020 tranches
2,591
Total 2020 tranche
2,591
725
1,866
Tranche 2020
49,327
Total 2016 to 2020 tranches
13,911
7,316
6,595
Tranche 2016
13,361
6,474
6,887
Tranche 2017
10,413
5,106
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
5,307
Management report | Remuneration report
Notes
140
Dr Stephan Leithner will be evaluated on 31 December 2021 at the latest. In case of Ms Heike Eckert,
the build-up period ends on 31 December 2023.
31 December 2020 respectively and were found to comply with the share ownership guidelines.
Compliance with regard to the shareholdings of Dr Christoph Böhm, Dr Thomas Book and
In each case, such shareholdings must be built up over a three-year period. The shareholdings of
Mr Gregor Pottmeyer and Dr Theodor Weimer were evaluated as of 31 December 2018 and
For members of the Executive Board, the share purchase agreed upon under the performance bonus
plan and the performance share plan, as well as any share purchase from private funds, must be settled
by a service provider appointed by Deutsche Börse AG and assigned by the beneficiary; the service
provider invests the investment amounts in Deutsche Börse AG shares on behalf of the beneficiary
independently, i.e. without any influence from the beneficiary or the company. The share purchase takes
place during the first four trading days (consecutive calendar days) in June every year.
Shares belonging to the following three categories are used to assess compliance with the share
ownership guidelines: shares purchased from the performance bonus; shares received under the
allocation of performance shares; and shares held in private ownership.
300%
200%
200% of the base salary
300% of the base salary
100%
0%
Executive Board
members
CEO
Share Ownership Guidelines
Deutsche Börse's share ownership guidelines are a key element in order to ensure that remuneration for
the Executive Board is further aligned with the shareholders' interest as well as the long-term corporate
performance of Deutsche Börse AG, as provided for by the strategy. Under these guidelines, members of
the Executive Board are obliged to continuously hold a multiple of their average gross base salary in
Deutsche Börse AG shares during their term of office. A multiple of three applies to the CEO, and a
multiple of two to the other Executive Board members.
In addition, the company's share ownership guidelines, being part of the remuneration system, require
Executive Board members to invest a substantial amount of money in Deutsche Börse AG shares during
their term of office.
<3
Share ownership guidelines
4.
Further information
Financial statements
2,141.8
Tranche 2018
2,124
1,571
4,044
Tranche 2020
18,728
Total 2018 to 2020 tranches
5,643
2,767
2,876
Tranche 2018
7,470
2,302
5,168
Tranche 2019
5,615
1,571
4,044
Tranche 2020
17,281
Total 2018 to 2020 tranches
5,209
2,554
5,615
6,892
Tranche 2019
2,302
4,768
Tranche 2019
4,750
1,329
3,421
Tranche 2020
53,929
Total 2016 to 2020 tranches
15,077
7,929
7,148
Tranche 2016
14,481
7,017
7,464
Tranche 2017
11,286
5,534
5,752
Tranche 2018
7,470
5,168
€ thous.
31 Dec 2020
Carrying
amount as at
the balance
sheet date
Number of performance
Grant of the PSP tranche 2020
The PSP tranche 2020 was granted at the beginning of the financial year 2020. The relevant allocation
price for the PSP tranche 2020 was €138.48. The performance period of the PSP tranche 2020 ends
on 31 December 2024. The individual target value, the allocation price, the number of phantom
performance shares granted and the possible maximum number of performance shares at the end of the
performance period can be summarized as follows for the individual Executive Board members:
Grant of the PSP tranche 2020
Notwithstanding this target achievement curve, the maximum possible target achievement of 250 per
cent is reached in the remuneration system 2016 as soon as Deutsche Börse AG's TSR ranks in the top
20 per cent of companies in the index - in other words, if it is in the 80th percentile of the index or
higher.
Relative TSR vs index (percentile rank)
90th
70th 75th
60th
50th
(median)
0
50
100
150
175
200
250
Target achievement (%)
Target achievement curve TSR performance in the renumeration system 2020
<3
Further information
Executive Board member
Notes
Target value € thous.
shares granted
4,665
1,866
138.48
258.3
Heike Eckert
9,328
3,731
138.48
516.7
Thomas Book
10,110
4,044
138.48
560.0
Christoph Böhm
23,470
Maximum number of
performance shares
possible (250% target
achievement)
9,388
138.48
1,300.0
Theodor Weimer
Share price at grant €
Stephan Leithner
Financial statements
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
134
The Supervisory Board determines and sets the target achievement rate for adjusted net income growth
at the end of each financial year during the five-year performance period. The target achievement rate at
the end of the performance period in question is the average of the annual target achievement rates for
each of the five years. Target achievement rates may range between 0 and 250 per cent. If net income
declines or remains unchanged year-on-year, this is deemed to represent a target achievement rate of 0
per cent (floor), while a 7.5 per cent increase corresponds to a target achievement rate of 100 per cent.
Net income growth of 18.75 per cent (remuneration system 2020) or more corresponds to a 250 per
cent target achievement rate (cap). The target achievement curve is completely linear between floor and
cap.
Adjusted net income growth for the performance shares
Final number
of (phantom)
performance
shares
Closing price of
Deutsche Börse
share + dividends
Payout amount
for acquisition
of shares (due in
three instalments)
Weighting: 50%
net income growth
Adjusted
Target achievement 0-250%
+
<3
Weighting: 50%
TSR performance vs.
index companies
Target achievement 0-250%
Initial number
of (phantom)
performance shares
granted
Overall target achievement (0-250%)
Performance period (5 years)
FY 5
Financial statements
Management report | Remuneration report
Notes
<3
135
The total shareholder return (TSR) performance for Deutsche Börse shares is derived from Deutsche
Börse AG's ranking relative to the companies included in the STOXX® Europe 600 Financials index. The
target achievement rates for Executive Board members can range from O per cent (floor) to 250 per cent
(cap): A O per cent target achievement rate is assumed where Deutsche Börse AG's five-year relative
TSR does not exceed the median, i.e. where it is lower than that for at least half of the index
constituents. Where Deutsche Börse AG's TSR has performed in line with 60 per cent of index
constituents, this represents a target achievement rate of 100 per cent. The cap of 250 per cent target
achievement is reached when the TSR for Deutsche Börse shares equals or exceeds the TSR of 90 per
cent (remuneration system 2020) of the companies included in the benchmark index. The target
achievement curve for TSR performance is thus completely linear. The ambitious target achievement
curve, with payouts only starting once half of the index companies have been outperformed, the
Supervisory Board also emphasizes the pay-for-performance aspect of Executive Board remuneration in
terms of total shareholder return.
TSR performance
Notwithstanding this target achievement curve, net income growth of 15 per cent or more corresponds
to a target achievement of 250 per cent (cap) in the remuneration system 2016.
Net income growth (%)
+18.75
+15
+10
+7.5
+5
Double-digit
growth
(total)
-10
50
100
133.33
150
200
250
Target achievement (%)
Target achievement curve of the adjusted net income growth of the performance shares
in the remuneration system 2020
Further information
560.0
-5
4,044
13,911
210.9%
6,595
2,274.7
138.22
15,077
thous.
period €¹)
amount €
138.22
Payout
performance
shares
Total target
achievement
210.9%
7,148
78.35
78.35
shares
granted
Share price
at grant €
€ thous.
560.0
516.7
Hauke Stars
Gregor Pottmeyer
the end of
performance
1) Plus dividends paid per share of €12.65 during the performance period.
The payout of the PSP tranche 2016 will be made in three equal tranches.
137
138.48
€ thous.
Expense
recognised
(total)
€ thous.
(total)
the balance
sheet date
amount as at
Carrying
€ thous.
(total)
Expense
recognised
2019
<3
2020
2020 total expense for share-based payments
Additional information
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Target value
in office in financial year
2020
FY 2
Number of
performance
Payout of the PSP tranche 2020
For the performance criterion "adjusted net income growth", an average target achievement of 171.8 per
cent was determined for financial years 2016 to 2020. For the performance criterion "TSR
performance", the target achievement was 250.0 per cent for the five-year performance period
(1 January 2016 until 31 December 2020). Consequently, a total target achievement of 210.9 per cent
was achieved in the PSP tranche 2016.
The five-year performance period of the 2016 PSP tranche ended at the end of financial year 2020.
<3
Payout of the PSP tranche 2016
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Adjusted net income
growth
136
138.48
473.6
Hauke Stars
10,110
4,044
138.48
560.0
Gregor Pottmeyer
10,110
Final number Share price at
of
3,421
Target achievement
8,553
TSR performance
PSP tranche 2016
Executive Board members
The following table provides a summarized overview of the key elements of the PSP tranche 2016:
250.0%
210.9%
171.8%
Target
achievement
16
Percentile rank
108.6%
139.4%
2016
111.3%
250.0%
Total target
achievement
PSP tranche
0
2016
2020
2019
2018
250.0%
2017
2020
(min)
€ thous.
Further information
<3
As in previous years, the remuneration amounts are reported individually on the basis of the sample
tables "benefits granted" and "benefits received" in the version of the GCGC dated 7 February 2017, in
order to ensure a transparent presentation of the respective grants and inflows for the financial years
2020 and 2019.
Benefits granted (part 1)
Ancillary benefits
Christoph Böhm
(CIO/COO)
Fixed remuneration
Total
2020
€ thous.
1,500.0
Notes
Theodor Weimer
(CEO)
Financial statements
7.2
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
142
The following tables contain the figures for the individual Executive Board remuneration components
mentioned above for financial years 2020 and 2019. The information disclosed in accordance with
Section 314 HGB is shown in the "Benefits received" tables.
Individual disclosure of the Executive Board remuneration
8.
In financial year 2020, Dr Thomas Book received a part of his remuneration from Eurex Frankfurt AG
from 1 January 2020 to 30 June 2020.
Remuneration from group companies
Further contractual terms
The company did not grant any loans or advances to members of the Executive Board during financial
year 2020, and there are no loans or advances from previous years to members of the Executive Board.
Loans to Executive Board members
7.1
7.
2020
(max)
Management report | Remuneration report
2019
61.4
1,561.4
2020
(min)
One-year variable remuneration
787.1
67.1
55.3
775.3
55.3
775.3
775.3
1,526.8
55.3
26.8
According to remuneration system 2020, any severance payments will also be offset against
compensation, in addition to pension agreement benefits.
1,561.4
1,561.4
61.4
61.4
720.0
720.0
720.0
720.0
1,500.0
1,500.0
1,500.0
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
€ thous.
2019
2020
(max)
2020
The company may waive the post-contractual non-compete clause before the Executive Board member's
contract of service ends.
Recovery (clawback) or reduction (malus) of variable remuneration
A post-contractual non-compete clause applies to members of Deutsche Börse AG's Executive Board.
This means that the Executive Board members in question are contractually prohibited from acting for a
competing company, or from undertaking competing activities, for one year following the end of their
service.
145.0%
1,440.0
200.0%
31 December 2020
End of build-up period
Percentage of base
salary
327.0%
4,500.0
300.0%
Amount € thous.
Percentage of base salary
<3
Gregor Pottmeyer
Stephan Leithner
31 December 2021
Heike Eckert
Christoph Böhm
Theodor Weimer
member
Executive Board
Required
Share Ownership Guidelines
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
0.0
Cash component performance bonus
(50%)
Thomas Book
200.0%
1,300.0
200.0%
Post-contractual non-compete clause
6.3
According to the remuneration system 2016, in the event of a change of control, the following rules
apply: 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 taking effect because his or her position as a member
of the Executive Board is negatively impacted to a significant degree as a result of the change of control,
the Supervisory Board may decide at its discretion whether to grant a severance payment in the above-
mentioned amount. In the case of a change of control, all current performance periods shall end on the
day on which the contract of service is terminated. The corresponding performance shares will be settled
early.
According to the remuneration system 2020, there is no provision for a change of control.
<3
Change of Control
6.2
Further information
Notes
Financial statements
Management report | Remuneration report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
141
Performance bonus claims and performance shares that have been granted will lapse if the company
has good cause for an extraordinary termination of the Executive Board member's employment or if an
Executive Board member terminates his or her contract before the end of the performance period without
good cause and without reaching a mutual agreement.
In the event that an Executive Board member's contract of service is terminated early for a reason other
than good cause, any payments made to the Executive Board member may not exceed the remuneration
for the residual term of his or her contract of service, and may also not exceed the value of two total
annual remuneration payments (severance cap). The payment is calculated on the basis of the total
remuneration for the past financial year and, where appropriate, the expected total remuneration for the
current financial year.
6.1
Severance payments
Termination of the service contract
6.
In financial year 2020 Deutsche Börse AG did not recover or reduce any variable remuneration
components.
On the basis of the service contract for Executive Board members and the remuneration system 2020
the Supervisory Board is entitled in events of serious misconduct by Executive Board members to
demand repayment of all or part of the variable remuneration under the performance bonus plan or the
performance share plan (compliance clawback), or to reduce variable remuneration not yet disbursed
accordingly (compliance malus). Any such clawback is limited to the calendar year in which the reason
for the claim arose. The Supervisory Board is entitled to assert a clawback claim even after an Executive
Board member has left the company, for a period of up to two years following termination of the service
contract. Any claims for damages remain unaffected by the clawback of variable remuneration.
5.
31 December 2021
31 December 2023
31 December 2021
31 December 2018
166.0%
0.0%
165.0%
317.0%
1,440.0
200.0%
1,440.0
200.0%
1,300.0
Compensation of 75 per cent of the member's final fixed remuneration and 75 per cent of his or her
final cash bonus is payable during the non-compete period. Pension agreement benefits are offset
against the compensation. In addition, 50 per cent of other earnings are deducted if these - together
with the compensation - exceed the Executive Board member's final remuneration.
Status quo
1,100.0
1,100.0
less pension expense
-1,126.8 -466.2
-386.7
-419.6
-514.8
-384.9
-218.3
Total remuneration (section 314 of the
HGB)
6,101.0 5,857.6 2,597.7 2,994.1 2,555.9 2,585.7 1,195.4
Number of phantom shares"
9,388 11,998
4,044
5,168
less variable share component
3,731
1,866
145
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
Benefits received (part 2)
Fixed remuneration
Ancillary benefits¹)
Total
<3
Stephan Leithner
4,769
Gregor Pottmeyer
(CFO)
258.3
516.7
(50%, 3-year holding period)
1,619.8 1,515.4
631.2
823.5
678.5
693.7
299.8
Performance shares 2016 (5-year
term)²)
Total
4,801.0 4,557.6 2,037.7
2,434.1 2,039.2 2,069.0
937.1
Pension expense
2,200.0
1,126.8
386.7
419.6
514.8
384.9
218.3
Total remuneration (German Corporate
Governance Code)³)
5,927.8 5,023.8 2,424.4
2,853.7 2,554.0 2,453.9
1,155.4
plus performance shares
1,300.0 1,300.0
560.0
560.0
466.2
Share component performance bonus
Hauke Stars
Total4)
209.4
5,188.7 5,169.4
One-year variable remuneration
Cash component performance bonus
(50%)
735.4
771.5
735.4
732.2
291.2
Multi-year variable remuneration
735.4
771.5
1,493.6
732.2
680.1
641.0
Share component performance bonus
(50%, 3-year holding period)
735.4
771.5
735.4
732.2
291.2
643.4 4,991.3 5,179.7
Performance shares 2016 (5-year
term)²)
758.2
Total
2,208.1
643.4 4,991.3 5,179.7
643.4 6,099.3 5,179.7
(until 30 June 2020)
339.8
755.2
2020
2019
€ thous.
€ thous.
2020
€ thous.
2019
€ thous.
720.0
720.0
720.0
720.0
2020
€ thous.
325.0
2019
2020
754.5
€ thous.
2019
€ thous.
650.0
4,960.0
4,960.0
17.3
19.3
35.2
34.5
14.8
30.1
228.7
737.3
739.3
€ thous.
2,282.3 2,984.2
299.8
678.5
Share component performance bonus
(50%, 3-year holding period)")
Performance shares (5-year term)²)
Total
Pension expense
Total remuneration
258.3
0.0
no max.
516.7
258.3
1,114.7
140.3
0.0
no max.
1,033.4
516.7
no max.
2,230.2
140.3
274.4
1,255.0
480.1
9,500.0³) 2,504.6
1) The level of target achievement is capped at 200 per cent in the remuneration system 2016. The level of target achievement is capped at 233.3 per cent in the
remuneration system 2020. No cap on the share price performance - therefore, no maximum can be stated (no max.).
For more information, please refer to the "Corporate governance statement" section.
2) The target achievement rates for net income and total shareholder return, and for the maximum number of performance shares are all capped at 250 per cent. No
cap on the share price performance - therefore, no maximum can be stated for the individual remuneration components (no max.).
For more information, please refer to the "Corporate governance statement" section.
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
144
339.8
140.3
Deutsche Börse Group | Annual report 2020
no max.
516.6
2020
2020
(min)
(max)
2019
€ thous.
€ thous.
€ thous.
€ thous.
325.0
325.0
325.0
650.0
0.0
14.8
14.8
30.1
339.8
339.8
339.8
680.1
One-year variable remuneration
Cash component performance bonus (50%)
258.3
0.0
516.7
516.7
Multi-year variable remuneration
14.8
693.7
Executive and Supervisory Boards
Financial statements
325.0
61.4
26.8
55.3
67.1
32.2
31.6
12.5
1,561.4
1,526.8
775.3
787.1
682.2
€ thous.
681.6
One-year variable remuneration
Cash component performance bonus
(50%)
1,619.8
1,515.4
631.2
823.5
678.5
693.7
299.8
Multi-year variable remuneration
1,619.8 1,515.4
631.2
823.5
337.5
Management report | Remuneration report
2019
€ thous.
650.0
Notes
Further information
<3
In financial year 2020, the maximum remuneration paid to an Executive Board member amounts to
€5.9 million, i.e. the maximum remuneration was not reached.
Benefits received (part 1)
Fixed remuneration
Ancillary benefits¹)
Total
Theodor Weimer
(CEO)
Christoph Böhm
(CIO/COO)
Thomas Book
Heike Eckert
(Director of Labour
Relations,
2020
€ thous.
since 1 July 2020)
2019
2020
2019
€ thous.
€ thous.
€ thous.
€ thous.
1,500.0
1,500.0
720.0
720.0
2020
€ thous.
650.0
2019
2020
2020
2,218.9
1,108.0
1,966.9 16,279.3 15,528.8
full year
120.0
114.0
Nadine Absenger
43.7
1 Jan-8 May
Ann-Kristin Achleitner
full year
full year
156.0
147.0
Markus Beck
Richard Berliand
full year
Karl-Heinz Flöther
Susann Just-Marx
62.3
1 Jan-8 May
full year
full year
136.3
146.0
1 July-31 Dec
82.0
full year
full year
144.0
139.0
Andreas Gottschling"
Achim Karle
257.0
full year
Further information
<3
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of
€1,000 for each Board or committee meeting that they attend in person, either as a member or as a
guest. Where two or more meetings are held on the same day or on consecutive days, the attendance
fee is only paid once.
After preparation by the nomination committee, the Supervisory Board examines, on a regular basis,
whether its members' remuneration is appropriate, given their tasks and the situation of the company.
For this purpose, the Supervisory Board shall conduct a horizontal market comparison, and may seek
the advice of an independent external expert. In view of the special nature of the work of the Supervisory
Board, when reviewing the remuneration of the Supervisory Board, usually no vertical comparison with
the remuneration of employees of Deutsche Börse AG or Deutsche Börse Group is conducted.
Depending upon the result of the comparative analysis and the Supervisory Board's assessment of this
result, the Supervisory Board and the Executive Board may submit a joint proposal to the Annual
General Meeting for adjustments to Supervisory Board remuneration. Irrespective of such a proposal the
Annual General Meeting passes a resolution on the remuneration of Supervisory Board members
(including the underlying remuneration system) every four years at the latest according to Section 113
(3) AktG; the relevant resolution may also confirm the current remuneration.
149
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
Financial statements
Notes
Further information
2.
109.2
Remuneration of the Supervisory Board members for financial year 2020
2020
2019
20202)
20192)
T€
T€
full year
full year
259.0
143.7
Martin Jetter (Chairman)
Joachim Faber (former Chairman³)
1 Jan-19 May
Supervisory Board remuneration¹)
Notes
Cornelis Johannes Nicolaas Kruijssen
full year
68.7
Clara-Christina Streit
Jutta Stuhlfauth (Deputy Chairperson)
Gerd Tausendfreund
Amy Yip
Total
full year
full year
195.3
181.0
full year
full year
116.0
113.0
107.0
full year
140.0
129.5
2,509.8
2,350.6
1) The recipient of the remuneration is determined individually by the members of the Supervisory Board.
2) Remuneration including individual attendance fee.
3) Left the Supervisory Board on 19 May 2020.
5) Left the Supervisory Board on 30 June 2020.
4) Appointed to the Supervisory Board by court order on 1 July 2020.
6) Elected to the Supervisory Board on 19 May 2020.
No agreements for advisory and agency services had been entered into in the reporting period with
members of the Supervisory Board, or with companies that employ members of the Supervisory Board of
Deutsche Börse AG or in which Supervisory Board members hold an interest.
150
full year
Barbara Lambert
8 May-31 Dec
69.7
full year
147.0
138.0
full year
full year
147.0
139.0
full year
full year
185.0
171.0
Joachim Nagel5)
Michael Rüdiger)
full year
Carsten Schäfer
1 Jan-30 June
full year
79.0
156.0
105.0
19 May-31 Dec
full year
full year
144.0
138.0
full year
8 May-31 Dec
132.0
Charles G. T. Stonehill
349.8
1,272.0
Financial statements
Executive and Supervisory Boards
2,483.6 19,443.0 19,542.2
Number of phantom shares")
4,044
5,168
4,044
5,168
1,866
4,769 28,983.0 37,040.0
1) Ancillary benefits (other benefits) comprise salary components such as taxable contributions towards private pensions, company car arrangements, travel
arrangements, and expenses for tax and legal advice.
2) Payout is made in three equal installments in the three financial years following the end of the performance period.
3) The total remuneration (excluding ancillary benefits) is capped at €9.5 million.
4) The number of prospective performance shares for the performance period determined at the 2020 grant date is calculated by dividing the target amount by the
average share price (Xetra® closing price) for Deutsche Börse shares in December 2019 (€138.48).
146
2,786.0 2,778.9 1,438.9
Deutsche Börse Group | Annual report 2020
Management report | Remuneration report
Financial statements
Notes
Further information
9.
<3
Remuneration of former members of the Executive Board for financial year 2020
Former members of the Executive Board or their surviving dependants received payments of €8.3 million
in financial year 2020 (2019: €9.7 million). The actuarial present value of the pension obligations in
financial year 2020 as at the reporting date was €86.0 million (31 December 2019: €84.8 million).
The former Labour Director, Ms Stars, has resigned from her appointment as at 30 June 2020. Her
service contract ended on 30 November 2020. For the remaining term of her service contract in 2020
(1 July until 30 November 2020), she received the following remuneration:
■ Fixed remuneration: T€270.8
■ Performance bonus: T€485.3
■ Performance shares: 1,555
Ancillary benefits: T€12.4
With regard to Ms Stars, the company has decided to waive the post-contractual non-compete clause.
In addition, former Executive Board members are entitled to payouts from the PSP tranche 2016. The
PSP tranche 2016 will be paid out in three equal tranches or, in the case of Mr Kengeter, in one
tranche.
Executive and Supervisory Boards
The following table provides a summary overview of the key elements of the PSP tranche 2016:
2,842.3
Total remuneration (section 314 of the
HGB)
0.0
Pension expense
378.3
406.1
317.3
297.3
140.3
274.4 3,082.5 2,248.5
Total remuneration (German Corporate
Governance Code)³)
2,586.4
2,688.4
3,301.5 2,516.2
2,768.1
1,412.3
plus performance shares.
560.0
560.0
less variable share component
less pension expense
-378.3
-406.1
560.0
758.2
-317.3
560.0
-297.3
516.7
349.8
-140.3
516.7 4,271.7 4,013.4
-1,108.0
-274.4 -3,082.5 -2,248.5
0.0
2,241.3 19,361.8 17,777.3
Management report | Remuneration report
PSP-Tranche 2016
Final number Share price at
of
7,105
210.9%
14,986
138.22
2,260.9
1) Plus dividends paid per share of €12.65 during the performance period.
Further information on the performance criteria as well as the target achievements of the PSP tranche
2016 can be found in the section "Payout of the PSP tranche 2016".
The former Chief Executive Officer, Mr Carsten Kengeter, who stepped down with effect from
31 December 2017, participated in the Co-Performance Investment Plan (CPIP) that was adopted by
the Supervisory Board in 2015. In December 2015, during the investment period provided for in the
CPIP, he used private funds to invest €4,500,000 in Deutsche Börse AG shares (investment shares). In
return for his acquisition of the investment shares, Mr Kengeter was granted 68,987 co-performance
shares in the company. The performance period for the co-performance shares commenced on
1 January 2015 and ended on 31 December 2019. Given that Mr Kengeter only worked for Deutsche
Börse AG for three years of the relevant five-year performance period in accordance with the CPIP, the
initial number of co-performance shares was reduced to 41,392. Co-performance shares are basically
subject to the same financial performance criteria as performance shares, which are explained in the
section "Performance shares".
147
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Remuneration report
78.35
Financial statements
Further information
<3
Thus the performance of the co-performance shares is measured on the basis of (i) Deutsche Börse AG's
net income growth and (ii) the ratio of the change in TSR for Deutsche Börse shares to that for the
companies included in the STOXX® Europe 600 Financials index. The equivalent of performance shares
is due for disbursement in three stages: Mr Kengeter received a prepayment as of 31 March 2019
amounting to €2.1 million and another one as of 31 March 2020 amounting to €5.5 million. Final
payout of the outstanding amount of €5.5 million takes place as of
31 March 2021. As shown in the table above, the performance period of the PSP tranche 2016 ended
on 31 December 2020. At the beginning of that performance period Mr Kengeter was allocated the
number of 16,593 performance shares. Based on the targets achieved, this results in the final number
of 16,593 performance shares for Mr Kengeter and thus a payout amount of €5.3 million. Prior to Mr
Kengeter's resignation in 2017, no agreement had been concluded with him for the implementation of
the overall cap of an aggregate gross remuneration, as outlined in the section “Maximum remuneration".
IV
Remuneration of the Supervisory Board in financial year 2020
1.
Remuneration system of the Supervisory Board
The partially adjusted remuneration system of the Supervisory Board of Deutsche Börse AG was
submitted to the Annual General Meeting 2020 for resolution in accordance with Section 113 (3) AktG
and was approved at the Annual General Meeting by a majority of 99.25 per cent. The amended
remuneration system of the Supervisory Board entered into force retroactively as of 1 May 2020. The
previous Supervisory Board remuneration system applied until 30 April 2020.
Remuneration for the Supervisory Board is a fixed remuneration only, plus an attendance fee for
meetings, in accordance with suggestion G.18 sentence 1 of the GCGC 2020 as amended on 16
December 2020. The Supervisory Board's remuneration, providing for fixed remuneration only,
strengthens the Supervisory Board's independence and provides a counterbalance to the structure of
Executive Board remuneration, which is mainly variable and aligned with Deutsche Börse Group's
growth strategy. Supervisory Board's remuneration therefore contributes to the implementation of the
business strategy, and thus promotes Deutsche Börse Group's long-term development.
The members of the Supervisory Board receive fixed annual remuneration of €85,000
(until 30 April 2020: €70,000). In accordance with recommendation G.17 of the GCGC 2020 as
amended on 16 December 2019, remuneration is increased for the Chair of the Supervisory Board and
for his or her deputy, as well as for chairs and members of committees. The remuneration for the
Chairman of the Supervisory Board amounts to €220,000 (until 30 April 2020: €170,000); the
remuneration for the Deputy Chair to €125,000 (until 30 April 2020: €105,000). Members of
Supervisory Board committees receive additional fixed annual remuneration of €30,000 for each
committee position they hold. The relevant amount for members of the Audit Committee is €35,000.
The remuneration paid to committee chairs is €40,000, or €75,000 (until 30 April 2020: €60,000) in
the case of the Chair of the Audit Committee. If a Supervisory Board member belongs to several
Supervisory Board committees, only their work on a maximum of two committees (the two most highly
remunerated ones) is remunerated. Supervisory Board members who only hold office for part of the
financial year receive one-twelfth of the fixed annual remuneration and, if applicable, of the pro-rata
remuneration payable for their membership of committees, for each month or part-month in which they
are members. The remuneration for any financial year is due and payable as a one-off payment after the
Annual General Meeting that accepts the consolidated financial statements for the relevant financial year
or decides on their approval.
148
Deutsche Börse Group | Annual report 2020
Notes
Number of
performance
2,848.7
18,882
the end of
Former Executive Board
Target value
Share price
members
€ thous.
at grant €
shares
granted
Total target
achievement
Payout
amount
performance
shares
performance
period €¹)
138.22
€ thous.
1,300.0
78.35
16,593
210.9%
34,998
138.22
5,280.1
Andreas Preuss
Jeffrey Tessler
701.4
556.7
78.35
8,952
210.9%
Carsten Kengeter
Total
516.7
Fixed remuneration
1,120.0
0.0
0.0
1,120.0
Multi-year variable remuneration
560.0
Cash component performance bonus
(50%)
One-year variable remuneration
34.5
754.5
755.2
720.0
€ thous.
€ thous.
720.0
35.2
€ thous.
720.0
35.2
755.2
755.2
€ thous.
720.0
35.2
720.0
19.3
739.3
720.0
17.3
737.3
737.3
737.3
17.3
720.0
720.0
17.3
€ thous.
no max.
€ thous.
560.0 560.0
1,120.0 1,120.0
no max.
no max.
755.2
560.0
560.0
no max.
no max.
0.0
0.0
560.0
560.0
560.0
560.0
737.3
2,419.3 2,435.2
378.3
378.3 406.1 317.3
1,115.6 9,500.0³) 2,825.4 2,752.5
378.3
2,795.6
Total remuneration
Pension expense
no max.
2,417.3
Total
no max.
0.0
560.0
no max.
0.0
560.0
Share component performance bonus
(50%, 3-year holding period)")
Performance shares (5-year term)²)
560.0
1,120.0
0.0 1,120.0
0.0
2,434.5
€ thous.
2020
(max)
1,126.8
Total remuneration
6,188.2 2,688.2 9,500.0³)
1,100.0
1,300.0
5,026.8
466.2
5,493.0
560.0
0.0
0.0
no max.
775.3
560.0
2,455.3
2,467.1
386.7
386.7
419.6
2,842.0 1,162.0 9,500.0³) 2,886.7
no max.
560.0
560.0
no max.
386.7
Benefits granted (part 2)
Stephan Leithner
Gregor Pottmeyer
(CFO)
Fixed remuneration
Ancillary benefits
Total
2020
€ thous.
2020
(min)
2020
(max)
Ancillary benefits
2019
1,126.8 1,126.8
2019
Pension expense
5,061.4 1,561.4
2020
(min)
2020
560.0
0.0
1,120.0
2,400.0
0.0
no max.
2,400.0
1,120.0
0.0
no max.
560.0
1,120.0
Share component performance bonus
(50%, 3-year holding period)"
1,100.0
0.0
no max.
Performance shares (5-year term)²)
1,300.0
0.0
no max.
Total
no max.
317.3
1,072.5 9,500.0³)
Multi-year variable remuneration
297.3
2,731.8
0.0
258.3
516.7
no max.
0.0
516.7
Share component performance bonus
(50%, 3-year holding period)¹)
no max.
0.0
516.6
1,033.4
no max.
0.0
1,033.4
Multi-year variable remuneration
516.7
0.0
258.3
516.7
1,033.3
0.0
516.7
Cash component performance bonus
(50%)
no max.
One-year variable remuneration
Performance shares (5-year term)²)
no max.
2019
€ thous.
317.3
(until 30 June 2020)
Hauke Stars
Benefits granted (part 4)
555.8 9,500.0³)
218.3
218.3
no max.
337.5
1,112.4
218.3
1,330.7
no max.
0.0
258.3
516.7
2,231.7
384.9
2,616.6
no max.
682.2
514.8 514.8
1,197.0 9,500.0³)
514.8
2,747.1
Total remuneration
Pension expense
2,232.3
Total
516.7
337.5
0.0
337.5
2020
2019
(max)
(min)
2020
2020
2020
2020
Total
Fixed remuneration
since 1 July 2020)
(Director of Labour Relations,
<3
Heike Eckert
Thomas Book
Benefits granted (part 3)
Further information
Notes
Financial statements
337.5
Management report | Remuneration report
143
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
(min)
2020
(max)
Ancillary benefits
€ thous.
682.2
682.2
€ thous.
681.6
12.5
12.5
12.5
682.2
32.2
32.2
32.2
325.0
31.6
325.0
650.0
650.0
650.0
650.0
€ thous.
€ thous.
€ thous.
325.0
€ thous.
€ thous.
132.0
Charles G. T. Stonehill³)
69.7
Clara-Christina Streit³)
Jutta Stuhlfauth
144.0
Amy Yip
Average
138.0
4.3
Gerd Tausendfreund
Carsten Schäfer
147.0
Michael Rüdiger¹)
8.2
171.0
185.0
Barbara Lambert
5.8
139.0
Cornelis Johannes Nicolaas Kruijssen
6.5
138.0
Achim Karle
89.4
147.0
105.0
113.0
1) Joined the board in the course of 2020. Average values only take into account full-year board memberships.
2) Ordinary member of the Supervisory Board in 2019, Chairman of the Supervisory Board since 19 May 2020.
3) Joined the board in the course of 2019. Average values only take into account full-year board memberships.
64.5
Notes
3.6
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
151
8.9
1,105.6
1,204.3
0.4
112.3
112.8
68.7
Adjusted net income Mio. €
Entire workforce
Employees
11.6
141.1
157.5
8.1
129.5
140.0
107.0
116.0
7.9
181.0
195.3
Development of earnings
139.0
Executive Board members
Susann Just-Marx
- 13.2
2,994.1
2,597.7
4.2
5,857.6
6,101.0
Change
%
2019
€ thous.
€ thous.
2020
Average
Gregor Pottmeyer
Stephan Leithner
2,555.9
Heike Eckert¹)
Christoph Böhm
Theodor Weimer
Comperative presentation
In order to comply with the requirements of Section 162 (1) sentence 2 no. 2 AktG for financial year
2020, the following table shows the development of the remuneration of the Executive Board members,
the Supervisory Board members and the workforce as well as the earnings development of the company.
members, the Supervisory Board members as well as the workforce and the earnings
development of the company
Comparative presentation of the remuneration development of the Executive Board
<3
V
Further information
Notes
Financial statements
Management report | Remuneration report
Further information
Thomas Book
144.0
2,585.7
1,195.4
82.0
6.6
146.0
136.3
6.1
147.0
156.0
Andreas Gottschling"
Karl-Heinz Flöther
Markus Beck
5.3
114.0
120.0
- 1.2
Nadine Absenger
143.7
259.0
Martin Jetter²)
Supervisory Board members
- 1.5
3,411.7
3,361.7
0.3
2,778.9
2,786.0
- 2.6
2,842.3
2,768.1
80.2
<3
8.4
VI
Deutsche Börse Group | Annual report 2020
157
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had six members
during the reporting period. The main duties of the Executive Board include defining the Group's
corporate goals and strategic orientation, managing and monitoring the operating units, as well as
establishing and monitoring an efficient risk management system. The Executive Board is responsible for
preparing the annual and consolidated financial statements of Deutsche Börse AG, as well as for
producing financial information during the course of the year. In addition, it must ensure the company's
compliance with legal requirements and official regulations.
Deutsche Börse AG's Executive Board
In addition, the CEO keeps the Chair of the Supervisory Board continuously and regularly informed of the
current developments affecting the company's business, significant transactions, upcoming decisions
and the long-term outlook and discusses these issues with them. The Supervisory Board may also
request reports from the Executive Board at any time, especially on matters and business transactions at
Deutsche Börse AG and subsidiaries that have a significant impact on Deutsche Börse AG's position. The
bylaws for the Executive Board and Supervisory Board govern the corresponding information rights and
obligations of the Executive Board and Supervisory Board in detail.
Both boards perform their duties in the interests of the company and with the aim of achieving a
sustainable, long-term increase in value. Their actions are based on the principle of responsible
corporate governance. Therefore, Deutsche Börse AG's Executive Board and Supervisory Board work
closely together in a spirit of mutual trust, with the Executive Board providing the Supervisory Board with
comprehensive information on the company's and the Group's position and the course of business in a
regular and timely manner. In addition, the Executive Board regularly informs the Supervisory Board
concerning issues relating to corporate planning, the risk situation and risk management, compliance
and the company's control systems. The strategic orientation of the company is examined in detail and
agreed upon with the Supervisory Board. Implementation of the relevant measures is discussed at
regular intervals. The Chief Executive Officer reports to the Supervisory Board without undue delay, orally
or in writing, on matters that are of special importance to the company.
An important fundamental principle of the German Stock Corporation Act is the dual board system -
which assigns separate, independent responsibilities to the Executive Board and the Supervisory Board.
These responsibilities and their implementation at Deutsche Börse AG are set out in detail in the
following paragraphs.
Working practices of the Executive Board and the Supervisory Board
Executive and Supervisory Boards
Functioning control systems are an important part of stable business processes. Deutsche Börse Group's
enterprise-wide control systems are embedded in an overarching framework. This comprises, amongst
other things, the legal requirements, the recommendations of the German Corporate Governance Code,
international regulations and recommendations and other company-specific policies. The executives
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. Equally, the Group
has an enterprise-wide risk management system that covers and provides mandatory rules for functions,
processes and responsibilities. Details of the internal control system and risk management at Deutsche
Börse Group can be found in the “Internal management” and “Risk report” sections.
Risk and control management policies
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
156
<3
Deutsche Börse Group's whistle-blowing system provides a channel to report non-compliant behaviour. It
is aimed primarily at employees and external service providers. The Group had previously engaged the
auditing and consulting company Deloitte to act as an external ombudsman and receive any such
information submitted by phone or email. This engagement was transferred to Business Keeper AG in
December. Whistle-blowers' identities are still not revealed to Deutsche Börse Group.
Management report | Corporate governance statement
Notes
The Supervisory Board Chair is in regular contact with the representatives of shareholders and
employees on the Supervisory Board, in addition to the scheduled meetings.
The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. Unless mandatory statutory provisions
or the Articles of Associations call for a different procedure, the Supervisory Board passes its resolutions
by a simple majority. If a vote is tied, the Chairman has the casting vote. In addition, the Supervisory
Board regularly reviews the structure, size, composition and performance of the work of the Executive
and Supervisory Boards as well as the effectiveness of its own work, and discusses potential areas for
improvement and adopts suitable measures, where necessary.
<3
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Financial statements
Deutsche Börse Group | Annual report 2020
The Supervisory Board consists of 16 members, made up of an equal number of shareholder
representatives and employee representatives in line with the German Mitbestimmungsgesetz (MitbestG,
German Co-determination Act). The term of office of the shareholder representatives on the current
Supervisory Board ends at the Annual General Meeting in 2021. As a rule, the same applies to the
employee representatives. However, the COVID-19 pandemic meant that the elections for employee
representatives, which had already begun, had to be interrupted. The plan is therefore to have the
employee representatives appointed by court order until the election process can be completed.
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategically
important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for
the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the
Executive Board, deciding on their total remuneration, examining Deutsche Börse AG's annual and
consolidated financial statements and the combined management report including the combined non-
financial statement. Details of the Supervisory Board's work during the 2020 financial year can be found
in the report of the Supervisory Board.
Deutsche Börse AG's Supervisory Board
More information on the Executive Board, its composition, members' individual appointments and
biographies can be found at www.deutsche-boerse.com/execboard.
Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has
adopted for the Executive Board. Amongst other things, these list issues that are reserved for the entire
Executive Board, special measures requiring the approval of the Supervisory Board, other procedural
details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these
are convened by the CEO, who coordinates the Executive Board's work. Any Executive Board member
can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board
normally takes decisions on the basis of resolutions passed by a simple majority of the members voting
on them in each case. If a vote is tied, the CEO has the casting vote.
The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the company's business areas assigned
to them in the Executive Board's schedule of responsibilities independently and are personally
responsible for them. In addition to the business areas, the functional areas of responsibility are that of
the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Information Officer/ Chief
Operating Officer (CIO/COO) and HR & Compliance. The business areas cover the operating business
units, such as the company's cash market activities, the derivatives business, securities settlement and
custody and the market data and financial information business. Details can be found in the "Overview
of Deutsche Börse Group - Organisational structure" section.
<3
Further information
158
Supervisory Board committees
Whistle-blowing system
Sector-specific policies
Company resources and assets
"
■ Personal account dealing, as well as the prevention of insider dealing and market manipulation
■ Conflicts of interest
Confidentiality and the handling of sensitive information
■
Acting responsibly means having values that are shared by all employees throughout the Group. In
2017, Deutsche Börse AG's Executive Board adopted an extended code of business conduct. This
document, which is applicable throughout the Group, defines the foundations of key ethical and legal
standards, including – but not limited to - the following topics:
Code of business conduct for employees
■Combat of bribery and corruption
<3
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
154
Deutsche Börse Group's global orientation means that binding policies and standards of conduct must
apply at all of the Group's locations around the world. Specifically, the main objectives of these
principles for collaboration are to ensure responsibility, respect and mutual esteem. The Group also
adheres to these principles when implementing its business model. Communications with clients,
investors, employees and the general public are based on timely information and transparency. In
addition to focusing on generating profit, Deutsche Börse Group's business is managed sustainably in
accordance with recognised standards of social responsibility.
The presentation of the average employee remuneration and its changes includes all employees of the
joint operation in Frankfurt. Aside from Deutsche Börse AG, the following legal entities are part of the
joint operation in Frankfurt: Eurex Frankfurt AG, Eurex Clearing AG, Eurex Repo GmbH, Eurex Securities
Transactions Services GmbH, Clearstream Holding AG, Clearstream Banking AG, Regulatory Services
GmbH. In line with the remuneration of the Executive Board and the Supervisory Board, the presentation
of average remuneration for the entire workforce relates to their total remuneration (including any bonus
payments, pension contributions, and other ancillary benefits).
Further information
Deutsche Börse Group's pivotal role in the financial sector requires that it handles information - and
especially sensitive data and facts – responsibly. A number of rules are in force throughout the Group to
ensure that employees comply with this. These cover both legal requirements and special policies
applicable to the relevant industry segments, such as the whistle-blowing system and risk and control
management policies.
■ Risk management
■ Environmental awareness
For further information on sustainability at Deutsche Börse Group, please see the chapter "Combined
non-financial statement" or go to www.deutsche-boerse.com > Sustainability.
International Labour Organization 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 employers to promote the joint development of policies
and programmes. Deutsche Börse Group has signed up to the ILO's labour standards and hence has
agreed to abide by them.
Diversity Charter www.diversity-charter.com: as a signatory to the Diversity Charter, the company has
committed to acknowledging, 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.
United Nations Global Compact www.unglobalcompact.org: this voluntary business initiative
established by the United Nations aims to achieve a more sustainable and more equitable global
economy. At the heart of the compact are ten principles covering the areas of human rights, labour,
environment protection and anti-corruption. Deutsche Börse Group has submitted annual
communications on progress (COPs) on its implementation of the UN Global Compact since 2009.
Deutsche Börse Group's business activities are based on the legal frameworks and ethical standards of
the different countries in which it operates. A key way in which the Group underscores the values it
considers important is by joining initiatives and organisations that advocate generally accepted ethical
standards. Relevant memberships are as follows:
Values
<3
Further information
■ Whistle-blowers
Notes
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
155
Deutsche Börse Group not only requires its management and staff to adhere to high standards - it
demands the same from its suppliers and service providers. The code of conduct for suppliers and
service providers requires them to respect human rights and employee rights and comply with minimum
standards. Implementing a resolution of the Executive Board, the code of conduct for suppliers was
amended in 2016 to include the requirements set out in the UK Modern Slavery Act, applicable to all
corporations conducting business in the United Kingdom. Most suppliers have signed up to these
conditions; all other key suppliers have made voluntary commitments, which correspond to, or in fact,
exceed Deutsche Börse Group's standards. Service providers and suppliers must sign this code or enter
into an equivalent voluntary commitment before they can do business with Deutsche Börse Group. The
code of conduct for suppliers is reviewed regularly in the light of current developments and amended if
necessary. It is available on Deutsche Börse Group's website www.deutsche-boerse.com >
Sustainability > Our ESG profile > Procurement management.
Code of conduct for suppliers and service providers
The code of business conduct applies to members of the Executive Board, all other executives and all
employees of Deutsche Börse Group. In addition to specifying concrete rules, the code of business
conduct provides general guidance as to how employees can contribute to implementing the defined
values in their everyday working life. The goal of the code of business conduct is to provide guidance on
working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve
ethical and legal challenges. All newly hired employees receive the code of business conduct as part of
their employment contract documentation. The code of business conduct is an integral part of the
relationship between employer and employees at Deutsche Börse Group. Breaches may lead to
disciplinary action. The document is available on www.deutsche-boerse.com > Sustainability >Our ESG
profile > Employees > Guiding principles.
Equal opportunities and protection against undesirable behaviour
Financial statements
The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the plenary meeting of the
Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. At the start of the reporting period the
Supervisory Board had eight committees, whereby the Chairman Selection Committee was established
solely to prepare the election of the new Supervisory Board Chair after the Annual General Meeting
2020. The committee was dissolved automatically after the election of Martin Jetter as the new
Supervisory Board Chair on 19 May 2020, bringing the number of committees back to seven. For details
of the committees, please refer to the tables "Supervisory Board committees during 2020: composition
and responsibilities”. Their individual responsibilities are governed by the Supervisory Board's bylaws.
The committees' rules of procedure correspond to those for the plenary meeting of the Supervisory
Board. Details of the current duties and members of the individual committees can be found online, at
www.deutsche-boerse.com/supervboard > Committees.
Frankfurt Declaration www.deutsche-boerse.com/frankfurt-declaration: the Frankfurt Declaration
demonstrates the signatories' intention to define the framework conditions for sustainable finance and to
put concrete initiatives in place in the Frankfurt financial centre. These are directed towards the
identification of innovative business areas and the responsible handling of risks, amongst other things.
The potential of sustainable finance infrastructures must therefore be fully encouraged in order to
support positive economic and social development founded on the unconditional protection of the
natural basis of life.
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at: www.deutsche-boerse.com/supervboard.
2. Caps on total amount of remuneration (no. 4.2.3 (2) (sentence 6) GCGC 2017, recommendation G.
1, first indent GCGC 2019) and disclosure in the remuneration report (no. 4.2.5 (3) GCGC 2017)
No. 4.2.3 (2) (sentence 6) GCGC 2017 recommended that the amount of management compensation
shall be capped, both as regards variable components and in the aggregate. This recommendation has
not been fully complied with in the past. The annual remuneration, comprising fixed and variable
remuneration components and pension benefits, was capped at EUR 9.5 million (total cap) for each
member of the Executive Board. However, ancillary benefits were not included in the overall cap. In
addition, the share-based long-term variable remuneration components were capped regarding the
number of shares granted, but no dedicated cap on the maximum achievable bonus amount was
provided for. With regard to the share-based variable remuneration components, the maximum
achievable remuneration therefore could not be reported either - as recommended in no. 4.2.5 (3) (first
sub-item) GCGC 2017.
With the introduction of the adjusted remuneration system for the Executive Board on 1 January 2020,
the annual remuneration of a fixed salary, variable remuneration components, pension expenses and
ancillary benefits for each Executive Board member is now capped at a maximum amount of EUR 9.5
million (total cap). Regarding the Executive Board service contracts that have been newly concluded or
extended since 1 January 2020, no. 4.2.3 (2) sentence 6 GCGC 2017 and recommendation G.1, first
indent GCGC 2019 – according to which, inter alia, in the remuneration system it should be determined
what amount the total remuneration may not exceed (maximum remuneration) – is therefore complied
with. With the intended corresponding adjustment of the remaining Executive Board service contracts
with regard to the provision on maximum remuneration, recommendation G.1 GCGC 2019 will be
complied with in the future in full.
3. Composition of the Nomination Committee (no. 5.3.3 GCGC 2017, recommendation D. 5 GCGC
2019)
According to no. 5.3.3 GCGC 2017, recommendation D. 5 GCGC 2019, the Supervisory Board shall
form a Nomination Committee composed exclusively of shareholder representatives. In accordance with
Section 4 b of the German Stock Exchange Act, the Nomination Committee, however, also assists the
Supervisory Board of Deutsche Börse AG in selecting candidates for the Executive Board. As in particular
this task shall not exclusively be performed by the shareholder representatives on the Supervisory Board,
the Nomination Committee also includes employee representatives.
153
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Executive and Supervisory Boards
-
Management report | Corporate governance statement
Notes
Further information
<3
Since the new version of the GCGC, this recommendation is no longer applicable for Deutsche Börse AG
in the view of the priority provision of the German Stock Exchange Act (recommendation F.4 GCGC
2019). Regardless of this, it is ensured that the nominees proposed to the Annual General Meeting for
the election as members of the Supervisory Board are determined solely by the shareholder
representatives on the Committee."
The annual Declaration of Conformity pursuant to section 161 AktG, as well as the Declarations of
Conformity for the past five years, are available on our website www.deutsche-
boerse.com/declcompliance/.
Disclosures on overriding statutory provisions
The Executive Board and Supervisory Board of Deutsche Börse AG declare in accordance with
recommendation F.4 of the Code that recommendation D.5 of the Code was not applicable to the
company in 2020 because of the overriding statutory requirement of section 4 b of the Stock Exchange
Act. Recommendation D.5 of the Code states that the Supervisory Board shall form a Nomination
Committee composed exclusively of shareholder representatives. In accordance with Section 4 b of the
German Stock Exchange Act, however, the Nomination Committee also assists the Supervisory Board of
Deutsche Börse AG in selecting candidates for the Executive Board. As this task shall not be performed
exclusively by shareholder representatives of the Supervisory Board, and in line with the practice to date,
the Nomination Committee also includes employee representatives - as described above.
Financial statements
Disclosures on suggestions of the Code
1. Agreement of severance payment caps when concluding Executive Board contracts (no. 4.2.3 (4)
GCGC 2017, recommendation G.13 GCGC 2019)
<3
Planned resolution on the remuneration system of the Executive Board at the Annual
General Meeting in financial year 2021
The chairs of the individual committees report to the plenary meeting about the subjects addressed and
resolutions passed in the committee meetings. Information on the Supervisory Board's concrete work
and meetings during the reporting period can be found in the report of the Supervisory Board.
Against the background of the review of the strategic orientation of the Executive Board's remuneration
system and its alignment with Deutsche Börse Group's current strategy "Compass 2023", the
Supervisory Board, with the advice of the Nomination Committee, is undertaking a comprehensive
revision and further development of the current remuneration system. The revised remuneration system
shall be more closely aligned with Deutsche Börse AG's current strategy. In doing so, the Supervisory
Board also takes into account the feedback from investors provided in the context of the Say on Pay
2020 and corresponding recommendations of some proxy advisors.
The Supervisory Board intends to submit the revised and further developed remuneration system to the
Annual General Meeting in May 2021 for approval. Detailed information on the main adjustments to the
remuneration system will be presented and explained upfront the Annual General Meeting 2021.
Corporate governance statement
Deutsche Börse Group attaches great importance to the principles of good corporate governance and
control. In this statement, we report on corporate governance at Deutsche Börse AG in accordance with
principle 22 of the Deutscher Corporate Governance Kodex (the "Code", German Corporate Governance
Code). The statement contains the corporate governance statement pursuant to sections 289f and 315d
Handelsgesetzbuch (HGB, German Commercial Code).
Declaration of Conformity pursuant to section 161 Aktiengesetz (AktG, German Stock Corporation
Act)
On 3 December 2020, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following Declaration of Conformity:
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the
recommendations of the GCGC in its respective version have been and are being complied with almost
in full since the last declaration of conformity dated 10 December 2019. Also, it is intended to fully
comply with the recommendations of the GCGC in the future. For details, please see below:
"Declaration by the Executive Board and the Supervisory Board of Deutsche Börse AG regarding the
German Corporate Governance Code in accordance with section 161 of the German Stock Corporation
Act
152
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Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Corporate governance statement
Financial statements
Notes
Further information
For the period since the last regular declaration of conformity dated 10 December 2019 until 19 March
2020, the following declaration of conformity refers to the version of the German Corporate Governance
Code of 7 February 2017 (GCGC 2017). Since 20 March 2020, it refers to the new version of the
GCGC as amended on 16 December 2019 and published in the Federal Gazette on 20 March 2020
(GCGC 2019).
The Code comprises recommendations (denoted in the text by the use of the word "shall"), which are
disclosed in the Declaration of Conformity in accordance with section 161 AktG, and suggestions
(denoted in the text by the use of the word "should"). Deutsche Börse AG fully complies with them.
Severance payment caps agreed upon in all contracts with the members of the Executive Board complied
and will continue to comply with recommendation no. 4.2.3 (4) GCGC 2017/recommendation G. 13
GCGC 2019. In the past, however, the Supervisory Board reserved the right to deviate from no. 4.2.3
(4) GCGC 2017, as it was of the opinion that a deviation may become necessary in extraordinary cases.
In connection with the introduction of an adjusted remuneration system for the Executive Board from 1
January 2020, the Supervisory Board generally abandoned this reservation. The recommendation - also
in its new version – has therefore been complied with in full since then.
The current version of the remuneration report, the underlying remuneration system in accordance with
section 87a (1) and (2) sentence 1 AktG as well as the latest resolution in accordance with section 113
(3) AktG are available on the website www.deutsche-boerse.com > Investor relations > Annual General
Meeting Remuneration Executive Board.
■Andreas Gottschling
(until 19 May 2020)
▪Karl-Heinz Flöther
■Markus Beck¹)
■Nadine Absenger¹)
■Barbara Lambert (Chair)
Members
159
4
<3
Conduct policies
Supervisory Board committees during 2020: composition and responsibilities
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Publicly available information in accordance with section 289f (2) no. 1a HGB
Deutsche Börse Group | Annual report 2020
(since 1 Jul 2020)
■ Joachim Nagel (until 30 Jun 2020)
Audit Committee
■Michael Rüdiger (since 19 May 2020)
■Jutta Stuhlfauth¹
Information on corporate governance practices
160
■Control procedures on related-party transactions pursuant to section 111a (2) sentence 2 AktG
■ Prepares the Supervisory Board's resolution approving the statement on the German Corporate
Governance Code pursuant to section 161 AktG and the corporate governance statement in
accordance with section 289f HGB
■Monitors the audit, particularly the independence and quality of the auditors and the non-audit
services provided by the auditors
■ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election
of the external auditors of the annual financial statements, the consolidated financial statements
and the half-yearly financial report to the extent that the latter is audited or reviewed by external
auditors and makes corresponding recommendations to the Supervisory Board
■Reviews the non-financial reporting (sections 289b, 315b HGB)
■ Examines the annual financial statements, the consolidated financial statements and the combined
management report including the combined non-financial statement, discusses the audit report
with the external auditors and prepares the Supervisory Board's resolutions adopting the annual
financial statements and approving the consolidated financial statements, as well as the resolution
on the Executive Board's proposal on the appropriation of the distributable profit
■ Half-yearly financial reports, plus any quarterly financial reports, discusses the results of the
reviews with the auditors
■ Issues the engagement letter to the external auditor of the annual financial statements and the
consolidated financial statements - including, in particular, the review or audit of half-yearly
financial reports, and determines focal areas of the audit and the audit fee
■ Deals with issues relating to the adequacy and effectiveness of the company's control systems - in
particular, to risk management, compliance and internal audit
■ Deals with issues relating to the preparation of the annual budget and financial topics, particularly
capital management
Responsibilities
■ Persons who cannot chair the committee: the Chair of the Supervisory Board; former members of
the company's Executive Board whose appointment ended less than two years ago
■ Prerequisites for the chair of the committee: the person concerned must be independent, and must
have specialist knowledge and experience of applying accounting principles as well as internal
control and risk management processes (financial expert)
■ At least four members who are elected by the Supervisory Board
Composition
■ Deals with audit reports as well as accounting issues, including oversight of the accounting and
reporting process
1) Employee representative
Deutsche Börse AG's Supervisory Board has defined a target quota for women on the Executive Board in
accordance with section 111 (5) AktG. The first minimum target - 20 per cent of the Executive Board
members were to be women - was complied with by the end of the implementation period on
30 June 2017. The quota of women on the Executive Board was 20 per cent at this time. Effective
1 July 2017, the Supervisory Board decided to extend the 20 per cent target quota of women on the
Executive Board until 31 December 2021. This quota, however, declined due to the increase of the
Executive Board to six members as of 1 July 2018, despite the fact that the actual number of women on
the Executive Board did not change. The quota of women on the Executive Board is currently 16.7 per
cent.
With regard to the Supervisory Board, the legally prescribed gender quota of 30 per cent in accordance
with section 96 (2) of the AktG applies. In order to prevent the possible discrimination of either
shareholder representatives or employee representatives, and in order to increase the planning security
in the relevant election procedures, the shareholder representatives on the Supervisory Board have
opposed the overall compliance of the quota in accordance with section 96 (2) (sentence 2) AktG. Thus,
the minimum proportion of 30 per cent is to be complied with for each gender with regard to the
shareholder representatives and the employee representatives. This means that at least two women and
two men from each the shareholder representatives and from the employee representatives must be on
the Supervisory Board. Currently, there are three women each from the shareholder representatives and
from the employee representatives. The legally prescribed gender quota is thus complied with.
<3
Management report | Corporate governance statement
Financial statements
Further information
Notes
Executive and Supervisory Boards
The Supervisory Board intends to comply with the 20 per cent target quota for women on the Executive
Board and also intends to further increase the quota for women on the Supervisory Board. This will be
taken into account in future personnel decisions.
Share of women holding management positions
International profile
Further information
The same applies to the Executive Board, where Stephan Leithner holds non-German citizenship, and
whose members have gained long-standing international working experience as well.
Educational and professional background
The Supervisory Board has set itself the objective of considering an appropriate range of educational and
professional backgrounds regarding its own composition, as well as regarding the composition of the
Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these
objectives. In addition to possessing professional experience in the financial services industry, members
of the Executive Board and the Supervisory Board also have a professional background in consultancy,
the IT sector, auditing, administration and regulation. In terms of academic education, most members
have economics or legal degrees, in addition to backgrounds in IT, engineering and other areas.
Education and professional experience thus also contribute to fulfilling the previously mentioned
qualification requirements for Supervisory Board members.
166
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Notes
Management report | Corporate governance statement
Financial statements
The composition of the Executive Board and the Supervisory Board shall reflect the company's
international activities. With Barbara Lambert, Charles Stonehill, Clara-Christina Streit and Amy Yip,
there are four shareholder representatives on the Supervisory Board holding non- (or non-exclusive)
German citizenship. Cornelis Kruijssen, employee representative on the Supervisory Board, has the
Dutch nationality. In addition, many of the members of the Supervisory Board have long-term
professional experience in the international field or are working abroad on a permanent basis. The
Supervisory Board will therefore continue to meet the objectives concerning its international
composition.
Deutsche Börse Group | Annual report 2020
+
At present, no Executive Board member has passed the age limit of 65 years. Theodor Weimer's term of
office as Chairman of Deutsche Börse AG's Executive Board runs until 31 December 2024. Theodor
Weimer will reach the age of 65 in 2024. In view of his long-standing experience and knowledge of the
sector and his professional and personal qualifications the Supervisory Board decided, whilst
maintaining the general rule on a flexible age limit, against only renewing Theodor Weimer's term of
office on an annual basis once he reached the age of 60.
+
<3
Amy Yip
+
+
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Executive and Supervisory Boards
Management report | Corporate governance statement
Financial statements
165
Notes
<3
Independence of Supervisory Board members
In accordance with recommendation C.6 of the Code, the Supervisory Board shall be comprised of what
it considers to be an appropriate number of independent members. Therefore, the Supervisory Board
decided that at least half the shareholder representatives on the Supervisory Board shall be independent.
Supervisory Board members are considered to be independent within the meaning of recommendation
C.6 of the Code if they are independent of the company and its Executive Board and independent of any
controlling shareholder. In particular, Supervisory Board members are no longer to be considered
independent if they have a personal or business relationship with the company or its Executive Board
that may cause a substantial (and not merely temporary) conflict of interest. According to
recommendation C.7 of the Code, more than half the shareholder representatives shall be independent
of the company and the Executive Board.
The Supervisory Board regards all of its shareholder representatives as being independent.
Diversity concept for the Executive Board and the Supervisory Board
The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory
Board in accordance with section 289f (2) no. 6 HGB, has the objective of ensuring a wide range of
perspectives and experience through the composition of both bodies. The concept is implemented within
the scope of selecting and appointing new Executive Board members or regarding proposals for election
of new Supervisory Board members.
Flexible age limit and term of office
The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when
nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board's
bylaws provide for a general limitation to members' maximum term of office to twelve years, which the
Supervisory Board shall also consider in its nominations of candidates to the Annual General Meeting.
The flexible age limit for members of the Executive Board provides for the term of office to expire at the
end of the month during which a member reaches the age of 60 years. From the month during which an
Executive Board member has reached the age of 60, re-appointment is permitted for a period of one year
in each case, provided that the last term of office shall expire at the end of the month during which the
Executive Board member reaches the age of 65. When appointing members of the Executive Board, the
Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board
from the company's perspective. In this context, experience and industry knowledge, as well as
professional and personal qualifications, play a major role. Depending on the Executive Board position to
be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills
are up to date. The flexible age limit has been deliberately worded to preserve the Supervisory Board's
flexibility in taking decisions on appointments.
Further information
The composition of both Deutsche Börse AG's Supervisory Board and Executive Board is in line with the
objectives stated above. Please refer to www.deutsche-boerse.com/supervboard for further information
concerning the members of the Supervisory Board and its committees. For further information
concerning the members of the Executive Board, please see www.deutsche-boerse.com/execboard.
Further information
The Supervisory Board's Nomination Committee - whose task it is to propose suitable candidates to the
Supervisory Board for its proposal to the Annual General Meeting - has concerned itself with preparing
the election of shareholder representatives to the Supervisory Board at the Annual General Meeting in
2021. Amy Yip has decided not to stand again for the Supervisory Board. The shareholder
representatives in the Nomination Committee decided on 18 February 2021 to propose eight candidates
for the election of shareholder representatives by the Annual General Meeting to the Supervisory Board.
Seven of the eight proposed candidates were already members of the Supervisory Board, one candidate
has not previously been a member. The committee members ensured that the selected candidates met
all the criteria mentioned above. To this end the shareholder representatives in the Nomination
Committee first drew up a long list of suitable candidates. After interviewing the candidates on the list
the shareholder representatives in the committee agreed on the new candidate for the Supervisory Board
elections in 2021. Information on all candidates including their CV will be available in the agenda for
the Annual General Meeting on 19 May 2021 and can be accessed in advance of the Annual General
Meeting at www.deutsche-boerse.com/hv.
Further information
Shareholder representation, transparent reporting and communication
Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate
governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their
shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet
and can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise
voting rights solely in accordance with shareholders' instructions. Additionally, shareholders may exercise
their voting rights by post or online. Amongst other things, the AGM elects the shareholder
representatives to the Supervisory Board and decides on formal approval for the actions of the Executive
Board and the Supervisory Board. It also passes resolutions on the appropriation of the unappropriated
surplus, resolves on capitalisation measures and approves intercompany agreements and amendments
to Deutsche Börse AG's Articles of Association and appoints the external auditors. Ordinary AGMs - at
which the Executive Board and the Supervisory Board give an account for the past financial year – take
place once a year.
-
For the reporting year Deutsche Börse AG decided in view of the COVID-19 pandemic to hold the Annual
General Meeting as a virtual event, without the physical presence of shareholders or their proxies, as
provided for by the “Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs-
und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie" ("Act on
Measures in Corporate, Cooperative, Association, Foundation and Residential Property Law to Combat
the Effects of the Covid-19 pandemic as of 27 March 2020"). This was done, in particular to ensure
that all resolutions, including on the appropriation of profits, could be taken at the scheduled time.
Shareholders were able to follow the entire Annual General Meeting live online and exercise their voting
rights by means of postal voting or appointing the company proxies. Questions could be submitted to the
company electronically up to two days before the Annual General Meeting and were answered in full
during the meeting. Additionally, the company published the speeches by the Chairs of the Executive
Board and Supervisory Board ahead of the Annual General Meeting, enabling shareholders to submit
questions about them in advance too.
To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders'
associations, the media and interested members of the public of key events such as the date of the
AGM, or publication dates for financial performance indicators.
Ad hoc disclosures, information on directors' dealings and voting rights notifications, corporate reports
and interim reports, and company news can all be found on Deutsche Börse's website: www.deutsche-
boerse.com. Deutsche Börse AG provides information about its annual and consolidated financial
statements as well as interim reports in conference calls for analysts and investors. Furthermore, a
regular investor day is held and Deutsche Börse continuously outlines its strategy and business
developments to everyone who is interested, abiding by the principle that all target groups worldwide
must be informed at the same time.
Additionally, Deutsche Börse AG submitted a Communication On Progress (COP) for 2020 to the UN
Global Compact. Good corporate governance is one of Deutsche Börse Group's core concerns, is why it
has complied with the Global Compact's principles for many years. Public records of this have been
available since the company officially joined the initiative in 2009: www.deutsche-boerse.com >
Sustainability Our ESG profile > Global initiatives > UN Global Compact.
169
Notes
Deutsche Börse Group | Annual report 2020
Management report | Corporate governance statement
Financial statements
Notes
<3
Accounting and auditing
Deutsche Börse AG's annual report provides shareholders and interested members of the public with
detailed information on Deutsche Börse Group's business performance during the reporting period.
Additional information is published in its half-yearly financial report and two quarterly statements. The
annual financial statement documents and the annual report are published within 90 days of the end of
the financial year (31 December); intra-year financial information (half-yearly financial report and
quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the annual and consolidated financial statements
are discussed by the entire Supervisory Board and with the external auditors, examined, and then
approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first
and third quarters with the Supervisory Board's Audit Committee prior to their publication. The half-
yearly financial report is reviewed by the external auditors. In line with the proposal by the Supervisory
Board, the 2020 AGM elected KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, (KPMG) to audit its
2020 annual and consolidated financial statements and to review its half-yearly financial report in the
year under review. KPMG was also instructed to perform a review of the contents of the combined non-
financial statement during the 2020 financial year. The lead auditor, Sven-Olaf Leitz, and the deputy
lead auditor, Klaus-Ulrich Pfeiffer, have been responsible for the audit since 2018. The Supervisory
Board's proposal was based on the recommendation by the Audit Committee. The Audit Committee
obtained the necessary statement of independence from KPMG before the election. This states that there
are no personal, business, financial or other relationships between the auditor, 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 auditor's independence. The Audit Committee
checked that this continued to be the case during the reporting period. It also oversaw the financial
reporting process in 2020. The Supervisory Board was informed in a timely manner of the Committee's
work and the insights gained; there were no material findings. Information on audit services and fees is
provided in note 6 to the consolidated financial statements.
Based on the resolution taken on 7 November 2019, the Supervisory Board of Deutsche Börse AG will
propose to the Annual General Meeting 2021 to appoint PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft with its registered office in Frankfurt am Main as auditor and Group
auditor for the financial year 2021. In accordance with the procedure laid down in Article 16 (2) of the
EU Auditor Regulation (regulation (EU) No 537/2014 of the European Parliament and of the European
Council of 16 April 2014), the decision proposal was preceded by an extensive selection process, as a
result of which the Audit Committee recommended PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft as the future external auditor.
170
+
Executive and Supervisory Boards
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Training and professional development measures for members of the Supervisory Board
As a matter of principle, Supervisory Board members are responsible for their continuing professional
development. Deutsche Börse AG follows recommendation D.12 of the Code and the guidelines of the
European Securities and Markets Authority (ESMA) on management bodies of market operators and data
reporting services providers, and supports Supervisory Board members in this endeavour. For example, it
organises targeted introductory events for new Supervisory Board members and workshops on selected
strategy issues as well as on professional topics (if required). Thus, in addition to one strategy and two
technology workshops, the Supervisory Board held a workshop on legal and compliance matters in the
reporting period. In individual cases, Deutsche Börse AG assumes the costs incurred for third-party
training, as part of its own training programme “Qualified Supervisory Board" for Supervisory Board
members, for instance.
Examination of the effectiveness of Supervisory Board work
Deutsche Börse AG regards regular reviews of the effectiveness of Supervisory Board work - in
accordance with recommendation D.13 of the Code - as a key component of good corporate
governance. The annual self-assessment is supported by an external service provider every third year,
most recently in 2019. The 2020 effectiveness examination was completed in the third quarter by
means of a structured questionnaire and focusing on the tasks and composition of the Supervisory
Board, co-operation between Supervisory Board members and between the Executive Board and the
Supervisory Board, Supervisory Board meetings and Supervisory Board committees. The review yielded
positive results, both in terms of overall effectiveness as well as regarding the audited subject areas.
Where it identifies room for improvement, optimising proposals were discussed by the Supervisory Board
and measures for their execution implemented.
167
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Corporate governance statement
Financial statements
Notes
Further information
<3
In the second half of 2020 the Supervisory Board discussed the efficiency of its work at the initiative of
the new Supervisory Board Chair Martin Jetter. Under his leadership the members of the Chairman's
Committee, the Chair of the Audit Committee and the Chair of the Risk Committee developed concrete
measures to increase the time available to individual Supervisory Board members for exercising their
advisory function on business and strategy-related topics. The first organisational measures were
implemented when the Supervisory Board meeting was prepared and held in December.
Long-term succession planning for the Executive Board
-
Together with the Executive Board, the Supervisory Board ensures that long-term succession planning
takes place. For this purpose the Supervisory Board, or its Nomination Committee, regularly – at least
once a year concerns itself with potential candidates for the Executive Board. The Chair of the
Executive Board is involved in these considerations, provided that the discussions do not refer to their
own succession. The Supervisory Board prepares an applicant profile for vacant Executive Board
positions. The Supervisory Board takes care to ensure that the knowledge, expertise and experience of
all Executive Board members is diverse and well balanced, and adheres to the adopted diversity concept.
Moreover, the Supervisory Board ensures it is informed regularly about the succession planning at the
first level beneath the Executive Board, and provides advice to the Executive Board in this regard.
Target figures for the proportion of female executives beneath the Executive Board
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) AktG, in each case referring to
Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first and
second management levels beneath the Executive Board is planned to amount to 15 per cent and 20
per cent, respectively. As per 31 December 2020, the share of women holding positions on the first and
second management levels beneath the Executive Board at Deutsche Börse AG in Germany was
13 per cent and 19 per cent, respectively.
Moreover, as early as in 2010, the Executive Board had adopted a voluntary commitment to increase the
share of women holding middle and upper management positions to 20 per cent by 2020 and of
women holding lower management positions to 30 per cent during the same period. The Group
maintains this ambition for 2021, and has extended the scope of its voluntary commitment over and
above the legal requirements. Firstly, the target figures determined in this context relate to Deutsche
Börse Group (including subsidiaries) worldwide. Secondly, the definition of management levels/positions
was expanded to include heads of teams, for example. On a global level, as at 31 December 2020,
these quotas stood at 16 per cent for upper and middle management levels and 31 per cent for lower
management positions. For Germany, the quotas were 18 per cent and 29 per cent, respectively.
Deutsche Börse Group will continue its existing activities to reach the target quotas and implement
additional measures.
168
Deutsche Börse Group | Annual report 2020
Preparing the election of shareholder representatives to the Supervisory Board
+
+
Clara-Christina Streit
Technology Committee
1) Employee representative
■Clara-Christina Streit
■Charles Stonehill
■Carsten Schäfer¹)
■ Achim Karle¹)
■ Addresses issues concerning the Company's orientation in terms of fundamental corporate policy
and entrepreneurship, as well as projects important to Deutsche Börse Group
■ Advises the Executive Board on matters of strategic importance to the company and its affiliates
Responsibilities
■ At least five other members who are elected by the Supervisory Board
■Chaired by the Chair of the Supervisory Board
Composition
■Susann Just-Marx¹)
(Member and Chair until 19 May
2020)
■Joachim Faber
(member and Chair since 19 May
2020)
■Martin Jetter
Members
Strategy Committee
<3
Further information
Notes
Financial statements
Members
▪Karl-Heinz Flöther
(Chair since 19 May 2020)
■Martin Jetter
(Member and Chair until 19 May
2020)
1) Employee representative
■Clara-Christina Streit
(since 19 May 2020)
■Jutta Stuhlfauth¹)
■ Nadine Absenger¹)
2020)
(Member and Chair until 19 May
■ Joachim Faber
(Chair since 19 May 2020)
■Martin Jetter
Members
Chairman's Committee
Management report | Corporate governance statement
performance and stability of IT systems, operational IT risks, and information security services and
-risks
■Supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group's business strategy and with respect to information security
■ Advises on IT strategy and architecture
Responsibilities
■ At least four members who are elected by the Supervisory Board
Composition
1) Employee representative
■Amy Yip
(since 19 May 2020)
■Charles Stonehill
■Carsten Schäfer¹)
■Cornelis Kruijssen¹
■ Achim Karle¹
■ Oversees monitoring of technological innovations, the provision of IT services, the technical
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
161
■Develops a diversity concept for the Supervisory Board
■ Addresses succession planning for the Executive Board and identifies candidates to fill vacancies
in the Executive Board
Responsibilities
■At least five other members who are elected by the Supervisory Board
■Chaired by the Chair of the Supervisory Board
Composition
1) Employee representative
■ Amy Yip
■Gerd Tausendfreund¹)
■Michael Rüdiger (since 19 May 2020)
■Jutta Stuhlfauth"
■Markus Beck¹)
■Deals with the annual assessment of the structure, size, composition and performance of the
Executive Board and Supervisory Board, as well as possible improvements
(Member and Chair until 19 May
2020)
(Chair since 19 May 2020)
■Martin Jetter
Members
Nomination Committee
<3
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
■Joachim Faber
Composition
■Deals with the annual assessment of the qualification requirements of individual members of the
Executive Board and Supervisory Board, and the Executive Board and Supervisory Board as a
whole
■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's
election proposal to the Annual General Meeting (by shareholder representatives)
1) Employee representative
■Takes note of and discusses the annual reports on significant risks and the risk management
systems at regulated Group entities, to the extent legally permissible
■ Oversees monitoring of the Group's operational, financial and business risks
■Takes note of and reviews the periodic risk management and compliance reports
■Reviews the risk management framework, including the overall risk strategy, risk appetite and the
risk management roadmap
Responsibilities
■ At least four members who are elected by the Supervisory Board
Composition
■Barbara Lambert
■ Cornelis Kruijssen¹
■Susann Just-Marx¹)
■Reviews the policy for selection and appointment of members of the Executive Board and makes
recommendations to the Supervisory Board in this regard
(Member and Chair until 30 Jun
2020)
(Member and Chair since 1 Jul 2020)
■Andreas Gottschling
Members
Risk Committee
■ Other tasks and duties set forth in section 4b (5) BörsG
on information for which the Supervisory Board is responsible
■ Decides on delaying the publication of insider information and on drafting ad hoc announcements
personal pension benefits, or proposes works agreements establishing pension plans
■ Approves cases in which the Executive Board grants employees retirement benefits or other
■Deals with aggregate remuneration and retirement benefits of individual Executive Board members
and determines payments to surviving dependants and any other similar payments; regularly
reviews the reasonableness of Executive Board remuneration and develops proposals for any
adjustments where required
■ Enters into, amends or terminates service agreements within the framework defined by the
Supervisory Board
■ Joachim Nagel
■Chaired by the Chair of the Supervisory Board
■Deputy Chair of the Supervisory Board as well as one shareholder representative and one
employee representative who are elected by the Supervisory Board
Responsibilities
Regulatory
requirements
Clearing,
settlement and
custody
business
technology and
security,
digitalisation
and
compliance
Accounting,
finance, audit
markets
the capital
management
Information
Risk
models of
exchanges and
Martin Jetter (Chair)
Business
The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its
members.
■ Regulatory requirements
■ Clearing, settlement and custody business
■ Information technology and security, digitalisation
▪ Risk management and compliance
Accounting, finance, audit
■ Business models of exchanges and the capital markets
The general qualifications refer to the Supervisory Board in its entirety. At least two of its members
should have sound knowledge, especially concerning the following topics:
General qualification requirements
■ Understanding of the member's own position and responsibilities
■ Understanding of Deutsche Börse Group's structure
Supervisory Board members' general qualification requirements
■ Understanding of Deutsche Börse AG's activities
+
+
+
+
+
+
+
Charles Stonehill
+
+
+
+
Michael Rüdiger
+
+
+
+
Barbara Lambert
+
+
+
Andreas Gottschling
+
+
Karl-Heinz Flöther
+
+
+
Knowledge of the financial services sector
Analytical and strategic skills
■Jutta Stuhlfauth¹)
■Susann Just-Marx¹)
■Tasks and duties pursuant to section 27 (3) MitbestG
Responsibilities
■Deputy Chair of the Supervisory Board as well as one shareholder representative and one
employee representative
■Chaired by the Chair of the Supervisory Board
Composition
■Karl-Heinz Flöther
2020)
(Member and Chair until 19 May
■Joachim Faber
1) Employee representative
(Chair since 19 May 2020)
Members
Mediation Committee
<3
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
162
■Time-sensitive affairs
■Martin Jetter
■ Understanding of the corporate governance system
Chairman Selection Committee (until 19 May 2020)
■Barbara Lambert (Chair)
■ Understanding of commercial issues
Ideally, each Supervisory Board member holds the following basic qualifications:
Individual (basic) qualification requirements
Given their knowledge, skills and professional experience, members of the Supervisory Board shall have
the ability to perform the duties of a supervisory board member in a company with international
business activities. The Supervisory Board has determined individual (basic) as well as general
qualification requirements. Basic requirements are derived from the business model, the concrete
targets, as well as from specific regulations applicable to Deutsche Börse Group.
Qualification requirements
<3
Further information
Notes
Financial statements
Management report | Corporate governance statement
Executive and Supervisory Boards
Members
Deutsche Börse Group | Annual report 2020
In accordance with recommendation C.1 of the Code, the Supervisory Board has adopted a catalogue of
specific targets concerning its composition that, above all, should serve as a basis for the future
nomination of its members. This catalogue comprises qualification requirements as well as diversity
targets. Furthermore, members shall have sufficient time, as well as the personal integrity and suitability
of character, to exercise their office. In addition, more than half the shareholder representatives on the
Supervisory Board shall be independent.
Targets for composition and qualification requirements of the Supervisory Board
1) Employee representative
■ Prepares the new election of the Supervisory Board Chair, in particular recommends candidates to
be elected by the Supervisory Board
■Gerd Tausendfreund¹)
■Amy Yip
■Jutta Stuhlfauth")
Responsibilities
■As determined by the Supervisory Board
Composition
■Joachim Faber
■Markus Beck¹)
163
■Consents to the assumption of mandates by members of Deutsche Börse AG's Executive Board as
member of an executive board, supervisory board, advisory board and similar mandates, as well
as secondary activities and honorary offices, or grants relief from the consent requirement
■Consents to the granting or revocation of general powers of attorney
10
Consolidated financial
statements/notes
12
Financial liabilities at FVPL
2,627.2
3,474.4
12
Financial liabilities measured at amortised cost
210.5
168.0
Financial instruments held by central counterparties
17, 18
208.2
222.4
16
Provisions for pensions and other employee benefits
NON-CURRENT LIABILITIES
6,110.6
375.3
5,735.3
Other non-current provisions
6,934.7
5,234.2
Other financial liabilities at FVPL
313.7
18
231.8
267.1
Other current provisions
Income tax liabilities
CURRENT LIABILITIES
Total non-current liabilities
8,610.4
11,031.4
226.3
216.7
9
Deferred tax liabilities
19.7
13.9
Other non-current liabilities
84.3
1.5
4,724.5
- 52.1
- 471.8
190.0
1,344.7
Further information
1) Previous year adjusted
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
174
137,165.3
125,458.4
138,171.0
152,767.7
Total assets
Total current assets
340.9
548.1
13
Other current assets
108.5
1.8
80,768.1
15.8
109.5
9
Equity and liabilities
250.7
<3
31 Dec 2020
387.8
6,556.1
6,168.3
5,183.7
- 92.6
- 465.2
190.0
1,352.4
Total equity
Non-controlling interests
Shareholders' equity
14
Accumulated profit
Revaluation surplus
Treasury shares
Share premium
Subscribed capital
EQUITY
€m
€m
31 Dec 2019
Note
Income tax assets
Financial liabilities at amortised cost
Trade payables
163.5
- 78.6
82.8
143.6
- 15.4
- 11.9
9
5.9
1,523.0
- 61.8
1,035.4
1,125.1
264.3
10, 11
Changes in liabilities from CCP positions
Cash flows from operating activities excluding CCP positions
Net loss on disposal of non-current assets
Increase in non-current liabilities
Increase/(decrease) in current liabilities
226.2
20
- 832.8
721.8
1,412.0
1,895.7
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
Proceeds from the disposal of shares in associates and joint ventures
Payments to acquire subsidiaries, net of cash acquired
Payments to acquire investments in associates and joint ventures
Payments to acquire non-current financial instruments
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
Cash flows from operating activities
Changes in receivables from CCP positions
1,030.6
- 1.0
- 7.4
159.2
- 106.4
- 273.0
52.5
- 19.0
- 2.1
926.1
- 2,000.2
Decrease/(increase) in receivables and other assets
Changes in working capital, net of non-cash items:
Other non-cash income
Deferred tax income
29.5
332.9
122,444.3
174.1
544.7
135,180.2
Total current liabilities
19
Other current liabilities
Other financial liabilities at FVPL
77,411.5
80,673.1
Financial instruments held by central counterparties
12
Financial liabilities at FVPL
29,755.8
38,188.8
Cash deposits by market participants
14,225.4
14,630.0
Other financial liabilities at amortised cost
206.7
388.6
Total liabilities
12
Total equity and liabilities
131,054.7
(Decrease)/increase in non-current provisions
Net profit for the period
Depreciation, amortisation and impairment losses
€m
€m
2019
2020
Note
<3
for the period 1 January to 31 December 2020
Consolidated cash flow statement
Further information
Financial statements | Consolidated cash flow statement
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
175
137,165.3
152,767.7
146,211.6
(Net increase)/net decrease in current receivables and securities from banking
business with an original term greater than three months
Other financial assets at FVPL
12
- 42.1
-0.3
11.3
-0.4
14
- 0.9
-0.4
- 10.4
Items that may be reclassified subsequently to profit or loss:
Exchange rate differences
25.7
- 25.2
1,035.4
€m
2019
1,125.1
€m
2020
Note
- 42.1
14
- 106.2
- 1.8
991.3
978.0
thereof non-controlling interests
thereof Deutsche Börse AG shareholders
Total comprehensive income
- 44.1
- 147.1
Other comprehensive income after tax
- 2.0
- 146.8
0
0.1
14
Deferred taxes
-0.4
0.2
- 40.3
Remeasurement of cash flow hedges
- 0.4
Other comprehensive income from investments using the equity method
Deferred taxes
Other
Equity investments measured at fair value through OCI
Changes from defined benefit obligations
1,079.9
1,035.4
- 362.6
- 402.6
1,125.1
9
-0.4
- 0.5
1,398.4
1,528.2
- 64.4
- 102.9
8
10.7
26.0
8
1,452.1
1,605.1
- 226.2
-264.3
1,003.9
950.4
45.2
21
Items that will not be reclassified to profit or loss:
Net profit for the period reported in consolidated income statement
for the period 1 January to 31 December 2020
income
Consolidated statement of comprehensive
<3
Further information
Notes
income
Financial statements | Consolidated statement of comprehensive
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
172
5.47
5.89
21
5.47
5.89
31.5
Financial instruments held by central counterparties
960.6
30.7
5,234.2
28.4
6,027.6
42.4
8,086.0
6,934.7
Total non-current assets
Deferred tax assets
Other non-current assets
Investment in associates and joint ventures
0
698.7
9
66.3
12
498.0
530.4
15.8
7.0
95.9
101.7
39.8
107.0
4.4
997.5
89.5
6.0
161.7
44.5
14,596.7
Financial assets at FVPL
888.1
1,467.3
Other cash and bank balances
447.3
15,381.6
29,988.7
38,420.1
Restricted bank balances
16,225.1
Other financial assets at amortised cost
616.6
Trade receivables
12
Debt financial assets measured at amortised cost
0
0.5
12
Debt financial assets measured at FVOCI
CURRENT ASSETS
4.0
124.4
11,706.9
52.4
346.5
369.2
11
Computer hardware, operating and office equipment
Fixtures and fittings
Land and buildings
Property, plant and equipment
Other intangible assets
Payments on account and assets under development
Goodwill
Software
Intangible assets
NON-CURRENT ASSETS
Assets
as at 31 December 2020
Consolidated balance sheet
Further information
Financial statements | Consolidated balance sheet
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
173
Payments on account and construction in progress
27.6
Financial assets
Strategic investments
5,008.4
5,723.2
1,040.9
1,255.4
92.5
404.5
3,470.5
383.8
3,957.6
126.3
10
€m
€m
31 Dec 2019
31 Dec 2020
Note
<3
Other financial debt assets at FVPL
Financial instruments held by central counterparties
Financial assets at FVPL
Debt financial assets measured at amortised cost
Debt instruments
Financial assets at FVOCI
Net increase/(net decrease) in current liabilities from banking business with an
original term greater than three months
Financial statements | Consolidated balance sheet
Notes
Proceeds from disposals of intangible assets
179
All accounting policies, estimates, measurement uncertainties and discretionary judgements referring to
a specific subject matter are described in the corresponding note. Such disclosures are focused on
applicable accounting options under IFRSS. Deutsche Börse Group does not present the underlying
Disclosures on capital mangement are included in the risk report section of the combined management
report and are are an integral part of the consolidated financial statements. These audited disclosures
are color-coded int the risk report with a gray background.
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 (Єm). Due to rounding, actual amounts may differ from unrounded or disclosed figures. This may
cause slight deviations from the figures disclosed in the previous year.
The consolidated income statement is structured using the nature of expense method.
The disclosures required in accordance with the Handelsgesetzbuch (HGB, German Commercial Code)
section 315e (1) have been presented in the notes to the consolidated financial statements and the
remuneration report of the combined management report.
The 2020 consolidated financial statements have been prepared in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the related interpretations issued by the International Financial Reporting Interpretations Committee
(IFRIC), 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.
Basis of reporting
Deutsche Börse Group | Annual report 2020
Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG (the
"company") has its registered office in Frankfurt/Main, Germany, and is registered in the commercial
register B of the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under HRB 32232.
Deutsche Börse AG and its subsidiaries operate cash and derivatives markets. Its business areas range
from pre-IPO and growth financing services, the admission of securities to listing, through trading,
clearing and settlement, down to custody of securities. Furthermore, IT services are provided and market
information distributed. Moreover, certain subsidiaries of Deutsche Börse AG own a banking license and
offer banking services to customers. For details regarding internal organisation and reporting, see
Fundamental information about the Group.
1. General principles
Notes to the consolidated financial statements
Basis of preparation
<3
Further information
Notes | Basis of preparation
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Company information
Executive and Supervisory Boards
Management report
Financial statements
1 Jan 2020
none-material
1 Jan 2020
Amendment: Definition of a Business
Amendment: Definition of Material
Group
Effects at
Deutsche Börse
Application date
IFRS 9, IAS 39, IFRS 7
IFRS 16
IFRS 3
IAS 1, IAS 8
Standard/Amendment/Interpretation
In the 2020 reporting period, the following standards and interpretations issued by the IASB and
adopted by the European Commission were applied to Deutsche Börse Group for the first time. They
were not applied earlier than required.
New accounting standards – implemented in the year under review
The listing of the composition of items of assets and liabilities and items of the consolidated statement of
comprehensive income is based on materiality. Deutsche Börse Group defines materiality as a share of
approximately 10 percent of the relevant total.
published IFRS guidelines, unless this is considered crucial to enhance transparency. The annual
financial statements of subsidiaries included in the consolidated financial statements have been
prepared on the basis of the Group-wide accounting policies based on IFRS that are described in the
following. They were applied consistently to the periods shown.
<3
Further information
Notes | Basis of preparation
178
6,556.1
387.8
6,168.3
6.6
7.7
Sales under the Group Share
Plan
0.0
-0.2
0.2
0.2
Exchange rate differences and
other adjustments
978.1
27.6
- 147.1
1,125.1
45.2
- 17.6
- 129.5
950.4
375.3 6,110.6
5,735.3
1,079.9
4,724.5
1,079.9
- 89.0
990.9
40.5
Total comprehensive income
14.3
none
14.3
11.7
5,183.7
- 92.6
465.2
1,352.4
190.0
Balance as at 31 December 2020
- 532.5
- 15.1
- 517.4
- 531.7
6.6
7.7
Transactions with shareholders
- 558.5
- 26.6
- 531.9
- 531.9
Dividends paid
11.7
Changes from non-controlling
interests
- 40.5
IBOR Reform 1: amendments of IFRS 9, IAS 39 and IFRS 7
Amendment: COVID-19-related to rent concessions
none
Total revenue
Volume-related costs
Net revenue (total revenue less volume-related costs)
Staff costs
Other operating expenses
Operating costs
<3
Note
Other operating income
2020
2019¹)
€m
4
3,519.3
4
196.6
4
3,756.4
40.5
€m
Treasury result from banking business
Sales revenue
for the period 1 January to 31 December 2020
171 Consolidated financial statements
172 Consolidated income statement
173 Consolidated statement of comprehensive income
174 Consolidated balance sheet
176 Consolidated cash flow statement
178 Consolidated statement of changes in equity
179 Notes to the consolidated financial statements
179 Basis of preparation
188 Consolidated income statement disclosures
204 Consolidated Balance sheet disclosures
252 Other disclosures
277 Responsibility statement by the Executive Board
278 Independent Auditor's Report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements | Consolidated income statement
Notes
Proceeds from disposals of non-current financial instruments
Consolidated income statement
3,054.2
247.7
13.5
3,315.4
Financial expense
Earnings before tax (EBT)
Other tax
Income tax expense
Net profit for the period
Net profit for the period attributable to Deutsche Börse AG shareholders
Net profit for the period attributable to non-controlling interests
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
180
The IASB issued the following new or amended Standards and Interpretations, which were not applied
in the consolidated financial statements, because endorsement by the EU was still pending or the
application was not mandatory. The new or amended Standards and Interpretations must be applied for
financial years beginning on or after the effective date. Even though early application may be permitted
for some standards, Deutsche Börse Group does usually not use any early application options.
not yet implemented
-
New accounting standards
none-material
1 Jan 2020
Revised Framework
none
1 June 2020
Financial income
1 Jan 2020
Earnings before interest and tax (EBIT)
1,678.3
4
- 542.6
3,213.8
- 379.4
2,936.0
5
- 822.9
- 747.8
6
- 545.8
- 516.6
- 1,368.7
- 1,264.4
Result from financial investments
8
24.3
6.7
Earnings before interest, tax, depreciation and amortisation (EBITDA)
1,869.4
Depreciation, amortisation and impairment losses
Other comprehensive income
Further information
- 52.1
Interest-similar income received
Cash and cash equivalents at end of period
Cash and cash equivalents at beginning of period
Effect of exchange rate differences
Net change in cash and cash equivalents (brought forward)
Further information
Financial statements | Consolidated cash flow statement
Notes
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
176
302.6
370.0
99.4
- 254.2
20
495.0
- 531.9
15
Dividends received
42.6
Interest paid
<3
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
177
- 494.1
- 323.0
- 352.4
381.8
4.7
5.4
540.1
2,145.5
2,506.7
526.1
20
3.9
1,839.0
2,145.5
- 8.9
2019
€m
302.6
€m
370.0
2020
Notes
Income tax paid
Management report
- 47.4
- 602.9
- 9.5
- 26.4
- 226.5
- 601.2
- 61.9
- 61.2
- 123.0
- 134.3
Net change in cash and cash equivalents
Cash flows from financing activities
Dividends paid
Finance lease payments
Proceeds from long-term financing
Repayment of long-term financing
Proceeds from non-controlling interests
Payments to non-controlling interests
Proceeds from sale of treasury shares
Cash flows from investing activities
Profit for the period
- 448.5
0
- 666.4
0.1
0
945.5
- 24.5
655.3
6.2
0
- 26.6
9.1
- 722.9
2.6
47.8
- 787.7
22
2.5
625.3
- 62.3
177.4
371.4
- 341.5
4.7
20.2
0
Financial statements | Consolidated statement of changes in equity
Notes
78,301.5
<3
236.4
424.1
424.1
Changes from business
increases/decreases
- 24.5
- 24.5
Changes due to capital
10.2
10.2
5.9
4.3
Sales under the Group Share
Plan
12.7
-0.8
13.5
13.5
Exchange rate differences and
other adjustments
991.3
660.5
30.7
combinations
- 495.0
- 471.8
Further information
1,344.7
190.0
Balance as at 1 January 2020
211.1
375.3
5,735.3
4,724.5
- 52.1
- 471.8
1,344.7
190.0
Balance as at 31 December 2019
- 47.2
- 57.4
5.9
4.3
Transactions with shareholders
495.0
Dividends paid
960.6
- 495.0
163.9
6,110.6
41.9
€m
€m
€m
€m
€m
190.0
Balance as at 1 January 2019
profit
lated
tion
surplus
Treasury
shares
Share
premium
Subscribed
capital
Non-
Share-
Accumu-
for the period 1 January to 31 December 2020
Attributable to owners of Deutsche Börse AG
Consolidated statement of changes in equity
1,002.5
holders'
equity
€m
controlling
interests
Revalua-
equity
Total
after tax
- 0.8
- 43.3
1,035.4
31.5
4,955.4
133.5
4,821.9
1,003.9
- 44.1
- 41.9
€m
3,779.4
1,003.9
- 1.4
€m
1,340.4
Total comprehensive income
- 10.2
Net profit for the period
- 477.7
Other comprehensive income
Deutsche Börse Group | Annual report 2020
Total consideration
Acquired bank balances
Non-controlling interests
Purchase price in cash
Consideration transferred
Goodwill resulting from the business combination with Axioma Inc.
The final purchase price allocation is as follows:
In the context of the acquisition of Axioma Inc, New York, USA (Axioma) on 13 September 2019 there
was an adjustment to the opening balance sheet with an effect on the preliminary goodwill within the
12-month period. This adjustment resulted in a reduction of current financial assets and a corresponding
increase in goodwill of €4.3 million.
The full consolidation of Quantitative Brokers resulted in an increase in net revenue of €1.3 million as
well as a reduction of earnings after tax amounting to €– 0.2 million. If the company had been fully
consolidated as at 1 January 2020, this would have resulted in an increase in net revenue of €18.8
million as well as a reduction of income after tax amounting to €- 3.3 million.
Notes | Basis of preparation
Financial statements
Management report
Executive and Supervisory Boards
Acquired assets and liabilities
Axioma Inc, New York, USA (Axioma)
Further information
Total assets and liabilities acquired
Trade names
730.3
- 1.9
84.0
648.3
€m
13 Sep 2019
goodwill
calculation
Customer relationships
Preliminary
Contract liabilties
Other non-current and current liabilities
Deferred tax liabilities
Other current assets (without cash)
Other non-current assets
Software in development
Software
Goodwill (not tax-deductible)
185
Acquired assets and liabilities
Goodwill (bot tax-deductible)
90.5
1 Dec 2020
€m
Preliminary
goodwill
calculation
Total consideration
Acquired bank balances
Cash-Flow Hedge
Purchase price in cash
Consideration transferred
Goodwill resulting from the business combination with Quantitative Brokers, LLC
Quantitative Brokers is an independent provider of sophisticated execution algorithms and data-based
analytics applications for global futures, option and interest rate markets. The transaction is allocated to
the Eurex segment. Deutsche Börse Group is expecting significant synergies from the transaction,
particularly in revenue, which is reflected in the goodwill resulting from the transaction. The purchase
price allocation - preliminary as at the reporting date - yielded the following effects:
In the fourth quarter 2020 Deutsche Boerse Systems Inc., Chicago, USA (a wholly-owned subsidiary of
Deutsche Börse AG) completed the acquisition of 72.8 per cent of the shares in Quantitive Brokers, LLC,
New York, USA, for a purchase price of US$ 108.9 million. The parties also agreed on reciprocal
options that may over time lead to a complete acquisition of the shares in Quantitative Brokers. Since
Deutsche Börse Group can choose to fulfil these options with treasury shares, the shares are classified
as equity and no financial liability is recognised.
Quantitative Brokers, LLC, New York, USA (Quantitative Brokers)
The full consolidation of Fondscenter resulted in an increase in net revenue of €14.1 million as well
as an increase in earnings after tax amounting to €8.1 million. If the company had been fully
consolidated as at 1 January 2020, this would have resulted in an increase in net revenue of €46.2
million as well as an increase in income after tax amounting to €11.1 million.
<3
Further information
Notes | Basis of preparation
36.3
0.5
64.1
- 8.1
Customer relationships
18.8
Total assets and liabilities acquired
- 11.7
Non-controlling interests
- 4.1
Deferred tax liabilities on temporary differences
- 8.4
Current liabilities
- 1.4
Non-current liabilities
3.0
1.7
10.2
29.5
Current assets
Property, Plant & Equipment
Software
82.9
65.0
-
15.2
Further information
Notes | Notes on the consolidated income statement
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
188
<3
In addition, infrastructure fees are charged for the technical connections to the trading and clearing
systems of Deutsche Börse Group. The customer has use of the company's service and uses the service
as it is performed over the life of the contract. As the smallest reporting period is the same as the
contract term, the percentage of completion equals 100 per cent. The infrastructure revenue generated
from this is usually realised monthly with invoicing.
Revenue in the derivatives business is generated primarily from equity index derivatives, interest rate
derivatives and equity derivatives, fees that are charged for transactions with regard to the
matching/registration, administration and regulation of order book and off-book transactions on Eurex
Germany. Fees, as well as any reductions are specified in price lists and circulars. Rebates depend
mainly on monthly volumes or the monthly fulfilment of liquidity provisioning obligations in certain
products or product groups. Revenue for transactions in listed derivatives is recognised as soon as
contracts are matched/registered and there is no unfulfilled obligation towards the customer. Receivables
are recognised if the agreed service is rendered at a specific point in time and the claim to the
consideration solely depends on the course of time. Transaction fees are invoiced on a monthly basis
and are payable when invoiced. Since discounts are generally granted on a monthly basis, the
recognition of a contractual liability is not necessary. Payments are generally debited directly from the
clearing member immediately after invoicing.
Eurex (financial derivatives)
This section comprises details on revenue from contracts with customers. This includes in particular:
revenue recognition, trade receivables as well as contract liabilities (see note 19 concerning the balances
of contractual liabilities). Revenue is recognised in Deutsche Börse Group's segments as follows:
Revenue recognition
■ Volume-related costs.
■ Other operating income, and
Treasury result from banking business,
Fees are also collected for clearing and settlement services provided for off-exchange (over-the-counter,
OTC) transactions, mainly comprising posting and administration fees. Fees for these transactions and
the related discounts are also specified in price lists and circulars of Eurex Clearing AG. In the case of
OTC transactions, posting fees are recognised at novation on a monthly basis. These fees are recognised
at a specific point in time; namely, when the promised service is transferred at a specific point in time,
and the entitlement to consideration depends solely on the passage of time. OTC administrative fees are
recognised over time as the service is provided until the transaction has been closed, terminated or has
matured. A receivable is recognised monthly based on the usage within the respective month, provided
that the respective position is still open at month end. In general, the payments are directly debited from
the clearing member.
Market participants subscribe to real-time trading and market signals or licence these services for their
own use, processing, or dissemination. The customer simultaneously receives and consumes the
benefits provided by the entity's performance during the contract term. Customers report their usage,
and fees are charged in the month after usage. Deutsche Börse Group puts together monthly estimates
that are based on the trend of the preceding months. Revenue estimates are revised when warranted by
the circumstances. Increases and decreases in estimated revenue are reflected in the consolidated
income statement in the period in which the circumstances that give rise to the revision become known
by the management. Revenue is recognised based on the price specified in the price list. Customers are
invoiced on a monthly basis, and consideration is payable when invoiced.
EEX (commodities)
Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as
freight rates and agricultural products. Revenue is generated primarily from fees that are charged for
exchange trading and clearing of commodity products. Transaction fees are specified in the price list.
Rebates are granted primarily in the form of monthly rebates for the provision of a certain volume or level
of liquidity. These types of rebates are dependent upon the total monthly volume or the monthly
fulfilment of certain liquidity provision obligations. Revenue is recognised as soon as contracts are
matched/registered and there is no unfulfilled obligation towards the customer as the service has already
been performed by this point in time. EEX recognises receivables when the promised service is provided
at a certain time and the entitlement to consideration depends solely on the passage of time. Most of the
invoiced amounts are debited directly from the clearing members. Infrastructure fees are accounted for in
the same way as described in the section “Eurex (financial derivatives)".
Fees collected for the administration of securities and for settlement services are recognised when the
agreed service is provided to the customer. This occurs when instructions are received and the
transactions are processed. The service has been fulfilled at this point in time. Receivables are
recognised if the agreed service is rendered at a specific point in time and the claim to the consideration
solely depends on the course of time. Since discounts are generally granted on a monthly basis, the
recognition of a contractual liability is not necessary. Customers are invoiced on a monthly basis and
consideration is payable when invoiced.
Clearstream provides post-trading infrastructure and services; it offers transaction settlement services as
well as administration and custody of securities. The fees are calculated in accordance with the prices
set in the price list as well as with any relevant discounts granted. In accordance with the general terms
and conditions, the customer authorises direct debiting and consequently no financing component has
been identified. Customers in the custody business receive the benefit from the service provided and
consume it at the same time as the performance is fulfilled during the contract period. The revenue
generated from this is generally realised on a monthly basis upon invoicing.
Clearstream (post-trading)
Contracts for trading and clearing cash market products, contracts for trading data and market signals
and contracts for infrastructure services in the Xetra (securities trading) segment are accounted for in the
same way as described in the section “Eurex (financial derivatives)".
Listing fees are levied for the activity of all bodies of FWB, which supervise the trading and the
settlement of trades as well as ensure the proper functioning of all trading activities (permanent
possibility to make use of exchange facilities). Listing fees are recurring fees, which are charged for a
service that is delivered over time. Accordingly, revenue is realised on a pro-rata basis. Revenue from
fees for listings on the regulated unofficial market is realised in a similar manner. This revenue is
presented under “Listing revenue".
As a general rule, securities intended for trading on the regulated market of Fankfurter Wertpapierbörse
(FWB, the Frankfurt Stock Exchange) are subject to the admission and listing, or inclusion, resolved by
FWB's Exchange Management. Deutsche Börse AG, as the operator of the public-sector exchange,
charges fees for the admission, listing, inclusion and quotation of securities on the regulated market.
Fees charged for the admission and inclusion of securities with definite maturities on the regulated
market are realised using the projected useful lives of the underlying securities. Accordingly, the fees
charged for the listing of securities on the regulated unofficial market are realised using the projected
useful lives of the underlying securities. The method for measuring the percentage of completion of the
performance obligation on the basis of projected useful lives is considered appropriate within the
meaning of IFRS 15. Invoicing is made on a quarterly basis, and receivables are payable upon receipt of
invoice.
<3
Xetra (securities trading)
Further information
Notes | Notes on the consolidated income statement
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
189
360T is a provider of optimised services covering the entire trading process of foreign-exchange products
and generates commission income from trading fees. In addition, 360T generates other fees in the form
of access fees to use the trading platform, installation fees from the onboarding of customers on its
trading platform, as well as user set-up fees and fees for the programming and maintenance of
necessary interfaces. Revenue is recognised when the contractually agreed service is provided to the
customer. Revenue from the use of the platform and maintenance fees are recognised on a pro-rata
basis. Access fees, transaction fees, as well as trading platform fees, contain different discount
schedules on a monthly basis. Such discounts are considered accordingly in the month in which the
services are rendered and reduce the sales revenue of such period. They are invoiced on a monthly
basis. Maintenance fees are invoiced on an annual basis.
360T (foreign exchange)
Financial statements
90.3
■ Revenue,
Recognition of income and expenses
Notes | Basis of preparation
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
186
Deutsche Börse will hold a majority share of approximately 81 per cent of ISS. The transaction is based
on a valuation of US$ 2,275 million cash and debt-free for 100 per cent of ISS. Deutsche Börse
financed €1 billion of the transaction with debt and the remainder with cash.
Further information
Deutsche Börse AG announced on 17 November 2020 that it had signed binding contracts for the
acquisition of Institutional Shareholder Services, Inc. (ISS), a leading provider of governance solutions,
ESG data and analytics.
600.9
129.4
- 21.5
- 71.5
- 36.8
37.2
15.2
Institutional Shareholder Services Inc., Rockville, USA (ISS)
<3
The expertise of ISS in ESG and data will enable Deutsche Börse to become a leading global provider of
ESG data. The two companies' business is largely complementary and enables revenue synergies along
the entire value chain of Deutsche Börse Group.
When the transaction is complete ISS will continue to operate with the same independence as before
with regard to its data and research services. The current management team around CEO Gary Retelny
will co-invest in the transaction and continue to manage the ISS business after the transaction.
4. Net revenues
Notes on the consolidated income statement
<3
Further information
Notes | Notes on the consolidated income statement
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
187
For all adjustments, there was no impact on the consolidated statement of comprehensive income,
consolidated balance sheet, consolidated statement of changes in equity, consolidated statement of cash
flows and earnings per share.
Deutsche Börse Group adjusted the structure of the consolidated income statement in 2020 to enable
greater transparency concerning the Group's financial performance. The former item "Net interest
income from banking business" has been renamed "Treasury result from banking business”. “Net income
from strategic investments" was renamed "Result from financial investments", since this is a more
accurate description.
Deutsche Börse Group modified its segment reporting with effect from the first quarter of 2020
to better emphasise the Group's growth areas. The former GSF (collateral management) segment has
been allocated in full to the Clearstream (post-trading) segment. The former Data (data business)
segment is now reported within the Xetra (securities trading) and Eurex (financial derivatives) segments.
In this context the existing goodwill for the previous segments is also allocated to the cash-generating
units (CGU).
3. Adjustments
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement. 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 through the Group's representation on the supervisory board or the board of
directors.
Associates
The transaction was closed on 25 February 2021 and ISS will be reported in Deutsche Börse Group's
financial statements as a separate operating segment from that date.
Overall, Deutsche Börse Group's net revenue comprised the following items:
Management report
<3
Deutsche Börse Group | Annual report 2020
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" at cost.
Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is netted
against the corresponding expenses. Intercompany profits or losses arising from deliveries of intra-Group
goods and services, as well as dividends distributed within the Group, are eliminated. Deferred taxes for
consolidation adjustments are recognised where these are expected to reverse in subsequent years.
<3
2. Consolidation principles
Further information
Notes | Basis of preparation
Financial statements
Currency translation
Management report
181
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of
insurance contracts. The objective of IFRS 17 is to ensure that an entity provides relevant information
that faithfully represents insurance contracts. According to the standard, insurance liabilities shall be
measured at the current fulfilment cash flows instead of historical costs. Furthermore, the objective is to
form a uniform basis regarding the recognition, measurement and presentation of insurance contracts,
including the notes. The effective date was deferred and is now applicable in the EU for financial years
beginning on or after 1 January 2023 The standard has not yet been endorsed by the EU. On the basis
of our analysis we are not expecting any effect on the financial position and financial performance of
Deutsche Börse Group.
IFRS 17 "Insurance Contracts"
Amendment of IFRS 9, IAS 39 and IFRS 7 and other standards – IBOR Reform Phase 2
IBOR Reform Phase 2 relates to matters that may have an effect on financial reporting when a reference
interest rate is replaced by an alternative interest rate. The amendments concern exemptions for the
presentation and recognition of contractual modifications to financial instruments. The change in
contractual cash flows is not to be shown in the result of the modification; the subsequent measurement
is rather to be made on the basis of the updated effective interest rate, so capturing the effect on
earnings over the remaining term. This expedient affects Deutsche Börse Group in terms of the
recognition and presentation of floating-rate financial instruments, to the extent that old reference
interest rates have to be replaced due to the reform. The practical expedient also states that hedging
relationships are not discontinued solely because of such adjustments. This amendment has no effect on
the consolidated financial statements of Deutsche Börse Group, because it does not use interest rate
hedges. There are also additional disclosure obligations that particularly affect the presentation of risk
management by Deutsche Börse Group.
The amendments only relate to the presentation of liabilities in the statement of financial position - not
the amount or the timing of recognition of assets, liabilities, income and expenses or disclosure made by
entities about these items. The amendments clarify that liabilities must be classified as current or non-
current on the basis of the rights that are in existence at the reporting date. The potential effects of
amendments to the presentation of consolidated financial statements of Deutsche Börse Group are
currently being examined.
Amendment to IAS 1 Classification of Liabilities as Current or Non-current
none
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
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 reporting
date, monetary balance sheet items in foreign currency are measured at the exchange rate at the
reporting date, while non-monetary balance sheet items recognised at historical cost are measured at the
exchange rate on the transaction date. By contrast, non-monetary balance sheet items measured at fair
value are translated at the exchange rate prevailing at the valuation date. Exchange rate differences for
monetary balance sheet items are recognised either as other operating income or expenses, or as the
treasury result from banking business or as result from financial investments in the period in which they
arise, unless the underlying transactions are hedged. Exchange rate differences for non-monetary
balance sheet items at fair value are recognised in other comprehensive income. Gains and losses from
a monetary item that forms part of a net investment in a foreign operation are recognised directly in
"retained earnings".
The balance sheet items 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, equity is
translated at historical rates and the items in the consolidated income statement are translated at the
average exchange rates for the reporting period. Resulting exchange differences are recognised directly in
"retained earnings". When the relevant subsidiary is sold, these exchange rate differences are recognised
in the net profit for the period in which the deconsolidation gain or loss is realised.
182
CHF (Fr.)
Average rate
2019
2020
Average rate
British pound
Czech koruna
US dollars
Swiss francs
Exchange rates
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Further information
Notes | Basis of preparation
<3
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
1 Jan 2022
1.0713
The annual improvements resulted in amendments to IFRS 1, IFRS 9, IAS
41 and IFRS 16
Amendments to IAS 37: Onerous contracts - Cost of Fulfilling a Contract
this table
See notes under
Group
Effects at
Deutsche Börse
1 Jan 2021
1 Jan 2022
Application date
1 Jan 2023
non
<3
IAS 1
Standard/Amendment/Interpretation
Further information
Notes | Basis of preparation
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Amend-ments in clas-si-fi-ca-tion of li-a-bil-i-ties as current or non-current
none
IFRS 3
IFRS 4
none
See notes under
this table
1 Jan 2023
1 Jan 2022
none
See notes under
this table
Annual Improvement
Cycle 2018 2020
IAS 37
Insurance Contracts
IFRS 17
Amendments to IAS 16: Clarifications
IAS 16
1 Jan 2021
IBOR REFORM 2: Amendment of IFRS 9, IAS 39 and IFRS 7 and other
standards
and others
IFRS 9, IAS 39, IFRS 7,
Amendments to IFRS 3 relate to a reference to the Conceptual Framework
Amendment to IFRS 4: Extension of the temporary exemption from
applying IFRS 9
1 Jan 2022
Executive and Supervisory Boards
1.1112
Closing price as
Current liabilities
Other non-current liabilities
Pension provisions (less plan assets)
Deferred tax assets
Current assets
Other non-current assets
Software
Total assets and liabilities acquired
Customer relationships
Total consideration
Acquired bank balances
Put options
Effective part of the cashflow hedge
Purchase price in cash
Consideration transferred
Goodwill resulting from the business combination with Fondcenter AG
Acquired assets and liabilities
Goodwill (not tax-dedutcible)
Preliminary
goodwill
calculation
30 Sep 2020
184
484.9
279.2
119.6
- 1.3
- 3.6
34.7
120.8
2.0
5.6
240.6
764.1
- 3.8
401.5
3.1
363.3
€m
Deutsche Börse Group expects the transaction to deliver considerable synergies both in terms of revenue
and cost effects. Such synergies are reflected in particular by the goodwill resulting from the transaction.
The purchase price allocation - preliminary as at the reporting date - yielded the following effects:
Closing price as
at 31 Dec 2020
1.0832
The new entity will be the centre of excellence for fund distribution services within the Deutsche Börse
Group and is presented in the IFS segment. Combining it with the existing services from Clearstream
Fund Desk (formerly Swisscanto Funds) creates a leading provider of fund services, with great benefits
for the customers of UBS and Clearstream.
Fondcenter AG, Zurich, Switzerland (Fondcenter)
1.6254
1.5256
1.5791
SGD (S$)
25.4068
26.2698
25.6700
1.5090
26.5249
1.1212
1.2299
1.1195
1.1477
USD (US$)
1.0857
at 31 Dec 2019
CZK (Kč)
GBP (£)
0.8908
0.8767
Acquisitions
Further information
Notes | Basis of preparation
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
183
31 December 2020 included in the consolidated financial statements are presented in the list of
shareholdings in note 33.
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at
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 acquisition
date fair values. 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.
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are
included in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed
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.
Subsidiaries and business combinations
Translation differences arising from a monetary item that is part of a net investment in a foreign
operation of Deutsche Börse Group are initially recognized in other comprehensive income and
reclassified from equity to profit or loss on disposal of the net investment.
Net investments in a foreign operation
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying 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.
0.8537
0.8999
In the third quarter of 2020 Clearstream Holding AG, Frankfurt, Germany (a wholly-owned subsdiary of
Deutsche Börse AG) completed the acquisition of 51.2 per cent of the shares in Fondcenter AG Zurich,
Switzerland (since renamed Clearstream Fund Centre AG) for a purchase price of CHF 392.5 million (1st
tranche). Clearstream Holding AG will acquire the remaining 48.8 per cent of the shares in the course of
a second transaction (2nd tranche). The acquisition of the 2nd tranche is expected to take place in the
second quarter of 2022. Deutsche Börse Group recognised the related purchase price liability of
CHF 433.4 million in the category "Financial liabilities measured at amortised cost" when the 1st
tranche was consolidated as of 30 September 2020 and so does not present an “Equalisation item for
non-controlling interests”. This liability is measured at the expected settlement amount using the
effective interest method.
Singapore dollar
190
Via Clearstream, Deutsche Börse Group provides a comprehensive range of global securities financing
(GSF) services with the two most prominent being collateral management and securities lending
services. Customers of collateral management services simultaneously receive and consume the benefits
with the company's performance of the service. Revenue is recognised over time concurrent with the
provision of collateral management services. Services in the securities lending business, on the other
hand, are provided at a specific point in time.
53 Combined non-financial statement
■ Discussion of data security, the Cloud Act and the data centre strategy
■ Information security, IT risk management and cyber resilience
■ Discussion of malfunctions in the T7 system and measures taken
■Introduction of the A7 analytics platform
■ Discussion of post-merger integration of the UBS fund distribution platform Fondcenter AG
Chairman Selection Committee (all meetings held in 2019)
■ Preparations for the new election of the Supervisory Board Chair after the Annual General Meeting
2020
Chairman's Committee (no meeting during the reporting period)
The Chairman's Committee convenes on the initiative of the Chair of the Supervisory Board; it deals with
time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. There was no
need for the Chairman's Committee to hold a meeting during the year under review.
16
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
Additional information
Mediation Committee (no meetings during the reporting period)
The Mediation Committee is set up by law. Pursuant to section 31(3) of the MitbestG, it submits
proposals to the Supervisory Board for the appointment or dismissal of Executive Board members when
a two-thirds majority has not been reached. The Mediation Committee only convenes as required. There
was no need for the Mediation Committee to hold a meeting during the year under review.
Audit of the annual and consolidated financial statements
KPMG AG Wirtschaftsprüfungsgesellschaft, domiciled in Berlin, (KPMG) audited the annual financial
statements of Deutsche Börse AG, the consolidated financial statements and the combined management
report, including the combined non-financial statement for the financial year ended 31 December 2020,
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 2020 were reviewed by KPMG. The documents relating to the financial statements and the
reports by KPMG were submitted to us for inspection and examination in good time. The lead auditors,
Klaus-Ulrich Pfeiffer and Sven-Olaf Leitz, attended the relevant meetings of the Audit Committee and the
plenary meeting of the Supervisory Board convened to approve the financial statements. The auditors
reported on the key results of the audit; in particular, they focused on the net assets, financial position
and results of operation of the company and the Group and were available to provide supplementary
information. The audit of compliance with all relevant statutory provisions and regulatory requirements
did not give rise to any objections. KPMG provided information on other services that it had rendered in
addition to its audit services. There were no grounds for suspecting that the auditors' independence
might be impaired.
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 approves the annual financial
statements and consolidated financial statements.
■The digital workplace under COVID-19
■ Discussion of cloud computing, cloud partners and security strategies
■ Discussion of big data initiatives and the use of artificial intelligence
Ongoing development of Deutsche Börse Group's IT strategy and implementation of a holistic
technology transformation
Ongoing enhancements to Group-wide compliance and risk management and the harmonisation of
internal control systems
■ Deutsche Börse Group's risk strategy and risk culture
■
Operational risk, information security and business continuity management
■ Risk management in Eurex and Clearstream subgroups
■ Impact of potential Brexit scenarios
"
Implemenation of new regulatory requirements
Integration within the scope of company acquisitions
Know-your-customer processes at the Clearstream and Eurex subgroups
■ Discussion of open audit findings and plan of action to address them
■
Determining the risk appetite of Deutsche Börse Group for 2021
■ Discussion of the CRO Roadmap and the related plan of action
■ Discussion of the CSDR-compliant Eurex buy-in agent service
▪ Deutsche Börse Group's recovery and resolution plans
■ Discussion of topics relating to tax risk
Strategy Committee (one meeting during the reporting period)
■ Discussion of the medium-term growth strategy of Deutsche Börse Group (Compass 2023)
Technology Committee (four meetings during the reporting period, including one joint meeting with
the Risk Committee)
■
Our own examination – during a plenary meeting - of the 2020 annual financial statements,
consolidated financial statements and the combined management report, including the non-financial
statement, did not lead to any objections and we concurred with the results of the audit performed by
the auditors. We therefore approved the result of the audit. We approved the annual financial statements
prepared by the Executive Board and the consolidated financial statements at our meeting on 5 March
2021, in line with the Audit Committee's recommendation. As a result, the annual financial statements
of Deutsche Börse AG have been adopted. The Audit Committee discussed the Executive Board's
proposal for the appropriation of the unappropriated surplus (Bilanzgewinn) in detail with the Executive
Board. The discussion covered company's liquidity, its financial planning and shareholders' interests.
Following this discussion and its own examination, the Audit Committee concurred with the Executive
Board's proposal for the use of appropriation of the unappropriated surplus. After examining this
ourselves, the plenary meeting of the Supervisory Board also approved the Executive Board's proposal.
17
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
E>
No conflicts of interest arose with regard to individual Supervisory Board members during the reporting
period.
The Supervisory Board would like to thank the Executive Board and all employees for their strong
commitment and achievements in 2020, which the COVID-19 pandemic made particularly challenging.
Frankfurt am Main, 5 March 2021
for the Supervisory Board
Maken 2915
Martin Jetter
Chair of the Supervisory Board
19
Combined
management report
21 Fundamental information about the Group
32 Report on economic position
52 Report on post-balance sheet date events
74 Risk report
105 Report on opportunities
109 Report on expected developments
112 Deutsche Börse AG
(disclosures based on the HGB)
118 Remuneration report
152 Corporate governance statement
Management of individual conflicts of interest
■ Discussion about the quarterly compliance and risk management reports
Additional information
Financial statements
Management report
Financial statements
Notes
Additional information
Personnel matters
E>
The following personnel changes were made to the Supervisory Board during the reporting period:
In line with the articles of association the Supervisory Board consists of sixteen members. Michael
Rüdiger and Andreas Gottschling were elected or appointed by the court as two of the eight shareholder
representatives on the Supervisory Board.
Michael Rüdiger succeeds Joachim Faber, who stepped down from the Supervisory Board with effect
from the close of the Annual General Meeting on 19 May 2020. Martin Jetter was elected as
Supervisory Board Chair in an extraordinary Supervisory Board meeting on 19 May 2020.
Andreas Gottschling succeeds Joachim Nagel who stepped down from the Supervisory Board with effect
from 30 June 2020.
Our most sincere thanks go to Joachim Faber and Joachim Nagel for their creative and constructive work
on the Supervisory Board of Deutsche Börse AG. We also thank Joachim Faber for his exceptional
leadership of the Supervisory Board as its Chair since 2012.
Michael Rüdiger and Andreas Gottschling received a detailed introduction to their work for the
Supervisory Board.
The following personnel changes were made with regard to the Executive Board in 2020.
Hauke Stars resigned as a member of Deutsche Börse AG's Executive Board as of 30 June 2020, before
her contract ended. We appointed Heike Eckert to the Executive Board of Deutsche Börse AG with effect
from 1 July 2020. She is responsible for the newly formed division Human Resources and Compliance.
Heike Eckert has many years of managerial experience. She has worked for Deutsche Börse Group in
Germany and abroad since 1995, most recently as Deputy Chair of the Executive Board and Chief
Operating Officer of Eurex Clearing AG.
We thank Hauke Stars for her responsible and highly successful work.
The Supervisory Board also took important decisions about the future composition of the Executive
Board.
At the beginning of the year the Supervisory Board extended Theodor Weimer's term of office as Chair of
Deutsche Börse AG's Executive Board until 31 December 2024. In addition, the Supervisory Board
extended the appointment of the two Executive Board members Thomas Book (Trading and Clearing)
and Stephan Leithner (Pre- and Post-trading) until 30 June 2026, and the appointment of Christoph
Böhm (CIO/COO) until 31 October 2026.
18
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Notes
Risk Committee (five meetings during the reporting period, including one joint meeting with the
Technology Committee)
<3
<3
In the Strategy Workshop on 29 April 2020 we examined in detail and discussed the Group strategy
drawn up by the Executive Board for the next three years ("Compass 2023"). The Executive Board also
reported on the current and expected impact on Deutsche Börse Group of the COVID-19 pandemic,
including its effect on certain forms of securities trading. The Strategy Committee of the Supervisory
Board had previously discussed the Compass 2023 Group strategy in detail at its meeting on 5 March
2020.
In the ordinary meeting on 19 May 2020 we discussed with the Executive Board the upcoming Annual
General Meeting, which Joachim Faber, Supervisory Board member and long-standing Chair of Deutsche
Börse AG's Supervisory Board, attended for the last time.
In the extraordinary meeting on 19 May 2020 we elected Martin Jetter as the new Chair of Deutsche
Börse AG's Supervisory Board. We also welcomed Michael Rüdiger as a new member of Deutsche Börse
AG's Supervisory Board and adopted changes to the members of the Supervisory Board committees.
In another Technology Workshop on 17 June 2020 we looked at current trends in cyber-security.
Available technical options were presented to support the work of the Supervisory Board during COVID-
19 and the related travel and social restrictions.
In the ordinary meeting on 18 June 2020 we elected Andreas Gottschling to succeed Joachim Nagel on
Deutsche Börse AG's Supervisory Board and initiated his appointment by the competent district court.
We discussed in detail the succession planning for the Executive Board. Once again, we made extensive
enquiries about the status quo of the investigation proceedings relating to cum/ex transactions at
Deutsche Börse Group, discussing them with the Executive Board. We dealt with a revision of the
process for ad hoc announcements following a change in BaFin's Issuer Guidelines. We took an early
look at the preparation of the remuneration report for 2020 in light of ARUG II requirements and the
feedback received on the remuneration system for the Executive Board of Deutsche Börse AG, which
was approved at the Annual General Meeting on 19 May 2020.
12
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
Additional information
<3
In the ordinary meeting on 17 September 2020 we confirmed the reappointment of Thomas Book and
Stephan Leithner and extended their contracts as Executive Board members until 30 June 2026. The
Executive Board informed us thoroughly about the potential acquisition of Institutional Shareholder
Services Inc. (ISS) and the upcoming disposal of Borsa Italiana S.p.A. from the perspective of Deutsche
Börse AG. We also discussed in detail the outline of a new remuneration system for Deutsche Börse AG's
Executive Board in view of the new Group strategy Compass 2023, particularly evaluating different
implementation concepts and investor expectations. We again dealt with the status of investigation
proceedings into cum/ex transactions and the litigation involving Clearstream Banking S.A. in the USA
and Luxembourg. The Supervisory Board Chair informed us in depth about the current status of the
Supervisory Board's efficiency initiative, which began in the second half of the year. The initiative is
intended to increase the time available to individual Supervisory Board members to strengthen their
advisory function for business and strategy-related topics. Finally we looked at the upcoming Supervisory
Board elections and after review confirmed the qualification requirements for the Supervisory Board.
In a Supervisory Board workshop on 17 September 2020 on legal and compliance topics we looked at
the main aspects of corporate liability, the management of conflicts of interest and aspects of the
prevention of market abuses.
In an extraordinary meeting on 28 October 2020 we approved the majority acquisition of Institutional
Shareholder Services Inc. (ISS) after a detailed review. The Executive Board also notified us of the
updates to the Compass 2023 strategy made in response to the COVID-19 pandemic. In addition, the
Executive Board reported on the current status of litigation involving Clearstream Banking S.A. in the
USA and Luxembourg.
In the ordinary meeting on 3 December 2020 we adopted the budget for 2021, reappointed Christoph
Böhm and extended his contract as an Executive Board member until 31 October 2026. The Executive
Board reported in detail about the results of the annual staff survey. It also informed us about the
implementation status of the personnel strategy and the revisions that had been made to the strategy to
reflect COVID-19. We gained an overview of the development of recently acquired companies and of the
equity investments in the context of Deutsche Börse Group's corporate venturing activities. We again
dealt with the status of investigation proceedings into cum/ex transactions and the litigation involving
Clearstream Banking S.A. in the USA and Luxembourg in connection with Iranian clients and assets. We
discussed and adopted the results of our annual effectiveness review in accordance with section D.13 of
the German Corporate Governance Code (GCGC), the annual suitability assessment of the Supervisory
Board and the Executive Board, as well as the upcoming year's training plan for the Supervisory Board.
Furthermore, we adopted the Declaration of Conformity pursuant to section 161 Aktiengesetz (AktG,
German Stock Corporation Act) for the 2020 financial year. The Declaration of Conformity can be
downloaded at www.deutsche-boerse.com/declcompliance. We adopted amendments to the bylaws for
the Executive Board and the Supervisory Board following the revision of the GCGC, the Supervisory
Board's efficiency initiative and the Act to Implement the Second Shareholder Rights Directive (ARUG II).
In line with section D.11 GCGC the Chair of the Audit Committee notified the Supervisory Board of the
procedure for assessing the quality of the audit of the financial statements and its result.
13
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
In another extraordinary meeting on 29 April 2020 we approved the refinancing of a maturing hybrid
bond issued by Deutsche Börse AG. The Audit Committee had previously looked closely at this subject.
In the extraordinary meeting on 24 March 2020 we held a separate meeting to address the ongoing
COVID-19 situation in depth and then decided by a subsequent circulation procedure to hold the Annual
General Meeting 2020 completely online.
E>
Additional information
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
Report on the Governance Roadshow by the Supervisory Board Chair, also on investor expectations of
a new remuneration system for the Executive Board
E>
In addition, we prepared the change in the external auditors of Deutsche Börse AG due to take place in
2021, which is to be put to the vote at the Annual General Meeting 2021.
In the period between October and December the Supervisory Board Chair met virtually with institutional
investors and proxy advisers to discuss with them current governance topics relating to the Supervisory
Board. These conversations centred on the restructuring of the remuneration system for the Executive
Board on the basis of the new corporate strategy, personnel decisions concerning the Supervisory Board
and Executive Board and the Supervisory Board's efficiency initiative carried out in the course of the
year. The Supervisory Board Chair summarised his dialogue with investors in the plenary meetings.
Our plenary meetings and workshops¹ during the reporting period focused particularly on the following
Financial statements
issues:
In the Technology Workshop on 6 March 2020 we looked closely at the subjects of machine learning
and automation. This particularly focused on current use cases and initiatives at Deutsche Börse Group
that will continue to shape the workplace of the future in this respect.
In the ordinary meeting on 6 March 2020 we appointed Heike Eckert, a long-standing manager at
Deutsche Börse Group, to the Executive Board of Deutsche Börse AG with effect from 1 July 2020. We
dealt with the 2019 financial statements of Deutsche Börse AG and the 2019 consolidated financial
statements in the presence of the external auditors. We approved the 2019 financial statements and
consolidated financial statements, having carried out our own detailed examination, in line with the
recommendation of the Audit Committee. The Committee had previously examined the documents in
depth, in preparation for our meeting. We also adopted the report of the Supervisory Board for 2019, the
revised remuneration system for the Executive Board members from 2020 in accordance with section
87a Stock Corporation Act (AktG) and the agenda for the Annual General Meeting 2020. The Executive
Board informed us of the personnel situation in Deutsche Börse Group. The Executive Board also
reported on the current status of the investigation proceedings into securities transactions by market
participants over the dividend date (cum/ex transactions) and informed us in detail about the results of
the effectiveness analysis for the existing control mechanisms which had been carried out in this context.
In addition, the Executive Board informed us about the current status of litigation involving Clearstream
Banking S.A. in the USA and Luxembourg in connection with Iranian clients and assets. Finally, we
looked at the topic of sustainable finance and the Executive Board informed us about its concept for
steering sustainability performance across the company by means of an ESG dashboard.
1
See also the explanations on training and development measures for the members of the Supervisory Board in the corporate governance
statement.
11
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
In our ordinary meeting on 14 February 2020 we extended Theodor Weimer's term of office as Chair of
Deutsche Börse AG's Executive Board until 31 December 2024. We also addressed in detail the
preliminary results for the 2019 financial year and the dividend proposed by the Executive Board for that
year. Following a detailed examination we set the amount of the variable remuneration payable to the
Executive Board for the 2019 financial year. Furthermore, we adopted the combined corporate
governance statement and the corporate governance report 2019. The Executive Board informed us in
detail about the results of the staff survey carried out in late 2019 and the implementation status of the
HR strategy measures. We also discussed succession planning for the senior management. The
Executive Board informed us in a regular cycle about the status of cross-divisional client relationship
management. Finally we addressed the new requirements for monitoring related party transactions in
accordance with the Act to Implement the Second Shareholder Rights Directive (ARUG II).
Notes
Additional information
<3
■ Investigation proceedings relating to cum/ex transactions
■Report on specific compliance audits
■ CFO Roadmap to support the Group strategy Compass 2023
Nomination Committee (twelve meetings during the reporting period)
■ Executive Board remuneration: discussion of the extent to which the members of the Executive Board
had achieved their targets; determination of the variable remuneration for Executive Board members for
2019; preliminary discussion of the extent to which individual members of the Executive Board have
achieved their targets for 2020; preparation of the adoption of the individual targets for the members of
the Executive Board for 2021; discussion of the remuneration report and the redesign of the
remuneration report for 2020
■ Personnel matters: discussion of succession planning for the Executive Board and subordinate
management levels; preparation of a recommendation to the plenary meeting on appointing
Heike Eckert to Deutsche Börse AG's Executive Board; preparation of a recommendation to the plenary
meeting to reappoint Thomas Book, Stephan Leithner and Christoph Böhm; discussion of external
Supervisory Board mandates held by Theodor Weimer and Hauke Stars
■ Review and preparation of a recommendation to the plenary meeting to revise the Executive Board
remuneration system and Executive Board service contracts; review of the appropriateness of Executive
Board remuneration, and of members' pensionable income
■
Preparations for the election of the shareholder representatives to the Supervisory Board by the
■ Management of regulatory changes
ordinary Annual General Meeting 2020; search and pre-selection by shareholder representative of a
successor to Joachim Faber (as Supervisory Board member); for the Supervisory Board Chair see
■ Dealing with the suitability assessment, effectiveness review and training schedule
■ Discussion of the results of the annual staff survey
15
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Notes
Additional information
"
Additional information
Chairman Selection Committee); preparation of new elections to the Supervisory Board or the court
appointment of a Supervisory Board member
Management of outsourcing and control frameworks for intellectual property
Financial statements
reports as well as on the corporate governance statement in accordance with section 289f of the
Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of conformity in accordance
with section 161 of the AktG
In view of the COVID-19 pandemic the Supervisory Board meetings solely took place at the company's
headquarters in the reporting year, using its existing video-conferencing technology. Martin Jetter, the
Supervisory Board Chair, presented the agenda before each meeting and informed the Supervisory Board
about current matters. At the end of each meeting the Supervisory Board members talked openly and
effectively among themselves, without the Executive Board members, about the meeting itself and
general topics.
■ Measures to close internal and external audit findings
Committee work
14
Deutsche Börse Group | Annual report 2020
Executive Board and Supervisory Board | Report of the Supervisory Board
Management report
Financial statements
Notes
Additional information
During the year under review, the Supervisory Board had seven committees at its disposal; and, for a
limited time only, another committee in the form of the Chairman Selection Committee. The Chairman
Selection Committee dealt with preparations for the new election of the Supervisory Board Chair after the
Annual General Meeting 2020 and was automatically dissolved once Martin Jetter had been elected as
the new Supervisory Board Chair on 19 May 2020. The committees are primarily responsible for
preparing the decisions to be taken by, and topics to be discussed in, the plenary meetings. Additionally,
the Supervisory Board has delegated individual decision-making powers to the committees, to the extent
that this is legally permissible. The individual committee chairs reported in detail to the plenary meetings
on the work performed by their committees. The Chair of the Supervisory Board chairs the Nomination
Committee, the Strategy Committee, the Steering Committee and the Mediation Committee. Details on
the members and duties of the Supervisory Board committees in 2020 can be found in the "Corporate
Governance Statement" section of the combined management report. The committees focused on the
following key issues:
■ Financial issues, especially capital management and tax items
■ Preparation of the Supervisory Board's resolution on the corporate governance and remuneration
■ Discussion and formal adoption of the Audit Committee's tasks for the coming year
Audit Committee (six meetings during the reporting period)
■ Deutsche Börse AG's dividend and the Group's budget
■ Internal control systems: discussion of questions relating to risk management, compliance and capital
market compliance, the internal control and audit system; discussion of the methods and systems used
and their efficiency, adequacy and effectiveness
At the extraordinary meeting on 16 December 2020, we primarily addressed issues regarding Executive
Board remuneration. We adopted a new remuneration system for the Executive Board of Deutsche Börse
AG to take effect on 1 January 2021, along with the revised service contracts for Executive Board
members to implement this new remuneration system, subject to approval by the Annual General
Meeting in 2021. The Supervisory Board Chair also reported in detail on his meetings with investors
and proxy advisers in the course of the annual Governance Roadshow. In addition we adopted the
targets for the Executive Board for 2021 and looked at the draft of the remuneration report for 2020.
■ Statutory auditors: obtaining the statement of independence from the external auditors and monitoring
the external auditors' independence; issuing the engagement letter to the external auditors; agreeing
the external auditors' fee; defining the focal areas of the audit; discussing non-audit services rendered
by the external auditors and the assignment of the external auditors to conduct an audit of the
combined non-financial statement
<3
▪ Financial reporting: examination, in the presence of the external auditors, of the annual financial
statements of Deutsche Börse AG and of the consolidated financial statements, of the combined
management report and the audit report, as well as of the half-yearly financial report and the quarterly
statements
Preparations for the change of external auditors as of financial year 2021
Other currency result
- 379.4
3,213.8
2,936.0
196
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated income statement
Further information
Interest income from positive interest environment
Debt financial assets measured at amortised cost
Interest expenses from positive interest environment
Financial liabilities measured at amortised cost
Other result from securities
Debt financial assets measured at amortised cost
Interest expenses from negative interest environment
Financial liabilities measured at amortised cost
Net interest income
- 542.6
Result from fair value valuation of foreign currency derivatives
Composition of treasury result from banking business
Interest income from negative interest environment
78.4
40.5
248.1
- 16.9
Total
190.2
54.2
27.2
- 621.0
- 456.2
3,213.8
2,936.0
Consolidation of internal
- 13.7
- 13.7
76.8
0
0
revenue
Group
1) Previous year adjusted.
13.5
1) Previous year adjusted.
Other operating income of €40.5 million (2019: €13.5 million) mainly comprises income from
exchange rate differences of€ 6.0 million (2019: €4.6 million), income from services of €1.3 million
(2019: €1.2 million), income from written-off receivables of €1.2 million (2019: €- 0.1 million) and
rental income from subleases (income from operating leases) of €0.7 million (2019: €1.0 million).
There was additional income of €19.8 million from the disposal of the Regulatory Reporting Hub in
2020.
<3
Wages and salaries
Social security contributions, retirement and other benefits
Total
2020
2019
€m
€m
682.2
622.1
140.7
125.7
822.9
747.8
Wages and salaries comprise costs associated with the efficiency programme of €36.4 million (2019:
€42.1 million).
197
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
- 31.5
Composition of staff costs
5. Staff costs
247.7
196.6
2020
2019¹)
€m
€m
64.9
207.7
- 31.3
- 71.7
378.2
Other operating income
242.6
- 186.8
155.8
191.8
33.4
54.4
7.6
1.6
-0.3
0
- 256.0
0.4
48.4
25.8
- 3.3
87.4
76.7
Settlement
0
0
-6.6
- 5.0
72.0
53.6
Connectivity
0
0
- 1.4
- 1.1
24.6
17.9
Funds distribution
0.3
- 4.7
0
0
Custody
Financial statements
0
- 5.3
- 5.7
69.1
60.2
Other
0.8
1.3
0
- 31.4
24.6
18.1
1.6
1.5
- 282.3
- 253.6
827.2
842.7
IFS (investment fund services)
- 23.9
- 87.1
0
14.4
- 4.3
34.7
38.7
0
0
- 3.1
- 2.9
34.7
31.5
- 4.9
0
- 9.2
- 8.0
105.6
94.2
1.7
0.1
- 14.3
- 1.7
73.1
0.3
1.7
0
Total
0
Other
0.1
0
- 2.3
- 2.3
34.4
34.9
0.4
0
0
- 11.7
232.8
183.1
Qontigo (index and analytics
business)
ETF licenses
Exchange licenses
Other licenses
Axioma
- 102.1
Notes | Notes on the consolidated income statement
Further information
0.2
Composition of other operating expenses
8. Financial result
The financial result comprises interest income and expenses which are not attributable to the banking
business of Deutsche Börse Group, and are therefore not recognised in net revenue. Interest income and
expense 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 economic benefits associated with
the transaction will flow to the entity and the income can be measured reliably. Interest expense is
recognised in the period in which it is incurred.
199
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated income statement
Further information
Composition of financial income
<3
4
2020
2019
€m
€m
Interest income from financial assets measured at fair value through other comprehensive income
Interest income from financial assets measured at amortised cost
0.1
0
For changes in financial investments see note 12.
In addition to the result of the equity valuation the net income from associates also includes impairment
losses. No impairment loss was recognised in the reporting year (2019: €0.0 million). The increase is
mainly due to the at-equity valuation of Tradegate AG Wertpapierhandelsbank which is based on the
positive business performance in the reporting year.
6.7
24.3
€m
Result of the equity method measurement of associates
21.5
0
Result of strategic investments measured at fair value through other comprehensive income
(dividends)
0.3
0.8
Result of financial investments measured at amortised cost
- 5.3
0.4
0
2.9
5.7
Result of derivatives
5.2
0
Result of hedge accounting
-0.2
0
Total
Result of financial investments measured at fair value through profit or loss
€m
1.3
0.1
Interest expense on taxes
35.8
3.1
Interest expense on lease liabilities
5.5
5.2
Expense of the unwinding of the discount on pension provisions
Other interest expense
1.8
2.8
2.8
0.2
Total
102.9
64.4
9. Income tax expense
Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates
income. If it is probable that the tax authorities will not accept the disclosed amounts or the legal
assessments on which the Group's tax declarations are based (uncertain tax positions), tax liabilities are
recognised based on the best possible estimate of expected cash outflows. Tax assets are recognised if it
is considered likely that they will be realised. The discretion in assessing uncertain tax positions is
reexercised if there is a change in the underlying facts or their legal assessment (e.g. change in case
law).
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled. These differences are used to calculate deferred tax
assets or liabilities.
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 unused tax loss carryforwards
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.
200
2.2
3.4
Transaction cost of financial liabilities measured at amortised cost
48.2
0.3
Interest income on tax refunds
25.3
7.0
Other interest income and similar income
Total
0.1
2.1
26.0
Interest income from financial assets measured at fair value through profit or loss
10.7
2020
2019
€m
€m
Interest expense from financial assets measured at amortised cost
3.9
2.8
Interest expense from financial liabilities measured at amortised cost
49.7
Composition of financial expense
2019
2020
Composition of result from financial investments
5.8
24.6
Cost of exchange rate differences
5.7
Voluntary social benefits
4.4
6.4
Supervisory Board remuneration
4.1
4.1
Short-term leases
Miscellaneous
Total
3.0
2.0
26.2
16.7
545.8
516.6
Travel, entertainment and corporate hospitality expenses
21.9
15.6
Advertising and marketing costs
<3
2020
2019
€m
€m
Costs for IT service providers and other consulting services
248.2
226.4
IT costs
Composition of fees paid to the auditor
139.3
Non-recoverable input tax
40.0
37.8
Premises expenses
31.8
32.3
Insurance premiums, contributions and fees
21.6
13.3
125.4
Statutory audit services
Other assurance or valuation services²)
Tax advisory services
0.5
0.3
0.2
0.1
0.2
0.1
7.7
4.9
5.6
0.3
3.1
198
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated income statement
Further information
7. Result from financial investments
<3
"Net income from strategic investments" was renamed “Result from financial investments", since this is
a more accurate description. The item comprises measurement effects, dividend payments, distributions,
foreign currency translation effects and write-downs on financial investments. Gains and losses on
financial investments at FVPL are recognised on a net basis in the period in which they arise.
Distributions from funds and dividends are recognised in profit or loss when the Group's right to receive
payments is established and when such dividends are not capital repayments.
Fees paid for "statutory audit services" rendered by KPMG AG Wirtschaftsprüfungsgesellschaft mainly
comprise the audit of the consolidated financial statements according to IFRS, of the annual financial
statements of Deutsche Börse AG according to the Handelsgesetzbuch (HGB, German Commercial Code)
and of the annual financial statements of various subsidiaries according to the respective local GAAP.
This item also includes statutory additions to the audit scope as well as key points of the audit agreed
with the Supervisory Board. Services rendered during the reporting year also included reviews of the
half-yearly financial statement and quarterly statements.
6. Other operating expenses
0.8
0.4
Other services
Total
1) Thereof € 0.2 million for 2018.
2) Service according to ISAE 3402 and ISAE 3000.
2020
2019
Total
Germany
Total
0.1
Germany
€m
€m
€m
6.1
4.2
4.5")
2.6
0.6
0.3
€m
Connectivity ICSD
5.7
51.6
<3
In addition, infrastructure fees are charged for the technical connections to the custody and clearing
systems of Deutsche Börse Group. They are accounted for in the same way as described in the section
"Eurex (financial derivatives)".
IFS (investment fund services)
The IFS segment provides services to standardise fund processing and to increase efficiency and safety
in the investment fund sector. The services offered comprise order routing, settlement and asset
administration, as well as custody services. With the acquisiton of Fondcenter AG (now Clearstream
Fund Centre AG), IFS expands its range of services to include the distribution and placement of domestic
and foreign collective investments schemes. Services and distribution agreements are concluded with
fund providers and asset managers. The so-called Trailer Fee In is incurred; these fees are presented in
"Funds Distribution". The trailer fee margin, which is the difference between the trailer fees paid by the
fund providers for the distribution of their funds and the trailer fees ultimately paid by the Fund Centre to
the distribution partners, is included in the Net Revenue. In addition, service fees are recognised for the
administration of the distribution agreements and for granting access to the fund platform. Revenue is
recognised when the promised service is transferred to the customer. This occurs when instructions are
received and the transactions are processed. The service has been fulfilled at this point in time. Revenue
is recognised based on the price specified in the price list and reduced by the corresponding rebates.
Customers are invoiced on a monthly basis and consideration is payable when invoiced.
Qontigo (index and analytics business)
The Qontigo segment comprises the index and analytics business. The index offering ranges from blue-
chip to benchmark to strategy to sustainability to smart-beta indices. The Group generates revenue from
calculating and marketing indices, which financial market participants use as underlyings for financial
instruments or as a benchmark for the performance of investment funds. In its analytics business
Qontigo offers its clients risk-analytics and portfolio-construction tools.
Further information
Customers in the index business simultaneously receive and consume all of the benefits provided during
the contract term. The recognition of revenue for index licences is based on fixed payments, variable
payments (usage-based volumes; mostly assets under management), or a combination of the two. For
variable payments, customers report their usage, and fees are invoiced in the quarter after usage;
monthly estimates are recognised. This is determined either based on the customer's average usage over
the previous twelve months, adjusted to take into account current developments in the markets, or
based on the real data in the markets on a customer level. Revenue estimates are revised when
warranted by the circumstances. Increases and decreases in estimated revenue are reflected in the
consolidated income statement in the period in which the circumstances that give rise to the revision
become known by the management. For two fee components (minimum fee and usage-based fee), a
contract liability is recognised and reduced each month based on the usage that has been recognised
each month. Customers are invoiced on a quarterly basis, and consideration is payable when invoiced.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated income statement
Further information
191
<3
Notes | Notes on the consolidated income statement
Management report
200.1
- 3.2
- 3.4
0.1
0.1
Interest rate derivatives
Financial statements
484.0
- 50.8
- 59.9
0.2
0.1
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
540.5
210.9
Customers of the analytics business either receive the right to access the intellectual property, or receive
the right to use the intellectual property. The intellectual property licences are granted for software
products, which are subsequently referred to as “SaaS Front Office" and "SaaS Middle Office". Revenue
generated with SaaS Front Office fees is recognised at a specific point in time because all contractual
obligations are fulfilled, and the customer obtains control of the asset, as soon as the licence key is
transferred to the customer. SaaS Middle Office fees are recognised over time, i.e. the contractual term.
Fees are also charged for the maintenance and servicing (summarized as "Main-tenance") of the
software products, which are realized over the contract term. For this purpose, the transaction price for
maintenance is calculated and allocated according to the "expected cost plus a margin" approach. This
revenue is presented under "Axioma".
The treasury result from banking business stems mainly from investing surplus liquidity and from the fair
value measurement of foreign exchange transactions. It also includes income from exchange rate
differences resulting from finance instruments in the banking business. Given the currently prevailing
interest rate anomaly, Deutsche Börse Group also generates interest income from customer balances
held at Deutsche Börse Group (in a negative interest rate environment). Furthermore, this item
comprises interest payments made on customer balances (positive interest rate environment) as well as
cash investments (negative interest rate environment) and fees for providing customer credit lines.
Interest income and interest expenses are calculated, allocated, and realised when due, with the
applicable effective interest rate on a daily basis.
Equity index derivatives
Interest rate derivatives
Equity derivatives
OTC Clearing
Margin fees
Infrastructure
Eurex (financial derivatives)
Eurex Data
48.9
Sales revenue
2020
€m
2019¹)
€m
<3
Other
Treasury result from banking business
Composition of net revenue (part 1)
Financial statements
Other operating income
Other operating income is income not attributable to the typical business model of Deutsche Börse
Group; it is therefore not disclosed as part of revenue. Other operating income is usually realised when
all chances and risks have been transferred. Other operating income comprises, for instance, income
from subleasing property, income from exchange rate differences in non-banking business as well as the
reversal of impairments recognised on trade receivables.
Volume-related costs
The "Volume-related costs" item comprises expenses that are directly related to revenue and are directly
dependent on the following items in particular:
■ The number of certain trade or settlement transaction,
■ The custody volume or the Global Security Financing volume,
Notes | Notes on the consolidated income statement
Further information
■The volume of market data acquired,
"Revenue-Sharing" agreements or “maker-taker" pricing models.
Volume-related costs are not incurrend if the corresponding revenue is no longer generated.
192
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
■ The sales commission for the distribution of investments to the distribution partner,
Treasury result from banking
Equity derivatives
0.1
115.8
- 15.9
- 14.1
0
0.5
Power derivatives
105.1
EEX (commodities)
1,110.3
- 88.7
- 104.1
16.3
18.0
32.5
1,009.3
37.2
Power spot
0
0
0
Annual fees
42.8
43.0
- 12.3
0
- 11.5
0
Gas
70.9
72.1
- 1.7
-0.6
0
0.1
- 4.1
6.4
0
0
- 20.6
margin fees
41.2
54.9
85.4
- 12.3
11.7
22.3
OTC Clearing
51.1
- 7.4
- 8.6
- 17.4
- 3.6
52.3
0
7.3
Other
60.8
59.8
- 10.7
- 11.0
Infrastructure
8.8
Eurex Data
76.5
84.0
-0.2
-0.2
0
8.7
business
2020
€m
2019
€m
169.7
0
0
Listing
18.0
19.3
237.3
0
Xetra Data
113.6
119.8
0
0
Regulatory Services
0
12.7
Trading and clearing
0
11.4
360T (foreign exchange)
Trading
86.7
82.8
0
Xetra (cash equities)
Other
15.1
0
0
107.5
97.9
0
20.8
5.2
14.6
0
Other operating income
Volume-related costs
Net revenue
2020
€m
2019¹)
4
€m
2019¹)
€m
2020
€m
2019¹)
€m
Eurex (financial derivatives)
Equity index derivatives
2020
€m
0
<3
Notes | Notes on the consolidated income statement
Further information
Xetra Infrastructure
43.9
46.3
0
0
425.5
Composition of net revenue (part 2)
369.7
1) Previous year adjusted.
193
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
0
308.0
325.7
Other
46.3
84.2
76.7
0
62.1
62.7
83.4
0
33.5
30.2
0
0
1,113.0
1,035.4
0
83.4
17.0
0
600.3
534.6
0
0
203.4
214.0
22.6
0
56.9
58.4
0
50.0
41.8
0
0
46.3
EEX (commodities)
Power derivatives
Technical connection fees
10.2
10.2
0
0
7.7
Annual fees
6.9
0
Market Data Services
35.6
32.9
3.8
3.7
0
0
0
17.0
128.0
113.3
1.4
7.7
Power spot
72.7
72.6
0
0
54.5
55.1
0
0
Gas
17.0
0
0
- 11.0
17.0
Funds distribution
0
0
19.0
26.0
Connectivity
0
58.6
78.6
Settlement
0
0
80.0
92.1
Custody
IFS (investment fund services)
189.9
108.1
904.9
101.2
999.8
0
0
0
34.4
37.8
Exchange licenses
0
0
43.0
39.6
ETF licenses
Qontigo (index and analytics business)
0.1
- 0.1
194.7
334.6
0.1
-0.1
37.1
36.7
Other
0
0
1.7
39.0
0
0
Net interest income from banking business
0
17.0
130.7
180.8
Settlement
0
0
532.3
565.6
Custody
2019¹)
€m
2020
€m
business
Treasury result from banking
<3
€m
100.8
7.3
188.2
23.9
47.9
0
0
65.9
74.4
Other
Connectivity ICSD
0
49.9
52.9
GSF Collateral management
0
0
62.5
54.3
GSF Lending services
0
0
24.6
Third-party services
Other licenses
114.8
101.9
-0.3
0
0
Net interest income from
82.2
114.8
- 48.5
- 66.6
0
0.6
Settlement
391.7
417.5
- 140.8
- 148.3
0.2
0.2
Custody
Clearstream (post-trading)
0
€m
100.5
banking business
- 1.0
- 1.3
0
0
GSF Collateral management
29.1
25.3
- 33.4
- 29.0
0
0
GSF Lending services
24.3
23.8
- 0.3
-0.1
0
0
Third Parties
188.2
2019¹)
2020
€m
Net revenue
0
- 63.1
- 64.7
Consolidation of internal revenue
247.7
196.6
3,117.3
3,584.0
Total
0
0
206.7
277.9
0
0
27.4
85.7
Axioma
0
0
Group
1) Previous year adjusted.
3,519.3
<3
2019¹)
€m
2020
€m
€m
€m
2019¹)
2020
Volume-related costs
Other operating income
2019¹)
Composition of net revenue (part 4)
Notes | Notes on the consolidated income statement
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
195
247.7
196.6
3,054.2
Further information
2020
€m
0
Clearstream (post-trading)
- 0.8
1.5
1.7
Listing
151.4
203.3
- 19.0
- 35.0
0.7
1.0
Trading and clearing
Xetra (cash equities)
92.1
101.5
- 5.9
- 6.4
0.1
- 0.9
0.4
18.9
Xetra Data
-0.1
0
0
Xetra Infrastructure
13.7
32.2
- 0.9
- 0.9
0
Sales revenue
Regulatory Services
98.0
93.5
- 27.2
- 27.0
5.4
6.9
19.9
15.2
19.6
0
1.3
1.6
Other
6.9
7.7
0
0
0
0
Market Data Services
10.2
10.2
0
0
0
0
Technical connection fees
- 4.6
- 1.5
36.4
36.4
- 1.6
0.1
0.4
Other
76.9
81.9
- 5.9
- 4.8
0
0
Trading
360T (foreign exchange)
289.3
302.2
- 31.4
- 30.8
1.3
2.1
0
43.8
20.4
30.0
Composition of net revenue (part 3)
Further information
Notes | Notes on the consolidated income statement
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
194
1) Previous year adjusted.
329.3
391.7
- 48.0
- 63.8
46.3
7.6
0
1,223.1
3,957.6
141.8
1,452.3
- 98.7
7,090.5
Amortisation and impairment losses as at
153.1
790.9
0
8.2
126.4
1,078.6
1 Jan 2019
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
- 11.0
384.4
425.5
378.0
414.5
€m
€m
2019
2020
<3
Total
Foreign jurisdictions
Germany
Deferred income tax expense/(-income)
Amortisation
Foreign jurisdictions
Current income tax expense/(-income)
Allocation of income tax expense to Germany and foreign jurisdictions
Total
for previous years
due to changes in tax legislation and/or tax rates
due to tax loss carryforwards
due to temporary differences
Deferred income tax expense/(-income)
for previous years
for the current year
Current income tax expense/(-income)
Composition of income tax expense
Further information
Notes | Notes on the consolidated income statement
Germany
20.3
77.7
0
158.9
1,208.3
0
31 Dec 2019
Amortisation
Impairment losses
30.5
86.3
0
38.5
155.3
0
2.6
0
9.9
5.6
Disposals
- 2.2
0
-0.5
- 1.2
Exchange rate differences
0
0
0
0
0
Reclassifications
- 2.2
0
8.2
0
0
170.9
0
32.5
130.5
Impairment losses
0
0
0
1.8
1.8
Disposals
- 2.3
0
0
0
868.6
- 2.3
0
0
0
0
0
0
Exchange rate differences
- 6.4
- 0.2
0
0
- 0.1
- 0.3
Amortisation and impairment losses as at
Reclassifications
- 11.9
Recognition and measurement
- 25.2
Purchased
software
Other
on account
and
Payments
Internally
<3
Intangible assets
developed
Notes | Notes on the consolidated statement of financial position
Further information
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
205
At each reporting date, the Group assesses whether there are any indications that an impairment
recognised for non-current assets in previous years (except goodwill) 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. Deutsche Börse Group does not reverse any
goodwill impairments.
The recoverable amount of the (groups of) CGUs was determined based on the fair value less costs to
sell. The value in use was only determined if the fair value less costs to sell did not exceed the carrying
amount. Given that no active market was available for the (groups of) CGUs, the determination of fair
values less costs to sell was based on the discounted cash flow method (level 3 input factors). The
detailed planning period covers a respective time period of five years; for (groups of) CGUs, which have
been allocated an asset with an indefinite useful life, such time period ends in perpetuity. Individual
costs of capital are determined for each (group of) CGU(s), for the purpose of discounting projected cash
flows. These capital costs are based on data incorporating beta factors, borrowing costs, as well as the
capital structure of the respective peer group. Pricing, trading volumes, assets under custody, market
share assumptions or general business development assumptions are based on past experience or
market research. Other key assumptions are mainly based on external factors and generally correspond
to internal management planning. Significant macroeconomic indicators include, for instance, equity
index levels, volatility of equity indices, as well as interest rates, exchange rates, GDP growth,
unemployment levels and government debt. When calculating value in use, the projections are adjusted
for the effects of future restructurings and performance investments, if appropriate.
Additional impairment testing was carried out for intangible assets as of 30 June 2020 in response to
the Covid-19 pandemic. It did not identify any impairment. At the acquisition date, goodwill is allocated
to the CGU, or groups of CGUs, that is/are expected to create synergies from the relevant acquisition. If
changes arise in the structure of CGUs, for example through a new segmentation, goodwill is allocated
taking into account the relative fair values of the newly defined CGUs. Irrespective of any indications of
impairment, these items must be tested for impairment at least annually at the lowest level of
impairment at which Deutsche Börse Group monitors the respective goodwill. An impairment loss is
recognised if the carrying amount of the CGU, or groups of CGUs, to which goodwill is allocated
(including the carrying amount of that 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.
Financial statements
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 at least once a year. Impairment tests for
(groups of) CGUs with allocated goodwill are carried out on 30 September every financial year. If the
estimated recoverable amount of the asset or CGU is lower than the respective carrying amount, an
impairment loss is recognised and the net carrying amount of the asset or CGU, respectively, is reduced
to its estimated recoverable amount.
€m
Goodwill
€m
609.3
0
95.5
Acquisitions from business combinations
5,270.2
1,079.1
60.5
software
€m
2,865.6
188.9
Historical cost as at 1 Jan 2019
€m
Total
intangible
assets
€m
€m
construction
in progress
1,076.1
15.2
<3
Financial statements
203
As at 31 December, the reported tax rate was 26.3 per cent (2019: 25.9 per cent).
To determine the expected tax expense, earnings before tax have been multiplied by the composite tax
rate of 26 per cent assumed for 2020 (2019: 26 per cent).
1) For a more accurate presentation, tax income of €10.0 million has been reclassified from,,effects of tax-exempt income" to "other".
Income tax expense
Income taxes for previous years
Income tax expense arising from current year
Deutsche Börse Group | Annual report 2020
Other
402.6
- 6.4
1.9
369.0
400.7
6.1
2.0
362.6
Notes | Notes on the consolidated statement of financial position
Further information
Executive and Supervisory Boards
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
204
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing use
of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be
determined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset
can be allocated is determined.
At each reporting date, the Group assesses whether there are any indications that an intangible asset
may be impaired. If this is the case, the carrying amount is compared with the recoverable amount (the
higher of the value in use and fair value less costs of disposal) to determine the amount of any potential
impairment.
Impairment tests
Management report
Intangible assets are derecognised on disposal or when no further economic benefits are expected to
flow from them.
The other intangible assets were largely acquired within the context of business combinations and refer
to exchange licences, trade names and customer relationships. The acquisition costs correspond to the
fair values as at the acquisition date. Depending on the relevant acquisition transaction, the expected
useful life is 5 years for trade names with finite useful lives, 4 to 24 years for participant and customer
relationships, and 2 to 20 years for other intangible assets.
Purchased software is generally amortised based on the projected useful life. The amortisation period for
intangible assets with finite useful lives is reviewed at a minimum at the end of each financial year. If
the expected useful life of an asset differs from previous estimates, the amortisation period is adjusted
accordingly.
Capitalised development costs are amortised from the date of first use of the software using the straight-
line method over the asset's 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 or settlement systems, and for certain upgrades to these
systems.
10. Intangible assets
Notes on the consolidated statement of financial
position
<3
Notes | Notes on the consolidated statement of financial position
Further information
Exchange licences as well as certain trade names have no finite useful lives, and, in addition, there is an
intention to maintain the exchange licences as part of the general business strategy; therefore, an
indefinite useful life is assumed.
- 5.0
110.4
Additions
Disposals
134.3
0.8
64.8
0
54.8
13.9
Reclassifications
4.3
0
4.3
0
0
Additions
Adjustment of previous year Goodwill
837.2
0
271.2
- 3.3
0
- 0.5
- 1.4
- 67.4
- 1.9
- 8.6
Historical cost as at 31 Dec 2020
Exchange rate differences
- 0.1
0.3
- 23.8
0
23.1
1.1
- 3.6
0
- 0.2
-0.1
830.4
0
0
17.9
0
Reclassifications
- 2.3
0
0
0
0
0
Disposals
123.0
9.7
44.6
0
53.0
15.7
- 2.3
550.2
- 17.9
-0.1
15.8
6,216.7
1,199.8
102.4
3,470.5
1,147.2
296.8
-0.1
Acquisitions through business combinations
- 4.5
0.7
0
4.4
0.2
- 1.0
Exchange rate differences
Historical cost as at 31 Dec 2019
- 15.4
1.5
0
63.8
86.0
Other
Internally developed software
Intangible assets
€m
€m
- 254.1
€m
31.12.2019
31.12.2020
Deferred tax liabilities
31.12.2019
31.12.2020
Deferred tax assets
<3
€m
Composition of deferred taxes
- 265.8
47.4
Provisions for pensions and other employee benefits
- 8.4
- 16.3
3.1
7.4
Other assets
- 5.2
30.0
- 32.9
-232.9
1.2
1.7
Financial assets
- 221.6
16.4
56.0
- 32.5
- 13.8
88.1
Further information
Financial statements
310.4
378.0
414.5
€m
€m
2019
2020
245.4
362.6
0
13.0
7.7
0
-0.4
0.3
- 22.7
402.6
Notes | Notes on the consolidated income statement
104.1
- 11.9
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
201
The following table shows the carrying amounts of deferred tax assets and liabilities as at the reporting
date by line item or loss carryforward:
Current income tax expense was reduced by €0.3 million in the reporting year by utilization of previously
unrecognised tax loss carryforwards (2019: nil). Deferred tax income of €2.4 million resulted from
previously unrecognised tax losses (2019: nil). As in the previous year, there were no effects resulting
from changes of the impairment of deductible temporary differences.
Tax rates of 10.0 to 34.6 per cent (2019: 10.0 to 34.6 per cent) were applied to the Group companies
in the remaining countries; see note 33.
132.6
A tax rate of 24.9 per cent (2019: 24.9 per cent) was used for the Group companies in Luxembourg.
This includes trade tax at a rate of 6.7 per cent (2019: 6.7 per cent) and corporation tax at 18.2 per
cent (2019: 18.2 per cent).
362.6
402.6
- 9.0
- 2.0
- 6.4
- 9.9
- 15.4
Tax rates of 27.4 to 31.9 per cent (2019: 27.4 to 31.9 per cent) were used in the reporting period to
calculate income taxes for the German Group companies. These reflect trade income tax at rates of
11.6 to 16.1 per cent (2019: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2019: 15 per
cent) and the 5.5 per cent solidarity surcharge (2019: 5.5 per cent) on corporation tax.
7.7
78.6
- 15.1
Effects of non-deductible expenses
Effects of different tax rates
Expected tax expense
Earnings before tax (EBT)
Reconciliation from expected to reported tax expense
Notes | Notes on the consolidated income statement
Further information
Financial statements
Effects of tax-exempt income
Management report
Deutsche Börse Group | Annual report 2020
202
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates or
on gains from the disposal of subsidiaries and associates in the reporting period (2019: nil).
The losses can be carried forward indefinitely in Germany subject to the minimum taxation rules. In the
US, losses may be carried forward for a maximum period of 20 years, provided they were incurred
before 1 January 2018. In accordance with the latest tax reform in the US, adopted at the end of
December 2017, losses incurred after 31 December 2017 may be carried forward indefinitely, taking
into account newly introduced minimum taxation rules. In all other countries, losses can be carried
forward indefinitely.
At the end of the reporting period, accumulated unused tax losses for which no deferred tax assets were
recognised amounted to €27.2 million (2019: €39.5m). These unused tax loss carryforwards are
entirely attributed to other jurisdictions (2019: Germany €4.6 Mio. €, other jurisdictions €34.9m).
Short-term elements of deferred taxes are recognised in non-current assets and liabilities, in line with
IAS 1 "Presentation of Financial Statements”.
1) See note 14 for further information on deferred taxes recognised in other comprehensive income.
Executive and Supervisory Boards
- 226.3
Tax effects from loss carryforwards
Effects from intra-group restructuring
0.3
0.9
- 1.8
- 1.3
10.4
15.5
- 12.3
Effects from changes in tax rates
- 15.2
397.3
1,528.2
€m
€m
2019¹)
2020
<3
1,398.4
363.6
- 17.7
- 216.7
161.7
0
15.9
15.6
thereof recognised in profit and loss
Deferred taxes (before netting)
Tax loss carryforwards
- 2.9
0
- 10.7
40.8
Liabilities
- 0.1
- 0.1
14.7
18.1
Other provisions
18.3
124.4
257.7
- 312.7
Total
71.2
96.0
- 71.2
- 96.0
Deferred taxes set off
- 1.9
195.6
- 9.3
67.3
thereof recognised in other comprehensive income¹
- 295.6
- 303.4
135.4
190.4
- 297.5
60.2
- 2.2
2) The CGU Data was allocated to Eurex and Xetra / The CGU GSF was allocated to Clearstream
198.0
1.5
23.8
6.8
19.9
- 0.3
7.8
7.6
7.7
8.7
7.1
13.5
-0.3
7.8
7.0
2.0
1.5
6.3
26.1
420.0
- 0.3
7.8
7.4
1.5
7.9
1.4
5.9
1.4
6.3
7.8
2.5
15.8
4.7
58.7
Structured Products
6.0
1.6
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Key assumptions used for impairment tests in 2019
<3
CAGR¹)
Executive and Supervisory Boards
Perpetuity
value
Risk-free
interest rate
Market risk
Discount
growth
Operating
Book
4.3
Deutsche Börse Group | Annual report 2020
- 19.4
0.9
6.3
7.7
2.0
17.8
11.0
209
0.2
7.8
7.4
1.0
- 2.5
1.5
1) CAGR compound annual growth rate
- 0.3
360TGTX
EEX
360T
-0.2
7.8
7.6
1.0
2.7
1.9
1,111.1
Qontigo
Amortisation and impairment losses as at
7.8
7.5
1.5
12.6
6.9
585.5
360T
Clearstream²)
3.9
Mio. €
%
%
%
%
%
1.4
%
Eurex²)
1,310.0
-0.2
7.8
6.2
1.5
Goodwill
551.8
-0.2
7.8
2.1
Xetra
9.1
-0.2
7.8
7.5
6.9
1.0
8.4
Trade names and
exchange licences
STOXX
Axioma
Nodal
5.6
1.5
7.1
7.8
7.5
1.5
10.4
2.8
EEX
242.7
-0.2
7.8
7.7
2.0
9.7
5.0
IFS
118.2
- 0.2
premium
rate
rate
Net revenue
Axioma
64.3
2.3
6.0
8.5
1.5
3.4
26.6
Nodal
28.6
2.3
6.0
8.0
1.5
16.9
9.0
8.3
7.8
Xetra
6.7
-0.2
7.5
6.2
1.0
1.5
2.8
Trade names and
exchange licences
STOXX
420.0
0.2
7.5
3.1
7.2
360T Core
19.9
2.0
21.3
12.0
Structured Products
0.2
0.2
8.6
7.5
1.0
2.9
2.5
1) CAGR compound annual growth rate
Even in case of a reasonably possible change of the parameters, none of the above-mentioned CGUs, or
groups of CGUs, would be impaired.
210
7.0
6.0
2.3
1.7
0.2
7.5
7.7
2.0
8.7
4.5
EEX Core
14.3
0.2
7.5
7.0
1.5
5.6
4.5
360TGTX
5.5
costs
3.6
7.6
969.0
-0.2
7.5
7.0
1.0
3.1
Clearstream
3.3
608.5
-0.2
7.5
7.4
1.5
13.2
Qontigo
20.7
3.9
1.0
costs
Mio. €
%
%
%
%
4.9
%
Goodwill
Eurex
1,293.6
-0.2
7.5
5.8
%
360T
245.2
-0.2
8.0
6.0
IFS
66.3
-0.2
7.5
1.5
7.8
9.9
5.5
Data
19.5
-0.2
7.5
1.5
6.7
7.5
-0.2
7.5
7.3
2.0
11.1
6.7
GSF
142.1
-0.2
7.5
8.1
1.5
4.6
2.6
EEX
119.5
1.5
Net revenue
-0.2
rate
-0.1
969.0
142.1
- 6.3
- 0.3
1.1
1.0
0
0
0.1
- 4.4
608.6 66.3
245.2
119.5
6.7
142.1
19.5
3,470.5
0
17.0
Reallocation due to change in
reporting structure
1,293.6
Balance as at 31 Dec 2019
244.1 115.6
6.7
142.1
19.4
2,865.6
Acquisitions through business
0
0
0
596.4
0
2.9
0
0
609.3
combinations
Exchange rate differences
0.1
10.0
0
0
2.5
0
0
4.3
Exchange rate differences
2.3
0
Balance as at 31 Dec 2020
1,372.4
0
1,111.1
- 1.5
- 5.0
- 4.9
0.1
0
0
- 67.4
240.2
- 53.6
559.3 549.7
56.6
0
0
142.1
- 19.5
0
Acquisitions through business
combinations
64.1
0
0
484.9
0
0
0
0
0
550.2
Adjustment of previous year
Goodwill
0
0
4.3
1.2
18.5
969.1
1,293.5
Notes | Notes on the consolidated statement of financial position
Further information
Material intangible assets
Customer Relationship Clearstream Funds Centre
Customer Relationship 360T
<3
Carrying amount as of
Remaining amortisation period as at
31 Dec 2020
€m
Financial statements
31 Dec 2019
€m
n/a
31 Dec 2020
years
19.8
31 Dec 2019
years
n/a
179.7
189.8
17.8
237.1
18.8
Management report
Deutsche Börse Group | Annual report 2020
957.0
0
15.5
196.9
1,367.4
31 Dec 2020
Carrying amount as at 31 Dec 2019
125.9
Executive and Supervisory Boards
278.6
117.7
266.1
3,470.5
3,957.6
92.5
126.3
1,040.9
1,255.4
5,008.4
5,723.2
206
Carrying amount as at 31 Dec 2020
115.8
Software, payments on account and software in development
Development costs that have to be capitalised 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 capitalisation are recognised through profit or loss. Interest
expense that cannot be allocated directly to one of the development projects is recognised through profit
or loss in the reporting period.
stream
Qontigo
IFS
360T
EEX
Xetra
GSF
Data
Eurex
€m
€m
€m
€m
€m
€m
€m
€m
Total
€m
Balance as at 1 Jan 2019
€m
Deutsche Börse Group recognises research costs as expenses in the period in which they are incurred.
Development costs for internally developed intangible assets are only capitalised when the definition and
recognition criteria for intangible assets according to IAS 38 are met, and development costs can be
separated from research costs.
Clear-
Goodwill and other intangible assets from business combinations
Total development costs came to €158.2 million in 2020 (2019: €142.2 million), of which €104.0
million was capitalised (2019: €97.5 million).
The impairments tests carried out at Deutsche Börse Group in 2020 resulted in impairment losses
totalling €8.2 million (2020: €1.8 million). They are shown in the item “Depreciation, amortisation and
impairment losses" and relate to the following assets:
■
■
An impairment loss of €2.6 million (recoverable amount: negative) in the fourth quarter 2020
relates to the SecLending system for clearing CCP securities lending transactions. Upcoming
technological investments exceed the expected revenues. The providing of clearing services for
securities lending transactions is being discontinued as a result.
Another impairment loss of €1.0 million (recoverable amount: negative) in the fourth quarter 2020
was recognised on C7 software and relates to a decision that Eurex Crypto Futures were not
introduced in 2020.
Another impairment loss in the fourth quarter of €0.4 million (recoverable amount: negative) relates
to capitalised development costs for planned new asset class from Cascade, which was intended to
offer the settlement of Cascade-registered shares in the investment funds business, too. The
impairment loss is the result of investigations which showed that there is a smaller market need for
this product due to regulatory changes.
After Regulatory Services was carved out, Regulatory Services GmbH was sold to Trax NL B.V. (a
wholly owned subsidiary of MarketAxess Holdings Inc.) on 30 November 2020. The disposal of
Changes in goodwill classified by (groups of) CGUs
Regulatory Services GmbH and the loss of its clients was the reason for the impairment loss of €4.2
million on the IT platform RRH 2.0 (recoverable amount: negative).
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
The recoverable amount was measured at fair value less costs to sell, using a discounted cash flow
model (level 3 inputs).
207
rate
9.1
0
270.3
0.9
271.2
business combinations
Additions
0
0
0.3
0.5
0.8
Amortisation
0
-0.4
- 36.5
- 1.6
0
- 38.5
0
1,040.9
- 0.6
0.8
0
0.7
Reclassifications
0
0
0
-0.1
-0.1
Balance as at 31 Dec 2019
24.5
524.7
486.8
4.9
Acquisitions through
Exchange rate differences
- 2.1
- 6.2
Notes | Notes on the consolidated statement of financial position
Further information
Key assumptions used for impairment tests in 2020
<3
CAGR¹)
Allocated
Perpetuity
book
(Group of) CGUS
value
Risk-free
interest rate
Market risk
Discount
growth
Operating
premium
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
- 10.5
-0.1
- 19.0
Reclassifications
0
0
0
0.5
0
Balance as at 31 Dec 2020
22.4
518.1
710.4
4.6
1,255.4
208
0
0
315.7
44.0
1.0
110.4
business combinations
Additions
0
0
8.5
65.4
1.2
Amortisation
0
- 0.1
31.2
- 1.2
- 32.5
Exchange rate differences
9.7
0
952.7
assets
Acquisitions through
Exchange
licences
€m
Trade
names
Member and
customer
relationships
Miscellaneous
intangible
4.0
Balance as at 1 Jan 2019
Total
€m
€m
€m
24.0
3,957.6
460.0
464.7
€m
Changes in other intangible assets by category
Money market borrowings
settlement business
0
Non-current
1,176.2
0
2,286.2
13,725.6
1,176.2
€m
13,725.6
0
38,420.1
1,467.3
57,726.6
0
0
698.7
29,988.7
888.1
46,705.7
29,988.7
888.1
47,404.4
In 2020 fixed income securities in the amount of €609.6 million (2019: €596.0 million) expired.
Total
€m
219
Current
€m
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Amounts reported separately under liabilities as cash deposits by market participants are restricted. Such
amounts are invested mainly via bilateral or triparty reverse repurchase agreements and in the form of
overnight deposits at central banks and banks and shown as restricted bank balances. Government and
government-guaranteed bonds with an external rating of at least AA- are accepted as collateral for the
reverse repurchase agreements.
Composition of financial liabilities at amortised cost
31 Dec 2020
31 Dec 2019
Deutsche Börse Group | Annual report 2020
Non-current
Trade payables
0
2,286.2
2,637.1
12,191.6
12,191.6
0
Deposits from securities
0
2,637.1
Bonds issued
206.7
16,852.6
14,225.4
2,627.2
18,104.4
14,630.0
3,474.4
Other iabilities at amortised
costs
€m
Total
Current
€m
206.7
€m
0
388.6
388.6
0
Executive and Supervisory Boards
4.2
997.5
0
52.2
0
186.3
186.3
0
238.5
as at 1 Jan 2019
Amortisation
42.5
7.8
2.7
40.9
43.6
0
93.9
Disposals
0
- 22.5
0
- 12.3
- 12.3
0
- 34.8
Exchange rate differences
0.1
0.2
Depreciation and impairment losses
918.9
7.0
355.8
-0.7
- 3.1
0
- 6.3
- 6.3
- 0.9
- 11.0
Reclassifications
0
9.7
0
3.1
3.1
0.1
- 13.1
Exchange rate differences
-2.3
-0.6
- 0.2
- 0.5
- 0.7
0
- 3.6
Historical costs as at 31 Dec 2020
459.5
96.6
12.6
343.2
-0.3
-0.6
- 0.5
0
- 1.1
Depreciation and impairment losses
90.3
44.1
6.9
247.2
254.1
0
388.5
as at 31 Dec 2020
Carrying amount as at 31 Dec 2019
346.5
39.8
0
7.0
95.9
15.8
498.0
Carrying amount as at 31 Dec 2020
369.2
52.5
5.7
96.0
101.7
7.0
530.4
The average remaining term of leases is 16.9 years.
The remaining term of the material sub-lease is two years; it is then renewed automatically for an
indefinite period. Both parties can terminate the lease at the end of the remaining term by giving notice
of six months.
88.9
Disposals
-0.4
- 0.1
- 0.2
Depreciation and impairment losses
42.6
37.7
2.8
214.3
217.1
0
297.4
as at 31 Dec 2019
Amortisation
48.5
9.2
-0.3
19.2
43.2
100.9
Disposals
-0.4
- 2.5
0
- 5.8
- 5.8
0
- 8.7
Exchange rate differences
-0.4
- 0.3
39.0
134.5
4.7
46.4
Land and
buildings
Advance
payments
Fixtures
(right-of-
use)
and
fittings
IT hardware, operating and office
equipment as well as carpool
made and
construction
in progress
Total
Right-of-use
Purchased
<3
Total
€m
€m
€m
€m
€m
€m
Historical costs as at 1 Jan 2019
258.3
83.5
4.5
271.1
275.6
14.8
€m
632.2
Property, plant and equipment (incl. Right-of-use assets)
Financial statements
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
11. Property, plant and equipment
Measurement of purchased property, plant and equipment
<3
Depreciable items of property, plant and equipment are carried at cost less cumulative
depreciation. The straight-line depreciation method is used. The carrying amount is immediately
written down to its recoverable amount if the carrying amount is higher than its recoverable
amount. 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 overheads. No
borrowing costs were recognised in the reporting period and in the previous year as they could not
be directly allocated to any particular development project. If it is probable that the future economic
benefits associated with an item of property, plant and equipment will flow to the Group and the
cost of the asset in question can be reliably determined, expenditure subsequent to acquisition is
added to the carrying amount of the asset as incurred. The carrying amounts of any parts of an
asset that have been replaced are derecognised. Repair and maintenance costs are expensed as
incurred.
Useful life of property, plant and equipment
IT hardware
Operating and office equipment
Notes | Notes on the consolidated statement of financial position
Further information
Leasehold improvements
Depreciation period
3 to 5 years
5 to 25 years
Based on lease term
Deutsche Börse Group leases a large number of different assets. This includes mainly buildings and
passenger vehicles. Right-of-use assets are measured at cost. Any accumulated depreciation and
impairment amounts are deducted from the cost of right-of-use assets as part of subsequent
measurement. This does not apply to short-term leases with a term of not more than twelve months and
leases for low-value assets. Expenses in the reporting year resulting from the above-mentioned short-
term and low-value assets are reported in other operating expenses.
Useful life of property, plant and equipment
Right-of-use- land and buildings
Right-of-use - IT hardware, operating and office equipment as well as carpool
Depreciation period
Based on lease term
Based on lease term
As a lessor in the case of an operating lease, the Group presents the leased asset as an item of property,
plant and equipment and measures such asset at amortised cost. The lease instalments received during
the period are shown under other operating income.
211
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Measurement of right-of-use assets
For details regarding the corresponding lease liabilities, please see note 12.
Acquisitions through business
1.5
0.2
0
0.1
0.1
0
0.2
Historical costs as at 31 Dec 2019
389.1
77.5
9.8
303.2
313.0
15.8
- 0.1
795.4
3.1
0
0
0.3
0.3
0.5
3.9
combinations
Additions
70.3
13.1
3.0
43.4
Acquisitions through business
10.2
Exchange rate differences
- 6.8
3.0
0.8
3.8
0
15.5
combinations
Additions
120.7
9.7
2.3
44.0
46.3
8.1
0.1
184.8
0
24.5
0
- 12.6
12.6
-0.3
- 37.4
Reclassifications
0
7.1
0
-0.2
- 0.2
Disposals
212
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
616.6
Total
€m
616.6
Non-current
€m
Current
€m
Total
€m
0
447.3
447.3
of which expected losses
0
- 9.2
0
Other financial assets measured
16,225.1
- 9.2
17,222.6
0
- 7.1
- 7.1
698.7
15,381.6
16,080.3
at amortised costs
Fixed income securities
992.1
206.0
1,198.0
997.5
693.0
Trade receivables
€m
Gains/(losses) recognised in profit or loss
Dividends related to investments derecognised during the period
Dividends related to investments held at the end of the reporting period
Total
1) Of which €0.1 million (2019: nil) are attributable to non-controlling interests.
<3
2020
2019
€m
€m
25.5
- 10.4
0.3")
Current
€m
0
- 10.4
0.3
0
0
1.3
0.3
1.3
The disposal of one strategic investment resulted in a gain of €0.1 million (2019: €10.5 million),
recognised outside profit or loss in retained earnings.
Financial assets and liabilities measured at amortised cost
Composition of financial assets at amortised cost
31 Dec 2020
31 Dec 2019
Non-current
25.8
Total
592.1
Reverse repo transactions
48.4
balances
Margin calls
0
156.6
156.6
0
8.0
8.0
Other
5.4
50.0
55.5
48.4
5.7
80.8
of which expected losses
-0.3
-0.0
- 0.3
-0.0
0.0
-0.0
Restricted bank balances
0
Cash and other bank balances
0
Total
75.1
1,285.1
0
675.6
0
6,176.7
6,176.7
0
6,394.3
6,394.3
Balances on nostro accounts
2,252.4
2,252.4
0
1,596.2
1,596.2
Money market lendings
675.6
0
6,440.0
6,435.8
6,435.8
Customer overdrafts from
0
267.7
267.7
0
231.7
231.7
settlement business
Receivables from CCP
0
6,440.0
38,420.1
1,467.3
56,729.1
Debt instruments
Gains/(losses) recognised in other comprehensive income
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Impairment
As a rule, any impairment for expected credit losses for debt instruments reported at amortised cost and
at fair value through other comprehensive income is determined using the three-stage impairment model
in IFRS 9. The losses represent a forward-looking measurement of future losses that are generally
subject to estimates.
Stage 1: The impairment upon initial recognition is measured on the basis of the expected losses for the
next twelve months.
Stage 2: If a financial asset's credit risk has increased significantly, the expected credit loss is
determined over the entire term. A significant increase in credit risk is determined individually using
internal ratings.
Stage 3: Credit-impaired financial assets are allocated to Stage 3 and the impairment is based on the ful
lifetime expected credit losses. This is the case if there are observable data of significant financial
difficulties and there is a high risk of default, even if the definition of a default has not yet been met.
If the credit risk for debt instruments at amortised cost and at fair value through profit or loss is low in
absolute terms as at the reporting date, they remain in Stage 1 even if the default risk has increased.
Deutsche Börse Group has identified the following two triggers to identify an event of default and which
cause a transfer to stage 3 accordingly:
214
Legal default event: a contractual partner is unable to fulfil its contractual obligation according to an
agreement with Deutsche Börse Group due to insolvency/bankruptcy.
Within Deutsche Börse Group, the expected credit losses for trade receivables are measured based on
the simplified approach, which requires lifetime expected losses to be recognised from initial recognition
of a receivable. For trade receivables, a default is assumed for amounts which are overdue for more than
360 days.
Financial Liabilities
Recognition and derecognition
Financial liabilities are recognised when a Group company becomes a party to the instrument.
Purchases and sales of equities via the central counterparty Eurex Clearing AG are recognised at the
settlement date analogous to financial assets. Financial liabilities are derecognised when the contractual
obligation has been extinguished because it has been discharged or cancelled or has expired.
Financial liabilities measured at amortised cost
Financial liabilities not held for trading are generally accounted for at amortised cost. The borrowing
costs associated with the placement of financial liabilities are included in the carrying amount and
accounted for using the effective interest method if they are directly attributable. Discounts are amortised
over the term of the liabilities using the effective interest method. Liabilities to non-controlling
shareholders for the acquisition of non-controlling shares settled in cash or another financial asset are
recognised at the present value of the future purchase price. Subsequent measurement recognises
through profit or loss the effect on present value of accrued interest on the financial obligation and all
215
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Contractual default event: a contractual partner is unable or unwilling to fulfil, in a timely manner, one
or more of its scheduled contractual obligations according to an agreement with Deutsche Börse Group.
The non-fulfilment of the contractual obligation could potentially result in a financial loss for Deutsche
Börse Group.
<3
Equity instruments are always subsequently measured at fair value. Since Deutsche Börse Group has
used the irrevocable FVOCI option for all equity instruments as of the reporting date, gains and losses
are recognised in other comprehensive income. When the item is derecognised the gains and losses are
not recycled through profit or loss, but reclassified to retained earnings. Dividends from these financial
investments are shown in net income from financial investments.
■ Fair value through profit or loss (FVPL): Financial assets that do not meet the criteria for
measurement at amortised cost or at FVOCI, are measured at FVPL and their measurement effects are
shown in result from financial investments. Distributions from fund interests are also shown in result
from financial investments. Interest income from fixed income securities in this category are shown in
the financial result.
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
12. Financial instruments
Financial assets
Recognition and derecognition
<3
Financial assets are recognised when the Group or one of its companies becomes party to a financial
instrument. Regular way purchases and sales of financial assets are generally recognised and
derecognised at the trade date. Purchases and sales of debt instruments classified as "at amortised cost"
and of equities eligible for clearing via the central counterparties (CCPs) of Deutsche Börse Group are
recognised and derecognised at the settlement date. Financial assets are derecognised when the
contractual rights to the cash flows expire or when the company transfers these rights in a transaction
that transfers substantially all risks and rewards of ownership of the financial assets.
Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the
context of the ASL plus securities lending system and is an intermediate between lender and borrower
without becoming a contracting party from an economic perspective. Consequently, these transactions
are not recognised in the consolidated balance sheet.
Initial measurement and classification
Financial assets are first recognised at fair value. For financial assets not measured at fair value through
profit or loss the recognised amount also includes transaction costs that can be allocated directly to the
acquisition of this asset. Transaction costs of financial assets at fair value through profit or loss are
expensed.
Financial assets are classified at the acquisition date, from which subsequent measurement is derived.
Deutsche Börse Group allocates its financial assets to the following measurement categories:
Subsequent measurement of equity instruments
■ At fair value (either at “fair value through other comprehensive income” (FVOCI) or "fair value through
profit or loss" (FVPL))
Debt instruments are allocated on the basis of the business model for managing the financial assets and
the contractual cash flow characteristics. Debt instruments are only reclassified if the business model for
managing them is changed. Deutsche Börse Group does not make use of the option to designate debt
instruments as at fair value through profit or loss on initial recognition (fair value option).
The allocation of investments in equity securities held for trading depends on whether the option of
designating the corresponding financial instruments as at fair value through other comprehensive income
(FVOCI option) is used on initial recognition. Each individual equity instrument can be allocated
separately and may not be changed in subsequent periods.
213
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Subsequent measurement of debt instruments
Deutsche Börse Group allocates each debt instrument to one of the following categories:
■ Amortised cost (aAC): Assets allocated to the "hold" business model and whose cash flows consist of
solely payments of principal and interest are measured at amortised cost. Interest income from these
financial assets is measured using the effective interest method. Gains and losses from derecognition,
impairment and exchange rate movements are recognised through profit or loss. Measurement effects
are shown in banking business or non-banking business depending on how the financial assets are
allocated. For financial assets from banking business all measurement effects are shown in the treasury
result from banking business. Interest income from the non-banking business are shown in the
financial result. All other effects of non-banking business are presented in result from financial
investments. All effects relating to the measurement of trade receivables are shown in other operating
income and expenses.
▪ Fair value through other comprehensive income (FVOCI): Investments in debt instruments allocated
to the "hold and sell" business model and whose cash flows consist solely of payments of principal and
interest are measured at fair value through other comprehensive income. Impairments on these debt
instruments are recognised in profit or loss in the result from financial investments. On disposal of
these debt instruments the cumulative gains or losses in the revaluation reserve are recycled to profit or
loss in the result from financial investments. Interest income from fixed income securities in this
category are shown in the financial result.
■ At amortised cost (aAC)
Strategic investments
measurement changes in the obligations. 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.
Contingent purchase payments recognised by the purchaser of a business combination in accordance
with IFRS 3 are not measured at amortised cost. The resulting financial liabilities are recognised at fair
value through other profit or loss. With a contingent purchase price component the purchaser is obliged
to transfer additional assets or shares to the seller if certain conditions are met. Subsequent
measurement is at fair value through profit or loss.
The item “Equity investments at fair value through other comprehensive income" was renamed
"Financial assets at fair value through other comprehensive income", because equity instruments and
debt instruments are now presented together in this category. This item comprises strategic investments
which Deutsche Börse Group has irrevocably elected to recognise at fair value through other
comprehensive income in this category at initial recognition. The Group believes that this classification is
more meaningful. In addition fixed-income securities allocated to the "Hold and sell" business model are
also presented at fair value through other comprehensive income.
Composition of financial assets measured at fair value through other comprehensive income
2020
2019
€m
€m
Strategic investments
107.0
66.3
Listed securities
Unlisted securities
12.5
107.0
Financial assets measured at fair value through other comprehensive income
53.8
Total
4.9
0
111.9
66.3
None of the financial assets have been pledged as collateral by Deutsche Börse Group. Debt securities
amounting to €0.5 million expired in 2020. Debt securities amounting to €0.5 million are classified as
current as at 31 December 2020; total impairments came to less than €0.1 million.
218
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Amounts recognised in profit or loss and other comprehensive income
Listed debt instruments
Financial liabilities measured at fair value through profit or loss
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the
criteria for hedge accounting, hedge accounting is discontinued. When the forecast transaction is no
longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in
equity are immediately reclassified to profit or loss.
Further information
Deutsche Börse Group does not make use of the option to designate financial liabilities at fair value
through profit or loss upon initial recognition (fair value option).
Deutsche Börse Group's exposure to various risks associated with the financial instruments is discussed
in note 23. The maximum exposure to credit risk at the end of the reporting period is the carrying
amount of each class of financial assets mentioned above.
Presentation and netting of financial assets and liabilities
Financial assets and liabilities in the statement of financial position are divided into non-current and
current. They are presented as non-current assets if the remaining term is more than twelve months as
at the reporting date. They are presented as current assets if the remaining term is less than twelve
months.
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 offset the recognised
amounts and intends either to settle on a net basis or to realise the asset and settle the liability
simultaneously.
Derivative financial instruments and hedge accounting
Derivatives are initially recognised at fair value at the time of the derivative contract. They are only used
for hedging and not as a speculative investment. Where derivatives do not meet the hedge accounting
criteria, they are classified as "held for trading" for accounting purposes and are remeasured at the end
of each reporting period at fair value through profit or loss. Gains and losses from the subsequent
measurement are either recognised in the treasury result from banking business or in result from
financial investments.
216
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
<3
Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives designated as cash flow hedges is shown
in the reserve for cash flow hedges as part of other comprehensive income; it is limited to the
cumulative change in the fair value of the hedged item on the basis of its present value since the
hedging transaction. Gains or losses on the ineffective portion are recognised directly through profit or
loss, either in the treasury result from banking business or in the result from financial investments. If
forward contracts are used to hedge planned transactions the Deutsche Börse Group designates the
entire change in the fair value of the forward, including the forward component, as a hedging
instrument. In this case the gains or losses from the effective portion of the change in fair value for the
entire future transaction are recognised in the reserve for cash flow hedges as a component of equity. If
the Group uses futures to hedge existing receivables and liabilities, only the spot component of the future
is designated. Gains or losses from the effective portion of the change in the spot component of the
future are shown in the reserve for cash flow hedges. Changes in the forward component of the hedging
instrument that relates to the hedged item are considered to be hedging costs and shown separately in
the reserve for hedging costs in other comprehensive income. The fair value of the forward component
not included in the hedging relationship at the time it is designated is written off pro rata temporis over
the period of the hedging relationship. The amount written down is recycled from the reserve for hedging
costs to profit or loss.
Cumulative amounts in the reserve for cash flow hedges are reclassified according to the following
methodology:
■ If the cash flow hedge serves to hedge plannend transactions, the amount from the hedging instrument
that has accumulated in other comprehensive income up to the acquisition date is derecognised from
the reserve and treated as part of the acquisition costs.
■ For cash flow hedges of existing receivables and liabilities, the amount that has accumulated in the
reserve for cash flow hedges is reclassified to profit or loss in the periods in which there are changes in
the hedged future cash flows recognised through profit or loss.
■ If this amount is a loss, however, and the assumption is that all or part of this loss cannot be recouped
in future periods, then this amount is recognised immediately through profit or loss.
The effectiveness of the hedging relationship is assessed at the beginning and over the entire duration of
the hedging relationship to ensure that there is an economic relationship between the hedging
instrument and the hedged item. To hedge foreign currency risks, hedging relationships are established
in which all relevant contractual parameters of the hedging transaction match exactly with those of the
hedged item. Ineffectiveness may arise in the hedging of foreign currency transactions if the timing of the
planned transaction changes compared with the original estimate. Ineffectiveness due to changes in the
default risk of Deutsche Börse Group or the counterparty to the hedging transaction is deemed to be
negligible. Effectiveness is measured regularly as at the reporting dates. The Group uses the hypothetical
derivative method for this purpose.
217
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Deutsche Börse Group uses foreign exchange derivatives as hedging instruments to hedge existing or
expected transactions against foreign exchange risks. When a hedging transaction takes place the
economic relationship between the hedging instrument and the hedged item is documented in
accordance with the statutory requirements.
19.2
0
479.5
5.2
5.2
Other
0
71.7
71.7
0
72.0
72.0
Cash deposits from market
participants
0
38,188.8
0
29,755.8
29,755.8
Total
3,474.4
53,207.4
56,681.8
2,627.2
44,187.9
46,815.1
Deutsche Börse AG made the investors in a bond a redemption offer in the second quarter of 2020. In
the course of this redemption offer €284.9 million was redeemed at a purchase price of 101.0 per cent.
In the fourth quarter of 2020 the remaining tranche of the same bond was repaid at its nominal value of
€315.1 million as at the termination date. The entire redemption of the bond gave rise to a negative
effect of €3.9 million recognised through profit or loss in the reporting year. To refinance this bond a new
hybrid bond with a nominal volume of €600.0 million was issued. This hybrid bond has a maturity of
27 years with a redemption option after seven years. It bears interest at 1.25 per cent.
Clearstream Banking AG issued a bond with a nominal volume of €350.0 million and an interest
coupon of 0.0 per cent in the fourth quarter 2020. The bond has a maturity of five years.
The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at
31 December 2020 or as at 31 December 2019.
220
Purchase price liabilities from
0
27.8
38,188.8
0
27.8
479.5
0
0
business combinations
Commercial Papers issued
0
546.4
0
0
311.9
311.9
Liabilities from CCP balances
0
546.4
Bank overdrafts
565.3
382.5
41.5
341.0
51.1
408.9
Leasing liabilities
49.9
49.9
0
565.3
357.8
Balance as at 31 Dec 2019
0.6
0
0.6
53.8
0
- 87.9
- 16.7
Acquisitions from business combinations
0
0
17.5
recognised in equity
0
1.9
0
1.9
Changes recognised in the revaluation surplus
- 3.6
- 3.6
0
0
Staff cost
4.1
0
4.1
0
Unrealised gains/(losses) from currency translation
Additions
-0.3
14.5
9.3
Result from financial investments
9.6
0
or loss
Unrealised capital gains/(losses) recognised in profit
2.2
2.2
0
0
Other operating income
2.2
2.2
25.0
0
Realised capital gains/(losses) recognised in profit or
loss
86.3
87.8
- 6.7
5.2
Reclassifications
- 0.9
0
- 0.9
0
Disposals
36.2
- 3.3
0
0.1
89.7
0
profit or loss
investments
measured at fair
value through
Financial
liabilities
Financial assets
measured at fair
value through
Strategic
Total
Liabilities
<3
Assets
Reclassifications
Disposals
Additions
profit or loss
Acquisitions from business combinations
Changes in level 3 financial instruments
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
227
The derivatives listed in Level 2 include foreign currency forwards. The basis for measuring the market
value of the foreign currency forwards is the forward rate at the reporting date for the remaining term.
They are based on observable market prices. The basis for measuring the market value of financial
instruments held by central counterparties are market transactions for identical or similar assets on non-
active markets and option pricing models based on observable prices.
87.9
82,671.6
0
82,759.5
Total liabilities
Balance as at 1 Jan 2019
€m
€m
€m
0
0.6
- 3.5
4.1
0
Other operating income
or loss
Unrealised capital gains/(losses) recognised in profit
0
0
- 3.3
3.3
- 43.0
0
- 0.3
- 42.7
8.5
- 0.3
7.9
0.9
- 84.0
- 84.0
0
0
98.6
- 0.2
9.1
Other operating income
€m
0.1
0
Deutsche Börse Group | Annual report 2020
- 0.3
Composition of collateral held by central counterparties
The aggregate margin calls based on the executed transactions and default fund requirements after
haircuts was €62,467.3 million as at the reporting date (2019: €52,889.4 million). Collateral totalling
€79,747.6 million (2019: €61,711.0 million) was actually deposited.
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
In addition to these daily collateral payments, each clearing member must make contributions to the
respective default fund (for further details, see the risk report in the combined management report). Cash
collateral is reported in the consolidated balance sheet under "cash deposits by market participants" and
the corresponding amounts under "restricted bank balances".
<3
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
229
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts, they
have established multi-level collateral systems. The central pillar of the collateral systems 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.
Cash or securities held as collateral by central counterparties
Cash collateral (cash deposits)
- 23,126.6
- 29,677.1
55,044.5
29,677.1
- 59,462.2
- 57,925.6
43,982.3
60,352.2
58,020.6
48,427.6
- 78,171.1
- 78,104.7
from options
Financial liabilities
23,126.5
78,104.7
1)3)
Total
19.3
26.6
39.7
28.9
66.5
67.6
208.7
414.3
€m
€m
31 Dec 2019
31 Dec 2020
61,711.0
Securities and book-entry securities collateral²)3)
79,747.6
41,554.6
38,193.0
31 Dec 2019
€m
31 Dec 2020
€m
Total
Miscellaneous
Interest receivables on taxes
Tax receivables (excluding income taxes)
Prepaid expenses
Other receivables from CCP transactions (commodities)
Composition of other current assets
13. Other current assets
1) The amount includes the clearing fund totalling €4,600,8 million (2019: € 2,914.5million).
2) The amount includes the clearing fund totalling €2,294.1 million (2019: € 2,055.2 million).
3) The collateral value is determined on the basis of the fair value less a haircut
26,489.6
35,221.4
7.6
from options
- 103,444.5
Executive and Supervisory Boards
3.6
228
Financial liabilities at fair value mainly consist of contingent considerations which are also valued on the
basis of discounted cash flow models in which the present value of obligations was determined using
risk-adjusted discount rates. There were no further material changes in the reporting year regarding
financial assets and liabilities allocated to Level 3. A change in the parameters observable on the
The fair value of fund units included in financial assets at FVPL is based on the net asset value
determined by the issuer. This position also includes a contingent consideration whose valuation is
based on internal discounted cash flow models that discount the expected future payment to the
valuation date using risk-adjusted discount rates.
The fair value measurement of Level 3 strategic investments is determined on a quarterly basis using
internal valuation models.
139.4
- 1.5
34.0
- 3.6
0
- 3.6
107.0
Balance as at 31 Dec 2020
Management report
Unrealised gains/(losses) from currency translation
recognised in equity
0
26.6
Changes recognised in the revaluation surplus
2.3
2.3
0
Result from financial investments
-0.3
0
- 0.3
0
Other operating expenses
7.3
26.6
Financial assets
Financial statements
Further information
- 81,078.2
Financial liabilities from repo
transactions
81,173.2
Financial assets from repo
transactions
- 55,044.5
- 48,427.6
78,171.1
23,152.6
- 43,982.3
- 23,152.6
104,334.5
€m
31 Dec 2019
Notes | Notes on the consolidated statement of financial position
31 Dec 2020
€m
31 Dec 2020
€m
€m
31 Dec 2020 31 Dec 2019
€m
Net amount of financial
instruments
Gross amount of offset financial
instruments
Gross amount of financial
instruments
Gross presentation of offset financial instruments held by central counterparties
Offsetting financial instruments
The bonds issued by Deutsche Börse Group have a fair value of €2,784.0 million (31 December 2019:
€2,451.1 million) and are disclosed under financial liabilities measured at amortised cost. The fair value
of such instruments is based on the debt instruments' quoted prices. Due to insufficient market liquidity,
the liabilities were allocated to Level 2. The financial instrument's carrying amount for all other items
represents a reasonable approximation of the fair value.
Debt securities held by Deutsche Börse Group which are disclosed under financial assets measured at
amortised cost have a fair value of €1,205.0 million (31 December 2019: €1,360.1 million). The fair
value of the debt securities was determined by reference to published price quotations in an active
market. The securities were allocated to Level 1.
market, taking into account realistic alternative assumptions, would not have any material effects on the
carrying amounts of the unlisted equity securities measured at fair value through profit or loss as at the
reporting date.
4
<3
31 Dec 2019
€m
0
Total assets
3.6
Total
Debt instruments
107.0
0
0
107.0
Strategic investments
Financial assets measured at fair value through other
comprehensive income (FVOCI)
€m
Level 3
Level 2
€m
Level 1
€m
€m
Financial assets measured at fair value through profit or
loss (FVPL)
thereof attributable to:
<3
Fair value hierarchy
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
225
There were no transfers between levels for recurring fair value measurements during the year under
review.
■ Level 3: Financial instruments where the fair value is determined using one or more unobservable
significant inputs. This does not apply to listed equity instruments
■Level 2: Financial instruments with no quoted prices for identical instruments on an active market and
whose fair value is determined using valuation methods based on observable market parameters
■ Level 1: Financial instruments with a quoted price for identical assets and liabilities in an active
market
The financial assets measured at fair value includes financial assets and liabilities of the following three
hierarchy levels:
Fair value as at
31 Dec 2020
Fair value hierarchy
4.9
0
0
8.1
0
8.1
Current derivatives
0
80,768.1
0
80,768.1
Current financial instruments held by central counterparties
26.4
0
15.8
4.9
42.2
0
0.2
0
0.2
Non-current derivatives
0
6,934.7
0
6,934.7
Non-current financial instruments held by central
counterparties
107.0
4.9
111.9
Other non-current financial assets at FVPL
Other current financial assets at FVPL
The separate amount in the hedging reserve comprises the forward component of forward contracts. The
separated costs relate to over-time hedged items in the form of existing purchase price obligations from
business combinations.
0
Settlement
0
0
0
0
Reclassification to profit or loss
0
0
0
comprehensive income
Hedging costs deferred and recognised in other
0
0.2
0
0
recognised in OCI
Change in fair value of hedging instruments
Balance as at 1 Jan 2019
0
0
0
0
€m
€m
€m
Total
currency swaps
Reserve for
cash flow
hedges foreign
0
40.1
0
0
39.9
0.1
Balance as at 31 Dec 2020
- 0.2
-0.2
0
0
Settlement
1.5
0
1.3
0.2
Reclassification to profit or loss
0
-0.3
-0.3
comprehensive income
Hedging costs deferred and recognised in other
- 41.3
41.3
0
recognised in OCI
Change in fair value of hedging instruments
0.2
0.2
0
0
Balance as at 31 Dec 2019
0
7.6
0
0
Total
0.4
0
0
0.4
Other current financial assets at FVPL
0
1.4
0
1.4
Current derivatives
0
78,301.5
83,565.9
0
Current financial instruments held by central counterparties
17.1
0
11.3
28.4
Other non-current financial assets at FVPL
0
5,234.2
0
5,234.2
Non-current financial instruments held by central
counterparties
Financial assets measured at fair value through profit or
loss (FVPL)
Total
78,301.5
Strategic investments
11.3
17.5
Other current financial liabilities at FVPL
0
25.9
0
25.9
Current derivatives
0
77,411.5
0
77,411.5
Current financial instruments held by central counterparties
84.3
0
83,537.2
0
Other non-current financial liabilities at FVPL
0
5,234.2
0
5,234.2
Non-current financial instruments held by central
counterparties
loss (FVPL)
Financial liabilities measured at fair value through profit or
71.3
83,537.2
23.8
83,632.2
10.7
84.3
Financial assets measured at fair value through other
comprehensive income (FVOCI)
€m
53.8
0
172.6
Current derivatives
0
80,673.1
0
80,673.1
Current financial instruments held by central counterparties
0
1.5
1.5
Non-current derivates
6,934.7
172.6
0
Non-current financial instruments held by central
counterparties
Financial liabilities measured at fair value through profit or
loss (FVPL)
141.0
87,711.1
20.7
87,872.8
Total assets
34.0
87,711.1
15.8
87,760.9
Total
7.6
6,934.7
0
Other current financial liabilities at FVPL
1.5
0
12.5
66.3
53.8
0
12.5
66.3
€m
€m
Level 3
Level 2
Level 1
€m
thereof attributable to:
Fair value as at
31 Dec 2019
<3
Fair value hierarchy previous year
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
226
1.5
87,781.9
0
87,783.4
Total liabilities
1.5
0
0
6.7
Due date
340.9
designated as hedges
0
8.1
8.1
0
1.4
Foreign currency derivatives not
1.4
42.2
7.6
49.8
28.4
0.4
28.8
Other financial assets
0
0
0.2
Total
€m
€m
€m
€m
€m
€m
0.2
8.1
8.4
1.4
1.4
Forward exchange transactions
designated as cash flow hedges
0.2
0
Fund units and debt securities
42.2
0
42.2
15.8
58.2
28.4
1.7
30.2
Derivatives
1.5
172.6
174.1
0
25.9
25.9
Forward exchange transactions
designated as cash flow hedges
1,5
42.4
Current
Total assets
0.4
28.4
0
28.4
Contingent consideration
0
7.6
7.6
0
0
0
Other
0
0
0
0
0.4
39.9
Non-current
Current
494.2
Liabilities from margin payments to European Energy Exchange AG by clearing members
Liabilities from cash deposits by participants in equity trading
0.4
0.3
0
4.7
473.3
Total
29,755.8
Financial assets and liabilities measured at fair value through profit or loss
Financial instruments of the central counterparties
Eurex Clearing AG, European Commodity Clearing AG and Nodal Clear, LLC act as central
counterparties:
▪ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on Eurex
Germany. It also guarantees the settlement of all transactions for 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. Eurex Clearing AG also
guarantees the settlement of off-order-book trades entered for clearing in the trading systems of the
Eurex exchanges, Eurex Bonds, Eurex Repo, the Frankfurt Stock Exchange and the Irish Stock
Exchange. In addition, Eurex Clearing AG clears over-the-counter (OTC) interest rate derivatives and
securities lending transactions, where these meet the specified novation criteria.
▪ European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of EEX group and the connected partner exchanges.
38,188.8
3,794.7
5,964.8
25,461.9
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Cash deposits by market participants
Composition of cash deposits by market participants
<3
31 Dec 2020
31 Dec 2019
€m
€m
Liabilities from margin payments
Liabilities from margin payments to Eurex Clearing AG by clearing members
Liabilities from margin payments to European Commodity Clearing AG by clearing members
Liabilities from margin payments to Nodal Clear, LLC by clearing members
31,750.3
■ Nodal Clear, LLC, as part of the Nodal Exchange Group, is a Derivatives Clearing Organisation (DCO)
registered in the United States and is the central counterparty for all transactions executed on Nodal
Exchange.
The transactions of the clearing houses are only executed between the respective clearing house and a
clearing member. Purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date. For products that
are marked to market (futures, options on futures, as well as OTC interest-rate derivatives), the clearing
houses recognise gains and losses on open positions of clearing members on each exchange day. By
means of the variation margin, profits and losses on open 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.
Therefore, futures and OTC interest rate derivatives are not reported in the consolidated balance sheet.
"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. Receivables and liabilities from repo transactions
and from cash-collateralised securities lending transactions are classified as held for trading and carried
at fair value.
221
Deutsche Börse Group | Annual report 2020
57.0
87,702.7
83,535.8
6,934.7
5,234.2
80,768.1
78,301.5
Receivables and liabilities that may be offset against a clearing member are reported on a net basis.
Financial liabilities of €95.0 million (31 December 2019: €890.0 million) were eliminated because of
intra-Group GC Pooling transactions.
Other financial assets and liabilities measured at fair value through profit or loss
For greater clarity "Derivatives” are now presented in the item “Other financial assets measured at fair
value through profit or loss" or "Other financial liabilities measured at fair value through profit or loss".
These positions of Deutsche Börse are made up as follows:
Other financial assets and liabilities measured at fair value through profit or loss
Derivatives
Carrying amount 31.12.2020
Carrying amount 31.12.2019
Non-current
5.0
Total
60,352.2
23,126.6
31 Dec 2019
€m
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
548.1
The fair values recognised in the consolidated balance sheet are based on daily settlement prices. These
are calculated and published by the clearing house in accordance with the rules set out in the contract
specifications.
Composition of financial instruments held by central counterparties
Repo transactions
Options
Others
Total
thereof non-current
thereof current
31 Dec 2020
€m
58,020.6
29,677.1
41.4
<3
0
n/a
380.0
n/a
Due date
Hedge ratio
Change in fair value of the hedging instrument in €m
29.04.2022
n/a
100.0%
n/a
- 1.1
n/a
Change in value of the hedged item used to measure the ineffectiveness of the hedging relationship in
€m
Weighted average hedge rate for hedging instruments (including forward points) in Fr./€
1.1
1.1
n/a
Carrying amount in €m (non-current financial liabilities measured at fair value through profit and loss)
Nominal amount in Fr.m
n/a
n/a
Due date
Hedge ratio
31.12.2022
n/a
100.0%
n/a
Change in fair value of the hedging instrument in €m
0.2
n/a
Change in value of the hedged item used to measure the ineffectiveness of the hedging relationship in
€m
-0.2
n/a
Weighted average hedge rate for hedging instruments (including forward points) in Fr./€
1.1
Spot components from forward exchange transactions in CHF
56.3
1.1
Forward exchange transactions USD
1.2
n/a
The forward contracts are in the same currency as the highly probable future transactions so the hedging
ratio is 1:1.
The revaluation surplus for cash shown in other comprehensive income relates to the following hedging
instruments:
224
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Cash flow hedge reserve
<3
Reserve for
cash flow
hedges forward
Cost of hedging
230
n/a
n/a
39.9
0
Carrying amount in €m (current financial liabilities measured at fair value through profit and loss)
Nominal amount US$m
39.9
n/a
1,421.8
n/a
exchange
transactions
31.03.2021
n/a
Hedge ratio
67.0%
n/a
Change in fair value of the hedging instrument in Єm
- 39.9
n/a
Change in value of the hedged item used to measure the ineffectiveness of the hedging relationship in
€m
Weighted average hedge rate for hedging instruments (including forward points) in US$/€
n/a
reserve
€m
Carrying amount in €m (non-current financial assets measured at fair value through profit and loss)
Nominal amount in Fr.m
1.5
1.5
84.3
3.6
87.9
1.5
174.1
175.6
84.3
29.5
113.8
222
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
0
Financial statements
Foreign currency derivatives not
0
0
0.2
Total liabilities
Contingent consideration
87.9
3.6
84.3
1.5
1.5
0
Other financial liabilities
25.9
25.9
0
132.7
designated as hedges
Notes | Notes on the consolidated statement of financial position
Further information
132.7
As of 31 December 2020 there were foreign currency derivatives not designated in hedges with a term
of less than eight months with a nominal amount of €2,524.2 million (31 December 2019: €2,965.6
million with a term of less than seven months). Thereof €510.3 million (31 December 2019: €827
million) is attributable to derivatives with a positive fair value and thereof €2,013.9 million (31
December 2019: €2,138.6 million) is attributable to derivatives with a negative fair value. These foreign
currency derivatives were entered into mainly in order to convert USD amounts received into euros for
liquidity management purposes on the one hand and as an alternative to unsecured deposits and loans
on the other hand with the aim of hedging the unsecured counterparty risk as well as liquidity risk in
daily liquidity management.
50.4
57.5
Cash flow hedges that qualify for hedge accounting
Deutsche Börse AG entered into cash flow hedges in various currencies in 2020 to hedge existing or
forcast transactions. The effects of foreign currency hedging instruments on the financial position and
financial performance is as follows:
223
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
2020
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Forward exchange transactions
Spot components from forward exchange transactions in CHF
<3
<3
2019
- 3.5
1.8
Management report
0.3
2020
Net gain/(loss) from other financial liabilities measured at fair value through profit or loss
Total
2019
€m
Amounts recognised in profit or loss
Net gain/(loss) from derivatives not designated as hedges
38.6
54.4
€m
-0.2
0
Net gain/(loss) from other financial assets measured at fair value through profit or loss
Distributions from fund units
9.4
6.3
0.8
Net gain/(loss) from cash flow hedges
€m
€m
-0.3
- 177.1
- 57.2
0
16.5
103.7
Changes from defined benefit
Balance as at 1 Jan 2019 (gross)
€m
Total
Other
Defined
benefit
obligations
Cash flow
hedges
€m
€m
investments
measured
at FVOCI
measurement
Equity
Recognition of
hidden
reserves from
fair value
€m
0
- 219.2
0
Revaluation surplus
- 25.2
0
0
Changes from defined benefit
obligations
- 110.4
- 1.2
0.2
6.1
103.7
Balance as at 31 Dec 2019 (gross)
- 10.2
0
0.2
- 10.4
0
Fair value measurement
obligations
- 43.0
- 0.9
- 42.1
0
Revaluation surplus
Number
shares
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15 ff. of the Aktiengesetz (AktG, German Stock
Corporation Act). Accordingly, the share capital was contingently increased by up to €17,800,000
(contingent capital 2019). To date, the authorisation to issue convertible bonds and/or bonds with
warrants has not been exercised.
fractioning and/or may be disapplied if the share issue
Existing shareholders' pre-emptive rights may be
disapplied for
Expiry date
10 May 2021
18 May 2025
Date of
authori-
sation by the
shareholders
11 May 2016
19 May 2020
19,000,000
Authorised share capital II²)
13,300,000
Authorised share capital I"
-0.4
Composition of authorised share capital
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
31 December 2020, the number of no-par value registered shares of Deutsche Börse AG in issue was
190,000,000 (31 December 2019: 190,000,000).
Changes in equity are presented in the consolidated statement of changes in equity. As at
<3
14. Equity
Further information
Notes | Notes on the consolidated statement of financial position
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
is:
There were no further subscription rights to shares as at 31 December 2020 or 31 December 2019.
n.a.
exchange price, up to a maximum amount of 10 per cent
<3
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
231
The Executive Board is authorised, subject to the consent of the Supervisory Board, to exclude the
subscription rights of the shareholders in relation to bonds with conversion or option rights to acquire
shares in Deutsche Börse AG in the following cases: The Executive Board is authorised, subject to the
approval of the Supervisory Board, to exclude shareholders' pre-emptive rights to bonds with conversion
or option rights to shares of Deutsche Börse AG in the following cases: (i) to avoid fractional amounts, (ii)
when the issue price of a bond is not materially below the theoretical fair value determined in accordance
with recognised financial techniques and the total number of shares attributable to these bonds does not
exceed 10 per cent of the share capital, (iii) to grant the holders of conversion or option rights to shares
of Deutsche Börse AG subscription rights to offset any dilutive effects to the same extent as they would be
entitled to receive after exercising these rights.
By resolution of the Annual General Meeting of 8 May 2019, the Executive Board is authorised, subject
to the consent of the Supervisory Board, to issue in the period until 7 May 2024 on one or several
occasions convertible bonds and/or warrant-linked bonds or a combination of such instruments with a
total principal amount of up to €5,000,000,000 with or without a limited term and to grant holders or
creditors of such bonds conversion or option rights, respectively, to acquire new no-par value registered
shares in Deutsche Börse AG representing a notional interest in the share capital of up to €17,800,000,
as stipulated in the terms and conditions of convertible bonds or the terms and conditions of the warrants
attaching to the warrant-linked bonds.
Contingent capital
1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding
shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
2) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding
shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 10 per cent of the issued share capital.
n.a.
n.a.
18 May 2024
19 May 2024
17 May 2017 16 May 2022
19,000,000
6,000,000
Authorised share capital IV¹)
Authorised share capital III²)
against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies, or
other assets.
the nominal capital.
of
for cash at an issue price not significantly lower than the
stock
- 25.6
0.2
0
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
232
The "retained earnings" item includes exchange rate differences amounting to €– 98.3 million
(2019: € −8.2 million). In the reporting year €86.1 million (2019: €2.1 million) was transferred from
currency translation for foreign subsidiaries and €2.9 million (2019: €0.7 million) in connection with the
hedging of foreign exchange risks.
Retained earnings
- 92.6
- 1.2
- 177.6
- 40.0
22.5
103.7
- 52.1
- 10.2
- 0.2
- 0.9
- 159.3
0.1
4.3
103.7
Balance as at 31 Dec 2019 (net)
Balance as at 31 Dec 2020 (net)
- 128.3
0
14.6
Balance as at 1 Jan 2019 (net)
58.0
0.4
Management report
66.8
Financial statements
E>
- 6,478,743
183,521,257
Number of shares outstanding as at 31 December
Number of treasury shares as at the reporting date
31 Dec 2019
Number
190,000,000
Number
Number of shares issued as at 31 December
31 Dec 2020
No-par value shares carrying dividend rights
39.4
550.6
590.0
- 571.9
1,161.9
€m
31 Dec 2020
Appropriation to retained earnings
Distribution of a regular dividend to the shareholders of €3.00 per share for 183,521,257 no-par value shares
carrying dividend rights
Proposal by the Executive Board:
Unappropriated surplus
Appropriation to other retained earnings in the annual financial statements
Net profit for the period
Proposal on the appropriation of the unappropriated surplus
The annual financial statements of the parent company Deutsche Börse AG, prepared as at
31 December 2020 in accordance with the provisions of the Handelsgesetzbuch (HGB, German
Commercial Code), report net profit for the period of €1,161.9m (2019: €825.9m) and equity of
€3,511.8m (2019: €2,867.5m). In 2020, Deutsche Börse AG distributed €531.9 Mio. € (€2.90 per
share) from distributable profit for the previous year.
15. Shareholders' equity and appropriation of net profit of Deutsche Börse AG
Notes | Notes on the consolidated statement of financial position
Further information
0.1
- 9.3
0
11.1
0
0.1
0
Additions
47.0
0.1
48.8
0
- 1.9
0
Balance as at 1 Jan 2019
Deferred taxes
- 150.6
- 1.6
- 244.4
- 40.1
31.8
103.7
Balance as at 31 Dec 2020 (gross)
- 14.6
0
0
- 40.3
25.7
11.4
Reversals
0
0
Balance as at 31 Dec 2020
- 7.5
0
0
0
- 7.5
0
Reversals
7.2
0.1
6.9
0.2
Fair value measurement
0
Additions
58.3
0.3
59.9
- 0.1
- 1.8
0
Balance as at 31 Dec 2019
- 0.1
0
0
- 0.1
0
103.7
0
- 6,570,965
Increase by 1.0 percentage point
%
Change
2019
defined benefit
obligation
€m
596.0
630.6
Present value of the obligation">
Discount rate
Change
%
2020
defined benefit
obligation
€m
Effect on defined benefit obligation
Change in actuarial assumption
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
The sensitivity analysis presented in the following considers the change in one assumption of the main
plans in Germany and Luxembourg 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.
Sensitivity analysis
In Germany, the “2018 G” mortality tables (generation tables) developed by Prof Klaus Heubeck are
used. For Luxembourg, generation tables of Institut national de la statistique et des études économiques
du Grand-Duché de Luxembourg are used.
2.00
2.00
2.00
2.00
1.80
2.00
1.80
1.90
3.30
3.50
3.30
3.00
1.00
537,8
- 14.7
508.1
- 14.7
Life expectancy
-2.1
583.7
- 2.1
617,2
Reduction by 0.5 percentage points
2.3
609.6
2.1
643.8
Increase by 0.5 percentage points
Pension growth
- 1.8
1.00
585.1
619,3
Reduction by 0.5 percentage points
2.2
609.3
1.8
642.1
Increase by 0.5 percentage points
Salary growth
18.8
707.8
18.4
746,9
Reduction by 1.0 percentage point
- 1.8
0.70
0.70
%
672.2
Balance as at 31 Dec
0
3.6
0
- 8.5
0
0.6
0.6
1.5
1.4
- 0.9
- 0.8
12.1
621.6
Changes in the basis of consolidation
0
0
0
0
0
0
0
15.2
13.5
- 15.2
- 13.5
Settlements
Benefit payments
Tax and administration costs
Increase by one year
- 464.4
207.8
%
%
%
Luxembourg
Germany
Luxembourg
Germany
31 Dec 2019
31 Dec 2020
1) Up to the age of 50, afterwards O per cent
Staff turnover rate¹
Pension growth
Salary growth
428.2
Discount rate
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and are shown in the
following table:
Assumptions
<3
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
237
In 2020, employees converted a total of €4.8 million of their variable remuneration into deferred
compensation benefits (2019: €6.4 million).
The basis for determining the discount rate was refined in the financial year. A modified bond selection
for the relevant portfolios of high-quality corporate bonds, which is used as the basis for determining the
discount rate, resulted in a discount rate of 0.7 percent as of 31 December 2020. Without this change,
the discount rate would have been 0.4 percent. This would have led to an increase in the present value
of the defined benefit obligation of €29.5 million and, as a result of the adjustments to the financial
assumptions, to a corresponding actuarial loss before tax in other comprehensive income.
1) Thereof € 0.2 million (2019: €- 0.2 million) in the offsetting item for non-controlling interests
193.4
Actuarial assumptions
650,1
3.1
614.4
Further information
Notes | Notes on the consolidated statement of financial position
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
239
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 risks.
Risks
As at 31 December 2020, the plan assets did not include any financial instruments of the Group (2019:
zero). Neither did they include any properties or other assets used by companies in Deutsche Börse
Group.
100.0
428.2
100.0
<3
464.4
11.8
50.4
18.0
83.4
Total not listed
6.9
29.4
11.1
51.6
Cash
4.9
21.0
6.8
Total plan assets
31.8
Market risk
Inflation risk
190,000,000
240
The expected costs of defined benefit plans (excluding service cost for deferred compensation) amount to
approximately €17.7 million for the 2021 financial year, including net interest expense.
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December.
203,5
226,0
126,8
144,6
48.0
50.1
13,8
15,6
14,9
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. If volatility is low, the actual return is further expected to
exceed the return on corporate bonds with a good rating in the medium to long term. The level of the net
liability is influenced by the discount rates in particular, whereby the current low interest rates contribute
to a relatively high net liability. Deutsche Börse Group considers the share price risk resulting from
derivative positions in equity index futures in the plan assets to be appropriate. The company bases its
assessment on the expectation that the overall volume of payments 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.
15,7
More than 5 years up to 10 years
Between 2 and 5 years
Between 1 and 2 years
Less than 1 year
€m
€m
31 Dec 2019
31 Dec 2020
Expected pension payments"
Expected maturities of undiscounted pension payments
The weighted duration of the pension obligations as at 31 December 2020 is 16.6 years
(2019: 16.7 years).
Duration and expected maturities of the pension obligations
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries, i.e.
a significant increase in salaries would lead to an increase in the benefit obligation from these 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.
Total
0
Qualifying insurance policies
377.8
%
€m
%
€m
31 Dec 2019
31 Dec 2020
Composition of plan assets
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 75 per cent derived from the return on five-year German federal government bonds and 25 per cent
from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may only
invest in fixed-income and variable-rate securities, as well as listed investment fund units; it may hold
cash, including in the form of money market funds.
Luxembourg
a value preservation mechanism is applied; investments can be made in different asset classes.
In Germany, plan assets are held by a trustee in safekeeping for individual companies of Deutsche Börse
Group and the beneficiaries. At the company's instruction, the trustee uses the funds transferred to
acquire securities, without any consulting by the trustee. The contributions are invested in accordance
with an investment policy, which may be amended by the companies represented in the investment
committee. 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,
<3
Germany
Bonds
Composition of plan assets
Notes | Notes on the consolidated statement of financial position
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
238
1) Prior year adjusted and includes only the main plans in Germany and Luxembourg.
- 3.1
577.7
- 3.3
609.9
Reduction by one year
3.1
Further information
88.2
Government bonds
75.3
82.0
381.0
Total listed
6.1
26.1
28.1
Investment funds
-0.8
0.1
Interest rate futures
0.4
2.9
Stock index futures
349.9
- 0.1
0.6
3.0
Derivatives
105.2
138.4
Corporate bonds
0
0
Multilateral development banks
246.9
211.5
82.2
352.1
- 0.4
0
6.1
- 0.9
82.0
225.8
Eligible current employees
€m
31 Dec 2019
31 Dec 2020
€m
Other
€m
€m
Luxembourg
Germany
€m
Total
Total
Allocation of the present value of the defined benefit obligation to the beneficiaries
39.2
The defined benefit plans comprise a total of 2,882 beneficiaries (2019: 2,772). The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
234
193.4
207.8
9.9
31.4
166.5
Amount recognised in the balance sheet
requirement/asset ceiling
<3
0
347.0
Former employees with vested
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
235
In the period from 1 January 2004 to 30 June 2006, 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. The
participating companies provide an amount corresponding to a specific percentage of this eligible
income every year. 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 executives who were employed in the above period can
continue to earn capital components.
There is an employee-funded deferred compensation plan for employees of certain Deutsche Börse
Group companies in Germany who joined prior to 1 January 2019. Under this plan, it is possible to
convert portions of future remuneration entitlements into benefit assets of equal value which bear
interest of 6 per cent p.a. The benefits consist of a capital payment made in equal annual instalments
over a period of three years upon the reaching the age of 65 or at an earlier date due to disability or
death.
Germany
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for executives described in the second paragraph below, 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 individual 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 upon 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
5 per-centage 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.
Executive boards of Group companies (Germany and Luxembourg)
Essentially, the retirement benefits encompass the following retirement benefit plans:
621.6
672.2
41.6
319.7
89.8
Total
109.8
118.4
2.0
0.7
115.7
Pensioners or surviving dependants
192.1
206.8
0.4
7.1
199.3
entitlements
540.8
Financial statements
0
0
€m
31 Dec 2019
31 Dec 2020
Other
€m
€m
Luxembourg
Germany
€m
Total
183,429,035
- 0.8
Total
Net liability of defined benefit obligations
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. Deutsche Börse Group
uses external trust solutions to cover some of its pension obligations.
€m
Other long-term benefits for employees and members of executive boards (total disability pension,
transitional payments) 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.
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, S&P Global Ratings, Fitch Ratings and DBRS) 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, in principle,
based on a discount rate which is determined according to the Towers Watson "Global Rate:Link"
methodology updated in line with the current market trend.
The fair value of plan assets is deducted from the present value of pension obligations, reflecting the
asset ceiling rules if there are any excess plan assets. This results in the net defined benefit liability or
asset. Net interest expense 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.
<3
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
233
Provisions for pensions and similar obligations are measured using the projected unit credit method on
the basis of actuarial reports in accordance with IAS 19. Calculating the present value requires certain
actuarial assumptions (e.g. 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.
Defined benefit pension plans
16. Provisions for pensions and other employee benefits
The proposal on the appropriation of distributable profit reflects treasury shares held directly or indirectly
by the company that do not carry dividend rights under section 71b of the Aktiengesetz (AktG, the
German Stock Corporation Act). The number of shares carrying dividend rights can change until the
Annual General Meeting through the repurchase or sale of further treasury shares. In this case, with a
dividend of €3.00 per eligible share, an amended resolution for the appropriation of distributable profit
will be proposed to the Annual General Meeting.
The actuarial gains or losses and the difference between the expected and the actual return or loss on
plan assets are recognised in other comprehensive income in the revaluation surplus. They result from
changes in expectations with regard to life expectancy, pension trends, salary trends and the discount
rate.
0
536.1
41.5
0
Impact of minimum funding
obligations
193.4
207.8
9.9
31.4
166.5
Net liability of defined benefit
188.3
5.1
5.5
0.1
0.7
89.1
4.7
202.3
9.8
30.7
161.8
Funded status
- 428.2
- 464.4
- 31.7
- 374.3
Fair value of plan assets
Present value of defined benefit
obligations that are at least partially
funded
616.5
666.7
Present value of unfunded obligations
Notes | Notes on the consolidated statement of financial position
- 58.4
<3
- 5.8
0
0
- 5.6
- 5.8
Experience adjustments
70.3
25.1
0
0
70.3
25.1
Adjustments to financial assumptions
- 5.6
0
0
0
0
0
Adjustments to demographic assumptions
- 22.5
6.0
- 22.5
6.0
0
0
Return on plan assets, excluding amounts already recognised in
interest income
Remeasurements
0
28.8
Effect of exchange rate differences
0
Effect of exchange rate differences
0.1
0.6
0
42.2
- 0.5
0.1
0.1
Contributions:
Employers
Plan participants
0
0
0
- 43.6
- 43.6
42.5
0.9
0.8
25.3¹)
Further information
- 22.5
6.0
64.7
19.3
0
0
0
- 42.5
28.4
0
- 4.1
536.2
621.6
Past service cost and gains and losses on settlements
2019
2020
€m
€m
€m
2019
2020
2019
€m
2020
€m
Total
Fair value of plan
assets
Present value of
obligations
As part of adjustments to the remuneration systems to bring them into line with supervisory
requirements contracts were adjusted for some executives. For executives affected, whose contracts
allowed for the inclusion of only the income received and the variable remuneration above the upper
limit of the contribution assessment as pensionable income, the pensionable income was determined on
the basis of income received from the year 2016. This is adjusted annually to account for the increase of
the cost of living according to the consumer price index for Germany as issued by the Federal Statistical
Office. For executives affected, whose capital components were calculated on the basis of income
received, without observing the upper limit of the contribution assessment, an amount has been
determined that will be reviewed annually, and adjusted if necessary, by the Supervisory Board, taking
any changes in circumstances in terms of income and purchasing power into account.
Luxembourg
The defined benefit pension plan in favour of Luxembourg employees is funded by means of cash
contributions 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 upon reaching the age of
65. Contributions to the ASSEP are funded in full by the participating companies. The contributions are
determined annually on the basis of actuarial opinions in accordance with Luxembourg law.
236
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Changes in net defined benefit obligations
Balance as at 1 Jan
Changes through business combinations
Current service cost
Interest expense/(income)
- 6.5
- 428.2
- 372.1
€m
164.1
26.1
6.0
9.2
- 4.1
- 6.5
1.9
2.7
0.3
0
0
0
0.3
0
32.5
35.3
26.2
193.4
<3
0.1
0
0
0.1
0
0
0
26.1
26.2
0
139.25
21.9
152.18
139.25
150.33
141,727
2016
5.5
0
5.5
139.25
139.25
obligation
2015
Deutsche Börse AG
share price as at
31 Dec 2020
Intrinsic value/
option as at
31 Dec 2020
Fair value/
option as at Settlement
31 Dec 2020
Number
87,574
€
€
€m
Current
provision as at
31 Dec 2020
€m
Non-current
provision as at
31 Dec 2020
€m
€
21.9
139.25
2017
28.45
1.5
0
1.5
Total
641,020
68.8
21.9
46.9
1) The stock options of the 2019 tranche were granted as part of severance agreements.
139.25
247
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Provisions for the CPIP and the PSP amounting to € 68.8 million were recognised at the reporting date
31 December 2020 (31 December 2019: € 63.9 million). Of the provisions, € 17.4 million were
attributable to members of the Executive Board (2019: €11.3 million). The total expense for CPIP and
PSP stock options in the reporting period was € 8.5 million (2019: € 23.9 million). Of that amount, an
expense of €6.0 millionwas attributable to members of the Executive Board (2019: €6.9 million).
Balance as at
31 Dec 2020
Change in number of CPIP and PSP shares allocated
Additions/
(disposals)
Additions/
(disposals)
Deutsche Börse Group | Annual report 2020
0.0
139.25
2020
138,051
139.25
139.25
119.94
18.9
0
18.9
2018
139,292
139.25
54,084
139.25
15.6
0
15.6
2019¹)
80,292
139.25
58.02
5.4
0
5.4
88.53
Tranche
Risk-free interest rate
The valuation model does not take into account hurdle rates. The volatilities applied correspond to the
market volatilities of comparable options with comparable maturities.
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Co-Performance Investment Plan (CPIP)
In financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP) was
introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time
participation. The appropriate number of phantom shares was calculated based on the number of shares
granted and the increase of Deutsche Börse AG's net profit for the period attributable to shareholders of
Deutsche Börse AG, as well as 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 entities. The performance period for the measurement of the performance criteria
commenced on 1 January 2015 and ends on 31 December 2019. The shares are subject to a
performance period of five years and a waiting period until 31 December 2019. The subsequent
payment of the stock bonus will be settled in cash, by 31 March 2021.
Evaluation of the CPIP and the PSP
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
CPIP and PSP stock options
Valuation parameters for CPIP and PSP shares
Tranche
2020
Tranche
2019
Tranche
2018
Tranche
2017
Tranche
2016
Tranche
2015
Term to
31.12.2024
31.12.2023
31.12.2022
31.12.2021
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
246
6,893
Tranche
cash
2020 options
40,899 43,356
Additions/
(disposals)
Balance at
31 Dec 2020
247,236
Total
244,904
4
- 1,118
31.12.2020
- 582
6,893
40,899
- 43,356
247,236
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
Performance Share Plan (PSP)
The PSP was launched in financial year 2016 for members of the Executive Board of Deutsche
Börse AG as well as selected senior executives and employees of Deutsche Börse AG and of participating
subsidiaries. The number of phantom PSP shares to be allocated is calculated based on the number of
shares granted and the increase of net profit for the period attributable to Deutsche Börse AG
shareholders, as well as 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
constituents. The shares are subject to a performance period of five years. The subsequent payment of
the stock bonus will be settled in cash. For further details on this plan, please see the “Principles
governing the PSP and assessing target achievement for performance shares" section in the
remuneration report.
The 100 per cent stock bonus target was calculated in euros for each Executive Board member. The 100
per cent stock bonus target for selected executives and employees of Deutsche Börse AG and
participating subsidiaries is defined by the responsible decision-making bodies. Based on the PSP 100
per cent stock bonus target, the corresponding number of phantom shares for each beneficiary was
calculated by dividing the stock bonus target by the average share price (Xetra closing price) of Deutsche
Börse AG's shares in the last calendar month preceding the performance period. Any right to payment of
a PSP stock bonus vested only at the end of a five-year performance period.
The final number of Performance Shares was calculated by multiplying the original number of
Performance Shares with the level of overall target achievement. The PSP level of overall target
achievement was based on 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 increase of Deutsche Börse AG's net profit for the period attributable to shareholders of the parent
company. The two performance factors contribute 50 per cent each to calculate overall target
achievement.
The payout amount is calculated by multiplying the final number of performance shares with the average
share price (Xetra closing price) of Deutsche Börse AG's shares in the last calendar month preceding the
performance period, plus the total of dividend payments made during the performance period based on
the final number of performance shares. The plans are settled in cash.
- 408
Valuation of CPIP and PSP shares
31.12.2019
-0.77
0
0
Relative total shareholder return
%
160.00
170.00
250.00
250.00
250.00
250.00
Net profit for the period attributable to
137,00
171,00
Deutsche Börse AG shareholders
%
117.00
118.00
142.00
147,00
181,00
172.00
0
0
0
0
-0.77
- 0.75
- 0.73
-0.75
-0.75
Volatility of Deutsche Börse AG shares
%
24.13
28.69
36.25
%
29.91
Dividend yield
%
0
0
0
0
0
0
Exercise price
€
29.91
Additions/
(disposals)
Financial statements
31 Dec 2019
Other tax
provisions
Anticipated
Losses
Other personnel
€m
€m
provisions
€m
Miscellaneous
€m
34.1
8.7
9.6
16.4
0.2
0
0
0.7
- 0.3
0
<3
- 6.0
Balance as at 31 Dec 2020
Currency translation
0
0
1.5
122.8
112.6
92.1
79.5
249
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Notes | Notes on the consolidated statement of financial position
Further information
Changes in other provisions (part 2)
Balance as at 1 Jan 2020
Changes in the basis of consolidation
Reclassification
Utilisation
Reversal
Additions
Interest
- 0.1
- 0.6
0
For details of share-based payments, see note 17.
19. Other liabilities
Deutsche Börse Group reports the following contract liabilities resulting from contracts with customers:
Contract liabilities
Contract liabilities long-term
Contract liabilities short-term
Total
31 Dec 2020
31 Dec 2019
€m
€m
13.8
20.2
30.5
21.5
44.3
41.7
250
- 408
Provisions for restructuring and efficiency measures include provisions for contractually agreed early
retirement benefits and severance payments as well as expenses directly related to restructuring
measures. All provisions for implementing the restructuring plan (31 December 2019: €16.8 million)
were reclassified as provisions for early retirement benefits and provisions for severance payments or
reversed in the reporting period.
The other non-current and current provisions amount to a total of €481.7 million (31 December
2019: €475.9 million). The non-current provisions of €168.0 million (31 December 2019:
€225.2 million) essentially have a residual lifetime between one to five years. Furthermore current
provisions exist for €313.7 million (31 December 2019: €250.7 million).
23.4
4.5
- 1.7
- 1.8
- 13.6
- 0.7
- 3.9
-0.4
19.1
0.0
6.4
0
9.1
- 0.1
0.1
-0.4
0
0
0
0
38.9
7.9
0.0
0
- 0.2
- 2.3
144,977
- 1,630
- 3,139
531
54,084
641,020
1) The stock options of the 2019 tranche were granted as part of severance agreements.
For further information on the number of stock options granted to Executive Board members, and on the
remuneration system for Executive Board members, please refer to the remuneration report.
Group Share Plan (GSP)
Employees of Deutsche Börse Group who are not members of the Executive Board or senior executives
have the opportunity to acquire shares of Deutsche Börse AG at a discount under the Group Share Plan
(GSP). Under the GSP tranche for the year 2020, the participating employees could subscribe for up to
50 shares of the Company at a discount of 40 per cent and another 50 shares at a discount of 10 per
cent. The acquired shares are subject to a lock-up period of two years.
The expense of this discount is recognised in the income statement at the grant date. In the reporting
period, an expense totalling € 4,800.0 million (2019: € 4,070.0 million) was recognised in staff
expense for the GSP.
Management Incentive Programme (MIP)
The MIP was set up for the senior management of the Qontigo Group. It grants a non-current
remuneration component in the form of virtual shares of the Qontigo Group. The remuneration is settled
in cash. These are generally accounted for as sharebased payments. The amounts payable to the
beneficiaries are intended to reflect the economic development of the Qontigo Group. The MIP contains
a time-based and a performance-based component. The vesting period is four years and started one year
after closing of the Axioma transaction on 13 September 2019.
Valuation
The value of the virtual shares is determined using a Monte Carlo simulation on the respective balance
sheet date, which appropriately reflects the contract-specific conditions. The underlying simulations
depend on the underlying from which the payment is linked to the beneficiaries of the MIP. The
enterprise value of the Qontigo Group serves as the underlying.
248
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
11,804
- 2,468
1,238
2,115
Tranche
2016
Tranche
2017
Tranche
2018
Tranche
2019
Additions/
(disposals)
Tranche
2020
Balance at
31 Dec 2020
To the Executive Board
Financial statements
To other senior executives
- 1,962
- 3,745
- 4,377
2,999
42,280
496,043
Total
589,478
3,658
1,696
460,848
128,630
Balance at
Notes | Notes on the consolidated statement of financial position
Further information
On the basis of the simulations carried out, a discounted average payment of the contractually agreed
payment flows to the respective participants as calculated. The main valuation parameters include the
enterprise value and the expected volatility of the Qontigo Group as well as the expected term and the
contract-specific payment profile.
3.2
0
0
8.8
7.4
1.5
0
- 92.7
- 12.8
0
- 26.6
- 9.1
- 3.7
11.7
- 8.9
114.2
20.5
32.0
4.8
108.6
70.4
101.3
118.3
18. Changes in other provisions
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date. If it is no longer
probable that an otflow of resources embodying economic benefits will be required to settle the
obligation, the provision will be reversed.
A restructuring provision 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 by announcing its principal features to
those affected by it. The restructuring provisions and the provisions for contractually agreed early
retirement benefits and severance payments are recognised in other provisions.
Changes in other provisions (part 1)
Balance as at 1 Jan 2020
Changes in the basis of consolidation
Reclassification
Utilisation
<3
Reversal
Currency translation
Interest
Balance as at 31 Dec 2020
Restructuring
Bonuses
€m
Share-based
payments
€m
Interest on
taxes
€m
and
efficiency
measures
€m
Additions
- 582
25.78
4
133.21
1.6
1.6
0.0
2018
11,151
139,25
139,25
95.79
1.1
0
1.0
2019
6,825
139,25
139,25
62.55
0.4
0
139,25
0.4
139,25
2017
Settlement
obligation
Current
provision at
31 Dec 2020
Non-current
provision at
31 Dec 2020
€
€
€
€m
€m
€m
2016
147
139,25
139,25
115.30
0.0
0.0
0
11,915
2020
8,187
139,25
88.92
121.40
59.17
The stock options from the 2016 SBP tranche were exercised in the reporting period following the
expiration of the waiting period. Shares of the SBP tranches 2017, 2018 and 2019 were paid to former
employees as part of severance payments in the year under review.
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic
trading at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the
waiting period.
243
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
<3
Provisions for the SBP amounting to € 3.4 million were recognised at the reporting date of 31 December
2020 (31 December 2019: € 4.3 million). The total expense for LSI stock options in the reporting
period amounted to € 3.4 million (2019: € 2.6 million).
Change in number of SBP shares allocated
Balance at
Additions/
(disposals)
Additions/
(disposals)
Additions/ Additions/
(disposals) (disposals)
141.65
126.72
136.87
134.53
139,25
30.64
0.3
0
0.3
Total
38,225
3.4
1.6
Fair value/
option at
31 Dec 2020
1.7
Tranche
2016
2017
2018
2019
Average price of the exercised
share options
€
Average price of the forfeited
share options
€
117.78
Average price of the exercised and forfeited share options
31 Dec 2020
Intrinsic value/
option at
Deutsche Börse
AG share price at
31 Dec 2020
8.7
6.2
6.0
14.6
241
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
17. Share-based payment
<3
Deutsche Börse Group operates the Group Share Plan (GSP), the Stock Bonus Plan (SBP), the Co-
Performance Investment Plan (CPIP), the Performance Share Plan (PSP) and the Management Incentive
Programme (MIP) as well as the Long-term Sustainable Instrument (LSI) and the Restricted Stock Units
(RSU), which provide share-based payment components for employees, senior executives and executive
board members.
Stock Bonus Plan (SBP)
The SBP is open to senior executives of Deutsche Börse AG and its participating subsidiaries. It grants a
long-term remuneration component in the form of so-called SBP shares. These are generally accounted
for as share-based payments for which Deutsche Börse AG has a choice of settlement in cash or equity
instruments for certain tranches. Tranches due in previous years were each settled in cash. In the
reporting period, the company established an additional tranche of the SBP for senior executives who
are not risk takers. In order to participate in the SBP, a beneficiary must have earned a bonus. The
awards are settled in cash and the SBP shares are measured 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 consolidated income statement.
The number of stock options 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 are paid at the time the bonus is determined. Rather, the entitlement is generally
received three years after the grant date (the "waiting period"). Within this period, beneficiaries cannot
assert shareholder rights (in particular, the rights to receive dividends and attend the Annual General
Meeting). 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 shares in electronic trading on the Frankfurt
Stock Exchange) is multiplied by the number of stock options. Stock options are settled in cash.
Evaluation of the SBP
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
stock options.
8.5
€m
€m
31 Dec 2019
- 1,118
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Defined contribution pension plans and multi-employer plans
Defined contribution plans
<3
242
There are defined contribution plans as part of the occupational pension system using pension funds
and similar pension institutions. In addition, contributions are paid to the statutory pension insurance
scheme. The level of contributions is normally determined in relation to income. As a rule, 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 in several countries.
In addition, the employer pays contributions to employees' private pension funds.
Several Deutsche Börse Group companies are member institutions of BVV Versicherungsverein des
Bankgewerbes a.G., a pension insurance provider with registered office in Berlin. Employees and
employers make regular contributions, which are used to provide guaranteed pension plans, and a
potential surplus. The contributions to be made are derived from contribution rates applied to active
employees' monthly gross salaries, taking into account specific financial thresholds. Member institutions
have a subsidiary liability for the fulfilment of BVV's agreed pension benefits. However, we consider the
risk that this liability will be invoked as remote. Given that BVV membership is governed by several
Works Council Agreements, membership termination is subject to certain conditions. Deutsche Börse
Group considers BVV pension obligations as multi-employer defined benefit pension plans. However, we
currently lack information regarding the allocation of BVV assets to individual member institutions and
the respective beneficiaries. Moreover, we do not know Deutsche Börse Group's actual share in BVV's
total obligations. This plan is therefore shown in the Group's financial reporting as a defined contribution
plan. On the basis of current information published by BVV there is no shortfall that could affect the
future contributions payable by the Group.
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
Since the allocation of assets to member institutions and beneficiaries is not possible, this pension plan
can also be presented only as a defined contribution plan.
During the reporting period, the costs associated with defined contribution plans, and designated multi-
employer plans, amounted to €47.0 million (2019: €42.8 million). In 2021, Deutsche Börse Group
expects to make contributions to multi-employer plans amounting to around €10.6 million.
Composition of other current liabilities
Other long-term employee benefits
Pensions obligations (IHK)
Jubilee
Total
31 Dec 2020
Multi-employer plans
Additions/
Deutsche Börse Group | Annual report 2020
Management report
%
25.38
27.92
33.31
25.90
0.0
Dividend yield
Exercise price
%
€
2.08
2.08
0
2.08
0
2.08
0
2.08
0
1) The number of stock options, settlement obligation, and short-term provision of the 2016 tranche includes the unsettled shares of the 2015 tranche.
2) Given that the 2020 SBP tranche stock options for senior executives will not be granted until the 2021 financial year, the number of shares applicable as at the
reporting date may be adjusted during the 2021 financial year.
The valuation model does not take into account hurdle rates. The volatilities applied correspond to the
market volatilities of comparable options with comparable maturities.
Valuation of SBP shares
Tranche
Balance at
31 Dec 2020
Number
Volatility of Deutsche Börse AG shares
-0.75
-0.75
-0.75
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Valuation parameters for SBP shares
<3
Tranche
Term to
20202)
31.03.2024
Tranche
2019
Tranche
2018
Executive and Supervisory Boards
Tranche
2017
2016¹)
31.03.2023
28.02.2022
28.02.2021
31.03.2020
Risk-free interest rate
%
- 0.77
-0.77
Tranche
(disposals)
14.7
2019
6.8
0.9
5.9
2017
49,762
139.25
139.25
134,89 137,49
6.6
0.7
5.9
2018
56,490
139.25
139.25 132,34 137,49
7.6
0.8
6.8
2019
137.49
49,363
139.25
49,096
obligation
31 Dec 2020
31 Dec 2020
Number
€
€
€
€m
€m
€m
2015
1,626
139.25
139.25
0.00
0.2
0.2
0.0
2016
139.25
139.25
139.25
129,84 137,49
<3
Balance at
31 Dec
2019
Additions/ Additions/ Additions/
(disposals)
Tranche
2015
Change in number of LSI and RSU shares allocated
Additions/ Additions/ Additions/
(disposals)
(disposals) (disposals)
Fully
Tranche
2016
(disposals)
Tranche
2017
settled
Tranche
Tranche
2018
2019
To other
senior
executives
31 Dec
244,904
Notes | Notes on the consolidated statement of financial position
Further information
Financial statements
Management report
Executive and Supervisory Boards
6.6
1.6
5.0
2020
40,899
139.25
139.25 120,30 137,49
5.5
0.0
31 Dec 2020
5.5
247,236
33.3
4.2
29.1
Provisions amounting to € 33.3 million were recognised as at 31 December 2020 (31 December 2019:
€ 33.1 million). The total expense for LSI stock options in the reporting period amounted to
€ 5.9 million (31 December 2019: € 10.9 million).
245
Deutsche Börse Group | Annual report 2020
Total
Non-current
provision as at
(disposals)
Settlement
275
- 1,326
8,187
16,412
- 1,533
38,225
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to
provide share-based remuneration in line with regulatory requirements. This programme was extended
in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans.
Long-term Sustainable Instrument (LSI)
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled in
cash and half in phantom shares of Deutsche Börse AG (LSI shares). All tranches will be settled in cash.
A portion of the variable remuneration is paid in the subsequent year and another portion over a further
period of three or four years. Moreover, a portion of the variable remuneration shall be converted into
RSU, subject to a three-year retention period after grant and a one-year waiting period (RSU shares).
Deutsche Börse Group thus measures the LSI shares as cash-settled share-based payment transactions.
The options are measured using an option pricing model (fair value measurement). Any right to payment
of a stock bonus only vests after the expiration of the one-year service period on which the plan is
based, taking certain waiting periods into account.
The number of LSI and RSU shares for the 2015 to 2019 2019 tranches is calculated by dividing the
proportionate LSI or RSU bonus, respectively, for the year in question by the average closing price of
Deutsche Börse AG shares in the last month of a financial year. The number of LSI and RSU shares for
the 2020 tranche is based on the closing auction price of Deutsche Börse shares as at the disbursement
date of the cash component of the 2020 tranche in 2021, or on the closing price as at the following
trading day on the Frankfurt Stock Exchange. This results in individual LSI tranches for the LSI bonus,
which have maturities of between one and five years. The RSU bonus is used as a basis for another
four-year tranche. Payment of each tranche is made after a waiting period of one year. Neither
remuneration system stipulates any condition of service. Following the expiry of the waiting period, both
the LSI and the RSU shares of the 2015 to 2019 tranches are measured on the basis of the average
closing price of Deutsche Börse AG shares in the last month preceding the end of the waiting period.
The LSI and RSU shares of the 2020 tranche are measured at the closing auction price as at the first
trading day in February of the year in which the holding period ends.
244
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Restricted Stock Units (RSU)
352
620
48,062
Total
Tranche
Current
provision as at
Tranche
2016
Tranche
Tranche
2017
2018
2019
Tranche
2020
<3
To other
senior
executives
352
275
- 1,326
8,187
Fully
settled
cash
options
- 16,412
Options
forfeited
Balance at
31 Dec 2020
- 1,533
38,225
620
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are
settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based
payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking a three-year retention period and a one-year waiting
period into account.
48,062
The company uses an adjusted Black-Scholes model (Merton model) to calculate the fair value of the
LSI and RSU stock options.
€
I do 4
%
2.08
0
2.08
0
0 to 2,08
0 to 2,08
0 to 2,08
0
Exercise price
0 to 2,08
0
Valuation of LSI and RSU shares
Deutsche
Balance as at
31 Dec 2020
Börse AG
share price as
at
Intrinsic value/
Fair value/
option as at
Evaluation of the LSI and the RSU
31 Dec 2020
option as at
31 Dec 2020
The valuation model does not take into account hurdle rates. The volatilities applied correspond to the
market volatilities of comparable options with comparable maturities.
Dividend yield
Tranche
- 0,73
36,25
Term to
shares
%
Tranche 2020
31.12.2020 to
31.12.2024
- 0,77 to
- 0,64
%
Deutsche Börse AG
23,49 to
36,25
Tranche 2019
31.12.2019 to
31.12.2023
- 0,77 to
- 0,68
23,90 to
36,25
Valuation parameters for LSI and RSU shares
Tranche 2018
31.12.2018 to
31.12.2022
Volatility of
Tranche 2016
31.12.2018 to
31.12.2020
-0.75
- 0,75 to
- 0,75 to
- 0,73
28,69 to
36,25
Tranche 2017
31.12.2018 to
31.12.2021
- 0,77 to
- 0,73
24,13 to
36,25
Risk-free interest
rate
Tranche 2015
31.12.2016 to
31.12.2020
1,063.2
2019
2020
2019
€m
Euro zone
2,047.8
Rest of Europe
1,718.1
4,721
176.1
4,008.7
4,043.4
5,042
2020
€m
172.8
Non-current assets 3³)4)
2019
255
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
999.2
Financial statements
Notes | Other disclosures
Further information
€m
Information on geographical regions
Sales revenue¹)
Investments²)
Number of employees
2020
€m
2019
€m
2020
€m
<3
15.4
Total of all regions
1,241.0
- 64.7
3,519.3
3,117.3
- 63.1
3,054.2
195.4
184.7
31.7
6,343.0 5,550.9
22.5
312
Group
283
6,775
195.4
184.7
6,343.0
As described above, the analysis of sales is based on the direct customer's billing address. This means
e.g. that sales to an American investor trading a product with an Asian underlying via a European
clearing member are classified as European sales.
5,550.9
7,238
7,238
3.7
Consolidation of internal net revenue
0.1
455.1
1,449
1,360
America
289.1
231.5
6.5
3,584.0
4.8
1,029.9
435
411
Asia-Pacific
183.9
168.5
0.7
1,061.6
Sales revenue is allocated to the individual regions according to the customer's domicile, while
investments and non-current assets are allocated according to the company's domicile and employees
according to their location.
46.9
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 decisive whether sales revenue is generated
from German or non-German participants.
55.0
497.5
59.0
115.2
49.0
72.8
2020
248.1
- 123.8
124.1
2019
190.2
2020
458.0
3,213.8
- 101.0 1,368.7
- 1,264.4
89.2
39.8
50.0
1,869.4
58.0
1,678.3
2019
2,936.0
57.2
- 110.3
- 343.4
Operating costs (€m)
6,775
EBITDA (€m)
EBITDA margin (%)
Depreciation, amortisation and
Clearstream
(post-trading)
- 117.5
IFS (investment fund
services)
Group
2020
827.2
2019
842.7
2020
232.8
2019
183.1
- 367.3
Qontigo (index and
analytics business)
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 designated the following regional segments: the eurozone, the rest of Europe,
America and Asia-Pacific.
- 72.5
- 28.5
8.1
7.0
195.4
184.7
Employees (as at 31 December)
2,136
2,016
22.1
911
585
608
7,238
6,775
1) Excluding investments from business combinations.
Sales revenue is presented separately by external sales revenue and internal (inter-segment) sales
revenue. Inter-segment services are charged on the basis of measured quantities or at fixed prices,
e.g. the provision of data by the Eurex (financial derivatives) segment to the Data segment. For an
overview of intercompany revenes, see note 4. Services between the segments are charged on the basis
of assessed quantities or at fixed prices.
-
887
- 67.5
27.5
68.4
- 19.2
- 28.3
- 12.5
- 264.3
- 226.2
impairment losses (€m)
EBIT (€m)
61.0
385.5
86.7
53.6
95.8
76.7
1,605.1
1,452.1
Capital expenditure" (€m)
430.0
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2020: €732.1 million, 2019: €704.2 million) and Germany (2020:
€910.9 million, 2019: €769.6 million)
0
3) Including countries in which more than 10 per cent of assets are held: Germany (2020: €3,648.1 million, 2019: €3,634.1 million), Switzerland (2020:
€1,210.1 million, 2019: €427.2 million) and United States (2020: €1,061.6 million, 2019: €1,029.9 million).
Automated Securities Fails
Clearstream (post-trading)
Clearstream (GSF)
267.7
231.7
n/A5)
n/A5)
427.3")
288.87)
560.6
316.6
Financing
ASLplus securities lending
Clearstream (GSF)
47,964.3
58,008.6
Technical overdraft facilities
Loans for settling securities
transactions
0
0
Eurex (financial derivatives)
7.0
4.2
0
0
Fund assets
Group
Group
48,659.3
14.94)
0
37.1
28.4
0
0
49,250.3
40,131.0
14.04)
58,529.1
51,895.4
52,456.0
58,228.6
58,545.2
Amount at
31 Dec 2020
€m
59,382.5
Amount at
31 Dec 2019
€m
65,198.2
Other financial instruments
Collateral
Other loans
0.3
0.3
0
0
Other assets
Group
Net revenue (€m)
Group
0
<3
104,661.2
Total
104,661.2
105,145.6
59,382.5
65,198.2
257
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
105,145.6
Management report
Notes Other disclosures
Further information
Carrying amounts -
maximum risk exposure
Segment
Amount at
31 Dec 2020
€m
Amount at
31 Dec 2019
€m
Balance brought forward
Financial statements
0
1,266.9
1,186.3
Amount at
31 Dec 2020
€m
4
Amount at
31 Dec 2019
€m
Collateralised cash investments
Reverse repo transactions
31 Dec 2019
€m
Eurex (financial derivatives)¹)
Clearstream (post-trading)
91.2
6,176.7
6,394.3
6,751.6
6,485.5
580.52)
6,346.03)
6,926.5
100.82)
6,552.23)
6,653.0
574.9
Uncollateralised cash investments
Amount at
Collateral
4) These include intangible assets, property, plant and equipment, and investments in associates and joint ventures.
23. Financial risk management
Deutsche Börse Group presents the qualitative disclosures required by IFRS 7, such as the type and
extent of risks from financial instruments, as well as the goals, strategies and processes for risk
management, in detail in the combined management report (see explanations in the risk report).
Financial risks arise at Deutsche Börse Group mainly in the form of credit risk. To a smaller extent, the
Group is exposed to market risk. Financial risks are quantified using the economic capital concept
(please refer to the risk report for detailed disclosures). Required economic capital is assessed on a
99.98 per cent confidence level for a one-year holding period. It is compared with the Group's liable
equity capital adjusted for intangible assets so as to test the Group's ability to absorb extreme and
unexpected losses. Required economic capital (REC) for financial risk is calculated at the end of each
month and amounted to €764.0 million as at 31 December 2020, whereby €657.0 million stems from
credit risk and €107.0 million stems from market 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.
256
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Amount at
31 Dec 2020
€m
Management report
Notes Other disclosures
Further information
Credit risk
Credit risk of financial instruments
Carrying amounts -
maximum risk exposure
Segment
<3
Financial statements
2) Excluding goodwill and right-of-use assets from leasing.
Money market lendings -
central banks
31,711.6
437.2
0
0
Balances on nostro accounts and
other bank deposits
Clearstream (post-trading)
2,252.4
1,604.5
148.3
0
Group
3,603.7
748.7
0
0
Securities
Clearstream (post-trading)
0
Eurex (financial derivatives)
Clearstream (post-trading)
о
26,038.8
0
0
Clearstream (post-trading)
Group
6,291.8
5,998.6
0
0
0
3,989.7
0
0
Money market lendings -
other counterparties
Eurex (financial derivatives)
187.5
0
3,809.7
<3
Additions
Further information
- 1,919.7
- 14,630.0
1,037.7
- 38,188.8
2,506.7
31 Dec 2019
€m
29,988.7
888.1
890.0
15,381.6
- 1,339.7
- 14,225.4
317.9
- 29,755.8
2,145.5
16,225.1
38,420.1
1,467.3
95.0
€m
31 Dec 2020
- 1.0
6.3
8.0
143.6
52.5
Reconciliation to cash and cash equivalents
-
252
to the extent
Reconciliation to cash and cash equivalents
Restricted bank balances
Other cash and bank balances
Net position of financial instruments held by central counterparties
Current financial instruments measured at amortised cost
less financial instruments with an original maturity exceeding 3 months
Current financial liabilities measured at amortised cost
less financial instruments with an original maturity exceeding 3 months
Current liabilities from cash deposits by market participants
Cash and cash equivalents
Cash and cash equivalents at Deutsche Börse Group comprise cash and bank balances
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.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
2,283.2
€m
278.1
- 42.6
13.2
0
123.0
0
Leasing
liabilities
0
8.4
2,286.2
380.1
0
- 47.4
0
2.9
3.0
0
Bonds issued
€m
21. Earnings per share
Notes Other disclosures
Further information
Changes in liabilitites arising from financing activitities
Balance as at 1 Jan 2019
Lease payments (IFRS 16)
Acquisition from business combinations
Additions
<3
Exchange rate differences
Balance as at 31 Dec 2019
Lease payments (IFRS 16)
Acquisition from business combinations
Repayments
xchange rate differences
Other
Balance as at 31 Dec 2020
Other
26.3
2.6
26.4
31 Dec 2019
€m
€m
415.1
210.6
42.8
50.6
31 Dec 2020
30.5
29.9
27.7
9.1
8.3
6.7
4.2
3.0
21.5
3.3
<3
Miscellaneous
15.3
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Notes on the consolidated statement of financial position
Further information
Composition of other current liabilities
Total
Liabilities from CCP positions
Contract liability
Vacation entitlements, flexitime and overtime credits
Social security liabilities
Liabilities to employees
Liabilities to supervisory bodies
Special payments and bonuses
Deferred income
Tax liabilities (excluding income taxes)
948.2
1.4
0.4
€m
- 16.0
Reversal of discount and transaction costs from long-term financing
8.9
3.0
Equity method measurement
- 17.2
€m
39.5
3.9
Subsequent measurement of derivatives
Contract liabilities
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
Total
2.1
1.8
101.5
Impairment of financial instruments
0
Subsequent measurement of non-derivative financial instruments
2020
2.9
5.8
3.8
544.7
332.9
251
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
2019
Management report
Notes Other disclosures
Further information
Other disclosures
20. Notes on the consolidated cash flow statement
Composition of other non-cash income
<3
4
Financial statements
Segment reporting (part 2)
73.3
-0.7
683.4
127.0
119.4
47.6
34.4
258.7
181.6
68.0
42.0
41.3
47.0
37.4
66.0
55.0
Depreciation, amortisation and
738.8
67.0
EBITDA margin (%)
EBITDA (Єm)
151.5
2019
2020
2019
289.3
101.5
92.1
391.7
impairment losses (€m)
329.3
373.1
- 330.9
174.3
169.6
- 53.9
- 57.7
- 158.8
Operating costs (€m)
- 55.3
EBIT (Єm)
683.5
15.3
21.6
Employees (as at 31 December)
1,661
1,437
934
829
6.0
272
739
738
254
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes | Other disclosures
260
2020
8.6
21.4
- 55.8
627.6
- 35.6
- 31.4
- 20.4
- 19.3
- 23.7
- 20.5
28.6
91.4
27.2
15.1
235.0
161.1
Capital expenditure¹ (€m)
46.1
38.4
88.0
2019
2020
302.2
2019
1,009.3
31 Dec 2020
€
0
0
440
126.10
Number of
potentially
€
dilutive
31 Dec 2020
0
1) Volume-weighted average price of Deutsche Börse AG shares on Xetra calculated on a daily basis for the period 1 January to 31 December 2020.
2) This relates to share subscription rights within the scope of the Long-term Sustainability Instrument (LSI) for senior executives. The quantity of subscription rights
under the 2014 LSI tranche may still change from the quantity reported as at the reporting date, since subscription rights will only be granted in future financial
years.
253
Executive and Supervisory Boards
Management report
ordinary shares
Financial statements
€
Average price
for the period"
0
0
5.5
0.7
2,637.0
408.7
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (net income) by the weighted average number of shares outstanding.
to IAS 33
In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be
acquired under the share-based payment programmes (see also note 17) were added to the average
number of shares. In order to calculate the number of potentially dilutive ordinary shares, the exercise
prices were adjusted for the fair value of the services still to be provided.
-
Calculation of the number of potentially dilutive ordinary shares
Tranche
20142)
Total
Exercise price
Adjustment of
the exercise
price according
Average number
of outstanding
options
In order to determine diluted earnings per share, the 2014 Long-term Sustainable Instrument (LSI)
tranche, for which cash settlement has not been resolved, is assumed to be settled with equity
instruments regardless of actual accounting in accordance with IFRS 2. The following potentially
dilutive rights to purchase shares were outstanding as at 31 December 2020:
-602.9
Notes Other disclosures
<3
5.89
1003.9
5.47
Earnings per share (diluted) (€)
5.89
5.47
As in the previous year, there were no subscription rights for Deutsche Börse AG shares in 2020 that
were excluded from the calculation of the weighted average of potentially dilutive shares for having a
dilutive effect during the reporting year ending on the reporting date.
22. Segment reporting
1,079.9
Deutsche Börse divides its business into seven segments: This structure serves as a basis for the Group's
internal management and financial reporting (see the table entitled “Internal organisational and reporting
structure" for details).
Eurex (financial
derivatives)
EEX (commodities)
360T (foreign
exchange)
Xetra (cash equities)
2020
Net revenue (€m)
1,110.3
Segment reporting (part 1)
Further information
Net profit for the period attributable to Deutsche Börse AG shareholders (€m)
Earnings per share (basic) (€)
183,452,436
As the volume-weighted average share price calculated on a daily basis was higher than the adjusted
exercise price for the 2014 tranche, these stock options are considered to be dilutive under IAS 33 as at
31 December 2020.
Calculation of earnings per share (basic and diluted)
2020
2019
Number of shares outstanding at beginning of period
183,429,035
183,347,045
183,384,448
Number of shares outstanding at end of period
183,429,035
Weighted average number of shares outstanding
183,452,436
183,381,196
Number of potentially dilutive ordinary shares
3,252
Weighted average number of shares used to compute diluted earnings per share
183,521,257
23.7
Deutsche Börse Group | Annual report 2020
0
1.3%
5.4%
81.9%
100%
Trade receivables
33.0
13.3
5.9
3.2
15.0
7.9
1.8
80.1
Loss allowance
0
0
0
0.1
0.8
0.1%
0.0%
0.1%
Expected loss rate
<360
>360
days past
days past
Insol-
due
due
due
due
6.5
due
Total
€m
€m
€m
€m
€m
€m
€m
€m
vent
<120
days past
1.8
Loss allowances for trade receivables as at 31 December 2019
100%
24.6
13.4
5.8
4.4
19.9
5.7
1.3
75.1
0
0
0
0.1
1.1
4.7
1.3
7.1
260
0
81.9%
5.4%
1.2%
0.1%
Expected loss rate
Trade receivables
Loss allowance
<60
<30 days days past
past due
€m
due
€m
<90
days past
due
€m
<120
days past
due
€m
9.2
<360
days past
due
Insol-
due
vent
Total
€m
€m
€m
0.1%
0.0%
>360
days past
<90
days past
€m
<30 days
past due
7.6
0.4
0
0
1,521.0
591.9
0
0
Financial instruments
held by central counterparties
Derivatives
62,467.38)
52,889.48)
79,747.69)
66,680.99)
8.4
1.4
0
0
Group
Other financial assets at fair value
0
0
<60
days past
Trade receivables
Group
625.8
454.4
0
0
Other receivables
Clearstream (post-trading)
Total
147.2
0
0
Eurex (financial derivatives)
697.0
0
0
Group
27.8
21,6
43.1
168,657.9
48.4
139,130.1
The fair value of securities received under reverse repurchase agreements was €6,926.6 million
(2019: €6,653.0 million). Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the
eligible securities received to their central banks in order to make use of the central banks' monetary
policy instruments.
As of 31 December 2020 Clearstream Banking S.A. had pledged securities from the Clearstream
investment portfolio valued at €168.2 million to central banks as collateral for credit lines from the
central banks. In the reporting period all of these securities stem from Clearstream investment portfolio
(in 2019 €202.7 million relates to Clearstream's investment portfolio and €274.0 million relate to
reverse repo agreements).
As at 31 December 2020, Eurex Clearing AG had pledged no securities to central banks.
Loans for settling securities transactions
Clearstream (post-trading) grants customers intraday technical overdraft facilities to maximise settlement
efficiency. These settlement facilities are subject to internal credit review procedures. They are revocable
at the discretion of the Clearstream subgroup and are in general fully secured. As of 31 December 2020
they came to €106.2 billion (2019: €115.5 billion). Of the total, €5.5 billion (2019: €3.4 billion) is
unsecured and only relates to credit lines granted to selected central banks and multilateral development
banks in compliance with the CSDR exemption as per article 23 of Commission Delegated Regulation
(EU) 2017/390. Actual outstandings at the end of each business day generally represent a small
fraction of the facilities and amounted to €267.7 million as at 31 December 2020 (2019:
€231.7 million); see note 12.
Clearstream (collateral management) also guarantees the risk resulting from the Automated Securities
Fails Financing programme it offers to its customers, where Clearstream Banking S.A. acts as an
intermediary between borrower and lender. This risk is secured. As of 31 December 2020 the
guarantees under this programme amounted to €427.3 million (2019: €288.8 million). Collateral
received by Clearstream Banking S.A. in connection with these loans amounted to €560.6 million
(2019: €316.6 million).
Under the ASLplus securities lending programme, Clearstream Banking S.A. had securities borrowings
from various counterparties totalling €47,964.3 million as at 31 December 2020 (2019:
€58,008.6 million). These securities were fully lent to other counterparties. Collateral received by
Clearstream Banking S.A. in connection with these loans amounted to €51,895.4 million (2019:
€58,228.6 million). This collateral was pledged to the lender, whilst Clearstream Banking S.A. remains
its legal owner.
In 2019 and 2020, no losses from credit transactions occurred in relation to any of the transaction types
described.
259
Unsecured cash investments are permitted only with counterparties with impeccable credit ratings within
the framework of defined counterparty credit limits. Counterparty credit risk is monitored on the basis of
an internal rating system.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Notes Other disclosures
Further information
Financial instruments of the central counterparties
<3
To safeguard the Group's central counterparties 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 the respective clearing house. Additional
safety mechanisms of the Group's central counterparties are described in detail in the risk report.
Trade 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. Trade receivables
are analysed using an expected credit loss model based on the simplified approach as outlined in
IFRS 9. To measure the expected credit loss, trade receivables and contract assets have been grouped
based on the days past due. The trade receivables share the main risk characteristics. The expected loss
amount has been determined by applying the lifetime expected loss approach. The expected loss rates
are based on the payment profiles over a period of five years and the loss profile experienced over that
period. As of 31 December 2020 there were no contract assets (2019: nil).
158,628.3
Loss allowances for trade receivables as at 31 December 2020
Management report
According to the treasury policy, eligible collateral mainly consists of highly liquid financial instruments
with a minimum rating of AA- (Standard & Poor's/Fitch) or Aa3 (Moody's) issued or guaranteed by
governments or supranational institutions.
Financial statements
Further information
1) Presented in the items "restricted bank balances" and "other cash and bank balances".
131,879.1
2) Thereof none pledged to central banks (2019: nil).
<3
3) Thereof none pledged to central banks (2019: €274.0 million).
4) The amount includes collateral totalling €5.1 million (2019: €5.1 million)
6) Off-balance-sheet items
7) Meets the IFRS 9 criteria for a financial guarantee contract
8) Net value of all margin requirements resulting from executed trades at the reporting date as well as default fund requirements: this figure represents the risk-
oriented view of Eurex Clearing AG and European Commodity Clearing AG, whilst the carrying amount of the "financial instruments held by central counterparties"
item in the balance sheet shows the gross amount of the open trades according to IAS 32.
9) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements
5) 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.
Deutsche Börse Group is exposed to credit risk in connection with the investment of cash funds.
Clearstream receives cash deposits from its customers in various currencies, and invests these cash
deposits in money market instruments. Eurex Clearing AG receives cash collateral mainly in its clearing
currencies EUR and CHF.
The Group mitigates such risks by investing short-term funds either - to the extent possible - on a
secured basis, e.g. via reverse repurchase agreements, or by depositing them with central banks.
258
Deutsche Börse Group | Annual report 2020
Notes Other disclosures
Executive and Supervisory Boards
Financial statements
Cash investments
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Further information
Notes | Other disclosures
<3
In the 2020 financial year, the employee representatives on Deutsche Börse AG's Supervisory Board
received remuneration (excluding Supervisory Board remuneration) amounting to €0.8 million
(2019: €1.1 million). The total consists of the fixed and variable salary components for those employee
representatives.
Business relationships with related parties and key management personnel
Transactions with related parties
269
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2020 financial year. All transactions took
place on standard market terms.
Amount of the
The aggregate remuneration paid to members of the Supervisory Board in the reporting year was
€2.5 million (2019: €2.4 million).
Executive Board
Expenses of €0.7 million were recognised in connection with the termination of Executive Board
appointments.
Termination benefits
The remuneration paid to former members of the Executive Board or their surviving dependants
amounted to €8.3 million in 2020 (2019: €9.7 million). The actuarial present value of the pension
obligations was €86.0 million as at 31 December 2020 (2019: €84.8 million).
Former members of the Executive Board or their surviving dependants
The actuarial present value of the pension obligations to Executive Board members was €18.4 million as
at 31 December 2020 (2019: €15.6 million). Expenses of €3.2 million (2019: €2.2 million) were
recognised as additions to pension provisions.
In 2020, the fixed and variable remuneration of the members of the Executive Board, including non-
cash benefits granted in the financial year, amounted to €19.4 million (2019: €19.5 million). During
the year under review, expenses of €11.3 million (2019: €6.9 million) were recognised in connection
with share-based payments to Executive Board members.
The remuneration of the individual members of the Executive and Supervisory Boards is presented in the
remuneration report.
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG and
their close family members, as well as the companies classified as associates of Deutsche Börse AG,
investors and investees, and companies that are controlled or significantly influenced by members of the
executive bodies.
26. Related party disclosures
On 3 December 2020, the Executive and Supervisory Boards issued the latest version of the declaration
of compliance 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 the
corporate governance statement).
<3
transactions:
25. Corporate governance
Further information
Supervisory Board
Amount of the
transactions:
31 Dec 2020
€m
expenses
- 29.4
Notes | Other disclosures
14.3
18.6
transactions
business
Total sum of
-2.2
-2.2
€m
31 Dec 2019
€m
2.3
1.9
- 20.7
- 29.4
14.3
18.6
Associates
€m
31 Dec 2019
31 Dec 2020
2019
€m
2020
€m
€m
€m
2019
2020
Outstanding balances: liabilities
Outstanding balances:
receivables
revenue
Financial statements
75.9
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
0
Total derivatives and hedges
Derivatives held for trading
Fair value hedges
Cash flow hedges
Cash outflow - derivatives and hedges
0
0
2,172.2
828.2
Derivatives held for trading
0
0
0
- 16.0
0
Fair value hedges
0
0
80.3
16.0
Cash flow hedges
0 - 83,535.7
- 1,057.7
- 4,176.5
- 6,920.1
- 11,220.4 -60,161.0
82,645.7
0
- 20.7
0
Management report
- 79.3
0
268
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A
process has been developed to recognise and evaluate these risks, which are initially recognised based
on their probability of occurrence. These risks are then measured on the basis of their expected value. A
tax liability is recognised in the event that it is more probable than not that the risks will occur. Deutsche
Börse Group continuously reviews whether the conditions for recognising corresponding tax liabilities are
met.
Tax risks
Deutsche Börse Group presents further details of litigation risks in the combined management report
(see explanations in the risk report).
Deutsche Börse Group recognises provisions for the possible incurrence of losses only if there is a
present obligation arising from a past event that is likely to result in an outflow of resources and if the
Group can reliably estimate the amount of the obligation (see also note 17). Contingent liabilities may
result from present obligations and from possible obligations arising from events in the past. In order to
identify the litigation for which the possibility of incurring a loss is more than unlikely, as well as how
the possible loss is estimated, Deutsche Börse Group considers a large number 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 (to the extent that they
already taken place) as well as expert opinions and evaluations of legal advisers. In principle, losses can
arise from legal risks of which the occurrence is not very probable and for which reason no provisions
have been recognised. However, since there is some probability of their occurrence, they are presented
as contingent liabilities. As a reliable estimate of these contingent liabilities cannot be made either for
the time of occurrence or for possible outflows, a statement of the amount would not be representative
for potential future losses. For this reason, the contingent liabilities are not disclosed in terms of amount.
However, it is also possible that no reliable estimate for a specific litigation could be determined before
the approval of the consolidated financial statements, and that - as a result - no provisions are
recognised. The companies of Deutsche Börse Group are subject to litigation; as the outcome of litigation
is usually uncertain, the judgement is reviewed continuously.
The companies of Deutsche Börse Group are exposed to litigation. Such litigation may result in
payments by entities in 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. The management of the entity affected must judge
whether the possible obligation results from a past event, as well as evaluate the probability of a cash
outflow and estimate its amount. As the outcome of litigation is usually uncertain, the judgement is
reviewed continuously.
<3
Legal risks
24. Financial liabilities and other risks
Further information
Notes Other disclosures
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
0
267
0
2.2
- 889.9
- 1.4
0
0
- 2,171.0
- 75.7
- 829.6
0
0
0
0
0
0
1.9
Foreign-exchange rate risk
-2.2
<3
To refinance its existing indebtedness Deutsche Börse AG issued debt securities with a nominal volume
of €600.0 million in June 2020. This enabled the company to refinance its outstanding hybrid loan of
€600 million, which was called and redeemed in full in November 2020. In addition, Clearstream
Banking AG issued a five-year senior preferred loan with a nominal volume of €350.0 million in
November 2020 as part of the CSDR, in order to increase its qualifying liquid funds. The net proceeds of
the loan will be reinvested in line with the financial risk policy in secure assets, to minimise credit and
market risks. For further details of the outstanding bonds issued by Deutsche Börse Group, see the “Net
assets" section in the combined management report.
Cash received as deposits from market participants is invested mainly via short-term reverse repos and
in the form of overnight deposits at central banks, limiting the risk of a negative impact due to a changed
interest rate environment. Negative interest rates resulting from reinvestments of these cash deposits are
passed on to the respective Clearstream (post-trading) customers after applying an additional margin.
For Eurex Clearing AG, interest rates on cash collateral are in principle calculated based on a predefined
market benchmark rate per currency after deducting an additional spread per currency. In exceptional
cases such as market disruption, Eurex Clearing AG reserves the right to calculate interest rates on cash
collateral based on the realised interest rate.
Group entities may furthermore invest their own capital and part of customer cash balances in high-
quality liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which leads to a
comparably low interest rate risk for the Group.
The risk arising from interest-earning assets and interest-bearing liabilities is monitored on each business
day and limited by using a system which includes mismatch limits in combination with interest rate risk
limits and stop-loss limits. The interest rate risk limits determine the acceptable maximum loss caused
by a hypothetical adverse yield curve shift. The stop-loss limits define the fair value of a portfolio
triggering an ad hoc review and risk-reducing actions.
Interest rate swaps as well as swaptions might be used to hedge interest rate risks. As of the reporting
date, there are no hedging relationships with regards to interest rate risk in place.
1,057.7
Measuring and managing foreign-exchange risk is important for reducing Deutsche Börse Group's
exposure to exchange rate movements. The three main types of foreign-exchange risk that Deutsche
Börse Group is exposed to are cash flow-, translation- and transaction-related foreign-exchange risk.
Cash flow risk reflects the risk of fluctuations in Deutsche Börse Group's present value of future
operating cash flows from foreign-exchange movements. Translation risk comprises effects from the
valuation of the Group's assets and liabilities in foreign currencies. Finally, transaction risk is closely
related to cash flow risk; it may arise through changes in the structure of Deutsche Börse Group's asset
and liabilities in foreign currencies.
The Group operates internationally and is, to a limited extent, exposed to foreign-exchange risk, primarily
in US$, CHF, £ and CZK. Exchange rate fluctuations may affect the Group's profit margins and the value
of assets and liabilities denominated in a currency that is not the functional currency of the relevant
Group entity. Respective currency risks arise mainly from operating income and expenses denominated
in a currency other than the functional currency, inter alia from that portion of the Clearstream (post-
trading) segment's sales revenue and treasury result from banking business that is directly or indirectly
in US$. The Clearstream (post-trading) segment generated 14 per cent of its revenue and treasury result
from banking business directly or indirectly in US$ (2019: 20 per cent).
263
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
<3
Currency mismatches are avoided to the maximum extent possible. All types of foreign-exchange risks
are measured on a regular basis and monitored on a Group as well as single entity level. Limits are
defined for cash flow and translation risk. Deutsche Börse Group's treasury policy defines risk limits
which take into account historic foreign-exchange rate fluctuations. Any exposure exceeding those limits
must be hedged. Foreign-exchange exposures below the defined limits may also be hedged.
Management of foreign-exchange risks is in principle based on the Group level. Hedging may take place
on a single entity level if foreign-exchange risk threatens the viability of the single entity.
To eliminate foreign-exchange risks, Deutsche Börse Group uses financial instruments to hedge existing
or highly probable forecast transactions. The Group may use foreign-exchange forwards, foreign-
exchange options as well as cross-currency swaps to hedge the exposure to foreign-exchange risk. Under
the Group's policy, the critical terms of forwards and options must align with the hedged items.
In 2020, Deutsche Börse AG entered into FX derivative contracts to hedge the foreign currency exposure
associated to transaction risk. Hereby, the cash flow risk arising from the time gap between signing the
contracts and the actual payment out of the transaction was hedged. Cash flow hedge accounting was
applied to this hedging.
In addition, for Clearstream (post-trading), the policy stipulates that intraperiod open net foreign-
exchange positions are closed out when they exceed €15.0 million. This policy was complied with as in
the previous year; as at 31 December 2020, there were no significant net foreign-exchange positions
(2019: nil).
Other market risks
Market risk also arises from investments in bonds, investments in funds, futures within the framework of
contractual trust arrangements (CTAS) and from the Clearstream Pension Fund in Luxembourg. For the
CTAs, the investment is protected by a pre-defined floor, which reduces the risk of extreme losses for
Deutsche Börse Group. In addition, there are equity price risks arising from strategic equity investments.
Liquidity risk
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as
commercial paper, issued bonds as well as bilateral and syndicated credit facilities. In addition,
financing required 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 and Clearstream may invest stable customer balances for a maximum of one year in
secured money market products, or in high-quality securities with a remaining maturity of less than ten
years for Clearstream and less than five years for Eurex Clearing, subject to strict monitoring of mismatch
and interest rate limits. There is an exception for UK gilts which may have a remaining term to maturity
of up to 30 years. Term investments can be transacted via reverse repurchase agreements against highly
liquid collateral that can be deposited with the central bank and used as a liquidity buffer if required.
Eurex Clearing AG remains almost perfectly matched with respect to the durations of customer cash
margins received and respective investments.
264
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Further information
Notes Other disclosures
Financial statements
Management report
0
- 0.6
-0.8
- 1.4
Closing loss allowance as at 31 December 2020
0.3
0.9
8.3
9.5
261
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Financial statements
Further information
Credit risk concentrations
Deutsche Börse Group's business model and the resulting business relationships mean that, as a rule,
credit risk is concentrated on the financial services sector. Potential concentrations of credit risk are
limited by application of counterparty, group and country credit limits. Collateral and currency
concentrations are also monitored.
Management of credit risk concentration, including collateral concentration, and so-called large
exposures, is conducted in compliance with applicable regulatory requirements such as those arising
from, among others, articles 387-410 of Regulation (EU) 575/2013 (Capital Requirements Regulation,
CRR), article 47 paragraph 8 of Regulation (EU) 648/2012 (European Market Infrastructure Regulation,
EMIR) and respectively applicable national requirements (see also note 14 for an explanation of
regulatory capital requirements). Requirements of concentration risks arising from Regulation (EU)
909/2014 (Central Securities Depository Regulation, CSDR) have been implemented as part of Deutsche
Börse Group's affiliated CSDs' authorisation under article 16 CSDR.
The required economic capital (value at risk (VaR) with a 99.98 per cent confidence level) for credit risk
is calculated monthly for each day and amounted to €657.0 million as at 31 December 2020
(2019: €510.0 million).
Deutsche Börse Group also applies additional methods in order to detect credit concentration risks. It
analyses the impact of a default by its two largest counterparties with unsecured exposures and stressed
recovery parameters. In addition, analyses are carried out for the Group's top 5 and top 10
counterparties, based on the risk-weighted exosures of the individual counterparties. All the
concentration metrics have dedicated early warning thresholds and limits and are part of the quarterly
risk reporting to the Executive Board. As in the previous year, no material adverse credit concentrations
were detected in 2020.
Market risk
Axioma Inc.
In the 2020 financial year, no impairment losses (2019: nil) were recognised in profit or loss for
strategic investments that are not included in the VaR for market risk.
Interest rate risk
Changes in market interest rates may affect Deutsche Börse Group's net profit for the period attributable
to Deutsche Börse AG shareholders. This risk arises whenever interest terms of financial assets and
liabilities are different.
Interest rate sensitive assets include the Group's money market and investment portfolios, whilst interest
rate sensitive liabilities mainly consist of short-term debt instruments. Interest rate risk from long-term
liabilities of Deutsche Börse AG is mitigated through issuance of fixed-coupon bonds.
262
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
<3
2.3
Notes | Other disclosures
<3
1,250.0
1,250.0
Settlement²
US$
3,050.0
3,050.0
Settlement²
£
350.0
350.0
European Energy Exchange AG
Working capital
€
22.0
22.0
Settlement
Settlement
€
81.6
0
£
1.0
270
Furthermore, an Executive Board member of Clearstream Banking AG concurrently holds an executive
position within Deutsche Börse Commodities GmbH, Frankfurt/Main, Germany, an associate of Deutsche
The Board of Directors of LuxCSD S.A., Luxembourg, an associate from Deutsche Börse Group's
perspective, comprises two members of management of fully consolidated subsidiaries who are
maintaining a key position within these subsidiaries of Deutsche Börse Group. There are business
relationships with Clearstream Banking S.A., Luxembourg, Clearstream Services S.A., Luxembourg,
Clearstream International S.A., Luxembourg, Clearstream Banking AG, Frankfurt/Main, Germany, and
Deutsche Börse AG, Frankfurt/Main, Germany, to LuxCSD S.A. Overall, revenue of €2,276.7 thousand
as well as expenses of €1,977 thousand were recognised for such contracts during the reporting year.
European Commodity Clearing Luxembourg S. à r.I., Luxembourg, Luxembourg (ECC Luxembourg) - a
subsidiary of European Commodity Clearing AG and therefore a member of the EEX group - entered into
a managing director agreement with IDS Lux S. à r.I., Luxembourg. The subject of the agreement is to
provide a natural person for the function of managing director in the management of ECC Luxembourg.
In addition to this position as managing director of ECC Luxembourg, this person is also a member of the
key management personnel at IDS Lux S.à r.l. In the financial year 2020, ECC Luxembourg made
payments in the amount of approximately €14 thousand for these management services.
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
members of the Executive Board and the Supervisory Board as key management personnel for the
purposes of IAS 24. Key business relationships for Deutsche Börse Group are described below.
Business relationships with key management personnel
- 2.2
€
Settlement²)
750.0
750.0
The companies of Deutsche Börse Group have the following credit lines at their disposal, which were not
utilised as of the balance sheet date.
Contractually agreed credit lines
Company
Purpose of credit line
Currency
Amount at
31 Dec 2020
Amount at
31 Dec 2019
m
m
Deutsche Börse AG
Working capital¹
€
600.0
605.0
Further information
Eurex Clearing AG
€
900.0
1,170.0
Settlement
Fr.
200.0
200.0
Settlement²)
US$
300.0
300.0
Clearstream Banking S.A.
Working capital¹
€
Settlement
4,176.5
Mio. €
59,271.0
0
0
0
0
0
38,188.8
Cash deposits by market participants
through profit or loss
1.5
0
0
0
1.5
0
0
51.0
1.8
0
0
36.4
12.8
Current financial liabilities at fair value
thereof lease liabilities
14,630.0
1.7
0
219.2
409.4
13,999.7
Total non-derivative financial
liabilties (gross)
52,188.5
804.8
259.6
654.1
1,870.6
0
Derivatives held for trading
0
0
0
0
Fair value hedges
0
403.2
0
1,156.0
Cash flow hedges
Current financial liabilities measured at
amortised cost
Cash inflow derivatives and hedges
- 1,031.6
- 5,903.1
- 41,684.5 - 26,060.5 - 13,023.1
87,607.8
0
1,031.6
5,903.1
41,684.5 25,965.5 13,023.1
less financial assets and derivatives
held by central counterparties
Derivatives and financial instruments
held by central counterparties
Financial liabilites and derivatives
held by central counterparties
38,188.8
56,683.3
- 286.2
1,477.6
2,239.0
0 - 87,702.8
0
388.6
0
Over 5
years
Mio. €
years
Mio. €
Mio. €
Mio. €
Reconcili-
More than 1
year but not
more than 5
More than 3
months but
not more
than 1 year
Not more
than 3
months
Sight
Mio. €
31 Dec 2020
Contractual maturity
Maturity analysis of financial instruments (1)
In 2019, Standard & Poor's confirmed Deutsche Börse AG's AA credit rating with a stable outlook. At
year-end 2020 Deutsche Börse AG was one of only two DAXⓇ-listed companies awarded an AA rating by
S&P. Deutsche Börse AG's commercial paper programme also had the highest short-term rating of A−1+.
The AA rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating agencies
Fitch and Standard & Poor's in 2020. S&P also rated Clearstream Banking AG as AA in November
2020. For further details on the rating of Deutsche Börse Group, see the "Financial position" section in
the combined management report.
<3
Further information
Notes | Other disclosures
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
265
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 of 31 December 2020 it had
issued commercial paper with a nominal volume of €546.4 million (2019: €311.9 million).
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term
financing, involving a total facility of €2.5 billion in various currencies. At the end of the year there was
no commercial paper outstanding (2019: nil).
For refinancing purposes, Eurex Clearing AG and the Clearstream Banking S.A. can pledge eligible
securities with their respective central banks. 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$3.0 billion as at 31 December 2020 (2019: US$ 3.0 billion). Euroclear Bank
S.A./N.V. has also issued a guarantee in favour of Clearstream Banking S.A. amounting to
US$3.0 billion (2019: US$3.0 billion).
1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line.
2) Including committed foreign exchange swap lines and committed repo lines.
50.0
29.1
US$
Working capital
ation to
carrying
amount
Carrying
amount
Mio. €
Mio. €
0
0
388.6
Trade payables
value through profit or loss
0
0
0
0
0
0
0
Non-current financial liabilities at fair
357.9
0
- 36.2
169.7
0
0
thereof lease liabilities
measured at amortised cost
3,474.4
- 287.9
1,477.6
2,239.0
38.9
6.8
0
Non-current financial liabilities
Non-derivative financial liabilities
224.4
0
Cash outflow derivatives and hedges
Cash flow hedges
11.6
0
thereof lease liabilities
14,225.5
0.3
0
0
335.1
63.7
13,826.3
Current financial liabilities measured at
amortised cost
206.7
1.6
0
0
0.7
204.0
0.4
Trade payables
value through profit or loss
84.3
0
0
84.3
0
0
0
Non-current financial liabilities at fair
341.0
33.9
0
0
- 6.4
11,220.4
Cash inflow derivatives and hedges
less financial assets and derivatives
held by central counterparties
held by central counterparties
Financial liabilites and derivatives
Derivatives and financial instruments
held by central counterparties
29,755.8
46,903.0
- 236.5
1,362.2
1,542.1
381.4
272.4
43,581.4
Total non-derivative financial
liabilties (gross)
- 39.4
0
0
0
4.7
29,751.1
Cash deposits by market participants
through profit or loss
3.6
0
0
0
0
3.6
Current financial liabilities at fair value
39.1
0
227.2
153.3
0
<3
Maturity analysis of financial instruments (2)
Further information
Notes Other disclosures
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
266
0
- 2.1
- 33.4
- 237.2
0
Total derivatives and hedges
Contractual maturity
0
687.5
- 1,968.3
Derivatives held for trading
0
0
0
0
0
Fair value hedges
0
- 405.3
0
- 1,200.5
0
0
6,920.1
More than
Not more
than 3
0
thereof lease liabilities
measured at amortised cost
2,627.2
- 238.4
1,362.2
1,457.8
45.6
0
0
Non-current financial liabilities
Non-derivative financial liabilities
Mio. €
Mio. €
3 months
Carrying
amount
Reconcili-
Over 5
1 year but
not more
than 5
More than
years
Mio. €
years
Mio. €
in profit or loss during the period
Mio. €
Mio. €
31 Dec 2019
1 year
months
Sight
but not
more than
ation to
carrying
amount
Decrease in the allowance recognised
Market risk arises from changes in interest rates, foreign-exchange rates and other market prices.
Deutsche Börse Group is generally only affected to a limited extent by market risk. The required
economic capital for market risk is calculated on a monthly basis. As of 31 December 2020 the
economic capital for market price risks was €107.0 million (2019: €117.0 million).
2.7
€m
€m
€m
Total
Stage 3
Stage 1/2
Stage 1
Trade receivables
Trade receivables
Debt securities
Development of the loss allowance
Development of the loss allowance
All of the entity's debt securities measured at amortised cost are considered to have low credit risk, and
the loss allowance recognised during the period was therefore limited to twelve months' expected losses.
The Group considers “low credit risk” for listed bonds to be an investment grade credit rating granted by
an external rating agency. All Deutsche Börse Group debt securities measured at fair value through OCI
are assigned to stage 1 on initial recognition and are reviewed regularly for changes in credit risk on the
basis of their rating. The expected loss for listed debt securities from Deutsche Börse Group is
determined using the default rates provided by a rating agency.
Debt securities
In 2019, there were no significant write-offs due to customer defaults. Moreover, no significant
payments were received in 2020 for receivables which had previously been written off (2019: nil).
■ Enforcement activities are not pursued by Deutsche Börse Group due to cost-benefit analysis, or
Deutsche Börse Group has tried unsuccessfully to collect the receivable for a period of three years.
■ Insolvency proceedings have not resulted in any payment for a period of three years, and there is no
indication that any amount will be received going forward.
Insolvency proceedings are not started for want of assets.
Trade receivables are written off when there is no reasonable expectation of recovery. The following
criteria are used for the assessment of derecognition:
<3
Further information
Notes Other disclosures
Financial statements
Management report
in profit or loss during the period
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
€m
0.1
1.0
4.8
0.9
0.3
2.1
Increase in the allowance recognised
1.1
1.0
0.1
0
Increase from business combinations
7.1
6.0
1.1
0
Closing loss allowance as at 31 December 2019
0.3
- 1.0
in profit or loss during the period
5.8
Increase in the allowance recognised
0
1.8
2.4
0.6
in profit or loss during the period
Decrease in the allowance recognised
0
-0.4
-0.6
Closing loss allowance as at 1 January 2019
1) Thereof 59.98 percent direct and 3.99 percent indirect.
360TGTX Inc.
Finbird GmbH
ThreeSixty Trading Networks (India) Pte. Ltd.
New York, USA
(78.32)
Mumbai, India
Frankfurt/Main, Germany
(78.32)
Tokyo, Japan
Sydney, Australia
Frankfurt/Main, Germany
360T Asia Pacific Pte. Ltd.
Tradegate Exchange GmbH
360 Trading Networks Inc.
360 Treasury Systems AG
Börse Berlin AG¹)
(78.32)
INDEX PROXXY Ltd.
STOXX Ltd.
Qontigo Index GmbH
Axioma S.A.S.U.
Axioma Ltd.
Axioma Japan G.K.
Axioma Deutschland GmbH
(78.32)
Singapore, Singapore
360 Trading Networks Sdn Bhd
Paris, France
London, United Kingdom
Frankfurt/Main, Germany
<3
Further information
Notes | Other disclosures
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
275
(100.00)
(100.00)
(100.00)
(100.00)
Singapore, Singapore
(100.00)
(78.32)
Kuala Lumpur, Malaysia
Dubai, United Arab Emirates (UAE)
(100.00)
Axioma Asia Pte Ltd.
100.00
Frankfurt/Main, Germany
(63.97)
Berlin, Germany
63.97
Berlin, Germany
(78.32)
(78.32)
Zug, Switzerland
(78.32)
(100.00)
New York, USA
Axioma (HK) Ltd.
Axioma Argentina S.A.U.
An Executive Board member of EPEX Spot SE is concurrently the sole shareholder of PELOUPIA SASU,
which provides advisory services to EPEX SPOT SE on the basis of a service agreement. In the context of
the services provided by PELOUPIA SASU, expenses of €14.0 thousand were incurred in 2020. As at 31
December 2020, liabilities amounted to €5.0 thousand.
One Executive Board member of Deutsche Börse AG as well as one Supervisory Board member of a
fully-consolidated company of Deutsche Börse Group are members of the Supervisory Board of China
Europe International AG (CEINEX), Frankfurt/Main, Germany. This stock corporation was established as
a joint venture between Shanghai Stock Exchange Ltd., Shanghai, China; China Financial Futures
Exchange, Shanghai, China; and Deutsche Börse AG. Expenses of €64.3 thousand were incurred in
2020 from the business relationship with CEINEX.
A member of the management of Axioma Inc., New York, USA, as well as one related party to this
company which exercises control over the company Cloud9 Smart, New York, USA, maintain business
relationships with each other. In the context of the services provided by Cloud9 Smart and Axioma Inc.,
expenses of €68.5 thousand were incurred in 2020. As at 31 December 2020, liabilities amounted to
€28.6 thousand.
Selected executives of Deutsche Börse Group companies also hold a key management position within
the Clearstream Pension Fund, an “association d'épargne pension" (ASSEP) under Luxembourg law. By
means of cash contributions to this ASSEP, Clearstream International S.A., Clearstream Banking S.A., as
well as Clearstream Services S.A., fund the defined benefit plan established in favour of their
Luxembourg employees.
27. Employees
Employees
Average number of employees during the year
Employed at the reporting date
Employees (average annual FTEs)
2020
2019
6,996
6,289
7,238
6,775
6,528
5,841
Of the average number of employees during the year, 28 (2019: 26) were classified as Managing
Directors (excluding Executive Board members), 348 (2019: 318) as senior executives and 6,620
(2019: 5,945) as employees.
There was an average of 6,528 full-time equivalent (FTE) employees during the year (2019: 5,841).
Please also refer to the "Employees" section in the combined management report.
271
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
28. Decision-making bodies
<3
The members of the company's decision-making bodies are listed in the "The Executive Board"
and "The Supervisory Board" chapters of this annual report.
29. Events after the end of the reporting period
Börse Group. During the 2020 financial year, Deutsche Börse Group realised revenue of €9,374.4
thousand and incurred expenses of €25,913.2 thousand based on the business relationship with
Deutsche Börse Commodities GmbH.
Buenos Aires, Argentina
<3
Notes Other disclosures
(78.32)
London, United Kingdom
Axioma (UK) Ltd.
(78.32)
Hong Kong, Hong Kong
(78.32)
Geneva, Switzerland
(78.32)
New York, USA
78.32
Frankfurt/Main, Germany
Associates
Axioma (CH) GmbH
Axioma Inc.
Qontigo GmbH
(100.00)
Delaware, USA
Lapis Merger Sub Inc.
(100.00)
Delaware, USA
100.00
Delaware, USA
Lapis Intermediate Inc.
Lapis HoldCo Inc.
(50.03)
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
Financial statements
Further information
Company
(37.72)
China Europe International Exchange AG
278
Pursuant to Section 322(3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined manage-
ment report.
■ the accompanying combined management report as a whole provides an appropriate view of the
Group's position. In all material respects, the combined management report is consistent with the
consolidated financial statements, complies with German legal requirements and appropriately
presents the opportunities and risks of future development. Our opinion on the combined manage-
ment report does not cover the content of the components of the combined management report
which we have identified in the „,Other information“ section of our audit opinion. The combined
management report comprises links to the Group's website which are not required by law. Our
opinion does not cover the links, nor the information referred to in the links.
■ the accompanying consolidated financial statements comply in all material respects with the IFRSS
as adopted by the EU and the additional requirements of German commercial law pursuant to
Section 315e(1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with
these requirements, give a true and fair view of the assets, liabilities, and financial position of the
Group as of 31 December 2020 and of its financial performance for the financial year from
1 January to 31 December 2020, and
In our opinion, on the basis of the knowledge obtained in the audit,
The combined management report comprises links to the Group's website which are not required by
law. In accordance with the legal requirements applicable in Germany, we did not audit these links,
nor the information referred to in the links.
We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft,
Frankfurt am Main, and its subsidiaries (the Group), which comprise the consolidated balance sheet as
of 31 December 2020, the consolidated income statement, the consolidated statement of comprehen-
sive income, the consolidated statement of changes in equity and the consolidated cash flow statement
and for the financial year from 1 January to 31 December 2020, and notes to the consolidated
financial statements, including a summary of significant accounting policies. In addition, we have
audited the combined management report of Deutsche Börse Aktiengesellschaft including the combined
non-financial statement in line with Sections 289b(1), 289c, 315b and 315c HGB [Handelsgesetzbuch:
German Commercial Code] for the financial year from 1 January to 31 December 2020. In accordance
with the legal requirements applicable in Germany, we did not audit the components of the combined
management report which we have identified in the „Other information“ section of our audit opinion.
Opinions
Report on the Audit of the Consolidated Financial Statements and
Combined Management Report
<3
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Independent Auditors' Report
Further information | Independent Auditors' Report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Notes
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
277
Stephan Leithner
Heike Eckert
6.
Stylean Leithmer
вем
Gregor Pottmeyer
Thomas Book
Christoph Böhm
Theodor Weimer
throder wein
Financial statements
Management report
Financial statements
Notes
280
The other intangible assets with indefinite useful lives are subject to an impairment test by the com-
pany at least once a year, and also on an ad hoc basis, if appropriate. For this purpose, Deutsche
Börse AG determines the recoverable amounts of the intangible asset or cash-generating units, in case
no independent cash flows can be allocated to that specific intangible asset, either on the basis of the
value in use or on the basis of the fair value less costs of disposal. The result of these valuations is
highly dependent upon assumptions concerning future cash inflows, based on the corporate planning,
as well as the defined parameters. As a result, the valuations are subject to discretion. Any need for
impairment that may arise as a result can have a material impact on the statement of the assets,
liabilities and financial performance of the Group. Therefore, the correct determination of any need for
impairment is of particular significance for the financial statements.
At 31 December 2020, other intangible assets amounted to EUR 1,255 million (previous year:
EUR 1,041 million). Other intangible assets thus represent 0.8 per cent of the Group's assets as at
31 December 2020.
THE FINANCIAL STATEMENT RISK
For the accounting policies applied as well as the assumptions used, please refer to note 2 (Basis of
consolidation) and note 10 (Intangible assets) in the notes to the consolidated financial statements.
Impairment of the other intangible assets
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated
in a balanced way and are within acceptable ranges.
OUR OBSERVATIONS
With the support of our valuation experts, we have assessed the valuation models used by the com-
pany as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with
relevant peer group companies, and evaluated analyst reports on the market segments. We further-
more appraised the reliability of the forecasts in previous years based on whether they occurred or not.
Within the scope of our own sensitivity analyses, we determined whether there would be a need for
impairment in the event of possible changes in the assumptions in realistic ranges.
OUR AUDIT APPROACH
Further information | Independent Auditors' Report
Notes
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
279
The result of these valuations is highly dependent upon assumptions concerning future cash inflows,
based on the corporate planning, as well as the defined parameters. As a result, the valuations are
subject to discretion. Any need for impairment that may arise as a result can have a material impact on
the statement of the assets, liabilities and financial performance of the Group. Therefore, the correct
determination of any need for impairment is of particular significance for the financial statements.
Goodwill is subjected to an impairment test by the company at least once a year and also on an ad hoc
basis, if appropriate. For this purpose, the carrying amount is compared with the recoverable amount of
the cash-generating unit (CGU). Deutsche Börse AG determines the recoverable amounts of the cash-
generating units either on the basis of the value in use or on the basis of the fair value less costs of
disposal. If the carrying amount is higher than the recoverable amount, there is a need for impairment.
At 31 December 2020, goodwill amounted to EUR 3,958 million (previous year: EUR 3,471 million).
The goodwill thus represents 2.6 per cent of the assets of the Group at 31 December 2019.
THE FINANCIAL STATEMENT RISK
For the accounting policies applied as well as the assumptions used, please refer to note 2 (Basis of
consolidation) and note 10 (Intangible assets) in the notes to the consolidated financial statements.
Impairment of the goodwill
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements for the financial year from 1 January to 31 December 2020.
These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters.
Key Audit Matters in the Audit of the Consolidated Financial Statements
We conducted our audit of the consolidated financial statements and combined management report in
accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to subsequently
as 'EU Audit Regulation') and in compliance with German Generally Accepted Standards for Financial
Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in
Germany] (IDW). Our responsibilities under those requirements and principles are further described in
the 'Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and Combined
Management Report' section of our auditor's report. We are independent of the group entities in accor-
dance with the requirements of European law and German commercial and professional law, and we
have fulfilled our other German professional responsibilities in accordance with these requirements. In
addition, in accordance with Article 10(2) point (f) of the EU Audit Regulation, we declare that we have
not provided non-audit services prohibited under Article 5(1) of the EU Audit Regulation. We believe that
the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the
consolidated financial statements and on the combined management report.
<3
Basis for the Opinions
Further information | Independent Auditors' Report
Deutsche Börse AG
Frankfurt/Main, 4 March 2021
To the best of our knowledge, and in accordance with the applicable reporting principles, the
consolidated 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.
Responsibility statement by the Executive Board
(50.00)
Luxembourg, Luxembourg
LuxCSD S.A.
31.40
Luxembourg, Luxembourg
17.91
Luxembourg, Luxembourg
(30.02)
Frankfurt/Main, Germany
16.20
Frankfurt/Main, Germany
8.21
London, United Kingdom
19.90
Delaware, USA
40.00
Frankfurt/Main, Germany
Deutsche Börse AG has successfully completed the acquisition of Institutional Shareholder Services Inc.,
Rockville, USA (ISS) a governance, ESG data and analytics provider on 25 February 2021. The closing
took place after the receipt of all necessary regulatory approvals. The transaction, announced in late
2020, is based on a valuation of US$2,275 million for 100 percent of the business cash and debt free.
For more details, see section "Acquisitions".
Frankfurt/Main, Germany
%
direct/(indirect)
Equity interest as at 31 Dec 2020
Domicile
HQLAX S.à r.l.
FundsDLT
enermarket GmbH
Deutsche Börse Commodities GmbH
Cloud Margin Ltd.
Clarity Al, Inc.
Moorgate PV Holdings LLC
Brain Trade Gesellschaft für Börsensysteme mbH
Delaware, USA
Proxymity Limited
<3
Notes Responsibility statement by the Executive Board
Further information
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
276
29.51
Berlin, Germany
49.90
Eschborn, Germany
19.99
Berlin, Germany
(18.76)
Singapore, Singapore
(9.57)
Belgrade, Serbia
15.65
London, United Kingdom
ZDB Cloud Exchange GmbH in Liquidation
Zimory GmbH in Liquidation
Tradegate AG Wertpapierhandelsbank
SPARK Commodities Ltd.
SEEPEX a.d.
R5FX Ltd
20.00
London, United Kingdom
Origin Primary Limited
(9.55)
Delaware, USA
(9.55)
To partially finance this acquisition, Deutsche Börse AG successfully placed senior bonds in the amount
of €1 billion on 15 February 2021, divided into two tranches with maturities of five and ten years. The
five-year bond has a negative yield of - 0.19 percent and a coupon of 0 percent, and the ten-year bond
has a yield of 0.19 percent and a coupon of 0.125 percent. In connection with the bond issues,
Standard & Poor's has confirmed Deutsche Börse AG's "AA" credit rating with a stable outlook.
360 Trading Networks Limited
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 1 March 2021. The Supervisory Board is responsible for examining the
consolidated financial statements and stating whether it endorses them.
Deutsche Börse Photography Foundation gGmbH
Deutsche Börse Services s.r.o.
Eurex Frankfurt AG
New York, USA
Delaware, USA
Delaware, USA
New York, USA
Sydney, Australia
(100.00)
(100.00)
(100.00)
(72.60)
(72.60)
Chennai, India
(72.24)
Hounslow, United Kingdom
(72.60)
Frankfurt/Main, Germany
Prague, Czech Republic
100.00
100.00
Frankfurt/Main, Germany
100.00
Eurex Clearing AG
Frankfurt/Main, Germany
(100.00)
Eurex Repo GmbH
Eurex Securities Transactions Services GmbH
Eurex Global Derivatives AG
Prague, Czech Republic
Power Exchange Central Europe a.s.
Quantitative Brokers UK Limited
(75.05)
Quantitative Brokers Software India Private Limited
Quantitative Brokers LLC
Cork, Ireland
(100.00)
Clearstream International S.A.
Luxembourg, Luxembourg
(100.00)
Clearstream Nominees Limited
Clearstream Operations Prague s.r.o.
London, United Kingdom
(100.00)
Prague, Czech Republic
(100.00)
Clearstream Services S.A.
Luxembourg, Luxembourg
(100.00)
REGIS-TR UK Ltd. (dormant)
London, United Kingdom
(50.00)
DB1 Ventures GmbH
Deutsche Boerse Market Data + Services Singapore Pte. Ltd.
Frankfurt/Main, Germany
100.00
Singapore, Singapore
100.00
Deutsche Boerse Systems Inc.
Centana Growth Partners, LLC
Bryant Sands Partners, LLC
Chicago, USA
100.00
Bryant Sands Partners II, LLC
Quantitative Brokers Australia Pty Ltd
Clearstream Global Securities Services Limited
Tysons Corner, USA
Tysons Corner, USA
%
Equity interest as at
31 Dec 2020
direct/(indirect)
Domicile
EPEX Netherlands B.V.
EPEX SPOT SE
European Commodity Clearing Luxembourg S.à r.l.
European Commodity Clearing AG
EEX Link GmbH
EEX CEGH Gas Exchange Services GmbH
EEX Asia Pte. Limited
European Energy Exchange AG
Company
<3
Fully consolidated subsidiaries (part 2)
Further information
Notes Other disclosures
Financial statements
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
274
100.00
Frankfurt/Main, Germany
100.00
Zug, Switzerland
(100.00)
Frankfurt/Main, Germany
(100.00)
Frankfurt/Main, Germany
Eurex Services GmbH
Leipzig, Germany
(75.05)
Singapore, Singapore
75.05
(75.05)
Tysons Corner, USA
(75.05)
Tunbridge Wells, United Kingdom
(75.05)
Helsinki, Finland
(75.05)
Brøndby, Denmark
Nodal Clear, LLC
Nodal Exchange, LLC
Nodal Exchange Holdings, LLC
KB Tech Ltd.
Grexel Systems oy
Gaspoint Nordic A/S
(38.27)
Bern, Switzerland
EPEX SPOT Schweiz AG
(38.27)
Amsterdam, Netherlands
(38.27)
Paris, France
(75.05)
Luxembourg, Luxembourg
(75.05)
Leipzig, Germany
(75.05)
30. Date of approval for publication
(38.27)
(75.05)
Vienna, Austria
(51.20)
Leipzig, Germany
(50.00)
Equity (in €m)
532.7
472.8
741.8
783.4
Dividend payments (in €m)
16.2
16.2
61.5
0
Assets (in Єm)
593.9
527.0
958.7
Liabilities (in €m)
61.2
54.2
216.9
1,018.5
235.1
Profit/loss (in €m)
58.5
53.9
88.5
32.8
Other comprehensive income (in €m)
- 3.9
0.9
- 66.6
- 10.2
32.8
Comprehensive income (in Єm)
88.5
58.5
272
Deutsche Börse Group | Annual report 2020
Luxembourg, Luxembourg
Executive and Supervisory Boards
Management report
Financial statements
Notes Other disclosures
Further information
31. Disclosures on material non-controlling interests
Wesentliche nicht beherrschende Anteile
Attributable to non-controlling interests:
Capital (%)
Voting rights (%)
<3
European Energy Exchange AG,
Leipzig
୮
31 Dec 2020
31 Dec 2019
31 Dec 2020
Qontigo Group, Frankfurt/Main
31 Dec 2019
75.1
75.1
78.3
78.3
62.8
62.8
78.3
78.3
Net profit for the period (in €m)
53.9
54.6
(78.32)
22.0
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at
31 December 2020 included in the consolidated financial statements are presented in the following
tables. There were no joint ventures as of the reporting date.
Fully consolidated subsidiaries (part 1)
Company
Domicile
Equity interest as at
31 Dec 2020
direct/(indirect)
%
Börse Frankfurt Zertifikate AG
Clearstream Holding AG
Clearstream Banking AG
Clearstream Banking S.A.
Clearstream Australia Limited
Clearstream Banking Japan, Ltd.
REGIS-TR S.A.
Clearstream Fund Centre AG
Frankfurt/Main, Germany
100.00
Frankfurt/Main, Germany
Frankfurt/Main, Germany
(100.00)
Luxembourg, Luxembourg
(100.00)
Sydney, Australia
(100.00)
Luxembourg, Luxembourg
(100.00)
54.8
Tokyo, Japan
<3
33. List of shareholdings
100.00
Notes Other disclosures
Cashflows (in €m)
22.6
Further information
17.8
- 7.5
7.7
139.1
Deutsche Börse Group does not have any material associates. The following table shows summarised
financial information for the individual associates that are immaterial when considered separately.
Non-material associates
Book value of non-material associates
Profit after Tax
Other income
Comprehensive income
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
31 Dec 2020¹)
32. Disclosures on associates
€m
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report
31 Dec 2019
Financial statements
273
18.6
0
0.9
0
0.9
18.6
44.5
89.5
€m
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence and, where applicable, the related
safeguards.
We have performed assurance work in accordance with Section 317 (3b) HGB to obtain reasonable
assurance about whether the reproduction of the consolidated financial statements and the combinded
management report (hereinafter the "ESEF documents") contained in the file that can be downloaded
by the issuer from the electronic client portal with access protection, “deutschebrseag.zip" (SHA256
hash value: cba6a49cdb5e885130ac5f5c0e89a904bf761584080fa554fb73a38733c1ceda) and
prepared for publication purposes complies in all material respects with the requirements of Section
328 (1) HGB for the electronic reporting format ("ESEF format"). In accordance with German legal
requirements, this assurance only extends to the conversion of the information contained in the
consolidated financial statements and the combined management report into the ESEF format and
therefore relates neither to the information contained in this reproduction nor any other information
contained in the above-mentioned electronic file.
Report on the Assurance in accordance with Section 317 (3b) HGB on the Electronic Reproduction
of the Consolidated Financial Statements and the Combined Management Report Prepared for
Publication Purposes
284
Other Legal and Regulatory Requirements
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter.
In our opinion, the reproduction of the consolidated financial statements and the combined manage-
ment report contained in the above-mentioned electronic file and prepared for publication purposes
complies in all material respects with the requirements of Section 328 (1) HGB for the electronic
reporting format. We do not express any opinion on the information contained in this reproduction nor
on any other information contained in the above-mentioned file beyond this reasonable assurance
opinion and our audit opinion on the accompanying consolidated financial statements and the accom-
panying combined management report for the financial year from 1 January to 31 December 2020
contained in the "Report on the Audit of the Consolidated Financial Statements and the Combined
Management Report" above.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
Management report
Further information | Independent Auditors' Report
Notes
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
283
■ Perform audit procedures on the prospective information presented by management in the combined
management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular
the significant assumptions used by management as a basis for the prospective information, and
evaluate the proper derivation of the prospective information from these assumptions. We do not
express a separate opinion on the prospective information and on the assumptions used as a basis.
There is a substantial unavoidable risk that future events will differ materially from the prospective
information.
Deutsche Börse Group | Annual report 2020
■ Evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with German law, and the view of the Group's position it provides.
<3
Executive and Supervisory Boards
■ Evaluate whether the ESEF documents enable an XHTML reproduction with content equivalent to the
audited consolidated financial statements and the audited combined management report.
Financial statements
■ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or busi-
ness activities within the Group to express opinions on the consolidated financial statements and on
the combined management report. We are responsible for the direction, supervision and perfor-
mance of the group audit. We remain solely responsible for our opinions.
Notes
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
285
■ Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) enables
an appropriate and complete machine-readable XBRL copy of the XHTML reproduction.
■ Evaluate the technical validity of the ESEF documents, i.e. whether the electronic file containing the
ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815 on
the technical specification for this electronic file.
Management report
■ Obtain an understanding of internal control relevant to the assurance of the ESEF documents in
order to design assurance procedures that are appropriate in the circumstances, but not for the
purpose of expressing an assurance opinion on the effectiveness of these controls.
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from
material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB.
We exercise professional judgement and maintain professional scepticism throughout the assurance
work. We also:
The supervisory board is responsible for overseeing the preparation of the ESEF documents as part of
the financial reporting process.
The company's management is also responsible for the submission of the ESEF documents together
with the auditor's report and the attached audited consolidated financial statements and audited
combined management report as well as other documents to be published to the operator of the
German Federal Gazette [Bundesanzeiger].
In addition, the company's management is responsible for the internal controls they consider necessary
to enable the preparation of ESEF documents that are free from material intentional or unintentional
non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format.
The company's management is responsible for the preparation of the ESEF documents including the
electronic reproduction of the consolidated financial statements and the combined management report
in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the consolidated
financial statements in accordance with Section 328 (1) sentence 4 item 2 HGB.
We conducted our assurance work on the reproduction of the consolidated financial statements and
the combinded management report contained in the above-mentioned electronic file in accordance
with Section 317 (3b) HGB and the Exposure Draft of the IDW Assurance Standard: Assurance in
accordance with Section 317 (3b) HGB on the Electronic Reproduction of Financial Statements and
Management Reports Prepared for Publication Purposes (ED IDW ASS 410) and the International
Standard on Assurance Engagements 3000 (Revised)]. Accordingly, our responsibilities are further
described below. Our audit firm has applied the IDW Standard on Quality Management 1: Require-
ments for Quality Management in Audit Firms (IDW QS 1).
<3
Further information | Independent Auditors' Report
Notes
■ Identify and assess the risks of material intentional or unintentional non-compliance with the
requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those
risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our
assurance opinion.
■ Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position, and financial performance of the Group in compli-
ance with IFRSs as adopted by the EU and the additional requirements of German commercial law
pursuant to Section 315e(1) HGB.
■ otherwise appears to be materially misstated.
■ Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in the auditor's
report to the related disclosures in the consolidated financial statements and in the combined
management report or, if such disclosures are inadequate, to modify our respective opinions. Our
conclusions are based on the audit evidence obtained up to the date of our auditor's report. How-
ever, future events or conditions may cause the Group to cease to be able to continue as a going
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
281
Further information | Independent Auditors' Report
■ materially inconsistent with the consolidated financial statements, with the audited disclosures in the
combined management report or our knowledge obtained in the audit, or
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information is
Our opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
However, other information does not comprise the consolidated financial statements, the audited
disclosures of the combined management report as well as our corresponding auditor's report.
Financial statements
Other information also comprises the other parts of the annual report.
Other Information
The calculation method used by the company is appropriate and consistent with the relevant valuation
principles. The underlying assumptions about the valuation-relevant parameters have been calculated
in a balanced way and are within acceptable ranges.
OUR OBSERVATIONS
With the support of our valuation experts, we have assessed the valuation models used by the com-
pany as well as the appropriateness of the significant assumptions relating to valuation parameters. We
assessed the appropriateness of the assumptions used in the determination of the discount rates by
comparing them with market- and industry-specific reference values; we additionally verified the
calculation method used to determine the discount rates. We compared the expected cash inflows and
outflows used for the calculations with the current budget plan approved by management. In order to
assess the appropriateness of the assumptions used when the budget plan was drawn up, we first
discussed these in meetings with management. Then we compared the assumptions used with
relevant peer group companies, and evaluated analyst reports on the market segments. We further-
more appraised the reliability of the forecasts in previous years based on whether they occurred or not.
Within the scope of our own sensitivity analyses, we determined whether there would be a need for
impairment in the event of possible changes in the assumptions in realistic ranges.
OUR AUDIT APPROACH
Further information | Independent Auditors' Report
Notes
Financial statements
Management report
The company's management, or the Supervisory Board, is responsible for the other information. The
other information comprises the combined corporate governance statement as a component of the
combined management report, whose content was not audited, and which is disclosed in the section
"Corporate governance statement".
concern.
Notes
<3
■ Evaluate the appropriateness of accounting policies used by management and the reasonableness of
estimates made by management and related disclosures.
■ Obtain an understanding of the internal control system relevant to the audit of the consolidated
financial statements, and of arrangements and measures (systems) relevant to the audit of the
combined management report, in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of these
systems.
■ Identify and assess the risks of material misstatement of the consolidated financial statements and
the combined management report, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
<3
Further information | Independent Auditors' Report
Notes
Financial statements
Management report
Further information | Independent Auditors' Report
Executive and Supervisory Boards
282
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German
Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirt-
schaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial state-
ments and this combined management report.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the
combined management report as a whole provides an appropriate view of the Group's position and, in
all material respects, is consistent with the consolidated financial statements and the knowledge
obtained in the audit, complies with the German legal requirements, and appropriately presents the
opportunities and risks of future development, as well as to issue an auditor's report that includes our
opinions on the consolidated financial statements and on the combined management report.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and the
Combined Management Report
The supervisory board is responsible for overseeing the Group's financial reporting process for the
preparation of the consolidated financial statements and of the combined management report.
Furthermore, management is responsible for the preparation of the combined management report that,
as a whole, provides an appropriate view of the Group's position and is, in all material respects,
consistent with the consolidated financial statements, complies with German legal requirements and
appropriately presents the opportunities and risks of future development. In addition, management is
responsible for such arrangements and measures (systems) as they have considered necessary to
enable the preparation of the combined management report that is in accordance with the applicable
German legal requirements and to be able to provide sufficient appropriate evidence for the assertions
in the combined management report.
In preparing the consolidated financial statements, management is responsible for assessing the
Group's ability to continue as a going concern. Moreover, the company's management has the respon-
sibility to disclose any matters that are relevant for the going concern assumption. In addition, they are
responsible for financial reporting based on the going concern basis of accounting unless there is an
intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.
Management is responsible for the preparation of the consolidated financial statements that comply, in
all material respects, with IFRSs as adopted by the EU, and the additional requirements of German
commercial law pursuant to Section 315e(1) HGB, and that the consolidated financial statements, in
compliance with these requirements, give a true and fair view of the assets, liabilities, financial
position and financial performance of the Group. In addition, management is responsible for such
internal control as they have determined necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
Responsibilities of Management and the Supervisory Board for the Consolidated Financial
Statements and Combined Management Report
Deutsche Börse Group | Annual report 2020
Further information pursuant to Article 10 of the EU Audit Regulation
www.deutsche-boerse.com
We were elected as group auditors by the annual general meeting held on 19 May 2020. We were
engaged by the chair of the audit committee of the Supervisory Board on 29 July 2020. We have been
engaged as auditors of the consolidated financial statements of Deutsche Börse AG without inter-
ruption since the 2001 financial year.
Management report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
<3
287
C7®, DAX®, Deutsche Börse Venture Network®, ERS®, Eurex®,
Eurex Bonds®, Eurex Clearing Prisma®, Eurex Repo®, F7®, FWBⓇ,
GC Pooling®, M7®, MDAX®, ÖkoDAX®, SDAX®, T7, TecDAX®,
VDAX®, Vestima®, Xetra® and Xetra-Gold® are registered
trademarks of Deutsche Börse AG. 360T® is a registered
trademark of 360 Treasury Systems AG. EURO STOXX®,
EURO STOXX 50®, ISTOXX® and STOXX® Europe 600 Financials
are registered trademarks of STOXX Ltd. TRADEGATE® is a
registered trademark of Tradegate AG Wertpapierhandelsbank
CFF®, Vestima® is a registred trademark of Clearstream
International S.A., Xemac® is a registred trademark of
Clearstream Banking S.A. EEX® is a registered trademark of
European Energy Exchange AG.
The following names or designations are
registered trademarks of Deutsche Börse AG
or a Deutsche Börse Group:
Registered trademarks
+49 (0) 69-2 11-61 79 80
Phone +49 (0) 69-2 11-1 79 80
Financial statements
corporate.report@deutsche-boerse.com
Financial Accounting & Controlling
www.deutsche-boerse.com/sustainability
+49 (0) 69-2 11-61 42 26
Fax
Phone
E-Mail
+49-(0) 69-2 11-1 42 26
group-sustainability@deutsche-boerse.com
Group Sustainability
E-Mail
www.deutsche-boerse.com/ir _ e
Notes
About this report
www.deutsche-boerse.com
60485 Frankfurt am Main
Deutsche Börse AG
Publication quarterly statement Q3/2021
19 October 2021
Publication half-yearly financial report 2021
27 July 2021
Annual General Meeting
19 May 2021
Further information | About this report
Publication quarterly statement Q1/2021
Financial calendar 2021
288
The separate limited assurance review opinion on all
sustainability information contained in the GRI index
can be accessed online at www.deutsche-boerse.
com Sustainability > ESG ratings & reporting >
Annual report.
KPMG AG Wirtschaftsprüfungsgesellschaft, an inde-
pendent external auditor, has audited the content of
the combined non-financial statement. KPMG's → Au-
ditor's Report on Deutsche Börse AG's (consolidated)
financial statements and combined management re-
port as at 31 December 2020 also covers the assu-
rance of the combined non-financial statement.
Verification of non-financial key performance indi-
cators
Our aim in our sustainability reporting is to achieve
the highest possible degree of clarity and transpa-
rency. The combined management report contains a
separate section with a combined non-financial state-
ment in accordance with sections 289b and 315b of
the Handelsgesetzbuch (HGB, German Commercial
Code). In line with this, the non-financial facts and fi-
gures published in it generally refer to Deutsche Börse
Group as a whole. Where the information on Deut-
sche Börse AG differs from that on Deutsche Börse
Group this is specifically mentioned. In addition, to-
pics that are specific to certain locations and locally
managed sustainability activities are identified as
such.
Principles of sustainability reporting
Our reporting of sustainability information and key
performance indicators complies with the Global
Reporting Initiative (GRI) Standards (Core option). A
comprehensive overview of all GRI indicators (GRI
index) can be found at www.deutsche-boerse.com
> Sustainability > ESG ratings & reporting > GRI
Deutsche Börse Group's 2020 annual report does not
only document what happened in financial year 2020
but also provides a solid summary of how the com-
pany defines and implements key action areas for its
sustainability profile. In addition, the "Overview of
key sustainability aspects" table shows the UN's
sustainable development goals (SDGs) that are ad-
dressed by Deutsche Börse Group.
21 April 2021
<3
Fax
+49 (0) 69-2 11–1 16 70
Financial statements
Management report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
286
Wirtschaftsprüfer
[German Public Auditor]
Pfeiffer
[German Public Auditor]
Wirtschaftsprüfer
Notes
Leitz
Wirtschaftsprüfungsgesellschaft
KPMG AG
Frankfurt am Main, 4 March 2021
The German Public Auditor responsible for the engagement is Klaus-Ulrich Pfeiffer.
German Public Auditor Responsible for the Engagement
As part of other services, we supported Deutsche Börse AG with quality assurance measures.
Tax services include assistance in the preparation of tax returns, tax appraisals and advice on individual
matters, and tax advice related to the external audit.
In addition to the consolidated financial statements, we audited the annual financial statements of
Deutsche Börse AG and carried out various annual audits of subsidiaries. The audits included reviews
of interim financial statements. Other assurance services relate to ISAE 3000 reports, and statutory or
contractual audits such as audits under the WpHG as well as other contractually agreed assurance
services.
We declare that the opinions expressed in this auditor's report are consistent with the additional report
to the audit committee pursuant to Article 11 of the EU Audit Regulation (long form audit report).
[Original German version signed by:]
+49 (0) 69-2 11-1 46 08
Further information | Acknowledgement | Contact | Registered trademarks
Acknowledgement
Phone
E-Mail ir@deutsche-boerse.com
Investor Relations
Contact
The annual report 2020 of Deutsche Börse Group is
available as pdf on the internet:
www.deutsche-boerse.com/annual report
The annual report 2020 is both available in German
and English.
Publications service
We would like to thank all colleagues and service
providers who participated in the compilation of this
report for their friendly support.
Reproduction -
- 
in total or in part - only with the writ-
ten permission of the publisher
<3
The German version of this report is legally binding.
The company cannot be held responsible for any
misunder-standing or misinterpretation arising from
this translation.
Publication date
Getty Images
Photographs
Deutsche Börse AG, Frankfurt/Main
Kirchhoff Consult AG, Hamburg
Concept and layout
Germany
60485 Frankfurt/Main
Deutsche Börse AG
Published by
12 March 2021
Fax
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Deutsche Börse AG markets the price and reference data of the systems and platforms of Deutsche
Börse Group as well as any other trading-relevant information. In addition, it develops and markets
indices and analytics solutions via its subsidiary Qontigo GmbH. Furthermore, Deutsche Börse AG
operates the Eurex® Exchange futures and options market via Eurex Frankfurt AG. Commodities spot and
derivatives markets are operated by the Group's direct subsidiary European Energy Exchange AG (EEX).
Via its subsidiary 360 Treasury Systems AG (360T), Deutsche Börse AG offers a platform for foreign
exchange trading. The Group also operates the cash market at Frankfurter Wertpapierbörse (Frankfurt
Stock Exchange - FWBⓇ), with its fully electronic trading venue XetraⓇ, as well as offering trading in
structured products (certificates and warrants) in Germany via the Börse Frankfurt Zertifikate AG
exchange. The Group also offers clearing services for the cash equities and derivatives markets (Eurex
Clearing AG). All post-trading services that Deutsche Börse Group provides for securities are handled by
Clearstream Holding AG and its subsidiaries (Clearstream Holding group). These include transaction
settlement, the administration and custody of securities, as well as services for investment funds and
global securities financing. Deutsche Börse AG and Clearstream Services S.A. develop and operate
Deutsche Börse Group's technological infrastructure.
23
The responsibilities of the Chief Executive Officer (CEO) include the Group's strategy, M&A activities,
communications, legal affairs as well as regulatory matters, and Group Audit. The duties of the Chief
Financial Officer (CFO) comprise, among other things, financial reporting and controlling, risk
management, treasury and investor relations. The Trading & Clearing division covers derivatives trading
and the clearing houses of Deutsche Börse Group. The electronic foreign exchange trading platform
360TⓇ, the EEX Group and the cash market with its trading venues Xetra, Frankfurt Stock Exchange and
the certificates and warrants business also report to this Executive Board function. The division is also
responsible for building up a pre-IPO market and establishing tools for growth financing. The Pre- and
Post-Trading division includes the settlement and custody business and Clearstream's collateral
management, as well as the reporting segments IFS (Investment Fund Services) and the index and
analytics business (Qontigo). The Executive Board division for HR & Compliance is responsible for the
Group's human resources and compliance division. The Chief Information Officer/Chief Operating Officer
(CIO/COO) function combines Deutsche Börse Group's IT activities and market operations. Technological
transformation and digitalisation are the key areas of focus for this division.
Organisational structure
The Executive Board manages the company at its own responsibility; the Chief Executive Officer (CEO)
coordinates the activities of the Executive Board members. In the 2020 financial year, the Executive
Board of Deutsche Börse AG comprised six members. The remuneration system and the remuneration
paid to individual members of the Executive Board of Deutsche Börse AG is explained in more detail in
the remuneration report.
The Supervisory Board appoints, supervises and advises the members of the Executive Board, and is
directly involved in decisions of fundamental importance to the Group. 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, although the Annual General Meeting may determine a shorter
term of office when electing members. As Deutsche Börse AG has more than 2,000 employees in
Germany, members of the Supervisory Board must be appointed in accordance with the provisions of the
Mitbestimmungsgesetz (German Co-Determination Act). Deutsche Börse's Supervisory Board comprises
eight shareholder representatives and eight employee representatives in order to meet the growing
demands placed upon Supervisory Board members in connection with the Company's growth and that of
the Group as a whole, particularly with regard to the diversity and internationalisation of Supervisory
Board work. Further details can be viewed in the "Corporate governance statement" section.
The Annual General Meeting rules on the appropriation of distributable profit, appoints the shareholder
representatives on the Supervisory Board and discharges the Executive Board and the Supervisory Board
of liability. In addition, it rules on equity issuance and other matters governed by the Aktiengesetz (AktG,
German Stock Corporation Act).
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of
responsibility.
Management
<3
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
■ Innovative portfolio management and risk analysis software
■ Development and marketing of indices (STOXX® and DAX®)
Qontigo (index and analytics
business)
■ Investment fund distribution services (Clearstream Fund Centre)
■ Investment fund services (order routing, settlement and custody)
■ Services for global securities finance and collateral management as well as secured money
market transactions, repo and securities lending transactions
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Fundamental information about the Group
Financial statements
Compass 2023 targets
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
24
On 18 November 2020 Deutsche Börse published its new medium-term growth strategy Compass
2023, which defines the strategic direction and targets for the years ahead. Among the most important
organic growth drivers are the trend from over-the-counter (OTC) to on-exchange trading, ESG, the
increasing importance of the buy-side, passive investments and the digitisation of the financial sector.
Growth by M&A is also set to accelerate. Deutsche Börse is aiming for overall growth in net revenue of
10 per cent p.a. on average. Organic initiatives and M&A are each intended to contribute growth of
around 5 per cent. Earnings before interest, tax, depreciation and amortisation (EBITDA) and earnings
per share (EPS) should also rise by an average of 10 per cent p.a.
In order to maintain and expand its leading position among exchange organisations, Deutsche Börse
Group pursued "Roadmap 2020” growth strategy from 2018 onwards. Deutsche Börse focused on
generating secular, organic growth, while accelerating M&A growth through acquisitions in five defined
business areas. In this period Deutsche Börse Group expected average growth in net income based on
these secular drivers of at least 5 per cent p.a. With regard to adjusted net profit for the period
attributable to Deutsche Börse AG shareholders, the Group targeted an average annual growth rate of 10
to 15 per cent over the same period. By the close of financial year 2020 the Group had achieved all the
targets set in its Roadmap 2020. Net revenue rose by around 9 per cent p.a. on average and adjusted
net profit by an average of 12 per cent. In this period the Group also successfully completed several
M&A transactions, such as the acquisition of Axioma Inc. or Fondcenter AG from UBS, as well as
reporting significant progress on its investment in new technologies, such as cloud computing and digital
ledger technology.
■ Organising an impartial marketplace to ensure orderly, supervised trading with fair price formation,
plus providing risk management services
Developing and operating proprietary electronic systems for all processes along the value creation
chain
Integrating different financial market services such as trading, clearing, settlement, securities custody,
market data services, liquidity and collateral management, as well as index and analytics solutions
Providing these services for various asset classes such as equities, bonds, funds, commodities, foreign
exchange, interest rates, and derivatives products based on these underlyings
"
Deutsche Börse Group's business model is geared towards a diversified product and service offer that
covers the entire value chain of financial market transactions. The Group's diversified business model is
based on the following key elements:
Deutsche Börse Group is one of the largest market infrastructure providers worldwide. The Group's
business model contributes to the stability, efficiency and integrity of capital markets. This benefits
issuers in the form of low costs of raising capital and investors in the form of high liquidity and low
transaction costs. At the same time, Deutsche Börse stands for transparent, secure capital markets in
which organised trading is based on free price formation.
Deutsche Börse Group's objectives and strategies
Objectives and strategies
<3
Further information
Notes
Custody and settlement of securities
■Technology solutions for external customers
■Link-up of trading participants
■ Marketing of licences for trading and market signals
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
21
Deutsche Börse Group's full group of consolidated entities is set out in note 33 to the consolidated
financial statements.
Deutsche Börse AG, which is headquartered in Frankfurt/Main, Germany, is the parent company of
Deutsche Börse Group. As at 31 December 2020, Deutsche Börse Group employed a total of 7,238
staff (31 December 2019: 6,775), from 110 nationalities at 43 locations around the globe. As one of
the largest providers of market infrastructure worldwide, the Group offers a broad product and service
range to its clients. These cover the entire financial market transaction process chain: from the provision
of market information, indices and analytical solutions (pre-trading), the trading and clearing services on
which these are based, and the settlement of transactions right through to the custody of securities and
funds, as well as services for liquidity and collateral management (post-trading). The Group also
develops and operates the IT systems that support all of these processes.
Business operations and Group structure
Overview of Deutsche Börse Group
Fundamental information about the Group
This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and
includes the combined non-financial statement according to the CSR Directive. It follows the
requirements of the Handelsgesetzbuch (HGB, German Commercial Code) and the Deutscher
Rechnungslegungs Standard Nr. 20 (DRS 20, German Accounting Standard No. 20).
<3
Combined management report
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
<3
Reporting segments
Deutsche Börse Group's business is divided into seven segments: Eurex (financial derivatives), EEX
(commodities), 360T (foreign exchange), Xetra (cash equities), Clearstream (post-trading), IFS
(investment fund services) and Qontigo (index and analytics business).
This structure serves as a basis for the Group's internal management and financial reporting (see the
following table entitled “Deutsche Börse Group's reporting segments" for details).
■ Listing
■ Central counterparty for equities and bonds
■ Cash market with the trading venues Xetra®, Börse Frankfurt and Tradegate
■ Central counterparty for OTC and exchange-traded derivatives
IFS (investment fund services)
Clearstream (post-trading)
Xetra (cash equities)
■ Electronic trading of foreign exchange (360T®)
■ Central counterparty for traded cash market and derivative products
■ Electronic trading of electricity and gas products as well as emission rights (EEX group)
Net revenue
■ Link-up of trading participants
■ Central counterparty for on- and off-exchange derivatives and repo transactions
■ C7Ⓡ electronic clearing architecture
■ Eurex Repo® OTC trading platform
■ Electronic trading of derivatives (Eurex Exchange)
Business areas
360T (foreign exchange)
EEX (commodities)
Eurex (financial derivatives)
Reporting segment
Deutsche Börse Group's reporting segments
■ Marketing of licences for trading and market signals
Earnings before interest, tax, depreciation and amortisation (EBITDA) (reported)
Earnings per share (reported)
22
Based on 2019
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
28
The Executive Board is only aware of those restrictions on voting rights that arise from the Aktiengesetz
(AktG, German Stock Corporation Act). Those shares affected by section 136 AktG are therefore
excluded from voting rights. Furthermore, shares held by Deutsche Börse AG as treasury shares are
exempted from the exercise of any rights according to section 71b AktG.
The share capital has been contingently increased by up to €17.8 million by issuing up to 17.8 million
no-par value registered shares (contingent capital 2019). The contingent capital increase will only be
implemented to the extent that holders of convertible bonds or of warrants attaching to bonds with
warrants issued by the Company or by a Group company in the period until 7 May 2024 on the basis of
the authorisation granted to the Executive Board by resolution of the Annual General Meeting of 8 May
2019 on Item 8 (b) of the agenda exercise their conversion or option rights, that they meet their
conversion or option obligations, or that shares are tendered, and no other means are used to settle such
rights or obligations. More details can be found in Article 4 (7) of the Articles of Association of Deutsche
Börse AG.
The share capital of Deutsche Börse AG amounted to €190.0 million on the above-mentioned reporting
date and was composed of 190 million no-par value registered shares. There are no other classes of
shares besides these ordinary shares.
In accordance with sections 289a (1) and 315a (1) of the German Commercial Code (HGB,
Handelsgesetzbuch, prior version), in conjunction with section 83 (1) sentence 2 of the Introductory Act
to the German Commercial Code (EGHGB, Einführungsgesetz zum Handelsgesetzbuch), Deutsche Börse
AG hereby makes the following disclosures as at 31 December 2020:
Disclosures in accordance with sections 289a (1) and 315a (1) of the German Commercial Code
(HGB, prior version) and explanatory notes
Takeover-related disclosures
Financial statements
The processes, systems and controls described above aim to provide reasonable assurance that the
accounting system complies with the applicable principles and laws. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls on
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 with respect to the
financial reporting process.
Another key component of the ICS is the principle of segregation of duties: tasks and authorities are
clearly assigned and separated from each other in organisational terms. Incompatible tasks - such as
modifying master data on the one hand and issuing payment instructions on the other - are strictly
segregated at a functional level. An independent control unit grants individual employees access rights to
the accounting system and continuously monitors these permissions using a so-called incompatibility
matrix. Transactions are initially recorded in the general ledger or the appropriate sub ledgers on the
basis of the chart of accounts and the account allocation guidelines.
<3
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
27
27
Major Deutsche Börse Group subsidiaries maintain and consolidate their general ledgers in the same
system. Accounting data from other companies is uploaded for inclusion in the consolidated
financial statements. Liabilities, expenses and income for individual transactions are recorded in
separate accounts under the name of the counterparty concerned. Any consolidation differences are
reviewed centrally and sent to the accounting departments of the companies concerned for clarification.
Moreover, Deutsche Börse Group continuously monitors and analyses changes in the accounting
environment and adjusts its processes in line with them. This applies in particular to national and
international accounting standards.
Notes
<3
30
30
■ On 28 March 2017, 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 €750.0 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 process, 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 occurs 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.
The following material agreements of the Company are subject to a change-of-control clause following a
takeover bid:
The Executive Board is authorised to acquire treasury shares 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 attributed to it in accordance with sections 71a et seq. 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 7 May 2024 and may be exercised by the company in full or in part on one or more occasions.
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) using derivatives (put options, call options, forward purchases or a
combination of put options, call options and forward purchases). 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 6 and 7 of the agenda for the Annual General Meeting held on 8 May
2019.
Furthermore, the Executive Board is 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 16 May 2022, subject to the approval
of the Supervisory Board, by issuing new no-par value registered shares against cash and/or non-cash
contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the
Executive Board makes use of the authorisation granted to it to exclude such rights, subject to the
approval of the Supervisory Board. The Executive Board is authorised to exclude shareholders' pre-
emptive rights for fractional amounts with the approval of the Supervisory Board. However, according to
the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total
number of shares issued during the term of the authorisation, excluding pre-emptive rights, does not
exceed 20 per cent of the share capital. Full authorisation is derived from Article 4 (6) of the Articles of
Association of Deutsche Börse AG.
In addition, the Executive Board is authorised to increase the share capital by up to a total of
€19.0 million on one or more occasions in the period up to 18 May 2024, subject to the approval of the
Supervisory Board, by issuing new no-par value registered shares in exchange for cash contributions
(authorised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can
exclude, subject to the approval of the Supervisory Board, only for fractional amounts. However,
according to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if
the total number of shares that are issued during the term of authorisation and that exclude
shareholders' pre-emptive rights does not exceed 10 per cent of the share capital. The exact content of
this authorisation is derived from Article 4 (5) of the Articles of Association of Deutsche Börse AG.
<3
<3
Notes
Further information
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
29
29
The Executive Board is also authorised to increase the share capital by up to a total of €19.0 million on
one or more occasions in the period up to 18 May 2025, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). Shareholders must be granted pre-emptive rights, which the Executive Board can
exclude in certain cases, subject to the approval of the Supervisory Board in each case. The Executive
Board is authorised to exclude shareholders' pre-emptive rights: (1) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the quoted price, and the
total number of shares issued under exclusion of shareholders' pre-emptive rights does not exceed 10
per cent of the share capital; (2) in the case of physical capital increases in exchange for non-cash
contributions for the purpose of acquiring companies, parts of companies, interests in companies, or
other assets; or (3) with respect to fractional amounts. However, according to the authorisation, the
Executive Board may only exclude shareholders' pre-emptive rights if the total number of shares that are
issued during the term of authorisation and that exclude shareholders' pre-emptive rights does not
exceed 10 per cent of the share capital. Full authorisation, and particularly the conditions under which
shareholders' pre-emptive rights can be excluded, is derived from Article 4 (4) of the Articles of
Association of Deutsche Börse AG.
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €13.3 million on one or more occasions in the period up to 10 May 2021 by
issuing new no-par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to approval by
the Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect to
fractional amounts. However, according to the authorisation, the Executive Board may only exclude
shareholders' pre-emptive rights if the total number of shares that are issued during the term of
authorisation and that exclude shareholders' pre-emptive rights does not exceed 20 per cent of the share
capital. Full authorisation, and particularly the conditions under which shareholders' pre-emptive rights
can be excluded, is derived from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85
AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. 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. 6 AktG. Under Article 12 (4) of the Articles of Association of
Deutsche Börse AG, the Supervisory Board is authorized to make amendments to the Articles of
Association that relate to the wording only. In accordance with Article 18 (1) of the Articles of
Association of Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple
majority of the votes cast, unless otherwise required by the AktG. Insofar as the AktG additionally
prescribes a majority of the share capital represented at the time of a resolution, a simple majority of the
share capital represented is sufficient where this is legally permissible.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders in accordance with the statutory provisions and the Articles of Association.
There are no shares with special provisions granting the holder control rights.
Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding 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 Finanz-
dienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest threshold
for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or indirect
equity interests in its capital exceeding 10 per cent of the voting rights.
Management report | Fundamental information about the Group
In order to assure uniform and consistent accounting, FA&C provides regularly updated accounting
manuals and guidelines and work instructions for the material accounting processes as part of the
preparation of the annual and consolidated financial statements of Deutsche Börse AG. All employees in
the FA&C area, as well as in decentral units, have access to these documents and the accounting and
account assignment guidelines, allowing them to see for themselves the scope of managerial discretion
and accounting options Deutsche Börse Group exercises.
Further information
Internal control system as part of the financial reporting process
Deutsche Börse has established a Group-wide internal control system (ICS). The ICS comprises rules to
manage the company's activities as well as guidelines defining how compliance with these rules is
monitored. The principles of the Group-wide ICS are also applied in partially decentralized units of
Deutsche Börse Group. Monitoring tasks are implemented through process-integrated measures (such as
organisational safeguards and controls) as well as through process-independent measures. All business
divisions are responsible for ensuring that Group-wide ICS requirements are met in their respective areas
of responsibility.
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
45
25
One of Deutsche Börse Group's objectives and strategies is to take a holistic approach to corporate
responsibility. Its management approach is therefore guided by two action-led principles that aim to
sustainably strengthen and preserve the value that Deutsche Börse Group adds to the economy and
society:
Management approach for a Group-wide commitment to sustainability
Deutsche Börse Group is committed to maintaining transparent, reliable and liquid financial markets,
although it cannot control the volume drivers for these markets, i.e. cyclical factors. The Group can
influence the other factors either wholly or partially; for instance, it can lobby for a favourable legal
framework for the financial markets, or it can develop products and services that support clients'
business. This also enables it to reduce dependence on those cyclical factors beyond its control.
■ The cyclical nature of financial markets: For example, increased stock market volatility typically leads to
higher levels of trading in the cash and derivatives markets, and rising interest rates tend to drive up
net interest income and trading volumes in interest rate derivatives.
■ Innovative strength: if Deutsche Börse Group succeeds in continuously introducing new products and
services for which there is market demand, the Group will be in a position to further expand its
business.
■ Structural changes in the financial markets: e.g. trading activity increases if investment funds make
greater use of derivatives to implement their trading strategies.
Management report | Fundamental information about the Group
Regulatory requirements of all market participants: if regulatory initiatives (such as EMIR, MiFIR and
CRR/CRD) strengthen the role of exchanges, this will also benefit Deutsche Börse Group.
As part of an ongoing process, the Group is reviewing its organic growth initiatives, focusing in particular
on expansion into markets and asset classes characterised by structural growth, while attaching great
importance to ensuring that the initiatives launched are implemented in a consistent, successful manner.
Key initiatives and growth drivers are described in the opportunities report. Moreover, the remuneration
system for the Executive Board and executive staff has created a number of incentives for growth in the
individual business divisions. Please refer to the remuneration report for a detailed description of all
targets. As far as external growth opportunities are concerned, the focus is on strengthening existing
high-growth areas, and on exploring new asset classes and services.
-10% p. a.
€5.47
~10% p. a.
-10% p. a.
2,936.0
strategies
Compass 2023
Objectives and
The purpose of the accounting-related ICS is to ensure orderly accounting practices. The central
Financial Accounting and Controlling (FA&C) division, together with decentralised units acting on the
requirements set out by FA&C, are responsible for preparing the accounts at Deutsche Börse AG and its
consolidated subsidiaries. Group Tax is responsible for determining tax items for accounting purposes.
The relevant department heads are responsible for the related processes, including effective security and
control measures. The aim is to ensure that risks relating to the accounting process are identified early
on, so that remedial action can be taken in good time.
€m
Among the factors that have a significant impact on Deutsche Börse Group's organic growth are:
Financial statements
1,678.3
Further information
Notes
Details concerning the non-financial performance indicators used by Deutsche Börse Group are outlined
in the "Combined non-financial statement" section.
<3
Further information
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
46
26
Notes
The most important performance indicators for managing the Group's results of operations are secular
net revenue growth, EBITDA and earnings per share. The main performance indicators derived from the
statement of financial position and the statement of cash flows include cash flows from operating
activities and equity less intangible assets. In addition, Deutsche Börse Group aims to hold sufficient
liquidity to be able to meet all of the Group's payment obligations when due. There is no set target for
the Group's management KPI of equity less intangible assets; rather, the objective is to maintain a
positive figure.
<3
■ Building trust. Deutsche Börse Group aims to organise the capital markets in a way that ensures their
integrity, transparency and security. The availability of high-quality information is a key aspect in this
process and something that the Group is working on constantly to enhance. In this context, providing
sustainability information is as significant as engaging in a constructive dialogue on the future viability
of the international capital markets with our customers but also with the general public.
At Group level, a net debt/EBITDA ratio not exceeding 1.75 and free funds from operations (FFO) relative
to net debt greater than or equal to 50 per cent is also targeted in order to achieve the "minimum
financial risk profile" consistent with the current AA rating in accordance with S&P Global Ratings
methodology. In addition, an interest coverage ratio of at least 14 is targeted for Deutsche Börse Group
using this methodology.
■ Leading by example. As a listed service provider, Deutsche Börse Group aims to ensure that its own
corporate activities are conducted responsibly and with a view to the future. In addition, the Group
pursues a sustainable human resources policy and is committed to the environment and hence to
conserving resources. It enhances its commitment to sustainability and related reporting on an ongoing
basis in order to establish itself as a long-term role model on the market.
■ Increasing public awareness. The Group is part of civil society and as such has a responsibility towards
it. It is committed to fulfilling this role both in Germany and in its international locations. It
systematically bases its actions on local requirements and, as a good corporate citizen, takes part in
long-term cooperative initiatives aimed at strengthening structures in the non-profit sector.
In 2016, Deutsche Börse established a Group Sustainability Board to continuously develop the Group-
wide sustainability strategy along the entire value chain and advise the Executive Board on sustainability
issues. The Board convenes twice a year and in 2020 its members comprised twelve representatives of
the Executive Board divisions, plus the Head of Group Sustainability and one Executive Board member.
Group projects are prioritised and steered using strategic and financial criteria, taking project-specific
risks into account. The main criterion used to assess the strategic attractiveness of projects is their
(expected) contribution to the strategic objectives for Deutsche Börse Group and its business areas. The
main financial criteria are key performance indicators such as net present value (NPV), the payback
period and the return after tax, which are calculated on the basis of the project or business plans. Risks
are monitored at all levels of project work, i.e. both when prioritising and steering projects and during
ongoing project management.
Internal management
Management systems
Deutsche Börse Group's internal management system is generally based on key performance indicators
taken from the consolidated income statement (net revenue, operating costs excluding depreciation,
amortisation and impairment losses; EBITDA; Group net profit for the period attributable to Deutsche
Börse AG shareholders), as well as on various parameters derived from the consolidated statement of
financial position and the consolidated statement of cash flows (cash flows from operating activities,
liquidity, equity less intangible assets). In addition, the system includes key performance indicators
derived from the income statement and balance sheet (net debt/EBITDA ratio and return on shareholders'
equity). Details on the components of the income statement are shown in the table "Consolidated income
statement". As of financial year 2021 the company no longer adjusts the performance indicators in the
consolidated income statement for exceptional items, and so will only use the reported figures, including
all influencing factors for management purposes in future.
Net revenue
Custody
Settlement
Net interest income from banking business
Collateral management
€m
€m
%
827.2
842.7
40
-2
417.5
7
114.8
82.2
100.5
188.2
391.7
-
Change
Deutsche Börse Group | Annual report 2020
39
-47
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
FINANCIAL KEY FIGURES
<3
Undiminished interest in gold as an investment asset again led to new records for Xetra-Gold®, a bearer
bond backed by physical gold. Thus gold reserves increased to 217 tonnes as at the end of the financial
year (2019: 203 tonnes) - representing some €11 billion and an order book turnover of €6 billion
was reported (2019: €3.4 billion). Xetra-Gold thus remains the leading security in Europe backed by
physical gold and the best-selling security among Xetra's exchange traded commodities (ETCs).
The disposal of Regulatory Services GmbH, the regulatory reporting hub of Deutsche Börse Group, to
MarketAxess Holdings, Inc. was completed on 30 November 2020. Income of €19.8 million from this
transaction was recognised in net revenue for Xetra Data.
The business of Tradegate AG Wertpapierhandelsbank grew very strongly in 2020 thanks to much higher
activity on the part of the private investors, and its equity method measurement had a positive impact on
the result from financial investments, taking it to €25.8 million in total.
Clearstream (post-trading) segment
Clearstream (post-trading) segment: key indicators
2020
2019¹)
A total of seven initial public offerings (IPOs) took place in 2020 (2019: 4) as well as two new listings.
By far the largest issue volume was recorded by the IPO of Hensoldt AG at €400 million. The share
price of Siemens Energy AG when it was listed corresponded to a market capitalisation of approximately
€16 billion.
76.9
6
-1
EBITDA
3
-169.6
-174.3
1
70.5
71.3
Other (incl. connectivity, member fees and admission allowance)
Operating costs
127.0
0
43.0
Gas
10
105.1
115.8
Power derivatives
2
The significant earnings increase in the Xetra segment in the reporting year 2020 was mainly due to
higher trading and clearing revenues as a result of more trading activity. The volume of the order book
increased year-on-year in almost every month, rising overall by 37 per cent to €2.1 trillion. Higher
revenues were particularly due to the increased volatility compared to the previous year, the recalibration
of share portfolios by institutional investors and much higher turnover in exchange-traded funds (ETFs).
Trading volumes in these securities rose to a new annual record of €250 billion, which was 70 per cent
up year-on-year. The strong increase in activity on part of the private investors was an additional driver
during the entire reporting period. Competing with other pan-European trading venues, Xetra further
strengthened its position as the reference market for trading in DAX constituents, increasing its market
share to 73 per cent (2019: 71 per cent).
42.8
119.4
In the EEX (commodities) segment, Deutsche Börse Group reports on trading activities on EEX Group's
platforms in Europe, Asia and North America. The EEX Group operates marketplaces and clearing
houses for energy and commodity products, connecting more than 750 participants around the world.
The product portfolio comprises contracts on energy, environmental, freight and agricultural products, as
well as metals. EEX Group's most important revenue drivers are the power spot and derivatives markets,
and the gas markets.
The EEX Group increased its trading volume in the spot power market by 4 per cent in 2020. Volumes
in the intra-day segment rose by 21 per cent year-on-year, with increases in all market areas. The day-
ahead segment was stable compared to the previous year. Intra-day and day-ahead products for four
Skandinavian countries were added to the spot market portfolio towards the middle of the year. The
introduction of new incentive schemes for market participants in power spot markets reduced net
revenue growth in the reporting year.
Third-party services
Other (incl. connectivity, account maintenance)
Operating costs
EBITDA
1) Previous year adjusted
23.8
24.3
-2
93.7
78.3
20
-367.3
-343.4
7
458.0
497.5
-8
Deutsche Börse Group's settlement and custody activities are reported under the Clearstream (post-
trading) segment. In providing the post-trade infrastructure for Eurobonds and other markets,
Clearstream is responsible for the issuance, settlement, management and custody of securities from
more than 50 markets worldwide. Net revenue in this segment is driven mainly by the volume and value
of securities under custody, which determines the deposit fees. The settlement business depends
primarily on the number of settlement transactions processed by Clearstream via stock exchanges as well
as over the counter (OTC). This segment also contains Clearstream's net interest income from banking
business.
40
Volume growth on global power derivatives markets, the main net revenue driver for the EEX Group,
continued with a year-on-year increase of 11 per cent. Trading in power derivatives is being expanded
continuously and now offers comprehensive geographic coverage of 20 European market regions and
additionally the Japanese market, which was launched in May 2020. The volume of power derivatives
traded in Europe passed the mark of 4,000 TWh for the first time in 2020. Whereas the German,
French and Hungarian markets made the greatest contribution to growth in absolute terms, volumes on
the US market declined, which is primarily due to lower hedging requirements as a result of reduced
industrial production.
78.0
In the Xetra segment (cash equities), Deutsche Börse Group brings together its cash market trading
venues (XetraⓇ, the Frankfurt Stock Exchange, and Tradegate). Besides trading and clearing services
income, the segment generates revenue from the ongoing listing of companies' securities and exchange
admissions, the marketing of trading data, connecting clients to trading venues, and from services
provided to partner exchanges.
109.0
42
10
81.9
76.9
7
19.6
15.2
29
-53.9
92.1
-57.7
47.6
34.4
38
In the 360T (foreign exchange) segment, Deutsche Börse Group manages its foreign exchange trading
business, which takes place on the platforms provided by its subsidiaries 360 Treasury Systems AG and
360TGTX Inc. Net revenue in the 360T segment is driven mainly by the trading activities of institutional
investors, banks and internationally active companies, and the provision of liquidity by so-called liquidity
providers. During the year under review, the segment generated 81 per cent of its revenue from foreign
exchange trading and 19 per cent from the provision of other services.
In the reporting year, the market environment in the 360T segment was determined by strongly
fluctuating volatility, a varying risk appetite on the part of investors, restrictions due to Covid-19
lockdowns and the resulting impact on trading volumes. After an exceptionally strong first quarter
marked by the outbreak of the Covid-19 pandemic and the ensuing high market volatility with high
trading volumes, the following two quarters saw less trading activity on the back of a much less volatile
and more risk-averse market, which was also affected by restrictions. Over the course of the fourth
quarter the market recovered significantly compared to the prior quarters, based on movements in key
currency pairs.
Furthermore, 360T was able to boost growth in trading volumes by winning and connecting new
customers to the platform, particularly in the USA and EMEA. This resulted in growth being recorded
across all product groups, with the total average daily trading volume up by 5 per cent to around €87
billion. 360T also set new records with an average daily trading volume of €109 billion in March 2020.
Drivers of net revenue growth in particular were an increase in swap transactions, the 360TGTX
business and solid growth in market data and connectivity.
38
38
-7
101.5
%
€m
70.9
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
Trading volume on the gas markets fell year-on-year by 5 per cent. This is partly a result of lower
demand due to the impact of the Covid-19 pandemic, with a lower total market volume on the spot
markets. At the same time, greater competition on the gas derivatives markets, particularly in the
Netherlands, led to trading volume changes. Despite these conditions, the EEX was able to increase its
market shares in the gas spot market and defend its position as Europe's leading gas spot exchange in
2020.
360T (foreign exchange) segment
360T (foreign exchange) segment: key indicator
FINANCIAL KEY FIGURES
Net revenue
Trading
Other (incl. connectivity and member fees)
Operating costs
EBITDA
2020
2019
Change
€m
Deutsche Börse Group | Annual report 2020
1) Previous year adjusted.
Executive and Supervisory Boards
Financial statements
34
18.9
19.9
-5
125.7
111.7
13
Other (incl. connectivity and member fees)
151.4
43.8
-5
Operating costs
EBITDA
-158.8
-148.6
5
258.7
186.5
46.3
203.3
19
329.3
Notes
Further information
<3
The Eurex FX market also expanded further, despite the global events mentioned above. Especially Open
Interest and the average daily trading volume reached new highs in 2020. A total of more than 600,000
contracts were traded (2019: around 96,300), with a new daily record of 130,000 contracts in June
2020. Average monthly Open Interest rose year-on-year in the reporting period by around 1,250 per
cent (from USD 320 million 2019 to USD 4.8 billion). To further support this positive trend Eurex
introduced European-style FX options in the second half of the year, as well as connecting numerous
new clearing members, liquidity providers and trading participants and activating them for trading and
clearing.
In addition to the success of the Eurex exchange with listed FX derivatives, Eurex Clearing is seeing
increasing demand for its OTC FX clearing service. Increasingly more customers are interested and are
partly already in the process of being connected to the service.
Xetra (cash equities) segment
Xetra (cash equities) segment: key indicators
2020
2019¹)
Change
FINANCIAL KEY FIGURES
Net revenue
Trading and clearing
Listing
Xetra Data
€m
€m
%
391.7
Management report | Report on economic position
72.1
The financial result totalled €-76.9 million (2019: €-53.7 million). Compared to the prior year, the
increase resulted from provisions for interest on potential tax backpayments.
4
Further information
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
333
33
For Deutsche Börse Group the financial year 2020 was defined by the course of the Covid-19 pandemic,
which in some cases had a significant impact on segment earnings. In an extraordinarily volatile market
environment, the Group saw significant earnings increases in the first quarter of 2020, whereas markets
became increasingly subdued over the remainder of the year and prime rates fell to new lows worldwide.
It was only in the fourth quarter that maket activity picked up again slightly, triggered by the hope of an
economic recovery following the development of a suitable vaccine against Covid-19. Looking at the full
year, all segments contributed to the Group's growth, with the exception of Clearstream. Secular net
revenue rose across the Group by 5 per cent as planned, driven by product innovations, greater market
share and new customer wins, particularly in the segments Eurex, EEX, 360T, IFS and Qontigo. Cyclical
effects contributed a total of 2 per cent to net revenue growth. Positive factors, such as the increase in
trading volumes of equity index derivatives (Eurex segment) and cash equities (Xetra segment) were
offset by a significant decline in net interest income from banking business (Clearstream), particularly
due to the interest rate cuts by the US central bank. The Group also reported an increase of 2 per cent in
net revenue due to consolidation, primarily relating to the acquisitions of Axioma (Qontigo segment) and
the UBS fund distribution platform Fondcenter AG (IFS segment). Net revenue in the reporting therefore
rose to €3,213.8 million (2019: €2,936.0 million), an increase of 9 per cent.
Results of operations
For further information on the comparability of figures please see note 3.
Business in the former Data segment is now being reported within the Xetra (cash equities) and
Eurex (financial derivatives) segments.
■
(post-trading) segment.
■ The former GSF (collateral management) segment has been fully allocated to the Clearstream
With effect from the first quarter of 2020, Deutsche Börse Group has adjusted the segment reporting
structure, in order to further enhance transparency regarding the Group's growth areas.
Comparability of figures
<3
<3
Operating costs for Deutsche Börse Group came to €1,368.7 million in the reporting period (2019:
€1,264.4 million) and were made up of staff costs and other operating expenses. Accounting for
exceptional items of €155.3 million (2019: €134.9 million) in connection with expenses to cut
structural costs as part of the Roadmap 2020, acquisition costs and advisory costs in the context of
litigation, adjusted operating costs came to €1,213.4 million (2019: €1,129.5 million). This represents
an increase of 7 per cent, which is primarily due to consolidation effects from the acquisition of Axioma
and higher investment.
Adjusted other operating expenses of €426.9 million (2019: €423.8 million) mainly reflect the costs of
upgrading and operating Deutsche Börse Group's technological infrastructure. This includes, for
example, costs for the Group's own IT and for external IT service providers. Also included are the costs of
office infrastructure at all the Group's locations. This figure does not include exceptional items of €118.9
million (2019: €92.8 million) related to the cost of M&A activities.
Undiluted earnings per share on the basis of a weighted average of 183.4 million shares was €5.89
(2019: €5.47). After adjustment this rose by 9 per cent to €6.57 (2019: €6.03).
Power spot
Further information
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
34
Net profit for the period attributable to non-controlling interests rose to €45.2 million (2019: €31.5
million) and consisted mainly of the profits attributable to non-controlling interests in the EEX Group and
Qontigo GmbH, which put in a good performance in 2020.
€1,079.9 million (2019: €1,003.9 million), an increase of 8 per cent. Adjusted for exceptional items,
this increased by 9 per cent to €1,204.3 million (2019: €1,105.6 million).
Overall, the net profit for the period attributable to Deutsche Börse Group shareholders was
The Group's tax ratio of 26 per cent was on par with the previous year.
Deutsche Börse Group | Annual report 2020
Depreciation, amortisation and impairment losses, which are reported separately from the operating
costs, went up to €259.2 million (2019: €222.9 million) due to higher capital expenditure and
consolidation effects.
Deutsche Börse Group increased its earnings before interest, tax, depreciation and amortisation
(EBITDA) to €1,869.4 million (2019: €1,678.3 million). Adjusted EBITDA rose to €2,024.7 million
(2019: €1,813.2 million).
Results from financial investments rose to €24.3 million (2019: €6.7 million) and stem primarily from a
mark-up in the equity method measurement of Tradegate AG Wertpapierhandelsbank (Xetra segment)
which recorded a very strong performance in the reporting year.
Adjusted staff costs increased in 2020 by 11 per cent to €786.5 million (2019: €705.7 million),
largely due to higher average staff numbers as a result of acquisitions. This figure does not include
exceptional items of €36.4 million (2019: €42.1 million) which mainly include costs of efficiency
measures in the context of the Structural Performance Improvement Programme (SPIP) introduced in
2018.
Further information
Notes
Financial statements
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
31
In addition, individual service contracts with Executive Board members include agreements on
compensation in the event of a change of control. Such agreements are no longer provided for in the
remuneration system for Executive Board members presented for approval to the Annual General
Meeting 2020 or in the remuneration system to be presented to the Annual General Meeting 2021. A
description of the existing agreements as well as the changes in the remuneration systems can be found
in the remuneration report.
■ Based on the previous remuneration system for Executive Board members presented to the Annual
General Meeting 2016, under certain conditions the Executive Board members of Deutsche Börse AG
have a special termination right in the event of a change of control. According to the agreements made
with all Executive Board members, a change of control occurs if (1) a shareholder or third party
discloses possession of more than 50 per cent of the voting rights in Deutsche Börse AG in accordance
with sections 33 and 34 of the German Securities Trading Act (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 Section 2 of the German Transformation Act
(UmwG).
■ The terms of the €500.0 million fixed-rate bonds 2015/2025, the €600.0 million fixed-rate bonds
2018/2028, and the €600.0 million fixed-rate bonds 2012/2022, which were all issued by Deutsche
Börse AG, all give the respective bondholders a termination right in the event of a change of control (as
defined in the terms of the respective bond). If these termination rights are exercised, the bonds are
repayable at par plus any accrued interest. A change of control occurs 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 respective bond terms require that the change of control must adversely affect the rating given to
one of the preferential unsecured debt instruments of Deutsche Börse AG by Moody's Investors
Services, Inc., S&P Global Ratings or Fitch Ratings Limited. Further details can be found in the
applicable bond terms.
■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2020/2047 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control (as defined in the
terms of the bond), which, if exercised, entitles Deutsche Börse AG to redeem the bonds at par, plus
accrued interest. If Deutsche Börse AG does not exercise this termination right, the affected bonds'
coupon will increase by an additional 500 basis points per annum. A change of control occurs 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 control must
adversely affect the long-term rating given to Deutsche Börse AG by Moody's Investors Services, Inc.,
S&P Global Ratings or Fitch Ratings Limited. Further details can be found in the applicable bond
terms.
<3
Further information
Notes
Financial statements
Management report | Fundamental information about the Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
Further information
Report on economic position
Macroeconomic and sector-specific environment
<3
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
32
32
As described in the macroeconomic section of this report, it became apparent in spring 2020 that the
infectious disease Covid-19 that broke out in late 2019 in China would have a significantly adverse
effect on the performance of the world economy and so also an impact on business developments at
Deutsche Börse Group. The rapid spread of the virus around the world caused great uncertainty among
market participants and an unusual level of market activity on cash equities and derivatives markets.
Governments and central banks around the world tried to contain the economic consequences of the
Covid-19 pandemic with unprecedented stimulus programmes, emergency lending, cuts to prime
interest rates and bond purchase programmes. The Federal Reserve, the US central bank, reduced its
target range for the prime rate in the USA from 0.25 to 0.00 per cent, combined with various
government policy measures, while the European Central Bank (ECB) increased the Pandemic
Emergency Purchase Programme, PEPP) for sovereign and corporate bonds to €1.85 trillion and
extended its minimum duration. Changes in the interest rate in particular had a negative impact on
treasury result from banking business in the Clearstream segment. From the second quarter onwards,
high liquidity levels and market hopes of a swift economic recovery resulted in a steep rise in leading
international indices. This rather obscured the burdens from the trade conflict between the USA and
China and the risk of a no-deal Brexit. Market volatility increased slightly in the fourth quarter following
a breakthrough in the development of suitable vaccines against Covid-19. This in turn boosted market
activity in cash equities and derivatives markets.
Business developments
In its January estimate the International Monetary Fund (IMF) predicted a global contraction of 3.5 per
cent for 2020. Negative growth of 7.2 per cent is expected for the euro area and of 5.4 per cent for
Germany.
Comparison of results of operations with the forecast for 2019
regulatory projects and the resulting stricter requirements for capital market participants
■
■ concentrated monetary policy measures by central banks in response to provide liquidity, in
combination with historically low interest rates around the world
higher levels of debt being taken on by many states to alleviate the consequences of the economic
burdens
great uncertainty among participants in financial and capital markets due to the lack of visibility about
the trajectory of the pandemic, combined with the spike in market volatility in the first half-year (as
measured by the VSTOXX® index).
■
■ substantial restrictions on economic and social activities (lockdown)
■ the massive slowdown in the global economy, particularly in the first half-year 2020, due to the
outbreak of the Covid-19 pandemic
Macroeconomic conditions continue to have an influence on the business development of Deutsche
Börse Group despite the growing importance of structural growth factors. The main factor affecting
financial year 2020 was the outbreak of the Covid-19 pandemic, its global economic impact and the
challenges of dealing with the virus and its containment. This had a massive impact on the
macroeconomic environment. The following aspects are particularly noteworthy:
uncertainty until year-end regarding the terms of the United Kingdom's withdrawal from the EU and its
impact on markets.
For 2020 Deutsche Börse Group forecast a secular increase in net revenue of at least 5 per cent on the
basis of its various growth initiatives. In terms of the impact of macroeconomic factors on cyclical growth
the Group assumed a slight improvement year on year. By the time the combined management report
2019 was published, however, it was already apparent that the viral infection Covid-19 would have a
significant adverse impact on global economic performance, although the actual pandemic and its long-
term effects were not foreseeable at the time. Specifically, there was no assumption of significant cuts in
US interest rates in the first quarter. On the other hand the great uncertainty among market participants
led to much more market activity than expected in the first half-year. Despite these setbacks, Deutsche
Börse Group achieved secular growth in net revenue of 5 per cent and so met its forecast.
<3
35
36
The offer and trading in ESG-specific derivatives developed well in the reporting period, particularly for
Euro STOXX ESG derivatives. Here the trading volume for the full year passed the 1 million contract
mark for the first time. There was also much greater interest in new products featuring exchange-traded
forex derivatives (FX-Futures), primarily FX-Futures on the euro/US dollar rate.
In 2020 the strongly fluctuating market volatility, as measured by the volatility index VSTOXX, had a
significant impact on market activity and thus also on trading volumes for financial derivatives.
Accordingly, when volatility spiked in the first half of 2020, significantly more financial derivatives were
traded than in the second half-year. Equity index derivatives in particular saw year-on-year volume
increases. This also includes growth in new products such as MSCI, total return and dividend
derivatives. The sharp decrease in volumes of equity derivatives is primarily due to high trading volumes
in 2019, in addition to an unfavourable market environment in the second half of 2020. Monetary and
interest rate policy decisions to alleviate the economic impact of the Covid-19 pandemic significantly
reduced the likelihood of higher long-term interest rates in Europe and resulted in less market activity in
interest rate derivatives. Trading volumes in the Eurex segment across all product groups reached
1,861.4 million contracts in the 2020 financial year (2019: 1,947.1 million).
In the Eurex (financial derivatives) segment, Deutsche Börse Group reports on the financial derivatives
trading and clearing business at Eurex Exchange. The clearing volume of OTC interest rate swaps, one of
the secular growth factors for Deutsche Börse Group, is reported as a separate item within the segment.
The performance of the Eurex segment largely depends on the trading activities of institutional investors,
and proprietary trading by professional market participants. From the start of the financial year reporting
also covers the marketing of licences for Eurex-specific real-time trading and market signals and the
provision of historical data and analytics from the former Data segment.
1) Previos year adjusted
8
678.5
738.8
EBITDA
13
-333.8
-373.1
Operating costs
11
With an anticipated increase in secular net revenue of at least 5 per cent and operating costs ranging
accordingly, Deutsche Börse Group had expected adjusted net profit attributable to Deutsche Börse AG
shareholders to go up to around €1.20 billion. Although the course of business differed substantially
from the original forecast due to the Covid-19 pandemic, the company was able to increase its adjusted
net profit attributable to shareholders of Deutsche Börse AG to €1,204.3 million and so exactly meet the
forecast. Moreover, the Group achieved a ratio of net debt to adjusted EBITDA of 1.0, which is well
below the target value of 1.75 maximum. In line with projections, the operating cash flow was clearly
positive. Investments in property, plant and equipment, as well as intangible assets amounted to
€195.5 million, in line with the forecast of around €200 million. The dividend ratio is generally in the
middle of a range of 40 to 60 per cent of adjusted net profit for the period attributable to Deutsche Börse
AG shareholders. According to the proposal made to the Annual General Meeting, based on a proposed
dividend of €3.00 per share, this target was also realised with a ratio of 46 per cent.
Other (incl. connectivity and member fees)
-2
Deutsche Börse Group | Annual report 2020
60.8
Executive and Supervisory Boards
Financial statements
289.3
302.2
Net revenue
%
€m
€m
FINANCIAL KEY FIGURES
Change
2019
2020
EEX (commodities) segment: key indicators
EEX (commodities) segment
Growth in clearing of OTC derivatives continued in financial year 2020. The average outstanding
notional volume again beat the previous year's figure by 43 per cent, which means that Eurex Clearing
has a global market share of 17.5 per cent in euro-denominated OTC interest rate derivatives (2019:
14.5 per cent). By refining the incentive programmes for transferring interest rate derivative portfolios to
Eurex Clearing, customers are now supported in an even more purposeful way when migrating their
positions to the EU-27.
The sharp rise in volatility in the first quarter of 2020 also led to an increase in collateral deposited with
Eurex Clearing. The resulting net revenue rose accordingly.
<3
Further information
Notes
Management report | Report on economic position
59.8
121.2
63
1,110.3
Net revenue
Eurex Data
€m
€m
FINANCIAL KEY FIGURES
Change
2019¹)
1,009.3
2020
<3
Eurex (financial derivatives) segment
Further information
Notes
Management report | Report on economic position
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
55
Eurex (financial derivatives) segment: key indicators
10
%
540.5
52.3
85.4
Margin fees
33
Equity index derivatives
41.2
54.9
OTC clearing (incl. net interest income on margins for OTC interest rate swaps)
-5
37
48.4
Equity derivatives
-5
210.9
200.1
Interest rate derivatives
12
484.0
51.1
Cash outflow for financing activities came to €254.2 million in 2020 (2019: inflow of €99.4 million). A
bond issued by Clearstream Banking AG resulted in a cash inflow of €350 million. The dividend of
€531.9 million paid in 2020 was higher than the previous year €495.0 million), which is due to the
year-on-year increase in the dividend per share from €2.70 to €2.90.
The positive cash flow from operating activities, sufficient credit lines and its flexible management and
planning system mean that Deutsche Börse Group was adequately supplied with liquidity in 2020.
For further details of cash flow, see the consolidated cash flow statement and Note 20 to the
consolidated financial statements.
Issue volume
Deutsche Börse Group primarily meets its operating liquidity requirements from internal financing, i.e. by
retaining generated funds – with a view towards maintaining sufficient liquidity in order to be able to
meet all of the Group's payment obligations when due. An intra-Group cash pool is used 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 secured by liquid bonds from prime-rated
issuers. Moreover, Deutsche Börse AG has access to external sources of financing, such as bilateral and
syndicated credit lines, as well as a commercial paper programme (see note 23 to the consolidated
financial statements for details of financial risk management). In recent years, Deutsche Börse AG has
leveraged its access to the capital markets to issue corporate bonds in order to meet its structural
financing needs.
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2020)
Type
Liquidity management
Further information
45
Term to
thereof financial instruments held by central counterparties
Current assets
thereof financial instruments held by central counterparties
thereof restricted bank balances
thereof other cash and bank balances
EQUITY AND LIABILITIES
Equity
Liabilities
thereof non-current liabilities
thereof financial instruments held by central counterparties
thereof financial liabilities measured at amortised cost
thereof deferred tax liabilities
thereof current liabilities
thereof financial instruments held by central counterparties
thereof financial liabilities measured at amortised cost
thereof cash deposits by market participants
31 Dec 2020
€m
31 Dec 2019
€m
152,767.7
137,165.3
14,596.7
11,706.9
davon erfolgsneutral zum beizulegenden Zeitwert bewertete Beteiligungen
thereof financial assets measured at amortised cos
thereof financial assets
thereof other intangible assets
A-1+
Deutsche Börse AG regularly has its credit quality reviewed by S&P Global Ratings, while Clearstream
Banking S.A. is rated by Fitch Ratings and S&P Global Ratings, and Clearstream Banking AG by S&P
Global Ratings.
On 05 August 2020, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a
stable outlook. The rating reflects Clearstream Banking's leading position in the post-trade business and
its diligent liquidity management, as well as its impeccable capitalisation.
In 2020, S&P Global Ratings left the AA credit ratings of Deutsche Börse AG and Clearstream Banking
S.A. unchanged. Deutsche Börse AG's rating reflects the assumption that the Group will continue its
growth strategy. S&P Global Ratings confirmed the AA credit rating on 19 November 2020 in the course
of the intended takeover of Institutional Shareholder Services, Inc. Clearstream Banking S.A.'s rating
reflects its strong risk management, minimal debt levels and strong position on the international capital
markets, especially through its international custody and transaction business.
On 23 November 2020 S&P Global Ratings gave Clearstream Banking AG a AA credit rating with a
stable outlook. The rating reflects its strong position in post-trading and its core importance in the
Clearstream Group.
As at 31 December 2020, Deutsche Börse AG was one of only two DAX-listed companies awarded an
AA rating by S&P Global Ratings.
48
48
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
5,723.2
Management report | Report on economic position
Notes
Further information
<3
Net assets
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
Consolidated balance sheet (extract)
ASSETS
Non-current assets
thereof intangible assets
thereof goodwill
Financial statements
AA
5,008.4
3,470.5
6,934.7
5,234.2
2,637.1
2,627.2
216.7
226.3
135,180.2
122,444.3
80,673.1
77,411.5
15,018.6
14,432.1
38,188.8
29,755.8
Deutsche Börse Group's total assets increased year on year by 11 per cent. The increase in intangible
assets resulted primarily from the acquisitions of Fondcenter and Quantitative Broker. This particularly
gave rise to significantly higher goodwill.
Much higher cash, restricted bank balances and financial instruments held by central counterparties as
at the reporting date were also responsible for the rise.
49
49
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Report on economic position
8,610.4
11,031.4
131,054.7
146,211.6
1,255.4
1,040.9
8,086.0
6,027.6
997.5
698.7
111.4
66.3
6,934.7
5,234.2
3,957.6
138,171.0
80,768.1
78,301.5
38,420.1
29,988.7
1,467.3
888.1
152,767.7
137,165.3
6,556.1
6,110.6
125,458.4
ISIN
A-1+
F1+
Financial statements
Notes
Further information
<3
Capital management
The Group's clients generally expect it to maintain conservative interest coverage and leverage ratios,
and hence to achieve a good credit rating.
The Group is committed to achieving the minimum financial risk profile that is consistent with an AA
rating in accordance with S&P Global Ratings methodology. Furthermore, the company endeavours to
maintain the strong AA credit rating of its subsidiaries Clearstream Banking S.A. and Clearstream
Banking AG, in order to ensure the long-term success of its Clearstream securities settlement and
custody segment. The activities of the Eurex Clearing AG subsidiary also require Deutsche Börse AG to
have and maintain a strong credit quality.
To this end, the Group aims for the following relevant key performance indicators:
■ Net debt to EBITDA ratio: no more than 1.75
■Free funds from operations (FFO) to net debt: equal to or greater than 50 per cent
■ Interest cover ratio: at least 14
Tangible equity (for Clearstream Banking S.A.): total of at least €1.100 million
When calculating these key performance indicators, Deutsche Börse Group closely follows the
methodology applied by S&P Global Ratings:
■ To determine the rating relevant EBITDA, reported EBITDA is adjusted by the result from strategic
investments, as well as by unfunded pension obligations. The rating relevant EBITDA for 2020 was
€1,852 million.
■ In order to determine the rating relevant FFO, interest and tax expenses are deducted from the rating
relevant EBITDA. The rating relevant FFO in 2020 amounted to €1,420 million.
■ The rating relevant Group's net debt is reconciled by first deducting 50 per cent of the hybrid bond, as
well as the surplus cash as at the reporting date, from gross debt (i.e. from interest-bearing liabilities).
Liabilities from operating leases and unfunded pension obligations are then added. The rating relevant
net debt in 2020 amounted to €1,861 million.
-
■ The parameters used to determine the rating relevant interest expenses include interest expenses for
financing Deutsche Börse Group, less interest expenses of Group entities which are also financial
institutions including Clearstream Banking S.A., Clearstream Banking AG, and Eurex Clearing AG.
Interest expenses incurred which are not related to Group financing are not included in the calculation
of interest expenses. Only 50 per cent of the hybrid bond is counted towards interest expenses. The
rating relevant interest expenses totalled €53 million in 2020.
Deutsche Börse AG has declared its intention not to reduce the tangible equity (equity less intangible
assets) of Clearstream Banking S.A. below €1,100 million. Clearstream Banking S.A. exceeded this
threshold during the year under review, with a figure of €1,461 million.
46
46
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
<3
Maturity
Coupon
Listing
(p.a.)
Fixed-rate bearer bond
€600 m
Fixed-rate bearer bond
€500 m
Fixed-rate bearer bond
€600 m
Deutsche Börse Group | Annual report 2020
Fixed-rate bearer bond
(hybrid bond)
DE000A1RE1W1
DE000A1684V3
DE000A2LQJ75
DE000A289N78
10 years
10 years
October 2022
October 2025
March 2028
10 years
Call date
7 years/final
maturity in
27 years
June 2027/
June 2047
2.375% Luxembourg/Frankfurt
1.625% Luxembourg/Frankfurt
1.125% Luxembourg/Frankfurt
1.250% Luxembourg/Frankfurt
(until call
date)
€600 m
AA
Executive and Supervisory Boards
Financial statements
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
Credit ratings
Credit ratings
Deutsche Börse AG
S&P Global Ratings
Clearstream Banking S.A.
Fitch Ratings
S&P Global Ratings
Clearstream Banking AG
S&P Global Ratings
<3
Long-term
Short-term
AA
A-1 +
AA
47
For the 2020 financial year, Deutsche Börse AG is proposing that the Annual General Meeting resolve to
pay a dividend of €3.00 per no-par value share (2019: €2.90). This dividend is equivalent to a
distribution ratio of 46 per cent of adjusted net profit for the period, attributable to shareholders of
Deutsche Börse AG, adjusted for the non-recurring items described in the Results of operations
(2019: 48 per cent, also adjusted). Based on 183.5 million no-par shares with dividend rights, this
would result in a total dividend payment of €550.6 million (2019: €531.9 million). The number of
shares with dividend rights is produced by deducting 6.5 million treasury shares from the ordinary share
capital of 190.0 million shares.
Deutsche Börse Group generally aims to distribute dividends equivalent to between 40 and 60 per cent
of adjusted net profit for the period attributable to the shareholders of Deutsche Börse AG. Within this
range, the Group manages the actual payout ratio mainly relative to the business performance and
based on continuity considerations. In addition, the company plans to invest the remaining available
funds primarily in the Group's complementary external development. Should the Group not be able to
invest these funds, additional distributions, particularly in the form of share buy-backs, would be another
possible use for them.
Dividends and share buy-backs
Notes
Further information
<3
The following table "Relevant parameters" illustrates the calculation methodology and shows the values
for the reporting year.
Relevant key performance indicators according to the adjusted calculation
method
Net debt/ EBITDA
Free funds from operations (FFO) / net debt
Interest coverage ratio
Tangible equity of Clearstream Banking S.A. (as at the reporting date)
Target figures
Management report | Report on economic position
2020
1.0
%
≥ 50
76
> 14
35
€m
≥ 1,100
1461
S&P Global Ratings bases the calculation of key performance indicators on the corresponding weighted
average of the reported or expected results of the previous, the current and the following reporting
period. To ensure the transparency of the key performance indicators, the Group reports them based on
the respective current reporting period.
≤ 1.75
Further information
14.4
Financial statements
Financial statements
34
53.6
72.0
14
76.7
87.4
27
183.1
232.8
Fund distribution
Settlement
Custody
Net revenue
%
Other (incl. connectivity, order routing and reporting fees)
Operating costs
59.0
52.8
12
Notes
Financial statements
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
42
The acquisition of a majority stake in UBS's fund distribution platform Fondcenter AG is a further
important milestone in the reporting year. Since 30 September 2020, the newly combined and
separately reported business of Clearstream Fund Centre is the centre of excellence for global fund
distribution services within Deutsche Börse Group with assets under administration of around €290
billion. It is considered to be one of the leading market providers in the world. Fund distributors now
have access to contracts covering more than 70,000 funds globally. Usually resource-intensive
distribution support services such as fee management and research as well as the administration of fund
data and documentation can be streamlined in an efficient way by using Clearstream Fund Centre's
services. Alternatively, they can also be outsourced to Clearstream entirely. Asset managers benefit from
Clearstream's global client network which brings additional scope and efficiency in the distribution of
investment funds.
€m
Clearstream Fund Desk - a service for fund distribution support founded in the course of the Swisscanto
Funds Centre Ltd. Integration - achieved positive growth. Clearstream Australia Limited, former Ausmaq
Limited, the specialist managed funds services business which was acquired from National Australia
Bank Limited in May 2019, shows the same positive development.
In the IFS (investment fund services) segment, Deutsche Börse Group reports the order routing and
settlement activity and custody volumes of mutual, exchange-traded, and alternative funds processed by
Clearstream. Clients can settle and manage their entire fund portfolio via Clearstream's VestimaⓇ fund
processing platform. The new Fund Distribution unit also covers the fund platform business of
Clearstream Fund Centre, a merger of the existing Clearstream Fund Desk with the recently acquired
UBS Fondcenter AG business. Net revenue in the IFS segment is largely a function of the value of assets
under custody and the number of orders and transactions processed.
58
72.8
7
-110.3
-117.5
115.2
EBITDA
The IFS segment can look back at a successful business year 2020. Fund settlement as well as custody
activity partly gained significantly with regard to volumes, which are considered to be the main driver for
net revenue growth. This results on one hand from a steadily growing client base, on the other hand
from strongly active market participants due to market conditions. Establishing Vestima as a platform
solution to manage this fund business efficiently from a single source is key to IFS' success.
€m
FINANCIAL KEY FIGURES
Change
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
<3
Group equity rose by 7 per cent compared with the previous year. This was mainly due to the net profit
for the reporting year 2020, less the dividend payment for the previous financial year.
Deutsche Börse Group invested a total of €195.4 millionin the reporting year (2019: €184.7 million) in
intangible assets and property plant and equipment (capital expenditure, CAPEX). The Group's largest
investments were in the Clearstream and Eurex segments.
Working capital
Financial statements
Working capital comprises current assets less current liabilities, excluding technical closing-date items.
Current assets, excluding technical closing-date items, amounted to €1,289.9 million (2019:
€898.4 million). As Deutsche Börse Group collects fees for most of its services on a monthly basis, the
trade receivables of €616.6 million included in current assets as at 31 December 2020 were relatively
low compared with net revenue (31 December 2019: €447.3 million). The significant increase in trade
receivables was particularly due to the acquisition of Fondcenter AG, which led to a similar increase in
trade payables. The current liabilities of the Group, excluding technical closing-date items, amounted to
€1,374.5 million (2019: €1,072.9 million, excluding technical closing-date items). The Group therefore
had slightly negative working capital of €84.6 million at year-end (2019: €174.5 million).
The "financial instruments of the central counterparties" item relates to the function performed by Eurex
Clearing AG and European Commodity Clearing AG: since they act as the central counter parties for
Deutsche Börse Group's various markets, their financial instruments are carried in the balance sheet at
their fair value. The financial instruments of the central counterparties are described in detail in the risk
report and in notes 12 and 23 to the consolidated financial statements.
Market participants linked to the Group's clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under "restricted bank
balances". The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €38.2 billion and €62.2 billion
(2019: between €29.6 billion and €32.3 billion).
Value added: breakdown of company performance
Value added is calculated by subtracting depreciation and amortisation as well as external costs from
the company performance. In 2020, the value added by Deutsche Börse Group amounted to
€2,400.7 million (2019: €2,194.8 million). The breakdown shows that large portions of the generated
value added flow back into the economy: 24 per cent (€577.2 million) benefit shareholders in the form
of dividend payments, while 34 per cent (€822.9 million) was attributable to staff costs in the form
of salaries and other remuneration components. Taxes accounted for 17 per cent (€403.1 million), while
2 per cent (€49.6 million) was attributable to external creditors. The 23 per cent value added that
remained in the company (€547.9 million) is available for investments in growth initiatives, among other
things.
50
50
Notes
Technical closing-date items
Further information
Notes
<3
2019
2020
IFS (investment fund services) segment: key indicators
<3
IFS (investment fund services) segment
Further information
Notes
Further information
Management report | Report on economic position
Financial statements
Deutsche Börse Group | Annual report 2020
41
Average outstanding volumes in collateral management and securities lending grew significantly in the
reporting year. Whilst net revenue in collateral management (Repo und Tri-Party Collateral Service) are
directly related to the volumes outstanding, central banks' money market measures lead to ample
liquidity in the market thus putting lending fees under pressure. Ultimately this effect more than offset
the positive performance of net revenue from collateral management.
The net interest income from banking business was influenced by falling or exceptionally low interest
rates in the reporting year. The US central bank Fed cut its prime rate in the US to 0.00 to 0.25 per cent
in mid-March, which in turn had a negative impact on interest income on deposits in US dollars. Even
the introduction of a cash handling fee of 30 basis points on US dollar-denominated deposits could only
partly offset the interest rate effects.
-
Issuance activity on the bond market increased significantly driven by corporates as well as the public
sector due to growing financing needs during financial year 2020. This development led to a higher
average value of assets under custody in the central securities depository (CSD) and international central
securities depository (ICSD). In June, said figure surpassed the €12 trillion mark for the first time.
Much higher trading volumes resulting from higher average volatility also pushed the number of
settlement transactions up by 27 per cent - with a record volume of 7.5 million transactions in March -
which had a significantly positive impact on net revenue in the Clearstream segment.
Since the start of the financial year the performance of Clearstream services in securities financing and
securities management - the former GSF (collateral management) segment – has now been fully
allocated to the Clearstream segment.
Executive and Supervisory Boards
Qontigo (index and analytics business) segment
Notes
Qontigo (index and analytics business) segment: key indicators
€m
2019
2020
Cash and cash equivalents at end of period
Other cash and bank balances
Cash flows from financing activities
Cash flows from investing activities
Cash flows from operating activities
Cash flows from operating activities excluding CCP positions
Cash flow
Financial position
Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes to
average equity available to the Group during the course of 2020. In the reporting year, it was at 18.1
per cent (2019: 19.3 per cent). Adjusted for the exceptional items described in Results of operations,
the return on equity was 20.2 per cent (2019: 21.3 per cent).
Development of profitability
<3
Further information
Notes
€m
1,523.0
1,412.0
1,030.6
926.1
<3
Management report | Report on economic position
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
44
g
Cash outflows for investing activities came to €787.7 million in 2020 (2019: €722.9 million), and
stemmed largely from the acquisitions of Fondcenter AG and Quantitative Brokers LLC, which resulted in
cash outflows of €448.5 million, compared with a cash outflow of €666.4 million in 2019, primarily for
the acquisition of Axioma. Investment in intangible assets, property, plant and equipment of
€195.4 million was slightly up on the year (€184.7 million).
Financial statements
Cash flow from operating activities was €1,523.0 million (2019: €1,030.6 million) before changes in
CCP positions on the reporting date. Cash flow from operating activities stemmed mainly from the higher
net profit of €1,125.1 million (2019: €1,035.4 million) and the positive year-on-year changes in
working capital (2019: €82.8 million; 2019: €-273.0 million).
Cash and cash equivalents at Deutsche Börse Group, i.e. its liquidity, 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. The increase in Group liquidity, which is reflected in significantly higher cash and
bank balances of €2,506.7 million (31 December 2019: €1,467.3 million), mainly reflects cash
inflows from operating activities, offset principally by cash outflows for acquisitions.
888.1
2,145.5
2,506.7
1,467.3
99.4
- 254.2
- 787.7
In the 2020 financial year, Deutsche Börse Group generated a positive cash flow of €370.0 million
(2019: €302.6 million). The information value of Deutsche Börse Group's cash flow is limited since the
CCP positions which are subject to significant fluctuations on the reporting date, as well as the inflows
and outflows from the banking business, result in distortions. Adjusted for these effects of
€111.0 million (31 December 2019: €104.5 million), the cash flow in 2019 can essentially be
explained as follows:
Management report | Report on economic position
- 722.9
Deutsche Börse Group | Annual report 2020
34.7
30
190.2
248.1
Analytics
Operating costs
EBITDA
Other licences
Exchange licences
38.7
2019
%
€m
€m
FINANCIAL KEY FIGURES
Change
Executive and Supervisory Boards
2020
Net revenue
-10
ETF licences
31.5
After a strong start to the year in the analytics business, the restrictions imposed to contain the Covid-19
pandemic made sales and implementation activities difficult. Since net revenue in this area depends
mainly on the order value and a significant part of revenue is tied to the date of the transaction (rather
than distributing revenue over the course of the contract), the restrictions in connection with Covid-19
caused revenue to fluctuate or decline. Axioma's net revenue is only shown pro rata for 2019 as the
takeover of Axioma was closed on 13 September 2019.
34.7
European stock markets and the corresponding indices were buffeted in 2020 by a strong outflow of
investment capital as the Covid-19 pandemic unfolded, the hope for a rapid economic recovery and the
prospect of the development of a vaccine. Average assets under management in ETFs on STOXX and
DAX indices fell by 7 per cent in the reporting year, even though significant inflows were recorded in the
fourth quarter of 2020. As a result, the ETF licence revenues also fell year-on-year. Exchange licences
were up by 10 per cent due to a strong first quarter in index derivatives trading and a moderate
performance for the remainder of the year. Other licence revenues benefitted from the growing number of
licenced products and on average higher back billing effects.
In the Qontigo (index and analytics business) segment, Deutsche Börse Group reports on the
development of its subsidiary, Qontigo, which was formed through the merger of the index business
STOXX and DAX with Axioma in September 2019. In the index business, Qontigo offers issuers an
extensive range of indices, thus providing these issuers with a wealth of opportunities to create financial
instruments for even the most diverse investment strategies. While the ETF licence revenues depend on
the volume invested in exchange-traded index funds (ETFs) on STOXX® and DAX® indices, the exchange
licence revenues are derived mainly from the volume traded in index derivatives on STOXX and DAX
indices on Eurex. Licence fees from structured products are shown as part of other licence fees. In
Analytics, Qontigo offers its clients risk analytics and portfolio-management software.
89.2
23
-101.0
-123.8
124.1
39
25.8
10
183
105.6
43
12
73.1
94.2
140.15
24.0
Deutsche Börse shares
Year-end closing price
20
€
€bn
77.54
14.0
96.80
17.2
104.95
21.5
Average market capitalisation
1.0
Rating key figures
Net debt / EBITDA
1.2
1.1
1.1
1.0
Free Funds from Operations (FFO) / net debt
%
58
139,25
27.7
213)
4,731
184)
59
543)
533)
493)
483)
463)4)
Employees (average annual FTEs)
5,183
5,397
5,835
6,522
Tax rate
%
27
273)
273)
263)
263)
Return on shareholders' equity (annual average)5)
%
193)
213)
69
54
76
Financial statements
Notes
Further information
<3
The area of human and employee rights was identified as non-material for Deutsche Börse Group by its
stakeholders during the materiality analysis according to HGB and GRI, and is thus not included in the
non-financial statement. Nevertheless, active protection of human and employee rights is a key element
of Deutsche Börse Group's corporate responsibility: the Group addresses this at various points along the
value chain. In addition, complying with human and employee rights is a key pillar of the Group's
human resources policy. Specific topics (e.g. diversity) are discussed in the "Employees" section and on
the website www.deutsche-boerse.com > Sustainability > Our ESG profile > Employees > Guiding
principles. Deutsche Börse Group furthermore reports on sustainability in procurement management on
its website at www.deutsche-boerse.com > Sustainability > Our ESG profile > Procurement
management and is aware of its responsibility as a global company. It joined the UN Global Compact in
2009.
When the materiality analysis was carried out the stakeholders did not consider taxes to be material
either. Deutsche Börse is nonetheless aware of its responsibilities in this area and so reports voluntarily
on its tax strategy and handling of tax legislation in the section “Compliance - including combat against
corruption and bribery".
As an international capital markets organiser, Deutsche Börse Group aims to build and grow market
participants' trust in its market structures. As a responsible member of society, it also endeavours to use
the expertise it deploys for the successful operation of its core business in a way that enables it to
contribute to resolving social problems. In this context, Deutsche Börse Group wishes to set a good
example. Please refer to the "Fundamental information about the Group" section for a detailed
description of Deutsche Börse Group's business model. Its sustainability strategy "Acting with an eye to
the future” defines the Group's understanding of entrepreneurial responsibility and guides its
operations. Please see the section entitled "Management approach for a Group-wide commitment to
sustainability".
As a member of the UN Global Compact (UNGC) and the Sustainable Stock Exchanges initiative (SSE),
Deutsche Börse Group has committed itself to implementing the 17 Sustainable Development Goals
(SDGs) of the "2030 Agenda for Sustainable Development" set by the UN. An overview of Deutsche
Börse Group's contribution to the corresponding targets can be found in the following "Overview: key
sustainability aspects" table.
%
54
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Overview: key sustainability aspects
<3
4
Relevant contents of the non-financial
statement according to section 289c
HGB¹)
Management report | Combined non-financial statement
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
53
1) Bonds that will mature in the following year are reported under "other current liabilities" (2014: €139.8 million, 2017: €599.8 million).
2) Proposal to the Annual General Meeting 2021
3) Adjusted for exceptional effects; please refer to the consolidated financial statements for the respective financial year for adjustment details.
4) Amount based on the proposal to the Annual General Meeting 2021
5) Net profit for the period attributable to Deutsche Börse AG shareholders / average shareholders' equity for the financial year based on the quarter-end balance of
shareholders' equity
Report on post-balance sheet date events
Deutsche Börse AG has successfully completed the acquisition of Institutional Shareholder Services Inc.,
Rockville, USA (ISS) a governance, ESG data and analytics provider on 25 February 2021. The closing
took place after the receipt of all necessary regulatory approvals. The transaction, announced in late
2020, is based on a valuation of US$2,275 million for 100 percent of the business cash and debt free.
For more details, see section Acquisitions.
To partially finance this acquisition, Deutsche Börse AG successfully placed senior bonds in the amount
of €1 billion on 15 February 2021, divided into two tranches with maturities of five and ten years. The
five-year bond has a negative yield of - 0.19 percent and a coupon of 0 percent, and the ten-year bond
has a yield of 0.19 percent and a coupon of 0.125 percent. In connection with the bond issues,
Standard & Poor's has confirmed Deutsche Börse AG's "AA" credit rating with a stable outlook.
52
42
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
79
Management report | Combined non-financial statement
Notes
Further information
Combined non-financial statement
<3
This combined non-financial statement for Deutsche Börse Group and the parent company Deutsche
Börse AG is integrated into the combined management report; it fulfils the provisions of sections 289b-e
and 315b-c of the Handelsgesetzbuch (HGB, German Commercial Code). It is also in accordance with
the standards ("Core" option) of the Global Reporting Initiative (GRI). A detailed overview of all GRI
indicators (GRI index) is available at www.deutsche-boerse.com > Sustainability > ESG ratings &
reporting > GRI. More detailed information that is referenced in the non-financial statement does not
form part of the statement itself. Provided no explicit statements are made for the parent company,
qualitative information within the meaning of the combined management report applies to Deutsche
Börse Group and the parent company Deutsche Börse AG. In some cases, quantitative details
concerning the parent entity are disclosed separately.
Deutsche Börse Group uses not only the financial figures outlined in the "Group management" section
for Group management, but also non-financial performance indicators - specifically, the availability of its
trading systems for the cash and derivatives markets and the share of women in executive positions. For
details regarding the targets pursued and the results achieved in the year under review, please refer to
the sections entitled "Social matters - systems availability" and "Corporate governance statement - target
figures for the proportion of female executives beneath Executive Board level".
A materiality analysis comprising continuous analyses and assessments of relevant internal and external
stakeholders' expectations and requirements is a key element of Deutsche Börse Group's sustainability
strategy. This process is aimed at identifying the issues required to understand the Group's business
performance, operating results, the situation of the company and the impact of its activities on non-
financial aspects. Thus, the Group is able to identify opportunities and risks in its core business activities
at an early stage and define concrete action areas on this basis. In 2020 an internal validation of the
previous action areas was carried out, which confirmed the results from 2018. Only the materiality of
the “Human Capital Development” area of activity was ranked higher by the internal stakeholders than in
the previous survey.
The combined non-financial statement outlines the objectives, actions, due diligence processes applied,
the involvement of the Group's management and other stakeholders, as well as the concept outcomes
with respect to employee matters (see the “Employees" section), compliance (including combating
corruption and bribery), social matters and product matters.
As a service provider with a focus on electronic market infrastructure services, Deutsche Börse Group
engages in relatively little environmentally sensitive activity from a corporate ecology perspective; hence,
in this combined non-financial statement, no detailed report is provided in this respect. Nonetheless, the
Group feels an obligation towards the environment and to make careful use of natural resources.
Deutsche Börse Group has outlined its environmental policies in its code of business conduct. Indicators
for its environmental sustainability performance are available on its website: www.deutsche-
boerse.com > Sustainability > ESG rating & reporting > ESG indicators. Environmental topics are also
becoming more important for the structuring of individual products and services. Steps taken here are
described in the section "Product matters". Deutsche Börse Group has also published a climate strategy
aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
53
Financial statements
Dividend payout ratio
824.3
4.46
2.90
Net revenue
€m
2,388.7
thereof treasury result from banking business
€m
84.0
2,462.3
132.6
2,779.7 2,936.0
204.5
247.7.
3,213.8
196.6
Operating costs (excluding depreciation, amortisation
and impairment losses)
€m
-1,186.4
-1,131.6
-1,340.2
-1,264.5 -1,368,7
Earnings before interest, tax, depreciation and
amortisation (EBITDA)
€m
1,239.2
Depreciation, amortisation and impairment losses
2020
2019
2018
2017
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Report on economic position
Financial statements
Notes
Further information
<3
Overall assessment of the economic position by the Executive Board
The main factor affecting financial year 2020 was the outbreak of the Covid-19 pandemic, its global
economic impact and the challenges of dealing with the virus and its containment. In an extraordinarily
volatile market environment the Group saw significant earnings increases in the first quarter of 2020,
whereas markets became increasingly subdued over the remainder of the year and prime rates fell to
new lows worldwide. Secular net revenue nevertheless rose by 5 per cent across the Group as planned.
Cyclical effects and consolidation each contributed another 2 per cent to net revenue growth, increasing
net revenue overall by 9 per cent. Adjusted operating costs were up by 7 per cent. Main contributing
factor was the consolidation of companies acquired during the course of 2020. On an adjusted basis the
Group increased net profit attributable to Deutsche Börse AG shareholders by 9 per cent to €1,204.3
million, which was also in line with the Executive Board's expectations.
Based on this, the Executive Board considers that Deutsche Börse Group's financial position remained
very solid during the reporting period. The Group generated high operating cash flows as in previous
years. Deutsche Börse was able to further improve the ratio of net debt to EBITDA at Group level: The
figure of 1.0 was significantly below the target of 1.75.
€m
Deutsche Börse AG has offered its shareholders increasing dividends for years - and the 2020 financial
year is no exception. A proposed dividend of €3.00 (2019: €2.90) is 3 per cent higher than the
distribution to shareholders in the previous year. As a result of the improvement in earnings the
distribution ratio fell from 48 per cent in the previous year to 46 per cent in the year under review
(adjusted in each case for exceptional items) and was thus in line with the Executive Board's target
range of 40 to 60 per cent.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Report on post-balance sheet date events
Financial statements
Notes
Further information
Deutsche Börse Group: five-year overview
Consolidated income statement
<3
2016
51
-131.0
1,528.5
-159.9
1,443.7
-210.5
Non-current assets
€m
Equity
€m
Financial liabilities measured at amortised cost
€m
11,938.7 10,883.7
4,623.2 4,959.4
2,284.7 1,688.4")
15,642.0
11,706.9
14,596.7
Consolidated balance sheet
4,963.4
6,564.0
2,283.2
2,286.2
2,637,1
Performance indicators
Dividend per share
€
2.35
2.45
2.70
6,110.6
3.002)
1,412.0
1,298.2
1,678.2
1,869.4
-226.2
-264.3
Net profit for the period attributable to
Deutsche Börse AG shareholders
€m
722.1
Earnings per share (basic)
€
926.1
3.87
Action areas relevant to Deutsche
Börse Group
1,003.9
1,087.8
5.47
5.93
Consolidated cash flow statement
Cash flows from operating activities
€m
1,621.4
1,056.2
874.3
4.68
Business model
■ SDG 4 "Quality education"
Internal management
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Key data on Deutsche Börse Group's workforce as at 31 December 2020 (part 1)
Deutsche Börse AG
Deutsche Börse Group
All locations
Germany
Luxembourg
Male
Female
Male
Female
Male
Female
Employees (HC)
50 years and older
1,053
640
Deutsche Börse Group | Annual report 2020
1,890
58
Training and professional development have high priority at Deutsche Börse Group. Employees expand
and refresh their knowledge continuously in the context of specific training courses for exchange-related
subjects. These particularly include IT training, e.g. for cloud computing, and career path training, e.g.
for project management and leadership. With regard to personal development, the Group also offers
numerous online and live training courses that are tailored to the target group, e.g. for communication,
responsibility or teamwork skills. A large proportion of the regular face-to-face courses was carried out
virtually in 2020 due to the covid-19 pandemic. Deutsche Börse also supports its employees and
executives in facing their individual challenges by offering a broad range of internal and external
professional training and development measures (see the “Key data on Deutsche Börse Group's
workforce as at 31 December 2020" table).
In July 2019, the Supervisory Board adopted the human resources strategy 2020 initiated by the
Executive Board. This strategy is built on a detailed analysis of employee needs and the relevant human
resources indicators (e.g. recruiting metrics, key figures on staff development) as well as on the results of
an employee survey conducted in February 2019. It rests on the four pillars “attract”, “develop”, “retain"
and "lead". According to these pillars, concepts for employer branding, recruiting, training &
development, remuneration and flexible working time models have been drawn up.
In the course of implementing the strategy, Human Resources was split into an operative business
partner team and a strategic concept team. Moreover, expansion of the HR Service Centre is planned
over the medium term.
Promotion of diversity and inclusion
Diversity is not only apparent in the origins of employees at Deutsche Börse Group, but also in the
breadth of professional backgrounds and the many other differences that make up each individual
personality in the multi-faceted team. As a global organisation we stand for recognition, appreciation and
integration within the working environment and encourage openness and fairness. This is why we
signed the "Diversity Charter" and acknowledge our corporate social and societal responsibility as
expressed in the Code of Conduct that applies throughout the Group.
Diversity and integration are the basis of our corporate culture, which is defined by open dialogue, trust
and mutual acceptance. We see the wealth of different backgrounds and ideas as a key to our success.
Our Diversity & Inclusion statement is an expression of our aspiration to offer our staff and all future
talents a fully inclusive and inviting workplace.
57
57
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Deutsche Börse Group does not tolerate any discrimination, whether on the grounds of age, gender,
disability, sexual identity, ethnic origin or belief and irrespectively of whether behaviour among
employees is concerned or the placement of orders with third parties. Deutsche Börse Group's Equal
Opportunities Officers safeguard the equal treatment of staff members. Moreover, Human Resources has
implemented processes designed to ensure equal treatment in the selection of personnel and enable the
Group to take prompt action whenever discrimination is suspected. In 2020, no incidents of
discrimination were reported at the Frankfurt/Eschborn, Luxembourg, Prague and Cork locations (which
are covered by reporting); accordingly, no countermeasures were required.
Employer attractiveness
To remain sustainably successful, the recruiting of top talents is of the essence. The Group continued to
expand its presence at universities and its social networking activities with this aim in mind. In addition,
the company's career page was overhauled and a project launched to define the employer brand. An
attractive entry-level format was also created for outstanding graduates by introducing a trainee
programme on 1 October.
Deutsche Börse Group is among the founding partners of the ada-Fellowship, a multi-company initiative.
Once again 30 people from our company took part in this 12-month development programme in
2020. It aims to give its participants the skills they need to drive digitisation as digital ambassadors.
They are introduced to the main technologies of the future, their potential applications and how to
transfer them to their organisation.
From initial contact to the actual meeting, mentors and mentees can connect on the "Meet your Mentor"
platform. Experienced colleagues act as sponsors for other employees, making their work easier. As
mentors, they assist new colleagues in networking beyond their own department, help them to get to
know the company and offer a comprehensive, cross-divisional understanding.
To increase the share of women in executive positions the company ensures that women are identified
as candidates. In addition, Deutsche Börse Group offers additional tools to promote female employees,
such as targeted succession planning and a mentoring programme with external mentors. Exchanges
among women are encouraged by means of women's networks. Our Capital Markets Academy also
offers training courses for women on financial planning, investments and retirement saving.
For details regarding targets for female quotas, please refer to the section entitled “Corporate governance
statement - target figures for the proportion of female executives beneath the Executive Board" and the
section entitled "Comparison with the forecast for 2020".
58
1,218
680
419
46
Average age
43
40
42
40
44
42
Full-time employees
1,018
496
1,816
877
652
284
Part-time employees
35
144
74
341
28
60
182
191
97
368
142
565
265
213
102
40-49 years
268
144
500
Within the scope of its growth strategy, the Group promotes a high-performance culture with a distinct
focus on clients' needs and innovation. In order to encourage this culture, Deutsche Börse Group has a
remuneration system for executive staff in place that incorporates growth, performance and financial
indicators to a greater extent than in previous years.
286
159
30-39 years
315
257
634
485
158
112
Under 30 years
103
249
Employee commitment and highly developed skills are among the cornerstones supporting Deutsche
Börse Group's business success. Its corporate culture is characterised by a sense of responsibility,
commitment, flexibility and teamwork. Deutsche Börse Group aims to make sure that staff with these
qualities continue to join the company in the future and that they stay for the long term, if possible.
Deutsche Börse Group's Executive Board is engaged in employee matters through one of its Board
members who is simultaneously Director of Labour Relations as well as through other regular reporting
formats. The workforce is highly diverse and represents a broad range of different age groups, genders,
physical abilities, sexual identities, ethnic origins and beliefs. The company promotes this diversity and
benefits from it, creating an environment conducive to integration from which the corporate culture
benefits. This is also in the interests of Deutsche Börse Group's business: its broad range of diverse
products and services and the international composition of its client base pose specific requirements
regarding the professional and cross-cultural expertise of employees.
<3
Human resources strategy
"
Human Capital Development
Human and employee rights
Economic participation and
education
Transparent, stable and fair
markets
SDG 4 "Quality education"
■ SDG 5 "Gender equality"
■ SDG 8 "Decent work and economic
growth"
■ SDG 10 "Reduce inequalities"
■ SDG 8 "Decent work and economic
growth"
■ SDG 9 "Industry, innovation and
infrastructure"
■ SDG 10 "Reduce inequalities"
"
SDG 12 "Responsible consumption and
production"
■ SDG 16 "Peace, justice and
strong institutions"
■ SDG 17 "Partnerships for the goals"
Anti-corruption and bribery matters
"
Compliance organisational structure ■ Good governance
Code of business conduct
"
• Stable financial markets
Market transparency
•
Research and development activities
"
Economic performance
Stakeholder engagement
Brand management
UN Sustainable Development Goals (SDGs)
covered by Deutsche Börse Group
■ SDG 7 "Affordable and clean energy"
■ SDG 8 "Decent work and economic
growth"
■ SDG 9 "Industry, innovation and
infrastructure"
■ SDG 10 "Reduce inequalities"
SDG 12 "Responsible consumption and
production"
■ SDG 17 "Partnerships for the goals"
Compliance rules
Mandatory aspects
Staff development
COVID -19
Human resources strategy
Promoting diversity and inclusion
Employer attractiveness
Social matters
■ Sustainable financial market initiatives
■
Stable, transparent and fair markets
Systems availability
Employee matters
Overview of Deutsche Börse Group
Objectives and strategies
Compliance training
Analysis of compliance risks
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Employees
This chapter provides an overview of key indicators reflecting staff developments at Deutsche Börse
Group; at the same time, it satisfies the requirements for reporting on employee matters as part of the
non-financial statement.
As at 31 December 2020, Deutsche Börse Group employed a total of 7,238 staff (31 December 2019:
6,775), drawn from 110 nationalities at 43 locations worldwide. The average number of employees in
the reporting period was 6,996 (2019: 6,286). On Group level, this corresponds to an increase of
around 11.3 percent compared to the previous year's reporting date.
The fluctuation rate was 6.3 per cent (unadjusted: 7.7 per cent; 31 December 2019: 8.7 and
10.6 per cent). At the end of the year under review, the average length of service for the company was 8
years (2019: 8.9 years).
The number of Deutsche Börse AG's employees rose by 137 during the year under review to 1,693 as at
31 December 2020 (comprising 640 women and 1,053 men; 31 December 2019: 1,556 employees).
The average number of employees at Deutsche Börse AG for the 2020 financial year was 1,605 (2019:
1,505). On 31 December 2020, Deutsche Börse AG had employees at six locations around the world.
For more details, please refer to the table entitled “Key data on Deutsche Börse Group's workforce as at
31 December 2020".
COVID-19
The coronavirus pandemic affected Deutsche Börse Group across all locations in 2020 and continues to
do so. In March 2020, almost the entire workforce started working from home (home office). After a
social distancing strategy and a strict cleaning and disinfection concept had been introduced employees
were allowed to return to the office on a voluntary basis from 27 April, but always dependent on the
local rules in force at their location. A communications programme was set up for employees working
from home, to keep them regularly informed about the status of the pandemic and give them tips on
how to cope with the new situation. Contacts to psychological networks and counsellors were
established globally to reflect the extraordinary situation and provide emotional support. Altogether, this
has made it possible to deal with this difficult situation well so far. The steps taken in response to the
pandemic will remain in place until the situation has normalized.
56
99
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
55
1) HGB Handelsgesetzbuch (German Commercial Code).
Due dilligence/customer review
Data protection
Inside information
Internal/external audit
Taxes
Further relevant aspects
Product matters
Customer satisfaction
Sustainable index products
"
Whistleblowing system
Eurex ESG derivatives
Energy and energy-related markets
Sustainable product and service
portfolio
■ SDG 8 "Decent work and economic
growth"
■ SDG 10 "Reduce inequalities"
■ SDG 16 "Peace, justice and
strong institutions"
■ SDG 7 "Affordable and clean energy"
■ SDG 8 "Decent work and economic
growth"
■ SDG 9 "Industry, innovation and
infrastructure"
■ SDG 12 "Responsible consumption and
production"
"
55
Staff development
135
244
1,017
402
6,523
Part-time employees
10
43
1
25
20
38
715
Length of service
Under 5 years (%)
59
56
66
41
64
252
56
331
Full-time employees
335
193
2,678
Under 30 years
101
69
101
76
211
88
1,125
Average age
37
35
35
36
40
38
40
648
50
5-15 years (%)
41
30
20
12
119
39
442
Training days per employee
(FTE)
4.0
4.3
2.6
2.8
2.4
3.3
4.2
Compliance – including combat against corruption and bribery
Responsible business operations imply adherence to laws and regulations; they are also based on the
principle of integrity and ethically irreproachable conduct at all times. Deutsche Börse Group has
implemented a compliance management system based on regulatory requirements, with the objectives
of preventing misconduct and avoiding liability and reputational risks for the Group, its legal
representatives, executives and staff. Beyond business-related compliance requirements, the focus is on
strengthening a uniform compliance culture throughout the Group, especially with a view to enhancing
compliance awareness. The compliance management system - under the responsibility of, and
promoted by, the Executive Board of Deutsche Börse AG - therefore constitutes an indispensable
element of good corporate governance with respect to compliance. Such a system provides the
foundation for sustainable risk transparency; specifically, it facilitates mitigating risks in the areas of
money laundering/terrorism financing, data protection, corruption, as well as market manipulation and
insider trading; it also monitors requirements concerning financial sanctions and embargoes.
The compliance management system applies to Deutsche Börse AG as well as to domestic and
international companies in which Deutsche Börse AG holds a majority interest (whether directly or
indirectly). Deutsche Börse Group pursues an enterprise-wide approach to its Compliance function,
ensuring that applicable laws and regulatory requirements are followed with respect to individual legal
entities.
60
60
50
901
60
138
44
26
45
31
39
31
Over 15 years (%)
0
8
106
14
5
19
Staff turnover
Joiners
Leavers
74
31
56
26
5
68
0
356
Leavers
111
98
230
183
74
30
28
17
82
45
23
23
Training days per employee (FTE)
4.4
5.4
5.4
4.6
4.3
Joiners
Staff turnover
41
45
231
Length of service
Under 5 years (%)
48
48
47
47
32
28
4.9
5-15 years (%)
26
27
29
23
31
Over 15 years (%)
29
26
24
23
59
26
Deutsche Börse Group | Annual report 2020
1,037
440
7,238
50 years and older
24
10
15
11
204
269
1,458
177
64
69
76
287
110
1,977
59
30-39 years
40-49 years
253
49
658
Management report | Combined non-financial statement
374
Financial statements
Notes
Further information
<3
Deutsche Börse Group
Czech Republic
Ireland
Key data on Deutsche Börse Group's workforce as at 31 December 2020 (part 2)
Executive and Supervisory Boards
Total
Male
Female
Male
Female
Male
Female part 1 and 2)
Other locations
Employees (HC)
multilateral
(CCP) netting
Volume and risk
reduction after
100
11,361.9
Further information
€ billion, as at 31 December 2020
Notes
Risk mitigation via netting and collateralisation
0
<3
11,000
The UK's decision to leave the EU has caused significant uncertainty for the entire European financial
services sector since the referendum on 23 June 2016. A key issue in this context is the clearing of
over-the-counter (OTC) interest rate derivatives, which at approximately €312 trillion account for the
largest share (82 per cent) of outstanding OTC volumes. At the same time they are the main reason for
the strong increase since 2016 [source: BIS, Semiannual OTC Derivatives Statistics, June 2020, the
figure from the Bank for International Settlement (www.bis.org > Statistics > Derivatives > OTC
derivatives statistics) of approximately €442 trillion was adjusted by deducting double-counting of
interdealer volumes (source: www.clarusft.com); €/US$ exchange rate as at 30 June 2020:
US$1.1198/€; ECB]. Since a final decision on many Brexit-related financial topics has been deferred,
there is currently a controversial debate about access to clearing houses outside the EU-27, creating
significant uncertainty amongst market participants. Eurex Clearing AG has come up with a solution
designed to make the (potentially necessary) shift of euro clearing to the EU-27 as straightforward as
possible for all market participants: the Eurex Clearing Partnership Programme. Through this initiative,
Eurex Clearing AG is not only offering the market an attractive alternative for clearing interest rate
derivatives outside London and within the EU-27 but also anticipating potential market turbulence and
taking early action to counteract it.
Collateral effectively posted"
by clearing members
Overcollateralization 66.6
15.2
58.6% securities
Notional
amount
outstanding">
Margin require-
ment of Eurex
Clearing AG2)
41.4% cash
Notional amount outstanding
As at 31 December 2020, trans-
actions cleared by Eurex Clearing
amounted to € 11,361.9 billion
notional outstanding.
2) Margin requirement
3) Collateral
Financial statements
Risks arising out of open posi-
tions are quantified. Eurex Clear-
ing requires its clearing members
to post collateral (margin) to cov-
er these risks.
51.4
Management report | Combined non-financial statement
Further information
Deutsche Börse Group | Annual report 2020
66
Clearing members can provide
securities and cash as collateral.
They may post more collateral
than required by Eurex Clearing.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
<3
In this context the Exchange Council of Frankfurt Stock Exchange adopted amendments to the Exchange
Rules that will enable management in future to remove from the Prime Standard insolvent issuers or
those that have filed for insolvency. Other activities and proposals to promote the transparency of capital
markets aim to speed up penalty proceedings, increase fines for infringements and to provide investors
with transparent information about the issuers concerned and the steps and sanctions that have been
taken against them.
STOXX Ltd. announced a change to the DAX rules on 12 August. Under the new rules, companies in
statutory insolvency proceedings will be removed from the DAX selection indices within two trading
days. The rules take effect on 19 August. The new rule applies to the companies mentioned above and
was agreed in the context of a market consultation between 17 July and 7 August. Specifically, the
change refers to the opening of insolvency proceedings as proceedings defined by law and comprises all
the relevant public announcements in this context. Because companies from other EU states can also be
a member of the index, the rule does not apply solely to German insolvency law. Prior to this change,
companies that were members of the Prime Standard segment and were in insolvency proceedings were
removed from the index at the next chaining date.
―
Deutsche Börse Group launched a segment for green bonds bonds issued to raise capital for projects
with climate and environmental benefits - on the Frankfurt Stock Exchange in November 2018. This
segment currently comprises 264 bonds that meet the Green Bond Principles of the International Capital
Market Association. They include the use of issue proceeds, the project selection process, management
and ongoing reporting. The new segment caters to the demand for sustainable financing, which is rising
all over the world. Investors who care not only about the economic, but also the ecological return of their
investment can find the right strategy at www.boerse-frankfurt.de > Bonds > Green Bonds. The bonds
included in Deutsche Börse's segment are admitted for trading at various European stock exchanges,
including the Frankfurt Stock Exchange.
Bonds at Frankfurt Stock Exchange
Total issue proceeds for bonds
Issue proceeds for green bonds
2020
€ billion
41,128
€ billion
257
Stable financial markets
The core economic function of an exchange is to preserve economic prosperity and create the right
framework conditions for growth. As a global market infrastructure provider, Deutsche Börse Group
operates markets that help enterprises of all sizes to raise equity and debt - which in turn enables them
to grow, create and protect jobs and contribute to a higher level of value creation.
As central counterparty (CCP), Eurex Clearing AG fulfils its responsibility of promoting sustainable global
economic growth and stable financial markets. Furthermore, as a clearing house it is an independent
risk manager and ensures a neutral valuation of its members' risk positions. It also protects members in
the event of a market participant defaulting, thus minimising risks and enhancing both the efficiency of
trading and the stability of the financial markets. The bundling of default risk also permits high netting
effects, which in turn facilitate sustainable cost savings for the entire market.
67
20
Executive and Supervisory Boards
99
Sustainable index products
Deutsche Börse Group | Annual report 2020
Product matters
Customer satisfaction
Deutsche Börse Group is executing a Group-wide growth strategy with which it aims to strengthen its
agility, ambition, effectiveness and clear customer focus. In improving its organisation, the Group aims to
better address changing client needs and gradually tap unutilised potential by means of a Group-wide
approach to marketing, sales, innovation and product development.
In 2020, surveys across the EEX, Eurex, 360T and Clearstream were aligned; they include common
questions and use a standardised "Net Promoter Score (NPS)" methodology. In this context, businesses
ask their clients about their readiness to recommend the service provider with the aim of notifying senior
management and staff of the results shortly after the close of the survey.
One example of Deutsche Börse Group's customer focus is Clearstream's annual client services survey.
This survey aims to identify customer needs and prioritise and address enhancement requests to further
improve products and services. The results of this survey are taken up by the Clearstream management
Committee, which includes senior management, where concrete actions are taken to address customer
needs. The Clearstream senior management is provided with an overview of the items (customers'
needs/complaints) raised in the survey.
69
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
There is an increasing demand for considering sustainability indicators in the investment process.
Qontigo's index provider STOXX is part of Deutsche Börse Group, calculating and distributing around
13,000¹ indices, whereas a growing number of which are designed after sustainability aspects. STOXX'S
offering of sustainability indices is diversified and includes environmental, social and governance- (ESG),
climate change- and carbon emissions-related products. Indices are built based on internal research and
the evaluation of market demand.
For all indices, the ultimate goal is to provide solutions to investors who consider sustainability a key
element of their investment strategy. STOXX® and ISTOXX® indices focus on indicators that can be
assessed quantitatively and are compiled by research providers specialised in the field. Within this
approach, STOXX aims to select companies that are ranked better than their peers according to selected
indicators and tilt the allocation towards those companies.
All data and service providers appointed by STOXX are subject to regular monitoring as required by
the regulations of the International Organization of Securities Commissions (IOSCO) and the European
Securities and Markets Authority (ESMA). STOXX indices are entirely rule-based. Consequently, there
is neither a committee involved nor are customers consulted in the process of reviewing the index
composition.
STOXX, as an index provider, also has the duty to represent the economic reality of the environment in
which financial actors operate. In order to prepare for and help facilitate a shift in investment culture,
STOXX develops and maintains its broad range of sustainability indices in response to investors'
current as well as anticipated demand. The broad range of solutions may also aim at mitigating
business risk should investors decide to reallocate more significant parts of their investments to
sustainability-oriented solutions, which may be driven, in part, by investor-specific or external
regulations.
As asset owners are steadily stepping up their fiduciary role and are implementing environmental, social
and governance (ESG) investment strategies, Qontigo is addressing this development by offering two
approaches for ESG-compliant versions of STOXX and DAX flagship benchmarks:
■ STOXX ESG-X indices
STOXX ESG-X indices are ESG-screened versions of flagship STOXX global, regional, country, size and
blue-chip benchmarks. They incorporate standard norm- and product-based exclusions that aim to limit
market and reputational risks whilst keeping a low tracking error and a similar risk-return profile to the
respective benchmark. STOXX specifically excludes companies that Sustainalytics considers to be non-
compliant with their Global Standards Screening (GSS), are involved in controversial weapons, are
tobacco producers (0% revenue threshold) and/or that either derive revenues from thermal coal
extraction or exploration or have power generation capacity that utilises thermal coal (>25% revenue
threshold).
1 In an effort to realize synergies within Deutsche Börse Group's index business, Deutsche Börse AG (DBAG) has transferred on 21 August 2019 its index administrator role (as defined under the EU
Benchmarks Regulation) to STOXX Ltd. and such indices (DAX, eb.rexx, etc.) have also been included in the ESMA Benchmarks register under Art. 36 of the EU Benchmarks Regulation.
70
10
99
Deutsche Börse Group pays wages, salaries and taxes. Its commercial activity therefore contributes to
private and public income - this contribution is made transparent in the value-added statement. For
details, please refer to the “Value added: breakdown of corporate performance" section.
3) Average monthly clearing volume, including exchange-traded and OTC derivatives, as well as securities and repo transactions. Clearing volumes are subject to
double counting
2) System availability ranks amongst the most important non-financial performance indicators (as defined in DRS 20 and section 289 (3) in conjunction with
section 289 (1) sentence 3 of the HGB) for which a forecast is made
1) Ratio of the market capitalisation of companies listed in the Prime Standard for shares to the market capitalisation of all companies listed on the Frankfurter
Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange)
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Key non-financial performance indicators: social matters
Transparency
<3
2020
2019
Proportion of companies reporting in accordance with maximum transparency standards¹
Security
%
68
94.5
Availability of cash market trading system²
Availability of derivatives market trading system?
Average monthly cleared volumes across all products³)
%
99.815
100
%
99.891
99.996
€ trillion
24.1
24.0
92.0
Furthermore, Deutsche Börse Group considers it its duty to contribute to regaining lost trust in the capital
market. In fulfilment of this responsibility, the exchange operator therefore decided in 2020 to subject its
rules and regulations to an in-depth review and to revise them with the involvement of the various
regulators.
100
Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities
Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports),
as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English
and within set deadlines. Moreover, Prime Standard issuers must submit their calendars of material
corporate events to FWB, hold an analysts' conference at least once a year and publish any inside
information in English as well as German. All submissions to FWB must be carried out via the Exchange
Reporting System (ERS®). This electronic interface allows for efficient sorting and display of data,
helping to spot any impending failure to meet a deadline. This allows FWB to support issuers to fulfil
their transparency duties in the best possible manner by sending out email reminders prior to each
deadline. FWB included additional recommendations in its email reminders in 2020 to reflect the
information published by the European Securities and Markets Authority (ESMA) on the impact of the
covid-19 pandemic on deadlines for the publication of financial reporting. They will make it possible to
take any special circumstances and difficulties into account when investigating breaches of obligations.
All reports and data submitted to FWB are subsequently available on www.boerse-frankfurt.de/en, the
exchange's website, under the respective issuer's name. Information is thus accessible to interested
investors in a compact, easy-to-find manner, creating a particular level of market transparency within the
Prime Standard segment. Submission via ERS allows for monitoring fulfilment of transparency
requirements seamlessly and without delay.
Regular compliance training is essential for the compliance culture within the Deutsche Börse Group.
Employees of Deutsche Börse Group worldwide are trained in relevant compliance topics. Training
focuses particularly on money laundering, financing of terrorism, data protection, corruption, market
manipulation and insider trading. Managers exposed to a higher compliance risk by virtue of their work
receive additional training as required. Participation in training measures covering the compliance topics
mentioned above is mandatory for employees, as well as for managers.
Whistleblowing system
Deutsche Börse Group has established a whistleblowing system, where employees can relay information
by phone or email about potential or actual breaches of prudential or regulatory rules and ethical
standards. The anonymity of whistleblowers is guaranteed. Through its commitment to compliance
awareness, Deutsche Börse Group cultivates an open approach to dealing with misconduct. For this
reason, concerns are often passed on directly to the responsible line manager, or to Compliance. During
2020, 5 reports were submitted via the whistleblowing system, or directly via line managers or control
functions (such as Compliance).
Analysis of compliance risks
In line with regulatory requirements, Deutsche Börse Group carries out detailed risk analyses and/or risk
assessments, at least on an annual basis - specifically, it analyses the risk of being abused for the
purposes of money laundering/financing of terrorism, corruption and securities law infringements. Such
risk analyses and assessments comprise the Group's own business activities as well as business
relationships, market participants, products and services. Risk-mitigating measures are derived from the
compliance risks identified.
62
29
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Due diligence review of clients, market participants, counterparties, and business partners, plus
transaction monitoring
Deutsche Börse Group is constantly improving its processes for the onboarding of new clients and the
review of existing clients ("Know Your Customer" processes). Depending on the assessment of client risk
in each case, client relationships are subject to corresponding diligence duties concerning their
establishment, update, and monitoring. Client relationships are not entered into where the risks involved
are too high. Deutsche Börse Group analyses transaction data in order to identify activity which might
indicate potential money laundering.
Deutsche Börse Group is exposed to the risk of sanctions being imposed upon business partners;
moreover, there is a risk of bribery and corruption. In this connection, the Group examines its business
partners, whereby their details are cross-checked against relevant data sources (such as embargo,
sanctions, PEP, terrorist and other “blacklists"). Appropriate measures are taken in the event of any
match against such lists.
Key non-financial performance indicators: corruption and data protection
Corruption
2020
2019
Punished cases of corruption
0
0
Percentage of business units for which measures have been taken to address corruption risks
Number of employees who were trained in ABC measures (anti-bribery and corruption)"
Data protection
Compliance training
Group Compliance has implemented Group-wide policies designed to ensure that the internal
stakeholder groups acting on behalf of Deutsche Börse Group comply with the behavioural rules set out
in such policies, with the objective of countering breaches of compliance throughout the Group in a
preventive, investigative and consequential manner. Group-wide communications via the intranet are
geared towards providing employees (including members of the Executive Board and Managing
Directors) with the necessary guidance in their daily work, and making sure they commit to such
guidance.
Compliance rules
Deutsche Börse Group's code of business conduct, which is communicated to all members of staff,
summarises the most important aspects with regard to corporate ethics and compliance as well as
appropriate conduct. The Code focuses on principles to guide decisions - not rules or lists of dos and
don'ts. Moreover, Compliance provides employees with compliance-relevant information via the
corresponding intranet pages, unless specific confidentiality aspects prevent such communication. For
details, see the section entitled "Corporate governance statement".
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
The Chief Compliance Officers at the companies in the Group that are covered by banking regulations
have functional reporting lines to the Group Chief Compliance Officer. The same applies to the Chief
Compliance Officers of Qontigo and 360T. The Group Chief Compliance Officer reports in turn directly to
the Executive Board of Deutsche Börse AG. Compliance reporting includes all relevant compliance risk
areas within the mandate of the compliance function.
Deutsche Börse Group is continually developing its compliance management system in order to deal
with rising complexity and increasing regulatory requirements. Deutsche Börse Group has taken steps to
identify and mitigate compliance risks and to assume its responsibilities in the event of any compliance
incidents. This applies particularly to money-laundering, financing of terrorism, financial sanctions and
embargoes, market manipulation, insider trading and data protection.
For this purpose and for material areas of compliance risk, Deutsche Börse Group aligns its system with
the recommendations of an internationally recognised standard (ISO 19600 “Compliance Management
Systems Guidelines"). Based on this standard, the Group's compliance function identifies fields of
action and measures to ensure compliance management continues to meet the requirements as they
change.
-
As a member of the UN Global Compact, Deutsche Börse AG has committed to observe the related
principles, notably the principle to work against corruption in all its forms, which includes extortion and
bribery. In line with its code of business conduct, Deutsche Börse Group prohibits its employees from
involving themselves in corruption, or from taking part in any actions which may lead to the impression
that the Group promises, arranges, provides, receives, or asks for inadmissible benefits. Bribery and
facilitation payments are prohibited.
%
It is Deutsche Börse Group's guiding principle that the actions and decisions of all employees are taken
objectively and with integrity. Management plays a particularly important role in this context. Deutsche
Börse Group is fully aware of the so-called “tone from the top” for achieving a high level of awareness of
the need to manage compliance risks - both within the Group and amongst market participants. In order
to sustainably enshrine this guiding principle, and to prevent Deutsche Börse Group and its staff from
legal sanctions and reputational damage, Group Compliance has implemented a variety of preventative
measures in a risk-oriented approach.
Group Compliance sets standards for the key compliance risks affecting all entities within the Deutsche
Börse Group. In this context Group Compliance devises risk-oriented measures in order to contain and
manage identified risks and to communicate risks, incidents, and the effectiveness of the measures
taken. It ensures continuous improvement of the compliance management system by way of regular
adjustments to the relevant internal policies and processes.
Key compliance topics are discussed in the Group Compliance Committee of Deutsche Börse Group.
Committee members are the senior managers of the business units and the relevant control functions for
the Group as a whole.
19
61
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
In 2020, fifteen cases were submitted to the FWB Sanctions Committee for the delayed disclosure of
information. In ten of these cases, circumstances and difficulties that arose in connection with the
COVID 19 pandemic were taken into account when proposing the amount of the administrative fines. In
another case of an identified breach of duty, the initiation of sanction proceedings was waived. Eleven
cases had been completed by the expiry of the deadline of 25 January 2021: In those cases already
concluded, administrative fines totalling € 310,800 were imposed nine times.
<3
Code of business conduct
Compliance - organisational structure
100
Further information
1,394
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
Deutsche Börse Group has a Tax Compliance Management System to monitor its tax compliance
obligations and minimise the related tax and liability risks. It defines clear process flows with integrated
controls, which are reviewed annually in the course of an adequacy and efficiency analysis.
Social matters
As a market infrastructure provider, Deutsche Börse Group considers its primary responsibility to be the
transparency of capital markets. By ensuring such transparency, it fosters stability in these markets,
promoting their economic success. The management is involved through its participation on the Group
Sustainability Board; its approach on social and sustainability matters is described in detail in the
section "Management approach for a Group-wide commitment to sustainability".
Sustainable financial market initiatives
-
The Green and Sustainable Finance Cluster Germany e. V. is an initiative committed to enhancing the
expertise on sustainable finance in the market, putting that expertise to efficient use, and identifying (as
well as taking) specific action to make national and international financial markets structures fit for the
future. The Cluster has defined four fields of action: sustainable finance – status quo and innovation;
data and digitalisation; metrics and standards; dialogue and knowledge development. It coordinates the
activities of the participating institutions within these fields of action and brings them together with
policymakers, regulators, civil society and academia. Within Germany, the Cluster collaborates closely
with relevant political players in Berlin. At a European level, the Cluster is a member of the technical
expert group on sustainable finance and thus actively involved in the European Commission's Action
Plan on sustainable finance; the Cluster supports the Action Plan's implementation and is involved in the
corresponding consultation process leading to future regulation. Deutsche Börse Group and the Cluster
are also members of the Sustainable Finance Committee to advise the German government and foster
dialogue between the financial industry, real economy, civil society and academia.
Stable, transparent and fair markets
Systems availability
-
65
99
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Market transparency
<3
Section 42 (1) of the Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose
additional admission requirements and further notification duties upon equity issuers, for parts of the
regulated market. Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange) used this
authorisation in its Exchange Rules (section IV, sub-section 2) to create the "Prime Standard" in 2003.
The Prime Standard segment is characterised, on the one hand, by special post-admission obligations,
which are monitored by the FWB with any breaches sanctioned by the exchange's Sanctions Committee;
on the other hand, admission to the Prime Standard is a mandatory requirement for inclusion in one of
Deutsche Börse AG's selection indices.
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
Deutsche Börse AG operates its trading systems for the cash and derivatives markets as redundant
server installations, distributed across two geographically separated, secure data centres. Should a
trading system fail, it would be operated from the second data centre. Together with clients, Deutsche
Börse successfully simulated this scenario as well as the impact of local disruptions – within the scope
of the FIA Test (the annual disaster recovery exercise conducted by the Futures Industry Association).
Other disruptions, such as workstation malfunctions or absences of key personnel, were also tested. The
ongoing covid-19 pandemic has also meant that the emergency workstations have been permanently in
use since March 2020. Multiple testing of the software used, its verified roll-out and the end-to-end
monitoring of servers, network and applications were not able to prevent two successive complex
malfunctions in the internal high-speed network, which brought the system availability for the spot
market trading system down to 99.815 per cent and the figure for the derivative market trading system
down to 99.891 per cent. These levels corresponded to downtimes of around 342 minutes and 363
minutes, respectively, during the entire year. Wide-ranging steps were taken to rule out such
malfunctions in future, which have largely been completed. They particularly involved accelerating the
emergency procedures, in order to make the system available again quickly, even if the faults cannot be
prevented. Emergency tests are now carried out more frequently, the underlying messaging software has
been optimised and is still being revised.
The tax strategy of Deutsche Börse Group defines a uniform framework for the management of all tax
matters. It is derived from the business strategy and the code of conduct of Deutsche Börse Group. Its
core elements comprise compliance with applicable tax regulations in Germany and abroad and
adequate management of tax risks. The tax strategy is supplemented by binding policies for the Group,
which ensure a clear division of responsibilities and the involvement of the Group Tax function in all tax-
relevant matters.
64
6,142
Number of justified customer complaints relating to data protection
0
0
1) All Deutsche Börse Group employees must repeat the web-based ABC training every two years. As the reiteration and completion of the training takes place in
odd-numbered years, the number of training courses completed in the even-numbered year 2020 is significantly lower.
Data protection/protection of personal data
Since 2019 the data protection organisation's monitoring framework has been incorporated into the structure of
compliance safeguards and controls, as a second line of defence on data protection. The Data Protection Officer
informs senior management on an annual basis about its activities to enhance the Data Protection framework.
63
83
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Deutsche Börse Group has exposure to a plethora of data during the course of its business activities. The
Group takes data protection very seriously and has taken measures to ensure compliance with data
protection law, in particular the appropriate and transparent processing of personal data. The Executive
Board has appointed a Data Protection Officer and established a data protection organisation to ensure that
the data privacy framework and the principles of the EU General Data Protection Regulation, which came
into force in 2018, are adhered to. On this basis the data protection organisation informs and advises the
individual legal entities with respect to data protection. The data protection organisation also serves as a
contact for data protection authorities, and supports the business units in assessing risks related to the issue
of data protection risks. It supports a stronger culture of data protection at Deutsche Börse Group by raising
awareness and providing training on data protection in the context of the Group's business activities.
Financial statements
Recent international developments to increase tax transparency require multinational groups to make
additional notifications and disclosures to tax authorities. Country-specific reporting of revenue, profits
and tax payments should be mentioned in this context, as well as the reporting procedure for cross-
border tax arrangements (DAC6). Deutsche Börse Group follows these rules consistently and so
contributes to supporting efforts to prevent abusive tax practices, such as the shifting of profits to low-tax
countries. In view of the reporting process on cross-border arrangements introduced in Germany as of 1
July 2020, Deutsche Börse Group carried out a comprehensive DAC6 analysis with the support of an
external auditing company.
Management report | Combined non-financial statement
Its global operations mean that Deutsche Börse Group is liable for tax in many countries. The
management of Deutsche Börse Group is aware of its responsibility to pay appropriate taxes in all
countries depending on its local value added, since this plays an important role in international relations
from an economic and social perspective. This responsibility is reflected in compliance with applicable
legislation and regulations to tackle criminal tax offences and in constructive and fair cooperation with
tax authorities.
Taxes
At least once a year, the internal audit function checks whether the measures and concepts of the
compliance management system comply with the regulatory requirements, in a risk-based manner.
Moreover, regulated entities are subject to statutory external audits.
Compliance maintains a Group-wide restricted list in which issuers or financial instruments are included if
particularly sensitive, compliance-relevant information. Compliance may impose a general trading ban on
such issuers or financial instruments or may prohibit certain types of transactions. A confidential watch list is
used to summarise compliance-relevant information about other issuers and/or financial instruments. In
particular, Compliance uses these lists to monitor personal transactions of employees and Chinese walls.
Internal/external audit
Inside information
<3
Further information
Notes
In its capacity as an issuer of securities, Deutsche Börse Group has access to information which, in
accordance with legal requirements, may be classified as inside information. To raise awareness amongst the
employees affected, further measures were introduced on a Group-wide basis in 2020. They are designed to
mitigate the risks of market manipulation and insider trading for employees' personal account transactions
and are geared towards ensuring that maximum sensitivity is applied to dealing with such information.
-
The economic perspective measures risk positions arising from regular operations solely on the basis of
qualitative and quantitative criteria, and so regardless of the requirements of individual accounting or
regulatory models. This perspective defines the minimum amount of required economic capital (REC).
Principle 1 of the risk strategy specifies that Deutsche Börse Group should not exhaust its risk-bearing
capacity in more than 0.02 per cent of all years.
Deutsche Börse Group employs a range of tools to evaluate and monitor operational, financial and
business risk on a continuous basis, applying an economic perspective to quantify and aggregate risks.
A normative perspective is also adopted for the credit institutions Clearstream and Eurex Clearing AG.
The value at risk (VaR) model is the main tool used for quantification. The purpose of the VaR model is
to determine the amount of capital - given a confidence interval defined ex ante – required to cover
potential losses incurred within twelve months. Moreover, so-called stress tests are carried out in order to
simulate extreme, yet plausible, events and their impact upon the Group's risk-bearing capacity. Another
approach to risk monitoring, which serves as an early warning system for quantified and non-
quantifiable in-house risks, is complementary risk metrics. These risk metrics are based on IT and
security risks, potential losses, credit, liquidity and business risks.
Existing risks
1. Economic perspective: what risk can the capital bear?
78
Further information
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Deutsche Börse Group uses quantitative and qualitative approaches and methods for risk monitoring,
with the objective of providing as complete a picture as possible of its risk situation at all times. To this
end, the Group continuously reviews internal events with regard to their risk properties, whilst also
considering regional as well as global developments. The Group is thus able to recognise and analyse
existing risks; at the same time, it is able to swiftly and adequately respond to emerging risks, as well as
to changes in the market or in the business environment.
<3
Deutsche Börse Group | Annual report 2020
Approaches and methods for risk monitoring
Responsibility
4. Control
For Clearstream and Eurex Clearing AG, REC calculated in this manner also complies with the
requirements of the second pillar of Basel III. Deutsche Börse Group determines its risk-bearing capacity
on the basis of its reported equity in accordance with International Financial Reporting Standards
(IFRSS). Clearstream and Eurex Clearing AG determine their risk-bearing capacity on the basis of their
regulatory capital (for details, see section "Regulatory capital requirements and regulatory capital
ratios").
Further information
The five-stage risk management system
Executive Board
Risk management strategy and appetite
Group Risk Committee
5. Monitor and report
Risk profile monitoring and management
Risk management process
Business areas
1. Identify
2. Notify
3. Assess
<3
Group Risk Management
For management purposes, GRM regularly determines the ratio of the REC to the risk-bearing capacity.
This indicator is known as the utilisation of risk-bearing capacity and it answers a key risk management
question: how much risk can the Group afford and what risk is it currently exposed to? The ratio of REC
to risk-bearing capacity remained below the defined maximum throughout the reporting period. If this
were not the case, the Group would in a worst-case scenario exhaust its entire risk-bearing capacity and
would become insolvent.
3. Stress tests
Clearstream and Eurex Clearing AG must also calculate their capital requirements for various risk types
(see the chart "Deutsche Börse Group's risk profile") in line with the Pillar I requirements of Basel III. In
addition, Eurex Clearing AG must fulfil EMIR capital requirements whilst Clearstream Banking AG has to
comply with CSDR capital requirements as authorisation as CSD was granted by BaFin in January
2020. Clearstream Banking S.A. is currently applying for authorisation according to CSDR. Clearstream
and Eurex Clearing AG use the standard approach for analysing and evaluating credit and market risk.
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
79
<3
Stress tests are carried out in order to simulate extreme, yet plausible, events for all material types of
risk. Using both hypothetical and historical scenarios, they simulate the occurrence of extreme losses, or
an accumulation of large losses, within a single year. Similarly, inverse stress tests are also carried out,
which analyse which loss scenarios would exceed the risk-bearing capacity.
4. Risk metrics
Risk metrics are used to quantify the exposure to the most important internal risks against set limits.
They are complementary to the VaR approach and serve to monitor other factors as well as non-
quantifiable risks. Any breach of these limits serves as an early warning signal, which is reported to the
Executive Board on a monthly basis. Furthermore, any such breach immediately triggers the requisite
risk mitigation processes.
Emerging risks
With regard to risk management, Deutsche Börse Group pursues a sustainable, long-term strategy by
also evaluating risks beyond a twelve-month horizon. For this purpose, the Group has developed so-
called risk maps tailored specifically for expected or upcoming regulatory requirements and IT and
information security risks. In addition, other operational, business and financial risks are also assessed
beyond a twelve-month period. Risk maps classify risks by their probability of occurring and by their
financial impact, should they materialise. A review process of Environment Social Governance (ESG)
aspects is also carried out as part of the Group Risk Committee.
80
Notes
2. Normative perspective and other regulatory capital requirements
↑
Business risks
The two institutions have adopted different approaches regarding operational risk: Clearstream uses the
considerably more complex advanced measurement approach (AMA) in all business units. This means
that it meets the regulatory capital requirements for operational risk set out in the EU's Capital
Requirements Regulation (CRR). According to the method - which has been approved and is regularly
audited by BaFin – the required capital is allocated to the regulated entities. In contrast, Eurex
Clearing AG employs for operational risk the basic indicator approach in order to calculate regulatory
capital requirements (for details, see section "Regulatory capital requirements and regulatory capital
ratios").
Deutsche Börse Group's risk profile
Risk profile of Deutsche Börse Group
Operational risks
Financial risks
■ Unavailability of systems
↑
■ Credit risk
■ Damage to physical assets
■Legal disputes and business practice
■ Market risk
■ Liquidity risk
Project risks
↑
■ Service deficiency
Financial statements
―
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
224
12,554
1) STOXX (STOXX Indices) and Qontigo Index GmbH (DAX Indices) are part of Qontigo
2) Based on the ETFs issued in 2016: FlexShares STOXX® Global ESG Impact index and FlexShares STOXX® US ESG Impact index, based on ETFs issued in 2019:
EURO ISTOXX ESG-X & Ex Nuclear Power Multi Factor, EURO STOXX ESG-X & Ex Nuclear Power Minimum Variance Unconstrained, EURO STOXX 50 ESG and
STOXX Europe 600 ESG-X and based on ETFs issued in 2020: DAX 50 ESG, STOXX Europe 600 Paris-Aligned Benchmark, EURO ISTOXX Ambition Climat PAB
and EURO STOXX 50 ESG
296
12,999
71
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
Eurex ESG derivatives offering
<3
Eurex took over a pioneering role by introducing an ESG product suite based on European benchmarks
in February 2019. The three futures on the highly liquid European STOXX benchmarks covering ESG
Exclusions, Low Carbon and Climate Impact support market participants to manage sustainability-driven
challenges. In October the first exchange-traded ESG options on a European benchmark was added to
the product range. At the same time the offering was further complemented by STOXX Select products
with futures and options that capture the performance of European companies with high dividend
payments and low volatility which are selected from the STOXX ESG Global Leaders index.
With the introduction of derivatives on sustainable versions of various regional and global benchmarks in
February and March 2020 Eurex has achieved a global coverage with its ESG offering. In November
2020 Eurex went one step further in terms of methodology by introducing futures and options on DAX
50 ESG and EURO STOXX 50 ESG indices combining screening out undesirable securities and
considering ESG rankings as part of the selection process.
Number of calculated indices
Products available for trading on Eurex:
■ STOXX® Europe 600 ESG-X Index Futures and Options
■ STOXX® Europe Climate Impact Ex Global Compact Controversial Weapons & Tobacco Index Futures
■ STOXX® Europe ESG Leaders Select 30 Index Futures and Options
■ STOXX® USA 500 ESG-X Index Futures
■ MSCI ESG Screened Index Futures covering USA, World, EM, EAFE and Japan
■ DAX® 50 ESG Index Futures and Options
■ EURO STOXX 50® ESG Futures and Options
In 2020, the second year after their launch, STOXX Europe 600 ESG-X Index Futures and Options,
which are by far the most popular contracts, have reached ca. 1.18 million traded contracts. ESG is one
of the major trends and the product interest is in line with Eurex expectations. Overall the segment
covers 16 products.
Further information is available on www.eurex.com -> markets -> equity index -> ESG derivatives
Energy and energy-related markets
Deutsche Börse Group holds a majority shareholding in European Energy Exchange AG (EEX), Leipzig,
Germany. The product and service offerings of EEX and its subsidiaries focus on trading platforms for
energy and energy-related markets (e.g. power, gas, emission allowances). By providing liquid, secure
and transparent markets, EEX group plays an important role in improving the efficient functioning of
these markets that are directly linked to questions of climate change. This includes the continuous
development of new products and services, providing market solutions to support the long-term
transition of Germany's and Europe's energy system towards a higher share of carbon-free, renewable
energy sources.
EEX is constantly developing new support within the framework of the EU climate and decarbonisation
goals as expessed within the European Green Deal. This includes long-term strategies such as the EU
Hydrogen Strategy.
72
Deutsche Börse Group | Annual report 2020
■ EURO STOXX 50Ⓡ Low Carbon Index Futures
Executive and Supervisory Boards
Number of sustainable index concepts
100,468.9
Executive and Supervisory Boards
Management report | Combined non-financial statement
Financial statements
Notes
Further information
<3
■ STOXX & DAX ESG indices
The EURO STOXX 50 ESG index and the DAX 50 ESG index remove companies involved in activities
that are undesirable or controversial from a responsible-investing perspective, similar to the approach of
STOXX ESG-X indices. In addition they integrate sustainability parameters into stock selection, meaning
they prioritize or overweight companies with the highest ESG scores while underweighting the laggards.
The EURO STOXX 50 ESG index is based on the EURO STOXX 50®, one of Europe's flagship
benchmarks. The DAX 50 ESG is designed to ensure an ESG index whose liquidity and risk-return
characteristics are similar to those of Germany's DAX®.
The EURO STOXX 50® ESG index, the DAX 50 ESG index and STOXX's suite of ESG-X indices are
suitable for underlying mandates, passive funds, ETFs, structured products and listed derivatives with
the ambition to increase liquidity and lower the cost of trading.
Overview of STOXX, DAX ESG, Climate Change and Carbon-Emission index offerings:
STOXX & DAX ESG Benchmark indices
■ STOXX ESG-X Benchmark indices
■ STOXX Sustainability indices
■ STOXX Global ESG Leaders and ESG Specialized Leaders indices
99,209.33
■ STOXX Climate indices
■ ESG Impact indices
In addition to the above-mentioned STOXX and DAX indices, the ÖkoDAX® index focuses on German
companies active in the renewable energy business.
iSTOXX ESG offering
Under the umbrella of the iSTOXX brand, STOXX also offers a broad range of customised ESG-related
indices that cater to specific client requirements. These indices offer specific strategies within the
broader STOXX universe of responsible investing indices that track companies that are pioneering or
making the most headway in the transition to a low-carbon economy and a fairer and better world from
the perspective of ESG principles.
Visit the website www.qontigo.com for a complete overview of all STOXX, DAX and iSTOXX indices.
Non-financial key indicators: sustainable index products
31 Dec. 2020
31 Dec. 2019
ESG criteria
Assets under management in ETFs based on ESG indices from Qontigo¹)²)
Total assets under management in ETFs based on indices from Qontigo"
Transparency
€m
328.5
274.3
€bn
■ STOXX Low Carbon indices
Management report | Combined non-financial statement
Financial statements
Notes
Risk analysis
Risk scenarios
Root cause
Implied risks
Risk types
Event
Internal and external losses
Effect
-Loss
Risk mitigation
Risk mitigation
Reduces frequency of events
or severity of effect
Risk transfer
Risk avoidance
Straight-through processing
Compliance
Risk strategy/risk appetite
Business continuity
measures
Changes to business
and/or business strategy
. Other
Internal control system
Legal
- Other
Information security
■ Physical security
Risk monitoring
Existing risks
Aggregated risk measurement
Stress tests
■ Risk metrics
Emerging risks
Insurance
Business strategy
Interlocking business strategy and risk strategy
Internal risk management is based on the Group-wide detection and management of risk, which is
focused on its risk appetite, see the chart "Interlocking business strategy and risk strategy". Deutsche
Börse AG's Executive Board has overall responsibility, and defines the framework for risk management
throughout the Group. Under these Group-wide risk management requirements, each business segment
and each regulated company is responsible for managing its own risk.
Further information
<3
EEX operates a regulated market for emissions allowances under the EU Emissions Trading System (EU
ETS) and hosts the central auction platform for the EU-ETS. This includes organising regular auctions on
behalf of the 27 EU member states. 25 EU member states are connected to an EU-wide auction
platform, and separate auctions are held for Germany and Poland. This system could be expanded to
take in further sectors such as heating and transportation.
Furthermore, EEX has developed hedging instruments to trade energy with an increasing power
generation from renewables. EEX has introduced throughout the year a number of short term power
products to support this development. In addition, an extension of maturities in the electricity
derivatives market, which will allow for electricity production and procurement to be hedged in the long
term is required and is thus being developed. Companies developing renewable energy, and their
business partners, can already hedge against price volatility and counterparty credit risks over the long
term and these maturities will be expanded from next year onwards. Such trades in long-term maturity
products have already occurred throughout 2020 and are expected to grow in the future.
EEX Group further promotes the integration and marketing of renewables through its role as a provider of
registries for so-called guarantees of origin, which are used by electricity and gas distributors to prove the
origin of the energy they supply. Here, EEX Group also develops markets for carbon-free and low carbon
hydrogen. Grexel, part of EEX Group active in operating registries for guarantees of origin, is an active
consortium partner to CertifHy, which used to be the first registry for hydrogen guarantees of origin.
Comparison with the forecast for 2020
With regard to the development of the non-financial performance indicators forecast for 2020, the Group
was unfortunately not quite able to achieve the system availability of the previous year. Trading system
availability in the cash market was below target at 99.815 per cent (2019: 100 per cent) and for the
derivatives market at 99.891 per cent (2019: 99.996 per cent), which in both cases was due to a
technical infrastructure failure. Measures taken in this regard promise significantly higher operational
reliability in the future. Against this background, the company expects that the availability of the trading
systems for the cash and derivatives market will again be at the very high level of previous years in the
forecast period.
In its endeavours to raise the share of women holding executive positions, as early as in 2010, the
Executive Board had adopted a voluntary commitment to increase the share of women holding middle
and upper management positions to 20 per cent by 2020, and of women holding lower management
positions to 30 per cent. The Group maintains this ambition in 2021. In a deviation from the statutory
obligation, the voluntary commitment has been formulated more comprehensively. On the one hand, the
targets set here relate to Deutsche Börse Group worldwide, and on the other hand, the management
levels (management positions) have been defined more comprehensively so that, for example, team
leader positions are also included. Globally, these ratios were 16 per cent for senior and middle
management at Deutsche Börse Group as at 31 December 2020 (2019: 15 per cent) and 31 per cent
for lower management (2019: 27 per cent). For Germany, the ratios were 18 per cent (2019: 16 per
cent) and 29 per cent (2019: 22 per cent), respectively.
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Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
Risk report
<3
Deutsche Börse Group (hereafter also known as "the Group") includes the following entities which are
regulated as credit institutions: Clearstream Banking S.A. and Clearstream Banking AG (hereinafter
referred to as "Clearstream", including Clearstream Holding AG), as well as Eurex Clearing AG.
Clearstream Banking AG is also an authorised central securities depository and subject to the Central
Securities Depositories Regulation. Eurex Clearing AG and European Commodity Clearing AG continue to
be authorised as central counterparties (CCPs) and are subject to the requirements of the European
Market Infrastructure Regulation (EMIR). In addition, other Group companies hold different licences to
provide regulated activities in the financial services sector. As such, these entities are subject to
comprehensive statutory requirements, inter alia on risk management (for further information on the
regulated entities, please refer to "Regulatory capital requirements and regulatory capital ratios"). Over
and above the statutory requirements, including the EU directives (CRD IV and MiFID II) and their
implementation into national law, other regulations worth mentioning include primarily EU regulations
(CRR, CSDR and EMIR), the national requirements of the Minimum Requirements for Risk Management
(MaRisk) issued by the Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin), and circular 12/552 issued by the Financial Supervisory Authority
of Luxembourg (Commission de Surveillance du Secteur Financier, CSSF). In this context, significant
parts of the risk management are defined in the scope of the so-called second pillar of the Basel III
regime for a number of the Group's companies. Moreover, national regulations implementing the EU
Banking Recovery and Resolution Directive (BRRD) apply to Clearstream and Eurex Clearing AG
regarding the establishment of recovery plans. Deutsche Börse Group follows international standards in
its risk management and also applies these without or in addition to such statutory requirements.
"The return on equity should exceed the cost of equity.” Deutsche Börse Group has set itself the goal of
ensuring that risk and return should be reasonably balanced, both for specific business areas in general
and for individual regions, products and customers.
3. Appropriate risk/return ratio
"Risk management supports the business units in developing their business". With this principle, the
Group promotes its growth strategy. As such, risks are identified, and clearly communicated. This
principle includes risk from organic growth, M&A activities and the use of transformational technology.
The aim is to make well-founded strategic decisions within the boundaries of the defined risk appetite.
<3
2. Support for growth in the various business segments
Further information
Deutsche Börse Group | Annual report 2020
Notes
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
74
1. Risk limitation - protecting the company against liquidation and ensuring its continuing operation
"Capital exhaustion should not occur more than once in 5,000 years and an operating loss must not be
generated more than once every hundred years." This means that one goal is to ensure a minimum
probability of 99.98 per cent that the total capital will not be lost within the next twelve months. By this
approach an economic perspective is taken when evaluating the risks of Deutsche Börse Group. Another
objective is to guarantee for a probability of 99.0 per cent or more that Deutsche Börse will at least
break even, expressed in terms of its EBITDA. In other words, this principle establishes how much risk
the Group must be able to withstand whilst also determining its risk appetite. Ensuring the continuing
operation of Deutsche Börse Group additionally demands the fulfilment of regulatory capital
requirements, which reflects a normative perspective when evaluating the risks of Deutsche Börse
Group.
Deutsche Börse Group's risk strategy is aligned with its business model and company strategy. The
Group provides the infrastructure for reliable and secure capital markets, assists constructively in their
regulation and strives for a leading role in all of the areas in which it does business. Deutsche Börse
Group's risk strategy is based on three core principles:
Risk strategy and risk management
The highest regulatory standards within the Group are applicable to Eurex Clearing AG and Clearstream,
given their regulation as credit institutions. Considering this and their economic importance, this risk
report focuses on these subsidiaries in particular.
Management report | Risk report
Financial statements
■ Risk map
Risk acceptance
Notes
Group Risk Committee (the Group's internal risk committee)
Continuously monitors the overall risk profile
Executive Board of Deutsche Börse AG
Decides on risk strategy and appetite
Monitors the risk management system and its continuing
improvement in light of the risk strategy
Risk Committee of the Supervisory Board
Audit Committee of the Supervisory Board
Evaluates the effectiveness of the risk management system
Supervisory Board of Deutsche Börse AG
Group-wide
Risk management - organisational structure and reporting lines
Deutsche Börse AG's Executive Board determines the Group-wide risk strategy and risk appetite and
allocates the latter to the company's individual business segments and business units, respectively. It
ensures that the Group's risk appetite is and remains compatible with its short- and long-term strategy,
business and capital planning, risk-bearing capacity and remuneration systems. The Executive Board of
Deutsche Börse AG also determines what parameters are used to assess risks and how risk capital is
allocated. It ensures that the requirements for the risk strategy and risk appetite are met.
The Supervisory Board of Deutsche Börse AG assesses and monitors the effectiveness of the risk
management system and its continuing development. The Supervisory Board has delegated the regular
evaluation of the appropriateness and the effectiveness of the risk management system to the Audit
Committee. In addition, the Risk Committee examines the risk strategy and risk appetite on an annual
basis.
The risk strategy applies to the entire Deutsche Börse Group. Risk management functions, processes and
responsibilities are binding for all Group employees and organisational units. To ensure that all
employees are risk-aware, risk management is firmly anchored in the Group's organisational structure
and workflows. The Executive Board is responsible for risk management overall, whereas within the
individual companies it is the responsibility of the respective management. The boards and committees
given below receive regular information on the risk situation.
Implementation in the Group's organisational structure and workflow
<3
Further information
Management report | Risk report
Financial statements
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
75
■Deutsche Börse Venture Network
• DB1 Ventures
Long-term developments
Chief Risk Officer/Group Risk Management
Assess and monitor risks, report to Executive Board and
Supervisory Board
Business segments
Monitors the effectiveness of the risk management system
Evaluates the risk strategy and risk management system
Financial institutions
Clearstream and Eurex Clearing AG
77
Risk management is implemented in a five-stage process. The objective is to identify all potential losses
in good time, to record them centrally and to evaluate them in quantitative terms as far as possible; if
necessary, management measures must then be recommended and their implementation monitored (see
the chart "The five-stage risk management system"): The first stage is to identify the risks and the
possible causes of losses or operational malfunctions. In the second stage, the business areas regularly -
or immediately, in urgent cases report to GRM the risks that they have identified and quantified. In the
third stage, GRM assesses the risk exposure, whilst in the fourth stage, the business areas manage the
risks by avoiding, mitigating or transferring them, or by actively accepting them. The fifth and final stage
involves, for example, monitoring different risk metrics and, where necessary, informing the responsible
Executive Board members and committees of significant risks, their assessment and possible emergency
measures. In addition to its regular monthly and quarterly reports, GRM compiles ad hoc reports for
members of the executive and supervisory boards. The risk management functions at Clearstream and
Eurex Clearing AG submit reports to the respective executive boards and supervisory boards. As an
independent unit, Internal Audit reviews the risk controlling functions.
Management report | Risk report
Centrally coordinated risk management - a five-stage process
Identify, notify and control
Group Risk Management (GRM), headed by the Chief Risk Officer (CRO), prepares the proposals for the
corresponding risk strategy, risk appetite, the approaches and methods for monitoring risk, capital
allocation and procedures. GRM continuously analyses and evaluates risks and produces quantitative
and qualitative reports. These are submitted regularly to the GRC, once a month or as needed ad hoc to
the Executive Board, once a quarter to the Risk Committee of the Supervisory Board and once a year to
the Supervisory Board. Likewise, the CRO reports to the Audit Committee on the effectiveness of the risk
management system on an annual basis. This system ensures that the responsible bodies can regularly
check whether the defined risk limits are being adhered to consistently. In addition, GRM recommends
risk management measures with which the risks can be controlled accordingly.
The Group Risk Committee (GRC) reviews the risk position of the Group regularly and involves the
Executive Board in all important matters. The GRC is a Group-internal risk committee, chaired by the
Chief Financial Officer.
<3
Further information
Notes
Financial statements
The Group's regulated subsidiaries act in the same way, always ensuring that they meet the
requirements of the Group. In particular, they adhere to the risk appetite framework allocated to them by
Deutsche Börse Group. The relevant supervisory boards and their committees are involved in the
process, as are the executive boards and the corresponding risk management functions. Clearstream and
Eurex Clearing AG implement the risk strategy with specific features drawn up for their own businesses.
They therefore also use metrics and reporting formats adapted to the overarching Group structure. In
general, the management of the respective subsidiary bears the responsibility for its risk management
and risk appetite; the observance is monitored by the respective supervisory board.
Executive and Supervisory Boards
Management report | Risk report
Supervisory boards
Monitor the effectiveness of risk management systems and
evaluate risk strategy
Executive boards
<-----Chief Risk Officers/Risk management functions
Manage risks in day-to-day operations and report to their
own committees and the Group
Responsible for the risk management of their institution
Identify, notify and control
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Deutsche Börse Group | Annual report 2020
Business segments
■ Breach of sanctions
provisions
Damages to or destruction
of data centres
↑
Theft of customer cash
• Employment practice
■Contract risks
Losses from ongoing legal
conflicts
Legal disputes and business
practice
Damage to physical assets
Damages to or destruction
of buildings
Unavailability of systems
Service deficiency
Deficiency of trading-
related services
■ Settlement
■Clearing
Trading
Events
Possible root causes
Operational risk
■Loss of customer cash
■ Software flaws
83
■ Force majeure
Operational risk at Deutsche Börse Group
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
82
82
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues, or in unlikely cases, the availability of the systems could be
affected by acts of cybercrime or terrorist attack. In the past, only limited failures have occurred both
with Xetra and with T7 and its predecessor system. In practice, there has never been a system failure
lasting longer than one day. Deutsche Börse Group has taken a number of measures to further minimise
the risk of failure lasting an entire day or longer, for example the redundancy of the network
infrastructure. Despite all mitigating measures, however, failures of the IT infrastructure can never be
ruled out completely. In 2020, limited instances of T7 system issues exceeding two hours were
observed. Timely countermeasures were taken to address these system issues.
Operational resources such as the Xetra® and T7Ⓡ trading system 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 calculates the availability of
these systems as an important risk indicator. In line with the Group's risk strategy, the business areas
are responsible for monitoring the indicators.
Human errors
Unavailability of systems
security
External fraud
Legal violations
Internal fraud
Weather catastrophes
- Terror
Flawed Internal processes
■Flawed data supply
Inadequate Information
■IT hardware flaws
⚫ Cyber crime
For Deutsche Börse Group, operational risks comprise the unavailability of systems, service deficiency,
damage to physical assets as well as legal disputes and business practice (see the chart below:
"Operational risk at Deutsche Börse Group"). Human resources risks are quantified just like other
operational risks. The share of operational risk of the REC was 65 per cent as at 31 December 2020.
13%
Operational risk
Required economic capital for
Deutsche Börse Group by risk type
Operational risks
Management report | Risk report
German universal banks by risk type
Required economic capital for
The risk profile of Deutsche Börse Group differs fundamentally from those of other financial services
providers. Deutsche Börse Group differentiates between the three standard types of risk: operational risk,
financial risk and business risk. Project risk also exists but the Group does not specifically quantify these
as their impact is already reflected in the three risk types. The majority of risks are of an operational
nature (see the charts below: “Required economic capital for German universal banks by risk type" and
"Required economic capital for Deutsche Börse Group by risk type").
Risk profile
The following section describes the types of risk that Deutsche Börse Group generally has to manage and
presents the risks it actually faces. It also explains the measures that Deutsche Börse Group uses to
attempt to prevent loss events, and to minimise their financial effects.
<3
Risk description
Further information
Notes
Financial statements
Management report | Risk report
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
11%
Business risks
12%
Business
risks
Further information
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
Deutsche Börse Group | Annual report 2020
81
<3
The three risk types applicable to Deutsche Börse Group are described in detail below, in the order of
their importance.
Operational risk greater than financial and business risk
Operational risks
65%
Financial risks
24%
Financial risks
75%
Utilisation of risk-bearing capacity from an economic perspective is used as the primary internal
management indicator throughout Deutsche Börse Group (see the section "Approaches and methods for
risk monitoring" for an explanation of these terms). In addition to the financial and operational risk
already mentioned, business risk is also identified and assessed. This relates in particular to potential
threats to revenue such as price pressure or loss in market share as well as cost risks. The economic
perspective reveals that financial risk only accounts for around 24 per cent of all risks at Deutsche Börse
Group. Business risk accounts for 11 per cent. This makes the third risk type all the more important for
Deutsche Börse Group: at 65 per cent, operational risk accounts for two-thirds of the REC. Information
on the additional capital requirements of other subsidiaries is provided in section "Regulatory capital
requirements and regulatory capital ratios".
In its 2012 corporate report, Deutsche Börse Group informed about the class action Peterson vs
Clearstream Banking S.A., the first Peterson proceeding, targeting turnover of certain customer positions
held in Clearstream Banking S.A.'s securities omnibus account with its US depository bank,
Citibank NA, and asserting direct claims against Clearstream Banking S.A. for damages of
US$250.0 million. The matter was settled between Clearstream Banking S.A. and the plaintiffs and the
direct claims against Clearstream Banking S.A. were abandoned.
Financial statements
Further information
Further information
<3
On 4 December 2019, several US plaintiffs from the aforementioned Heiser vs Clearstream Banking S.A.
case filed a new complaint naming Clearstream Banking S.A. and other entities as defendants. The
plaintiffs hold claims against Iran and Iranian authorities and persons in excess of US$500.0 million,
and are seeking turnover of Iranian assets.
On 26 August 2020, further judgment creditors of Iran (the "Ofisi plaintiffs") filed a complaint in the
USA in which Clearstream Banking S.A. is also named as a defendant. The Ofisi plaintiffs obtained a US
judgment against Iran and others in 2014 awarding them damages of approximately US$8.7 billion as a
result of terrorist attacks attributed, amongst others, to Iran. On this basis the Ofisi plaintiffs are seeking
the turnover of assets attributed to Bank Markazi which are already the subject of other actions brought
against Clearstream Banking S.A. Furthermore, the Ofisi plaintiffs are claiming damages and punitive
damages equivalent to the amount of their damage award directly from Clearstream Banking S.A.
Starting on 16 July 2010, the insolvency administrators of Fairfield Sentry Ltd. and Fairfield Sigma Ltd.,
two funds domiciled on the British Virgin Islands, filed complaints in the US Bankruptcy Court for the
Southern District of New York, asserting claims against more than 300 financial institutions for
restitution of amounts paid to investors in the funds for redemption of units prior to December 2008. On
14 January 2011, the funds' insolvency administrators filed litigation against Clearstream Banking S.A.
for the restitution of US$13.5 million in payments made for redemption of fund units, which the funds
made to investors via the settlement system of Clearstream Banking S.A. The proceedings, which were
suspended for several years, are ongoing.
Amongst other legal disputes in connection with the bankruptcy of the Puerto Rico case under
PROMESA legislation, the legal committee of the Puerto Rican government initiated legal action in 2019
to recover interest payments made from 2014 to 2017 to holders of government bonds (ERS and GO
bonds) and company pension bonds. Clearstream Banking S.A. is named in this US litigation and two
lawsuits have been filed against Clearstream Banking S.A. itself: one of the two lawsuits relates to
payments in connection with the GO bond, the other to payments in connection with the ERS bond. The
Puerto Rican government is claiming US$3.9 million for the GO bond and less than US$16,000 for the
ERS bond. Both lawsuits (and all other similar litigation) have been suspended since July 2019.
On 24 August 2020, Clearstream Banking S.A. was summoned in legal proceedings in Indonesia
between PT Kapuas Prima Coal TBK and the principal defendant Horizonte Opportunities Fund SPC.
Clearstream Banking S.A. is cited as a co-defendant in the proceedings. PT Kapuas Prima Coal TBK
claims a breach of contract by ZINC shareholders and is seeking the return by means of blocking and
seizure of ZINC shares issued by it that are currently deposited with the co-defendant's custodians
(including Clearstream Banking S.A.). At the first hearing in November 2020, the court noted it could
dismiss the claim if the plaintiff was again not present at a hearing scheduled for April 2021.
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Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
<3
Legal disputes have arisen regarding a bond issued by MBB Clean Energy AG (MBB), which is held in
custody by Clearstream Banking AG. MBB issued the first tranche of the bond in April 2013 and the
second tranche of the bond in December 2013. The global certificates for the two tranches were
delivered to Clearstream Banking AG by the paying agent of the issuer. The legal disputes relate to the
non-payment of the bond and the purported lack of validity of the bond. Clearstream Banking AG's role
in the context of the purported lack of validity of the MBB bond is primarily to safekeep the global
certificate as national central securities depository. Insolvency proceedings have meanwhile been opened
in respect of the issuer, MBB.
A buyer of an MBB Clean Energy AG (MBB) bond, which is held in custody by Clearstream Banking AG
and was listed on the Frankfurt Stock Exchange, filed a lawsuit at a Dutch court concerning claims for
damages against Clearstream Banking AG, Deutsche Börse AG and other partners. The lawsuit was
dismissed at first instance in October 2020; the plaintiff filed an appeal against the judgment.
On 6 February 2020, a plaintiff filed a complaint naming Clearstream Banking AG and one other entity
as defendants. The complaint, which was filed before the courts in Frankfurt, primarily seeks rights to
information and the turnover of dividends in the amount of approximately €4.1 million plus interest. The
alleged claim relates to dividends from securities that Clearstream Banking AG holds as a custodian.
In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market
participants over the dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor's
Office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG
and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Starting on 27
August 2019, together with other supporting authorities, the Public Prosecutor's Office in Cologne
conducted searches of the offices of Clearstream Banking AG, Clearstream Banking S.A., as well as other
Deutsche Börse Group companies and sites. In the course of these measures, Deutsche Börse Group
entities were made aware that the Public Prosecutor's Office in Cologne has extended the group of
accused persons (Beschuldigte) to include current and former employees of Deutsche Börse Group
companies as well as executive board members of subsidiaries of Deutsche Börse AG. In 2020,
Deutsche Börse became aware of a further extension of the group of accused persons among current
and former employees of Deutsche Börse AG's subsidiaries. Due to the still early stage of the
proceedings, it is still not possible to predict timing, scope or consequences of a potential decision. The
companies concerned are cooperating with the competent authorities. They do not expect that they could
be successfully held liable.
In November 2018, a customer of a trading participant of the Frankfurt Stock Exchange filed a lawsuit at
the District Court (Landgericht) of Frankfurt/Main against Deutsche Börse AG. The plaintiff is claiming
damages of approximately €2.6 million from Deutsche Börse AG. The alleged damages are said to have
arisen (1) on 7 July 2016, from Deutsche Börse AG's publication of an inaccurate ex-dividend date
relating to a financial instrument via the Xetra system and (2) due to the fact that a client of the plaintiff
relied on this inaccurate information to conclude transactions. The court dismissed the complaint in its
final ruling of 6 November 2020.
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Deutsche Börse Group | Annual report 2020
Losses can also result from ongoing legal proceedings. These can occur if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls
or breaches of competition law or of banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of
breaches of other governmental or overarching regulations.
Management report | Risk report
Financial statements
Notes
Notes
Financial statements
Management report | Risk report
Executive and Supervisory Boards
33
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
<3
In July 2013, the US court ordered turnover of the customer positions to the plaintiffs, ruling that these
were owned by Bank Markazi, the Iranian central bank. Bank Markazi appealed, and the decision was
affirmed on 9 July 2014 by the Second Circuit Court of Appeals and later by the US Supreme Court on
20 April 2016. Once distribution of the funds to the plaintiffs is complete, a related case, Heiser vs
Clearstream Banking S.A., also seeking turnover of the same assets, should also be dismissed.
On 30 December 2013, a number of US plaintiffs from the first Peterson case, as well as other
plaintiffs, filed a complaint in the USA targeting restitution of certain assets that Clearstream Banking
S.A. holds as a custodian in Luxembourg. In 2014, the defendants in this action, including Clearstream
Banking S.A., moved to dismiss the case. On 19 February 2015, the US court issued a decision
granting the defendants' motions and dismissing the lawsuit. The plaintiffs lodged an appeal against this
ruling at the competent appeals court (Second Circuit Court of Appeals), which on 21 November 2017
confirmed large portions of the decision of the court of first instance. The appeals court referred the case
back to the court of first instance regarding another aspect, asking the court to assess whether the assets
held in Luxembourg are subject to execution in the USA. Clearstream Banking S.A. filed a petition
against this ruling with the US Supreme Court on 8 May 2018. The US Supreme Court decided on 13
January 2020 to refer the second Peterson case back to the appeals court for consideration in the light
of new US legislation. The appeals court referred the case back to the court of first instance and on 12
August 2020, the plaintiffs filed a motion for a summary decision with the court of first instance.
Alternatively, the plaintiffs have requested a preliminary court decision ordering the transfer to the USA
of the disputed assets held in custody by Clearstream Banking S.A.
On 14 October 2016, a number of plaintiffs filed a complaint in the USA naming Clearstream
Banking S.A. and other entities as defendants. The complaint in this proceeding, Havlish vs Clearstream
Banking S.A. is based on similar assets and allegations as in the Peterson proceedings. The complaint
seeks turnover of certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. The
complaint also asserts direct claims against Clearstream Banking S.A. and other defendants and
purports to seek damages of up to approximately US$6.6 billion plus punitive damages and interest. On
12 October 2020, an amendment to the complaint was filed in this case with the aim of including
additional plaintiffs in the proceedings. In connection with this, also further direct claims for damages of
approximately US$3.3 billion (plus punitive damages and interest) are asserted against Clearstream
Banking S.A. and the other defendants.
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to US
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
84
Further information
Deutsche Börse Group | Annual report 2020
Management report | Risk report
Financial statements
Notes
Further information
<3
In the context of the ongoing disputes regarding assets of Bank Markazi, Clearstream Banking S.A. was
served with a complaint of Bank Markazi on 17 January 2018 naming Banca UBAE S.p.A. and
Clearstream Banking S.A. as defendants. The complaint filed before the Luxembourg courts primarily
seeks the restitution of assets of Bank Markazi which the complaint alleges are held on accounts of
Banca UBAE S.p.A. and Bank Markazi with Clearstream Banking S.A., totalling approximately
US$4.9 billion plus interest. Alternatively, Bank Markazi seeks damages of the same amount. The assets
sought include assets that were previously transferred by Clearstream Banking S.A. to Banca UBAE
S.p.A. Furthermore, the complaint by Bank Markazi concerns assets of approximately US$1.9 billion
that were turned over to US plaintiffs pursuant to a 2013 binding and enforceable US court order in a
proceeding to which Bank Markazi was a party. The lawsuit also concerns client assets of approximately
US$2.0 billion, which includes assets held by Clearstream Banking S.A. that are currently subject to
litigation in the USA and Luxembourg brought by US plaintiffs. In view of this, Bank Markazi by way of
further proceedings pending in Luxembourg is seeking the declaration that Clearstream Banking S.A.
shall, subject to penalties, be prohibited from transferring relevant assets to the USA. Until a decision in
these proceedings, Clearstream Banking S.A., due to a preliminary injunction obtained by Bank Markazi,
is prohibited under penalty from transferring relevant assets to the USA. Clearstream Banking S.A. has
filed a recourse with the Luxembourg Court of Cassation against the preliminary injunction.
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. with the
Luxembourg courts. This complaint is a recourse action related to the complaint filed by Bank Markazi
against Clearstream Banking S.A. and Banca UBAE S.p.A and asks that Banca UBAE S.p.A. be
indemnified and held harmless by Clearstream Banking S.A. in the event that Banca UBAE S.p.A. loses
the legal dispute brought by Bank Markazi and is ordered by the court to pay damages to Bank Markazi.
The plaintiffs in the above-mentioned Havlish case on 24 September 2020 made a formal intervention
concerning the complaint by Bank Markazi of 17 January 2018. With this, the plaintiffs, amongst
others, request that Clearstream Banking S.A. be ordered to pay an amount equivalent to US judgments
obtained by the plaintiffs against Iran and Bank Markazi in the amount of approx. US$6.6 billion (plus
interest).
On 24 November 2020, the plaintiffs in the Havlish case also sued Clearstream Banking S.A. and other
legal entities in Luxembourg. The lawsuit is essentially based on similar allegations to those in the
Havlish case pending in the USA, and amongst other things asserts direct claims of around US$5.5
billion (plus interest) against Clearstream Banking S.A.
On 26 December 2018, two US plaintiffs filed a complaint naming Clearstream Banking S.A. and other
entities as defendants. The plaintiffs have claims against Iran and Iranian authorities and persons
amounting to approximately US$28.8 million. The complaint in this case (Levin vs. Clearstream
Banking S.A.) is based on similar assets and allegations as in the second Peterson case, and the Havlish
case. The complaint seeks turnover of certain assets that Clearstream Banking S.A. holds as a custodian
in Luxembourg. The complaint also asserts direct claims against Clearstream Banking S.A. and other
defendants and seeks damages of up to approximately US$28.8 million, plus punitive damages and
interest.
85
95
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Notes
<3
Despite the ongoing proceedings described before, the Executive Board is not aware of any material
changes to the Group's risk situation.
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
The information security function checks that the information security and information security risk
management requirements are adhered to; it also monitors the systemic integration of (and adherence
to) security standards, within the scope of product and application development.
The Group operates a situation centre (Computer Emergency Response Team, CERT), which detects and
assesses threats from cybercrime at an early stage, and coordinates risk mitigation measures in
cooperation with the business units.
The Information Security function operates a Group-wide programme designed to raise staff awareness
for the responsible handling of information, and to improve staff conduct in this aspect. All in all,
Deutsche Börse Group's security approach includes overall measures in accordance with ISO/IEC 27001
covering both the development phase and the operational phase.
Furthermore, Deutsche Börse Group has been a full member of national associations (Cyber Security
Sharing and Analytics, CSSA), trade associations (World Federation of Exchanges) and international
networks (Financial Services Information Sharing and Analysis Center, FS-ISAC) which contribute
significantly towards a forward-looking stance vis-à-vis cyber threats, and the development of strategies
to fend off such threats.
Physical security
Deutsche Börse Group places great importance on physical security issues due to the constantly
changing global security risks and threats. Corporate Security has developed an integral security concept
to protect the company, its employees and values from internal and external attacks and threats - in a
proactive as well as reactive manner. Analysts are continuously assessing the security situation at
-
Deutsche Börse Group's locations and are in close contact with authorities (Federal Criminal Police
Office BKA, Federal Office for the Protection of the Constitution - BfV, etc.), security services providers,
and security departments of other companies. Multi-level security processes and controls ensure
physical safety at the Group's locations. Physical access to buildings and values is monitored
permanently; it is based on the access principle of 'least privilege' (need-to-have basis). Penetration
tests, inter alia, are carried out on a regular basis to verify the efficiency and effectiveness as well as the
quality of the security processes at the locations.
In an increasingly competitive global market environment, access to know-how and confidential
company information bears the potential of a major financial advantage to outsiders or competitors.
Deutsche Börse applies state-of-the-art technology to prevent its knowledge from being obtained illegally,
e.g. through wiretapping.
Furthermore, Corporate Security is tasked with providing support to employees whilst they are travelling
or on foreign assignment, i.e. protecting them from risks in the areas of crime, civil unrest, terrorism and
natural disasters. In this context, a worldwide travel security programme was established which
guarantees a risk assessment before, during and after travelling, supported by a travel-tracking system
and a central 24/7 emergency telephone number.
Insurance contracts
Operational risks that Deutsche Börse Group cannot or does not wish to bear itself are transferred to
insurance companies, if this is possible at a reasonable price. The insurance policies are checked
individually and are approved by Deutsche Börse AG's Chief Financial Officer.
90
90
Legal disputes and business practice
Natural disasters, accidents, terrorism or sabotage also count as operational risks that could, for
example, cause the destruction of, or severe damage to, a data centre or office building. Business
Continuity Management and Physical Security measures aim at averting significant financial damage
(see the chart Business Continuity Management).
Damage to physical assets
Other sources of error may be attributable to suppliers or to product defects; mistakes that may lead to
the loss of client assets or mistakes in accounting processes must also be considered. The Group
registers all complaints and formal objections as a key indicator of deficient processing risk.
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defective
products and processes or mistakes in manual entries. A second example is handling errors in the
collateral liquidation process in the event of the default of a large clearing customer. Such errors have
not occurred to date in the rare case of a failure. The related processes are tested at least annually.
Service deficiency
In general, availability risk represents the largest operational risk for Deutsche Börse Group and is
therefore subject to regular tests that simulate not only what happens when its own systems fail but also
when suppliers fail to deliver.
<3
Deutsche Börse Group | Annual report 2020
89
In order to maintain the Group's integrity as a transaction services provider, and in order to reduce and
control the risks, Deutsche Börse is continuously implementing measures to increase information
security. The aim is to proactively boost the robustness of procedures, applications and technologies
against cybercrime in such a way that they are adjusted to the threatening situation and regulatory
requirements at an early stage. The foundation for this is formed by a set of core processes together with
specific control measures based on the international information security standard ISO/IEC 27001.
Attacks on information technology systems and their data - especially due to cybercrime - represent
operational risks for Deutsche Börse Group, which is continuously confronted with rising threats in this
respect, as are other financial services providers and the entire sector. Unauthorised access, change and
loss of information, as well as non-availability of information and services, may all arise as a result of
such attacks (such as phishing, DDoS and ransomware attacks). There was no successful attack on
Deutsche Börse Group's core systems in 2020.
As of 31 December 2020 in the opinion of Executive Board and based on the information available,
there was no provision requirement for litigation in any of the cases.
Measures to mitigate operational risk
Deutsche Börse Group takes specific measures to reduce its operational risk. Amongst them are
emergency and contingency plans, measures to ensure information security and the physical safety of
employees and buildings as well as compliance rules and procedures. In addition, Deutsche Börse
Group has insurance policies that partly cover the potential financial consequences of operational
incidents.
Emergency and contingency plans
It is essential for Deutsche Börse Group to provide its products and services as reliably as possible. The
Group has to maintain its business operations and safeguard against emergencies, failures and crises. If
its core processes and resources are not available, this represents not only a substantial risk for the
entire Group but also 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 crisis plans covering the entire Group
(business continuity management, BCM). This covers all processes designed to ensure continuity of
operations in the event of a crisis and significantly reduces unavailability risk. Measures include
precautions relating to all important resources (systems, workstations, employees, suppliers), including
the redundant design of essential IT systems and the technical infrastructure, as well as emergency
measures designed to mitigate the unavailability of employees or workspaces in core functions at all
important locations. This includes unavailability due to pandemic based events, like the recent
coronavirus outbreak. This situation is being handled in accordance with the Deutsche Börse Group
Incident and Crisis Management Process. Activities are centrally coordinated to ensure continuity of
Deutsche Börse Group's critical operations as well as employees' health and safety. Back-up locations
are subject to regular tests and remote access is also available. Examples of such emergency and
contingency measures are listed in the “Business continuity management" chart.
88
Deutsche Börse Group | Annual report 2020
Executive and Supervisory Boards
Management report | Risk report
Financial statements
Notes
Further information
Business continuity management
Emergency and crisis management process
On 19 December 2018, the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht, BaFin) sent Deutsche Börse AG a formal hearing notification in a penalty
proceeding, which refers to an allegation of a supposed lack of self-exemption or, alternatively, an
allegedly omitted ad hoc announcement. Specifically, in the search for a successor for Carsten Kengeter,
Deutsche Börse AG had omitted to qualify as a price-relevant intermediate step the fact that a few days
before the appointment of Theodor Weimer in November 2017, two suitable and interested CEO
candidates had been identified and a decision about the appointment was planned. Even after
consulting with external experts, Deutsche Börse AG believes this allegation is unfounded.
<3
Trading, clearing and
settlement systems designed
to be available at all times
■Duplication of all data
centres to contain failure
of an entire location
Workstations
Emergency arrangements
for all essential functions
Fully equipped emergency
workspaces, ready for use
at all times
Remote access to systems
for numerous employees
Employees
Option to move essential
operational processes to
other sites if staff at one site
are not able to work
Additional precautions to
ensure that operations
remain active in the event
of a pandemic
Suppliers
■Contracts and agreed plans
of action for suppliers and
service providers to specify
emergency procedures
■Careful and continuous
check of suppliers'
emergency preparations
Utilisation of multiple
suppliers
Preparations for emergencies and crises
The Group has introduced and tested a management process for emergencies and crises that enables it
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during
emergencies and crises. The emergency managers inform the Executive Board or raise the alarm with
them in the case of severe incidents. In the event of a crisis, the Executive Board member responsible for
the affected business area acts as the crisis manager or delegates this role. The emergency and
contingency plans are tested regularly by realistically simulating critical situations. Such tests are
generally carried out unannounced. 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 that operations restart within the intended time period,
namely the recovery time objective (RTO).
Information security
Systems
Executive and Supervisory Boards
<3
7/7 (1)
At our meetings, the Executive Board provided us with comprehensive and
timely information in accordance with the legal requirements. The high fre-
quency of plenary and committee meetings and workshops ensured an inten-
sive exchange of information between the Supervisory Board and the Executive
Board. In addition, the CEO kept the Chair of the Supervisory Board continu-
ously and regularly informed concerning the current developments affecting
the company's business, significant transactions, upcoming decisions and the
long-term outlook and discussed these issues with him.
the attack on Israel by the terrorist organisation Hamas was followed by inten-
sive military operations and armed conflicts. This is accompanied by ongoing
uncertainty about future inflation rates worldwide and slow economic growth,
particularly in industrialised countries. Our global economic and financial sys-
tem therefore remains faced with great challenges.
Our work in 2023 was dominated by a difficult ongoing geopolitical situation.
Russia's war of aggression against Ukraine continued into its third year and
We continued our overarching work on environmental, social and governance
matters (ESG). In the reporting year, we concentrated on the social aspects of
ESG.
In addition, the Supervisory Board of Deutsche Börse AG dealt in depth and
regularly with the company's position, prospects and fundamental strategic op-
tions. The Supervisory Board was also involved in an advisory capacity in
Deutsche Börse Group's activities to buy and sell companies and parts thereof.
We performed the tasks assigned to us by law and the company's Articles of
Association and bylaws. We have advised the Executive Board regularly on its
management of the company and monitored its work. We were involved in all
decisions of fundamental importance.
The Supervisory Board of Deutsche Börse AG had three outstanding priorities
in 2023. The first was to provide intensive support for the development of the
new Group strategy, Horizon 2026. Secondly, we were involved at an early
stage in the full acquisition of SimCorp A/S (SimCorp) by Deutsche Börse AG,
provided regular advice on the transaction and approved it. SimCorp provides
integrated investment management solutions for the financial industry. To-
gether, the merged businesses of SimCorp, Axioma, Inc. (Axioma) and ISS
STOXX form the new Investment Management Solutions segment - a key step
in the implementation of the new Group strategy, Horizon 2026. Thirdly, we
prepared the CEO succession and other important personnel decisions within
the Supervisory Board. In Stephan Leithner, we have found a convincing suc-
cessor for Theodor Weimer, whose appointment expires at the end of 2024.
By this time, Mr Weimer will have reached the age of 65.
Report of the Supervisory Board
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
Letter from the CEO
Executive and Supervisory Board
Q
6
Detailed information about the members of the Supervisory Board, their additional appointments
to supervisory bodies of other companies or comparable control bodies, as well as their CVs can
be found on the internet under www.deutsche-boerse.com/supervboard
Member of the Supervisory Board since:
17 November 2021
Elected until: 2024
Deutsche Börse AG, Frankfurt/Main
Nationality: German
Head of Infrastructure Service
Design & Support,
Daniel Vollstedt, 1 *1976
Elected until: 2024
19 May 2021
The Supervisory Board meetings in 2023 were held at the company's head-
quarters and in Cork, Ireland. In the reporting year, we held a total of seven
plenary meetings, including one extraordinary meeting on the planned takeover
of SimCorp. Five workshops also took place as part of the regular training and
professional development measures for the Supervisory and Executive Boards,
focusing on the Horizon 2026 strategy process (March), cybersecurity and cur-
rent threats (March), strengthening the German and European capital markets
and the role of Deutsche Börse Group (June), sustainability regulations and
their implementation (September) and the future world of work, concentrating
on the labour markets for IT and financial services (September). In another
workshop we dealt with the subject of artificial intelligence (December). The
workshops were carried out by internal and external experts.
PDF (A4)
Deutsche Börse Group - Annual report 2023
7
13/13 (5)
7/7 (0)
20/20 (5)
21/21 (5)
Martin Jetter (Chair)
Markus Beck (Deputy
Chair)
attendance)
attendance
in %)
(thereof virtual
meetings
(thereof virtual
committee
Attendance at Attendance in %
plenary
meetings
(thereof virtual
attendance)
Attendance at
Member of the Supervisory Board since:
Meetings in total
(thereof virtual
attendance¹)
The individual Supervisory Board members attended meetings in person or vir-
tually as follows:
The average attendance rate for all Supervisory Board members at the plenary
and committee meetings (including those held solely as video or conference
calls) was 100 per cent during the year under review. An average of 24 per
cent was in the form of virtual attendance.
Five out of a total of 34 Supervisory Board meetings in the reporting year (ple-
nary and committee meetings) were held solely as video or conference calls.
This virtual format was chosen particularly for meetings convened at short no-
tice.
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
Executive and Supervisory Board
Letter from the CEO
Q
Attendance of Supervisory Board members at meetings in 2023
Nationality: Singaporean
CEO 65 Equity Partners, Temasek Holding,
Singapore
Chong Lee Tan, *1962
Supervisory Board
Consolidated financial
Deutsche Börse Group - Annual report 2023
statements/notes
125 Consolidated income statement
126 Consolidated statement of
Remuneration report
251
Remuneration report
300
Auditor's Report
comprehensive income
Executive and
Further information
The Supervisory Board
127
Consolidated balance sheet
7
Report of the Supervisory Board
129
Consolidated cash flow statement
302
131
Consolidated statement
Further information
Acknowledgements/contact/
6
100 (25)
The Executive Board
Remuneration report
Elected until: 2024
8 May 2019
Nationality: German, US-American
Member of the Supervisory Board since:
Member of supervisory boards and boards of
directors, Cologne
Clara-Christina Streit, *1968
Elected until: 2024
00
-
"
Deutsche Börse Group
Annual report
2023
--
5
-
------
-
------
-
-
--
--
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
3
Letter from the CEO
--
7/7 (0)
14/14 (5)
100 (24)
Chong Lee Tan
Daniel Vollstedt
10/10 (2)
15/15 (3)
7/7 (1)
3/3 (1)
100 (20)
7/7 (1)
8/8 (2)
100 (20)
Average attendance rate²
100 (24)
Deutsche Börse Group - Annual report 2023
100 (35)
PDF (A4)
2) Attending workshops is optional for Supervisory Board members. Workshop attendance is therefore not
taken into account in the determination of the average attendance rate.
8
Q
Executive and Supervisory Board
Letter from the CEO
The Executive Board
The Supervisory Board
10
Report of the Supervisory Board
Combined management report
Consolidated financial statements/notes
1) Based on all meetings, including those in a purely virtual format; virtual attendance was chosen in some
cases, particularly to reduce CO2 emissions caused by travelling.
Remuneration report
10/10 (5)
17/17 (6)
Achim Karle
16/16 (3)
7/7 (1)
9/9 (2)
100 (19)
Barbara Lambert
17/17 (1)
7/7 (1)
10/10 (0)
100 (6)
Michael Rüdiger
23/23 (10)
7/7 (1)
7/7 (2)
100 (43)
Peter Sack
14/14 (1)
7/7 (1)
7/7 (0)
100 (7)
Charles Stonehill
14/14 (2)
7/7 (1)
7/7 (1)
100 (14)
Clara-Christina Streit
16/16 (8)
registered trademarks
Further information
In the reporting year, we discussed in detail the future strategic direction of
Deutsche Börse Group. The Executive Board consulted the Supervisory Board
at an early stage about the development of the new Group strategy, Horizon
2026. This defines the strategic framework for Deutsche Börse Group until
2026 and also includes an updated climate strategy. We advised the Executive
Board on all relevant aspects of the strategy. For details on the Group Horizon
2026 strategy, please refer to the "Strategy and steering parameters" section in
the combined management report.
17/17 (7)
Susann Just-Marx
100 (9)
4/4 (0)
7/7 (1)
11/11 (1)
Shannon Johnston
100 (23)
6/6 (2)
7/7 (1)
13/13 (3)
Oliver Greie
7/7 (2)
100 (35)
100 (41)
20/20 (7)
Anja Greenwood
100 (10)
14/14 (2)
7/7 (0)
21/21 (2)
100 (59)
10/10 (8)
7/7 (2)
17/17 (10)
Nadine Brandl
Andreas Gottschling
13/13 (6)
Topics addressed during plenary meetings of the
Supervisory Board
PDF (A4)
At our ordinary meeting on 8 February 2023, the Executive Board reported in
a regular cycle on the status of the cross-divisional client relationship manage-
ment. We also discussed the preliminary result for the 2022 financial year and
the Executive Board's dividend proposal for 2022. After in-depth discussion,
we set the amount of the variable remuneration for the Executive Board for
2022. We also adopted the 2022 corporate governance statement and ap-
proved the Executive Board's resolution to hold the 2023 Annual General
Meeting in a new online format. The Executive Board informed us in detail
about succession planning for the senior management level, the targets set
and achieved in terms of gender diversity, and the steps taken to build a global
pool of female talent. A status report was also given on the current status of
the public takeover offer for the Danish software company SimCorp, and the
further measures to build a new Investment Management Solutions segment
including ISS, STOXX and Qontigo. The Executive Board also informed us
about the structure of the partnership with a well-known global provider of
cloud infrastructure. We also adopted measures following the effectiveness re-
view in 2022.
Another core element of our Supervisory Board work in the reporting year was
the strategic expansion and reinforcement of our pre-trading business.
Deutsche Börse AG acquired all the shares in the Danish company SimCorp,
having successfully completed a public takeover offer. SimCorp is an interna-
tional software company that provides integrated front-to-back investment
management solutions for asset managers and other buy-side businesses. The
business of the newly acquired SimCorp was merged with the data and analyt-
ics business of Axioma. The businesses of ISS, Inc. and STOXX Ltd. were also
merged. A new segment, Investment Management Solutions, was created for
the SimCorp, Axioma and ISS STOXX businesses in order to reflect the size
and strategic importance of the pre-trading unit. At the Supervisory Board, we
accompanied these structural changes and the expansion of our business and
approved the necessary measures.
Another key focus of our Supervisory Board activities was the careful and
early preparation of the upcoming change at the head of the Executive Board.
With Stephan Leithner, we were able to ensure a convincing succession for
Theodor Weimer. He will take up office on 1 October 2024. Mr Leithner and
Mr Weimer will each exercise the function of Co-CEO until Mr Weimer's
scheduled departure at the end of 2024. The Supervisory Board has thus cre-
ated the conditions for an orderly change of leadership at an early stage.
The Supervisory Board would expressly like to thank Theodor Weimer, who
took office at the beginning of 2018. He initially made a significant contribu-
tion to stabilising Deutsche Börse AG and from then on decisively and actively
drove forward the strategic development of Deutsche Börse Group. Under his
leadership, Deutsche Börse Group has grown steadily and sustainably and has
seen extremely positive economic development.
The Supervisory Board also dealt with its future composition in the reporting
year. Representatives of shareholders and employees will be elected for a pe-
riod of office of three years in 2024. Please refer to the "Personnel matters"
section for details.
In the field of information technology, we discussed the partnership with a
well-known global provider of cloud infrastructure and the main projects to de-
velop the digital settlement platform D7 and an exchange for digital assets. Ar-
tificial intelligence and other new technologies, and the opportunities they rep-
resent for Deutsche Börse Group, were another key area of our work in this
field. In view of their great importance for the Group and the infrastructure ser-
vices it provides to financial and capital markets, we again discussed the sub-
jects of information security and cyber resilience in depth.
One overarching focal area of our work was again the discussion of different
topics relating to environmental, social and governance (ESG) matters. We dis-
cussed the updated climate strategy in detail, which is integrated into the new
Group strategy, Horizon 2026. The Supervisory Board also examined in detail
sustainability regulations and reporting and their implementation at Deutsche
Börse Group. Furthermore, we gained an overview of the future world of work
in the areas of information technology and financial services, which are im-
portant for us. Sustainability targets also play an important role in the system
PDF (A4)
Deutsche Börse Group - Annual report 2023
9
Q
Executive and Supervisory Board
At the ordinary meeting on 9 March 2023, the Executive Board again in-
formed us at length and in detail about the planned voluntary public takeover
offer for SimCorp and the further measures to build a new Investment Manage-
ment Solutions segment including ISS, STOXX and Qontigo. After an in-depth
Letter from the CEO
Report of the Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Further information
of remuneration for the Executive Board. In the context of the financial state-
ments, we adopted the 2022 remuneration report, which was approved by a
majority of 91.69 per cent of shareholders at the Annual General Meeting on
16 May 2023. The Supervisory Board also supported the Executive Board's
proposal to hold the Annual General Meeting online in the reporting year. This
was based, in particular, on the experience of online Annual General Meetings
held by Deutsche Börse AG in prior years and the concrete form of the online
Annual General Meeting as defined in the new legislation governing stock cor-
porations. Based on the positive experience of online general meetings to date,
the amended company's Articles of Association, which have been approved by
the 2023 Annual General Meeting, enable a corresponding decision to be
taken for the Annual General Meetings in the next two years.
In the reporting year, we again dealt with various legal matters, such as the
current status of litigation and legal proceedings involving Clearstream Banking
S.A. in the USA and Luxembourg, and the ongoing investigation by the Public
Prosecutor's Office in Cologne regarding the conception and settlement imple-
mentation of securities transactions by market participants over the dividend
date (cum-ex transactions). Market participants used such transactions to
make unjustified tax refund claims. In this context, the Supervisory Board also
dealt with investigations into such transactions by the stock exchange regulator
in the German state of Hesse.
Other important litigation and legal proceedings concerning Deutsche Börse
Group were also a key aspect of our work on the Supervisory Board. The effi-
ciency, suitability and effectiveness of the internal control system and the han-
dling of findings by internal control functions as well as external auditors and
regulatory authorities were another important area of our work.
In addition, the Supervisory Board Chair held meetings with institutional inves-
tors and proxy advisers in November and December 2023 to discuss current
governance topics affecting the Supervisory Board. These meetings focused on
the Supervisory Board's work in the reporting year, the outlook for 2024, the
upcoming personnel decisions for the Executive Board and Supervisory Board,
as well as a proposed increase in Supervisory Board remuneration.
The Supervisory Board Chair summarised his dialogue with investors in the
plenary meetings and the meetings of the Nomination Committee.
Our plenary meetings and workshops during the reporting period focused par-
ticularly on the following issues:
The Executive Board
The Supervisory Board
Combined
10/10 (5)
of changes in equity
Kronberg im Taunus
Dr. rer. pol.
Thomas Book, *1971
Appointed until: 31 October 2026
Chief Information Officer/Chief Operating Officer, Deutsche Börse AG
Member of the Executive Board since: 1 November 2018
Member of the Executive Board and
Nationality: German
Hamburg
Dr.-Ing.
Christoph Böhm, *1966
Member of the Executive Board since: 1 January 2018
Appointed until: 31 December 2024
Chief Executive Officer, Deutsche Börse AG
Nationality: German
Wiesbaden
Dr. rer. pol.
Theodor Weimer, *1959
The Executive Board
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
Letter from the CEO
Executive and Supervisory Board
Q
Nationality: German
4
Member of the Executive Board, Deutsche Börse AG,
Member of the Executive Board since: 1 July 2018
Appointed until: 30 June 2026
Deutsche Börse Group - Annual report 2023
PDF (A4)
Appointed until: 30 September 2025
Member of the Executive Board since: 1 October 2009
Member of the Executive Board and Chief Financial Officer,
Deutsche Börse AG
Nationality: German
Bad Homburg v.d. Höhe
(Diplom-Kaufmann)
Graduate degree in Business Administration
Gregor Pottmeyer, *1962
Appointed until: 30 June 2026
Member of the Executive Board since: 2 July 2018
responsible for Pre- & Post-Trading
Member of the Executive Board, Deutsche Börse AG,
Nationality: Austrian
Bad Soden am Taunus
Dr. oec. HSG
Stephan Leithner, *1966
Appointed until: 30 June 2028
responsible for Governance, People & Culture and Director of Labour Relations
Member of the Executive Board since: 1 July 2020
Member of the Executive Board, Deutsche Börse AG,
Nationality: German
Oberursel
Graduate degree in Economics
(Diplom-Volkswirtin)
Heike Eckert, *1968
Detailed information about the members of the Executive Board and their appointments to supervisory bodies
of other companies or comparable control bodies, as well as their CVs can be found on the internet under
www.deutsche-boerse.com/execboard
As at 31 December 2023 (unless otherwise stated)
responsible for Trading & Clearing
Executive Board
Deutsche Börse Group - Annual report 2023
Theodor Weimer
Chief Executive Officer
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
Q
The Executive Board
Letter from the CEO
Executive and Supervisory Board
Q
Takeover-related disclosures
120
5
PDF (A4)
Print version of the report:
(notes based on HGB)
Deutsche Börse AG
115
Corporate governance statement
91
Report on post-balance sheet date events
90
Report on expected developments
88
Responsibility statement by the
Independent Auditor's Report
239
Further information
PDF (A4)
Frankfurt am Main, 15 March 2024
Last year, the strategy that we have been pursuing with regular updates for
many years bore fruit again. We delivered very good figures and significantly
exceeded the targets that we set at the beginning of the year. And with the
decisions taken as part of Horizon 2026, the most recent update to our
strategy, we have created a strong basis from which to develop in the years
ahead.
throder weine
Yours,
I am certain that with this strategy, Deutsche Börse is well equipped for more
successful years of strong growth. We know where we want to go. And I
promise you this on behalf of the entire Executive Board - - we will not be
resting on our past successes.
Investment Management Solutions (IMS). This comprises the software and
analytics business of SimCorp and Axioma, as well as the index, data and
sustainability business of ISS STOXX. IMS is our new strategic cornerstone,
with great potential for organic growth and strong recurring revenues. It
enables us to address the buy side, i.e. institutional investors, as direct
customers. This is a market with above-average, secular growth. Third: we
are expanding our digital platforms for existing and new asset classes. The
partnership with Google Cloud that we also initiated last year plays a crucial
role here.
Further sustainable growth is now on the horizon. Our new Horizon 2026
strategy consists of three elements. First: we are banking on strong growth of
10 per cent per year; of which 7 per cent p.a. will come from our existing
businesses, and our acquisition of SimCorp has already contributed another
3 per cent p.a. on average. Second: we have created a new segment:
What else is coming up in 2024? We expect our net revenues to go up to more
than €5.6 billion. And our forecast for EBITDA is more than €3.2 billion. This
already includes the possibility of moderate interest rate cuts by central banks.
In the course of the latest update to our strategy in the context of Horizon
2026, we have modernised our dividend policy. We have adjusted the range
within which we distribute a dividend, which is now set at 30 to 40 per cent
of profits. This leads on seamlessly from our performance in recent years and
takes the further expected significant profit growth into account. And for the
first time, we are also promising you that the dividend per share will go up
every year. So for 2023, we are proposing a dividend of €3.80 per share. This
is 6 per cent more than in the previous year and represents around 40 per
cent of our profits. Share buybacks are now also part of our capital allocation
strategy again. We already started in early 2024 and will be returning the
record sum of €1 billion to you this year: €700 million via the dividend and
€300 million via share buybacks.
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
Letter from the CEO
Executive and Supervisory Board
Q
3
Deutsche Börse Group - Annual report 2023
PDF (A4)
Since we had our costs under control at the same time, despite higher capital
expenditure, our pre-tax profits - or EBITDA - rose sharply by 17 per cent, the
same amount as net revenues.
The increase was also driven by organic growth with a strong secular - which
means long-term - component. Here we reported an increase of 5 per cent.
This secular growth was particularly marked in energy trading, where we
gained additional market share and new customers. Then there were the
strong tailwinds from rising interest rates. They benefit interest rate derivatives,
but above all our net interest income. A total of 7 percentage points of our
growth was due to these cyclical influences.
In particular, I would like to express my gratitude for the success we had in
initiating and completing the biggest transaction in our company's history by
taking over the global software business SimCorp last year. It contributed
5 percentage points to our net revenue growth. This is almost one third of our
total growth in net revenue. And with an increase of 17 per cent overall in
2023, this growth was gratifyingly strong.
How did this development come about? We have consistently increased the
share of our recurring income in recent years, taking it to 63 per cent last year.
This is an achievement I am proud of, and on behalf of the entire Executive
Board, I would like to take this opportunity to thank all the employees of
Deutsche Börse sincerely for their dedication.
-
Despite this environment, the price fluctuations on the securities markets
organised by us were lower last year than they have been for a long time: they
were down by more than a third on the previous year, as measured by the
VSTOXX® index. In the past, this would necessarily have resulted in lower
revenues and profits for us, but that is no longer the case today. And that is
not only good news for our workforce, but also and especially - for you, our
shareholders.
The world in 2023 was dominated by Russia's ongoing war of aggression
against Ukraine, the terrorist attack on Israel and the military response to it,
the immeasurable suffering on both sides, and not least by a resurgence of
populist politics and extremist tendencies in many democracies around the
world. For the market participants that operate in this world, we at Deutsche
Börse Group are not only a pillar of stability, but also an engine of change.
Because we create trust in the markets of today and tomorrow, and we enable
innovation through investment by creating access to capital markets.
Dear shareholders,
ladies and gentlemen,
management report
238
Deutsche Börse AG, Frankfurt/Main
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
Letter from the CEO
Executive and Supervisory Board
Other disclosures
Oliver Greie, *1976
PDF (A4)
Regional Director,
Nationality: German
Member of the Supervisory Board since:
29 April 2022
Appointed by the court until: 2024
Shannon A. Johnston, *1971
Executive Vice President, Chief Digital Officer
and Deputy CIO,
Global Payments Inc., Atlanta
Nationality: US-American
Member of the Supervisory Board since:
18 May 2022
ver.di Saxony/Saxony-Anhalt/Thuringia region,
Leipzig
The Supervisory Board
Martin Jetter, *1959
Chairman
Nationality: German
Anja Greenwood, 1 *1974
Elected until: 2024
1 July 2020
Member of the Supervisory Board since:
Nationality: German
Andreas Gottschling, *1967
Elected until: 2024
16 May 2018
Member of the Supervisory Board since:
Nationality: German
ver.di federal administration, Berlin
Head of department Legal and Legal Policy,
Nadine Brandl, 1 *1975
Elected until: 2024
15 August 2018
Member of the Supervisory Board since:
Nationality: German
Elected until: 2024
Corporate & Regulatory Legal
Senior Expert, staff member in
Principle Legal Counsel
Markus Beck, 1*1964
Deputy Chairman
Elected until: 2024
24 May 2018
Member of the Supervisory Board since:
Elected until: 2024
Head of Customer Due Diligence & KYC,
European Commodity Clearing AG, Leipzig
Nationality: German
Susann Just-Marx, 1 *1988
European Energy Exchange AG, Leipzig
Nationality: German
Member of the Supervisory Board since:
8 May 2019
208
Report on opportunities
83
Risk report
64
Non-financial declaration
44
Economic situation
27
of financial position
Nationality: British, US-American
Strategy and steering parameters
Notes on the consolidated statement
154
Fundamental information about the Group
Notes on the consolidated income
statement
Deutsche Börse:
18
141
Notes to the consolidated financial
statements
133
Financial calendar
303
22
Founding Partner, Green & Blue Advisors
LLC, New York
Charles G.T. Stonehill, *1958
As at 31 December 2023 (unless otherwise stated)
Member of the Supervisory Board since:
15 August 2018
Elected until: 2024
As a rule, the term of office of the members of the Supervisory Board ends at the close of the
Annual General Meeting 2024.
1) Employee representative
Deutsche Börse Group - Annual report 2023
Achim Karle, *1973
Staff member in Equity & Index Sales EMEA
Eurex Frankfurt AG, Frankfurt/Main
Nationality: German
Member of the Supervisory Board since:
28 August 2018
Elected until: 2024
Barbara Lambert, *1962
Member of supervisory boards and boards of
directors, Givrins
Nationality: German, Swiss
Member of the Supervisory Board since:
16 May 2018
Elected until: 2024
Michael Rüdiger, *1964
Independent Management Consultant, Utting
am Ammersee
Nationality: German
Member of the Supervisory Board since:
19 May 2020
Elected until: 2024
Peter Günter Sack, 1 *1962
Staff member Clearing Design
Eurex Clearing AG, Frankfurt/Main
Nationality: German
Member of the Supervisory Board since:
17 November 2021
Elected until: 2024
Head of Sales Clearing
Member of the Supervisory Board since:
17 November 2021
Combined management report
The code of business conduct applies to members of the Executive Board, all
other executives and all employees of Deutsche Börse Group. In addition to
specifying concrete rules, the code of business conduct provides general guid-
ance as to how employees can contribute to implementing the defined values
in their everyday working life. The goals of the code of business conduct are to
provide guidance on working together in the company on a day-to-day basis,
to help resolve any conflicts and to resolve ethical and legal challenges. All
newly hired employees receive the code of business conduct as part of their
employment contract documentation. The code of business conduct is an inte-
gral part of the relationship between employer and employees at Deutsche
Börse Group. Breaches may lead to disciplinary action. The document is avail-
able at www.deutsche-boerse.com > Responsibility > Sustainability > Our
policies and guidelines.
International Labour Organization www.ilo.org: this UN agency is the interna-
tional organisation responsible for drawing up and overseeing international la-
bour standards. It brings together representatives of governments, employees
and employers to promote the joint development of policies and programmes.
Deutsche Börse Group has signed up to the ILO's labour standards and hence
has agreed to abide by them.
Sustainability in corporate governance
Sustainability is of significant importance for the corporate strategy of Deutsche
Börse Group. It is therefore an essential element of corporate governance at
the level of both the Executive Board and the Supervisory Board. The Executive
Board of Deutsche Börse AG takes all strategic decisions concerning sustaina-
bility matters at Deutsche Börse Group. It was supported in the reporting year
by the interdisciplinary Group Sustainability Board, which is chaired by the
CFO. The Group Sustainability Board is the central management board for sus-
tainability topics in Deutsche Börse Group. It deals with company initiatives
relating to environmental, social and governance topics (ESG). This includes
advising on and monitoring the integration of sustainability into corporate plan-
ning and controlling. The Group Sustainability Board has been replaced by the
Group Sustainability Committee as of 1 January 2024. The Group Sustainabil-
ity Committee is the new central management unit for sustainability topics in
Deutsche Börse Group. It is chaired by the Chief Sustainability Officer and
supports and advises the Executive Board on all aspects of sustainability. The
Group Sustainability Committee is intended to ensure the implementation of
effective ESG practices in accordance with applicable policies and guidelines.
PDF (A4)
Deutsche Börse Group - Annual report 2023
93
Charta der Vielfalt www.charta-der-vielfalt.de: as a signatory to the Diversity
Charter, the company has committed to acknowledging, respecting and pro-
moting the diversity of its workforce, customers and business associates – irre-
spective of their age, gender, disability, race, religion, nationality, ethnic back-
ground, sexual orientation or identity.
Q
Combined management report
Deutsche Börse:
Fundamental information about the Group
42
Economic situation
Non-financial declaration
Executive and Supervisory Board
UN Global Compact www.unglobalcompact.org: this voluntary business initia-
tive established by the United Nations aims to achieve a more sustainable and
more equitable global economy. At the heart of the compact are ten principles
covering the areas of human rights, labour, environment protection and anti-
corruption. Deutsche Börse Group has submitted annual communications on
progress (COPs) on its implementation of the UN Global Compact since 2009.
Q
Sustainability and values
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Code of conduct for suppliers
Deutsche Börse Group not only requires its management and staff to adhere to
high standards it demands the same from its suppliers and service providers.
The code of conduct for suppliers as applicable to Deutsche Börse AG and the
central purchasing department requires suppliers, among other things, to re-
spect human rights and environmental regulations and to comply with mini-
mum standards in these areas. The minimum standards also incorporate the
requirements of the German Lieferkettensorgfaltspflichtengesetz (Supply Chain
Due Diligence Act) and the UK Modern Slavery Act. Service providers and sup-
pliers must sign this code of conduct or enter into an equivalent voluntary
commitment before they can do business with Deutsche Börse AG and the
Group companies represented by the central purchasing department. The code
of conduct for suppliers is reviewed regularly in the light of current develop-
ments and amended if necessary. It can be found online at www.deutsche-bo-
erse.com > Responsibility > Sustainability > Our policies and guidelines.
Risk report
Executive and Supervisory Board
Report on opportunities
Report on post-balance sheet date events
Corporate governance statement
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
94
Non-financial declaration
92
Deutsche Börse Group - Annual report 2023
PDF (A4)
-
Acting responsibly means having values that are shared by all employees
throughout the Group. Deutsche Börse AG therefore has a code of business
conduct that is reviewed every year. This document, which is adopted by the
Executive Board and applies throughout the Group, defines the foundations of
key ethical and legal standards, including – but not limited to - the following
topics:
Code of business conduct
Risk report
44
Deutsche Börse Group - Annual report 2023
PDF (A4)
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
The Group ESG Strategy department, which reports to the CEO, primarily pro-
vides support by continuously monitoring the ESG profile and climate strategy
of Deutsche Börse Group. Responsibility for ESG reporting was transferred
from Group ESG Strategy to the section Sustainability Reporting, which is part
of the CFO function, on 1 October 2023.
At the Supervisory Board level, the Strategy and Sustainability Committee has
dealt, in particular, with sustainable corporate governance and activities in the
field of ESG at Deutsche Börse Group since 2021. In addition to embedding
ESG in the work of the Supervisory Board in this way, it is particularly im-
portant for the board as a whole and in the other Supervisory Board commit-
tees, especially the Audit Committee, the Risk Committee and the Nomination
Committee. Current, relevant sustainability aspects also form part of the train-
ing programme for the Executive Board and Supervisory Board and are dealt
with in workshops and seminars.
To promote the sustainable development of the Deutsche Börse Group, ESG
targets are an integral part of the remuneration system for the Executive Board.
Details of the Executive Board remuneration system can be found in the
"Remuneration report".
Further information on this subject can be found online at www.deutsche-bo-
erse.com > Responsibility > Sustainability. More information about the Super-
visory Board committee, Strategy and Sustainability, can be found in the chap-
ter Supervisory Board committees. Details of the work carried out by the Strat-
egy and Sustainability Committee are included in the "Supervisory Board Re-
port".
Control and risk management systems
Deutsche Börse Group's pivotal role in the financial sector requires that it han-
dles information and risks responsibly. The Group has a number of rules and
processes for this purpose. They comprise both statutory and internal rules
that can be adapted specifically to individual industry segments. They include
policies on whistleblowing, risk management and the internal control system.
Whistleblower system
Deutsche Börse Group plays an active role in the fight against breaches of
rules and regulations. One example is Deutsche Börse Group's whistleblowing
system, which provides a channel to report non-compliant behaviour.
Deutsche Börse Group uses the Business Keeper Monitoring System
(BKMS®), an online application that enables employees, clients and third par-
ties to report matters that could be criminal offences and incidents of non-
compliance by employees or third parties concerning the business of Deutsche
Börse Group. Reports can be made in their own name or anonymously and
can be made around the clock.
Further information regarding the whistleblower system can be found at
www.deutsche-boerse.com > Our Company > Contact > Whistleblower sys-
tem.
Report on expected developments
Strategy and steering parameters
Risk report
Report on expected developments
■ At least four members who are elected by the Supervisory Board
■ At least one member with financial reporting expertise and one other member with auditing expertise²
■ All members familiar with the financial sector
■ Prerequisites for the chair of the committee: the person concerned must be independent, and must have specialist knowledge and experience either (i) in the
application of accounting principles and internal control and risk management systems or (ii) in auditing, whereby accounting and auditing also include sustaina-
bility reporting and its auditing
■ Persons who cannot chair the committee: the Chair of the Supervisory Board; former members of the company's Executive Board whose appointment ended less
than two years ago
Responsibilities
■ Deals with issues relating to the preparation of the annual budget and financial topics, particularly capital management
■ Deals with issues relating to the adequacy and effectiveness of the company's control systems - in particular, to risk management, compliance and internal audit
■ Deals with audit reports and financial reporting issues, including oversight of the financial reporting process
Provisions for the composition
■ Half-yearly financial reports, plus any quarterly financial reports, discusses the results of the reviews with the auditors
■ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election of the external auditors of the annual financial statements, the
consolidated financial statements and the half-yearly financial report (to the extent that the latter is audited or reviewed by external auditors) and makes corre-
sponding recommendations to the Supervisory Board
■ Reviews the non-financial reporting (sections 289b, 315b HGB)
■ Monitors the audit, particularly the selection and the independence of the external auditors, the quality of the audit and the additional services provided by the
auditors
■ Issues the engagement letter to the external auditor of the annual financial statements and the consolidated financial statements - including, in particular, the
decision on and the commissioning of assigning the auditor (i) to review or audit the half-yearly financial reports, (ii) to review the non-financial reporting and (iii)
to audit the remuneration report, as well as determining focal areas of the audit and the audit fee
■ Prepares the Supervisory Board's resolution approving the statement on the German Corporate Governance Code pursuant to section 161 of the AktG and the
corporate governance statement in accordance with section 289f of the HGB
■ Control procedures on related-party transactions pursuant to section 111a (2) sentence 2 AktG
■ Every member of the Audit Committee has the right to obtain information via the Chair of the Audit Committee from the heads of the company's main central de-
partments; the Chair of the Audit Committee notifies all the committee members of the information obtained
2) Barbara Lambert has the expertise in auditing and Michael Rüdiger has the expertise in financial reporting required by section 100 (5) AktG. For details see the chapter Targets for composition and qualification requirements
of the Supervisory Board.
Deutsche Börse Group - Annual report 2023
■ Examines the annual financial statements and the management report, the consolidated financial statements and the Group management report, discusses the
audit report with the external auditors and prepares the Supervisory Board's resolutions adopting the annual financial statements and approving the consolidated
financial statements, as well as the resolution on the Executive Board's proposal on the appropriation of profit
1) Employee representatives.
■ Michael Rüdiger
■ Achim Karle¹
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Supervisory Board committees in the reporting year: composition and responsibilities
Audit Committee
Members
■ Barbara Lambert (Chair)
Andreas Gottschling
Oliver Greie¹
■ Susann Just-Marx¹
99
Deutsche Börse:
PDF (A4)
Executive and Supervisory Board
Responsibilities
Develops a diversity concept for the Supervisory Board
■ Deals with the regular, at least annual assessment of the structure, size, composition and performance of the Executive Board and Supervisory Board, as well as
possible improvements
■ Deals with the regular, at least annual assessment of the qualification requirements of individual members of the Executive Board and Supervisory Board, and the
Executive Board and Supervisory Board as a whole
■ Presentation of competencies in the qualification matrix and preparation of the resolution by the Supervisory Board
■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's election proposal to the Annual General Meeting (the proposal is
submitted by shareholder representatives), including the regular review of the concrete targets and qualification requirements on which proposals are based
■Reviews the principles for the selection and appointment of Executive Board members and making recommendations to the Supervisory Board in this regard
■ Addresses succession planning for the Executive Board, identifies suitable candidates to fill a position on the Executive Board and preparing the resolution to be
passed by the Supervisory Board
■ Enters into, amends or terminates service agreements within the framework defined by the Supervisory Board
■ Prepares resolutions of the Supervisory Board on the remuneration system for Executive Board
■ Prepares resolutions of the Supervisory Board on aggregate remuneration and retirement benefits of individual Executive Board members and determines payments to
surviving dependants and any other similar payments; regularly reviews the reasonableness of Executive Board remuneration and develops proposals for any adjust-
ments where required
■ At least five other members who are elected by the Supervisory Board
■ Prepares the reporting on the remuneration of the Executive Board and Supervisory Board
■ Approves the granting or revocation of general powers of attorney
-
Approves cases in which the Executive Board grants employee's retirement pensions or other individually negotiated retirement benefits, or proposes to enter into
employer/works council agreements establishing pension plans
■ Decides on deferring publication of insider information and on drafting ad hoc notifications on information for which the Supervisory Board is responsible
■ Other tasks and duties set forth in section 4b (5) of the BörsG
1) Employee representatives
PDF (A4)
Deutsche Börse Group - Annual report 2023
100
■ Approves appointments of members of Deutsche Börse AG's Executive Board to other executive boards, supervisory boards, advisory boards and similar boards, as
well as other part-time work and honorary appointments, including any exemptions from the approval requirement
■ Chaired by the Chair of the Supervisory Board
Provisions for the composition
■ Clara-Christina Streit
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Nomination Committee
Members
■Martin Jetter (Chair)
■ Markus Beck¹
■Nadine Brandl¹
Anja Greenwood¹
■Michael Rüdiger
Q
Report on opportunities
Combined management report
Q
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
the corresponding information rights and obligations of the Executive Board
and Supervisory Board exceeding statutory regulations.
Risk report
Deutsche Börse AG's Executive Board
The members of the Executive Board are jointly responsible for all aspects of
management. Irrespective of this collective responsibility, the individual mem-
bers manage the company's business areas assigned to them in the Executive
Board's schedule of responsibilities independently and are personally responsi-
ble for them. In addition to the business areas, the functional areas of respon-
sibility are that of the Chief Executive Officer (CEO), the Chief Financial Officer
(CFO), the Chief Information Officer/Chief Operating Officer (CIO/COO) and
Governance, People & Culture. The business areas cover the operating busi-
ness units, such as the company's cash market activities, the derivatives busi-
ness, the market data business, securities settlement and custody, collateral
and liquidity management, fund distribution services as well as the Investment
Management Solutions segment with offerings in the areas of indices, analyt-
ics, sustainability information (ESG) and software. For details, see
"Deutsche Börse: Fundamental information about the Group" section and
www.deutsche-boerse.com > Company > Deutsche Börse Group > Business
areas.
Further details of the Executive Board's work are set out in the bylaws that the
Supervisory Board has adopted for the Executive Board. Among other things,
these list issues that are reserved for the entire Executive Board, special
measures requiring the approval of the Supervisory Board, other procedural de-
tails and the arrangements for passing resolutions. The Executive Board holds
regular meetings. They are convened by the CEO, who coordinates the work of
the Executive Board. Any Executive Board member can require a meeting to be
convened. In accordance with its bylaws, the entire Executive Board normally
takes decisions on the basis of resolutions passed by a simple majority of the
members voting on them in each case. If a vote is tied, the CEO has the cast-
ing vote.
More information on the Executive Board, its composition, members' individual
appointments and biographies can be found at www.deutsche-boerse.com >
Investor Relations> Corporate Governance > Executive Board.
Deutsche Börse AG's Supervisory Board
The Supervisory Board supervises and advises the Executive Board in its man-
agement of the company. This also covers sustainability matters. The Supervi-
sory Board supports the Executive Board in significant business decisions and
provides advice on strategically important issues. In the Rules of Procedures
for the Executive Board, the Supervisory Board has defined transactions of fun-
damental importance which require its approval. In addition, the Supervisory
Board is responsible for appointing the members of the Executive Board, de-
ciding on their total remuneration and examining Deutsche Börse AG's annual
and consolidated financial statements and the combined management report.
Details of the Supervisory Board's work during the 2023 financial year can be
found in the "Report of the Supervisory Board".
PDF (A4)
Deutsche Börse Group - Annual report 2023
96
The Executive Board manages Deutsche Börse AG and the Deutsche Börse
Group. The Executive Board had six members in the reporting year. The main
duties of the Executive Board include defining the Group's corporate goals and
sustainable strategic orientation, managing and monitoring the operating units,
as well as establishing and monitoring an efficient risk management system.
The Executive Board is responsible for preparing the annual and consolidated
financial statements of Deutsche Börse AG, as well as for producing financial
information during the course of the year. In addition, it must ensure the com-
pany's compliance with legal requirements and official regulations.
Non-financial declaration
Economic situation
Strategy and steering parameters
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Policies and guidelines on control and risk management system
Functioning control systems are important parts of stable and sustainable busi-
ness processes. Deutsche Börse Group's enterprise-wide control systems are
embedded in an overarching framework. This comprises, among other things,
the legal requirements, the recommendations of the German Corporate Govern-
ance Code, international regulations and recommendations and other com-
pany-specific policies. The executives responsible for the different elements of
the control system are in close contact with each other and with the Executive
Board. Key aspects of its design and implementation are also reported regu-
larly to the Supervisory Board or its committees. Equally, the Group has an en-
terprise-wide risk management system that covers and provides mandatory
rules for functions, processes and responsibilities. The internal control system
and risk management system also cover sustainability-related targets. Details
of the internal control system and risk management at Deutsche Börse Group
can be found in the "Risk report" section.
From its examination of the internal control and risk management system and
the reports of the Internal Audit function regarding its risk-oriented and pro-
cess-independent controls conducted, the Executive Board does not have any
indications which would result in reservations regarding the appropriateness
and efficacy of the systems.
Working practices of the Executive Board and the
Supervisory Board
-
An important fundamental principle of the German Stock Corporation Act is the
dual board system – which assigns separate, independent responsibilities to
the Executive Board and the Supervisory Board. These responsibilities and
their implementation at Deutsche Börse AG are set out in detail in the follow-
ing paragraphs.
Both boards perform their duties in the interests of the company and with the
aim of achieving a sustainable, long-term increase in value. Their actions are
based on the principle of responsible corporate governance. The Executive
Board and Supervisory Board of Deutsche Börse AG therefore work closely to-
gether in a spirit of mutual trust. The Executive Board provides the Supervisory
Board with comprehensive information on the company's and the Group's po-
sition and the course of business in a regular and timely manner. In addition,
the Executive Board informs the Supervisory Board regularly concerning issues
relating to corporate planning, the risk situation and risk management, compli-
ance and the company's control systems. The strategic orientation of the com-
pany is examined in detail and agreed upon with the Supervisory Board. Im-
plementation of the relevant measures is discussed at regular intervals. The
Chief Executive Officer reports to the Supervisory Board without undue delay,
orally or in writing, on matters that are of special importance to the company.
In addition, the CEO keeps the Chair of the Supervisory Board continuously
and regularly informed of the current developments affecting the company's
business, significant transactions, upcoming decisions and the long-term out-
look and discusses these issues with him or her. The Supervisory Board may
also request reports from the Executive Board at any time, especially on mat-
ters and business transactions at Deutsche Börse AG and subsidiaries that
have a significant impact on Deutsche Börse AG's position. The Rules of Pro-
cedures for the Executive Board and Supervisory Board contain provisions on
Deutsche Börse Group - Annual report 2023
PDF (A4)
95
Q
Executive and Supervisory Board
Deutsche Börse:
Fundamental information about the Group
Q
Executive and Supervisory Board
Executive and Supervisory Board
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Deutsche Börse:
Takeover-related disclosures
The Supervisory Board's goal in establishing committees is to improve the effi-
ciency of its work by examining complex matters in smaller groups that pre-
pare them for the plenary meeting of the Supervisory Board. Additionally, the
Supervisory Board has delegated individual decision-making powers to the
committees, to the extent that this is legally permissible. The Supervisory
Board had seven committees in the reporting period. For details of the commit-
tees, please refer to the tables Supervisory Board committees in the reporting
year: composition and responsibilities. Their individual responsibilities are gov-
erned by the Supervisory Board's bylaws. The committees' rules of procedure
correspond to those for the plenary meeting of the Supervisory Board. Details
of the current duties and members of the individual committees can be found
online at www.deutsche-boerse.com > Corporate Governance > Investor Re-
lations Supervisory Board > Committees.
The chairs of the individual committees report to the plenary meeting about
the subjects addressed and resolutions passed in the committee meetings.
Outside the meetings the Chair of the Audit Committee also reports regularly to
the Audit Committee and the full Supervisory Board on her regular exchanges
with the annual auditor. Information on the Supervisory Board's concrete work
and meetings during the reporting period can be found in the Report of the Su-
pervisory Board.
More information on the Supervisory Board and its committees, the individual
members and their appointments and biographies, can be found at:
www.deutsche-boerse.com > Corporate Governance> Investor Relations >
Supervisory Board.
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
98
PDF (A4)
Supervisory Board committees
Combined management report
Executive and Supervisory Board
Q
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
■ Corporate responsibility; human rights; ethical conduct
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
The Supervisory Board consists of 16 members, made up of an equal number
of shareholder representatives and employee representatives in line with the
German Mitbestimmungsgesetz (MitbestG, German Co-determination Act). The
term of office of the current members ends at the Annual General Meeting in
2024.
The Supervisory Board holds at least six regular meetings every year. In addi-
tion, extraordinary meetings are held as required. Executive Board members
attend the meetings unless the Supervisory Board decides otherwise in any
particular case. The Supervisory Board also meets regularly without the Execu-
tive Board. Exchanges also take place as necessary with the annual auditors.
The committees also hold regular meetings. Unless mandatory statutory provi-
sions or the articles of incorporation call for a different procedure, the Supervi-
sory Board passes its resolutions by a simple majority. If a vote is tied, the
Chair has the casting vote. Further details of how the Supervisory Board and
its committees work are defined in particular in the Rules of Procedure for the
Supervisory Board, which can be downloaded at www.deutsche-boerse.com >
Investor Relations > Corporate Governance > Supervisory Board > Rules of
procedure.
The Supervisory Board reviews both the knowledge, skill and experience of the
Executive Board and Supervisory Board as a whole and of their members regu-
larly, at least once a year, and examines the structure, size, composition and
performance of the Executive Board and Supervisory Board. Its review is based
on a catalogue of specific targets, including qualification requirements, which,
in turn, are reviewed regularly by the Supervisory Board. As a result of this re-
view the qualification matrix was amended in the reporting year to show the
competences "Strategy” and “Sustainability” separately. In this way, the Super-
visory Board has made the qualification matrix even more transparent. The Su-
pervisory Board also regularly, at least once a year, reviews the effectiveness of
its work, discusses opportunities for improvement and decides on suitable
measures if necessary. The concrete targets are described in the chapter Tar-
gets for composition and qualification requirements of the Supervisory Board
and the annual effectiveness review is described in the chapter Examination of
the effectiveness of Supervisory Board work.
The Chair of the Supervisory Board consults, on a regular basis, with the
shareholder and employee representatives on the Supervisory Board, also out-
side the meetings, and arranges talks to prepare for the Supervisory Board
meetings as necessary. Separate pre-meetings of shareholder and employee
representatives also take place regularly before the ordinary meetings of the
full Supervisory Board.
PDF (A4)
Deutsche Börse Group - Annual report 2023
40
97
Combined management report
Equal opportunities and protection against undesirable behaviour
Deutsche Börse Group's business activities are based on the legal frameworks
and ethical standards of the different countries in which the Group operates. A
key way in which we underscore the values we consider important for the
Deutsche Börse Group is by joining initiatives and organisations that advocate
generally accepted ethical standards. Relevant memberships are as follows:
■ Risk management
Disclosures on overriding statutory provisions
The annual declaration of conformity pursuant to section 161 Aktiengesetz
(AktG, German Stock Corporation Act) can also be found online at
www.deutsche-boerse.com > Investor Relations > Corporate Governance >
Declaration of Conformity. The declarations of conformity for the past five
years are also available there.
Further, since the last declaration of conformity was issued on 7 December
2022, all recommendations of the GCGC have also been complied with."
All recommendations of the German Corporate Governance Code (GCGC) in
the current version dated 28 April 2022, which was published in the Federal
Gazette on 27 June 2022 are currently complied with and will continue to be
complied with in the future.
"Declaration of the Executive Board and the Supervisory Board of Deutsche
Börse AG pursuant to section 161 Aktiengesetz (AktG - German Stock Corpo-
ration Act)
On 7 December 2023, the Executive Board and Supervisory Board of
Deutsche Börse AG issued the following Declaration of Conformity:
Declaration of Conformity pursuant to section 161
Aktiengesetz (AktG, German Stock Corporation Act)
Further information
Remuneration report
Consolidated financial statements/notes
Deutsche Börse Group attaches great importance to the principles of good corporate governance and control.
In this statement, we report on corporate governance at Deutsche Börse AG in accordance with principle 23
of the Deutscher Corporate Governance Kodex (German Corporate Governance Code). The statement contains
the corporate governance statement pursuant to section 315d in conjunction with section 289f Han-
delsgesetzbuch (HGB, German Commercial Code).
Corporate governance statement
(disclosures based on HGB)
Takeover-related disclosures
The Executive Board and Supervisory Board of Deutsche Börse AG declare, in
accordance with recommendation F.4 GCGC, that recommendation D.4 GCGC
was not applicable to the company in 2023 because of the overriding statutory
requirement of section 4 b of the German Stock Exchange Act (Börsengesetz,
BörsG). Recommendation D.4 GCGC states that the Supervisory Board shall
form a Nomination Committee composed exclusively of shareholder represent-
atives. In accordance with section 4 b of the German Stock Exchange Act,
however, the Nomination Committee also assists the Supervisory Board of
Deutsche Börse AG in selecting candidates for the Executive Board. As this
task shall not be performed exclusively by shareholder representatives of the
Supervisory Board, and in line with the practice to date, the Nomination Com-
mittee also includes employee representatives.
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
■ Environmental awareness
Corporate governance statement
Disclosures on suggestions of the GCGC
Combined management report
PDF (A4)
The GCGC consists of both recommendations (denoted in the text by the use of
the word "shall"), which are reported in the Declaration of Conformity in ac-
cordance with section 161 AktG, and suggestions (denoted in the text by the
use of the word "should"). Deutsche Börse AG fully complies with them.
■ Prevention of corruption
■ Prevention of insider trading and market manipulation; personal account
dealings
■ Conflicts of interest
• Compliance with legislation and regulations; whistleblower system
Confidentiality and the handling of sensitive information
Deutsche Börse Group's global orientation means that binding policies and
standards of conduct must apply at all of the Group's locations around the
world. Specifically, the main objectives of these principles for collaboration are
to ensure responsibility, respect and mutual esteem. The Group also adheres
to these principles when implementing its business model. Communications
with clients, investors, employees and the general public are based on timely
information and transparency. In addition to focusing on generating profit,
Deutsche Börse Group's business is managed sustainably in accordance with
recognised legal, social and ethical standards.
Conduct policies
Information on corporate governance practices
Publicly available information in accordance with
section 289f (2) no. 1a HGB
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
The current remuneration report and the auditors' statement pursuant to sec-
tion 162 AktG, the current remuneration system pursuant to section 87a (1)
and (2) sentence 1 AktG and the latest resolution on remuneration pursuant to
section 113 (3) AktG are available at www.deutsche-boerse.com > Investor
Relations Corporate Governance > Remuneration.
Report on post-balance sheet date events
Deutsche Börse Group - Annual report 2023
Corporate governance statement
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
91
Economic situation
Non-financial declaration
Risk report
Report on expected developments
Report on opportunities
Fundamental information about the Group
Strategy and steering parameters
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Further information
Targets for composition and qualification requirements
of the Supervisory Board
In accordance with recommendation C.1 GCGC, the Supervisory Board has
adopted a catalogue of specific targets concerning its composition that should
serve, above all, as a basis for the nomination of future members. The targets
include qualification requirements as well as diversity targets. Furthermore,
members shall have sufficient time, as well as the personal integrity and suita-
bility of character, to exercise their office. In addition, more than half the
shareholder representatives on the Supervisory Board shall be independent.
The targets, including the qualification requirements, are reviewed by the Su-
pervisory Board regularly, at least annually, and modified as necessary. The
status of implementation can be seen in the qualification matrix at the end of
this statement.
In the reporting year, the Supervisory Board reviewed the specific targets at the
recommendation of the Nomination Committee and refined them, so that the
competences "Strategy" and "Sustainability” are shown separately in the quali-
fication matrix from this reporting year onwards. In this way, the Supervisory
Board has made the qualification matrix even more transparent, and in partic-
ular it also shows in which ESG areas the respective Supervisory Board mem-
bers have sustainability experience. The Supervisory Board, supported by the
Nomination Committee, also examined the targets for the overall board and for
the individual members and confirmed that they had been met.
Qualification requirements
Report on opportunities
Remuneration report
Risk report
■Chaired by the Chair of the Supervisory Board
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
102
Deutsche Börse Group - Annual report 2023
PDF (A4)
■ Tasks and duties pursuant to section 31 (3) MitbestG
Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one employee representative each
Responsibilities
Given their knowledge, skills and professional experience, members of the
Supervisory Board shall have the ability to perform the duties of a supervisory
board member in a company with international business activities. The Super-
visory Board has determined necessary basic competencies and particular
competencies. The particular competences are derived from the business
model, the corporate targets, as well as from specific regulations applicable to
Deutsche Börse Group.
Provisions for the composition
Non-financial declaration
Basic competencies
Combined management report
Understanding of business issues
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
1) Employee representatives
Executive and Supervisory Board
Q
103
Deutsche Börse Group - Annual report 2023
PDF (A4)
■ Understanding of the member's own position and responsibilities
▪ Understanding of sustainability matters as relevant to
Deutsche Börse AG
• Understanding of Deutsche Börse Group's structure
■ Knowledge of the financial sector
Understanding of Deutsche Börse AG's activities
■ Understanding of the corporate governance system
▪ Analytical and strategic skills
Ideally, each Supervisory Board member has the following basic competen-
cies:
■ Barbara Lambert
Chairman's Committee
■Markus Beck¹
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
101
Deutsche Börse Group - Annual report 2023
1) Employee representatives
PDF (A4)
■ Deals with significant projects for Deutsche Börse Group
■ Deals with sustainable corporate governance and business activities of Deutsche Börse Group in the areas environmental, social and governance (ESG) criteria (un-
less another committee is responsible)
■ Addresses fundamental strategic and business issues and deals with the group's purpose
■ Advises the Executive Board on matters of strategic importance to the company and its affiliates
Responsibilities
■ At least five other members who are elected by the Supervisory Board
■ Chaired by the Chair of the Supervisory Board
Provisions for the composition
■Charles Stonehill
■Chong Lee Tan
■ Peter Sack¹
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Technology Committee
■ Martin Jetter (Chair)
Members
Mediation Committee
■ Time-sensitive affairs
Deputy Chair of the Supervisory Board as well as one shareholder representative and one employee representative who are elected by the Supervisory Board
Responsibilities
■ Chaired by the Chair of the Supervisory Board
Provisions for the composition
■ Clara-Christina Streit
■ Nadine Brandl¹
■Markus Beck¹
■ Martin Jetter (Chair)
Members
Particular competencies
■ Oliver Greie¹
Further information
Consolidated financial statements/notes
■ Oversees monitoring of technological innovations, the provision of IT services, the technical performance and stability of IT systems, operational IT risks, and infor-
mation security services and risks
■ Advises on IT strategy and architecture
Supports the Supervisory Board in meeting its supervisory duties with respect to the information technology used to execute the Group's business strategy and with
respect to information security
■ At least four members who are elected by the Supervisory Board
Responsibilities
Provisions for the composition
■ Daniel Vollstedt¹
■ Charles Stonehill
■ Peter Sack¹
■ Andreas Gottschling
■Markus Beck¹
■ Shannon A. Johnston
(Chair)
Members
Remuneration report
The requirements for particular competences refer to the Supervisory Board in
its entirety. At least two of its members should have sound knowledge, espe-
cially concerning the following topics:
Q
■ Information technology and security, digitalisation
The Supervisory Board has set itself the objective of considering an appropriate
range of educational and professional backgrounds regarding its own composi-
tion, as well as regarding the composition of the Executive Board. In addition
to possessing professional experience in the financial services industry, mem-
bers of the Executive Board and the Supervisory Board also have a profes-
sional background in consultancy, the IT sector, auditing, administration and
regulation. In terms of professional education, most members have business,
economics or legal degrees, in addition to backgrounds in IT, engineering and
other areas. Education and professional experience thus also contribute to ful-
filling the previously mentioned qualification requirements for Supervisory
Board members.
Educational and professional background
The same applies to the Executive Board, where Stephan Leithner holds non-
German citizenship, and whose members have gained long-standing interna-
tional working experience as well.
The composition of the Executive Board and the Supervisory Board shall reflect
the company's international activities. With Dr Andreas Gottschling, Shannon
A. Johnston, Barbara Lambert, Charles Stonehill, Clara-Christina Streit and
Chong Lee Tan, there are six shareholder representatives on the Supervisory
Board who are not, or not exclusively, German citizens. In addition, many of
the members of the Supervisory Board have long-term professional experience
in the international field or are working abroad on a permanent basis. The Su-
pervisory Board will therefore continue to meet the objectives concerning its
international composition.
International profile
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
106
Deutsche Börse Group - Annual report 2023
PDF (A4)
A statutory minimum quota for the Executive Board was introduced in the Act
to Extend and Amend the Act on Equal Participation of Women and Men in
Management Positions in the Private and Public Sectors (FüPoG II) of 10 June
2021. Executive Boards of listed companies with more than three members
must include at least one woman and one man (section 76 (3a) AktG). This
statutory minimum participation requirement replaces the obligation of compa-
nies to set a legally non-binding target quota. Deutsche Börse AG meets these
statutory requirements and reports on them in accordance with section 289f
(2) No. 5a HGB.
In detail: with regard to the Supervisory Board, the legally binding gender
quota of 30 per cent in accordance with section 96 (2) AktG applies. In order
to prevent any discrimination of either shareholder representatives or employee
representatives, and in order to increase the planning security in the relevant
election procedures, the shareholder representatives on the Supervisory Board
have opposed the overall fulfilment of the quota in accordance with section 96
(2) sentence 2 AktG. Thus, the minimum quota of 30 per cent is to be com-
plied with for each gender both with regard to the shareholder representatives
and to the employee representatives. Based on the statutory calculation
method, this means that at least two women and two men from both the
shareholder representatives and the employee representatives must be on the
Supervisory Board. There are currently six women on the Supervisory Board:
three women among the shareholder representatives and three women among
the employee representatives. The statutory gender quota is therefore fulfilled.
Future personnel decisions will take this into account.
The composition of both Deutsche Börse AG's Supervisory Board and Execu-
tive Board is in line with the objectives stated above.
The following qualification matrix provides an overview of how the main tar-
gets for the composition of the Supervisory Board are met, and of the extent to
which the particular competencies defined in the qualification requirements
are present.
Deutsche Börse Group - Annual report 2023
PDF (A4)
Male
Independent
Markus Beck
2018
2018
Member since
(Chair)
Martin Jetter
Qualification matrix: Profile and particular competencies of Supervisory Board members
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
The Supervisory Board is also determined to increase the proportion of women
on the Executive Board, taking the current appointments into consideration.
Currently, there is one female member on the board.
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
107
Corporate governance statement
Some 37.5 per cent of the shareholder representatives of the Supervisory
Board are women and the Supervisory Board is determined to further increase
this share.
Deutsche Börse AG meets the statutory requirements for the proportion of
women on the Executive Board and the Supervisory Board. This applies partic-
ularly to the diversity requirements for the Executive Board that have been in
force since 2021.
Regulations require us to consider one aspect of this diversity in particular de-
tail in this report: the share of women holding management positions.
Independence of Supervisory Board members
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
In accordance with recommendation C.6 GCGC, the Supervisory Board shall
be comprised of what it considers to be an appropriate number of independent
shareholder representatives. The shareholder representatives on the Supervi-
sory Board therefore decided that at least half the shareholder representatives
on the Supervisory Board shall be independent. Supervisory Board members
are considered to be independent within the meaning of C.6 GCGC if they are
independent of the company and its Executive Board and independent of any
controlling shareholder. In particular, Supervisory Board members are no
longer to be considered independent if they have a personal or business rela-
tionship with the company or its Executive Board that may cause a substantial
(and not merely temporary) conflict of interest. According to recommendation
C.7 GCGC, more than half the shareholder representatives shall be independ-
ent of the company and the Executive Board.
Deutsche Börse:
Executive and Supervisory Board
■ Achim Karle¹
104
Deutsche Börse Group - Annual report 2023
PDF (A4)
Michael Rüdiger has a degree in business studies and specialised in finance
and controlling. He has many years of experience in the finance industry and
until 2019 was CEO of Deka Bank Deutsche Girozentrale. In addition to his
work on the Supervisory Board of Deutsche Börse AG, where he has also been
a member of the Audit Committee since 2020, Michael Rüdiger chairs the Au-
dit Committee at Evonik Industries AG and chairs the Supervisory Board of
BlackRock Asset Management Deutschland AG (2023) and the Board of Di-
rectors of BlackRock Asset Management Schweiz AG (since 2023). In these
functions he regularly attends the training sessions offered by the respective
companies. Michael Rüdiger is a member of relevant networks, such as the
German Audit Committee Chair Network of the Audit Committee Institute e.V.,
where he discusses professional issues and receives ongoing training. He also
regularly attends individual training courses on aspects of auditing and ac-
counting, where he makes use of the expertise offered by large auditing firms.
His full curriculum vitae is available at www.deutsche-boerse.com > Investor
Relations Corporate Governance > Supervisory Board > Michael Rüdiger.
2023) and of the two companies UBS Switzerland AG (since 2022) and Credit
Suisse (Switzerland) AG (since 2023), which belong to the same group of
companies. In these functions, she regularly attends the training sessions of-
fered by the respective companies. Alongside her work on boards of directors
and supervisory boards, Barbara Lambert is a member of many relevant pro-
fessional associations and networks, such as the Swiss expert association for
auditing, tax and trusts (EXPERTsuisse), where in 2007 she was also a mem-
ber of the expert group for bank auditing, and the German Audit Committee
Chair Network of the Audit Committee Institute e.V. Her membership of these
associations and networks serves not only the professional exchange but also
her further professional training. Her full curriculum vitae is available at
www.deutsche-boerse.com > Investor Relations > Corporate Governance >
Supervisory Board > Barbara Lambert.
Barbara Lambert studied economics in Switzerland, where she also obtained
her diploma as an auditor. As an active auditor of financial statements and
banks over many years, she can draw on extensive experience of conducting
and managing audit activities, particularly in the financial sector. She contin-
ues to update her auditing knowledge on a regular basis to this day. In addi-
tion to chairing the Audit Committee of Deutsche Börse AG, Barbara Lambert
is a member or chair of the following audit and risk committees of boards of
directors and supervisory boards: Implenia AG (since 2019), Synlab AG (since
2021, mandate will be resigned as of 31 March 2024), Merck KGaA (since
The current composition of the Supervisory Board fulfils these criteria concern-
ing the qualification of its members. The requirements of the German Stock
Corporation Act and the GCGC for professional knowledge of accounting and
auditing in the Audit Committee are also met. Barbara Lambert, the Chair of
the Audit Committee, has the necessary professional knowledge of both audit-
ing and accounting. The same applies to Michael Rüdiger, a member of the
Audit Committee, who also has the necessary specialist knowledge of both au-
diting and accounting.
■ Risk management and compliance
Regulatory requirements, law
Accounting, finance and audit
Sustainability
Strategy
Combined management report
• Capital markets, business models of stock exchanges and data business
Clearing, settlement and custody business
In the opinion of the shareholder representatives on the Supervisory Board, all
of them are independent.
The diversity concept for the Executive Board and the Supervisory Board, as
adopted by the Supervisory Board in accordance with section 289f (2) no. 6
HGB, has the objective of ensuring a wide range of perspectives and experi-
ence through the composition of both bodies. The concept is implemented
within the scope of selecting and appointing new Executive Board members or
regarding proposals for election of new Supervisory Board members.
Deutsche Börse Group is an international company. Working at our company
means collaborating with colleagues across over 56 locations from 131 na-
tions. We are proud of the diverse cultural, professional and personal back-
grounds of our colleagues around the globe. We are committed to maintaining,
supporting and fostering the diverse and inclusive culture of Deutsche Börse
AG across all diversity dimensions.
Share of women holding management positions
Theodor Weimer's and Gregor Pottmeyer's term of office solely on an annual
basis once they reached the age of 60.
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Diversity concept for the Executive Board and the
Supervisory Board
Economic situation
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
105
Deutsche Börse Group - Annual report 2023
PDF (A4)
Theodor Weimer's term of office as Chairman of Deutsche Börse AG's Execu-
tive Board runs until 31 December 2024. Theodor Weimer will reach the age
of 65 in 2024. Gregor Pottmeyer's term of office as CFO of Deutsche Börse AG
runs until 30 September 2025. Gregor Pottmeyer will reach the age of 63 in
2025. While maintaining the general rule on a flexible age limit, the Supervi-
sory Board decided, in view of their long-standing experience and knowledge
of the sector and professional and personal qualifications, not to renew
At present, no Executive Board member has passed the age limit of 65 years.
The flexible age limit for members of the Executive Board provides for the term
of office to expire at the end of the month during which a member reaches the
age of 60 years. An Executive Board member may be reappointed for one year
at a time from the month in which they reach the age of 60. The last period of
office should, nevertheless, end at the close of the month in which the Execu-
tive Board member turns 65. When appointing members of the Executive
Board, the Supervisory Board pursues the objective of achieving an optimal
composition of the Executive Board from the company's perspective. In this
context, experience and industry knowledge, as well as professional and per-
sonal qualifications, play a major role. Depending on the Executive Board posi-
tion to be filled, it is not just the scope and depth of skills that is decisive, but
also whether the specific skills are up to date. The flexible age limit has been
deliberately worded to preserve the Supervisory Board's flexibility in taking de-
cisions on appointments.
The Supervisory Board considers the flexible age limit stipulated in its bylaws
(generally 70 years) when nominating candidates for election by the Annual
General Meeting. Furthermore, the Supervisory Board's bylaws provide for a
general limitation to members' maximum term of office to twelve years, which
the Supervisory Board shall also consider in its nominations of candidates to
the Annual General Meeting.
Flexible age limit and term of office
Strategy and steering parameters
Anja Greenwood¹
■ Andreas Gottschling
(Chair)
■Martin Jetter (Chair)
1988
1) The curricula vitae of the Supervisory Board members can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board
2) Sustainability expertise is described in more detail below
✓
General studies
Nursing
Law
Economics and
mathematics
Yes
No
Yes
USA
German
German
German, Swiss
Yes
1971
1976
Female
1974
1967
✓
Yes
Law
Law
Engineering
No
No
German
German
Yes
Administration,
economics
PDF (A4)
Educational and professional
background 1
International experience
Nationality
Year of birth
Gender
Member since
Independence
Qualification matrix: Profile and particular competencies of Supervisory Board members
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
1964
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
108
Deutsche Börse Group - Annual report 2023
Report on post-balance sheet date events
Particular competencies
German
German
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
Independence
Gender
Year of birth
Nationality
International experience
Nadine Brandl
2018
Andreas
Gottschling
2020
Employee repre- Employee repre- Independent
sentative
Male
sentative
Female
Male
Anja
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
1959
Regulatory requirements, law
compliance
Risk management and
Accounting, finance and audit
Sustainability2
Strategy
security, digitalisation
Information technology and
custody business
Clearing, settlement and
Particular competencies
Capital markets, business.
models of stock exchanges
and data business
Educational and professional
background 1
1975
Consolidated financial statements/notes
Employee repre-
sentative
Female
2018
Susann Just-Marx
sentative
Male
Employee repre- Independent
2022
Shannon A.
Johnston
2022
Oliver Greie
Female
Employee repre-
sentative
2021
Greenwood
EFFEFFLE
Capital markets, business
models of stock exchanges
and data business
Clearing, settlement and
Barbara Lambert
In addition to the basic knowledge of sustainability topics acquired partly from
training sessions for the whole Supervisory Board, 8 of the 16 Supervisory
Board members have more in-depth experience and knowledge of sustainabil-
ity-related topics.
Achim Karle
E/S/G
Expert for ESG indices;
member of the works
council's Sustainability
working group
Nadine Brandl
S/G
Expert in social sustaina-
bility topics and regula-
tion from prior profes-
sional activities (aca-
demia and research,
trade union and legal
work)
governance and
sustainability-related
regulation
Markus Beck
S/G
Long-standing legal
adviser on corporate
Sustainable corporate
governance focusing on
environment, diversity,
equity and inclusion;
winner of the IBM Chair-
man's Environmental
Award (2018)
Martin Jetter
E/S/G
Please refer to www.deutsche-boerse.com > Investor Relations > Corporate
Governance > Supervisory Board for further information concerning the mem-
bers of the Supervisory Board and its committees. For further information con-
cerning the members of the Executive Board, please see www.deutsche-bo-
erse.com > Investor Relations > Corporate Governance > Executive Board.
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
109
Deutsche Börse Group - Annual report 2023
PDF (A4)
E/S/G
Expert in sustainability
reporting and auditing
and the underlying
standards
Michael Rüdiger
E/S/G
Expert in sustainability
reporting and auditing
and the underlying
standards; expert on
sustainability standards
in asset management
Charles Stonehill
Members
Strategy and Sustainability Committee
■ Takes note of and discusses the annual reports on significant risks and the risk management systems at regulated Group entities, to the extent legally permissible
Oversees monitoring of the Group's operational, financial and business risks
■ Takes note of and reviews the periodic risk management and compliance reports
■ Reviews the risk management framework, including the risk appetite and the risk management roadmap
Responsibilities
■ At least four members who are elected by the Supervisory Board
Provisions for the composition
■Daniel Vollstedt¹
■ Barbara Lambert
■ Susann Just-Marx¹
Members
✓
Risk Committee
Remuneration report
110
Deutsche Börse Group - Annual report 2023
PDF (A4)
Nomination Committee began by drawing up a long list of suitable individuals.
After interviewing the candidates on the long list, the shareholder representa-
tives on the Nomination Committee agreed on a new candidate for the Super-
visory Board elections in 2024. Information about all the candidates, including
their CVs, will be sent with the invitation to the Annual General Meeting of
Deutsche Börse AG to be held on 14 May 2024, and can also be viewed be-
fore the Annual General Meeting at www.deutsche-boerse.com/agm.
The term of office of all the Supervisory Board members ends at the close of
the Annual General Meeting 2024. The Supervisory Board's Nomination Com-
mittee, whose responsibility it is to put forward suitable candidates to the Su-
pervisory Board for its proposals for election to the Annual General Meeting,
has therefore dealt in detail with the election by the Annual General Meeting of
the shareholder representatives to the Supervisory Board in 2024. Michael
Rüdiger has decided not to stand again for election to the Supervisory Board.
In a resolution dated 6 February 2024, the shareholder representatives on the
Nomination Committee proposed eight candidates for election as shareholder
representatives by the Annual General Meeting. Seven of the eight proposed
candidates are currently Supervisory Board members; one candidate has not
been a member to date. The targets for the composition of the Supervisory
Board and the qualification requirements were taken into account when select-
ing this candidate. To this end, the shareholder representatives on the
Preparing the election of shareholder representatives
to the Supervisory Board
Further information
Remuneration report
Consolidated financial statements/notes
Chair of the Government
Commission Corporate
Governance (GCCG);
long-standing involve-
ment with leadership
and staff development
Clara-C. Streit
S/G
E/S/G
Further information
1) The curricula vitae of the Supervisory Board members can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board
2) Sustainability expertise is described in more detail below
✓
Economics and ad- IT and business
ministration
studies
sentative
Independent
Independent
Independent
Employee repre-
Independent
Independent
Employee repre-
2021
Daniel Vollstedt
Chong Lee Tan
2021
Clara-C. Streit
2019
Charles Stonehill
2019
sentative
2021
Michael Rüdiger
2020
Barbara Lambert
2018
2018
Achim Karle
Regulatory requirements, law
compliance
Risk management and
Accounting, finance and audit
Sustainability2
Strategy
security, digitalisation
Information technology and
custody business
Peter Sack
"
Employee repre-
sentative
Female
Business studies
No
Yes
German
1976
Male
Male
1962
Singapore
Female
1968
German, USA
Yes
Yes
Banking, business Economist, politics History
studies
Banking, econom-
ics, auditor
Finance
No
Yes
Male
Yes
British, USA
German
German
German, Swiss
German
1958
1962
1964
1962
1973
Male
Male
Male
Yes
Independent adviser to
companies with a sus-
tainable purpose
Deutsche Börse AG employees
Remuneration report of Deutsche Börse AG
Corporate governance statement in
accordance with section 289f HGB
Opportunities and risks facing Deutsche
Börse AG
Executive and Supervisory Board
Q
117
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
Cash flow from investing activities amounted to €-3,819.5 million (2022:
€-392.5 million). The change is primarily due to the acquisition costs of
€3.9 billion for SimCorp A/S.
In the 2023 financial year, Deutsche Börse AG generated cash flow from oper-
ating activities of €832.1 million (2022: €1,209.4 million).
Deutsche Börse AG has issued ten corporate loans with a total nominal vol-
ume of €6.8 billion. For more details concerning these bonds, please refer to
the "Financial position" section.
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an
optimum allocation of liquidity throughout Deutsche Börse Group; in this way,
the parent entity makes sure that all subsidiaries are in a position to honour
their payment obligations at all times.
Deutsche Börse AG has external credit lines available of €600.0 million
(2022: €600.0 million), which were unused as at 31 December 2023. More-
over, the company has a commercial paper programme in place, which allows
for flexible and short-term financings of up to €2.5 billion, in various curren-
cies. Commercial paper with a nominal value of €590.0 million (2022:
€60.0 million) was in circulation at year-end.
€150.4 million (2022: €442.0 million). This includes balances on current ac-
counts, fixed-term deposits and other short-term investments, whereby the ma-
jority is held in cash.
As at 31 December 2023, cash and cash equivalents amounted to
Financial position of Deutsche Börse AG
Deutsche Börse AG's return on equity expresses the ratio of net income after
taxes to average equity available to the company during the course of 2023.
Return on equity rose from 21.9 per cent in 2022 to 49.1 per cent in the year
under review. The increase is particularly due to the one-off effect of recognis-
ing profits in the year in which they originated at the level of Clearstream Hold-
ing AG for the first time.
Change
16.2 %
0.4 %
4.0 %
6.7%
Development of profitability
73.6
832.3
1,199.8
1,280.7
Total
865.4
Combined management report
Other operating expenses
Deutsche Börse:
Economic situation
Cash flow from operating activities
in €m
Cash flow statement (condensed)
Cash flow from financing activities amounted to €3,097.0 million in the year
under review (2022: €-812.2 million). A dividend of €661.5 million was paid
for the 2022 financial year. Bonds were issued for a total of €3 billion to fi-
nance the acquisition of SimCorp A/S. Commercial papers were also issued in
the reporting year with a nominal value of €530.0 million. Cash and cash
equivalents amounted to €-866.1 million as at the reporting date 31 Decem-
ber 2023 (2022: €-756.5 million). It is made up of liquid funds of €150.4
million (2022: €442.0 million), less cash-pooling liabilities of €1,016.6 mil-
lion (2022: €1,198.5 million).
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
Report on expected developments for
Deutsche Börse AG
accordance with section 289f HGB
Opportunities and risks facing Deutsche
Börse AG
Remuneration report of Deutsche Börse AG
Corporate governance statement in
Financial position of Deutsche Börse AG
Assets of Deutsche Börse AG
Deutsche Börse AG employees
Deutsche Börse AG
Business and operating environment
Results of operations of
(notes based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Fundamental information about the Group
Strategy and steering parameters
Cash flow from investing activities
73.9
293.9
1.5%
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
Report on expected developments for
Deutsche Börse AG
Strategy and steering parameters
Deutsche Börse AG employees
Remuneration report of Deutsche Börse AG
Corporate governance statement in
Assets of Deutsche Börse AG
Financial position of Deutsche Börse AG
Deutsche Börse AG
Results of operations of
Business and operating environment
(notes based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Sales revenue by segment
Depreciation and amortisation
in €m
2022
341.4
Staff costs
2022
2023
in €m
Overview of total costs
- 7.3 %
110.8 %
136.2 %
3.0 %
1,647.9
1,697.4
Total
116.3
25.9
4,7
11.1
Investment Management Solutions
54.6
Fund Services
107.8
Securities Services
1,501.0
1,523.9
Trading & Clearing
Change
2023
Cash flow from financing activities
Cash and cash equivalents as at 31 December
Assets of Deutsche Börse AG
Consolidated financial statements/notes
(notes based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Risk report
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
119
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
Remuneration report
Consolidated financial statements/notes
Further comments on Deutsche Börse AG can be found in the “Report on ex-
pected developments" section.
Deutsche Börse AG expects sales of more than €1.7 billion and EBITDA of
more than €1.6 billion for 2024.
Additional factors affecting future earnings at Deutsche Börse AG are the in-
vestment income from affiliated companies and income from profit transfer
agreements.
Remuneration report
The expected developments in Deutsche Börse AG's business are largely sub-
ject to the same factors as those influencing Deutsche Börse Group. However,
the revenue of Deutsche Börse AG is largely determined by the Trading &
Clearing segment, whereby this is mostly generated via Eurex Frankfurt AG
(EFAG) and Eurex Clearing AG (ECAG) in the form of revenue transfers (opera-
tional management structure).
Further information
Disclosures in accordance with sections 289a sentence 1 and
315a sentence 1 of the German Commercial Code (HGB) and
explanatory notes
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(notes based on HGB)
Business and operating environment
Results of operations of
Deutsche Börse AG
Financial position of Deutsche Börse AG
Assets of Deutsche Börse AG
120
Deutsche Börse Group - Annual report 2023
PDF (A4)
Members of the Executive Board are appointed and dismissed in accordance
with sections 84 and 85 AktG and with Article 6 of the Articles of Association
of Deutsche Börse AG. Amendments to the Articles of Association of Deutsche
Börse AG are adopted by resolution of the Annual General Meeting in accord-
ance with section 119 (1) No. 6 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 to the wording only. In
accordance with Article 18 (1) of the Articles of Association of Deutsche Börse
AG, resolutions of the Annual General Meeting are passed by a simple majority
of the votes cast, unless otherwise required by the Aktiengesetz. Insofar as
AktG additionally prescribes a majority of the share capital represented at the
time of a resolution, a simple majority of the share capital represented is suffi-
cient where this is legally permissible.
Employees holding shares in Deutsche Börse AG exercise their rights in the
same way as other shareholders in accordance with the statutory provisions
and the Articles of Association.
There are no shares with special provisions granting the holder control rights.
Under the Wertpapierhandelsgesetz (WPHG, German Securities Trading Act),
any investor whose shareholding reaches, exceeds or falls below specified vot-
ing right thresholds as a result of purchase, sale or any other transaction is re-
quired to notify the company and Bundesanstalt für Finanzdienstleistung-
saufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest
threshold for this disclosure requirement is 3 per cent. Deutsche Börse AG is
not aware of any direct or indirect equity interests in its capital exceeding
10 per cent of the voting rights.
The Executive Board is only aware of those restrictions on voting rights that
arise from Aktiengesetz (AktG, German Stock Corporation Act). Those shares
affected by section 136 AktG are therefore excluded from voting rights. Fur-
thermore, shares held by Deutsche Börse AG as treasury shares are exempted
from the exercise of any rights according to section 71b AktG.
The share capital has been contingently increased by up to €17.8 million by
issuing up to 17.8 million no-par value registered shares (contingent capital
2019). The contingent capital increase will only be implemented to the extent
that holders of convertible bonds or of warrants attaching to bonds with war-
rants issued by the company or by a Group company in the period until 7 May
2024 on the basis of the authorisation granted to the Executive Board by reso-
lution of the Annual General Meeting of 8 May 2019 on Item 8 (b) of the
agenda exercise their conversion or option rights, that they meet their conver-
sion or option obligations, or that shares are tendered, and no other means are
used to settle such rights or obligations. More details can be found in Arti-
cle 4 (7) of the Articles of Association of Deutsche Börse AG.
The share capital of Deutsche Börse AG amounted to €190.0 million on the
above-mentioned reporting date and was composed of 190 million no-par
value registered shares. There are no other classes of shares besides these or-
dinary shares.
Deutsche Börse AG makes the following disclosure in accordance with sec-
tions 289a sentence 1 and 315a sentence 1 of the German Commercial Code
(HGB) as at 31 December 2023:
Takeover-related disclosures
Report on expected developments for
Deutsche Börse AG
The opportunities and risks of Deutsche Börse AG and the activities and pro-
cesses to manage these are largely the same as for Deutsche Börse Group, so
reference is made to the “Risk report" and the “Report on opportunities". As a
rule, Deutsche Börse AG shares the opportunities and risks of its equity invest-
ments and subsidiaries in accordance with its equity interest. Risks that could
potentially threaten the existence of the Eurex Clearing AG subsidiary would
also have a direct influence on Deutsche Börse AG based on a letter of comfort
issued by Deutsche Börse AG. As at the reporting date, there were no risks
jeopardising the company's existence. Further information on the letter of
Opportunities and risks facing Deutsche Börse AG
Deutsche Börse Group - Annual report 2023
1 Employees do not include the company's legal representatives, apprentices and employees on parental leave.
PDF (A4)
Further information
Deutsche Börse AG has employees at eight locations around the world. Two
offices were opened - in Czech Republic and Ireland - in 2023. During the
2023 financial year, 138 employees left Deutsche Börse AG, resulting in a
staff turnover rate of 6 per cent. Deutsche Börse AG employees are 41 years
old on average and have been with the company for an average of 8 years.
The number of employees (as defined by HGB)¹ at Deutsche Börse AG rose by
860 in the reporting year and totalled 2,570 as at 31 December 2023 (31
December 2022: 1,710). The average number of employees at Deutsche
Börse AG in the 2023 financial year was 2,158 (2022: 1,701).
Deutsche Börse AG employees
Concerning the change in treasury shares we refer to the more detailed com-
ments in the notes to the financial statements of Deutsche Börse AG in accord-
ance with Section 315 (2) sentence 2 HGB.
Receivables from and liabilities to affiliated companies include invoices for in-
tra-Group services and amounts invested by Deutsche Börse AG within the
scope of cash-pooling arrangements. The receivables from affiliated companies
relate to invoices for intra-Group services, but primarily to Clearstream Holding
AG for the company's profit transfer of €1,474.1 million. Liabilities to affiliated
companies resulted mainly from cash-pooling amounting to €1,025.0 million
(2022: €1,199.6 million) and trade liabilities of €80.8 million (2022: €84.8
million).
Deutsche Börse AG's investments in intangible assets and property, plant and
equipment totalled €37.6 million during the year under review (2022: €128.2
million) and were thus lower than in the previous year. Depreciation and
amortisation in 2023 amounted to €73.9 million (2022: €73.6 million).
As at 31 December 2023, the non-current assets of Deutsche Börse AG
amounted to €12,780.5 million (2022: €8,805.5 million). At €12,522.3 mil-
lion, most of the non-current assets consisted of shares in affiliated companies
(2022: €8,024.7 million). The increase in financial year 2023 is primarily
due to the acquisition of SimCorp A/S for €3.9 billion.
- 3,819.5
- 756.5
- 866.1
- 812.2
3,097.0
- 392.5
1,209.4
832.1
2022
2023
118
Q
Executive and Supervisory Board
Combined management report
The corporate governance statement in accordance with section 289f HGB is
the same as that for Deutsche Börse Group. Reference is therefore made to the
section "Corporate governance statement".
Corporate governance statement in accordance with
section 289f HGB
Takeover-related disclosures
Report on expected developments for
Deutsche Börse AG
accordance with section 289f HGB
Opportunities and risks facing Deutsche
Börse AG
Financial position of Deutsche Börse AG
Assets of Deutsche Börse AG
Deutsche Börse AG employees
Remuneration report of Deutsche Börse AG
Corporate governance statement in
Deutsche Börse AG
Business and operating environment
Results of operations of
(notes based on HGB)
Deutsche Börse AG
Strategy and steering parameters
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
comfort issued to Eurex Clearing AG is available in the section Other financial
obligations and off-balance sheet transactions in the notes to the annual finan-
cial statements of Deutsche Börse AG. The description of the internal control
system (ICS), required by section 289 (4) HGB, is provided in the Risk report
section.
The principles governing the structure and design of the remuneration system
at Deutsche Börse AG are the same as those for Deutsche Börse Group, so ref-
erence is made to the "Remuneration report" which is published alongside the
annual report.
Remuneration report of Deutsche Börse AG
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Report on post-balance sheet date events
Fundamental information about the Group
Deutsche Börse:
Combined management report
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Further information
Economic situation
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
112
Deutsche Börse Group - Annual report 2023
PDF (A4)
For instance, Deutsche Börse AG shareholders may follow the AGM live over
the internet and can be represented at the AGM by proxies nominated by
Deutsche Börse AG, also by means of electronic communication. The proxies
exercise voting rights solely in accordance with shareholders' instructions and
can also be reached during the AGM. There is also a postal voting option,
which includes electronic communication. When casting their vote, the share-
holders have the choice of approving individual agenda items, rejecting them
or abstaining.
In the spirit of good corporate governance, Deutsche Börse AG aims to make it
as easy as possible for shareholders to exercise their shareholder rights and ex-
change views directly with one another.
Fundamental information about the Group
Strategy and steering parameters
Shareholders exercise their rights at the Annual General Meeting (AGM).
Among other things, the AGM elects the shareholder representatives to the Su-
pervisory Board and decides on formal approval for the actions of the Execu-
tive Board and the Supervisory Board. It also passes resolutions on the appro-
priation of the unappropriated surplus, capital measures, approval of intercom-
pany agreements, amendments to the company's articles of incorporation, Su-
pervisory Board remuneration, approval of the remuneration system for the Ex-
ecutive Board and the remuneration report, and the appointment of the audi-
tors for the financial statements. Ordinary AGMs - at which the Executive
Board and the Supervisory Board give an account for the past financial year -
take place once a year.
The Supervisory Board discusses the results of voting at the AGM on a regular
basis. A more in-depth discussion takes place particularly if the results are not
within the range expected by the Supervisory Board, so for example if the vot-
ing differs significantly from that of comparable companies on fundamentally
comparable topics. This was not the case in the reporting year for the resolu-
tions taken at the AGM, including the temporary authorisation to hold virtual
AGMs.
In the reporting year the Executive Board decided, with the approval of the Su-
pervisory Board, on the basis of the transitional provisions of section 26n (1)
of the Introductory Act to AktG that the AGM should take place online, without
the physical presence of shareholders or their proxies. Shareholders were able
to follow the entire Annual General Meeting live online and exercise their vot-
ing rights, also via electronic communications, by means of postal voting or
appointing the company proxies. They also had the opportunity to exercise
their rights to speak and obtain information during the AGM by means of a
video link, and to submit comments beforehand. Additionally, the company
voluntarily published the speeches by the Chairs of the Executive Board and
Supervisory Board ahead of the Annual General Meeting.
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Section 118a (1) AktG establishes that a company's articles of incorporations
may stipulate that the Annual General Meeting is to be held online, without
the physical presence of shareholders or their proxies, or may authorise the Ex-
ecutive Board to adopt the corresponding resolutions.
Combined management report
Q
113
Deutsche Börse Group - Annual report 2023
PDF (A4)
Ad hoc disclosures, information on directors' dealings and voting rights notifi-
cations, corporate reports and interim reports, and company news can all be
found on Deutsche Börse's website www.deutsche-boerse.com. Deutsche
Börse AG provides information about its annual and consolidated financial
statements as well as interim reports in conference calls for analysts and in-
vestors. Furthermore, a regular investor day is held and Deutsche Börse con-
tinuously outlines its strategy and business developments to everyone who is
interested, abiding by the principle that all target groups worldwide must be
informed at the same time.
To maximise transparency and ensure equal access to information, Deutsche
Börse AG's corporate communications generally follow the rule that all target
groups should receive all relevant information simultaneously. Deutsche Börse
AG's financial calendar informs shareholders, analysts, shareholders' associa-
tions, the media and interested members of the public of key events such as
the date of the AGM, or publication dates for financial performance indicators.
The company currently intends to structure future virtual AGMs in a similar
way to the ordinary Annual General Meeting in the reporting year. In particu-
lar, it intends to refrain from accepting and answering questions ahead of the
AGM. Furthermore, the Supervisory Board members will attend the venue in
person for the virtual AGM 2024.
consideration. The Executive Board decided on this basis to hold the AGM vir-
tually again in 2024.
In the reporting year, the AGM of Deutsche Börse AG also decided to amend
the company's articles of incorporation and authorise the Executive Board for a
limited period of two years to hold the AGM virtually, without the physical
presence of shareholders or their proxies. For future AGMs, a decision will be
taken individually, and taking the particular circumstances as well as the inter-
ests of the company and its shareholders into account, as to whether the AGM
should be held virtually, and use made of the authorisation. Past experience,
as well as the time and expense involved, may also be taken into
Executive and Supervisory Board
Shareholder representation, transparent reporting and
communication
The Deutsche Börse Group is highly international, which means that for the
development of female managers and appointments to management positions
the consideration of a cross-company and cross-country perspective plays an
important role. In this context, the Executive Board had set a Group-wide tar-
get share of women holding upper management positions (first three manage-
ment levels below the Executive Board) of 23 per cent by 31 December 2023,
and of women holding lower management positions of 30 per cent during the
same period. In fact, this voluntary commitment went further than the statu-
tory obligation. Firstly, the target figures determined in this context relate to
Deutsche Börse Group worldwide. Secondly, the definition of management lev-
els/positions was expanded to include heads of teams, for example. On a
global level, as at 31 December 2023, these quotas stood at 23 per cent for
upper management levels and 33 per cent for lower management positions.
Changes at the second management level had an impact on the number of fe-
male executives and the achievement of the target percentage at this level.
_
Examination of the effectiveness of
Supervisory Board work
As a matter of principle, Supervisory Board members are responsible for their
continuing professional development. Deutsche Börse AG follows recommen-
dation D.11 GCGC and the guidelines of the European Securities and Markets
Authority (ESMA) on management bodies of market operators and data report-
ing services providers, and supports Supervisory Board members in this en-
deavour. For example, it organises targeted introductory events for new Super-
visory Board members and workshops on selected strategy, sustainability and
current issues or on topics of fundamental importance. In addition to a specific
workshop on the Horizon 2026 strategy process, two technology workshops
on artificial intelligence and cybersecurity were held in the reporting year. An-
other two workshops were held on sustainability topics, which dealt with sus-
tainability regulation and the future world of work in sectors relevant to
Deutsche Börse AG. One workshop took place on the role of Deutsche Börse
Group in the capital markets. Deutsche Börse AG covers the costs of work-
shops and basic training organised by itself for new Supervisory Board mem-
bers. They also comprise training events from the Qualified Supervisory Board
educational programme that the company designed itself. Deutsche Börse AG
also covers the costs of third-party training activities in individual cases. Fur-
ther information about the Supervisory Board workshops can be found in the
Report of the Supervisory Board.
Training and professional development measures for
members of the Supervisory Board
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Deutsche Börse AG regards regular reviews of the effectiveness of Supervisory
Board work in accordance with recommendation D.12 GCGC - as a key
component of good corporate governance. The annual effectiveness review is
supported by an external service provider every third year, most recently in
2022. The effectiveness review in 2023 took place internally in the third
Report on post-balance sheet date events
Corporate governance statement
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
Report on expected developments
quarter by means of a structured questionnaire and covered the tasks and
composition of the Supervisory Board, collaboration within the Supervisory
Board and with the Executive Board, as well as Supervisory Board and com-
mittee meetings. In addition, topics relating to the discussion and working cul-
ture and how current matters are dealt with by the Supervisory Board were ad-
dressed. The review yielded positive results, both in terms of overall effective-
ness as well as regarding the audited subject areas. The Supervisory Board
discussed the suggestions for improvement that were made, such as giving
greater weight to the perspectives of external stakeholders of Deutsche Börse
Group and developing the opportunities for exchange within the Supervisory
Board, and initiated steps to implement them.
Long-term succession planning for the Executive Board
Together with the Executive Board, the Supervisory Board ensures that long-
term succession planning takes place. For this purpose the Supervisory Board,
or its Nomination Committee, regularly - at least once a year - concerns itself
with potential candidates for the Executive Board. The Chair of the Executive
Board is involved in these considerations, provided that the discussions do not
refer to their own succession. The Supervisory Board prepares an applicant
profile for vacant Executive Board positions. It takes care to ensure that the
knowledge, expertise and experience of all Executive Board members is diverse
and well balanced and adheres to the adopted diversity concept. Moreover, the
Supervisory Board ensures it is informed regularly about the succession plan-
ning at the first level beneath the Executive Board, and provides advice to the
Executive Board in this regard.
Deutsche Börse AG's Executive Board has defined target quotas for women on
the two management levels beneath the Executive Board, in accordance with
section 76 (4) AktG, in each case referring to Deutsche Börse AG. By 31 De-
cember 2023, the proportion of women holding positions in the first and sec-
ond management levels beneath the Executive Board was planned to reach 15
per cent and 27 per cent, respectively. As of 31 December 2023, the share of
women holding positions on the first and second management levels beneath
the Executive Board at Deutsche Börse AG in Germany was 15 per cent and
24 per cent, respectively.
Target figures for the proportion of female executives
beneath the Executive Board
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
111
Deutsche Börse Group - Annual report 2023
PDF (A4)
Consolidated financial statements/notes
Non-financial declaration
Economic situation
Strategy and steering parameters
(notes based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Net profit for the period
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
115
PDF (A4)
Business and operating environment
Results of operations of
Deutsche Börse AG
Financial position of Deutsche Börse AG
Assets of Deutsche Börse AG
Deutsche Börse AG employees
Remuneration report of Deutsche Börse AG
Corporate governance statement in
EBITDA
1,764.0
Net income from equity investments
1,280.7
Total costs
1,647.9
1,697.4
Sales revenue
Deutsche Börse Group - Annual report 2023
2022
in € m
Performance figures for Deutsche Börse AG
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
Report on expected developments for
Deutsche Börse AG
accordance with section 289f HGB
Opportunities and risks facing Deutsche
Börse AG
2023
2,698.8
Further information
Consolidated financial statements/notes
Remuneration report
Earnings per share (€)1
2,118.4
11.44
875.1
4.76
Change
3.0 %
6.7 %
236.5 %
122.1 %
142.1 %
140.3 %
1) Calculation based on weighted average of shares outstanding
Results of operations of Deutsche Börse AG
Deutsche Börse AG's sales revenue rose by 3.0 per cent in 2023. This is
largely due to an increase in sales revenue of €22.9 million in the Trading &
Clearing Segment. For more information on the development of the Trading &
Clearing segment, please refer to the "Trading & Clearing segment" section.
The other segments mainly relate to the provision of central functions. By con-
trast, these segments have a material impact on the company's investment in-
come. The breakdown of income by the company's individual segments is
shown in the table "Sales revenue by segment".
The company's total costs were up 6.7 per cent year on year. For a break-
down, please refer to the table “Overview of total costs". Staff costs rose by
16.2 per cent year on year during the year under review, to €341.4 million.
The increase in staff costs is mainly due to the larger number of employees fol-
lowing the opening of new offices in Czech Republic and Ireland. Amortisation
of intangible assets and depreciation of property, plant and equipment in-
creased by 0.4 per cent in the year under review. Other operating expenses
were up 4.0 per cent year on year. This stems from the opening of new offices
and general price increases.
The result of equity investments at Deutsche Börse AG rose year on year by
236.5 per cent in 2023. It consisted partly of dividend income of €261.7 mil-
lion (2022: €161.6 million) and income from the transfer of profits of
€1,474.1 million (2022: €412.2 million). The higher income from profit
transfers is due to the fact that for the first time profits were recognised in the
year in which they originated at the level of Clearstream Holding AG and its
net income for the year increased as a result. An internal reorganisation within
Deutsche Börse Group, which included the contribution and the sale of the in-
vestment in ISS HoldCo Inc. to ISS STOXX GmbH and the transfer of the in-
vestment in Axioma Inc. to SimCorp A/S as a capital contribution, resulted in
an overall positive effect of €26.8 million in financial year 2023. Impairment
losses of €35.9 million were recognised on financial assets, along with write-
ups of €37.3 million.
Fundamental information about the Group
Earnings before interest, taxes, depreciation and amortisation (EBITDA) went
up by 122.1 per cent due to the effects mentioned above. Net income for the
period amounted to €2,118.4 million, an increase of 142.1 per cent.
PDF (A4)
Deutsche Börse Group - Annual report 2023
116
Q
Executive and Supervisory Board
Further information
Accounting and auditing
Deutsche Börse AG's annual report provides shareholders and interested mem-
bers of the public with detailed information on Deutsche Börse Group's busi-
ness performance during the reporting period. Additional information is pub-
lished in its half-yearly financial report and two quarterly statements. The an-
nual financial statement documents and the annual report are published
within 90 days of the end of the financial year (31 December); intra-year fi-
nancial information (half-yearly financial report and quarterly statements) is
made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the annual and consol-
idated financial statements are discussed by the entire Supervisory Board and
with the external auditors, examined and then approved. The Executive Board
discusses the half-yearly report and the quarterly statements for the first and
third quarters with the Supervisory Board's Audit Committee prior to their pub-
lication. The half-yearly financial report is reviewed by the external auditors.
Following the recommendation by the Supervisory Board, the Annual General
Meeting 2023 again elected PricewaterhouseCoopers GmbH
Deutsche Börse AG's sales revenue increased by 3.0 per cent in the 2023 fi-
nancial year, which was in line with the company's expectations. By contrast,
total costs (staff costs, amortisation of intangible assets and depreciation of
property, plant and equipment and other operating expenses) rose by 6.7 per
cent. EBITDA was €2.7 billion in the 2023 financial year and so was signifi-
cantly above the forecast for the 2023 financial year of €1.4 billion. Net profit
was up by 142.1 per cent compared with the previous year. The financial year
was mainly defined by the ongoing geopolitical situation and the resulting mar-
ket risks, rising inflation and interest rate increases by the central banks. Vola-
tility on stock markets was lower overall than in the previous year, however.
The increase in net income is primarily due to non-recurring effects within the
result from equity investments. This stems partly from the fact that for the first
time profits were recognised at Clearstream Holding AG in the period in which
they originated, and partly from reorganisation of Deutsche Börse AG's share-
holdings. On the basis of these developments, the Executive Board of
Deutsche Börse AG considers its performance in 2023 to be positive in con-
text.
Deutsche Börse AG's course of business in the reporting period
Deutsche Börse AG is the parent company of Deutsche Börse Group. The par-
ent company's business activities include, first and foremost, the cash and de-
rivatives markets, which are reflected in the Trading & Clearing segment.
Deutsche Börse AG also operates essential parts of the Group's information
technology. The performance of the Securities Services segment (formerly
Clearstream) is primarily reflected in Deutsche Börse AG's business perfor-
mance via the profit and loss transfer agreement with Clearstream Holding AG.
The business and the operating environment of Deutsche Börse AG are largely
the same as for the Group. They are described in the section "Macroeconomic
and sector-specific environment".
Business model and general position of the company
Business and operating environment
The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions of the
German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the German Stock
Corporation Act (Aktiengesetz, AktG). They are the underlying basis for the notes that follow.
Deutsche Börse AG (notes based on HGB)
Takeover-related disclosures
Remuneration report
Report on expected developments for
Deutsche Börse AG
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
114
PDF (A4)
Deutsche Börse Group - Annual report 2023
Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, (PwC) as the auditors for
the annual and consolidated financial statements 2023 and for the auditor's
review of the half-yearly financial report in the reporting year. PwC was also
engaged to perform a review of the form and contents of the remuneration re-
port during the 2023 financial year. The auditors responsible are Marc Billeb
and Michael Rönnberg. They have both been responsible for the audit since
2021. The Supervisory Board's proposal was based on a corresponding rec-
ommendation by the Audit Committee, which had obtained the necessary
statement of independence from PwC before the election. This states that there
are no personal, business, financial or other relationships between the auditor,
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 auditor's independence. The Audit Committee
checked that this continued to be the case during the reporting period. It also
oversaw the financial reporting process in 2023. The Supervisory Board was
informed in a timely manner of the committee's work and the insights gained;
there were no material findings. Information on audit services and fees is pro-
vided in note 6 to the consolidated financial statements.
accordance with section 289f HGB
Opportunities and risks facing Deutsche
Börse AG
1,199.8
524.2
1.215.1
426.2
118.3
3,035.3
437.0
Financial instruments held by central
counterparties
605.6
129,932.8
49.3
45.3
Other financial assets at FVPL
11
12
Financial assets at FVPL
1,942.6
2,289.2
18,670.8
93,538.3
1,275.6
53,669.4
1,655.1
Other cash and bank balances
158.5
631.2
137,904.9
Combined management report
Restricted bank balances
Note
Assets
in €m
Assets
as at 31 December 2023
Consolidated balance sheet
31 Dec 2023
Further information
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Remuneration report
Income tax assets
31 Dec 20221
Note
1,832.2
18,046.2
Other financial assets at amortised cost
Trade receivables
595.2
5,913.7
12
Financial assets measured at amortised cost
in €m
248,145.2
CURRENT ASSETS
20,758.4
8,610.0
23,416.7
12,478.6
1.111.7
8,213.3
10
31 Dec 20221
31 Dec 2023
214,310.2
9
9
132.7
484.7
27.1
0
Effects of the disposal of (shares in) subsidiaries, net
of cash disposed
Decrease/(Increase) in receivables and other
54.0
113.7
Changes in working capital, net of non-cash items:
- 185.5
- 3,842.2
Payments to acquire subsidiaries, net of cash
acquired
104.8
108.0
Other non-cash expense/(income)
- 13.5
- 1.4
Payments to acquire investments in associates
- 452.8
81.9
0.1
1,417.5
1,472.9
- 1.4
- 57.9
Net decrease in current receivables and securities
from banking business with an original term greater
than three months
- 3,997.2
21
44.6
0.1
59.1
0.1
Proceeds from disposals of intangible assets
Cash flows from investing activities
2,483.6
- 90.5
Proceeds from disposals of non-current financial
instruments
67.1
2,141.6
432.6
21
Changes in liabilities from CCP positions
Changes in receivables from CCP positions
Cash flows from operating activities
Further information
- 343.6
86.1
Net increase/(decrease) in current liabilities from
banking business with an original term greater than
three months
240.4
287.2
2,482.4
2,160.2
- 2,093.6
2,549.0
- 1,406.5
24.5
64.6
2022
2023
Note
in €m
2022
2023
Note
Net (gain)/loss on disposal of non-current assets
Cash flows from operating activities excluding CCP
positions
Increase/(Decrease) in non-current liabilities
(Decrease)/Increase in current liabilities
for the period 1 January to 31 December 2023
Consolidated cash flow statement
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Net profit for the period
1,796.8
1,563.2
Payments to acquire intangible assets
13.0
9
Deferred tax expense/(income)
- 850.9
- 318.1
instruments
Payments to acquire non-current financial
- 9.9
Cash flows from derivatives
7.8
- 109.6
- 215.6
- 218.4
- 49.5
Payments to acquire property, plant and equipment
355.6
418.4
10,11
Depreciation, amortisation and impairment losses
Increase/(Decrease) in non-current provisions
financial position
PDF (A4)
129
126.0
Further information
Deutsche Börse Group - Annual report 2023
130
PDF (A4)
Repayment of short-term financing
24.2
9.9
Dividends received
0
- 42.0
1,197.6
2,634.2
Interest-similar income received
1,079.3
2,111.6
2,955.2
845.2
- 951.1
2,293.4
21
- 2,397.0
Interest paid
- 1,800.5
1,056.0
Income tax paid
- 576.5
- 660.5
- 365.4
21
Payments of lease liabilities in accordance
- 83.6
- 75.9
1) Previous year adjusted, see note 3.
Dividends paid
16
- 661.5
- 587.6
Cash flows from financing activities
with IFRS 16
Deutsche Börse Group - Annual report 2023
Cash and cash equivalents at end of period
120.7
2,968.8
Net change in cash and cash equivalents
Net effects from transactions with equity
holders (without loss of control over the
subsidiary)
Proceeds from sale of treasury shares
Proceeds from non-controlling interests
Payments (dividends) to non-controlling
interests
in €m
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Note
2023
2022
in €m
Proceeds of long-term financing
Repayment of long-term financing
2,023.4
2,111.6
Cash and cash equivalents at beginning of
period
- 37.8
- 1.7
Effect of exchange rate differences
- 37.8
0
- 19.9
845.2
Net change in cash and cash equivalents
(brought forward)
0
11.9
0
7.4
2022¹
2023
Note
126.0
116.3
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
comprehensive income
15
in €m
31 Dec 2022¹
31 Dec 2023
Note
Equity and liabilities
Equity and liabilities
Q
127
Deutsche Börse Group - Annual report 2023
PDF (A4)
Deferred tax assets
Other non-current assets
61.8
73.3
21.1
274.2
CURRENT LIABILITIES
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Further information
Shareholders' equity
Revaluation surplus
Retained earnings
Treasury shares
Share premium
Subscribed capital
EQUITY
in €m
13
Remuneration report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of
Consolidated income statement
Independent Auditor's Report
190.0
111.5
166.8
Other intangible assets
Payments on account and assets under
development
Goodwill
Software
Intangible assets
NON-CURRENT ASSETS
1) Previous year adjusted, see note 3.
16.2
11,322.8
13.8
9,870.4
12
2,343.3
268,903.5
79.3
15.8
31.9
105.2
1,065.4
237,726.9
Total assets
13, 14
Other current assets
Property, plant and equipment
Land and buildings
Fixtures and fittings
Computer hardware, operating and office.
178.2
9,078.4
7,667.6
Investment in associates
Other financial assets at FVPL
counterparties
Financial instruments held by central
Financial assets at FVPL
114.5
182.8
1,894.7
12
Financial assets measured at amortised cost
Strategic investments
Financial assets measured at FVOCI
Financial assets
progress
Payments on account and construction in
equipment
222.7
1,801.9
Consolidated balance sheet
Consolidated cash flow statement
190.0
1,501.6
164.3
123.8
19
262.9
341.3
17, 18
335.4
245,658.8
211,420.0
439.2
31 Dec 20221
31 Dec 2023
Note
PDF (A4)
Deutsche Börse Group - Annual report 2023
388.2
789.2
9
12
1,514.2
2,039.8
17,177.6
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
assets
in €m
Q
128
268,903.5
1) Previous year adjusted, see note 3.
237,726.9
227,626.7
129,568.8
119.3
2,402.3
16.0
1,064.8
13, 20
137,341.9
12
17,482.8
93,283.1
53,401.3
259,842.6
Income tax liabilities
32.9
14.6
13
Provisions for pensions and other employee
benefits
Financial instruments held by central
counterparties
Other financial liabilities at amortised cost
Cash deposits by market participants
Financial liabilities at FVPL
589.1
9,060.9
14,183.8
8,471.8
Trade payables
6,944.0
Financial liabilities at amortised cost
416.6
Other current provisions
- 449.6
- 351.0
428.9
7,892.0
9,661.5
438.7
10,100.2
16,206.7
NON-CURRENT LIABILITIES
Total equity
Non-controlling interests
Current employee liabilities
1,370.8
17, 18
151.5
Other non-current provisions
18, 19
9,078.4
7,667.6
51.1
Total equity and liabilities
Deferred tax liabilities
Other non-current liabilities
Other financial liabilities at FVPL
Financial instruments held by central
counterparties
12
15.6
Financial liabilities at FVPL
4,535.0
7,484.0
12
Financial liabilities measured at amortised
cost
Other current liabilities
Other financial liabilities at FVPL
119.8
14.9
47.7
Total liabilities
Executive and Supervisory Board
- 126.5
129.9
126
- 120.6
- 96.4
5,333.2
Earnings before tax (EBT)
2,451.8
2,106.5
4
- 1,057.9
- 995.6
Income tax expense
Net profit for the period
56
5,076.6
- 1,422.5
8
4,337.6
9
- 654.9
- 543.3
1,796.8
1,563.2
1,724.0
1,494.4
- 1,212.7
- 695.8
- 609.5
Net profit for the period attributable to
non-controlling interests
72.8
68.8
Operating costs
Net profit for the period attributable to
Deutsche Börse AG shareholders
Financial expense
108.7
532.2
Consolidated income statement
for the period 1 January to 31 December 2023
in €m
Sales revenue
Total revenue
Volume-related costs
Net revenue (total revenue less volume-re-
lated costs)
Staff costs
Other operating expenses
Note
2023
20221
in €m
Note
2023
2022¹
4
961.5
39.8
6,134.5
4
Other operating income
4
32.8
46.6
- 2,118.3
8
Treasury result from banking and similar
business
2,170.0
2,525.8
Earnings before interest and tax (EBIT)
4,692.3
5,133.2
Financial income
Remuneration report
- 1,822.2
22
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Consolidated statement of comprehensive income
for the period 1 January to 31 December 2023
in €m
Net profit for the period reported in consolidated income statement
Items that will not be reclassified to profit or loss:
Changes from defined benefit obligations
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Equity investments measured at fair value through OCI
Deferred taxes
Items that may be reclassified subsequently to profit or loss:
Exchange rate differences
Other comprehensive income from investments using the equity method
Remeasurement of cash flow hedges
Deferred taxes
Further information
Other comprehensive income after tax
Total comprehensive income
thereof Deutsche Börse AG shareholders
thereof non-controlling interests
Deutsche Börse Group - Annual report 2023
PDF (A4)
Note
2023
Q
Other
Combined management report
Executive and Supervisory Board
Q
9.35
8.14
Result from financial investments
8
- 14.0
10.2
Further information
Result of the equity method measure-
ment of associates
Earnings per share (diluted) (€)
22
9.34
8.12
1.8
6.8
1) Previous year adjusted, see note 3.
Other result
- 15.8
125
PDF (A4)
Deutsche Börse Group - Annual report 2023
2,170.0
- 355.6
- 418.4
2,525.8
Earnings per share (basic) (€)
Earnings before interest and tax (EBIT)
Depreciation, amortisation and impairment
losses
2,525.6
2,944.3
and amortisation (EBITDA)
Earnings before interest, tax, depreciation
3.4
10, 11
Independent Auditor's Report
Proceeds from short-term financing
Responsibility statement by
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(notes based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Subject to the approval of the Supervisory Board, the Executive Board is au-
thorised to increase the share capital by up to a total of €19.0 million on one
or more occasions in the period up to 18 May 2026 by issuing new no-par
value registered shares in exchange for cash and/or non-cash contributions
(authorised capital 1). Shareholders must be granted pre-emptive rights. How-
ever, subject to approval by the Supervisory Board, the Executive Board may
exclude shareholders' pre-emptive rights with respect to fractional amounts.
However, according to the authorisation, the Executive Board may only ex-
clude shareholders' pre-emptive rights if the total number of shares that are is-
sued during the term of authorisation and that exclude shareholders' pre-emp-
tive rights does not exceed 10 per cent of the share capital. Full authorisation,
and particularly the conditions under which shareholders' pre-emptive rights
can be excluded, is derived 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 €19.0 million on one or more occasions in the period up to 18 May
2025, subject to the approval of the Supervisory Board, by issuing new no-par
value registered shares against cash and/or non-cash contributions (authorised
capital II). Shareholders must be granted pre-emptive rights, which the Execu-
tive Board can exclude in certain cases, subject to the approval of the Supervi-
sory Board in each case. The Executive Board is authorised to exclude share-
holders' pre-emptive rights: (1) in the case of cash capital increases, provided
that the issue price of the new shares is not significantly lower than the quoted
price, and the total number of shares issued under exclusion of shareholders'
pre-emptive rights does not exceed 10 per cent of the share capital; (2) in the
case of physical capital increases in exchange for non-cash contributions for
the purpose of acquiring companies, parts of companies, interests in compa-
nies or other assets; or (3) with respect to fractional amounts. However, ac-
cording to the authorisation, the Executive Board may only exclude sharehold-
ers' pre-emptive rights if the total number of shares that are issued during the
term of authorisation and that exclude shareholders' pre-emptive rights does
not exceed 10 per cent of the share capital. Full authorisation, and particularly
Executive and Supervisory Board
the conditions under which shareholders' pre-emptive rights can be excluded,
In addition, the Executive Board is authorised to increase the share capital by
up to a total of €19.0 million on one or more occasions in the period up to 18
May 2024, subject to the approval of the Supervisory Board, by issuing new
no-par value registered shares in exchange for cash contributions (authorised
capital III). Shareholders must be granted pre-emptive rights, which the Execu-
tive Board can exclude, subject to the approval of the Supervisory Board, only
for fractional amounts. However, according to the authorisation, the Executive
Board may only exclude shareholders' pre-emptive rights if the total number of
shares that are issued during the term of authorisation and that exclude share-
holders' pre-emptive rights does not exceed 10 per cent of the share capital.
The exact content of this authorisation is derived from Article 4 (5) of the Arti-
cles of Association of Deutsche Börse AG.
Subject to the approval of the Supervisory Board, the Executive Board is also
authorised to increase the share capital by up to a total of €19.0 million on
one or more occasions in the period up to 17 May 2027 by issuing new no-
par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital IV). Shareholders must be granted pre-emptive rights un-
less the Executive Board makes use of the authorisation granted to it to ex-
clude such rights, subject to the approval of the Supervisory Board. The Execu-
tive Board is authorised to exclude shareholders' pre-emptive rights for frac-
tional amounts with the approval of the Supervisory Board. According to the
authorisation, the Executive Board may only exclude shareholders' pre-emptive
rights if the total number of shares that are issued during the term of authori-
sation and that exclude shareholders' pre-emptive rights does not exceed 10
per cent of the share capital. The full authorisation is derived from Article 4 (6)
of the Articles of Association of Deutsche Börse AG.
PDF (A4)
Deutsche Börse Group - Annual report 2023
121
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
is derived from Article 4 (4) of the Articles of Association of Deutsche Börse
AG.
Q
2022
1,796.8
the Executive Board
67.3
1,700.7
1,784.6
87.3
1,767.9
308.7
- 28.9
250.0
- 33.5
- 30.1
- 7.3
16
53.7
26.8
- 0.3
- 0.1
226.7
1,563.2
- 28.7
132.3
25.5
- 37.5
0
(notes based on HGB)
Takeover-related disclosures
0.8
7.8
- 36.9
4.6
58.7
16
- 53.0
16
Consolidated financial statements/notes
1,871.9
Further information
Consolidated balance sheet
127
129
Consolidated cash flow statement
www
131
Consolidated statement
of changes in equity
133
Notes to the consolidated financial
statements
141
Notes on the consolidated income
statement
154
Notes on the consolidated
statement of financial position
208
Other disclosures
Remuneration report
financial position
Other disclosures
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Combined management report
Q
Independent Auditor's Report
239
Executive Board
Responsibility statement by the
238
Executive and Supervisory Board
126 Consolidated statement of
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated financial
statements/notes
125 Consolidated income statement
■ On 21 March 2023, Deutsche Börse AG and its subsidiary Clearstream
Banking S.A. entered into a facility agreement with a banking syndicate for a
working capital credit totalling up to €750.0 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 process, each lender has the right, at its own discretion, to terminate its
credit commitment and demand partial or full repayment of the amounts ow-
ing to it. A change of control occurs 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.
■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond is-
sue 2020/2047 (hybrid bond), and the terms of Deutsche Börse AG's
€500.0 million fixed-rated bond issue 2022/2048, Deutsche Börse AG has
a termination right in the event of a change of control (as defined in the
terms of the bond), which, if exercised, entitles Deutsche Börse AG to re-
deem the bonds at par, plus accrued interest. If Deutsche Börse AG does not
exercise this termination right, the affected bonds' coupon will increase by an
additional 500 basis points per annum. A change of control occurs if a per-
son 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 Meet-
ings of Deutsche Börse AG. In addition, the relevant bond terms require that
the change of control must adversely affect the long-term rating given to
Deutsche Börse AG by Moody's Investors Services, Inc., S&P Global Ratings
or Fitch Ratings Limited. Further details can be found in the applicable bond
terms.
According to the terms of Deutsche Börse AG's €500.0 million fixed-rate
bond issue 2015/2025, the terms of Deutsche Börse AG's €600.0 million
fixed-rate bond issue 2018/2028, the terms of Deutsche Börse AG's €500.0
million fixed-rate bond issue 2021/2026, the terms of Deutsche Börse AG's
€500.0 million fixed-rate bond issue 2021/2031, the terms of Deutsche
Börse AG's €600.0 million fixed-rate bond issue 2022/2032, the terms of
Deutsche Börse AG's €1,000.0 million fixed-rate bond issue 2023/2026,
the terms of Deutsche Börse AG's €750.0 million fixed-rate bond issue
2023/2029 and the terms of Deutsche Börse AG's €1,250.0 million fixed-
rate bond issue 2023/2033, the holders of the respective bonds have a ter-
mination right in the event of a change of control (as defined in the terms of
the bond). If these termination rights are exercised, the bonds are repayable
at par plus any accrued interest. A change of control occurs 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
PDF (A4)
Deutsche Börse Group - Annual report 2023
122
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Risk report
The following material agreements of the company are subject to a change-of-
control clause following a takeover bid:
Report on expected developments
00
Report on opportunities
PDF (A4)
123
Deutsche Börse Group - Annual report 2023
Further information
Remuneration report
The Executive Board is authorised to purchase treasury shares 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 at-
tributed to it in accordance with sections 71a et seq. AktG, may at no time ex-
ceed 10 per cent of the company's share capital. The authorisation to acquire
treasury shares is valid until 7 May 2024 and may be exercised by the com-
pany in full or in part on one or more occasions. However, it may also be exer-
cised 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 of-
fers of sale addressed to the company's shareholders; (3) by issuing tender
rights to shareholders; or (4) using derivatives (put options, call options, for-
ward purchases or a combination of put options, call options and forward pur-
chases). 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 6 and 7 of the agenda for the Annual General Meeting
held on 8 May 2019.
Report on post-balance sheet date events
50 per cent of the voting rights at Annual General Meetings of Deutsche
Börse AG. In addition, the respective bond terms require that the change of
control must adversely affect the rating given to one of the preferential unse-
cured debt instruments of Deutsche Börse AG by Moody's Investors Services,
Inc., S&P Global Ratings or Fitch Ratings Limited. Further details can be
found in the applicable bond terms.
Takeover-related disclosures
(notes based on HGB)
Deutsche Börse AG
Consolidated financial statements/notes
Corporate governance statement
- 59.6
10,100.2
- 728.6
- 19.9
- 198.8
Standard/Amendment/Interpretation
- 681.3
- 10.9
21.3
21.3
1.1
0.2
- 10.1
0.8
Sales under the Group Share Plan
Total comprehensive income
Other adjustments
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
0.9
Other comprehensive income
comprehensive income
6,944.0
67.3
Share
premium
Treasury
shares
Revaluation
surplus
Retained
earnings
Shareholders'
equity
Non-controlling
interests
Total
equity
- 1.7
- 1.7
- 0.3
11.9
9.3
Balance as at 1 January 2023
Profit for the period
190.0
1,370.8
- 449.6
416.6
8,471.8
589.1
9,060.9
1,724.0
1,724.0
72.8
1,796.8
- 21.6
1,702.4
1.2
- 23.3
- 5.6
- 28.9
1,700.7
1,767.9
IAS 1
comprehensive income
Amendment to supplier finance arrange-
ments disclosure
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
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. Monetary balance sheet items in foreign
currencies are measured at the exchange rate on the reporting date. Non-mon-
etary balance sheet items recognised at historical cost are measured at the ex-
change rate on the transaction date. By contrast, non-monetary balance sheet
items measured at fair value are translated at the exchange rate prevailing at
the valuation date. Exchange rate differences for monetary balance sheet items
are recognised either as other operating income or expenses, or as the result of
banking and similar business or as result from financial investments in the pe-
riod in which they arise, unless the underlying transactions are hedged. In the
case of equity instruments designated at FVOCI, the exchange rate differences
are recognised in other comprehensive income.
Balance sheet items of entities whose functional currency is not the euro are
translated into the reporting currency as follows: assets and liabilities are
translated into euros at the spot rate and equity items at historical rates. The
positions in the consolidated income statement are converted at average ex-
change rates for the reporting period. Resulting exchange differences are rec-
ognised directly in "revaluation surplus". Resulting exchange differences are
recognised without effect on profit or loss in the revaluation reserve. When the
relevant subsidiary is sold, these exchange rate differences are recognised in
the net profit for the period in which the deconsolidation gain or loss is real-
ised.
The following euro exchange rates of consequence to Deutsche Börse Group
were applied:
Exchange rates
Average rate
2023
Average rate
2022
Closing price
Closing price
as
as
at 31 Dec
at 31 Dec
2023
2022
Swiss francs
US dollars
CHF (Fr.)
USD
(US$)
0.9736
1.0030
0.9306
0.9864
1.0810
1.0524
1.1065
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Amendments in classification of liabilities
as current or non-current and amend-
Iments in the classification of liabilities
with covenants
Consolidated statement of changes in equity
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Application
date
1 Jan 2024
Effects
See notes
1 Jan 2024
none
none
IAS 7 and IFRS 7
IAS 21
Amendments affecting guideline IAS 21:
lack of exchangeability
1 Jan 2025
IFRS 16
Amendments in the accounting for lease
liabilities in sale and leaseback transac-
tions on seller/lessee
1 Jan 2024
See notes
Amendments to IFRS 16 concerning accounting by the seller-lessee for lia-
bilities under sale and leaseback transactions.
The amendments relate to the measurement of lease liabilities under sale and
leaseback transactions and require a seller-lessee to subsequently measure
lease liabilities arising from a leaseback in such a way that it does not recog-
nise any amount of the gain or loss that relates to the right of use it retains.
The new examples explain various different procedures, particularly for varia-
ble lease payments. The amendments are applicable to financial years begin-
ning on or after 1 January 2024. The IASB permits the amendments to be ap-
plied earlier, subject to an EU endorsement. These amendments are not ex-
pected to have an impact on the Group's financial performance or financial po-
sition.
The amendment to IAS 1 Amendments to the Classification of Liabilities as
Current or Non-current and Amendments to the Classification of Liabilities
with Covenants
The amendments relate to the classification of liabilities with covenants. The
IASB clarified that covenants that have to be met before or on the reporting
date may have an effect on classification as current or non-current. Covenants
that only have to be met after the reporting date do not affect the classification,
however. Rather than being considered as part of the classification, any such
covenants should be disclosed in the notes. This is intended to enable users of
financial statements to judge whether non-current liabilities could become due
within twelve months. These amendments have no material effect on the
Group's financial performance or financial position.
02 Consolidation principles
Intra-Group assets and liabilities are eliminated. Income arising from intra-
Group transactions is netted against the corresponding expenses. Intercom-
pany profits or losses arising from deliveries of intra-Group goods and services,
as well as dividends distributed within the Group, are eliminated. Deferred
taxes for consolidation adjustments are recognised where these are expected to
reverse in subsequent years.
Interests in equity attributable to non-controlling shareholders are presented
under "non-controlling interests" within equity. Where these are classified as
"puttable instruments", they are reported under “liabilities” at cost.
Deutsche Börse Group - Annual report 2023
PDF (A4)
136
Q
Executive and Supervisory Board
Combined management report
Consolidated balance sheet
Consolidated cash flow statement
Subscribed
capital
- 1.9
in €m
190.0
1,359.6
- 458.2
- 61.7
6,178.3
7,208.0
534.3
7,742.3
281.9
- 281.9
190.0
1,359.6
- 458.2
220.2
5,896.4
7,208.0
534.3
7,742.3
1,494.4
1,494.4
68.8
1,563.2
193.7
193.7
96.5
1,590.9
290.2
18.5
308.7
1,784.6
87.3
equity
1,871.9
Shareholders' Non-controlling
equity
interests
Revaluation
surplus
1.0671
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Consolidated statement of changes in equity
for the period 1 January to 31 December 2022
in €m
Balance as at 31 December 2021
Retrospective adjustment¹
Balance as at 1 January 2022
Net profit for the period
Other comprehensive income after tax
Total comprehensive income
Other adjustments
Sale of treasury shares
Sales under the Group Share Plan
Attributable to owners of Deutsche Börse AG
Subscribed
capital
Share
premium
Treasury
shares
Retained
earnings
Attributable to owners of Deutsche Börse AG
- 1.9
- 1.8
- 543.3
- 520.8
- 32.5
- 553.3
- 449.6
416.6
6,944.0
8,471.8
589.1
9,060.9
1) Previous year adjusted, see Note 3.
Deutsche Börse Group - Annual report 2023
131
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Consolidated statement of changes in equity
for the period 1 January to 31 December 2023
2.7
0.1
8.6
190.0
0.8
19.0
0.8
19.0
0.5
0.4
10.7
8.2
2.7
2.7
2.7
Further information
PDF (A4)
Increase in share-based payments
Changes due to capital increases/decreases
Changes from business combinations
Dividends paid
Transactions with shareholders
Balance as at 31 December 2022
48.3
48.3
28.2
76.5
- 2.2
- 2.2
- 24.2
- 26.4
- 587.6
587.6
- 36.6
- 624.2
11.2
1,370.8
CZK (Kč)
Liabilities in connection with the processing of clearing transactions that were
settled in cash were previously presented in other current liabilities. This differ-
ence was identified in the course of the SAP S/4 HANA migration and they
were reclassified to "Other financial liabilities at amortised cost". This resulted
in a reclassification of €74.2 million as at 1 January 2022 and of €15.1 mil-
lion as at 31 December 2022. The consolidated statement of financial position
as at 31 December 2022 was restated accordingly.
24.5458
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Notes to the consolidated financial
statements
Basis of preparation
01 General principles
Company information
Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche
Börse AG (the "company") has its registered office in Frankfurt/Main, Ger-
many, and is registered in the commercial register B of the Frankfurt/Main Lo-
cal Court (Amtsgericht Frankfurt am Main) under HRB 32232. Deutsche Börse
AG and its subsidiaries provide their clients with a broad range of products
and services along the value chain of financial market transactions. Their offer-
ing ranges from portfolio management software, analytics solutions, the ESG
business and index development, via services for trading, clearing and settling
orders through to custody services for securities and funds, and liquidity and
collateral management services. We also develop and operate the IT systems
and platforms that support all these processes. In addition to securities, our
platforms are also used to trade derivatives, commodities, foreign exchange
and digital assets. Moreover, Deutsche Börse AG has a stock exchange licence
and certain subsidiaries of Deutsche Börse AG have a banking licence and of-
fer banking services to customers. Eurex Clearing AG is a central counterparty,
a bank and its role is to mitigate performance risks for buyers and sellers. For
further details on internal organisation and reporting see the section "Funda-
mental information about the Group" in the combined management report.
Basis of reporting
The 2023 consolidated financial statements have been prepared in compli-
ance with the International Financial Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB) and the related interpreta-
tions issued by the International Financial Reporting Interpretations Committee
(IFRIC), as adopted by the European Union in accordance with Regulation
No. 1606/2002 of the European Parliament and of the Council on the appli-
cation of international accounting standards.
The disclosures required in accordance with Handelsgesetzbuch (HGB, Ger-
man Commercial Code) section 315e (1) have been presented in the notes to
the consolidated financial statements.
The consolidated income statement is structured using the nature of expense
method.
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 (Єm). Due to rounding, actual
amounts may differ from unrounded or disclosed figures.
Information about capital management, which is also part of these consoli-
dated financial statements, is included in the chapter Regulatory capital re-
quirements and regulatory capital ratios in the Risk report section in the com-
bined management report.
PDF (A4)
Deutsche Börse Group - Annual report 2023
133
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Increase in share-based payments
Transactions with non-controlling interests
Dividends paid
Transactions with shareholders
Balance as at 31 December 2023
14.4
- 25.3
118.8
89.2
- 68.8
139.2
-
- 661.5
- 661.5
Consolidated balance sheet
Consolidated cash flow statement
130.8
14.1
- 754.4
- 511.0
- 217.6
190.0
1,501.6
- 351.0
428.9
7,892.0
9,661.5
438.7
Deutsche Börse Group - Annual report 2023
PDF (A4)
132
98.6
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
The amendment to IAS 12 (Income Taxes) relates to the recognition of de-
ferred taxes in connection with transactions that give rise to equal amounts of
taxable and deductible temporary differences on first-time recognition. The
amendment makes it clear that the non-recognition of deferred taxes when an
asset or liability is recognised for the first time outside a business combination
does not apply to these transactions. These amendments, which typically ap-
ply to leases from the lessor perspective and to restoration obligations, do not
Deutsche Börse Group - Annual report 2023
PDF (A4)
134
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
The Amendments to Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
the Executive Board
Independent Auditor's Report
Further information
have any material impact on the Group's financial performance or financial po-
sition.
IAS 12 Pillar II Model Rules
In October 2021, more than 135 countries agreed to introduce a global mini-
mum tax rate for multinational groups with consolidated annual sales of at
least €750 million as part of the OECD/G20 Inclusive Framework on Base Ero-
sion and Profit Shifting (BEPS). The reform project known as Pillar II Model
Rules pursues the goal of ensuring effective minimum taxation of profits of af-
fected multinational corporations at 15 per cent per jurisdiction. The aim is to
limit international tax competition and ensure fair and appropriate taxation.
The Pillar II Model Rules were published by the OECD in December 2021 and
on 12 December 2022 the EU member states agreed on a directive for the ef-
fective minimum taxation of multinational corporations that has to be trans-
posed into national law by 31 December 2023. The German parliament
passed the Minimum Taxation Directive - Transposition Act on 10 December
2023 with effect for financial years starting on or after 01 January 2024; cor-
responding rules also apply in the great majority of jurisdictions outside the EU
that are relevant for us.
Since our subsidiaries and permanent establishments are predominantly domi-
ciled in jurisdictions whose nominal tax rate is above the minimum tax rate of
15 per cent, we do not expect any material tax impact for 2024, the first year
of application.
The amendments to IAS 12 provide for a temporary exemption from the obliga-
tion to recognise deferred taxes in connection with the introduction of the
global minimum tax rate.
IFRS 17 "Insurance Contracts"
The new accounting standard IFRS 17 (Insurance Contracts) was published in
May 2017 and replaces the IFRS 4 standard. Generally speaking, the new
standard is not only relevant to insurance companies, but to all entities that is-
sue insurance contracts within the scope of the standard. It is not relevant for
accounting by the insured party, however. IFRS 17 aims for the consistent,
rules-based accounting treatment of insurance contracts and provides for in-
surance liabilities to be measured at their current settlement value. Further-
more, the objective is to form a uniform basis regarding the recognition, meas-
urement and presentation of insurance contracts, including the notes. The
standard is applicable in the EU for financial years beginning on or after
1 January 2023 The standard was endorsed by the EU on 23 November
2021. The revised version of IFRS 17 has no impact on the Group's financial
performance or financial position.
New accounting standards – not yet implemented
-
The IASB issued the following new or amended standards and interpretations,
which were not applied in the consolidated financial statements, because en-
dorsement by the EU was still pending or the application was not mandatory.
The new or amended standards and interpretations must be applied for finan-
cial years beginning on or after the respective effective date. Even though early
application may be permitted for some standards, Deutsche Börse Group does
not usually use any early application options.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Remuneration report
140
The amendment to IAS 1 and IFRS Guidance document 2 on materiality
The amendment to IAS 1 supplements guidelines for determining disclosures
on accounting methods in an entity's financial statements and explains, how
an entity can identify material accounting policies. These amendments have
no material effect on the Group's financial performance or financial position.
1 Jan 2023
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
The consolidated financial statements have been prepared on a going concern
basis.
All accounting policies, estimates, measurement uncertainties, and discretion-
ary judgements referring to specific subject matter are described in the corre-
sponding note. Such disclosures are focused on applicable accounting options
under IFRS. Deutsche Börse Group does not present the underlying published
IFRS guidelines, unless this is considered crucial to enhance transparency.
The annual financial statements of subsidiaries included in the consolidated fi-
nancial statements have been prepared on the basis of the Group-wide ac-
counting policies based on IFRS that are described in the following. They were
applied consistently to the periods shown.
Assets and liabilities and items in the consolidated statement of comprehen-
sive income and any mandatory disclosures are listed separately if they are
material. We define as material a proportion of around 10 per cent of the rele-
vant total.
New accounting standards – implemented in the year under review
All the mandatory standards and applications endorsed by the European Com-
mission were applied by us in the reporting year 2023. They were not applied
earlier than required.
Standard/Amendment/Interpretation
Effects
Application
date
See notes
none
none
IAS 1
IAS 12
Amendments to IAS 1 and IFRS Prac-
tice Statement 2 on materiality
Clarification on how to better distin-
guish changes in accounting policy
from changes in accounting estimate
Amendments with respect to deferred
tax relating to assets and liabilities aris-
ing from a single transaction
1 Jan 2023
1 Jan 2023
1 Jan 2023
See notes
IAS 12
IFRS 17
IFRS 17, IFRS 9
Amendments to the international tax re-
form Pillar II model rules
Insurance contracts
1 Jan 2023
See notes
1 Jan 2023
See notes
Initial application of IFRS 17 and
IFRS 9 - Comparative information
IAS 8
Deutsche Börse Group - Annual report 2023
PDF (A4)
In prior years, current financial assets and the corresponding current liabilities
to which the Group had no access because of international sanctions were
presented in the consolidated statement of financial position. The accounting
treatment for these items was revised on the basis of a legal analysis. This re-
duced the financial assets and financial liabilities in the consolidated state-
ment of financial position by €188.0 million as at 1 January 2022 and by
€203.8 million as at 31 December 2022.
Independent Auditor's Report
Remuneration report
Further information
Subsidiaries and business combinations
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by
Deutsche Börse AG are included in the consolidated financial statements.
Deutsche Börse AG controls a company if it is exposed to variable returns re-
sulting 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 com-
pany.
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 acquisition date fair values. 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 subse-
quent periods at cost less accumulated impairment losses. Non-controlling in-
terests are measured at the acquisition date by the corresponding proportion of
the identifiable net assets of the acquired entity.
Deutsche Börse AG's equity interests in subsidiaries and associates included in
the consolidated financial statements as at 31 December 2023 are presented
in the list of shareholdings in note 34.
Material acquisitions
Acquisition of SimCorp A/S, Copenhagen, Denmark (SimCorp)
On 22 September 2023 Deutsche Börse announced the final result of the pub-
lic takeover offer for SimCorp A/S, Copenhagen, Denmark (SimCorp). Includ-
ing the shares bought directly on the market, Deutsche Börse held more than
90 per cent of all SimCorp shares (not including treasury shares held by
SimCorp).
After the successful completion of the public takeover on Friday, 29 September
2023, Deutsche Börse AG exercised its right to acquire all the SimCorp shares
from the remaining minority shareholders (Squeeze-out). Since 31 October
2023 Deutsche Börse AG holds 100 per cent of the outstanding shares in
SimCorp.
SimCorp and its subsidiaries have been fully consolidated in Deutsche Börse
Group since 29 September 2023. The SimCorp business was allocated to the
new Investment Management Solutions segment from the fourth quarter of
2023 onwards, where the activities of the previous Data & Analytics segment
are also reported.
Initial consolidation of SimCorp in the consolidated financial statements took
place using the purchase method. Significant revenue and cost synergies are
expected from the transaction, which are reflected in the goodwill resulting
from the transaction.
The identifiable assets and liabilities of SimCorp are recognised at fair value on
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 impair-
ment losses.
the Executive Board
The purchase price allocation was based on a preliminary basis, as it was not
yet possible to make a final determination, particularly with regards to taxes
and intangible assets.
Deutsche Börse Group - Annual report 2023
138
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
PDF (A4)
Independent Auditor's Report
Responsibility statement by
financial position
24.6996
24.1469
SGD (S$)
1.4506
1.4491
1.4594
1.4309
GBP (£)
0.8712
0.8547
DKK (dKr.)
7.4493
7.4398
0.8683
7.4542
Other disclosures
0.8850
Czech koruna
Singapore dollar
British pound
Danish kroner
Any goodwill arising on the acquisition of a foreign operation and any fair
value adjustments to the carrying amounts of assets and liabilities arising from
initial consolidation are reported in the functional currency of the foreign oper-
ation and translated at the closing rate.
Net investments in a foreign operation
Translation differences from a monetary item that is part of a net investment of
Deutsche Börse Group in a foreign operation are initially recognised in the re-
valuation reserve and are reclassified from equity to the consolidated income
statement when the net investment is sold.
PDF (A4)
Deutsche Börse Group - Annual report 2023
137
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
7.4364
24.0165
Remuneration report
Goodwill resulting from the business combination with SimCorp A/S, Copenhagen, Denmark
(SimCorp)
The full consolidation of SimCorp resulted in an increase in net revenues of
€198.0 million as well as in an increase in profit after tax of €12.3 million.
If the company had been consolidated as at 1 January 2023, this would have
resulted in an increase in net revenues of €544.1 million as well as in an de-
crease of profit after tax of €- 69.3 million, including the financing costs.
03 Adjustments
As at 31 December 2023 Deutsche Börse Group made various changes in
presentation and reclassifications in the consolidated statement of financial po-
sition and the consolidated statement of changes in equity. The published fig-
ures as at 31 December 2022 have been adjusted accordingly. These are
purely changes in presentation, which had no effect on net income for the pe-
riod or total comprehensive income.
Adjustments relating to the SAP S/4 HANA transformation
We adjusted the structure of the consolidated statement of financial position
when the new Group account structure was drawn up in the course of our SAP
S/4 HANA transformation, because it is more transparent and logical to pre-
sent all benefits to employees in separate balance sheet items, in order to em-
phasise the importance of these obligations. We also brought the presentation
within Group equity into line with the current market standard, in order to
make the financial information more comparable. The presentation of certain
liabilities from clearing transactions was also sharpened.
Equity
■ The currency translation reserve previously reported as part of retained earn-
ings will henceforth be reported as part of the revaluation surplus. This re-
sulted in a reclassification to equity of €-145.5 million as at 1 January
2022 and of €–352.1 million as at 31 December 2022.
PDF (A4)
Deutsche Börse Group - Annual report 2023
139
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
1) At the acquisition date of 29 September 2023, there was still a financial liability for the planned squeeze-
out, which was completed on the balance sheet date of 31 December 2023.
comprehensive income
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
■ The cumulative changes from the revaluation of defined benefit obligations
are now reported as part of retained earnings and were previously part of the
revaluation surplus. This resulted in a reclassification to equity of €-133.2
million as at 1 January 2022 and of €-36.3 million as at 31 December
2022.
■ Shares granted as part of stock option programmes and settled in equity in-
struments were not presented uniformly within equity hitherto. Certain pro-
grammes were previously presented within retained earnings and will now be
presented on a uniform basis in the revaluation surplus. This resulted in a
retrospective reclassification of €-3.2 million as at 1 January 2022 and of
€-5.5 million as at 31 December 2022.
Employee benefits
We have introduced a new non-current and current balance sheet item, "Em-
ployee benefits" (see note 17) to pool pension obligations, other non-current
employee benefits and non-current termination benefits. A reclassification from
the previous item “Provisions for pensions and other employee benefits" of
€149.0 million was made retrospectively as at 01 January 2022 and of
€23.9 million as at 31 December 2022. Obligations from early retirement
benefits, share-based payments and variable remuneration were also reclassi-
fied from other non-current provisions. This resulted in a retrospective reclassi-
fication of €14.8 million as at 01 January 2022 and of €95.9 million as at
31 December 2022. €30.6 million as at 1 January 2022, and €38.0 million
as at 31 December 2022 was also reclassified retrospectively from other
current liabilities for holiday entitlements, flexitime and overtime credits to the
new item "Current employee benefits”. €186.9 million as at 1 January 2022
and €224.9 million as at 31 December 2022 was also reclassified retrospec-
tively from other current provisions for share-based payment, bonus and sever-
ance payments.
Reclassification of clearing liabilities
Reclassifications of financial assets and liabilities under sanctions
Consolidated balance sheet
Consolidated cash flow statement
Further information
2,335.6
Total assets and liabilities acquired
in €m
Consideration transferred
Purchase price in cash
Financial liability¹
Total consideration
Other non-current assets
Deferred tax assets
Preliminary goodwill calculation
29 Sep 2023
3,747.6
139.7
3,887.3
Acquired assets and liabilities
Customer relationships
Trade names
848.7
359.3
Software
423.1
Goodwill (not tax-deductible)
Property, plant and equipment
Non-current contract assets
185.3
18.8
4.0
86.1
17.1
79.0
54.8
- 390.2
- 49.6
- 39.8
- 82.0
1,551.7
Current contract assets
Other current assets
Trade receivables
Acquired bank balances.
Deferred tax liabilities
Miscellaneous non-current liabilities
Contract liabilities
Miscellaneous current liabilities
37.1
Total
Q
135
or partially fulfilled in prior periods amounted to €14.0 million (2022: €17.7
million).
Commodities
Revenue for transactions in listed derivatives is recognised as soon as con-
tracts are matched/registered and there is no unfulfilled obligation towards the
customer. In the case of OTC transactions, posting fees are recognised at no-
vation on a monthly basis. These fees are recognised at a point in time. Fees
for the administration of financial derivative positions are recognised over time
as the service is provided until the transaction has been closed, terminated or
has matured.
Revenue in the financial derivatives business is generated from fees that are
charged for transactions with regard to the matching/registration, administra-
tion and regulation of order book and off-book transactions on Eurex Germany.
Revenue is also generated with clearing and settlement services for over-the-
counter (OTC) transactions. This mainly comes in the form of booking and
management fees. Fees, as well as any reductions are specified in price lists
and circulars. Rebates depend mainly on monthly volumes or the monthly ful-
filment of liquidity provisioning obligations in certain products or product
groups.
Financial derivatives
Trading & Clearing
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
142
PDF (A4)
Its product portfolio comprises contracts on power, natural gas and emission
allowances, as well as freight rates and agricultural products. Revenue is gen-
erated primarily from fees that are charged for exchange trading and clearing of
commodities products. Transaction fees are specified in the price list. Rebates
are granted primarily in the form of monthly rebates for the provision of a cer-
tain volume or level of liquidity. These types of rebates are dependent upon
the total monthly volume or the monthly fulfilment of certain liquidity provision
obligations. Revenue for transactions is recognised as soon as contracts are
matched/registered, i.e. there is no unfulfilled obligation towards the customer.
Cash equities
Contracts for trading and clearing of cash market products in securities are ac-
counted for in the same way as described in the Financial derivatives section.
As a general rule, securities intended for trading on the regulated market of
Frankfurter Wertpapierbörse (FWB, the Frankfurt Stock Exchange) are subject
to the admission and listing, or inclusion, resolved by FWB's Exchange Man-
agement. Deutsche Börse AG, as the operator of the public-sector exchange,
charges fees for the admission, listing, inclusion and quotation of securities on
the regulated market. Fees charged for the admission and inclusion of securi-
ties with definite maturities on the regulated market are realised using the pro-
jected useful lives of the underlying securities. Accordingly, the fees charged
for the listing of securities on the regulated unofficial market are realised using
the projected useful lives of the underlying securities. The method for measur-
ing the percentage of completion of the performance obligation on the basis of
projected useful lives is considered appropriate within the meaning of
IFRS 15. Listing fees are levied for the activity of all bodies of FWB, which su-
pervise the trading and the settlement of trades as well as ensure the proper
functioning of all trading activities (permanent possibility to make use of ex-
change facilities). Listing fees are recurring fees, which are charged for a ser-
vice that is delivered over time. Accordingly, revenue is realised on a pro-rata
basis. Revenue from fees for listings on the regulated unofficial market is real-
ised in a similar manner.
PDF (A4)
The Group generates revenues from infrastructure services and post-trading
services, the settlement of securities transactions as well as the custody and
administration of securities. The fees are calculated in accordance with the
prices set in the price list as well as with any relevant discounts granted. Cus-
tomers in the custody business receive the benefit from the service provided
and consume it at the same time as the performance is fulfilled during the
Securities services
The treasury result of banking and similar business stems mainly from invest-
ing surplus liquidity and from the fair value measurement of foreign exchange
transactions. It also includes income from exchange rate differences resulting
from finance instruments in the banking business. As a result of interest rate
policies, we also generate interest income from customer balances held with
us (in a negative interest rate environment). Furthermore, this item comprises
interest payments made on customer balances (positive interest rate environ-
ment) as well as cash investments (negative interest rate environment) and
fees for providing customer credit lines. Interest income and interest expenses
are calculated, allocated and realised when due, with the applicable effective
interest rate on a daily basis. In addition, impairment losses from financial in-
struments as well as income from the reduction of liabilities relating to the
banking business are recognised in this item.
Result of treasury activities in banking and similar business
contract period. Fees collected for administrative services, such as corporate
events for securities, are recognised when the agreed service is provided to cli-
ents. This occurs when instructions are received and the transactions are pro-
cessed. The service has been fulfilled at this point in time. In accordance with
the general terms and conditions, customers authorise direct debiting and con-
sequently no financing component has been identified.
The Fund services segment provides services to standardise fund processing
and to increase efficiency and safety in the investment fund sector. The ser-
vices offered include order routing, settlement, asset management, custody
services and distribution and placement of investments. Processing fees for
fund custody and the management of distribution agreements are recognised
over time. Transaction-related fees are recognised at the time the agreed ser-
vice is provided. This occurs when instructions are received and the transac-
tions are processed. The service has been fulfilled at this point in time. Reve-
nue is recognised based on the price specified in the price list and reduced by
the corresponding rebates.
Fund Services
In the foreign exchange business, revenue is recognised for the entire trading
process of foreign-exchange products and the commissions generated from this
in the form of trading fees. Revenue is recognised when the contractually
agreed service is provided to customers. The fees include discounts on a
monthly basis. Such discounts are considered accordingly in the month in
which the services are rendered and reduce the sales revenue of the respective
period.
Foreign exchange
Further information
Deutsche Börse Group - Annual report 2023
Remuneration report
Responsibility statement by
Other disclosures
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
143
Deutsche Börse Group - Annual report 2023
the Executive Board
Independent Auditor's Report
SimCorp primarily generates revenues in three categories: revenue from cus-
tomers that operate and service their SimCorp solution on their own servers
(on-premise), revenues from SaaS solutions, and professional services. The
on-premise revenues come from licence fees, software updates and support
services. The SaaS revenues come from fees for SaaS licences and SaaS ser-
vices, which comprise services and software updates, operating services, in-
cluding Platform-as-a-Service/hosting fees, and BPaaS fees (business pro-
cesses as a service). Generally speaking, licence fees may stem from subscrip-
tions or open-ended licensing agreements. Subscriptions entitle the customer
to use the software for a particular period, whereas open-ended software li-
cences give the customer the right to use the software for as long as the con-
tract for software updates and support is in effect. Revenue from licences is
recognised as soon as all the contractual obligations have been satisfied, i.e.
the licence has been transferred to the customer and the customer has gained
control over the software. Revenue for software updates and support is recog-
nised on a linear basis of the term of the contract. SaaS services, which in-
clude infrastructure services, operating services, digital portal services, invest-
ment accounting services, investment operational services, data management
services and regulatory reporting platform services, are recognised over the
term of the contract. Fees for professional services result primarily from imple-
mentation; revenues are recognised on the basis of work completed for time
and service contracts. Fixed fee agreements are recognised on the basis of per-
centage of completion, unless the customer is obliged to take delivery. Addi-
tional costs are capitalised for multi-year contracts when initiating a contract.
ESG's product portfolio includes Corporate Solutions, ESG Analytics and Gov-
ernance Solutions. Most of this revenue stems from fixed-term contracts and
recurring services. Revenue is recognised on a pro rata basis over the term of
the contracted services to customers. Fees are generally charged in advance,
either before the licence starts or periodically over the term of the licence.
Proxy voting services are provided at a specific point in time and revenue is
recognised accordingly when the contractually agreed service is provided. Fees
for exceeding the minimum volumes for proxy research and services in con-
nection with the exercise of voting rights are also variable consideration. Since
neither the volume that will be used nor the price of these services can be de-
termined with reasonable certainty when the contract starts, the variable por-
tion of the consideration can only be recognised when the transaction price
can be determined. Consideration is generally due 30 days after the invoice
date. Upon commencement of the contract, there is an expectation that the
period between providing the service and receiving the consideration from the
client will be no more than one year, so there is no significant financing com-
ponent. For multi-year contracts, additional costs of obtaining a contract are
capitalised.
is calculated and allocated according to the "expected cost plus a margin" ap-
proach. Additional costs are capitalised for multi-year contracts when initiating
a contract.
Revenue,
Overall, Deutsche Börse Group's net revenue comprised the following items:
Recognition of income and expenses
04 Net revenue
Notes on the consolidated income statement
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
■ result of treasury activities in banking and similar business,
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Composition of treasury result from banking and similar business
in €m
Interest income from positive interest environment
Financial assets measured at amortised cost
Interest expenses from positive interest environment
Financial liabilities measured at amortised cost
Interest income from negative interest environment
Financial liabilities measured at amortised cost
Interest expenses from negative interest environment
Financial assets measured at amortised cost
Net interest income
Consolidated cash flow statement
PDF (A4)
■ other operating income, and
150
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
volume-related costs.
Combined management report
Q
141
Deutsche Börse Group - Annual report 2023
PDF (A4)
Software solutions offers its clients risk-analytics and portfolio-construction
tools. Customers receive the right to use the intellectual property. The intellec-
tual property licences are granted for software products, which are subse-
quently referred to as "SaaS Front Office" and "SaaS Middle Office" (Software
as a Service). Revenue generated with SaaS Front Office fees is recognised at
a specific point in time because all contractual obligations are fulfilled, and the
customer obtains control of the asset as soon as the licence key is transferred
to the customer. SaaS Middle Office fees are recognised over time, i.e. the
contractual term. Fees are also charged for the maintenance and servicing
(summarised as "Maintenance") of the software products, which are realised
over the contract term. For this purpose, the transaction price for maintenance
The Group generates revenue from calculating and marketing indices, which
financial market participants use as underlyings for financial instruments or as
a benchmark for the performance of investments-. The index offering ranges
from blue-chip to benchmark to strategy to sustainability to smart-beta indices.
The recognition of revenue for index licences is based on fixed payments, vari-
able payments (usage-based volumes; mostly assets under management) or a
combination of the two. The customer simultaneously receives and consumes
the benefits provided by the entity's performance during the contract term.
Revenue is revised when warranted by the circumstances. Increases and de-
creases in estimated revenue are reflected in the consolidated income state-
ment in the period in which the circumstances that give rise to the revision be-
come known by the management. For two fee components (minimum fee and
usage-based fee), a contract liability is recognised and reduced each month
based on the usage that has been recognised each month.
Investment Management Solutions
We report our sales revenue on the basis of our segment structure. Revenue
recognition for the segments' main product lines, as broken down and reported
by us, are described as follows:
Sales revenue
This section comprises details on revenue from contracts with customers. They
particularly include performance obligations and methods of revenue recogni-
tion. Revenue is measured on the basis of the consideration agreed in a cus-
tomer contract. The Group recognises revenue when it transfers control over
goods or services to the customer. For information on contract assets and lia-
bilities, see note 13.
Executive and Supervisory Board
Other valuation result
Total
Deutsche Börse Group - Annual report 2023
Q
0
0
235.1
230.7
Index
ESG
576.3
566.3
41.3
- 47.2
0.9
0.3
0.3
0
616.7
613.2
ESG & Index
Investment Management Solutions
2022
2023
2022
2023
2022
0
2023
254.4
0
0
0
93.4
157.9
SaaS (incl. Analytics)
0
0
0
126.7
On-premises
250.2
0.8
0
93.4
330.3
SimCorp Axioma¹
0
0
131.4
128.1
Other ESG & Index
0
0
144
2022
2022
Further information
Volume-related costs are not incurred if the corresponding revenue is no longer
generated.
■ revenue sharing agreements and maker-taker price models.
■ the sales commissions to distribution parties for the distribution of capital in-
vestments,
■ the number of certain trading and settlement transactions,
■the custody volume and volume of global securities financing,
■the amount of purchased data,
The item "volume-related costs" consists of expenses directly related to reve-
nue and which depend directly on the following factors:
Volume-related costs
Other operating income is income not directly attributable to our typical busi-
ness model. Other operating income is usually realised when all opportunities
and risks have been transferred. Other operating income comprises, for in-
stance, income from subleasing property and income from agency agreements,
as well as the reversal of impairments recognised on trade receivables. In ad-
dition, valuation effects, such as income from exchange rate differences from
non-banking business, are reported under other operating income.
Other operating income
Remuneration report
145
Independent Auditor's Report
Responsibility statement by
Other disclosures
financial position
Notes on the consolidated statement of
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
the Executive Board
2023
Deutsche Börse Group - Annual report 2023
Q
2023
in €m
Net revenue
Volume-related costs
Other operating income
Treasury result from banking
and similar business
Sales revenue
Composition of net revenue (part 1)
Further information
Remuneration report
PDF (A4)
Independent Auditor's Report
Responsibility statement by
Other disclosures
Notes on the consolidated statement of
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
the Executive Board
0.2
2023
2,625.4
PDF (A4)
149
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Deutsche Börse Group - Annual report 2023
Responsibility statement by
Independent Auditor's Report
Remuneration report
07 Result from financial investments
Result from financial investments comprises measurement effects, dividend
payments, distributions, foreign currency translation effects and write-downs
on financial investments. Gains and losses on financial investments at FVPL
are recognised on a net basis in the period in which they arise. Distributions
from funds and dividends are recognised in profit or loss when the Group's
right to receive payments is established and to the extent that such dividends
are not capital repayments.
Composition of result from financial investments
in €m
Result of the equity method measurement of associates
Result of financial investments measured at amortised cost
Result of financial investments measured at fair value through
profit or loss
Result of derivatives
Result of hedge accounting
the Executive Board
Total
The fee for auditing services" from PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft (PwC) mainly related to the audit of consoli-
dated and individual financial statements of Deutsche Börse AG, as well as to
various audits of financial statements at subsidiaries. Audit-integrated reviews
of interim financial statements were performed. Other assurance services
mainly relate to business reviews of internal systems and controls required by
law or contract, the voluntary review of the remuneration report and the issu-
ance of comfort letters. The fee for other services mostly relates to project-re-
lated advisory services for non-regulated subsidiaries.
Further information
0.1
Advertising and marketing costs
28.3
26.5
Total
10.7
5.8
10.6
6.6
Travel, entertainment and corporate hospitality expenses
The costs of IT service providers and other consulting services mainly relate to
expenses in connection with software development. These costs also include
expenses for strategic consultancy and legal advice, as well as for auditing.
29.8
7.2
11.0
5.0
5.1
2.9
3.0
33.7
37.8
695.8
609.5
18.4
0.1
measured reliably. Interest expense is recognised in the period in which it is
incurred. Measurement effects from interest rate derivatives, including interest
rate hedges, are also shown in this item. The position also includes measure-
ment effects from foreign exchange derivatives to the extent that they relate to
treasury activities in the non-banking business.
in €m
Interest income on tax refunds
5.3
2.5
2.4
2.5
Other interest income and similar income
11.2
0.5
- 2.7
- 1.2
2.1
Total
32.8
- 14.0
10.2
Further information
For changes in financial investments see note 12.
08 Financial result
The financial result comprises interest income and expenses which are not at-
tributable to the Group's banking business and are therefore not recognised in
net revenue. Interest income and expense are recognised using the effective
interest method over the respective financial instrument's term to maturity. In-
terest income is recognised when it is probable that the economic benefits as-
sociated with the transaction will flow to the entity and the income can be
PDF (A4)
Deutsche Börse Group - Annual report 2023
1) The reclassification of fair value gains recognised in other comprehensive income in connection with interest
rate hedges was reported under financial income in the previous year. Such interest rate hedges are
concluded to hedge the cash flow risk arising from potential interest rate changes. In order to reflect this
economic purpose more accurately, the resulting amount was adjusted retrospectively as at 31 December
2022 by €-4.8 million. This led to a reduction of €-4.8 million in financial income in the consolidated
income statement as at 31 December 2022 and a corresponding reduction in financial expenses.
46.6
Composition of financial income
- 13.8
3.6
2023
2022
1
Interest income from financial assets measured at amortised
cost
25.6
8.6
Interest income from financial liabilities measured at amor-
tised cost
0.9
2.9
2023
14.4
2022
6.8
Interest income from financial assets measured at fair value
through other comprehensive income
0
0.1
- 1.8
0
Result from hedge accounting
0
3.8
Fair value gain from foreign currency derivatives
1.8
2022
0.0
Other services
60.1
48.5
55.1
57.8
141.3
99.4
172.8
145.0
1,422.5
1,212.7
862.0
PDF (A4)
Wages and salaries include one-off costs for restructuring programmes and
severance payments of €55.7 million (2022: €28.0 million).
148
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Deutsche Börse Group - Annual report 2023
Responsibility statement by
993.1
2023
613.8
Other operating income
Other operating income of €39.8 million (2022: €108.7 million) results
mainly from foreign exchange differences of €7.5 million (2022: €7.8 mil-
lion), income from management services of €1.4 million (2022: €0.8 million),
income from written-off receivables of €2.0 million (2022: €2.9 million) and
rental income from subleases (income from operating leases) of €1.2 million
(2022: €0.7 million).
- 1,698.8
- 295.9
05 Staff costs
4.2
449.4
- 11.7
919.1
Composition of staff costs
2022
Wages and salaries
- 308.0
459.3
in €m
42.4
72.9
961.5
532.2
Pension costs
Other staff costs
Social security contributions
Total
The significant increase in interest income and interest expenses from financial
instruments measured at amortised cost is driven by the changes in the inter-
est rate environment.
Share-based payments
0.3
the Executive Board
Remuneration report
196.9
166.3
Other assurance or valua-
Non-recoverable input tax
72.0
68.1
tion services
1.3
0.7
1.3
6.0
0.5
47.9
41.1
Tax advisory services
0
0
0
0
Insurance premiums, contributions and fees
31.0
26.1
Premises expenses
Independent Auditor's Report
9.2
9.1
Cost of exchange rate differences
Supervisory Board remuneration
Short-term leases
Miscellaneous
Total
06 Other operating expenses
Composition of fees paid to the auditor
2023
2022
Composition of other operating expenses
in €m
5.1
PwC network
2023
2022
Thereof
PwC GmbH
PwC network
Thereof
PwC GmbH
Costs for IT service providers and other consulting services
IT costs
241.1
206.1
Statutory audit services
in €m
Other Software Solutions
Revenue recognition
0
375.9
439.9
- 504.7
- 530.8
7.0
0.5
1.8
62.1
871.8
908.1
Securities Services
74.7
- 9.1
- 17.5
0
0.3
1.8
61.9
82.0
96.0
Other
89.7
140.7
Custody
Settlement
816.7
773.9
260.0
645.4
0
0
Net interest income
Other
104.8
114.4
- 69.8
- 65.2
0.1
0
0
0
174.5
179.6
585.0
615.1
- 194.8
- 202.5
5.9
0.7
0
0.2
85.3
- 482.3
- 495.9
7.0
2022
2023
Net revenue
Volume-related costs
Other operating income
Treasury result from banking
and similar business
Sales revenue
Composition of net revenue (part 2)
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
146
2023
0
2022
2022
0.2
0
0.2
565.0
580.8
Fund distribution
211.5
213.9
- 13.3
- 17.4
0
0
0
0
224.8
231.3
Fund processing
Fund Services
in €m
2022
2023
2022
2023
2023
0
0.1
0
100.2
90.6
- 78.5
- 68.3
0
0
0
102.9
95.6
1.9
ONOON
108.7
39.8
532.2
961.5
4,692.3
5,133.2
Group
0
0
0
- 11.5
- 12.7
thereof Securities Services
78.2
0
0.2
- 0.1
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
147
Deutsche Börse Group - Annual report 2023
PDF (A4)
- 8.8
4,337.6
87.8
-0.5
5,076.6
- 995.6
- 1,057.9
- 9.8
2.7
2.9
0
45.7
0
-0.3
45.8
532.2
961.5
- 304.4
- 299.8
56.9
2.5
271.8
644.8
1,098.6
4,788.5
173.1
135.7
- 39.8
- 32.2
50.9
1.8
11.8
- 0.8
150.2
166.9
1,163.2
5,222.8
Total
260.0
645.5
115.4
- 0.5
- 1,153.5
1,510.7
5,076.6
thereof Fund Services
- 6.7
- 6.0
0
0
- 5.7
- 6.4
thereof Trading & Clearing
0
0
0
- 78.5
- 70.2
thereof Investment Management Solutions
- 6.7
- 6.0
0
0
- 96.2
- 89.6
Consolidation of internal revenue
4,337.6
1,122.9
- 1,098.5
Deutsche Börse Group - Annual report 2023
Revenue recognised in the financial year from performance obligations fulfilled
29.5
117.7
108.7
1.9
350.1
380.8
0.8
0.3
9.9
96
1.6
155.4
197.5
0.8
0.3
8.3
21.3
194.7
183.3
0
0
1.6
98.5
8.2
111.6
0
0
0
59.1
33.3
- 16.0
- 14.2
305.2
239.9
465.5
377.2
117.7
108.7
1.9
1.6
250.0
187.7
0
0
103.9
91.0
0
0
144.9
138.7
0
- 66.2
293.9
344.4
- 33.7
- 38.7
130.8
180.4
- 33.2
- 27.5
163.1
164.0
- 6.2
- 5.9
139.6
132.8
- 241.5
- 229.5
2,262.8
2,187.1
1) SimCorp was only included in the consolidated financial statements from 29 September 2023, which means that no comparison is possible.
2) Reallocation of margin fees to the business areas, which are originally included in interest rates and other.
PDF (A4)
- 66.9
203.0
221.8
- 5.8
0
0.9
2,208.0
2,108.0
254.6
258.6
41.7
50.0
7600653200
- 20.1
220.8
- 12.0
475.5
- 8.5
- 4.4
241.5
183.3
- 2.2
- 1.8
101.7
89.2
- 9.4
565.0
262.1
0
91.0
0
126.6
0
0.6
- 33.9
- 18.6
117.6
75.4
943.5
710.1
- 0.1
0
1.1
1.5
05
-0.2
0
46.1
0
- 81.4
- 59.9
863.2
0
651.7
0
296.9
0
0
0.6
3008026
0.9
- 25.4
- 20.4
205.6
215.6
0
75.4
- 12.3
242.1
238.6
0
- 9.5
- 9.3
118.6
122.1
0.6
- 34.2
- 18.6
- 11.6
Trading & Clearing
124.2
Equities
- 145.4
1,264.3
1,234.4
- 101.1
- 99.1
471.0
509.0
52.7
53.0
- 31.1
- 32.0
397.1
367.9
38.2
Financial derivatives
136.1
149.6
- 83.22
- 67.82
- 0.1
- 0.1
- 148.3
18.9
0.4
35.9
29.0
0.4
Interest rates
Margin fees
Other
Commodities
Gas
Other
Cash equities
Trading
Other
Foreign exchange
1,247.5
Power
375.5
1,211.3
0
346.9
0
600
607.7
571.7
149.6
136.1
Independent Auditor's Report
Historical cost as at 1 Jan 2022
Remuneration report
Further information
Intangible assets
in €m
the Executive Board
Historical cost as at 31 Dec 2022
Disposals
Adjustment of previous year goodwill
Disposals from change in scope of consolidation
Additions
Reclassifications
Exchange rate differences
Responsibility statement by
Acquisitions through business combinations
Acquisitions through business combinations
Other disclosures
PDF (A4)
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Additions
Remuneration report
Further information
At the acquisition date, goodwill is allocated to the CGU, or groups of CGUS,
that is/are expected to create synergies from the relevant acquisition. If
changes arise in the structure of CGUs, for example through a new segmenta-
tion, goodwill is allocated taking into account the relative fair values of the
newly defined CGUs. Irrespective of any indications of impairment, these items
must be tested for impairment at least annually at the lowest level of impair-
ment at which we monitor the respective goodwill. An impairment loss is rec-
ognised if the carrying amount of the CGU, or groups of CGUs, to which good-
will is allocated (including the carrying amount of that goodwill) is higher than
the recoverable amount of this group of assets. The impairment loss is first al-
located to the goodwill, then to the other assets in proportion to their carrying
amounts.
The recoverable amount of the (groups of) CGUS was determined based on the
fair value less costs to sell. The value in use was only determined if the fair
value less costs to sell did not exceed the carrying amount. Given that no ac-
tive market was available for the (groups of) CGUs, the determination of fair
value less costs to sell was based on the discounted cash flow method (level 3
input factors). The detailed planning period generally covers a time period of
five years; for (groups of) CGUs, which have been allocated an asset with an
indefinite useful life, such time period ends in perpetuity. Individual costs of
capital are determined for each (group of) CGU(s), for the purpose of discount-
ing projected cash flows. These capital costs are based on data incorporating
beta factors, borrowing costs, as well as the capital structure of the respective
peer group. Pricing, trading volumes, assets under custody, market share as-
sumptions or general business development assumptions are based on past
experience or market research. Other key assumptions are mainly based on ex-
ternal factors and generally correspond to internal management planning. Sig-
nificant macroeconomic indicators include, for instance, equity index levels,
volatility of equity indices, as well as interest rates, exchange rates, GDP
growth, unemployment levels and government debt. When calculating value in
use, the projections are adjusted for the effects of future restructurings and
performance investments, if appropriate.
At each reporting date, the Group assesses whether there are any indications
that an impairment recognised for non-current assets in previous years (except
goodwill) 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 re-
sulted if no impairment loss had been recognised in previous periods. Deut-
sche Börse Group does not reverse any goodwill impairments.
financial position
Deutsche Börse Group - Annual report 2023
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
155
Disposals
Composition of financial expense
Exchange rate differences
Payments on Other intangible
account and
construction in
Total
assets
progress
416.4
7.5
0
the Executive Board
Responsibility statement by
oped software
Other disclosures
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
the Executive Board
Independent Auditor's Report
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Reclassifications
Goodwill
Deutsche Börse Group - Annual report 2023
Historical cost as at 31 Dec 2023
Amortisation and impairment losses as at 1 Jan 2022
Amortisation
Impairment losses
Disposals from change in scope of consolidation
Disposals
Reclassifications
Exchange rate differences
Purchased Internally devel-
software
Amortisation and impairment losses as at 31 Dec 2022
Impairment losses
Disposals
Reclassifications
Exchange rate differences
Amortisation and impairment losses as at 31 Dec 2023
Carrying amount as at 31 Dec 2022
Carrying amount as at 31 Dec 2023
PDF (A4)
Amortisation
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
31 Dec 2022
31 Dec2023
31 Dec 2022
31 Dec 2023
in €m
276.3
312.6
478.6
645.4
Deferred tax liabilities
Deferred tax assets
2022
2023
Composition of deferred taxes
Other
Total income tax expense
Foreign jurisdictions
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
332.8
Further information
in €m
Current income tax expense/(-income)
Germany
Foreign jurisdictions
Deferred income tax expense/(-income)
Germany
Allocation of income tax expense to Germany and foreign jurisdictions
Consolidated balance sheet
Consolidated cash flow statement
202.3
81.8
- 19.0
- 17.1
69.5
72.8
Other assets
- 33.2
- 93.3
4.9
3.0
Financial assets
543.3
654.9
- 441.6
- 753.0
48.2
66.7
2.4
53.1
- 828.4
- 484.8
9.5
64.7
Internally developed
Intangible assets
19.7
software
15.1
4.9
- 75.4
- 43.2
- 10.2
62.3
Provisions for pensions
comprehensive income
Combined management report
09 Income taxes
2) This includes €7.8 million (2022: €4.8 million) time value gains from interest rate swaps designated as
hedging instruments to hedge cash flow risk from bond issues.
1) Previous year adjusted, see note 3.
96.4
120.6
9.3
15.5
Other interest expense and non-interest expense
Total
1.8
Remuneration report
Expense of the unwinding of the discount on pension
provisions
9.5
15.8
7.7
Interest expense on taxes
0
Fair value loss from foreign currency derivatives
3.0
6.7
in Єm
2023
2022¹
Interest expense from financial liabilities measured at amor-
tised cost²
79.5
48.9
Deutsche Börse Group is subject to the tax laws of those countries in which it
operates and generates income. If it is probable that the tax authorities will not
accept the disclosed amounts or the legal assessments on which the Group's
tax declarations are based (uncertain tax positions), tax liabilities are recog-
nised based on the best possible estimate of expected cash outflows. Tax as-
sets are recognised if it is considered almost certain that they will be realised.
The recognition of uncertain tax positions is reassessed if there is a change in
the underlying facts or their legal assessment (e.g. change in case law).
Transaction cost of financial liabilities measured at amortised
7.1
1.4
Interest expense from financial assets measured at amortised
cost
0.1
Interest expense from lease liabilities
8.1
cost
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Deferred tax assets and liabilities are computed using the balance sheet liabil-
ity approach. The deferred tax calculation is based on temporary differences
Composition of tax expense
Executive and Supervisory Board
Q
151
Deutsche Börse Group - Annual report 2023
PDF (A4)
Deferred income tax expense/(-income)
due to temporary differences
543.3
654.9
Total income tax expense
50.0
- 9.5
7.2
- 5.7
14.9
15.2
due to tax loss and interest carryforwards
due to changes in tax legislation and/or tax rates
for previous years
- 7.4
in €m
Current income tax expense/(-income)
for the current year
for previous years
2023
2022
645.4
between the carrying amounts of assets and liabilities in the IFRS financial
statements and their tax base that will lead to a future tax liability or benefit
when assets are used or sold or liabilities are settled. These differences are
used to calculate deferred tax assets or liabilities. The deferred tax assets or li-
abilities are measured using the tax rates that are currently expected to apply
when the temporary differences reverse, based on tax rates that have been en-
acted or substantively enacted by the reporting date. Deferred tax assets are
recognised for the unused tax loss and interest carryforwards only to the extent
that it is probable that future taxable profit will be available. Deferred tax as-
sets 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.
478.6
513.2
6.5
- 34.6
9.5
64.7
9.5
638.9
and other employee bene-
fits
44.9
Deutsche Börse Group - Annual report 2023
As at 31 December 2023, the reported income tax rate was 26.7 per cent
(2022: 25.8 per cent).
To determine the expected income tax expense, earnings before tax have been
multiplied by the composite tax rate of 26 per cent assumed for 2023 (2022:
26 per cent).
Income tax expense arising from current year
Income taxes for previous years
Income tax expense
Other
Tax effects from loss carryforwards
543.3
654.9
15.4
- 3.0
527.9
657.9
- 8.6
6.2
7.2
- 5.7
0
2,451.8
2,106.5
637.5
547.7
- 9.0
- 12.1
PDF (A4)
23.8
- 2.7
- 23.9
- 2.5
Changes in valuation allowance for deferred tax assets
Effects from changes in tax rates
10.3
- 3.8
21.4
2022
153
Executive and Supervisory Board
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
154
Deutsche Börse Group - Annual report 2023
PDF (A4)
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 at least once a year. Impairment tests on CGUS with allocated
goodwill are carried out on 1 October every financial year. If the estimated re-
coverable amount of the asset or CGU is lower than the respective carrying
amount, an impairment loss is recognised and the net carrying amount of the
asset or CGU, respectively, is reduced to its estimated recoverable amount.
Value in use is estimated on the basis of the discounted estimated future cash
flows from continuing use of the asset and from its ultimate disposal, before
taxes. For this purpose, discount rates are estimated based on the prevailing
pre-tax weighted average cost of capital. If no recoverable amount can be de-
termined for an asset, the recoverable amount of the cash-generating unit
(CGU) to which the asset can be allocated is determined.
At each reporting date, the Group assesses whether there are any indications
that an intangible asset may be impaired. If this is the case, the 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.
Impairment tests
Intangible assets are derecognised on disposal or when no further economic
benefits are expected to flow from them.
Stock exchange licences and certain trade names have an indefinite useful life.
The intention is also to keep them as part of the general company strategy.
Their useful lives are therefore assumed to be indefinite.
The other intangible assets were largely acquired within the context of busi-
ness combinations and refer to exchange licences, trade names, customer rela-
tionships and order backlog. The acquisition costs correspond to the fair val-
ues as at the acquisition date. Depending on the relevant acquisition transac-
tion, the expected useful life is 5 to 20 years for trade names with finite useful
lives, 4 to 24 years for participants, customer relationships and order backlog,
and 2 to 20 years for other miscellaneous intangible assets.
Purchased software is generally amortised based on the projected useful life.
The expected useful life is 3 to 7 years, depending on the individual purchase.
The amortisation period for intangible assets with finite useful lives is reviewed
at a minimum at the end of each financial year. If the expected useful life of
an asset differs from previous estimates, the amortisation period is adjusted
accordingly.
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Q
Responsibility statement by
Remuneration report
Further information
Notes on the consolidated statement of
financial position
10 Intangible assets
Recognition and measurement
Capitalised development costs are amortised from the date of first use of the
software using the straight-line method over the asset's expected useful life.
The useful life of internally developed software releases is generally assumed
to be seven years; a useful life of ten years is used as the basis in the case of
newly developed systems.
the Executive Board
Independent Auditor's Report
2023
in €m
Reconciliation from expected to reported income tax expense
26.2
thereof recognised in
other comprehensive in-
come¹
- 542.2
- 980.5
241.9
290.3
profit and loss
thereof recognised in
- 589.1
- 1,032.4
262.7
316.5
ting)
Deferred taxes (before net-
0
52.4
38.5
39.0
- 19.3
- 16.7
Other provisions
28.9
17.3
Independent Auditor's Report
- 6.2
Liabilities
46.6
26.5
- 68.1
- 32.5
Tax loss and interest car-
ryforwards
- 2.9
Deferred taxes set off
Total
- 243.2
73.3
- 200.9
61.8
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
Combined management report
the Executive Board
Remuneration report
Further information
recognised. These unused tax losses are attributable to domestic losses total-
ling €1.5 million and to foreign tax losses totalling €103.1 million (2022:
Germany €0.2 million, foreign tax losses €40.3 million).
Tax losses may be carried forward for up to 7 years in Switzerland. Tax losses
arising before 1 January 2018 may be carried forward in the USA for up to 20
years. Losses incurred after 31 December 2017 may be carried forward indefi-
nitely, taking into account the minimum taxation rules. Losses generated as of
1 January 2017 will only be able to be carried forward in Luxembourg for a
maximum period of 17 years. Losses that arose before 1 January 2017 are
not affected by this limitation. Tax losses may be carried forward indefinitely in
Singapore.
There were no unrecognised deferred tax liabilities on future dividends of sub-
sidiaries and associates or on gains from the disposal of subsidiaries and asso-
ciates in the reporting period (2022: none).
Earnings before tax (EBT)
Expected income tax expense
Effects of different tax rates
Effects of non-deductible expenses
Effects of tax-exempt income
Independent Auditor's Report
Further information
Executive and Supervisory Board
152
- 51.9
243.2
- 46.9
200.9
- 789.2
Tax rates of 27.4 to 31.9 per cent (2022: 27.4 to 31.9 per cent) were used
in the reporting period to calculate income taxes for the German Group compa-
nies. These reflect trade income tax at rates of 11.6 to 16.1 per cent (2022:
11.6 to 16.1 per cent), corporation tax of 15 per cent (2022: 15 per cent)
and the 5.5 per cent solidarity surcharge (2022: 5.5 per cent) on corporation
tax.
Tax rates of 24.9 to 27.2 per cent (2022: 24.9 to 27.7 per cent) were used
for the Group companies in Luxembourg. Tax rates of 11.8 to 31.4 per cent
(2022: 9.1 to 34.6 per cent) were applied to the Group companies in the re-
maining countries; see Note 34.
Q
Current income tax expense was reduced by €2.6 million in the reporting year
by the utilisation of previously unrecognised tax loss carryforwards (2022:
€2.6 million). Deferred tax assets of €1.0 million were created by previously
unrecognised tax losses (2022: €1.7 million). Changes in loss allowances for
deductible temporary differences also gave rise to deferred tax expenses of
€0.2 million (2022: nil).
1) See note 15 for further information on deferred taxes recognised in other comprehensive income
- 388.2
Short-term elements of deferred taxes are recognised in non-current assets and
liabilities in the consolidated balance sheet, in line with IAS 1 "Presentation of
Financial Statements".
At the end of the reporting period, accumulated unused tax losses amounted to
€104.6 million (2022: €40.5 million), for which no deferred tax assets were
PDF (A4)
Deutsche Börse Group - Annual report 2023
The following table shows the carrying amounts of deferred tax assets and lia-
bilities as at the reporting date by line item or loss carryforwards:
20.8
2.7
- 0.3
- 2.0
- 0.1
2.0
2.0
0
0
0
1,212.4
- 87.2
0
359.6
0
1,942.6
2.6
1,241.3
673.1
25.7
66.3
852.8
0
- 0.9
0
Remaining amortisation period
as at
Carrying amount as of
Material intangible assets with with finite useful lives
Further information
3,035.3
3.8
1,985.9
1,020.6
- 90.2
25.0
0.2
- 6.9
- 7.2
-0.6
- 17.1
-0.1
- 14.1
- 2.9
- 14.4
31 Dec 2023
53.2
1.5
164.1
1.4
45.6
9,704.7
221.8
0
- 3.9
0
0
3.2
- 3.9
0
0
0
0
- 0.3
18.3
106.1
0
- 0.3
11.6
2,184.7
5,596.0
- 83.0
- 1.5
- 79.4
- 2.1
0
0.1
0.1
0
115.6
0
1,913.6
45.6
4.0
0
30.4
15.2
0
1,237.1
648.4
1,392.0
0
€m
31 Dec 2022 31 Dec 2023
€m
years
31 Dec 2022
years
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
Goodwill and other intangible assets from business combinations
comprehensive income
Combined management report
Executive and Supervisory Board
Q
158
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
The change in the internal reporting structure related to the introduction of the
new Investment Management Solutions segment (IMS) also caused (groups of)
CGU to which goodwill had been allocated to be divided up. Deutsche Börse
Group reallocated the corresponding carrying amounts based on the relative
fair values. The goodwill, that was allocated to the former group of CGUs Qon-
tigo was partially allocated to the group of CGUS ISS STOXX (80.7 per cent) as
well as SimCorp Axioma (19.3 per cent) in the current financial year. The
goodwill allocated to the CGU ISS was fully allocated to the group of CGUS ISS
STOXX. The following tables show the new allocation of goodwill to the corre-
sponding (group of) CGU and the changes over time:
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
■ Impairment losses of €8.7 million were also recognised for internally devel-
oped software in the Securities Services segment and of €0.2 million in the
Fund Services segment (recoverable amount: negative) in the fourth quarter
of 2023. The reasons for the impairment were that existing functionalities
were no longer used and that significant revenues can no longer be gener-
ated.
Changes in goodwill classified by (groups of) CGUS
Balance as at 1 Jan 2022
244.6
120.2
1,378.6
STOXX
Axioma
Total
ISS
ISS SimCorp
in €m
Qontigo
Services
Securities
Xetra
360T
EEX
Eurex
Adjustment of previous year goodwill
Acquisitions through business combinations
Fund
Services
■ An extraordinary impairment test of Crypto Finance AG was performed as at
30 September 2023 because its performance was persistently under plan.
This resulted in an impairment loss in the Trading & Clearing segment (re-
coverable amount: negative) of €24.6 million (customer relations €14.1 mil-
lion, software €7.6 million and trade name €2.9 million).
Impairment testing in 2023 revealed an impairment loss of €33.5 million
(2022: €20.4 million), which is shown in the line item “Depreciation, amorti-
sation and impairment losses" and relates to the following assets:
Total development costs in the reporting year 2023 came to €323.9 million
(2022: €274.5 million), of which €201.5 million were capitalised (2022:
€181.8 million).
149.4
Customer Relationship 360T
17.8
16.8
234.0
234.8
stream Funds Centre
Customer Relationship Clear-
159.5
20.2
474.3
406.2
Customer Relationship ISS
n.a.
24.8
n.a.
829.8
Customer Relationship SimCorp
19.1
14.8
15.8
PDF (A4)
Development costs that do not meet the requirements for capitalisation are rec-
ognised through profit or loss. Interest expense that cannot be allocated di-
rectly to one of the development projects is recognised through profit or loss in
the reporting period.
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
157
Development costs that have to be capitalised include direct labour costs,
costs of purchased services and workplace costs, including proportionate over-
heads that can be directly attributed to the preparation of the respective asset
for use, such as costs for the infrastructure of software development.
Research costs are recognised as expenses in the period in which they are in-
curred. Development costs for internally developed intangible assets are only
capitalised when the definition and recognition criteria for intangible assets ac-
cording to IAS 38 are met and development costs can be separated from re-
search costs.
Software, payments on account and software in development
Deutsche Börse Group - Annual report 2023
95.0
0.1
219.5
- 14.7
- 111.9
0
- 0.2
0
- 191.2
10.0
- 10.5
0
- 79.0
0.4
- 0.2
266.5
- 2.6
1,085.3
- 0.2
0
19.8
- 0.6
464.2
- 3.5
0.1
170.3
33.5
0.2
0
0
3.3
5.9
269.7
1,111.6
0
19.7
17.0
357.4
58.5
89.9
0
90.3
238.7
7.6
8.7
0
1,758.3
424.9
5,913.7
158.5
Amortisation
Exchange rate differences
Balance as at 31 Dec 2022
Acquisitions through business combinations
Additions
Amortisation
Impairments
Exchange rate differences
Additions
Balance as at 31 Dec 2023
in €m
Exchange
licences
Trade
names
Member,
customer
Miscellaneous
Total
relationships
intangible
assets
Changes in other intangible assets by category
Acquisitions through business combinations
Balance as at 1 Jan 2022
Remuneration report
578.7
533.0
8,213.3
118.3
1,942.6
3,035.3
1,835.9
8,610.0
12,478.6
156
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
1.1
61.9
1.5
0
1,212.4
241.2
10,368.4
3,987.8
14.9
49.6
0
151.9
2.0
0
218.4
- 79.0
- 111.9
148.1
0
- 0.2
0
- 191.1
0
43.5
191.7
2,300.0
5,913.7
2,345.3
0
0
0
0
- 14.7
1.7
32.0
0
178.2
- 33.7
0
11.1
440.0
430.2
3.2
1,536.5
0
157.4
- 0.1
69.6
0
0
-0.1
- 4.3
4.2
0
20.4
- 0.3
0
0
0
0
0
24.2
0
0
0
- 14.6
3.0
- 3.0
0
0
- 14.6
16.2
0
205.2
845.2
231.5
- 4.0
1,618.3
1,023.7
45.5
- 0.1
- 15.0
- 69.0
8,213.3
138.1
3,499.4
14,314.4
0
15.5
271.1
1,541.8
48.6
73.6
0
83.0
0
and order
backlog
- 45.5
0.0
0.0
2,335.6
0.0
2,345.3
2.4
- 2.2
- 2.1
3.5
0.5
32.7
4.5
9.0
- 4.9
4.7
- 83.1
1,379.9
133.4
245.9
70.5
1,126.2
805.3
0
0
2,472.7
1,979.4
8,213.3
Exchange rate differences
Balance as at 31 Dec 2023
Further information
Deutsche Börse Group - Annual report 2023
8.3
0.0
0.0
0.0
40.1
77.0
0.0
0.0
157.4
Balance as at 31 Dec 2022
1,382.3
130.6
248.0
67.0
1,126.7
767.9
731.3
1,459.8
0.0
0.0
5,913.6
5.0
0.0
Acquisitions through business combinations
0
142.0 2,062.6
- 1,468.8
159
- 735.8
0.0
0.0
0.0
0.0
0.0
Reallocation due to change in reporting structure
0.0
26.1
PDF (A4)
Executive and Supervisory Board
2.7/4.4
5.0/6.5
8.7/9.0
2.0
7.8
4.5
2,062.5
2.7/4.4
5.0/6.5
9.4/9.7
2.0/2.3
6.5
5.1
1.382,7
2,468.2
2.7
7.4
1.5
5.7
3.5
1,126.8
2.7
6.5
6.8
1.0
4.6
3.5
780.1
2.7
6.5
6.5
Xetra
EEX
Fund Services
360T
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Key assumptions used for impairment tests in 2023
(Group of) CGU
Goodwill
SimCorp Axioma²
ISS Stoxx
Eurex
o
Operating
costs
Net
revenue
%
%
%
growth rate
Q
Long-term
risk premium
%
Market
Risk-free
interest rate
%
Allocated book
value
€m
CAGR¹
Securities Services
Discount
rate
7.7
0.8
3.4
6.5
2.8
19.9
360T Core
3.9
1.6
1.5
8.7
5.0
4.9
29.0
Nodal
0.9
8.2
6.8
2.0
5.0
4.9
65.2
Axioma
5.8
7.6
2.3
10.1
5.0
4.9
120.6
ISS
4.2
8.0
9.3
1.5
5.8
4.3
160
Deutsche Börse Group - Annual report 2023
PDF (A4)
In the annual impairment test the recoverable amount for the CGU SimCorp
Axioma exceeded the carrying amount by €330.1 million. A decrease in the
average annual growth rate of net revenue to 7.6 per cent or an increase in
operating costs to 4.9 per cent or an increase in the discount rate by 0.4 per
cent or a reduction in the growth rate in perpetuity by 0.9 percent would result
in the recoverable amount being less than the carrying amount.
Even in case of a reasonably possible change of one of the parameters, under
the condition that all the other parameters remain constant, none of the above-
mentioned CGUs or groups of CGUs, with the exception of the SimCorp Axi-
oma CGU, would be impaired.
1) CAGR compound annual growth rate in detailed planning period including the rate used to perpetuity
2) The group of CGUS includes CGUS with business activities in different currency areas (euro and USD). As a result, where applicable individual disclosures for the cost of capital parameters for the separate impairment tests
included in the group of CGUS, are provided.
7.6
7.7
1.5
7.5
5.0
4.5
1.8
360TGTX
Further information
3.8
3.8
Kneip
15.0
2.8
6.5
7.0
2.0
2.0
15.7
EEX Core
14.2
2.8
6.5
7.8
1.5
1.2
2.9
8.7
2.8
691.2
1,388.9
0.0
0.0
5,596.0
0.0
7.0
0.0
0.0
0.0
157.1
0.0
0.0
0.0
584.7
0.0
0.0
0.0
0.0
2.2
0.0
0.0
0.0
- 6.1
0.0
0.0
- 3.9
Exchange rate differences
3.7
3.4
164.1
1,125.9
5.4
248.4
359.5
SimCorp
1.1
6.3
2.0
9.4
6.5
2.8
420.0
STOXX
Trade names and exchange licenses
2.3
-0.1
1.0
7.6
6.5
2.7
2.7
6.5
6.9
1.5
5.9
3.9
6.5
135.7
6.5
7.7
1.5
5.0
4.8
68.3
2.7
2.0
Q
Financial liabilities measured at amortised cost
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
The weighted average remaining term of leases is 10.4 years. For details re-
garding the corresponding lease liabilities, please see note 12.
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
12 Financial instruments
Additions and disposals
Financial assets are recognised when the Group or one of its companies be-
comes party to a financial instrument. Regular way purchases and sales of fi-
nancial assets are generally recognised and derecognised at the trade date.
Purchases and sales of debt instruments classified as "at amortised cost" and
of equities eligible for clearing via the central counterparties (CCPs) of
Deutsche Börse Group are recognised and derecognised at the settlement date.
Financial assets are derecognised when the contractual rights to the cash
flows expire or when the company transfers these rights in a transaction that
transfers substantially all risks and rewards of ownership of the financial as-
sets.
Clearstream Banking S.A. acts as a principal in securities borrowing and lend-
ing transactions in the context of the ASLplus securities lending system and is
an intermediate between lender and borrower without becoming a contracting
party from an economic perspective. Consequently, these transactions are not
recognised in the consolidated balance sheet.
First-time measurement and classification
Financial assets are first recognised at fair value. For financial assets not at fair
value through profit or loss the recognised amount also includes transaction
costs that can be allocated directly to the acquisition of this asset. Transaction
costs of financial assets at fair value through profit or loss are expensed.
Financial assets are classified at the acquisition date, from which subsequent
measurement is derived. We assign financial assets to the following measure-
ment categories:
■ At fair value (either at “fair value through other comprehensive income"
(FVOCI) or "fair value through profit or loss" (FVPL))
■ At amortised cost (aAC)
Debt instruments are allocated on the basis of the business model for manag-
ing the financial assets and the contractual cash flow characteristics. Debt in-
struments are only reclassified if the business model for managing them is
changed. We do not make use of the option to designate debt instruments at
fair value through profit or loss upon initial recognition (fair value option).
The classification of investments in equity instruments not held for trading de-
pends on whether the option of designating the corresponding financial assets
as at fair value through other comprehensive income (FVOCI option) is used on
initial recognition. Each individual equity instrument can be allocated sepa-
rately and may not be changed in subsequent periods.
Financial assets
PDF (A4)
69.7
301.0
163
Deutsche Börse Group - Annual report 2023
PDF (A4)
605.8
13.8
116.4
109.0
7.5
49.4
426.2
16.4
Carrying amount as at 31 Dec 2023
16.2
132.7
125.3
7.5
45.3
437.0
Carrying amount as at 31 Dec 2022
660.4
0
317.4
Combined management report
Deutsche Börse Group - Annual report 2023
164
Q
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Combined management report
Stage 1: The impairment upon initial recognition is measured on the basis of
the expected losses in the event of default within the next twelve months af-
ter the reporting date.
■ Stage 3: Credit-impaired financial assets are allocated to Stage 3 and the im-
pairment is based on the full lifetime expected credit losses. This is the case
if there are observable data of significant financial difficulties and there is a
high risk of default, even if the definition of a default has not yet been met.
If the credit risk for debt instruments at amortised cost and at fair value
through profit or loss or for balances on nostro accounts for which the simpli-
fied impairment model does not apply, is low in absolute terms as at the re-
porting date, they remain in Stage 1 even if the default risk has increased.
We have the following two triggers to identify a default event and which cause
a transfer to Stage 3 of the model:
Legal default event: A contracting party of the Group is unable to fulfil its
contractual obligations due to its insolvency.
■ Contractual default event: A contracting party of the Group is unable or un-
willing to fulfil its contractual obligations in a timely manner. The non-fulfil-
ment of the contractual obligation could result in a financial loss for us.
We measure the expected credit losses for trade receivables using a simplified
approach, which requires lifetime expected losses to be recognised from initial
recognition of a receivable. Due to the high recovery rate for trade receivables
with a due date of less than 360 days, a default is assumed for amounts
which are overdue for more than 360 days.
A detailed list of expected credit losses is shown in note 24.
Financial liabilities
Additions and disposals
Financial liabilities are recognised when a Group company becomes a party to
the financial instrument. Purchases and sales of equities via the central coun-
terparty Eurex Clearing AG are recognised at the settlement date analogous to
financial assets. Financial liabilities are derecognised when the contractual ob-
ligation has been extinguished because it has been discharged or cancelled or
has expired.
■ Stage 2: If a financial asset's credit risk has increased significantly, the ex-
pected credit loss is determined over the entire term. A significant increase in
credit risk is determined individually using internal ratings. A significant in-
crease in the credit risk is assumed if an asset is downgraded by three levels
within the internal rating system.
Executive and Supervisory Board
Q
165
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Subsequent measurement of debt instruments
We allocate each debt instrument to one of the following categories:
■ Amortised cost (aAC): Assets allocated to the "hold" business model and
whose cash flows consist solely of payments of principal and interest are
measured at amortised cost. Interest income from these financial assets is
measured using the effective interest method. Gains and losses from derec-
ognition, impairment and exchange rate movements are recognised through
profit or loss. Measurement effects are shown in banking business or non-
banking business depending on how the financial assets are allocated. For
financial assets from banking business all measurement effects are shown in
the treasury result of banking and similar business. Interest income from the
non-banking business is shown in the financial result. All other effects of
non-banking business are presented in result from financial investments. All
effects relating to the measurement of trade receivables are shown in other
operating income and expenses.
■ Fair value through other comprehensive income (FVOCI): Investments in
debt instruments allocated to the "hold and sell" business model and whose
cash flows consist solely of payments of principal and interest are measured
as at fair value through other comprehensive income. Impairments on these
debt instruments are recognised as result from financial investments through
profit or loss. On disposal of these debt instruments all the balances in the
revaluation surplus are reclassified to result from financial investments
through profit or loss. Interest income from fixed income debt securities in
this category are shown in the financial result.
■ Fair value through profit or loss (FVPL): Financial assets that do not meet
the criteria for measurement at amortised cost or at FVOCI, are measured at
FVPL and their measurement effects are shown in result from financial
investments. Distributions from fund interests are also shown in result from
financial investments. Interest income from fixed income bonds in this cate-
gory are shown in the financial result.
Subsequent measurement of equity instruments
As a rule, equity instruments are subsequently measured at fair value through
profit or loss (FVPL). For certain equity instruments we used the irrevocable
FVOCI option on acquisition, so that gains and losses there are recognised in
other comprehensive income. When the item is derecognised the gains and
losses are not recycled through profit or loss, but reclassified to retained earn-
ings. Dividends from these financial assets are shown in result from financial
investments.
Impairment
As a rule, any impairment for expected credit losses for debt instruments or
balances on nostro accounts for which the simplified impairment model does
not apply, and which are carried at amortised cost and at fair value through
other comprehensive income is determined using the three-stage impairment
model in IFRS 9. The losses represent a forward-looking measurement of
future losses that are generally subject to estimates.
Deutsche Börse Group - Annual report 2023
PDF (A4)
Executive and Supervisory Board
631.3
Further information
273.3
1.3
0.6
0.3
03
- 2.1
- 2.1
- 1.6
0
0.5
0.8
- 0.5
2.2
653.3
110.4
23.4
435.9
459.3
16.2
1,239.2
32.0
1.7
0
3.3
3.3
170
Deutsche Börse Group - Annual report 2023
PDF (A4)
117,668.6
1,275.6
- 5.4
93,538.3
9.1
- 0.4
17.5
0
0.2
Purchased
372.6
0.4
Total
390.1
8.5
0.6
|50|
0
0
- 0.4
- 0.4
0
1,099.0
5.5
- 0.4
52.2
5.3
5.5
88.7
94.2
10.2
161.9
- 2.3
- 2.4
- 0.1
- 23.8
- 23.9
- 29.0
115,773.9
1,894.7
1,275.6
16,272.6
16,272.6
0
613.4
613.4
0
2,305.0
522.9
1,782.1
1,975.2
436.4
16,407.1
16,407.1
0
1) Previous year adjusted, see note 3.
Cash and other bank balances
Total
Restricted bank balances
of which expected losses
Other
Receivables from CCP balances
Customer overdrafts from settlement business
Money market lendings
20,565.5
18,670.8
1,894.7
- 6.3
- 6.3
0
- 8.3
19,848.0
18,046.2
219.2
436.4
0
0
390.5
390.5
0
0
1,655.1
77,004.7
1,655.1
75,202.8
1,801.9
0
93,538.3
0
53,669.4
53,669.4
0
- 1.9
- 1.5
- 0.4
- 2.7
112.3
- 2.3
167.9
55.2
112.7
297.3
251.5
45.8
1,076.6
1,076.6
0
341.5
341.5
0
130.1
130.1
- 0.4
588.1
4.9
0
Right-of-use
construction
in proress
2.0
6.8
7.3
Measurement of purchased property, plant and equipment
11.9
Kneip
4.7
6.4
1.5
7.1
7.3
1.5
14.9
8.0
9.5
1.5
6.5
7.3
1.5
19.9
10.8
20.0
1.5
7.8
5.5
3.5
32.6
6.8
11.4
21.1
9.3
Crypto Finance/ Digital Assets
2.8
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
161
Deutsche Börse Group - Annual report 2023
2.0
PDF (A4)
4.7
9.3
1.5
6.9
5.5
3.2
2.0
360TGTX
10.8
39.1
2.0
15.9
7.3
1.5
1) CAGR compound annual growth rate in detailed planning period including the rate used to perpetuity
Balances on nostro accounts
8.9
5.2
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
in €m
Historical costs as at 1 Jan 2022
Acquisitions through business combinations
Disposals from change in scope of consolidation
Additions
Disposals
Reclassifications
Exchange rate differences
Historical costs as at 31 Dec 2022
Acquisitions through business combinations
Additions
Disposals
Reclassifications
Exchange rate differences
Historical costs as at 31 Dec 2023
Depreciation and impairment losses as at 1 Jan 2022
Property, plant and equipment (incl. Right-of-use assets)
Land and build-
ings (right-of-
use)
Fixtures and
fittings
IT hardware, operating and office equipment
as well as carpool ments made and
Advance pay-
Total
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
9.0
2.3
9.0
5.5
9.6
7.9
2.0
8.6
7.3
555
Depreciable items of property, plant and equipment are carried at cost less cu-
mulative depreciation. The straight-line depreciation method is used. The car-
rying amount is immediately written down to its recoverable amount if the car-
rying amount is higher than its recoverable amount. Costs of an item of prop-
erty, plant and equipment comprise all costs directly attributable to the pro-
duction process, as well as an appropriate proportion of production overheads.
No borrowing costs were recognised in the reporting period or in the previous
year as they could not be directly allocated to any particular development pro-
ject. If it is probable that the future economic benefits associated with an item
of property, plant and equipment will flow to the Group and the cost of the as-
set in question can be reliably determined, expenditure subsequent to acquisi-
tion is added to the carrying amount of the asset as incurred. The carrying
amounts of any parts of an asset that have been replaced are derecognised.
Repair and maintenance costs are expensed as incurred.
Useful life of property, plant and equipment
IT hardware
Operating and office equipment
5.5
Leasehold improvements
Based on lease term
Measurement of right-of-use assets
We lease a large number of different assets. These mainly include buildings
and cars. Right-of-use assets are measured at cost. Any accumulated depreci-
ation and impairment amounts are deducted from the cost of right-of-use as-
sets as part of subsequent measurement. This does not apply to short-term
leases with a term of not more than 12 months and leases for low-value as-
sets. Expenses in the reporting year resulting from the above-mentioned short-
term and low-value assets are reported in other operating expenses.
Useful life of property, plant and equipment
Right-of-use land and buildings
Right-of-use IT hardware, operating and office equipment as well as
carpool
Depreciation period
Based on lease term
Based on lease term
As a lessor in the case of an operating lease, we present the leased asset as
an item of property, plant and equipment and measure the asset at amortised
cost. The lease instalments received during the period are shown under other
operating income.
PDF (A4)
Deutsche Börse Group - Annual report 2023
162
Q
Executive and Supervisory Board
Depreciation period
3 to 5 years
5 to 19 years
11 Property, plant and equipment
1,756.0
1,801.9
8.5
Impairment losses
0.7
50
4.0
Disposals from change in scope of consolidation
0
0
Disposals
- 1.0
0.9
-0.1
Further information
Reclassifications
- 2.4
2.4
Exchange rate differences
- 0.7
- 0.2
0.3
000103
45.9
49.9
800
1,266.3
505.3
128.0
0
0
69.6
0
Amortisation
288.2
- 10.1
- 3.9
- 63.4
- 67.3
0
- 85.5
- 4.4
10.0
0
0.9
0.9
-6.6
0
- 5.8
- 0.5
- 0.3
- 0.7
- 1.0
0.1
- 7.4
699.5
119.1
23.9
410.0
433.9
13.8
150.1
55.3
11.7
299.9
0.7
-0.4
- 0.4
0
0
0
0.2
Disposals
- 8.1
- 10.1
- 3.9
63.4
- 67.3
0
- 85.5
Reclassifications
- 5.5
5.6
0
- 0.2
- 0.2
0
- 0.1
Exchange rate differences
0.5
- 0.1
- 0.1
-0.6
- 0.7
0
- 0.3
Depreciation and impairment losses as at 31 Dec 2023
0
0
0.2
Impairment losses
0
- 0.4
- 23.3
- 23.4
0
- 25.3
0
0
0
0
0.2
0.5
0
- 0.4
- 8.1
Depreciation and impairment losses as at 31 Dec 2022
65.1
15.9
310.6
326.5
0
607.9
Amortisation
69.9
9.2
4.5
54.6
59.1
0
138.2
216.3
82.8
4.0
38.7
2023
in €m
Amounts recognised in other comprehensive income
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
PDF (A4)
169
Deutsche Börse Group - Annual report 2023
Further information
None of these financial assets was pledged as collateral. There was an in-
crease of €9.3 million in strategic equity investments in 2023 due to new in-
vestments.
This item comprises strategic investments which we have irrevocably elected
to recognise at fair value through other comprehensive income in this category
at initial recognition. The carrying amount as at 31 December 2023 was
€222.7 million (2022: €182.8 million).
Financial assets measured at fair value through other comprehensive
income
When a hedging instrument expires or is sold or terminated, or when a hedge
no longer meets the criteria for hedge accounting, hedge accounting is discon-
tinued. However, the hedging relationship continues if it was designated as a
rolling hedge from the outset. To the extent that the expected transaction is
still considered to be highly probable, the expiring positions are replaced by
new hedging instruments. When the forecast transaction is no longer expected
to occur, the cumulative gain or loss and deferred costs of hedging that were
reported in equity are immediately reclassified to profit or loss.
■ Reclassified amounts for foreign exchange hedges are either recognised in
the result of treasury activities in banking business and similar business or in
result from financial investments. For interest rate hedges recognition is ei-
ther in the treasury result of banking and similar business or in the financial
result.
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
2022
Gains/(losses) recognised in other comprehensive income
Strategic investments
25.5
Other financial assets measured at amortised costs
- 8.3
0
of which expected losses
2,289.2
2,289.2
0
1,832.2
1,832.2
0
Total
Current
Non-current
Total
Other disclosures
Current
31 Dec 2022¹
31 Dec 2023
Further information
Trade Receivables
in Єm
Composition of financial assets at amortised cost
Financial assets and liabilities measured at amortised cost
Total
- 37.4
- 0.3
- 37.1
25.5
50
Debt instruments
Non-current
Fixed income securities
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
comprehensive income
The derivative financial instruments we use include interest rate swaps, foreign
exchange swaps, foreign exchange forwards and foreign exchange options.
Derivative financial instruments and hedge accounting
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 le-
gally 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 simultane-
ously.
Financial assets and liabilities in the statement of financial position are divided
into non-current and current. They are presented as non-current if the remain-
ing term is more than twelve months as at the reporting date. They are pre-
sented as current assets if the remaining term is less than twelve months.
Presentation and netting of financial assets and liabilities
Our exposure to various risks associated with the financial instruments is dis-
cussed in note 24. The maximum exposure to credit risk at the end of the re-
porting period is the carrying amount of each class of financial assets men-
tioned above.
We do not make use of the option to designate financial liabilities at fair value
through profit or loss upon initial recognition (fair value option).
Contingent purchase payments recognised by the purchaser of a business
combination in accordance with IFRS 3 are not measured at amortised cost.
The resulting financial liabilities are recognised at fair value. With a contingent
purchase price component the purchaser is obliged to transfer additional as-
sets or shares to the seller if certain conditions are met. Subsequent measure-
ment is at fair value through profit or loss.
Financial liabilities measured at fair value through profit or loss
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
166
Deutsche Börse Group - Annual report 2023
0.3
37.3
32.5
7.6
4.7
34.0
Derivatives are initially recognised at fair value on the date a derivative con-
tract is taken out. The Group applies the provisions of IFRS 9 to account for
hedges that meet the criteria for hedge accounting. When a hedging transac-
tion takes place the economic relationship between the hedging instrument
and the hedged item is documented in accordance with the requirements of
IFRS 9.
All other derivative transactions serve mainly to hedge foreign exchange risks
in economic hedging relationships. They are classified as “held for trading" for
accounting purposes and are remeasured at the end of each reporting period
at fair value through profit or loss. Depending on the type of transaction, gains
and losses from the subsequent measurement are either recognised in the re-
sult of treasury activities in banking business and similar business, in result
from financial investments or in the financial result.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
168
Deutsche Börse Group - Annual report 2023
PDF (A4)
■ If this amount is a loss, however, and the assumption is that all or part of
this loss cannot be recouped in future periods, then this amount is recog-
nised immediately through profit or loss.
■ For cash flow hedges of existing receivables and liabilities, the amount that
has accumulated in the reserve for cash flow hedges is reclassified to profit
or loss in the periods in which there are changes in the hedged future cash
flows recognised through profit or loss.
■ If the cash flow hedges serve to hedge a planned transaction, the amount
from the hedging instrument that has accumulated in other comprehensive
income up to the acquisition date is derecognised from the reserve and
treated as part of the acquisition costs.
Cumulative amounts in the reserve for cash flow hedges are reclassified ac-
cording to the following methodology:
Changes in the forward component of the hedging instrument that relates to
the hedged item are considered to be hedging costs and shown separately in
the reserve for hedging costs in other comprehensive income. The fair value of
the forward component not included in the hedging relationship at the time it
is designated is written off pro rata temporis over the period of the hedging re-
lationship. The amount written down is recycled from the reserve for hedging
costs to profit or loss.
equity. If the Group uses futures to hedge existing receivables and liabilities,
only the spot component of the future is designated. Gains or losses from the
effective portion of the change in the spot component of the future are shown
in the reserve for cash flow hedges.
The effective portion of changes in the fair value of derivatives designated as
cash flow hedges is shown in the reserve for cash flow hedges as part of other
comprehensive income; it is limited to the cumulative absolute change in the
fair value of the hedged item value since the hedging transaction. Gains or
losses on the ineffective portion are recognised directly through profit or loss
either in the treasury result of banking and similar business or in result from
financial investments. The ineffective portion of interest rate hedges is recog-
nised either in the treasury result of banking and similar business or in the fi-
nancial result. If forward contracts are used to hedge planned transactions we
designate the entire change in the fair value of the forward, including the for-
ward component, as a hedging instrument. In this case the gains or losses
from the effective portion of the change in fair value for the entire future trans-
action are recognised in the reserve for cash flow hedges as a component of
Consolidated balance sheet
Consolidated cash flow statement
The effectiveness of the hedging relationship is assessed at the beginning and
over the entire duration of the hedging relationship to ensure that there is an
economic relationship between the hedging instrument and the hedged item.
This entails establishing hedging transactions in which all the relevant contrac-
tual parameters of the hedging instrument exactly match those of the hedged
item. Hedging of planned transactions may be ineffective if the timing of the
planned transaction differs from the original estimate. Ineffectiveness due to
changes in our default risk or that of the counterparty to the hedging transac-
tion is deemed to be negligible. Effectiveness is measured regularly as at the
reporting dates. The Group uses the hypothetical derivative method for this
purpose.
Cash flow hedges that qualify for hedge accounting
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
167
As in the previous year, in the reporting year we used cash flow hedge ac-
counting for hedges of foreign exchange risk on highly likely transactions and
to hedge translation effects for monetary items within the Group. The cash
flow hedge used the previous year to hedge the interest rate risk of a planned
security issue was terminated when the bond issue was completed.
1.5
PDF (A4)
Risk-free
9.5
1.5
6.5
7.3
1.5
253.0
7.5
8.6
2.0
7.5
7.7
7.3
791.6
8.4
9.0
2.0
8.6
7.3
1.5
791.7
3.5
6.6
1.5
1.0
135.8
7.3
73.3
Axioma
3.5
137.8
ISS Core
1.5
420.0
STOXX
Trade names and exchange licences
Xetra
1.5
EEX
3.1
1.0
6.8
7.3
1.5
68.8
5.4
7.8
1.5
7.1
4.8
6.5
7.3
Q
Market risk
premium
%
Discount rate
%
Perpetuity
Net revenue
growth
%
Operating costs
%
rate
%
1,580.5
interest rate
%
3.5
9.0
2.3
9.0
5.2
1,338.0
1.5
7.3
6.8
1.5
7.1
5.5
1.5
Allocated book
value
m €
CAGR¹
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Key assumptions used for impairment tests in 2022
(Group of) CGUS
Goodwill
ISS
Eurex
Securities Services
Qontigo
Fund Services
360T
Nodal
360T Core
EEX Core
Further information
3.5
3.6
1,128.0
Financial liabilities not held for trading are accounted for at amortised cost.
The borrowing costs associated with the placement of financial liabilities are
included in the carrying amount and accounted for using the effective interest
method if they are directly attributable. Discounts are amortised over the term
of the liabilities using the effective interest method. Liabilities for the acquisi-
tion of non-controlling shares settled in cash or another financial asset are rec-
ognised at the present value of the future purchase price. The effect of the pre-
sent value of accrued interest on the financial obligation and all measurement
changes in the obligation is subsequently measured through profit or loss. The
equity interest attributable to non-controlling shareholders underlying the
transaction is accounted for as if it had already been acquired at the time of
the transaction.
1,021.5
- 106.0
79.1
Carrying amount in €m
9.9
26.8
Notional amount in USDM
Negative market value
227.0
Cumulative change in value of hedged items used to deter-
mine the ineffectiveness of the hedging relationship in €m
Weighted average hedge rate for hedging instruments
4.3
1.2
24.9
1.2
Net gain/(loss) from other financial liabilities measured at fair
value through profit or loss
Total
Cash flow hedges that qualify for hedge accounting
340.8
Liabilities from CCP balances
Lease liabilities
Bank overdrafts
0
7,096.2
1,514.2
17,177.6
7,484.0
0
Non-current
Total
We enter into cash flow hedges to hedge existing or future transactions. The
hedged items covered by hedge accounting consist of internal Group loans and
highly probable planned transactions.
Current
31 Dec 2022¹
31 Dec 2023
Total
triparty reverse repurchase agreements and in the form of overnight deposits at
central banks and other banks and shown as restricted bank balances. Gov-
ernment and government-guaranteed bonds with an external credit rating of at
least AA- are accepted as collateral for the reverse repurchase agreements.
1) Previous year adjusted, see note 3.
Cash deposits from market participants
Total
Other
Non-current
0
The effects of foreign currency hedging instruments on the financial position
and financial performance is as follows:
Interest rate hedges with a nominal volume of €2,000.0 million and foreign
exchange hedges with a nominal volume of US$ 113.8 million expired in
2023.
Change in fair value of hedging instruments recognised in OCI
Hedging costs deferred and recognised in other comprehensive income
Reclassification to profit or loss
Settlement
Balance as at 31 Dec 2022
Change in fair value of hedging instruments recognised in OCI
Hedging costs deferred and recognised in other comprehensive income
Reclassification to profit or loss
Settlement
Balance as at 1 Jan 2022
Balance as at 31 Dec 2023
Cost of hedging
reserve
Reserve for
cash flow
hedges foreign
currency deriva-
tives
Reserve for
Total
cash flow
Further information
The foreign exchange forwards designated as hedging instruments are for US
dollars and are in the same currency as the internal foreign exchange transac-
tions and the highly probable future transactions. Therefore, the hedge ratio is
1:1. The foreign exchange hedging transactions in US dollars are due in
2024.
in €m
Remuneration report
The revaluation surplus for cash shown in other comprehensive income relates
to the following hedging instruments:
PDF (A4)
Deutsche Börse Group - Annual report 2023
175
Q
Executive and Supervisory Board
Combined management report
Cash flow hedge reserve
Consolidated financial statements/notes
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Consolidated income statement
Consolidated statement of
0
1,138.3
14.7
1,514.2
24,661.6
7,096.2
1,138.3
132.6
93,283.1
117,340.8
PDF (A4)
Deutsche Börse Group - Annual report 2023
335.8
Q
131.7
93,283.1
112,805.8
Executive and Supervisory Board
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
Combined management report
the Executive Board
4,535.0
0.9
1,021.5
384.3
0
85.0
5.5
469.3
410.7
70.8
0
481.5
0
7,484.0
472.9
53,401.3
72,093.0
5.5
476.3
53,401.3
79,577.0
0
53.2
53.2
3.5
0
Independent Auditor's Report
Further information
15,125.4
0
134.8
134.8
0
14.7
564.5
15,125.4
564.5
4,123.4
0
22,017.9
2,039.8
Current
2,039.8
17,482.8
4,535.0
4,123.4
0
0
Remuneration report
0
15,506.3
Deutsche Börse AG issued three corporate bonds to finance the acquisition of
SimCorp in 2023, which are shown in the following table:
Issued Bonds
ISIN
Due date
Annual coupon
Notional volumes
DE000A351ZR8A
15,506.3
September 2026
€m
DE000A351ZS6A
DE000A351ZT4A
September 2029
September 2033
3.75
335.8
0
%
3.88
171
180
750
0
56.7
6.0
50.8
26.8
0
26.8
9.9
9.9
0
119.0
145.8
26.8
66.6
15.9
50.8
182.6
15.8
166.8
210.1
31.9
178.2
119.0
119.0
0.3
0.1
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
174
152.2
119.3
32.9
67.0
16.0
51.1
6.4
0.3
6.1
0.4
0.1
0.3
6.4
0.3
6.1
0.4
72.7
1.0
71.7
88.9
14.8
0.9
17.8
17.6
0.2
Total
Current
Non-current
Total
Current
Non-current
Carrying amount 31.12.2022
Carrying amount 31.12.2023
Deutsche Börse Group - Annual report 2023
PDF (A4)
The fund interests include collateral of €8.0 million (31 December 2022:
€8.0 million). As of 31 December 2023 there were foreign currency deriva-
tives not designated as part of a hedging relationship with a term of less than
two months with a nominal volume of €4,006.7 million (31 December 2022 :
€5,552.3 million with a term of less than six months). Of the total, €2,596.0
million (31 December 2022: €1,554.6 million) relate to foreign exchange de-
rivatives with a positive fair value and €1,410.7 million (31 December 2022:
€3,997.7 million) to derivatives with a negative fair value. These foreign cur-
rency derivatives are mainly used to convert payments received in US dollars
into euros for liquidity management purposes and also as an alternative to un-
secured deposits and loans, to hedge the unsecured counterparty risk and li-
quidity risk in everyday liquidity management.
Further information
Total other financial liabilities
Contingent consideration
Derivatives designated as cash flow hedges
Derivatives not designated as hedges
Miscellaneous financial liabilities
Derivatives
Total other financial assets
Fund units and other financial instruments
15.7
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
0
5.3
13.2
75.8
94.3
0
94.3
103.4
1.1
102.3
167.0
1.0
165.9
192.3
14.3
178.0
9.3
9.3
0
12.5
12.3
0.2
5.4
5.4
0
5.3
rate swaps
financial position
Responsibility statement by
Composition of financial instruments held by central counterparties
in €m
Repo transactions
Options
Total
thereof non-current
thereof current
31 Dec 2023
31 Dec 2022
118,074.6
27,498.0
109,687.8
29,323.4
145,572.5
139,011.2
The fair values recognised in the consolidated balance sheet are based on
daily settlement prices, which the clearing houses determine and publish ac-
cording to the rules defined in the contract specifications.
7,667.6
137,904.9
Receivables and liabilities that may be offset against a clearing member are re-
ported on a net basis. Financial liabilities of €563.0 million were eliminated
because of intra-Group GC Pooling transactions (31 December 2022: €364.0
million).
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
173
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
9,078.4
129,932.8
The transactions of the clearing houses are only executed between the respec-
tive clearing house and a clearing member. Purchases and sales of equities
and bonds via the Eurex Clearing AG central counterparty are recognised and
simultaneously derecognised at the settlement date. For products that are
marked to market (futures, options on futures, as well as OTC interest-rate de-
rivatives), the clearing houses recognise gains and losses on open positions of
clearing members on each exchange day. By means of the variation margin,
profits and losses on open 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. Therefore, futures and OTC interest rate
derivatives are not reported in the consolidated balance sheet. “Traditional” op-
tions, for which the buyer must pay the option premium in full upon purchase,
are carried in the consolidated balance sheet at fair value. Receivables and lia-
bilities from repo transactions and from cash-collateralised securities lending
transactions are classified as held for trading and carried at fair value.
Remuneration report
Independent Auditor's Report
3.88
1,250
1,000
The financial liabilities recognised on the balance sheet were not secured by
liens or similar rights as at 31 December 2023 or as at 31 December 2022.
Financial assets and liabilities measured at fair value through profit or loss
Financial instruments of the central counterparties
Eurex Clearing AG, European Commodity Clearing AG and Nodal Clear, LLC all
act as central counterparties:
Eurex Clearing AG guarantees the settlement of all transactions involving fu-
tures and options on Eurex Germany. It also guarantees the settlement of all
transactions for Eurex Repo (repo trading platform) and certain exchange
transactions in equities on Frankfurter Wertpapierbörse (FWB, the Frankfurt
Stock Exchange). Eurex Clearing AG also guarantees the settlement of off-or-
der-book trades entered for clearing in the trading systems of the Eurex ex-
changes, Eurex Bonds, Eurex Repo and the Frankfurt Stock Exchange. In ad-
dition, Eurex Clearing AG clears over-the-counter (OTC) interest rate deriva-
tives and securities lending transactions, where these meet the specified no-
vation criteria.
▪ European Commodity Clearing AG guarantees the settlement of spot and de-
rivatives transactions at the trading venues of EEX group and the connected
partner exchanges.
■ Nodal Clear, LLC, as part of the Nodal Exchange Group, is a Derivatives
Clearing Organisation (DCO) registered in the United States and is the central
counterparty for all transactions executed on Nodal Exchange.
PDF (A4)
Deutsche Börse Group - Annual report 2023
172
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
5.3
Carrying amount in €m
3.8
0
Positive market value
- 1.1
- 2.7
Net gain/(loss) from cash flow hedges
Foreign exchange derivative in USD
74.5
- 90.0
Net gain/(loss) from derivatives not designated as hedges
2022
2023
2022
2023
in €m
Hedging transactions in cash flow hedges
Net gain/(loss) from cash flow IRS hedges
Amounts recognised in profit or loss
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Net gain/(loss) from other financial assets measured at fair
value through profit or loss
Other disclosures
Notional amount in USDm
5.4
156.0
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Other financial assets and liabilities at FVPL
Other financial assets and liabilities measured at fair value through profit or loss
in €m
Derivatives
Derivatives designated as cash flow hedges
Derivatives not designated as hedges
- 4.6
- 9.5
1.0
1.1
5,4
5.3
Cumulative change in value of hedged items used to deter-
mine the ineffectiveness of the hedging relationship in €m
Weighted average hedge rate for hedging instruments
11.4
0.6
Distributions from fund units
- 4.9
- 4.4
159.0
hedges interest
176
0.2
Material unobservable inputs
option pricing model
Internal Black-Merton-Scholes
Measurement method
Financial instrument
Measurement methods and inputs for the fair value hierarchy Level 3
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Value of equity
178
Riskfree interest rate
Volatility
Derivatives
The following table shows the reconciliation from opening to closing balance
for the fair value of Level 3 financial instruments.
PDF (A4)
Further information
Discounted cash flow model
Contingent purchase price
components
Net asset value
Interests in institutional
investment funds
The estimated fair value would go up (down), if
the expected value of the equity were higher
(lower)
n.a.
n.a.
- dividend yields were higher (lower)
- the volatility were higher (lower)
- the risk-free interest rate were lower (higher)
- the expected value of the equity were lower
(higher)
The estimated fair value would go up (down), if:
Connection between material unobservable in-
puts and fair value measurement
Measurement by means of price adjustments for assets on inactive mar-
kets A descriptive sensitivity analysis is not used here for this reason.
These investments include private equity funds and alternative invest-
ments held by Deutsche Börse Group. They are valued by the fund
manager based on net asset value. Net asset value is determined using
non-public information from the respective private equity managers.
Deutsche Börse Group only has limited insight into the specific inputs
used by the fund managers; a descriptive sensitivity analysis is there-
fore not used here.
Value of equity
Adjusted prices for assets on inactive
markets
Strategic investments
Dividend yield
Deutsche Börse Group - Annual report 2023
PDF (A4)
The following table presents the valuation techniques, including material un-
observable inputs, used to determine the fair value of Level 3 financial instru-
ments (FVPL).
139,376.8
14.8
0
15.8
129,932.8
0
129,932.8
154.41
0
9,078.4
0.0
12.5¹
167.0
0
9,078.4
143.51
0
39.31
182.8
Level 3
51.8¹
139,026.1
1.0
298.91
Total liabilities
counterparties are market transactions for identical or similar assets on non-
active markets and option pricing models based on observable prices.
The other non-current and current assets and liabilities included in the Level 2
hierarchy include foreign currency forwards. The basis for measuring the mar-
ket value of the foreign currency forwards is the forward rate at the reporting
date for the remaining term. They are based on observable market prices. The
basis for measuring the market value of financial instruments held by central
1) Strategic investments (FVOCI) of €39.3 million and non-current financial assets (FVPL) of €1.6 million were measured as at 31 December 2022 on the basis of available market prices and so are classified as Level 1.The
disclosures on Level 3 as at 31 December 2022 were adjusted accordingly.
138,793.0
119.0
6.4
0.3
0
0
Deutsche Börse Group - Annual report 2023
129,568.8
129,568.8
119.3
138,799.5
6.1
26.8
0
32.9
0
9,078.4
0
9,078.4
0
179
Q
Executive and Supervisory Board
22.7
0
0
0.9
0
9.3
4.8
6.4
155.4
143.5
0
0
- 0.3
0
4.0
1.6
0
4.7
0
- 0.5
- 0.9
0
0
54.0
Deutsche Börse Group - Annual report 2023
PDF (A4)
The unobservable inputs can generally consist of a range of values that are
considered probable. The sensitivity analysis determines the fair values of the
financial instruments using input factors that lie at the lower or upper limit of
the possible range. The fair values of the Level 3 financial instruments would
change as follows when using these inputs:
The change in financial assets measured at FVOCI is mainly due to the
acquisition of strategic investments in the amount of €9.3 million and positive
valuation effects in the amount of €7.2 million, which were recognised in the
revaluation surplus with no effect on profit or loss. In addition to the
acquisition of fund shares in the amount of €4.7 million and convertible bonds
in the amount of €14.2 million measured at FVPL, negative valuation effects
in the amount of €16.6 million resulted. The increase in other non-current
liabilities measured at FVPL is mainly due to the first time recognition of
derivatives that were not in the money on the balance sheet date.
1) Strategic investments (FVOCI) of €39.3 million and non-current financial assets (FVPL) of €1.6 million were measured as at 31 December 2022 on the basis of available market prices and so are classified as Level 1. The
disclosures on Level 3 as at 31 December 2022 were adjusted accordingly.
Balance as at 31 Dec 2023
51.2
0
○
0
6.2
0
160.2
0
0
- 16.6
- 3.8
147.5
- 7.2
0
- 15.2
-0.3
Level 2
1.9
- 10.1
Gains/(losses) recognised in equity
Unrealised effects from currency translation recognised in equity
Changes recognised in the revaluation surplus
Unrealised capital losses recognised in profit or loss
Disposals
Additions
Balance as at 1 Jan 2022
in €m
Changes in level 3 financial instruments
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Balance as at 31 Dec 2022
Changes from business combinations
Additions
Disposals
- 3.7
25.1
153.2
8.6
0
- 7.3
1.6
Financial liabilities measured at fair
value through profit or loss
Financial assets measured at fair value
through profit or loss¹
0
139.2
Liabilities
Assets
Unrealised effects from currency translation recognised in equity
Changes recognised in the revaluation surplus
Further information
Remuneration report
Unrealised capital losses recognised in profit or loss
Realised capital gains/(losses) recognised in profit or loss
Reclassifications
Financial assets measured at fair value
through other comprehensive income¹
0.9
Level 1
31 Dec 2022
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated cash flow statement
Consolidated balance sheet
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
Strategic investments
Deutsche Börse Group - Annual report 2023
PDF (A4)
There were no transfers between levels for recurring fair value measurements
during the year under review.
Further information
The financial assets measured at fair value includes financial assets and liabil-
ities at the following three hierarchy levels:
Fair value hierarchy
Financial assets measured at fair value through other comprehensive income (FVOCI)
Strategic investments
Level 3
Level 2
Level 1
thereof attributable to:
31 Dec 2023
Fair value as at
Deutsche Börse Group - Annual report 2023
PDF (A4)
Total liabilities
Other current financial liabilities
Current financial instruments held by central counterparties
Other non-current financial liabilities
Non-current financial instruments held by central counterparties
Financial liabilities measured at fair value through profit or loss (FVPL)
Total assets
Current financial instruments held by central counterparties
Other current financial assets
Other non-current financial assets
Non-current financial instruments held by central counterparties
Financial assets measured at fair value through profit or loss (FVPL)
in €m
Fair value hierarchy
■ Level 3: Financial instruments where the fair value is determined using one
or more unobservable significant inputs. This does not apply to listed equity
instruments
■ Level 2: Financial instruments with no quoted prices for identical instru-
ments on an active market and whose fair value is determined using valua-
tion methods based on observable market parameters.
2.5
- 0.2
0
- 0.2
0
14.2
- 4.8
15.3
3.6
- 2.0
0
0
- 2.0
41.7
51.6
- 9.9
0
12.6
11.6
5.4
58.4
66.3
0
■ Level 1: Financial instruments with a quoted price for identical assets and li-
abilities in an active market.
The separate amount in the cost of hedging reserve comprises the forward
component of forward contracts. The separated costs relate to over-time
hedged items in the form of loans to Group companies. The amounts in the
reserve for cash flow hedges relating to interest rate swaps are reversed pro
rata temporis until April 2032.
93.1
87.5
5.3
- 6.0
0
- 5.4
- 0.6
0.3
222.7
- 4.5
0
3.3
- 4.8
0
0
- 4.8
42.1
36.8
5.3
- 7.8
75.2
0
147.5
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Debt securities amounting to €600.1 million expired in 2023 (2022: €471.8
million). The amount of long-term listed debt securities includes collateral with
a nominal volume of €2.0 million (2022: €5.0 million).
Amounts reported separately under liabilities as cash deposits by market par-
ticipants are restricted. Such amounts are mainly invested via bilateral or
Composition of financial liabilities at amortised cost
in €m
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Fair value as at
Further information
Current financial instruments held by central counterparties
Other current financial liabilities
Non-current financial instruments held by central counterparties
Other non-current financial liabilities
Financial liabilities measured at fair value through profit or loss (FVPL)
Total assets
Other current financial assets
Current financial instruments held by central counterparties
Trade payables
Other non-current financial assets
Financial assets measured at fair value through profit or loss (FVPL)
Financial assets measured at fair value through other comprehensive income (FVOCI)
Strategic investments
in €m
Fair value hierarchy previous year
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Non-current financial instruments held by central counterparties
thereof attributable to:
Other liabilities at amortised costs
Commercial Papers issued
7,667.6
0
7,667.6
2.3
307.6
145,590.1
17.6
0
137,904.9
0
12.0
107.5
146,005.3
31.9
137,904.9
157.9
0
20.3
0
7,667.6
0
7,667.6
178.2
0
51.1
0
0
Money market borrowings
Deposits from securities settlement business
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
177
51.2
Bonds issued
145,025.4
145,076.5
0.1
15.9
0
16.0
51.1
0
137,341.9
0
137,341.9
0
Miscellaneous financial assets
9.7
26.8
Securities and book-entry securities collateral 2.3
Total
1) The amount includes the clearing fund totalling €6,292.8 million (2022: €7,580.5 million),
2) The amount includes the clearing fund totalling €2,709.7 million (2022: €2,481.6 million),
3) The collateral value is determined on the basis of the fair value less a haircut
13 Contract balances
The Group has recognised the following assets and liabilities from contracts
with customers:
Contract balances
Cash collateral (cash deposits) 1,3
in €m
31.12.2022
non-cur-
current
Total
non-cur-
current
31.12.2023
182,104.6
122,728.5
89,036.9
Independent Auditor's Report
Remuneration report
Further information
Cash or securities held as collateral by central counterparties
As the clearing houses of the Deutsche Börse Group guarantee the settlement
of all traded contracts, they have established multi-level collateral systems.
The central pillar of the collateral systems is the determination of the overall
risk per clearing member (margin) to be covered by cash or securities collat-
eral. 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 respective default fund (for further details, see "Risk
report" section in the combined management report). Cash collateral is re-
ported in the consolidated balance sheet under “cash deposits by market par-
ticipants" and the corresponding amounts under "restricted bank balances".
Securities collateral is generally not derecognised by the clearing member
providing the collateral, as the opportunities and risks associated with the se-
curities are not transferred to the secure party. Recognition at the secure party
is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
The aggregate margin calls based on the executed transactions and default
fund requirements after haircuts was €100,990.9 million as at the reporting
date (2022: €155,339.1 million), collateral totalling €122,728.5 million
(2022: €182,104.6 million) was actually deposited.
in €m
Composition of collateral held by central counterparties
31 Dec 2023
31 Dec 2022
53,318.6
93,067.7
69,409.9
Total
the Executive Board
rent
Contract costs
Contract assets
Contract liabilities
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Executive and Supervisory Board
Responsibility statement by
Remuneration report
Further information
losses. Contract costs are presented in the consolidated statement of financial
position in the items "Other non-current assets" and "Other current assets".
Contract assets represent a legal right to consideration for software that has al-
ready been transferred to customers under subscription agreements with future
payments. The increase is due to the SimCorp acquisition. Contract assets are
presented in the consolidated statement of financial position in the items
"Other non-current assets" and "Other current assets".
Contract liabilities are generally advance payments by customers for perfor-
mance obligations that have not yet been satisfied in full. The €177.8 million
included in contract liabilities as at 31 December 2022 was recognised as rev-
enue in the financial year 2023. The increase in contract liabilities is mainly
due to changes in the basis of consolidation of €39.8 million from the
SimCorp acquisition. Contract liabilities are presented in the consolidated
statement of financial position in the items “Other non-current liabilities" and
"Other current liabilities".
The total transaction price allocated to performance obligations that have not
been satisfied in full as at 31 December 2023 for multi-year contracts that are
not invoiced on a variable basis as performance obligations are satisfied is
€1,080.2 million (2022: €179.8 million), We anticipate that €322.4 million
(2022: €58.5 million) of the transaction price will be recognised as revenue in
the next reporting period. The remaining €757.8 million will be recognised in
subsequent financial years. The significant increase is mainly due to changes
in the basis of consolidation from the SimCorp acquisition.
the Executive Board
Independent Auditor's Report
Q
182
Contract costs are “incremental costs of obtaining a contract" within the mean-
ing of IFRS 15 and include sales commissions. The Group only recognises the
costs of obtaining a contract as an asset for multi-year contracts. The recog-
nised costs are amortised in line with revenue recognition. Total amortisation
came to €7.9 million in 2023 (2022: €5.2 million) and is shown in the con-
solidated income statement under depreciation, amortisation and impairment
10.5
259.6
11.9
11.0
87.8
203.0
21.5
347.4
214.8
5.7
8.5
14.2
0
0
0
13.6
172.0
185.6
Deutsche Börse Group - Annual report 2023
PDF (A4)
rent
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Decrease
€m
21.3
14.5
12.0
- 11.0
1) A possible change in one of the significant unobservable input factors with the other input factors remaining
unchanged would have the effects shown in the table above.
The fair values of the other financial assets and liabilities not measured at fair
value were determined as follows:
Increase
€m
Offsetting financial instruments
The financial assets measured at amortised cost held by us include debt in-
struments with a fair value of €1,891.2 million (31 December 2022:
€2,157.4 million), The fair value of the debt instruments was determined by
reference to published price quotations in an active market. The securities
were allocated to level 1.
The bonds issued by us have a fair value of €6,953.4 million (31 December
2022: €3,635.3 million) and are disclosed under liabilities measured at
amortised cost. The fair value of such instruments is based on the debt instru-
ments' quoted prices. Due to insufficient market liquidity, the debt securities
were allocated to Level 2.
The financial instrument's carrying amount represents a reasonable approxi-
mation of fair value for all other positions.
Further information
in €m
Financial assets from repo transactions
Gross presentation of offset financial instruments held by central counterparties
Fair value change
Volatility (10% change)
Expected value of equity (10%
change)
Q
Executive and Supervisory Board
Combined management report
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Sensitivity analysis of the financial assets and financial liabilities allocated to Level 3 depending
on unobservable input parameters.
Change input paramter¹
Financial liabilities
Derivatives
Financial liabilities from repo transactions
Financial assets from options
Financial liabilities from options
PDF (A4)
118,074.6
- 117,511.6
27,498.0
- 27,498.0
31 Dec 2022
109,687.8
- 109,323.8
29,323.4
- 29,323.4
181
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
67,256.7
14 Other current assets
- 67,256.7
- 57,124.7
57,124.7
Deutsche Börse Group - Annual report 2023
Net amount of financial
instruments
Gross amount of financial
instruments
Gross amount of offset financial
instruments
31 Dec 2023
31 Dec 2022
31 Dec 2023 31 Dec 2022
31 Dec 2023
163,774.7
- 133,896.7
133,896.7
251,971.3
- 251,408.3
84,622.7
- 84,622.7
- 163,410.7
96,580.1
- 96,580.1
- 54,086.9
54,086.9
Composition of other current assets
in €m
Other receivables from CCP transactions (commodities)
Prepaid expenses
Contractual assets
- 1,243,643
4,887,540
As part of the acquisition of non-controlling interests, 1,243,643 own shares
were used as consideration. In addition, 129,872 own shares were sold to
employees as part of the employee participation programme (Group Share
Plan, GSP), see note 18.
Further information
185
Deutsche Börse Group - Annual report 2023
PDF (A4)
- 129,872
Q
payments
Equity investments
measured at FVOCI
Cash flow hedges
Defined benefit
obligations
Other
Total
Share-based
6,261,055
2023
Own shares as consideration
Treasury shares, end of fiscal year
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
2019). To date, the authorisation to issue convertible bonds and/or bonds
with warrants has not been exercised.
There were no further subscription rights to shares as at 31 December 2023
or 31 December 2022.
In November 2023, Deutsche Börse AG announced a share buyback program
for 2024 based on the authorisation granted by the Annual General Meeting
on 8 May 2019. In the period up to 3 May 2024 at the latest, up to
14,000,000 shares in the company are to be repurchased at a total cost of up
to €300 million (excluding incidental acquisition costs).
The development of treasury shares is shown in the following overview:
Development of treasury shares
in numbers of shares
Treasury shares, beginning of the fiscal year
Issuance under share-based payments and employee share programs
3.2
83.9
12.6
145.5
206.7
8.3
46.5
66.3
352.2
0
473.4
14.4
0
0
0
0
14.4
0
25.5
0
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
206.7
0
0
245.2
5.2
0
0
0
0
5.2
0
- 37.4
53.7
0
0
16.3
0
0
0
Combined management report
Q
7.6
30.4
1,065.4
2,343.3
The decline in other current assets results almost exclusively from the decline
in receivables from the CCP business in connection with physical commodity
deliveries on the spot markets, which were subject to high volatility at year-
end 2022. Other current liabilities also fell correspondingly, see note 20.
These receivables do not belong to the financial assets, as the claims do not
include receipts of cash or cash equivalents but are claims to physical deliver-
ies of commodities.
PDF (A4)
7.9
Deutsche Börse Group - Annual report 2023
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
183
8.5
11.0
9.2
Tax receivables (excluding income taxes)
Interest receivables on taxes
Contract costs
Crypto assets
Miscellaneous
Total
31 Dec 2023
31 Dec 2022
721.5
2,133.6
126.9
127.9
87.8
0
60.6
26.1
40.2
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
against non-cash contribu-
tions for the purpose of ac-
quiring companies, parts
of companies, interests in
companies, or other as-
sets.
Authorised share
capital |||1
19,000,000
19 May 2020 18 May 2024 n.a.
Authorised share
capital IV1
19,000,000
18 May 2022 17 May 2027 n.a.
1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the
aggregate amount of new shares issued excluding shareholders' pre-emptive rights during the term of the
authorisation (including under other authorisations) does not exceed 10 per cent of the issued share capital.
Contingent capital
By resolution of the Annual General Meeting of 8 May 2019, the Executive
Board is authorised, subject to the consent of the Supervisory Board, to issue
in the period until 7 May 2024 on one or several occasions convertible bonds
and/or warrant-linked bonds or a combination of such instruments with a total
principal amount of up to €5,000,000,000 with or without a limited term and
to grant holders or creditors of such bonds conversion or option rights, respec-
tively, to acquire new no-par value registered shares in Deutsche Börse AG
representing a notional interest in the share capital of up to €17,800,000, as
stipulated in the terms and conditions of convertible bonds or the terms and
conditions of the warrants attaching to the warrant-linked bonds.
The Executive Board is authorised, subject to the consent of the Supervisory
Board, to exclude the subscription rights of the shareholders in relation to
bonds with conversion or option rights to acquire shares in Deutsche Börse AG
in the following cases: The Executive Board is authorised, subject to the ap-
proval of the Supervisory Board, to exclude shareholders' pre-emptive rights to
bonds with conversion or option rights to shares of Deutsche Börse AG in the
following cases: (i) to avoid fractional amounts, (ii) when the issue price of a
bond is not materially below the theoretical fair value determined in accord-
ance with recognised financial techniques and the total number of shares at-
tributable to these bonds does not exceed 10 per cent of the share capital, (iii)
to grant the holders of conversion or option rights to shares of Deutsche Börse
AG subscription rights to offset any dilutive effects to the same extent as they
would be entitled to receive after exercising these rights.
The bonds may also be issued by companies based in Germany or abroad that
are affiliated with Deutsche Börse AG within the meaning of sections 15 ff. of
the Aktiengesetz (AktG, German Stock Corporation Act). Accordingly, the share
capital was contingently increased by up to €17,800,000 (contingent capital
PDF (A4)
Deutsche Börse Group - Annual report 2023
184
19 May 2020 18 May 2025 inal capital.
Executive and Supervisory Board
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 nom-
Authorised share
capital ||1
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
15 Equity
Changes in equity are presented in the consolidated statement of changes in
equity. As at 31 December 2023 the number of no-par value registered shares
of Deutsche Börse AG in issue was 190,000,000 (31 December 2022:
190,000,000).
Subject to the agreement of the Supervisory Board, the Executive Board is au-
thorised to increase the subscribed share capital by the following amounts:
Composition of contingent capital
Number shares
Date of authori-
sation by the
shareholders
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 11
19,000,000
19 May 2021
18 May 2026 n.a.
19,000,000
Deutsche Börse Group - Annual report 2023
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
190,000,000
4,887,540
185,112,460
31 Dec 2022
190,000,000
- 6,261,055
183,738,945
The proposal on the appropriation of distributable profit reflects treasury shares
held directly or indirectly by the company that do not carry dividend rights un-
der section 71b Aktiengesetz (AktG, the German Stock Corporation Act). The
number of shares carrying dividend rights can change until the Annual General
Meeting through the repurchase or sale of further treasury shares. In this case,
with a dividend of €3.80 per eligible share, an amended resolution for the ap-
propriation of distributable profit will be proposed to the Annual General Meet-
ing.
PDF (A4)
Deutsche Börse Group - Annual report 2023
187
Q
Executive and Supervisory Board
31 Dec 2023
Combined management report
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
17 Employee benefits
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
661.5
38.5
703.4
356.6
Number of shares issued as at 31 December
Number of treasury shares as at the reporting date
Number of shares outstanding as at 31 December
Remuneration report
Further information
Retained earnings
The "Retained earnings" item includes changes from defined benefit obliga-
tions after deferred taxes in the amount of €-58.7 million (2022: €-36.3 mil-
lion).
Intra-Group reorganisations within Deutsche Börse Group, which included the
sale of the investment in ISS HoldCo Inc. to ISS STOXX GmbH with the simul-
taneous participation of a non-Group investor and the contribution of the in-
vestment in Axioma Inc. to SimCorp A/S, resulted in an effect recognised di-
rectly in equity of €- 68.8 million in retained earnings as a result of transac-
tions with equity holders, as well as changes in non-controlling interests of
€ 198.8 million.
16 Shareholders' equity and appropriation of net income of
Deutsche Börse AG
The annual financial statements of the parent company Deutsche Börse AG,
prepared as at 31 December 2023 in accordance with the provisions of the
Handelsgesetzbuch (HGB, the German Commercial Code), report net profit for
the period of €2,118.4 million (2022: €875.1 million) and equity of
€5,918.8 million (2022: €4,229.9 million). In 2023, Deutsche Börse AG
distributed €661.5 million (€3.60 per share) from distributable profit for the
previous year.
Proposal on the appropriation of the unappropriated surplus
in €m
31 Dec 2023
31.12.2022
2.118.4
875.1
Appropriation to other retained earnings in the annual
financial statements
- 1,058.4
1,060.0
- 175.1
700.0
Net profit for the period
Unappropriated surplus
Proposal by the Executive Board:
Distribution of a regular dividend to the shareholders of
€3.80 per share for 185,112,460 no-par value shares carry-
ing dividend rights
Appropriation to retained earnings
No-par value shares carrying dividend rights
Number
Employee benefits consist of:
the Executive Board
Independent Auditor's Report
Provisions for pensions,
Further information
258.6
328.6
Share based pay-
ment
54.9
41.2
96.1
47.4
38.3
85.7
70.0
Bonuses
217.2
229.1
10.7
176.9
187.6
Vacation entitle-
ments, flextime and
overtime
0
54.4
12.0
401.5
324.7
76.8
PDF (A4)
Deutsche Börse Group - Annual report 2023
Composition of employee benefits
31 Dec 2023
31 Dec 2022
in €m
Non-cur-
Current
Total
rent
Non-cur-
rent
Current
Total
Provisions for pensions
48.1
0
- 0.1
48.1
12.0
0
12.0
Provisions for
employee benefits
■ provisions for all current and non-current employee benefits and
provisions for termination benefits
54.4
Responsibility statement by
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Revaluation surplus
Revaluation surplus
in Єm
Balance as at 1 Jan 2022 (gross)
Changes from share-based payments
Changes from financial instruments
Changes from currency translation
Balance as at 31 Dec 2022 (gross)
Changes from share-based payments
Changes from financial instruments
Changes from currency translation
Other changes
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Further information
Balance as at 1 Jan 2022
Reversals
0
- 24.4
0.0
0
0
- 24.4
0
- 14.6
- 18.1
Deferred taxes
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Consolidated cash flow statement
Consolidated balance sheet
- 0.1
0
0
0
0
- 47.9
0
- 47.9
0
0
52.4
0
22.7
72.1
93.1
304.3
- 0.1
492.2
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
0
Other disclosures
0
Balance as at 31 Dec 2022
Balance as at 31 Dec 2022 (net)
Balance as at 31 Dec 2023 (net)
8.3
7.5
48.2
352.2
0
416.3
22.7
34.2
67.8
220.8
304.3
428.9
PDF (A4)
Deutsche Börse Group - Annual report 2023
186
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
-0.1
0
145.5
12.6
0
- 39.0
- 18.1
0
0
- 57.1
Additions
0
1.1
- 7.3
0
0
- 6.2
Balance as at 31 Dec 2023
0
- 37.9
- 25.4
0
0
- 63.3
Balance as at 1 Jan 2022 (net)
3.2
59.5
- 32.7
0
190
38.0
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
189
Deutsche Börse Group - Annual report 2023
PDF (A4)
Other long-term benefits for employees and members of executive boards (total
disability pension, transitional payments) are also measured using the pro-
jected unit credit method. Actuarial gains and losses and past service cost are
recognised immediately and in full through profit or loss.
The actuarial gains or losses and the difference between the expected and the
actual return or loss on plan assets are recognised in other comprehensive in-
come in the revaluation surplus. They result from changes in expectations with
regard to life expectancy, pension trends, salary trends and the discount rate.
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,
S&P Global Ratings, Fitch Ratings and DBRS) 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 which is deter-
mined according to the adjusted "Global Rate: Link" methodology from the advi-
sory company Willis Towers Watson, updated in line with the current market
trend.
The fair value of the plan assets is deducted from the present value of the pen-
sion obligations, if necessary taking into account the regulations on the upper
limit of the value of plan assets in excess of the obligation (so-called asset ceil-
ing), so that the net pension obligation or the asset value from the defined
benefit plans results. Net interest expense 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.
Provisions for pensions and similar obligations are measured using the pro-
jected unit credit method on the basis of actuarial reports. Calculating the pre-
sent value requires certain actuarial assumptions (e.g. discount rate, staff turn-
over 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.
1.0
Defined benefit pension plans
Provisions for pensions
Interest
Additions
Reversal
39.0
0.9
0.1
43.1
21.9
Remuneration report
Further information
The defined benefit obligations of the companies of Deutsche Börse Group re-
late 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. The Group uses exter-
nal trust solutions to cover some of its pension obligations.
Net liability of defined benefit obligations
Other
Luxem-
bourg
Germany
90.0
100.7
3.7
0.5
96.5
232.5
169.3
2.3
9.1
157.9
- 0.2
183.3
80.8
62.8
173.8
Eligible current employees
Former employees with
vested entitlements
Pensioners or surviving
dependants
Total
Total
31 Dec 2023 31 Dec 2022
Other
Luxem-
bourg
Germany
in €m
Allocation of the present value of the defined benefit obligation to the beneficiaries
Present value of defined benefit obliga-
tions that are at least partially funded
Fair value of plan assets
Funded status
in €m
317.4
1.8
54.4
96.1
229.1
14.4
Changes in the basis of con-
solidation
42.1
17.3
38.0
85.7
187.6
Balance as at 1 Jan 2023
time
and over-
flexitime
Holiday en-
titlements,
Share
based
payments
4.2
Bonuses
in €m
Changes in provisions
The individual categories of provisions changed as follows in the financial year
2023:
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Other per- Early retire-
sonnel ment and
provisions severance
Total
31 Dec
2023
10.4
4.3
Balance as at 31 Dec 2023
0
8.1
Currency translation
0.3
0
0
0
28.2
87.0
43.5
228.6
-1.5
3.5
- 2.2
- 1.6
- 17.8
- 42.8
- 21.2
- 50.8
- 35.5
185.2
Utilisation
- 3.8
- 0.9
- 0.2
-6.6
Reclassification
- 31.1
38.0
Balance as at 31 Dec 2023 (gross)
86.8
0
0
7.2
5.1
Net liability of defined benefit obligations
Amount recognised in the balance sheet
31.9
5.1
11.1
48.1
12.0
31.9
5.1
11.1
48.1
12.0
The defined benefit plans comprise a total of 4,907 beneficiaries (2022:
4,527). The present value of defined benefit obligations can be allocated to
the beneficiaries as follows:
Essentially, the retirement benefits encompass the following retirement benefit
plans:
7.2
Executive boards of Group companies (Germany and Luxembourg)
Individual commitment plans exist for executive board members of certain
Group companies; they are based on the plan for executives described in the
second paragraph below, i.e. in each calendar year the company provides an
annual contribution to a capital component calculated in accordance with ac-
tuarial principles. 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. 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 upon 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 5 percentage points with
each reappointment, up to a maximum of 50 per cent of pensionable income.
Present value of unfunded obligations
40.9
- 539.3
- 75.7
- 67.3
- 396.3
500.7
580.2
5.1
72.4
421.0
31 Dec
2022
505.8
587.4
86.8
72.4
428.2
Total
11.1
6.9
PDF (A4)
Executive and Supervisory Board
Q
Early retirement
42.1
4.3
37.8
43.1
16.6
26.6
employment
sion of termination of
Provisions on the occa-
17.3
5.4
11.9
21.9
11.9
9.9
Other personnel pro-
visions
agreements
26.6
0
26.6
188
382.7
262.9
119.8
492.8
341.3
151.5
Total benefits to
employees
493.8
4.3
0
16.6
16.6
0
Severance agree-
ments
37.8
0
37.8
4.3
24.7
Dealing with digitalisation initiatives in the Clearstream unit
Combined management report
Report of the Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Further information
Our own examination – during a plenary meeting - of the 2023 annual finan-
cial statements, consolidated financial statements and the integrated combined
management report did not lead to any objections. We therefore approved the
result of the audit. We approved the annual financial statements prepared by
the Executive Board and the consolidated financial statements at our meeting
on 8 March 2024, in line with the Audit Committee's recommendation. As a
result, the annual financial statements of Deutsche Börse AG have been
adopted. The Audit Committee discussed the Executive Board's proposal for
the appropriation of the unappropriated surplus (Bilanzgewinn) with the Exec-
utive Board. The discussion covered company liquidity, its financial planning
and shareholders' interests. Following this discussion and its own examina-
tion, the Audit Committee concurred with the Executive Board's proposal for
the appropriation of the unappropriated surplus. After examining this our-
selves, the plenary meeting of the Supervisory Board also approved the Execu-
tive Board's proposal.
The Audit Committee discussed the financial statement documents and the re-
ports by PwC 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 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.
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Report of the Supervisory Board
The Supervisory Board
The Executive Board
The Supervisory Board
Executive and Supervisory Board
Letter from the CEO
15
Deutsche Börse Group - Annual report 2023
Technology Committee (four meetings during the reporting period)
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, based in
Frankfurt am Main, (PwC) audited the annual financial statements of Deutsche
Börse AG, the consolidated financial statements and the integrated combined
management report for the financial year ended 31 December 2023, together
with the accounting system, and issued an unqualified audit opinion. The con-
densed financial statements and interim management report contained in the
half-yearly financial report for the first six months of 2023 were reviewed by
PwC. The documents relating to the financial statements and the reports by
PwC were submitted to us for inspection and examination in good time. The
auditors responsible were Marc Billeb and Michael Rönnberg. The auditors at-
tended the relevant meetings of the Audit Committee and the meeting of the
full Supervisory Board to discuss the financial statements - in all cases, also
without the Executive Board members, they reported on the key results of their
audit. In particular, they explained the net assets, financial position and result
of operations of the company and the Group and were available to provide fur-
ther information. They had regular exchanges with the Chair of the Supervisory
Board and the Chair of the Audit as well as the Risk Committee, also outside
the meetings. The audit of the annual and consolidated financial statements
and the combined management report and non-financial declaration did not
give rise to any objections. No facts were identified in the course of the audit
that would indicate an inaccuracy in the declaration of conformity pursuant to
section 161 AktG declared by the Executive Board and Supervisory Board, for
which an obligation of the auditor to notify the Chair of the Audit Committee
had been agreed. There were also no objections raised as a result of the non-
mandatory audit of the form and content of the remuneration report. The Su-
pervisory Board discussed the services provided by PwC on a regular basis in
addition to their statutory auditing services. There were no grounds for sus-
pecting that the auditor's independence might be impaired.
Audit of the annual and consolidated financial
statements
■ The Mediation Committee is set up by law. Pursuant to section 31(3) Mit-
bestG, it submits proposals to the Supervisory Board for the appointment or
dismissal of Executive Board members when a two-thirds majority has not
been reached. The Mediation Committee only convenes as required. There
was no need for the Mediation Committee to hold a meeting during the year
under review.
Mediation Committee (no meetings during the reporting period)
■ The Chairman's Committee convenes on the initiative of the Chair of the Su-
pervisory Board; it deals with time-sensitive affairs and prepares the corre-
sponding Supervisory Board plenary meetings. There was no need for the
Chairman's Committee to hold a meeting during the year under review.
Chairman's Committee (no meeting during the reporting period)
■ Dealing with the strategic opportunities for the use of artificial intelligence in
Deutsche Börse Group
■ Dealing with the implementation of the strategic partnership with a provider
of cloud infrastructure
Follow-up on the SAP roadmap and the planned relocation to a new data
centre
area
■ Discussion of IT support for the structural and organisational changes in the
Clearstream business area, and for the growth strategy in the Eurex business
Q
■ Debate on information security, IT governance, risk management and cyber
resilience in the face of various scenarios
The Executive Board
Executive and Supervisory Board
Consolidated financial statements/notes
Remuneration report
Further information
Nomination Committee (ten meetings during the reporting period)
■ Executive Board remuneration: Target achievement of Executive Board mem-
bers; determination of the variable Executive Board remuneration for 2022;
preliminary discussion of individual target achievement by members of the
Executive Board in 2023; preparing the adoption of individual targets for
members of the Executive Board for 2024; reviewing the appropriateness of
Executive Board remuneration and the amendment of the pension agreement
with Heike Eckert
■ Personnel matters: Detailed review of the search for a successor to the CEO;
discussion of succession planning for the Executive Board and subsequent
management levels, also considering diversity and inclusion aspects; dealing
with Heike Eckert's appointment to an external board seat
■ Search and preliminary selection by the shareholder representatives of a suc-
cessor to Michael Rüdiger for the Supervisory Board seat
Dealing with the competence profile for the Supervisory Board and the suita-
bility assessment for the Executive Board and Supervisory Board, including
the qualification matrix for the Supervisory Board
■ Review and preparation of a proposal to adapt Supervisory Board remunera-
tion
■ Dealing with the training plan for the Executive Board and Supervisory Board
for 2024
■ Discussion of the results of the annual staff survey
Report by the Chair of the Supervisory Board on the corporate governance
roadshow in 2023
Risk Committee (four meetings during the reporting period)
■ Discussion about the quarterly compliance and risk management reports
Ongoing enhancements to Group-wide compliance and risk management and
the harmonisation of internal control systems
Letter from the CEO
■ Dealing with operational risks, information security and business continuity
management
■ Discussion of outstanding audit findings and plans of action to address them
in the Eurex and Clearstream business areas
■ Discussion of the determination of the risk appetite of Deutsche Börse Group
for the 2024 financial year considering the material risks of SimCorp
■ Dealing with specific risk situations, particularly concerning the geopolitical
situation and effects on Deutsche Börse Group of insolvencies and impend-
ing insolvencies by financial services providers
■ Examination of the regulation of digital assets in the USA
Dealing with the implementation of the EU General Data Protection Regula-
tion in Deutsche Börse Group
Strategy and Sustainability Committee
(three meetings during the reporting period)
■ Dealing with the voluntary public takeover of the Danish software company
SimCorp
■ Discussion and examination of the Horizon 2026 strategy, particularly the
current climate strategy
■ Discussion of the situation and strategy of Clearstream Fund Services (CFS)
PDF (A4)
Deutsche Börse Group - Annual report 2023
14
Q
▪ Dealing with risk management in the Eurex business area
Dealing with legal matters concerning Deutsche Börse Group
PDF (A4)
■Investor Relations
Treasury
There were no personnel changes in the Supervisory Board during the report-
ing period. Michael Rüdiger decided not to stand again for election to the
Supervisory Board. He will therefore leave the board when his term of office
ends at the close of the Annual General Meeting in 2024. The Supervisory
Board discussed his succession in the reporting year and will propose
Sigrid Kozmiensky for election by the Annual General Meeting in 2024.
process
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate purpose and value creation
Corporate governance statement
(disclosures based on HGB)
Takeover-related disclosures
Organisational structure
Our organisation is divided into six Executive Board areas as follows:
Leadership structure
CEO
Dr T. Weimer
■Group Strategy/Mergers &
Acquisitions/Chief of Staff
■Group Communications &
Marketing
Deutsche Börse AG
Organisational structure
Business operations and Group structure
Management
Fundamental information about the Group
About this report
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Management
The governing bodies of Deutsche Börse AG, which is a German stock corpora-
tion, are the Annual General Meeting, the Supervisory Board and the Executive
Board, each of which has its own areas of responsibility.
The Annual General Meeting rules on the appropriation of distributable profit,
appoints the shareholder representatives on the Supervisory Board and dis-
charges the Executive Board and the Supervisory Board of liability. In addition,
it rules on equity issuance and other matters governed by the Aktiengesetz
(AktG, German Stock Corporation Act).
The Supervisory Board appoints, supervises, and advises the members of the
Executive Board, and is involved directly in decisions of fundamental im-
portance to the Group. Additionally, it approves the annual financial state-
ments as well as the consolidated financial statements prepared by the Execu-
tive Board. Members of the Supervisory Board are appointed for a period of
three years, although the Annual General Meeting may determine a shorter
term of office when electing members. The composition of the Supervisory
Board is governed by the provisions of the German Co-determination Act (Mit-
bestimmungsgesetz). It is made up of eight shareholder representatives and
eight employee representatives. Further details are provided in the "Corporate
governance statement".
The Executive Board is responsible for the management of the company,
whereby the Chief Executive Officer (CEO) coordinates the activities of the Ex-
ecutive Board members. In the 2023 financial year, the Executive Board of
Deutsche Börse AG comprised six members. The remuneration system and the
remuneration paid to individual members are explained in more detail in the
"Remuneration report".
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
19
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
■ Group Regulatory Strategy
Report on expected developments
■ Group Audit
CFO
■ Chief Compliance Officer
■ HR Global Business Partner
People Strategy & Initiatives
■ HR Global Services
■ Governance & Organizational
Services
■ Derivatives & Cash Trading IT
■Clearing and Risk IT
■ Group Security
■ ISS STOXX
■ Corporate IT
■ Post Trade IT
■IT Strategy/Chief of Staff
■ IT Governance, Risk and
Transformation
Consolidated financial statements/notes
Remuneration report
Further information
PDF (A4)
Deutsche Börse Group - Annual report 2023
20
■ Chief Technology Officer
■ SimCorp Axioma
■ Clearstream Securities Services
■ Clearstream Fund Services
■Investment Management
Solutions
Dr C. Böhm
G. Pottmeyer
■Financial Accounting &
Controlling
Report of the Supervisory Board
■Chief Risk Officer
■ Purchasing & Facility
Management
■ Group Tax
Executive Board
Trading & Clearing
Dr T. Book
■Derivatives Markets Trading
■ Clearing
■Business Analytics & Strategy
FX/360T
European Energy Exchange
(EEX)
■ Market Data + Services
■ Cash Market
Pre & Post-Trading
Dr S. Leithner
Governance,
People & Culture
H. Eckert
CIO/COO
■ Group Legal
Report on opportunities
Risk report
Non-financial declaration
Non-financial declaration
680
64
Risk report
83
Report on opportunities
88
Report on expected developments
Economic situation
90
date events
16
91
Corporate governance statement
115
120
Deutsche Börse AG
(notes based on HGB)
Takeover-related disclosures
Report on post-balance sheet
Strategy and steering parameters
2N
22
No personnel changes were made with regard to the Executive Board in 2023.
Dealing with conflicts of interest
In order to rule out in advance even the impression that their personal interests
might affect their work and decisions in the Supervisory Board, all Supervisory
Board members disclose to the Chair of the Supervisory Board, without delay,
any conflict of interests, particularly those that may arise due to an advisory
function or decision-making role at customers, suppliers, lenders or other busi-
ness partners. One Supervisory Board member did not take part in discussions
or decisions on the subject of cum-ex transactions in order to avoid any poten-
tial conflict of interest. With regard to another potential conflict of interest in
view of his roles as Supervisory Board Chair of BlackRock Asset Management
Deutschland AG and Chair of the Board of Directors of BlackRock Asset Man-
agement Schweiz AG, Michael Rüdiger did not take part in discussions or de-
cisions in the Supervisory Board on the acquisition of SimCorp.
The Supervisory Board would like to thank the Executive Board and all em-
ployees for their great commitment and good work in 2023, which remained
challenging due to the ongoing geopolitical situation and its economic effects.
Frankfurt/Main, 8 March 2024
for the Supervisory Board
Ловий то
Martin Jetter
Chair of the Supervisory Board
PDF (A4)
Deutsche Börse Group - Annual report 2023
00
Combined
management report
18
Deutsche Börse:
Fundamental information about
the Group
27
44
wwwww
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse AG was established in 1992 and is a global company based
in Frankfurt/Main, Germany. It is the parent company of Deutsche Börse
Group. Altogether we have over 14,000 employees from 131 nations working
at 56 sites.
As one of the largest providers of capital market infrastructure worldwide, we
offer our clients a broad range of products and services along the value chain
of financial market transactions. Our offering ranges from portfolio manage-
ment software, analytics solutions, the ESG business and index development,
via services for trading, clearing and settling orders through to custody services
for securities and funds, and liquidity and collateral management services. We
also develop and operate the IT systems and platforms that support all these
processes. In addition to securities, our platforms are also used to trade deriva-
tives, commodities, foreign exchange and digital assets.
Our business takes place in four segments: Investment Management Solutions,
Trading & Clearing, Fund Services and Securities Services. This structure is
used for the internal Group controlling and forms the basis for our financial re-
porting. The new segment Investment Management Solutions was introduced
in the fourth quarter 2023 to reflect the growing importance of the buy-side as
a customer group for the Group. It includes the SimCorp business, as well as
the activities of ISS, STOXX and Axioma that were previously pooled in the
Data & Analytics segment.
For further details we refer to the segment reporting in the section "Results of
operations".
Deutsche Börse Group's full group of consolidated entities is set out in note 34
to the consolidated financial statements. You can find a complete list of our
trademark rights on our homepage.
PDF (A4)
Deutsche Börse Group - Annual report 2023
18
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
About this report
Business operations and Group structure
Management
Organisational structure
Corporate purpose and value creation
process
Strategy and steering parameters
Economic situation
Business operations and Group structure
Personnel matters
This combined management report covers both Deutsche Börse Group and
Deutsche Börse AG. The combined management report also includes the com-
bined non-financial declaration. It meets the requirements of HGB (German
Commercial Code) and Deutscher Rechnungslegungs Standard Nr. 20 (DRS
20, German Accounting Standard No. 20). The information about our net as-
sets, financial position and result of operations is based on the requirements of
International Financial Reporting Standards (IFRS), and if applicable, German
commercial law (HGB) and German Financial Reporting Standards (DRS). The
contents of the combined non-financial declaration are subject to PwC's audit.
Deutsche Börse Group is one of the largest providers of market infrastructure in the world. We provide our
clients with a broad spectrum of products and services along the value chain of financial market transactions.
Securities, derivatives, commodities, currencies and digital assets are traded on our platforms.
Deutsche Börse:
Fundamental information about the Group
About this report
Business operations and Group structure
Management
Organisational structure
Corporate purpose and value creation
process
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse: Fundamental information about the Group
About this report
The Supervisory Board
16
Letter from the CEO
Q
Executive and Supervisory Board
Letter from the CEO
The Executive Board
The Supervisory Board
Report of the Supervisory Board
Combined management report
Consolidated financial statements/notes
11
Remuneration report
In another strategy workshop on 21 June 2023, we looked at strengthening
the capital markets in Germany and the European Union, and in particular at
the role of Deutsche Börse Group.
A corporate governance workshop on the subject of sustainability regulations
was held on 27 September 2023. We dealt particularly with the current re-
quirements for sustainability reporting and the implementation of the Supply
Chain Due Diligence Act at Deutsche Börse Group.
In another workshop on human resources on 27 September 2023, we ex-
plored how the world of work would look in future and found out about current
and future developments on the national and global labour market for IT and
financial services.
In the ordinary meeting on 28 September 2023, the Executive Board in-
formed us about the result of the voluntary public takeover offer for SimCorp,
the further steps towards a complete acquisition of the company, its subse-
quent delisting and the planned integration steps. The Executive Board also
explained the status of the transaction steps to create an Investment Manage-
ment Solutions segment. We dealt with the effectiveness review to be carried
out in the reporting year and with the forthcoming Supervisory Board elections
in 2024. Ahead of these elections and the annual suitability review, we re-
viewed and specified the targets for the composition of the Supervisory Board
as scheduled. Finally, the Executive Board presented an overarching Group
programme to address the regulatory findings in the field of information tech-
nology.
In an IT workshop for the Supervisory Board on 7 December 2023, we dealt
extensively with the fundamentals, current developments and use cases of arti-
ficial intelligence, in order to provide a basis for the further discussions of this
topic planned for 2024.
In the ordinary meeting on 7 December 2023, we adopted the budget for
2024 and set the Executive Board targets for the 2024 financial year. The Ex-
ecutive Board informed us about the results of the annual employee survey,
the implementation status of the personnel strategy and the revisions that had
been made to the strategy for 2024. We gained an impression of the perfor-
mance of recently acquired companies and equity investments and the invest-
ments made in the context of Deutsche Börse Group's corporate venturing ac-
tivities. We discussed and adopted the results of our annual effectiveness re-
view in accordance with section D.12 of the German Corporate Governance
Code, the annual suitability assessment of the Supervisory Board and the Ex-
ecutive Board, as well as the upcoming year's training plan for the Supervisory
Board. We also adopted the declaration of conformity in accordance with sec-
tion 161 Aktiengesetz (AktG, German Stock Corporation Act) for the 2023 fi-
nancial
which can be viewed at www.deutsche-boerse.com > Investor
year,
Relations Corporate Governance > Declaration of Conformity. Furthermore,
we resolved to propose an adjustment to Supervisory Board remuneration at
the 2024 Annual General Meeting. The Executive Board informed us of the
current status concerning the Investment Management Solutions segment.
Further information
Martin Jetter, the Supervisory Board Chair, presented the agenda before each
Supervisory Board meeting and informed the Supervisory Board about current
matters. Theodor Weimer, the CEO, also informed us about the current devel-
opments affecting the company's business and significant transactions at the
start of every meeting. At the end of each meeting the Supervisory Board
members talked openly and extensively among themselves, without Executive
Board members, about the meeting itself and general topics. A similar discus-
sion also took place at the Supervisory Board meeting on 8 March 2024 in
which we approved the annual and consolidated financial statements for
2023, and which was also attended by the auditors. From 2021 onwards, the
members of the Audit Committee have had regular talks with the external audi-
tors without the Executive Board members.
Deutsche Börse Group - Annual report 2023
The ordinary meeting on 21 June 2023 was held at one of Deutsche Börse
Group international offices again for the first time since the outbreak of the
Covid-19 pandemic. At the meeting in Cork, Ireland, we examined in detail
and discussed the Horizon 2026 Group strategy devised by the Executive
Board. The Strategy and Sustainability Committee had previously discussed
the new Group strategy and the updated climate strategy in detail. The Execu-
tive Board also informed us about the status of various legal matters, including
the current status of the litigation and legal proceedings involving Clearstream
Banking S.A. in the USA and Luxembourg, and a hearing by the Hesse Ex-
change Supervisory Authority on establishing the risk management system for
the stock market operations of the Frankfurt Stock Exchange. We also dis-
cussed the investigations by the Public Prosecutor's Office in Cologne into se-
curity transactions by market participants over the dividend date (cum-ex
transactions). The Executive Board also notified us of the status of a project to
optimise internal processes.
The Executive Board
Q
Executive and Supervisory Board
Letter from the CEO
The Executive Board
The Supervisory Board
Report of the Supervisory Board
PDF (A4)
Combined management report
Remuneration report
Further information
discussion, we expressed our support for the proposed transaction steps and
the planned strategic decision to create an Investment Management Solutions
segment. We discussed the financial statements of Deutsche Börse AG for
2022, the consolidated financial statements for 2022 and the 2022 remuner-
ation report in the presence of the auditors. We approved the annual and con-
solidated financial statements for 2022 and the 2022 remuneration report,
having carried our own detailed examination, in line with the recommendation
of the Audit Committee, which had previously carried out an in-depth prepara-
tory examination of the documents. The meeting also gave us the opportunity
to discuss matters with the auditors without the presence of the Executive
Board. In addition to the Supervisory Board report for 2022, we also adopted
the agenda for the 2023 Annual General Meeting and elected Barbara Lambert
as the deputy chair of the meeting. Furthermore, we examined in detail the re-
sults of the review of the appropriateness of Executive Board remuneration that
is carried out with external support every two years, and adapted the base sal-
ary and target remuneration for the Executive Board as from 1 June 2023, as
well as the pension agreement with Heike Eckert. The Executive Board in-
formed us of the personnel situation in Deutsche Börse Group.
A strategy workshop also took place on 9 March 2023, in which the Execu-
tive Board presented the baseline for the new Group strategy, Horizon 2026,
and explained the strategy process and timetable.
In an extraordinary meeting on 25 April 2023, we approved the announce-
ment of the voluntary public takeover offer for SimCorp and the other transac-
tion steps to create an Investment Management Solutions segment.
At our ordinary meeting on 16 May 2023, we discussed the upcoming An-
nual General Meeting with the Executive Board.
Consolidated financial statements/notes
PDF (A4)
In an IT workshop on 9 March 2023, we also dealt with the topic of cyberse-
curity and had the current overall threat level explained to us from the per-
spective of the federal government.
12
■ Deutsche Börse AG's dividend and the Group's budget
■ Discussion and formal adoption of the Audit Committee's tasks for the com-
ing year
• Preparation of the Supervisory Board's resolution on the corporate govern-
ance statement in accordance with section 289f Handelsgesetzbuch (HGB,
German Commercial Code) and the declaration of conformity in accordance
with section 161 AktG
■ Examination of the control process for related-party transactions
■ Measures to close internal and external audit findings
• Management of outsourcing
■ Internal control systems: Discussion of questions relating to risk manage-
ment, compliance and capital market compliance, the internal control and
audit system; discussion of the methods and systems used and their effi-
ciency, adequacy and effectiveness; detailed discussion of the accounting-re-
lated internal control system
• Management of regulatory changes, such as the introduction of a require-
ment to provide consolidated transaction data ("consolidated tape") in the EU
▪ Dealing of material litigation and legal proceedings involving Deutsche Börse
Group
PDF (A4)
Deutsche Börse Group - Annual report 2023
13
Q
Deutsche Börse Group - Annual report 2023
Executive and Supervisory Board
■ Dealing with the financing of, and accounting for, M&A transactions
report; issuing the engagement letter for the auditor's review of the half-
yearly financial report; issuing the engagement letter for the audit of the form
and contents of the remuneration report; agreeing the external auditor's fee;
defining and discussing the focus areas of the audit; discussing non-audit
services rendered by the external auditors; evaluating the quality of the audit
and preparing the Supervisory Board's proposal to the Annual General Meet-
ing on the election of the auditor
Dealing with the tax positions of Deutsche Börse AG and other tax issues
Dealing with the ESG reporting, particularly the planned implementation of
the Corporate Sustainability Reporting Directive
■ Financial reporting: Examination of the annual financial statements of
Deutsche Börse AG and of the consolidated financial statements, including
the financial reporting process, of the integrated combined management re-
port, the remuneration report and of the half-yearly financial report and the
quarterly statements, as well as a discussion of the audit results in the pres-
ence of the auditors; preparation of the Supervisory Board decision on adopt-
ing the annual financial statements and approving the consolidated financial
statements and the Executive Board proposal for use of the appropriation of
the unappropriated surplus
Executive and Supervisory Board
Statutory auditors: Obtaining the statement of independence from the exter-
nal auditor and monitoring the external auditor's independence; issuing the
engagement letter to the external auditor for the audit of the annual and con-
solidated financial statements and the integrated combined management
Letter from the CEO
The Executive Board
Q
Report of the Supervisory Board
Combined management report
The Supervisory Board
Remuneration report
Further information
Committee work
The Supervisory Board had seven permanent committees in the reporting year.
The committees are responsible primarily for preparing the decisions to be
taken by, and topics to be discussed in, the plenary meetings. Additionally, the
Supervisory Board has delegated individual decision-making powers to the
committees, to the extent that this is legally permissible. The individual com-
mittee chairs reported in detail to the plenary meetings on the work performed
by their committees. The Chair of the Supervisory Board chairs the Nomination
Committee, the Strategy and Sustainability Committee, the Chairman's Com-
mittee and the Mediation Committee. Details on the members and duties of
the Supervisory Board committees in 2023 can be found in the "Corporate
governance statement" section of the combined management report. The com-
mittees focused on the following key issues:
Audit Committee (six meetings during the reporting period)
■ Financial topics, particularly capital management
Consolidated financial statements/notes
Tax and administration costs
Adjustments to financial assumptions
Reclassification to Held for Sale
Benefit payments
Plan participants
Employers
Effect of exchange rate differences
Contributions:
Experience adjustments
Adjustments to demographic assumptions
Balance as at 1 Jan
Remeasurements
Past service cost
Interest expense/(income)
Current service cost
29.4
23.0
- 6.1
Changes in the basis of consolidation
- 17.8
Return on plan assets, excluding amounts already recognised in interest income
Balance as at 31 Dec
0
0
35.5
0
0
6.1
2.4
- 194.0
36.9
0
- 194.0
0
36.9
0
0
0
0
0
55.1
- 10.7
55.1
10.7
0
40.8
in €m
0
2023
2022
2023
Total
Fair value of planassets
Present value of obligations
Changes in net defined benefit obligations
2.4
Further information
2022
Remuneration report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Independent Auditor's Report
1.3
2023
505.8
0
0
1.3
1.4
0.3
- 6.1
- 17.8
7.5
18.1
2022
28.0
○
0
28.0
21.4
135.5
12.0
- 533.1
- 493.8
668.6
21.4
6.1
Market risk
- 187.9
31 Dec 2022
31 Dec 2023
Expected pension payments¹)
Total
Between 5 and 10 years
Between 2 and 5 years
Between 1 and 2 years
Less than 1 year
in €m
Expected maturities of undiscounted pension payments
The weighted duration of the pension obligations as at 31 December 2023 is
12.6 years (2022: 12.7 years).
Duration and expected maturities of the pension obligations
in the form of a capital payment, there will be no inflation-linked effects once
the beneficiary reaches retirement age.
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
18.6
14.5
21.4
16.3
Combined management report
Executive and Supervisory Board
Q
196
PDF (A4)
Deutsche Börse Group - Annual report 2023
Several Deutsche Börse Group companies are member institutions of BVV Ver-
sicherungsverein des Bankgewerbes a.G., a pension insurance provider with
its registered office in Berlin. Employees and employers make regular contribu-
tions, which are used to provide guaranteed pension plans, and a potential
surplus. The contributions to be made are derived from contribution rates ap-
plied to active employees' monthly gross salaries, taking into account specific
financial thresholds. Member institutions have a subsidiary liability for the ful-
filment of BVV's agreed pension benefits. However, we consider the risk that
this liability will be invoked as remote. Given that BVV membership is gov-
erned by several Works Council Agreements, membership termination is sub-
ject to certain conditions. The notice period for termination is defined in the ar-
ticles of association of the BVV pension scheme. The employer retains a sub-
sidiary liability for the pension entitlements of every individual employee that
have vested as at the termination date. Deutsche Börse Group considers BVV
pension obligations as multi-employer defined benefit pension plans. However,
we currently lack information regarding the allocation of BVV assets to
Multi-employer plans
During the reporting period, the costs associated with defined contribution
plans amounted to €61.3 million (2022: €54.6 million).
financial position
There are defined contribution plans as part of the occupational pension sys-
tem using pension funds and similar pension institutions. In addition, contri-
butions are paid to the statutory pension insurance scheme. The level of con-
tributions is normally determined in relation to income. As a rule, no provi-
sions are recognised for defined contribution plans. The contributions paid are
reported as pension expenses in the year of payment. There are defined contri-
bution pension plans for employees in several countries. In addition, the em-
ployer pays contributions to employees' private pension funds.
Defined contribution pension plans and multi-employer plans
The expected service costs for defined benefit plans (excluding service cost for
deferred compensation) for the financial year 2023 amount to approximately
€13.3 million plus €1.2 million for the net interest expense. Defined contribu-
tion pension plans and multi-employer plans
274.2
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31
December.
343.0
173.7
219.3
69.7
83.7
Defined contribution plans
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated cash flow statement
Consolidated balance sheet
5.9 %
31.9
Cash
42.9
- 21.1
- 17.3
- 21.1
- 17.8
0
20.9
0.5
0.5
- 2.3
- 4.8
2.7
5.3
- 132.8
28.6
55.1
- 10.7
0.4
39.3
Total not listed
15.0 %
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
195
Deutsche Börse Group - Annual report 2023
PDF (A4)
Possible inflation risks that could lead to an increase in defined benefit obliga-
tions exist because some pension plans are final salary plans or the annual
capital components are directly related to salaries, i.e. a significant increase in
salaries would lead to an increase in the benefit obligation from these plans. In
Germany, however, there are no contractual arrangements with regard to infla-
tion 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 com-
pensation plan in times of rising inflation. In Luxembourg, salaries are ad-
justed 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
80.9
Inflation risk
Executive and Supervisory Board
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 risks.
Risks
As at 31 December 2023 the plan assets did not include any financial instru-
ments of the Group (2022: zero). Neither did they include any properties or
other assets used by companies in Deutsche Börse Group.
8.7 %
4.2 %
12.9 %
100.0 %
63.8
493.8
100.0 %
539.3
Total plan assets
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 liabil-
ity increases accordingly. If volatility is low, the actual return is further ex-
pected to exceed the return on corporate bonds with a good rating in the me-
dium to long term. The amount of the net obligation is also influenced in par-
ticular by changes in the discount rates. We consider the share price risk re-
sulting from derivative positions in equity index futures in the plan assets to be
appropriate. The company bases its assessment on the expectation that the
overall volume of payments from the pension plans will be manageable in the
next few years, that the total amount of the obligations will also be managea-
ble 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 dura-
tion of the pension obligation as well as the expected payments over a period
of ten years.
Q
3.2
PDF (A4)
Other disclosures
Life expectancy
Pension growth
Salary growth
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
Discount rate
Change in actuarial assumption
in €m
Sensitivity of defined benefit obligation to change in the weighted principal assumptions
comprehensive income
Consolidated income statement
Consolidated statement of
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
PDF (A4)
Deutsche Börse Group - Annual report 2023
193
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
494.2
13.6%
1.4%
448.5
1.5%
508.3
502.4
- 11.1%
393.1
- 11.1%
13.6%
Further information
568.9
Change in
%
Defined benefit
obligation in €m
Change in
%
Defined benefit
obligation in Єm
2022
2023
Effect on defined benefit obligation
Increase by 1.0 percentage point
Reduction by 1.0 percentage point
Increase by 0.5 percentage points
Reduction by 0.5 percentage points
Increase by 0.5 percentage points
Reduction by 0.5 percentage points
Increase by one year
Reduction by one year
Further information
445.1
The sensitivity analysis presented in the following considers the change in one
assumption of the main plans in Germany and Luxembourg 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 ac-
count.
Sensitivity analysis
Owing to the current very high inflation rates, pension adjustments in the next
two to three years will significantly exceed the assumed (long-term) pension
trend. This cumulative inflation (adjustment backlog) was taken into account
in the corresponding commitments through the one-off increase in pensions.
31 Dec 2022
31 Dec 2023
Actuarial assumptions
in %
Provisions for pension plans and other employee benefits are measured annu-
ally at the reporting date using actuarial techniques. The assumptions for de-
termining the actuarial obligations for the pension plans differ according to the
individual conditions in the countries concerned and are shown in the follow-
ing table:
Assumptions
Remuneration report
Independent Auditor's Report
the Executive Board
Germany
Responsibility statement by
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
192
Other disclosures
- 1.3%
Luxembourg
Luxembourg
In Germany, the “2018 G” mortality tables (generation tables) developed by
Klaus Heubeck are used. For Luxembourg, generation tables of the Institut na-
tional de la statistique et des études économiques du Grand-Duché de Luxem-
bourg are used.
3.73
3.50
Discount rate
Salary growth
1) Up to the age of 50, afterwards O per cent
2.00
2.00
2.00
2.00
Staff turnover rate¹
Germany
0
0
2.20
Pension growth
3.00
3.50
3.00
3.73
3.18
3.18
2.20
436.9
- 1.2%
509.1
30.0
430.0
5.7 %
85.0 %
458.4
Total listed
31.0
Investment funds
- 0.1
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Interest rate futures
6.1 %
87.1 %
16.7
-0.2
- 0.1
Stock index futures
1.3 %
6.9
Derivatives
8.7
Corporate bonds
82.4
92.8
ment banks
3.7
Multilateral develop-
Qualifying insurance
policies
9.1 %
Deutsche Börse Group - Annual report 2023
The defined benefit pension plan in favour of Luxembourg employees is
funded by means of cash contributions to an “association d'épargne pension"
(ASSEP) organized in accordance with Luxembourg law. The benefits consist
of a one-off capital payment, which is generally paid upon reaching the age of
65. Employees receive an annual account statement showing their current bal-
ance. The pension plan does not pay any benefits in the event of death or dis-
ability. Contributions to the ASSEP are funded in full by the participating com-
panies. The contributions are determined annually on the basis of actuarial
opinions in accordance with Luxembourg law.
Luxembourg
As part of adjustments to the remuneration systems to bring them into line
with supervisory requirements, contracts were adjusted for some executives.
For executives affected, whose contracts allowed for the inclusion of only the
income received and the variable remuneration above the upper limit of the
contribution assessment as pensionable income, the pensionable income was
determined on the basis of income received from the year 2016. This is ad-
justed annually to account for the increase of the cost of living according to the
consumer price index for Germany as issued by the Federal Statistical Office.
For executives affected whose capital components were calculated on the basis
of income received, without observing the upper limit of the contribution as-
sessment, an amount has been determined that will be reviewed annually, and
adjusted if necessary, by the Supervisory Board, taking any changes in circum-
stances in terms of income and purchasing power into account.
In the period from 1 January 2004 to 30 June 2006, 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. The participating companies
provide an amount corresponding to a specific percentage of this eligible in-
come every year. This amount is multiplied by a capitalisation factor depend-
ing 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 executives who were em-
ployed in the above period can continue to earn capital components.
1 January 2019. Under this plan, it is possible to convert portions of future re-
muneration entitlements into benefit assets of equal value which bear interest
of 6 per cent p.a. The benefits consist of a capital payment made in equal an-
nual instalments over a period of three years upon the reaching the age of 65
or at an earlier date due to disability or death.
There is an employee-funded deferred compensation plan for employees of
certain Deutsche Börse Group companies in Germany who joined prior to
Germany
Further information
49.0
Remuneration report
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
the Executive Board
Independent Auditor's Report
191
301.0
Government bonds
194
Deutsche Börse Group - Annual report 2023
PDF (A4)
In Luxembourg, the Board of Directors of the Clearstream Pension Fund is re-
sponsible for determining the investment strategy, with the aim of maximising
returns in relation to a benchmark. This benchmark is 75 per cent derived
from the return on five-year German federal government bonds and 25 per
cent from the return on the EURO STOXX 50 Index. According to the invest-
ment policy, the fund may only invest in fixed-income and variable-rate securi-
ties, as well as listed investment fund units; it may hold cash, including in the
form of money market funds.
Luxembourg
In Germany, plan assets are held by a trustee in safekeeping for individual
companies of the Group and for the beneficiaries. At the company's instruc-
tion, the trustee uses the funds transferred to acquire securities, without any
consulting by the trustee. The contributions are invested in accordance with an
investment policy, which may be amended by the companies represented in
the investment committee. 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, a value preservation mechanism is
applied; investments can be made in different asset classes.
Germany
Composition of plan assets
- 2.2%
Q
- 1.6%
2.1%
- 2.3%
489.1
2.2%
511.8
- 1.6%
492.8
1.7%
449.4
1.7%
434.9
451.2
432.3
319.0
Executive and Supervisory Board
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
400.1
78.0 %
420.5
Bonds
31 Dec 2022
31 Dec 2023
in €m
- 0.0 %
81.0 %
Combined management report
Composition of plan assets
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Further information
comprehensive income
PDF (A4)
2022
186.50
11,880
0.9
0.0
0.9
86.12
186.50
186.50
10,943
1.3
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
individual member institutions and the respective beneficiaries. Moreover, we
do not know Deutsche Börse Group's actual share in BVV's total obligations.
This plan is therefore shown in the Group's financial reporting as a defined
contribution plan. On the basis of current information published by BVV there
is no shortfall that could affect the future contributions payable by the Group.
The Deutsche Börse Group is not liable for commitments by other members of
BVV.
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX
subgroup. Participation is mandatory for all employees. Employer contributions
are calculated by ABP and adjusted, if necessary. Since the allocation of as-
sets to member institutions and beneficiaries is not possible, this pension plan
can also be presented only as a defined contribution plan.
During the reporting period, the costs associated with such designated multi-
employer plans amounted to €10.3 million (2022: €10.1 million). In 2024
we expect to make contributions to multi-employer plans amounting to around
€10.3 million.
18 Share-based payment
Share-based payments for employees, managers and Executive Board mem-
bers comprise cash-settled remuneration plans and remuneration plans settled
with equity instruments. The main remuneration plans at Deutsche Börse
Group are described below.
Stock Bonus Plan (SBP)
The SBP is open to senior executives of Deutsche Börse AG and its participat-
ing subsidiaries. It grants a long-term remuneration component in the form of
so-called SBP shares. These are generally accounted for as share-based pay-
ments for which Deutsche Börse AG has a choice of settlement in cash or eq-
uity instruments for certain tranches. Tranches due in previous years were
each settled in cash. In the reporting period, the Deutsche Börse Group estab-
lished an additional tranche of the SBP for senior executives who are not risk
takers. In order to participate in the SBP, beneficiaries must have earned a bo-
nus. The awards are settled in cash and the SBP shares are measured as
cash-settled share-based payment transactions. The cost of the options is esti-
mated using an option pricing model (fair value measurement) and recognised
in staff costs in the consolidated income statement.
The number of stock options is determined by the amount of the individual
and performance-based SBP bonus for the financial year, divided by the aver-
age 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 bo-
nus nor the stock options are paid at the time the bonus is determined. Ra-
ther, the entitlement is generally received three years after the grant date (the
"waiting period"). Within this period, beneficiaries cannot assert shareholder
rights (in particular, the rights to receive dividends and attend the Annual Gen-
eral Meeting). 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 (clos-
ing auction price of Deutsche Börse shares in electronic trading on the Frank-
furt Stock Exchange) is multiplied by the number of stock options. Stock op-
tions are settled in cash.
186.50
PDF (A4)
42.23
0.0
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated statement of
Consolidated income statement
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
198
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
1) Since the subscription rights for the 2023 tranche are only awarded in financial year 2024, the number disclosed as at the reporting date may change in financial year 2024.
2.7
1.2
3.9
39,189
0.5
0.5
Deutsche Börse Group - Annual report 2023
197
Q
31 Dec 2023
€m
31 Dec 2023
Non-current
provision at
31 Dec 2023
€
€m
€m
€
186.50
165.95
165.95
0.0
0.0
0.0
6,908
186.50
186.50
179.04
1.2
1.2
0.0
9,458
186.50
186.50
Current
provision at
obligation
Settlement
Fair value/
option at
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Average price of the exercised and forfeited share options
Evaluation of the SBP
Valuation of SBP shares
Tranche
2019
2020
2021
0.0
2023¹
Total
Balance at
31 Dec 2023
Number
Deutsche Börse
AG share price
at
31 Dec 2023
Intrinsic value/
option at
31 Dec 2023
€
To determine the fair value of the subscription rights, the intrinsic value of the
additional pro rata subscription rights is calculated, which also includes an ex-
pectation about future dividend payments.
131.70
Tranche
Average price of the
forfeited share options
0.4
587.4
505.8
- 539.3
- 493.8
48.1
12.0
For Germany, there is a past service cost of around €1.0 million resulting from
the new entitlements to the termination pension provided for members of the
Executive Board.
In the 2023 financial year, employees converted a total of €6.6 million
(2022: €5.8 million) of their variable remuneration into deferred compensa-
tion benefits.
200
Deutsche Börse Group - Annual report 2023
PDF (A4)
To determine the fair value of the subscription rights, the intrinsic value of the
additional pro rata subscription rights is calculated, which also includes an ex-
pectation about future dividend payments.
Measurement of the LSI and the RSU
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse
Group. RSU shares are settled in cash; Deutsche Börse Group thus measures
the RSU shares as cash-settled share-based payment transactions. The options
are measured using an option pricing model (fair value measurement). Any
right to payment of a stock bonus only vests after the expiration of the one-
year service period on which the plan is based, taking a three-year retention
period and a one-year waiting period into account. No RSU shares were paid
out in the reporting year.
Restricted Stock Units (RSU)
tranches for the LSI bonus, which have maturities of between one and five
years. The RSU bonus is used as a basis for another four-year tranche. Pay-
ment of each tranche is made after a waiting period of one year. Neither remu-
neration system stipulates any condition of service. Following the expiry of the
waiting period, both the LSI and the RSU shares of the 2017 tranche are
measured on the basis of the average closing price of Deutsche Börse AG
shares in the last month preceding the end of the waiting period. The LSI and
RSU shares of the 2018-2023 tranches are measured at the closing auction
price as at the first trading day in February of the year in which the holding pe-
riod ends. In the reporting year LSI shares from the tranches 2017-2021 were
disbursed with a disbursement price of €168.05 for the shares in the tranche
2017. The disbursement price for the tranches 2018-2021 was €166.35.
The difference in payout share prices is caused by the nature of the specific
terms and conditions for the respective tranches.
The number of LSI and RSU shares for the 2017 tranche is calculated by di-
viding the proportionate LSI or RSU bonus, respectively, for the year in ques-
tion by the average closing price of Deutsche Börse AG shares in the last
month of a financial year. The number of LSI and RSU shares for the 2018-
2023 tranches is based on the closing auction price of Deutsche Börse shares
as at the disbursement date of the cash component of the respective tranche
(cash bonus) in the following year or on the closing price as at the following
trading day on the Frankfurt Stock Exchange. This results in individual LSI
The LSI remuneration model requires at least half of a part of the variable re-
muneration to be settled in cash and half in phantom shares of Deutsche
Börse AG (LSI shares). All tranches will be settled in cash. A portion of the
variable remuneration is paid in the subsequent year and another portion over
a further period of three or four years. Moreover, a portion of the variable re-
muneration shall be converted into RSU, subject to a three-year retention pe-
riod after grant and a one-year waiting period (RSU shares). Deutsche Börse
Group thus measures the LSI shares as cash-settled share-based payment
transactions. The options are measured using an option pricing model (fair
value measurement). Any right to payment of a stock bonus only vests after
the expiration of the one-year service period on which the plan is based, taking
certain waiting periods into account.
Long-Term Sustainable Instrument (LSI)
Consolidated balance sheet
Consolidated cash flow statement
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instru-
ment (LSI) plan in order to provide share-based remuneration in line with reg-
ulatory requirements. This programme was extended in 2016 with the Re-
stricted Stock Units (RSU) plan. The following disclosures relate to both plans.
Long-Term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
Further information
Remuneration report
1.3
the Executive Board
Independent Auditor's Report
0.5
- 0.1
Deutsche Börse Group - Annual report 2023
2.5
2.3
- 2.6
- 2.3
- 0.1
- 16.4
- 14.7
16.4
14.7
0
0.0
- 0.7
- 0.5
0.7
0
0
- 0.5
0
0
0
0.6
0
0.6
10.2
- 8.9
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
(disposals)
tranche 2021
Additions/
Additions/
(disposals)
tranche 2020
Additions/
(disposals)
tranche 2019
31 Dec 2022
Balance at
Provisions for the SBP amounting to €3.9 million were recognised at the re-
porting date of 31 December 2023 (31 December 2022: €3.0 million). The
total expense for SBP stock options in the reporting period amounted to €2.0
million (2022: €1.5 million).
The carrying amount of the provision for the SBP results from the measure-
ment of the number of SBP stock options at the fair value of the closing auc-
tion price of Deutsche Börse shares in electronic trading at the Frankfurt Stock
Exchange at the reporting date and its proportionate recognition over the wait-
ing period.
tranches 2020 to 2022 were paid to former employees as part of severance
payments in the year under review.
Total
To other senior executives
Change in number of SBP shares allocated
The stock options from the 2019 SBP tranche were exercised in the reporting
period following the expiration of the waiting period. Shares of the SBP
n.a.
59.93
167.50
155.20
112.83
174.89
102.93
165.95
2022
2021
2020
2019
€
Additions/
(disposals)
tranche 2022
Additions/
(disposals)
tranche 2023
Fully settled
cash options
Options
forfeited
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
199
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
39,189
39,189
- 942
Average price of the
exercised share
options
€
- 6,614
- 331
73
-942
-6,614
11,880
- 331
73
75
75
172
172
34,876
34,876
Balance at
31 Dec 2023
11,880
1.3
64.9
210
Investment Management
8.12
8.14
1,494.4
1,724.0
9.35
9.34
183,985,520
184,589,068
183,618,782
183,738,945
183,630,715
354,805
290,191
183,738,945
185,112,460
184,298,877
2023
Deutsche Börse divides its business into four segments: This structure is used
for the internal Group controlling and forms the basis for the financial report-
ing. Detailed disclosures on the segment structure, which form part of these
consolidated financial statements, can be found under the heading "Business
operations and Group structure" in the section “Deutsche Börse: Fundamental
information about the Group" in the combined management report.
23 Segment reporting
2022
Further information
Trading & Clearing
Fund Services
Securities Services
Group
- 383.2
581.1
Operating costs (€m)
1,122.9
2023
2022
2023
1,510.7
Net revenue (€m)
2022
375.9
2022
2,187.1
2023
2,262.8
651.7
863.2
2022
2023
Solutions
2023
439.9
Segment reporting
Earnings per share (diluted) (€)
Net profit for the period attributable to Deutsche Börse AG
shareholders (€m)
Under IAS 33, earnings per share are calculated by dividing the net profit for
the period attributable to Deutsche Börse AG shareholders (net income) by the
weighted average number of shares outstanding.
22 Earnings per share
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
Other and exchange rate differences
Balance as at 31 Dec 2023
Additions from leases
Disposals from leases
In order to determine diluted earnings per share, potentially dilutive ordinary
shares that may be acquired under the share-based payment programmes are
added to the average number of shares.
0
- 3.9
0
3.9
3.3
1.5
7,096.2
469.3
0
- 914.6
In order to determine diluted earnings per share, all subscription rights for
which a cash settlement has not been determined are assumed to be settled
with equity instruments – regardless of actual accounting in accordance with
IFRS 2.
As part of the employee incentive programmes at Institutional Shareholder Ser-
vices Inc. as well as SimCorp A/S there are ongoing option rights, which had a
small dilutive effect.
Number of shares outstanding at beginning of period
Number of shares outstanding at end of period
Weighted average number of shares outstanding
Number of potentially dilutive ordinary shares
Weighted average number of shares used to compute diluted
earnings per share
Calculation of earnings per share (basic and diluted)
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
All tranches of the Long-Term Sustainability Instrument (LSI) for which a
choice between settlement in cash or equity instruments exists were settled in
the year 2021. All current and future tranches may only be settled in cash.
There are therefore no potentially dilutive ordinary shares from the Long-Term
Sustainability Instrument.
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
209
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Other and exchange rate differences
Balance as at 31 Dec 2022
- 876.3
- 171.5
34.4
159.1
115.6
35.1
44.4
Capital expenditure¹ (€m)
159.8
180.9
1,196.2
1,183.6
157.8
147.6
EBIT (Єm)
- 44.0
- 45.8
38.1
- 78.5
1,013.7
69.5
-73.3
656.2
91.2
Deutsche Börse Group - Annual report 2023
PDF (A4)
1) Excluding investments from business combinations
11,078
2,170.0
323.5
- 355.6
- 418.5
2,525.8
263.9
14,502
- 134.6
2,163
1,162
1,369
3,918
4,171
3,835
6,628
Employees (as at 31 December)
2,334
- 165.8
- 103.7
- 128.4
- 2.2
- 5.7
- 0.6
- 3.4
20.0
1.2
- 7.0
- 14.0
-6.1
thereof result of the equity method measurement of
entities
Result from financial investments
- 1,822.2
2022
4,337.6
5,076.6
2,118.3
- 391.2
- 412.8
EBITDA (€m)
- 209.8
10.2
EBITDA margin (%)
Depreciation, amortization and impairment losses
(€m)
6.8
2,525.6
58
58
3.6
2,944.3
729.5
65
- 2.7
-6.6
1,092.2
72
0
203.8
54
61
- 0.6
- 4.6
10.1
1,330.8
14.8
1,349.4
60
0
261.5
40
276.0
32
226.7
52
Earnings per share (basic) (€)
- 21.9
0
154.75
154.75
186.50
4,698
€
€m
€m
0.7
€
31 Dec 2023
€m
31 Dec 2023
Current
provision as at
Settlement
obligation
option as at
Fair value/
Non-current
provision as at
31 Dec 2023
Intrinsic value/
option as at
31 Dec 2023
€
0.7
35,867
186.50
186.50
49,503
0.0
17.4
17.4
196.26
0.0
196.26
88,637
0.0
6.5
6.5
182.30
182.30
186.50
186.50
159.00
Deutsche Börse
AG share price
as at
31 Dec 2023
Total
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
n.a.
n.a.
n.a.
n.a.
n.a.
comprehensive income
n.a.
n.a.
170.39 142.65-152.89
170.39
n.a. 157.36-162.71
150.0
175.0
150.0
150.0
150.0
%
n.a.
Balance as at
31 Dec 2023
Number
Consolidated balance sheet
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
2023¹
2022¹
20211
2020
2019
2018
2017
Consolidated cash flow statement
Tranche
Valuation parameters for PSP shares
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Valuation of PSP shares
8.1
0.0
8.1
(disposals)
Tranche 2019
(disposals)
Tranche 2018
Balance at
31 Dec 2023
Fully settled
Additions/
(disposals)
Tranche 2023
Additions/
Additions/
Additions/
(disposals)
Tranche 2020
1) Active and former members of the Executive Board
Balance at
To other senior executives
Total
To the Executive Board¹
Change in number of PSP shares allocated
Further information
Remuneration report
Independent Auditor's Report
31 Dec 2022
the Executive Board
Additions/
(disposals)
Tranche 2021
cash options
Board member
Granted PSP-tranche 2023 for Board members
The PSP tranche 2023 was awarded at the beginning of the 2023 financial
year. The relevant allocation price for the PSP tranche 2023 was €168.05.
The performance period for the PSP tranche 2023 ends on 31 December
2027. The individual target amounts, the allocation price, the number of
phantom performance shares awarded and the fair value as at 31 December
2023 are shown for the individual Executive Board members below:
Granting of PSP-tranche 2023 for Executive Board members
256,388
59,357
315,745
- 25,533
- 119,576
- 94,043
Additions/
(disposals)
Tranche 2022
31,346
9,967
41,313
- 1,110
- 1,110
3
234
- 486
- 252
183
907
77,360
395,484
724
318,124
- 1,024
- 1,021
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
186.50
41,313
0.0
0.0
2.8
58.72
186.50
186.50
186.50
0.0
0.0
4.0
82.23
186.50
186.50
48,362
47,365
32.56
1.4
0.0
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
203
Deutsche Börse Group - Annual report 2023
PDF (A4)
reporting period amounted to €11.3 million (2022: €17.0 million). Of that
amount, an expense of €8.3 million was attributable to members of the Execu-
tive Board (2022: €13.1 million).
Provisions for the PSP amounting to €32.7 million were recognised at the re-
porting date of 31 December 2023 (31 December 2022: €47.0 million). Of
these provisions, €27.7 million were attributable to members of the Executive
Board (2022: €22.8 million). The total expense for PSP options in the
1) Since the 2021-2023 tranches are treated as being equity-settled, no provisions have been recognised for them. The above figures also include the shares of the members of the Executive Board.
8.1
24.7
40.8
315,745
0.0
ESG-Target Achievement
150.0
%
Growth rate Earnings per Share
27,902
5.1
0.8
5.9
186.50 172.57-186.50
186.50
32,408
186.50
6.3
7.3
186.50 182.93-186.50
186.50
39,764
€
Non-current
provision as at
31 Dec 2023
€m
€m
1.0
€
186.50 169.23-186.50
0.6
9.5
7.1
2.9
10.0
186.50 162.79-186.50
186.50 162.79-186.50
186.50
54,654
5.0
186.50
5.4
0.7
6.0
186.50 165.97-186.50
186.50
34,062
4.4
56,662
€
31 Dec 2023
€m
Notes to the consolidated financial statements
2022
Consolidated statement of changes in equity
2021
Consolidated cash flow statement
2020
2019
2023
2018
Valuation of LSI and RSU shares
Consolidated balance sheet
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Tranche
Notes on the consolidated income statement
Total
Notes on the consolidated statement of
financial position
31 Dec 2023
sion as at
gation
Current provi-
Settlement obli-
Fair value/
option as at
option as at
31 Dec 2023
Intrinsic value/
Deutsche Börse
AG share price
as at
31 Dec 2023
31 Dec 2023
Number
Balance as at
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
0.0
Investment
Target
€
9.5
43.6
Tranche
Tranche
2021
Tranche
2022
Tranche
2023
Q
202
Deutsche Börse Group - Annual report 2023
2020
PDF (A4)
Measurement of the PSP
The payout amount is calculated by multiplying the final number of perfor-
mance shares with the average share price of Deutsche Börse AG's shares
(Xetra closing price) in the last calendar month preceding the performance pe-
riod, plus the total of dividend payments made during the performance period
based on the final number of performance shares. In the reporting year shares
from the 2018 PSP tranche were disbursed at a price of €182.30. Until the
2021 tranche, servicing and treatment will be in accordance with the cash
settlement rules. Settlement is in cash and with the exception of the 2021-
2023 tranches the transaction is measured and recognised as cash-settled
share-based remuneration. Because of their specific contractual conditions the
2021-2023 tranches are treated as a settlement with equity instruments.
compared with the total shareholder return of the STOXX Europe 600 Finan-
cials Index as the peer group; and secondly, on the increase of Deutsche Börse
AG's net profit for the period attributable to shareholders of the parent com-
pany. The two performance factors contribute 50 per cent each to calculate
overall target achievement. For the 2021 and 2022 tranches the overall target
achievement depends on the performance against three different metrics over
the performance period. The total shareholder return (TSR) for the Deutsche
Börse AG share compared with the total shareholder return for the STOXX Eu-
rope 600 Financials Index accounts for 50 per cent. The annual growth rate
for adjusted earnings per share over the performance period accounts for a fur-
ther 25 per cent. The remaining 25 per cent are calculated by reference to
performance against four equally weighted ESG targets.
The final number of Performance Shares was calculated by multiplying the
original number of Performance Shares with the level of overall target achieve-
ment. The PSP level of overall target achievement was based on two perfor-
mance factors during the performance period: firstly, on the relative perfor-
mance of the total shareholder return (TSR) on Deutsche Börse AG's shares
The 100 per cent stock bonus target was calculated in euros for each Execu-
tive Board member. The 100 per cent stock bonus target for selected execu-
tives and employees of Deutsche Börse AG and participating subsidiaries is de-
fined by the responsible decision-making bodies. Based on the PSP 100 per
cent stock bonus target, the corresponding number of phantom shares for each
beneficiary was calculated by dividing the stock bonus target by the average
share price (Xetra closing price) of Deutsche Börse AG's shares in the last cal-
endar month preceding the performance period. Any right to payment of a PSP
stock bonus vested only at the end of a five-year performance period.
The PSP was launched in financial year 2016 for members of the Executive
Board of Deutsche Börse AG as well as selected senior executives and employ-
ees of Deutsche Börse AG and of participating subsidiaries. The number of
phantom PSP shares to be allocated is calculated based on the number of
shares granted and the increase of net profit for the period attributable to
Deutsche Börse AG shareholders, as well as 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 constit-
uents. The shares are subject to a performance period of five years. The subse-
quent payment of the stock bonus will be settled in cash.
Performance Share Plan (PSP)
To determine the fair value of the subscription rights, the intrinsic value of the
additional pro rata subscription rights is calculated, which also includes an ex-
pectation about future dividend payments.
Performance Share Plan (PSP)
Tranche
2019
Tranche
n.a.
n.a.
%
Deutsche Börse AG shareholders
Net profit for the period attributable to
31 Dec 2021
235.0
31 Dec 2022
250.0
Tranche
2018
31 Dec 2023
155.0
31 Dec 2025
100.0
31 Dec 2026
100.0
31 Dec 2027
100.0
%
Relative total shareholder return
Term to
2017
31 Dec 2024
100.0
Further information
Remuneration report
Independent Auditor's Report
Additions/
(Disposals)
Additions/
(Disposals)
Tranche 2021
Additions/
(Disposals)
Tranche 2020
Additions/
(Disposals)
Tranche 2019
Deutsche Börse Group - Annual report 2023
PDF (A4)
219,609
Tranche 2022
219,609
Balance at
31 Dec 2022
Total
To other senior executives
Change in number of LSI and RSU shares allocated
Provisions amounting to €43.6 million were recognised as at 31 December
2023 (31 December 2022: €34.1 million). The total expense for LSI/RSU
stock options in the reporting period amounted to €13.9 million (31 December
2022: €11.3 million).
37.7
5.9
Additions/
(Disposals)
Tranche 2018
Additions/
Tranche 2023
Fully settled
cash options
Balance at
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
201
245,452
245,452
- 26,638
- 26,638
54,654
54,654
- 2,173
- 2,173
31 Dec 2023
245,452
Grant share
price
€
Granted Perfor-
mance Shares
Number
Fair value/
option as at
31 Dec 2023
in Єm
Composition of other non-cash income
21 Notes on the consolidated cash flow statement
Other disclosures
Remuneration report
Independent Auditor's Report
the Executive Board
Subsequent measurement of non-derivative financial
instruments
Responsibility statement by
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
Other disclosures
207
Subsequent measurement of derivatives
Reconciliation to cash and cash equivalents
364.0
18,874.6
93,538.3
1,275.6
563.0
- 1,657.7
less financial instruments with an original maturity exceed-
ing 3 months
2022
2023
Equity method measurement
18,046.2
Current financial instruments measured at amortised cost
Net position of financial instruments held by central counter-
parties
Other cash and bank balances
Restricted bank balances.
31 Dec 2022¹
31 Dec 2023
in €m
53,669.4
1,655.1
Deutsche Börse Group - Annual report 2023
PDF (A4)
The decline in other current liabilities results primarily from the decline in lia-
bilities from CCP business. These liabilities are not part of the financial liabili-
ties because the obligation does not consist of payment of cash but in physical
delivery of commodities.
3.4
3.2
Liabilities to supervisory bodies
- 1.3
0
0
0
13.6
31.8
0
33.8
Balance as at 31 Dec 2023
Interest
0
Currency translation
15.2
7.4
Social security liabilities
51.4
0
0
0
Miscellaneous
Provisions are recognised when we have a present obligation as a result of a
past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. The amount of the provision corre-
sponds to the best possible estimate of the outflow of resources required to ful-
fil the obligation as at the balance sheet date.
Further information
- 0.7
009310
O
- 1.3
0.1
- 1.0
Reversal
Utilisation
2,402.3
1,064.8
Total
73.7
18.6
3.6
17.5
- 2,485.4
11.1
- 17,177.6
200.2
0
- 741.0
- 75.9
479.3
801.0
486.7
3,636.7
5.1
Commercial
papers
Bonds
issued
Additions from leases
Disposals from leases
Cash flow from financing activities
Acquisition from business combinations
Balance as at 1 Jan 2022
in €m
Changes in liabilities arising from financing activities
Remuneration report
Leasing
liabilities
Independent Auditor's Report
0
69.2
0
34.9
0
3.4
- 83.6
60.0
481.5
0
4,123.4
2,968.8
0
14.8
7.5
0
- 18.4
0
0
Cash flow from financing activities
Acquisition from business combinations
the Executive Board
Responsibility statement by
Other disclosures
1) Previous year adjusted, see note 3.
17.4
104.8
108.0
Total
- 85.7
Current liabilities from cash deposits by market participants
Cash and cash equivalents
- 13.0
1,258.0
0
30.4
7.5
less financial instruments with an original maturity exceed-
ing 3 months
Current financial liabilities measured at amortised cost
14.7
- 14.0
55.4
Gains on the disposal of subsidiaries and equity investments
Contract assets and liabilities
- 53,401.3
2,955.2
1,514.2
- 93,283.2
2,111.6
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
208
Deutsche Börse Group - Annual report 2023
PDF (A4)
by market participants – as well as receivables and liabilities from banking
business with an original maturity of three months or less.
-
that these do not result from reinvesting current liabilities from cash deposits
Cash and cash equivalents comprise cash and bank balances - to the extent
Reconciliation to cash and cash equivalents
Further information
- 17,686.6
37.2
10.7
17.0
ISS Employee Incentive Programme (EIP)
The value of the virtual shares is determined using a Monte Carlo simulation
on the respective balance sheet date, which appropriately reflects the contract-
specific conditions. The underlying simulations depend on the underlying from
which the payment is linked to the beneficiaries of the MIP. The enterprise
value of the former Qontigo Group serves as the underlying. On the basis of
the simulations carried out, a discounted average payment of the contractually
agreed payment flows to the respective participants is calculated. The main
valuation parameters include the enterprise value and the expected volatility of
the former Qontigo Group as well as the expected term and the contract-spe-
cific payment profile. A pro rata addition of expenses over the vesting period is
conducted in accordance with the criteria for a non-forfeiture of the pro-
gramme.
Valuation
An employee incentive programme was set up in the course of the acquisition
for the senior management of the former Qontigo sub-group (index and
analytics business of the Deutsche Börse Group). It grants a long-term remu-
neration component in the form of virtual shares in the former Qontigo sub-
group. These are generally accounted for as sharebased payments. The remu-
neration payable to the beneficiaries is intended to reflect the economic devel-
opment of the former Qontigo sub-group. The MIP contains a time-based and
a performance-based component. The vesting period is three years, and under
certain circumstances can be exercised early. It began when the transaction
was completed. Due to a potential payout with cash by Group Deutsche Börse,
the MIP is accounted for under the principles of a cash-settlement.
Qontigo Management Incentive Programme (MIP)
Other material remuneration programmes in the context
of acquisitions
Further information
An employee incentive programme has been set up for selected managers at
ISS, which enables a long-term remuneration component in the form of virtual
shares in ISS. The programme is accounted for as share-based payments. The
amounts awarded to the beneficiaries are intended to reflect the economic de-
velopment of ISS. The EIP contains a time-based and a performance-based
component. The programme will be settled in the first quarter 2024 with
shares in Deutsche Börse AG and is accounted for according to the rules for
equity settlement.
Remuneration report
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
the Executive Board
Independent Auditor's Report
Executive and Supervisory Board
Valuation
ISS STOXX Employee Incentive Programme
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
The value of the virtual shares was calculated at the date of allocation to the
beneficiaries, using a Black-Scholes model with contract-specific inputs. The
main valuation parameters included the enterprise value and the expected vol-
atility of ISS, as well as the expected term and the contract-specific payment
profile. In line with the vesting criteria, the value of the award is recognised as
an expense over the vesting period.
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Executive and Supervisory Board
Q
205
Deutsche Börse Group - Annual report 2023
PDF (A4)
The vesting period is three years, and under certain circumstances can be ex-
ercised early. Grants to the programme beneficiaries were made in late 2023
and early 2024. Since the main contractual conditions were agreed with the
beneficiaries in 2023 and the employees had already started their work,
Deutsche Börse Group started recognising the corresponding expenses in Q3
2023.
An employee incentive programme with market-standards conditions was set
up for the senior management of the ISS STOXX sub-group. It grants a long-
term remuneration component in the form of virtual shares and a virtual divi-
dend right for the ISS STOXX sub-group. The programme enables the benefi-
ciaries to participate in long-term valuation increases, so the accounting princi-
ples for share-based remuneration apply.
Combined management report
Q
204
Deutsche Börse Group - Annual report 2023
Heike Eckert
131,380
3,228
168.05
542,334
Thomas Book
142,417
542,334
3,499
588,000
330,614
8,123
168.05
1,365,000
Theodor Weimer
Christoph Böhm
€
168.05
168.05
3,228
131,380
PDF (A4)
The expense of this discount is recognised in the income statement at the
grant date. In the reporting period, expenses totalling €7.4 million (2022:
€6.3 million) were recognised in staff costs for the GSP.
Employees of Deutsche Börse Group who are not members of the Executive
Board or managing directors of Deutsche Börse Group companies have the op-
portunity to acquire shares of Deutsche Börse AG at a discount under the
Group Share Plan (GSP). Under the GSP tranche for the year 2023, the partic-
ipating employees could subscribe for up to 50 shares of the Company at a
discount of 40 per cent and another 50 shares at a discount of 10 per cent.
The acquired shares are subject to a lock-up period of two years.
Group Share Plan (GSP)
1,020,625
4,213,668
Total
142,417
3,499
168.05
588,000
Gregor Pottmeyer
142,417
3,499
168.05
588,000
Stephan Leithner
Remuneration report
8.8
Further information
Valuation
Other liabilities from CCP transactions (commodities)
Contract liability
2.3
1.2
34.4
8.3
46.3
5.7
721.5
84.5
31 Dec 2022
31 Dec 2023
in €m
losses
Composition of other current liabilities
Miscella-
neous
Antici-
pated
Balance as at 1 Jan 2023
Other tax
provision
202.9
0
Additions
13.7
20.0
Liabilities to employees
- 15.1
- 10.1
6.0
1.9
22.4
2.0
- 1.3
- 61.5
54.9
69.9
Tax liabilities (excluding income taxes)
0
Prepaid income
turing
plan
Restruc-
Interest on
taxes
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
206
Deutsche Börse Group - Annual report 2023
Consolidated balance sheet
Consolidated cash flow statement
PDF (A4)
Valuation
of the incentive programme in agreement with the Executive Board of SimCorp
on condition that any such changes and/or adjustments do not reduce the
overall value of the restricted stock units.
Deutsche Börse Group has the option of changing and/or adjusting the terms
The vesting period is five years from the award date. The first allocations were
made to the beneficiaries before Deutsche Börse Group acquired control of
SimCorp.
Employee incentive programmes with market-standards conditions were set up
for the senior management and employees of SimCorp, which are settled in
cash. They pay a long-term remuneration component in the form of restricted
stock units (RSU) with contingent claims during the vesting period. The pro-
gramme enables the beneficiaries to participate in long-term valuation in-
creases, so the accounting principles for share-based remuneration apply.
SimCorp Employee Incentive Programme
The value of the virtual shares is calculated at the date of allocation to the
beneficiaries, using a Black-Scholes model with contract-specific inputs. The
main valuation parameters include the enterprise value and the expected vola-
tility of ISS STOXX, as well as the expected term. A pro rata addition of ex-
penses over the vesting period is conducted in accordance with the criteria for
a non-forfeiture of the programme. The value of the virtual dividend right is
measured at each reporting date using current market parameters.
The value of the restricted stock units was adjusted on the basis of the trans-
action price reflecting the value of SimCorp at the time of the takeover by
Deutsche Börse Group. In line with the vesting criteria, the value of the award
is recognised as an expense over the vesting period.
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
2,133.5
172.0
20 Other current liabilities
A provision is only recognised for restructuring when a detailed, formal restruc-
turing plan has been adopted and those concerned have been given the rea-
sonable impression that the restructuring measures will be implemented. This
can be by starting to implement the plan or by announcing its key elements to
those concerned.
C
60
Reclassification
consolidation
Changes in the basis of
€m
Changes in other provisions
The individual categories of provisions changed as follows in the financial year
2023:
Other provisions
19 Changes in other provisions
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Deutsche Börse Group has a unilateral option to settle the virtual shares with
equity, so they are accounted for in accordance with the rules for equity settle-
ment. The virtual dividend right is settled in cash, so this component is ac-
counted for in accordance with the rules on cash settlement.
Clearstream Banking S.A. entered into foreign-exchange forwards in 2023 to
hedge part of the risk from the result of treasury activities in banking and simi-
lar business in US$. In addition, the Group uses foreign exchange derivatives
to hedge foreign exchange risks in connection with internal cash pooling and
loans.
To eliminate foreign-exchange risks we use financial instruments to hedge ex-
isting or highly probable forecast transactions. The Group may use foreign-ex-
change forwards, foreign-exchange options as well as cross-currency swaps to
hedge the exposure to foreign-exchange risk. Under the Group's policy, the
critical terms of forwards and options must align with the hedged items.
3,552.5
due
in €m
Not more than
30 days past
Not more than
60 days past
due
Not more than
90 days past
due
Not more than
120 days past
due
Not more than
360 days past
due
More than 360
days past due
Insolvent
Total
0%
Further information
0%
0.4%
2.3%
99.8%
100%
97.2
0
22.6
0
7.9
0
4.7
0
13.7
5.3
0.3
5.3
2.7
2.7
0.4%
154.0
8.3
Remuneration report
the Executive Board
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the eli-
gible securities received to their central banks in order to make use of the cen-
tral banks' monetary policy instruments.
Neither Clearstream Banking S.A nor Eurex Clearing AG had pledged securities
to central banks as at 31 December 2023 (2022: Clearstream Banking S.A
€451.3 million and Eurex Clearing AG €0.0 million).
In addition, Clearstream Banking S.A., Clearstream Banking Frankfurt AG and
Eurex Clearing AG used forex swaps in the context of their cash investments.
Loans for settling securities transactions
Clearstream grants customers intraday technical overdraft facilities to maximise
settlement efficiency. Lending takes place on a secured basis and the individ-
ual borrowing participants must provide full collateral for their credit limits in
line with the EU regulation. These credit limits can be revoked at the discre-
tion of the Clearstream sub-group. As at 31 December 2023 they came to a
total of €175.3 billion. €7.1 billion of the total is unsecured and only relates
to credit lines granted in special exceptional cases to selected central banks
and multilateral development banks, partly on the basis of the borrower's
credit rating and partly on a zero-risk weighting according to Regulation (EU)
No. 575/2013 (CRR) and after approval by the Executive Board of the Clear-
stream sub-group.
Actual outstandings at the end of each business day generally represent a
small fraction of the facilities and amounted to €392.7 million as at 31
December 2023 (2022: €131.6 million). 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.
In addition, Clearstream guarantees the risks arising from the Automated Secu-
rities Fails Financing programme that it offers its clients, in which Clearstream
Banking S.A. acts as an intermediary between the lender and the borrower.
This risk is covered by pledged collateral on the borrower's account. As at
31 December 2023 the outstanding guarantees under this programme
amounted to €521.7 million (2022: €1,385.2 million). The securities
pledged in connection with these loans amounted to €550.7 million (2022:
€1,731.5 million).
Trade receivables
Independent Auditor's Report
The maximum credit risk for the item trade receivables is €1,840.5 million as
at 31 December 2023 (2022: €2,295.7 million). 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. Trade receivables are analysed using an expected credit
loss model based on the simplified approach as outlined in IFRS 9. To meas-
ure the expected credit loss, trade receivables and contract assets have been
grouped based on the days past due. The trade receivables share the main risk
characteristics. The expected loss amount has been determined by applying
the lifetime expected loss approach. The expected loss rates are based on the
payment profiles over a period of five years and the loss profile experienced
over that period.
Deutsche Börse Group - Annual report 2023
213
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
PDF (A4)
Expected loss rate
Trade receivables
Loss allowance
■ Insolvency proceedings have not resulted in any payment for a period of
three years, and there is no indication that any amount will be received going
forward.
In the reporting year, as in the previous year there were no significant write-
offs due to customer defaults (2022: nil).
Contract assets
The maximum credit risk for the item contract assets was €375.5 million as at
31 December 2023 (2022: nil). Impairments of €3.0 million were recognised
on contract assets as at 31 December 2023. No contract assets were recog-
nised as at 31 December 2022. Contract assets relate to rights to considera-
tion from customers for software licences under subscription agreements with
future payments, if this right depends on future performance by us. Contract
assets from contracts with customers are measured at amortised cost less ex-
pected credit losses. Contract assets come within the scope of the IFRS 9 im-
pairment testing rules. The simplified approach is used and the expected credit
loss over the entire term is estimated.
PDF (A4)
Deutsche Börse Group - Annual report 2023
214
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Insolvency proceedings are not started for want of assets.
Consolidated cash flow statement
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Debt securities
The maximum credit risk for the item debt securities was €1,975.7 million as
at 31 December 2023 (2022: €2,305.3 million). All debt securities are con-
sidered to have low default risk and the loss allowance recognised during the
period was therefore limited to twelve months' expected losses. The Group
considers listed bonds to have a low credit risk if they have an investment
grade credit rating from an external rating agency.
Development of the loss allowance
Development of the loss allowance
in €m
Debt securities
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Trade receivables are written off when there is no reasonable expectation of re-
covery. The following criteria are used for the assessment of derecognition:
137.9
6.3
2.4
Loss allowances for trade receivables as at 31 December 2022
in €m
Expected loss rate
Trade receivables
Loss allowance
Not more than
30 days past
due
Not more than
60 days past
due
Not more than
90 days past
due
Not more than
120 days past
due
Not more than
360 days past
due
More than 360
days past due
Insolvent
Total
0.0%
0.0%
0.2%
0.9%
2.1%
92.7
0
14.8
0
8.9
0
2.8
0
12.5
98.5%
3.8
100%
2.4
0.3
3.6
Responsibility statement by
Trade
receivables
Other disclosures
Consolidated balance sheet
Consolidated cash flow statement
Non-financial
non-current assets 3, 4
2023
2022
2023
2022
2023
2022
2023
2022
2,715.6
1,466.9
719.7
2,543.2
211.7
1,315.0
Group
25.2
4,478.8
4,396.2
6,655
5,702
5,376.9
1,367.9
3,514
1,984
640.3
27.0
32.8
320.6
290.0
281.1
8.7
0
Consolidation of internal net revenue
Asia-Pacific
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Total of all regions
The net revenue includes revenue generated through external parties as well as
through intercompany transactions. The effect of intercompany revenue is
eliminated (in net revenue) at Group level, however, as the revenue generated
within the Group by a segment has the same revenue-reducing effect in the re-
spective segment. For an overview of intercompany revenue see note 4. Ser-
vices between segments are offset on the basis of measured amounts or fixed
prices.
Information on geographical regions
Sales revenue¹
The risks and returns from the activities of the subsidiaries operating within
the economic environment of the European Monetary Union (EMU) do not dif-
fer significantly from each other on the basis of the factors to be considered in
identifying information on geographical regions under IFRS 8. We have there-
fore identified the following regions: Euro area, other Europe, America and
Asia-Pacific.
Sales revenue is allocated to the individual regions according to the customer's
domicile, while investments and non-current assets are allocated according to
the company's domicile and employees according to their location.
As described above, the analysis of sales is based on the direct customer's bill-
ing address. This means e.g. that sales to an American investor trading a prod-
uct with an Asian underlying via a European clearing member are classified as
European sales.
Investments²
Number of employees
Further information
PDF (A4)
in €m
Euro zone
Rest of Europe
America
Our business model - and that of all our segments - is focused on an interna-
tionally operating participant base and pricing does not differ depending on the
customer's location. From a price, margin and risk perspective, this means it
does not matter whether sales revenue is generated from German or interna-
tional participants.
5,222.8
4,788.5
263.9
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
24 Financial risk management
Detailed qualitative disclosures on financial instruments in line with IFRS
7.33, which form part of these consolidated financial statements, such as the
type and extent of the risks arising from the financial instruments, as well as
the objectives, strategies and processes of managing the risks, can be found
under the headings "Risk management approach”, “Organisational structure
and reporting lines for risk management" and "Centrally coordinated risk man-
agement process” in the "Risk report" section of the combined management
report.
Financial risks mainly arise in the form of credit risks and to a lesser extent in
the form of market price risks. They are quantified by reference to the eco-
nomic capital concept (for detailed disclosures, see the section "Financial
risk"). Required economic capital is assessed on a 99.9 per cent confidence
level for a one-year holding period. It is compared with the Group's liable eq-
uity capital so as to test the Group's ability to absorb extreme and unexpected
losses. Required economic capital (REC) for financial risk is calculated at the
end of each month and amounted to €600.0 million as at 31 December
2023.
We evaluate our risk position continuously. In the view of the Executive Board,
no threat to the continued existence of the Group can be identified at this time.
Credit risk
Credit risks at DBG arise from trade receivables and contract assets, fixed in-
come securities held at amortised cost, receivables from money market busi-
ness, including reverse repos, overdraft facilities from the securities settlement
business, receivables from the CCP business, cash and other bank balances.
Further credit risks exist for fund interests and convertible bonds at fair value
Consolidated balance sheet
Consolidated cash flow statement
through profit or loss, for financial instruments of the central counterparties
and derivative financial investments. Fundamentally and unless otherwise
stated, the maximum risk exposure is the carrying amount shown in the con-
solidated statement of financial position.
Clearstream receives cash deposits from its customers in various currencies,
whereby Eurex Clearing AG receives cash collateral, mainly in EUR and CHF,
and European Commodity Clearing AG mainly in EUR. These units invest the
funds received in accordance with the treasury policy, which gives rise to a po-
tential credit risk.
We mitigate such risks either – to the extent possible - by investing short-term
funds on a secured basis, e.g. via reverse repurchase agreements, or by de-
positing them with central banks.
Eligible collateral for reverse repurchase agreements mainly consists of highly
liquid financial instruments with a minimum rating of AA- (Standard &
Poor's/Fitch) or Aa3 (Moody's) issued or guaranteed by governments or supra-
national institutions.
Counterparty credit risk is monitored on the basis of an internal rating system.
Unsecured cash investments are permitted only with counterparties with in-
vestment grade ratings within the framework of defined counterparty credit
limits. An investment grade rating in this context means an internal rating of at
least D, which corresponds to an external Fitch rating of at least BBB.
The carrying amount of reverse repurchase agreements as at 31 December
2023 was €9,424.2 million (2022: €6,805.2 million) and is shown in the
items "Restricted bank balances" and "Financial assets measured at amortised
cost". The fair value of securities received as collateral under reverse repur-
chase agreements was €9,614.5 million (2022: €7,144.9 million).
PDF (A4)
Deutsche Börse Group - Annual report 2023
212
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Cash investments
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
0.9
323.5
3,307.3
35.7
13,198.7
1,552
1,273
36.1
2,781
2,119
9,352.7
14,502
11,078
- 89.6
5,133.2
- 96.2
4,692.3
0
263.9
0
323.5
0
0
0
13,198.7
9,352.7
14,502
11,078
1) Including countries in which more than 10 per cent of sales revenue was generated: Germany (2023: €1,084.0 million; 2022: €1,054.6 million), United Kingdom (2023: €916.2 million; 2022: €883.3 million) and United
States (2023: €654.0 million; 2022: €582.3 million).
2) Excluding goodwill and right-of-use assets from leasing.
3) Including countries in which more than 10 per cent of assets are held: Denmark (2023: €3,989.7 million; 2022: €0.2 million), Germany (2023: €3,787.9 million; 2022: €3,701.1 million), United States (2023: €3,306.0
million; 2022: €3,552.5 million) and Switzerland (2023: €1,357.6 million; 2022: €1,334.6 million).
4) These include intangible assets, property, plant and equipment as well as investments in associates and joint ventures.
Deutsche Börse Group - Annual report 2023
211
Q
Executive and Supervisory Board
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Trade Loans from the
receivables
Loss allowances for trade receivables as at 31 December 2023
settlement
0.8
4.3
Decrease in the allow-
ance recognised
in profit or loss during
the period
0.0
0.1
- 1.7
- 1.8
Closing loss allowance
as at 31 December
2023
3.3
0.4
7.6
2.3
11.0
Deutsche Börse Group - Annual report 2023
PDF (A4)
1) Loss allowances for loans from the securities settlement business were reported as part of trade payables
in previous years. This resulted in a reclassification to the item "Other financial assets measured at
amortised cost" in the amount of € 1.5 million.
215
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
0.8
0.1
0.1
the period
Executive and Supervisory Board
Q
218
PDF (A4)
Deutsche Börse Group - Annual report 2023
in profit or loss during
the period
0.1
- 0.5
- 2.6
- 0.2
- 3.4
Closing loss allowance
as at 31 December
2022
0.4
0.3
6.0
1.5
8.2
Increase from business
combinations
0
0.4
0
0.4
Increase in the allow-
ance recognised
in profit or loss during
Consolidated balance sheet
Consolidated cash flow statement
Combined management report
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Responsibility statement by
Interest-rate-sensitive assets include the Group's money market and invest-
ment portfolios, while interest rate sensitive liabilities mainly consist of short-
term debt instruments. Interest rate risk from long-term liabilities of Deutsche
Börse AG is mitigated through issuance of fixed-coupon bonds.
In line with our risk strategy, we may use financial instruments to hedge exist-
ing or highly probable interest rate exposures. For this purpose, interest rate
swaps, as well as swaptions, might be used. Our treasury policy requires the
critical parameters of the hedging instruments to match the hedged items.
Deutsche Börse Group issued three fixed rate bonds with a total nominal value
of €3 billion in 2023 in connection with the takeover of SimCorp. To hedge
the long-term financing against unexpected interest rate increases, three for-
ward starting deal contingent interest rate swaps with a nominal value of
€2 billion were taken out in May 2023. These swaps were dissolved when the
fixed interest bonds were issued in September 2023. Cash flow hedge
accounting was applied to this hedging. Details of Deutsche Börse Group's
outstanding bonds can be found in the “Financial position" section of the
combined management report.
Cash received as deposits from market participants is invested mainly via
short-term reverse repos and in the form of overnight deposits at central banks,
limiting the risk of a negative impact due to a changed interest rate environ-
ment. Negative interest rates resulting from reinvestments of these cash depos-
its are passed on to the respective Clearstream customers after applying an ad-
ditional margin. For Eurex Clearing AG, interest rates on cash collateral are in
principle calculated based on a predefined market benchmark rate per cur-
rency after deducting an additional spread per currency. In exceptional cases
such as market disruption, Eurex Clearing AG reserves the right to calculate in-
terest rates on cash collateral based on the recognised interest rate.
Group entities may furthermore invest their own capital and part of customer
cash balances in high-quality liquid bonds.
The risk from interest-bearing assets and liabilities is monitored every business
day and systematically limited. The system consists of a combined limit metric
(CLM) that covers both liquidity and interest rate risk. The interest rate risk
limits determine the acceptable maximum loss caused by a hypothetical ad-
verse yield curve shift.
In this way, the cash flow risk arising from potential interest rate changes was
hedged. Cash flow hedge accounting was applied to this hedging.
PDF (A4)
Deutsche Börse Group - Annual report 2023
217
Q
Executive and Supervisory Board
Combined management report
Changes in market interest rates may affect Deutsche Börse Group's net in-
come for the period attributable to Deutsche Börse AG shareholders. This risk
arises whenever interest terms of financial assets and liabilities are different.
Consolidated financial statements/notes
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Foreign-exchange rate risk
Measuring and managing foreign-exchange risk is important for reducing our
exposure to exchange rate movements. The three main types of foreign-ex-
change risk that we are exposed to are cash flow-, translation- and transac-
tion-related foreign-exchange risk. Cash flow risk reflects the risk of fluctua-
tions in the present value of future operating cash flows from foreign-exchange
movements. Translation risk comprises effects from the valuation to our assets
and liabilities in foreign currencies. Finally, transaction risk is closely related to
cash flow risk; it may arise through changes in the structure of asset and lia-
bilities in foreign currencies.
We operate internationally and are, to a limited extent, exposed to foreign-ex-
change risk, primarily in US$, Fr., £ and Kč. Exchange rate fluctuations may
affect our profit margins and the value of assets and liabilities denominated in
a currency that is not the functional currency of the relevant Group entity. The
respective currency risks arise mainly from operating income and expenses de-
nominated in a currency other than the functional currency, partly from that
portion of the Clearstream segment's sales revenue and net interest income
from treasury activities in banking and similar business that is directly or indi-
rectly in US$.
Currency mismatches are avoided to the maximum extent possible. All types of
foreign exchange risk are measured regularly and monitored at Group level.
Limits are set for the cash flow and currency translation risks that affect our
gains and losses. Deutsche Börse Group's treasury policy defines risk limits
which take into account historic foreign-exchange rate fluctuations. Any expo-
sure exceeding those limits must be hedged. Foreign-exchange exposures be-
low the defined limits may also be hedged. Management of foreign-exchange
risks is in principle based on the Group level. Hedging may take place on a
single entity level if foreign-exchange risk threatens the viability of the single
entity.
Consolidated income statement
Consolidated statement of
Interest rate risk
In the 2023 financial year, no impairment losses (2022: €1.0 million) were
recognised in profit or loss for entities accounted for using the equity method
that are not included in the VaR for market risk.
The economic capital required for market price risks (based on the Value at
Risk (VAR) with a confidence level of 99.9 per cent) is calculated at the end of
each month. As of 31 December 2023 the economic capital for market price
risks was €143.0 million (2022: €114.0 million).
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Financial instruments of the central counterparties
The maximum credit risk for financial instruments of the central counterparties
as at 31 December 2023 was €100,991.0 million (2022: €155,339.2 mil-
lion) and is based on the net value of all margin requirements for transactions
closed on the reporting date and collateral for the default fund. This amount
represents the risk-based view of Eurex Clearing AG and European Commodity
Clearing AG, while the carrying amount of the "financial instruments held by
central counterparties" item in the balance sheet shows the gross amount of
the open trades according to IAS 32. To safeguard the Group's central counter-
parties 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 securi-
ties on a daily basis or an intraday basis in the amount stipulated by the re-
spective clearing house. The amount of collateral deposited for the financial in-
struments of the central counterparties was €122,728.0 million as at 31 De-
cember 2023 (2022: €182,104.6 million). This amount represents the collat-
eral value of cash and securities collateral deposited for margins, covering the
net value of all margin and default fund requirements
Additional security mechanisms of the Group's central counterparties are de-
scribed in detail in the section "Risk report".
Credit risk concentrations
Our business model and the resulting business relationships mean that credit
risk is concentrated in the financial services sector. Credit limits for counter-
parties prevent any excessive concentration of credit risks on individual coun-
terparties. Concentrations of collateral are also monitored.
Management of credit risk concentration, including collateral concentration,
and so-called large exposures, is conducted in compliance with applicable reg-
ulatory requirements such as those arising from, among others, articles 387-
410 of Regulation (EU) 575/2013 (Capital Requirements Regulation, CRR),
article 47 paragraph 8 of Regulation (EU) 648/2012 (European Market Infra-
structure Regulation, EMIR) and respectively applicable national requirements
(see also the disclosures on capital management under the heading “Regula-
tory capital requirements and regulatory capital ratios" in the Risk manage-
ment section of the combined management report). Requirements of concen-
tration risks arising from Regulation (EU) 909/2014 (Central Securities Depos-
itory Regulation, CSDR) have been implemented as part of Deutsche Börse
Group's affiliated CSD recognised in under article 16 CSDR.
The required economic capital (based on the so-called “Value at Risk" (VAR)
with a confidence level of 99.9 per cent) for credit risk is calculated monthly
for each day and amounted to €457.0 million as at 31 December 2023
(2022: €430.0 million).
We also apply additional methods in order to detect credit concentration risks.
We analyse the impact of a default by our two largest counterparties with un-
secured commitments and stressed recovery parameters. In addition, analyses
are carried out for the Group's top 5 and top 10 counterparties, based on the
risk-weighted commitments of the individual counterparties. All the concentra-
tion metrics have dedicated early warning thresholds and limits and are part of
the quarterly risk reporting to the Executive Board. As in the previous year, no
material adverse credit concentrations were detected in 2023.
Deutsche Börse Group - Annual report 2023
PDF (A4)
216
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
securities
Market risk
Market risk arises from changes in interest rates, foreign-exchange rates and
other market prices. Deutsche Börse Group is generally only affected to a lim-
ited extent by market risk.
Other disclosures
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Further information
Consolidated balance sheet
Consolidated cash flow statement
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
219
Remuneration report
Deutsche Börse Group - Annual report 2023
2) Including committed foreign exchange swap lines and committed repo lines.
1) €500.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream
Banking S.A.'s €750.0 million working capital credit line.
Clearstream Banking AG
0.0
266.3
DKK
1.7
1.9
US$
Working capital
Settlement
SimCorp A/S
Axioma Inc.
140.0
PDF (A4)
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. As at 31 December 2023 this guarantee came to US$ 3.0 bil-
lion (2022: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guar-
antee in favour of Clearstream Banking S.A. amounting to US$ 3.0 billion
(2022: US$3.0 billion).
A commercial paper programme offers Deutsche Börse AG and subsidiaries an
opportunity for flexible, short-term financing, involving a total facility of
€3.5 billion in various currencies. We had issued commercial paper with a
nominal volume of €1,142.1 million as at 31 December (2022: €566.0 mil-
lion)
comprehensive income
business¹
Stage 1
Stage 1/2
Stage 3
Stage 3
Total
Closing loss allowance
as at 1 January 2022
Increase from business
combinations
0.4
0.8
7.9
1.7
10.8
о
- 0.1
- 0.1
Increase in the allow-
ance recognised
0.1
0
0.7
0.8
Decrease in the allow-
ance recognised
PDF (A4)
Deutsche Börse Group - Annual report 2023
220
Further information
In 2023, after the successful acquisition of SimCorp, Standard & Poor's down-
graded Deutsche Börse AG's long-term issuer credit rating to AA-. Deutsche
Börse AG's commercial paper programme also had the highest short-term rat-
ing of A-1+. The AA rating of Clearstream Banking S.A. was confirmed with a
stable outlook by the rating agencies Fitch and S&P Global Ratings (S&P) in
2023. S&P also rated Clearstream Banking AG as AA in November 2023. For
further details on the rating of Deutsche Börse Group, see section "Financial
position" section in the combined management report.
140.0
€
in profit or loss during
the period
AG
Fr.
Settlement
900.0
900.0
€
600.0
600.0
€
Working capital¹)
Settlement
m
m
Dec 2022
Amount at 31
Currency Amount at 31
Dec 2023
Purpose of credit
line
Deutsche Börse AG
Eurex Clearing AG
Company
Contractually agreed credit lines
For us, liquidity risk may arise from potential difficulties in renewing maturing
financing, such as commercial paper, issued bonds as well as bilateral and
syndicated credit facilities. Financing arrangements required for unexpected
events may also result in a liquidity risk. Most of our cash investments are
short-term to ensure that liquidity is available, should such a financing need
arise. Both Eurex Clearing AG and Clearstream can invest stable customer
credit balances in secured money market products (for up to one year for Eu-
rex Clearing and six months for Clearstream) or in investment grade securities
with a remaining term to maturity of less than five years for Eurex Clearing and
Clearstream, subject to strict monitoring of mismatching and interest rate lim-
its. Term investments can be transacted via reverse repurchase agreements
against highly liquid collateral. For refinancing purposes, Eurex Clearing AG
and Clearstream Banking S.A. can pledge eligible securities with their respec-
tive central banks. In terms of the maturities of the cash spreads received from
customers and its corresponding investments, Eurex Clearing is almost per-
fectly matched.
Liquidity risk
Market risk also arises from investments in bonds, investments in funds and
futures within the framework of contractual trust arrangements (CTAS) and
from the Clearstream Pension Fund in Luxembourg. For the CTAs, the invest-
ment is protected by a predefined floor, which reduces the risk of extreme
losses for Deutsche Börse Group. In addition, there are equity price risks aris-
ing from strategic equity investments.
Other market risks
Further information
Remuneration report
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
Settlement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
200.0
200.0
The companies of Deutsche Börse Group have the following credit lines at
their disposal, which were not recognised as of the balance sheet date.
200.0
22.0
22.0
€
European Energy Exchange AG Working capital
European Commodity Clearing
200.0
€
Settlement
350.0
0
£
3,200.0
2,950.0
US$
Settlement²)
4,225.0
US$
300.0
300.0
Clearstream Banking S.A.
Settlement²)
€
750.0
Working capital¹)
Settlement²)
€
4,375.0
750.0
Settlement²)
■ “Ofisi” plaintiffs group: On 26 August 2020, plaintiffs filed a complaint in the
U.S. against Clearstream Banking S.A. and other parties. Besides the request
for turnover of certain assets that Clearstream Banking S.A. holds as a custo-
dian in Luxembourg, the complaint also asserts direct damage claims against
Clearstream Banking S.A. and other defendants in the amount of up to ap-
prox. USD 8.7 billion (plus punitive damages and interest).
■ "Levin" plaintiffs group: On 26 December 2018, plaintiffs filed a complaint
in the U.S. against Clearstream Banking S.A. and other parties. Besides the
request for turnover of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg, the complaint also asserted direct damage
claims against Clearstream Banking S.A. and other defendants in the amount
of up to approx. USD 29 million (plus punitive damages and interest). The
plaintiffs withdrew their complaint effective as of 24 April 2023.
"Heiser" plaintiffs group: On 4 December 2019, plaintiffs from a previous
case filed a new complaint in the U.S. against Clearstream Banking S.A. tar-
geting turnover of certain assets that Clearstream Banking S.A. holds as a
custodian in Luxembourg.
224
■ On 24 November 2020, plaintiffs from the abovementioned Havlish case
also sued Clearstream Banking S.A. and other parties in Luxembourg. The
complaint, among others, asserts direct damage claims against Clearstream
Banking S.A. and other defendants in the amount of up to approx.
USD 5.5 billion (plus interest).
■ "Acosta/Beer/Greenbaum/Kirschenbaum” plaintiffs group: On 28 February
2022, plaintiffs filed new complaints in the U.S. against Clearstream Bank-
ing S.A. targeting turnover of certain assets that Clearstream Banking S.A.
holds as a custodian in Luxembourg.
In connection with assets concerning Bank Markazi, Bank Markazi on 17 Jan-
uary 2018 filed a complaint in Luxembourg court naming Clearstream Banking
S.A. and Banca UBAE S.p.A. as defendants. The complaint primarily seeks the
restitution of assets totalling approximately USD 4.9 billion (plus interest),
which the complaint alleges are held on accounts of Banca UBAE S.p.A. and
Bank Markazi with Clearstream Banking S.A. Alternatively, Bank Markazi
seeks damages in the same amount.
PDF (A4)
■ "Havlish" plaintiffs group: On 14 October 2016, plaintiffs filed a complaint
in the U.S. against Clearstream Banking S.A. and other parties. Besides the
request for turnover of certain assets that Clearstream Banking S.A. holds as
a custodian in Luxembourg, the complaint also asserted direct damage
claims against Clearstream Banking S.A. and other defendants in the amount
of up to approx. USD 6.6 billion (plus punitive damages and interest). On 12
October 2020, an amended complaint was filed in this case, which added
further plaintiffs and which in turn asserted additional damages of approx.
USD 3.3 billion (plus punitive damages and interest) against Clearstream
Banking S.A. and the other defendants.
Deutsche Börse Group - Annual report 2023
The companies of Deutsche Börse Group are exposed to litigation. Such litiga-
tion may result in payments by entities in 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 obli-
gation if such amount is reasonably estimable. The management of the entity
affected must assess whether the possible obligation results from a past event,
as well as evaluate the probability of a cash outflow and estimate its amount.
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
■ "Peterson II" plaintiffs group: On 30 December 2013, plaintiffs filed a com-
plaint in the U.S. against Clearstream Banking S.A. and other parties seeking
turnover of certain assets that Clearstream Banking S.A. holds as a custodian
in Luxembourg and that are attributed to Bank Markazi. The proceedings
since then had advanced to the U.S. Supreme Court but were then re-
manded to the district court. On 22 March 2023, the district court awarded
judgement to the plaintiffs for turnover of approximately USD 1.7 billion that
are attributed to Bank Markazi and held in custody at Clearstream Banking
S.A. in Luxembourg in a client account. Clearstream Banking S.A. appealed
against the decision.
Responsibility statement by
the Executive Board
Independent Auditor's Report
Q
Further information
223
Independent Auditor's Report
We recognise provisions for possible losses only if there is a present obligation
arising from a past event that is likely to result in an outflow of resources and
if the Group can reliably estimate the amount of the obligation (see also note
19). Contingent liabilities may result from present obligations and from possi-
ble obligations arising from events in the past. In order to identify the litigation
for which the possibility of a loss is more than unlikely, as well as how the
possible loss is estimated, Deutsche Börse Group considers a large number 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 the
Group, prior settlement talks (to the extent that they have already taken place)
as well as expert opinions and evaluations of legal advisers.
Remuneration report
Losses also may arise from legal risks which are not highly probable, so that
no provisions have been recognised. If the event is not completely improbable,
the legal risks may have to be recognised as contingent liabilities. As neither
the timing of these contingent liabilities nor the amount of any payment can be
estimated reliably, any quantitative disclosure would not be a useful guide to
possible future losses. For this reason, no figure is shown for contingent liabili-
ties.
The main legal disputes that have been classified as contingent liabilities as at
31 December 2023 and for which consequently no provisions have been rec-
ognised as at 31 December 2023 are described below.
Litigation involving Clearstream Banking S.A. in connection with the Central
Bank of Iran
Clearstream Banking S.A. is involved in different legal proceedings in Luxem-
bourg and the U.S. in connection with the Iranian central bank, Bank Markazi.
On the one hand of this, different plaintiffs groups - each of which have ob-
tained U.S. judgements against Iran and/or Bank Markazi - are seeking turno-
ver of assets that Clearstream Banking S.A. is holding as custodian in Luxem-
bourg and that are attributed to Bank Markazi. Several of these plaintiffs
groups also raise direct claims for damages against Clearstream Banking S.A.
On the other hand, Bank Markazi is suing, among others, Clearstream Banking
S.A. in Luxembourg in connection with assets that currently or in the past
were held by Clearstream Banking S.A. as custodian.
On the basis of a binding and enforceable U.S. judgement in 2013, assets in
an amount of approx. USD 1.9 billion were already turned over to a plaintiffs
group in a U.S. proceeding ("Peterson I") to which Bank Markazi also was a
party. Currently, the following proceedings that were initiated by the men-
tioned plaintiffs groups and that primarily target assets attributed to Bank
Markazi are ongoing:
PDF (A4)
Deutsche Börse Group - Annual report 2023
Remuneration report
Q
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Legal risks
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Executive and Supervisory Board
Further information
In September 2017, Clearstream Banking AG and Clearstream Banking S.A.
were made aware that the Public Prosecutor's Office in Cologne had initiated
proceedings for tax evasion against an employee of Clearstream Banking AG
for his alleged involvement in the settlement of transactions of market partici-
pants over the dividend date (cum/ex transactions). On 22 January 2018, the
Public Prosecutor's Office in Cologne addressed to Clearstream Banking AG a
notification of hearing Clearstream Banking AG and Clearstream Banking S.A.
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream
Banking S.A. in Luxembourg court. This complaint is a recourse action related
to the abovementioned complaint filed by Bank Markazi against Clearstream
Banking S.A. and Banca UBAE S.p.A. and asks that Banca UBAE S.p.A. be
indemnified and held harmless by Clearstream Banking S.A. in the event that
Banca UBAE S.p.A. loses the legal dispute brought by Bank Markazi and is or-
dered by the court to pay damages to Bank Markazi.
The Executive board is not currently aware of any significant change in the
Group's risk situation.
Proceedings
On 2 April 2014, Clearstream Banking S.A. was informed that the United
States Attorney for the Southern District of New York has opened a grand jury
investigation against Clearstream Banking S.A. due to Clearstream Banking
S.A.'s conduct with respect to Iran and other countries subject to U.S. sanction
laws. Clearstream Banking S.A. is cooperating with the U.S. attorney.
as potential secondary participants. Starting on 27 August 2019, together with
other supporting authorities, the Public Prosecutor's Office in Cologne con-
ducted searches of the offices of Clearstream Banking AG, Clearstream Bank-
ing S.A., as well as other Deutsche Börse Group companies and sites. In the
course of these measures, Deutsche Börse Group entities were made aware
that the Public Prosecutor's Office in Cologne has extended the group of sus-
pects to include current and former employees as well as executive board
members of Deutsche Börse Group companies. In 2020 and again in 2022,
Deutsche Börse Group became aware of further extensions of the group of sus-
pects. Due to the still early stage of the proceedings, it is still not possible to
predict timing, scope or consequences of a potential decision. The companies
concerned are cooperating with the competent authorities. They do not expect
that they could be successfully held liable.
Tax risks
Due to its business activities in various countries, Deutsche Börse Group is ex-
posed to tax risks. A process has been developed to recognise and evaluate
these risks, which are initially recognised based on their probability of occur-
rence. These risks are then measured on the basis of their expected value. A
tax liability is recognised in the event that it is more probable than not that the
risks will occur. We continuously review whether the conditions for recognising
corresponding tax liabilities are met.
PDF (A4)
Deutsche Börse Group - Annual report 2023
226
In the context of sanctions imposed on Russia, Clearstream Banking S.A. has
frozen assets of customers in Luxembourg in accordance with applicable law.
A number of lawsuits have been brought against Clearstream Banking S.A. in
Russian courts targeting turnover or restitution of frozen assets. The total value
claimed from Clearstream Banking S.A. in these proceedings amounts to ap-
proximately €74 million. It cannot be ruled out that further lawsuits concern-
ing frozen assets may be filed, which could also include recourses against as-
sets held by Clearstream Banking S.A. in Russia or elsewhere.
Q
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
25 Financial liabilities and other risks
Responsibility statement by
Other disclosures
Executive and Supervisory Board
In another proceeding, on 30 April 2021, a Luxembourg first instance court at
the request of Bank Markazi issued a declaratory judgement against Clear-
stream Banking S.A. in connection with, amongst others, the abovementioned
Peterson II proceedings pending in the U.S. The first instance decision of 30
April 2021 subjects the transfer of assets attributed to Bank Markazi based on
a U.S. decision to the requirement of prior judicial recognition in Luxembourg,
violation of which is punishable by a fine of €10 million per violation. Clear-
stream Banking S.A. has filed an appeal against the decision.
As informed by the competent court on 28 March 2023, the lawsuit served on
Clearstream Banking AG on 24 January 2022 naming Clearstream Banking
AG and two other parties as jointly and severally liable defendants for damages
in the amount of around €216 million (plus interest) and for a declaration of
the defendants' liability for future damages, was withdrawn by the plaintiff.
Remuneration report
Independent of whether Clearstream Banking S.A. should be required to turn
over assets attributed to Bank Markazi in the U.S., the Executive Board of
Clearstream Banking S.A. does not think that claims for damages raised
against Clearstream Banking S.A. in Luxembourg or in the U.S. will be suc-
cessful. Based on this, as of 31 December 2023 and unchanged from the pre-
vious year, no provisions were made in connection with the aforementioned
matters.
Further litigations and proceedings
Litigations
Starting on 16 July 2010, the insolvency administrators of Fairfield Sentry Ltd.
And Fairfield Sigma Ltd., two funds domiciled on the British Virgin Islands,
filed complaints in the U.S. Bankruptcy Court for the Southern District of New
York, asserting claims against more than 300 financial institutions for restitu-
tion of amounts paid to investors in the funds for redemption of units prior to
December 2008. On 14 January 2011, the funds insolvency administrators
filed litigation against Clearstream Banking S.A. for the restitution of US$13.5
million in payments made for redemption of fund units, which the funds made
to investors via the settlement system of Clearstream Banking S.A. The pro-
ceedings, which were suspended for several years, are ongoing.
A buyer of an MBB Clean Energy AG (MBB) bond, which is held in custody by
Clearstream Banking AG and was listed on the Frankfurt Stock Exchange, filed
a lawsuit at a Dutch court concerning claims for damages in the amount of
€33 million against Clearstream Banking AG, Deutsche Börse AG and other
parties. The lawsuit was dismissed at first instance in October 2020; the
plaintiff filed an appeal against the judgement.
On 23 July 2021, Clearstream Banking AG was served with a lawsuit that Air
Berlin PLC i.L. had announced by way of an ad hoc announcement on 25
June 2021. The insolvency administrator in connection with the assets of Air
Berlin PLC i.L. claims the payment of approximately €497.8 million from
Clearstream Banking AG as personally liable partner of Air Berlin PLC i.L. due
to Brexit, and seeks declaratory relief that Clearstream Banking AG is liable for
all debts which have not already been approved to the insolvency table in the
course of the insolvency proceedings concerning the assets of Air Berlin PLC.
PDF (A4)
Deutsche Börse Group - Annual report 2023
225
Further information
Q
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Executive and Supervisory Board
Further information
financial position
the Executive Board
Independent Auditor's Report
€m
Maturity analysis of financial instruments (1)
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Sight
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
37,670.2
10,489.9
8,350.5
728.0
Consolidated balance sheet
0
Not more than
Contractual maturity
the Executive Board
7,484.0
- 1,389.1
5,048.8
198.1
186.2
0
3,667.1
149.9
7.4
3 months
Non-current financial liabilities at fair value through profit or loss
Non-derivative financial liabilities
31 Dec 2023
Carrying amount
amount
Reconcili-
ation to carrying
Over 5 years
5 years
More than 1 year
but not more than
More than 3
months but not
more than 1 year
Non-current financial liabilities measured at amortised cost
thereof lease liabilities
- 81,772.6
- 37,670.2
- 10,489.9
- 365.6
- 98.4
- 177.9
- 31.9
000
0000
138,647.2
- 139,011.2
PDF (A4)
0
Deutsche Börse Group - Annual report 2023
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
222
1,324.2
- 4,506.7
- 285.6
- 8,350.5
- 728.0
0
0
0
0
194.0
0
0
0
284.0
4,444.8
1,255.9
0
0
- 36.5
- 109.6
- 225.9
0
0
0
Remuneration report
Independent Auditor's Report
10,675
11,078
Following the completion of the tax inspections for the years 2006 to 2008 we
see the Group exposed to risks resulting from (i) corrections to input VAT de-
ductions in accordance with the letters from the Federal Ministry of Finance of
3 May 2021 and 23 June 2022 (concerning the VAT treatment of services by
exchange operators), (ii) the disallowance of tax-free income and intra-Group
funding and (iii) the disallowance of provisions for stock option programmes.
Full provision has been made in the balance sheet for any tax and interest
back-payments that may result and the corresponding appeals have been
lodged. We assume that the tax authorities will at least query the points (i) and
(ii) mentioned above for the years from 2009 onwards for which the tax as-
sessments are not yet definitive.
ISS STOXX Group
Eschborn, Germany
in €m
31 Dec 2023 31 Dec 2022
31 Dec 2023 31 Dec 2022
Book value of non-material associates
Profit after tax
Attributable to non-con-
trolling interests:
Comprehensive income
31 Dec 2023
31 Dec 2022
Non-material associates
114.5
3.71
111.5
7.91
7.9
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
Non-controlling interest
24.9
24.9
19.7
n.a.
Net profit for the period
(€m)
55.6
3.7
30.9
33 Disclosures on associates
Material non-controlling interests
31 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 2024. The
Supervisory Board is responsible for examining the consolidated financial
statements and stating whether it endorses them.
Deutsche Börse Group - Annual report 2023
PDF (A4)
229
Q
(%)
Executive and Supervisory Board
Combined management report
European Energy Exchange Group
Leipzig, Germany
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
32 Disclosures on material non-controlling interests
comprehensive income
There were no significant events after the end of the reporting period.
Equity (€m)
182.4
7.1
6.3
- 105.3
n.a.
Comprehensive income
Further information
(€m)
230.6
130.3
income (€m)
3.7
Cashflows (Em)
93.1
86.7
30.3
n.a.
PDF (A4)
Deutsche Börse Group - Annual report 2023
230
0
n.a.
233.1
Other comprehensive
109.0
21.5
1,987.9
n.a.
n.a.
Dividend payments (€m)
5.5
5.5
0
n.a.
Assets (€m)
n.a.
18,597.0
17,660.7
Profit/(loss) (€m)
223.5
42,091.6
41,359.0
124.0
3,538.5
Investments in associates and joint ventures are measured at cost on initial
recognition and accounted for using the equity method upon subsequent
measurement. Where Deutsche Börse Group's share of the voting rights in a
company amounts to less than 20 per cent, our significant influence is exer-
cised through the Group's representation on the supervisory board or the board
of directors.
n.a.
926.2
n.a.
Liabilities (€m)
30 Events after the end of the reporting period
The members of the company's decision-making bodies are listed in the chap-
ters "The Executive Board" and "The Supervisory Board" of this annual report.
29 Decision-making bodies
in €m
Associates
Total sum of business transactions
Business relationships with key management personnel
revenue
Amount of the transactions:
Outstanding balances:
receivables
Outstanding balances:
Amount of the transactions:
liabilities
2023
2022
2023
2022
31 Dec 2023
14.8
14.3
14.8
14.3
expenses
28.0
28.0
Transactions with related parties
Remuneration report
26 Corporate governance
On 7 December 2023 the Executive and Supervisory Boards issued the latest
version of the declaration of compliance in accordance with section 161 of the
Aktiengesetz (AktG, German Stock Corporation Act) and made it permanently
available to shareholders on the company's website.
27 Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of
Deutsche Börse AG and their close family members, as well as the companies
classified as associates of Deutsche Börse AG, investors and investees and
companies that are controlled or significantly influenced by members of the ex-
ecutive bodies.
Business relationships with related parties
The following table shows transactions entered into within the scope of busi-
ness relationships with non-consolidated companies of Deutsche Börse AG
during the 2023 financial year. All transactions took place on standard market
terms.
Further information
Deutsche Börse Group - Annual report 2023
227
Further information
PDF (A4)
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Q
29.1
29.1
1.4
1.4
31 Dec 2022
1.1
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
of the fixed and variable salary components and pension expenses for those
employee representatives.
comprehensive income
28 Employees
2023
2022
Average number of employees during the year
Employed at the reporting date
12,187
14,502
Employees (average annual FTEs)
11,656
10,143
Of the average number of employees during the year, 30 (2022: 29) were
managing directors (not including the Executive Board), 731 (2022: 650)
were other senior managers and 11,425 (2022: 9,996) were employees.
Including part-time staff there were 11,656 full-time equivalents (FTE) on av-
erage during the year (2022: 10,143). Please also refer to the section
"Employees" in the combined management report.
Employees
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
31 Dec 2023 31 Dec 2022
0.1
2.8
1.1
0.1
2.8
Key management personnel are persons who directly or indirectly have author-
ity and responsibility for planning, directing and controlling the company's ac-
tivities. The Group only defines the members of the Executive Board and Su-
pervisory Board of Deutsche Börse AG who were active in the reporting period
as key management personnel for the purposes of IAS 24. In the reporting
year and the previous year, no material transactions took place with key man-
agement personnel.
Executive Board
In the reporting year the fixed and variable remuneration of the members of
the Executive Board, including non-cash benefits granted in the financial year,
amounted to €30.2 million (2022: €28.5 million). During the year under re-
view, expenses of €8.3 million (2022: €13.1 million) were recognised in con-
nection with share-based payments to Executive Board members.
The actuarial present value of the pension obligations to Executive Board
members was €17.9 million as at 31 December 2023 (2022: €14.5 million).
Expenses of €2.0 million (2022: €2.5 million) were recognised 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 sur-
viving dependents amounted to €3.2 million in 2023 (2022: €6.5 million).
The actuarial present value of the pension was €62.8 million as at 31 Decem-
ber 2023 (2022: €58.4 million).
Termination benefits
There were no changes in the composition of the Executive Board of Deutsche
Börse AG in 2023, so no expenses were incurred (2022: zero).
Supervisory Board
The aggregate remuneration paid to members of the Supervisory Board in the
reporting year was €2.7 million (2022: €2.6 million).
In financial year 2023 the employee representatives on Deutsche Börse AG's
Supervisory Board received remuneration (excluding Supervisory Board remu-
neration) amounting to €0.9 million (2022: €0.8 million). The total consists
PDF (A4)
Deutsche Börse Group - Annual report 2023
228
Q
Remuneration report
384.3
0
0
Combined management report
Executive and Supervisory Board
Q
221
- 145,572.5
145,009.5
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
0
8.3
- 10.1
- 562.7
0
0
- 2,843.7
0
1,168.3
comprehensive income
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Contractual maturity
3 months
Not more than
Sight
Non-derivative financial liabilities
31 Dec 20221
Consolidated balance sheet
Consolidated cash flow statement
€m
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Maturity analysis of financial instruments (2)
0
0
0
- 18,834.2
- 70,925.7
- 48,145.0
0
589.3
7,078.3
- 7,078.3
18,834.2
47,582.0
Deutsche Börse Group - Annual report 2023
PDF (A4)
Total
Derivatives held for trading
Fair value hedges
70,925.7
- 589.3
0
0
0
0
0
0
304.7
- 37.2
0
0
0
0
1,168.6
0
2,835.0
0
313.1
35.9
0
More than 3
months but not
more than 1 year
Cash flow hedges
More than 1 year
but not more than
5 years
Reconcili-
ation to carrying
3,450.3
712.6
833.4
96,310.8
15,710.3
0.3
93,283.1
329.6
70.8
336.1
H7005500
0
676.7
- 6.5
6.5
4,535.0
410.7
6.1
2,039.8
17,482.8
- 46.7
117,347.1
Total non-derivative financial
liabilities (gross)
0
81,408.6
1) Previous year adjusted, see note 3.
Total derivatives and hedges
Derivatives held for trading
Fair value hedges
Cash deposits by market participants
Cash flow hedges
Cash outflow
Derivatives held for trading
Fair value hedges
Cash flow hedges
Cash inflow-derivatives and hedges
Derivatives and financial instruments held by central counterparties
Financial instruments and derivatives held by central counterparties
less financial assets and derivatives held by central counterparties
derivatives and hedges
3500000
0
0
0
0
Non-current financial liabilities at fair value through profit or loss
253.5
3,450.3
706.5
203.9
0
0
0
thereof lease liabilities
34.6
7.4
Non-current financial liabilities measured at amortised cost
amount
0
6.1
Trade payables
0.1
0.3
92,606.4
0
58.2
19.1
0
0
Current financial liabilities at fair value through profit or loss
thereof lease liabilities
0
122.1
1,657.1
15,710.3
Current financial liabilities measured at amortised cost
0
0.1
2,039.7
Over 5 years
Cash outflow-derivatives and hedges
Carrying amount
Fair value hedges
17,177.6
0.9
7.3
248.7
1,587.1
15,335.3
Current financial liabilities measured at amortised cost
1,514.2
0
0
0.0
0.4
1,511.3
2.4
Trade payables
0.3
0
thereof lease liabilities
0
Current financial liabilities at fair value through profit or loss
Cash deposits by market participants
21.8
0
0
53,401.3
0
0
0
604.7
37,190.9
15,605.7
0.1
0
0
0.1
85.0
0
0
0
63.2
0
0.3
0.0
Derivatives and financial instruments held by central counterparties
Financial instruments and derivatives held by central counterparties
less financial assets and derivatives held by central counterparties
30,943.4
40,296.7
1,003.8
3,674.7
5,048.8
1,390.1
Cash flow hedges
Derivatives held for trading
Total non-derivative financial
liabilities (gross)
Cash inflow-derivatives and hedges
79,577.4
Responsibility statement by
Executive and Supervisory Board
Q
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
the Executive Board
Independent Auditor's Report
Remuneration report
6.
Stephan Leithner
Styphen Leithmer
Heike Eckert
еи
Further information
performance of the business and the position of the Group, together with a
description of the principal opportunities and risks associated with the ex-
pected development of the Group.
Thomas Book
Christoph Böhm
Theodor Weimer
I
theder heims
The Executive Board
Deutsche Börse Aktiengesellschaft
Frankfurt/Main, 5. March 2024
To the best of our knowledge, and in accordance with the applicable reporting
principles, the consolidated 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
Responsibility statement by the Executive Board
237
Deutsche BöösseGoopp AAmunale pepto202023
Singapore, Singapore
Berlin, Germany
Berlin, Germany
42.84
Belgrade, Serbia
London, Great Britain
(12.76)
(15.01)
Berlin, Germany
20.00
London, Great Britain
(23.18)
Berkhamsted, Great Britain
(37.52)
Sao Paulo, Brazil
30.49
Luxembourg, Luxembourg
(25.01)
40.00
Potty
Berlin, Germany
Auckland, New Zealand
19.99
(18.76)
15.65
(18.55)
Frankfurt am Main, Germany
(28.57)
PDF (A4)
Frankfurt am Main, Germany
Frankfurt am Main, Germany
16.20
Hampshire, Great Britain
(22.98)
Giv'atajim, Israel
(30.02)
(40.00)
Gregor Pottmeyer
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Deutsche Börse Group - Annual report 2023
360 Treasury Systems AG
Company
Consolidated subsidiaries
Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at 31 December 2023 included in the consolidated financial statements are
presented in the following tables. There were no joint ventures as at the reporting date.
34 List of shareholdings
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated cash flow statement
Consolidated balance sheet
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
240
Deutsche Börse Group - Annual report 2023
PDF (A4)
360 Trading Networks Inc.
360 Trading Networks Limited
360 Trading Networks Sdn Bhd
360 Trading Networks UK Limited
360T Asia Pacific Pte. Ltd.
360TGTX Inc.
Equity interest as at 31 Dec 2023
direct/(indirect) %
Singapore, Singapore
London, Great Britain
Kuala Lumpur, Malaysia
Dubai, United Arab Emirates (UAE)
New York, USA
Frankfurt am Main, Germany
Domicile
Clearstream Holding AG
Clearstream Services S.A.
Clearstream Operations Prague s.r.o.
1 Goodwill and other intangible assets with definite and indefinite useful
lives totalling € 11,248.6 million (116.4 % of Group equity) are reported
under the balance sheet item „, Intangible assets" in the company's
consolidated financial statements. The other intangible assets relate in
particular to stock exchange licences, brand names and customer
relationships. Goodwill and other intangible assets with an indefinite
useful life are tested for impairment once a year or on an ad hoc basis,
while other intangible assets with a definite useful life are tested for
impairment on an ad hoc basis by the company in order to identify any
need for impairment. As part of the impairment test, the carrying amount
of the respective (groups of) cash-generating units (including their
Clearstream Nominees Limited
Clearstream International S.A.
Clearstream Global Securities Services Limited
Clearstream Australia Nominees Pty Ltd. (dormant)
Clearstream Australia Limited
Clearstream Fund Centre S.A.
Clearstream Fund Centre Holding S.A.
Clearstream Fund Centre (Hong Kong) Limited
Clearstream Fund Centre AG
CF Asset Holding AG
ThreeSixty Trading Networks (India) Pte. Ltd.
Finbird GmbH
LuxCSD S.A.
PDF (A4)
Recoverability of goodwill and other intangible assets
3 Reference to further information
■ the accompanying group management report (excluding the non-financial
statement) as a whole provides an appropriate view of the Group's position.
In all material respects, this group management report is consistent with
the consolidated financial statements, complies with German legal
requirements and appropriately presents the opportunities and risks of
future development; we do not express an audit opinion on the statement
on corporate governance referred to above and
■ the accompanying consolidated financial statements comply, in all material
respects, with the IFRSS as adopted by the EU and the additional
requirements of German commercial law pursuant to § 315e Abs.
[paragraph] 1 HGB and, in compliance with these requirements, give a
true and fair view of the assets, liabilities, and financial position of the
Group as at 31 December 2023, and of its financial performance for the
financial year from 1 January to 31 December 2023,
In our opinion, on the basis of the knowledge obtained in the audit,
We have audited the consolidated financial statements of Deutsche Börse
Aktiengesellschaft, Frankfurt am Main, and its subsidiaries (the Group),
which comprise the consolidated statement of financial position as at
31 December 2023, and the consolidated statement of comprehensive
income, consolidated statement of profit or loss, consolidated statement of
changes in equity and consolidated statement of cash flows for the financial
year from 1 January to 31 December 2023, and notes to the consolidated
financial statements, including material accounting policy information. In
addition, we have audited the group management report of Deutsche Börse
Aktiengesellschaft, which is combined with the Company's management
report, including the non-financial statement to comply with §§ [Articles]
289b to 289e HGB [Handelsgesetzbuch: German Commercial Code] and with
§§ 315b to 315c HGB included in section „Nichtfinanzielle Erklärung" for the
financial year from 1 January to 31 December 2023. In accordance with the
German legal requirements, we have not audited the content of the statement
on corporate governance pursuant to § 289f HGB and § 315d HGB.
Audit Opinions
Report on the audit of the consolidated financial state-
ments and of the group management report
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Independent Auditor's Report
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
(12.76)
Combined management report
Executive and Supervisory Board
Q
238
■ the non-financial statement included in section "Nichtfinanzielle Erklärung"
of the group management report is prepared, in all material respects, in
accordance with the applicable German legal and European requirements
as well as with the specifying criteria disclosed by the Group's executive
directors.
Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit
has not led to any reservations relating to the legal compliance of the
consolidated financial statements and of the group management report.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Audit approach and findings
Matter and issue
Our presentation of these key audit matters has been structured in each case
as follows:
3 Assessment of certain legal risks
2 Accounting for the acquisition of SimCorp A/S
1 Recoverability of goodwill and other intangible assets
In our view, the matters of most significance in our audit were as follows:
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the consolidated financial statements for
the financial year from 1 January to 31 December 2023. These matters were
addressed in the context of our audit of the consolidated financial statements
as a whole, and in forming our audit opinion thereon; we do not provide a
separate audit opinion on these matters.
Key Audit Matters in the Audit of the Consolidated
Financial Statements
We conducted our audit of the consolidated financial statements and of the
group management report in accordance with § 317 HGB and the EU Audit
Regulation (No. 537/2014, referred to subsequently as “EU Audit
Regulation") in compliance with German Generally Accepted Standards for
Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer
[Institute of Public Auditors in Germany] (IDW). Our responsibilities under
those requirements and principles are further described in the "Auditor's
Responsibilities for the Audit of the Consolidated Financial Statements and of
the Group Management Report" section of our auditor's report. We are
independent of the group entities in accordance with the requirements of
European law and German commercial and professional law, and we have
fulfilled our other German professional responsibilities in accordance with
these requirements. In addition, in accordance with Article 10 (2) point (f) of
the EU Audit Regulation, we declare that we have not provided non-audit
services prohibited under Article 5 (1) of the EU Audit Regulation. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinions on the consolidated financial
statements, on the group management report and on the non-financial
statement included in the group management report.
Basis for the Audit Opinions
Hereinafter we present the key audit matters:
Further information
the Executive Board
Independent Auditor's Report
Responsibility statement by
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
239
Remuneration report
48.30
financial position
Equity interest as at 31 Dec 2023
direct/(indirect)
Combined management report
Associates
Executive and Supervisory Board
Q
PDF (A4)
236
Deutsche Börse Group - Annual report 2023
(100.00)
Vienna, Austria
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
direct/(indirect) %
(100.00)
(100.00)
Zurich, Switzerland
(100.00)
Paris, France
Wilmington, USA
Warsaw, Poland
Tokyo, Japan
(100.00)
(100.00)
(100.00)
(100.00)
Paris, France
(100.00)
Zurich, Switzerland
(100.00)
Oslo, Norway
(100.00)
Barcelona, Spain
(100.00)
Kyiv, Ukraine
(100.00)
Vienna, Austria
(100.00)
Luxembourg, Luxembourg
Equity interest as at 31 Dec 2023
(100.00)
Further information
London, Great Britain
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
235
(100.00)
Manila, Philippines
(100.00)
comprehensive income
Milan, Italy
(100.00)
London, Great Britain
(100.00)
Toronto, Canada
(100.00)
Bad Homburg, Germany
(100.00)
Hong Kong, Hong Kong
(100.00)
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Noida, India
New York, USA
Stockholm, Sweden
Riyadh, Saudi Arabia
Kuala Lumpur, Malaysia
Singapore, Singapore
Domicile
SimCorp Coric Inc.
SimCorp Asia Pty. Ltd.
SimCorp Benelux SA/NV
SimCorp Coric Ltd. (UK)
SimCorp India LLP
SimCorp Sverige AB
SimCorp USA Inc.
SimCorp Singapore Pte. Ltd.
SCIM SDN. BHD.
SimCorp Advanced for Information Technology
Company
Consolidated subsidiaries
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
Boston, USA
Sydney, Australia
Brussels Belgium
%
Sydney, Australia
Tokyo, Japan
Other disclosures
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated balance sheet
Consolidated cash flow statement
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Company
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Responsibility statement by
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Consolidated subsidiaries
Company
SimCorp A/S
financial position
the Executive Board
Independent Auditor's Report
Remuneration report
Domicile
Sydney, Australia
Ljubljana, Slovenia
Frankfurt am Main, Germany
Tradegate Exchange GmbH
Tradegate AG Wertpapierhandelsbank
SPARK Commodities Ltd.
SEEPEX a.d.
R5FX Ltd
q-bility GmbH
Origin Primary Limited
Opus Nebula Limited
N5 ENERGIA E SERVICOS DE TECNOLOGIA LTDA.
HQLAX S.à r.l.
GlobalDairyTrade Holdings Ltd.
East Med. Energy Exchange Ltd.
Forge Europe GmbH
ADEX SKUPINA holding družba d.o.o.
Artega Investment Administration Pty Limited
Brain Trade Gesellschaft für Börsensysteme mbH
China Europe International Exchange AG
Deutsche Börse Commodities GmbH
Dyalog Ltd
360X AG
Further information
Axioma Inc.
(100.00)
Axioma (CH) GmbH
Axioma (UK) Ltd
SimCorp Philippines Inc.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Domicile
Copenhagen, Denmark
New York, USA
Vernier, Switzerland
Hong Kong, Hong Kong
London, Great Britain
Equity interest as at 31 Dec 2023
direct/(indirect) %
100.00
SimCorp Italiana S.r.l
(100.00)
(100.00)
(100.00)
Buenos Aires, Argentina
(100.00)
Singapore, Singapore
(100.00)
Frankfurt am Main, Germany
(100.00)
(100.00)
SimCorp Hong Kong Ltd.
SimCorp GmbH (Germany)
SimCorp Canada Inc.
Axioma Argentina S.A.U.
Axioma Asia Pte. Ltd
Axioma Deutschland GmbH
Axioma Japan G.K.
Axioma Ltd.
Axioma S.A.S.U
Qontigo Inc. (dormant)
SimCorp sp z.0.0.
SimCorp Japan KK
SimCorp France S.A.S.
SimCorp Schweiz AG
SimCorp Norge AS
SimCorp Iberia S.L. (Spain)
100.00
Further information
SimCorp Ukraine LLC
SimCorp Österreich GmbH
SimCorp Luxembourg S.à.r.l.
SimCorp Gain Switzerland GmbH
SimCorp Gain Austria GmbH
SimCorp Ltd. (UK)
Axioma (HK) Ltd
(100.00)
91.94
(100.00)
(80.31)
(80.31)
(80.31)
(80.31)
Manila, Philippines
Singapore, Singapore
(80.31)
(80.31)
Rockville, USA
(80.31)
(80.31)
(80.31)
Stockholm, Sweden
(80.31)
London, Great Britain
(80.31)
Rockville, USA
(80.31)
Eschborn, Germany
London, Great Britain
(80.31)
(80.31)
(80.31)
KNEIP Communication GmbH
Fundlook S.à.r.l.
Dataglide Ltd.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Equity interest as at 31 Dec 2023
direct/(indirect) %
(80.31)
(80.31)
Brussels, Belgium
(80.31)
(80.31)
Rockville, USA
(80.31)
Sydney, Australia
(80.31)
Hong Kong, Hong Kong
(80.31)
Toronto, Canada
London, Great Britain
(80.31)
London, Great Britain
(80.31)
Sydney, Australia
(75.05)
(75.05)
(75.05)
(75.05)
direct/(indirect) %
Equity interest as at 31 Dec 2023
Sydney, Australia
(75.05)
Sydney, Australia
Sydney, Australia
Delaware, USA
Institutional Shareholder Services Inc.
ISS HoldCo Inc.
ISS STOXX GmbH
Funds DLT S.A.
Power Exchange Central Europe Poland sp.z.o.o.
Power Exchange Central Europe a.s.
UAB GET Baltic
EPEX SPOT Schweiz AG
Domicile
Leipzig, Germany
(75.05)
Leipzig, Germany
Luxembourg, Luxembourg
100.00
Hong Kong, Hong Kong
(100.00)
Frankfurt am Main, Germany
(100.00)
Luxembourg, Luxembourg
(100.00)
London, Great Britain
(100.00)
234
Q
Tunbridge Wells, Great Britain
(75.05)
Helsinki, Finland
(75.05)
Luxembourg, Luxembourg
European Commodity Clearing Luxembourg S.à r.l.
(75.05)
KNEIP Asia Ltd.
KNEIP Communication S.A.
INDEX PROXXY Ltd.
Zug, Switzerland
100.00
Eschborn, Germany
80.31
Rockville, USA
(80.31)
Rockville, USA
(80.31)
Asset International, Inc.
Belvaux, Luxembourg
Rockville, USA
Asset International Australia Pty Ltd.
Melbourne, Australia
(80.31)
Rainmaker Information Pty Limited
Sydney, Australia
(80.31)
Data Management & Integrity Systems Pty Ltd. (dormant)
Sydney, Australia
(80.31)
(50.03)
Warsaw, Poland
(50.03)
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
(75.05)
Tysons Corner, USA
(75.05)
Tysons Corner, USA
(75.05)
Tysons Corner, USA
(75.05)
Vienna, Austria
(38.27)
Paris, France
(38.27)
Amsterdam, Netherlands
(38.27)
Berne, Switzerland
(38.27)
Vilnius, Lithuania
(49.53)
Prague, Czech Republic
(80.31)
EPEX Netherlands B.V.
Financial Standard Pty Ltd. (dormant)
(80.31)
Haar, Germany
Intelligent Financial Systems Limited
Discovery Data, Inc.
Institutional Shareholder Services (Australia) Pty. Ltd.
Institutional Shareholder Services (Hong Kong) Limited
Institutional Shareholder Services Canada Inc.
Institutional Shareholder Services Europe S.A.
Institutional Shareholder Services France S.A.S.
Institutional Shareholder Services Switzerland AG
Institutional Shareholder Services Germany AG
Institutional Shareholder Services India Private Limited
Institutional Shareholder Services K.K.
Institutional Shareholder Services Philippines Inc.
Institutional Shareholder Services (Singapore) Private Limited
ISS Corporate Solutions, Inc.
FWW Fundservices GmbH
FWW Media GmbH
ISS Europe Limited
Institutional Shareholder Services UK Limited
Securities Class Action Services, LLC
ISS STOXX Index GmbH
Stoxx Ltd.
Haar, Germany
Paris, France
Zug, Switzerland
Munich, Germany
Mumbai, India
Tokyo, Japan
ISS-Ethix AB
Haar, Germany
Asset International Deutschland GmbH
Company
PDF (A4)
Deutsche Börse Group - Annual report 2023
233
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Domicile
Consolidated subsidiaries
Sydney, Australia
(100.00)
EPEX SPOT SE
Nodal Clear, LLC
DB1 Ventures GmbH
Crypto Finance (Asset Management) AG
Crypto Finance (Deutschland) GmbH
Crypto Finance AG
Clearstream London Ltd.
Clearstream Banking S.A.
Clearstream Banking AG
Company
Deutsche Boerse Market Data + Services Singapore Pte. Ltd.
Consolidated subsidiaries
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
financial position
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Consolidated cash flow statement
Further information
Consolidated balance sheet
Deutsche Boerse Systems Inc.
Bryant Sands Partners, LLC
EEX Asia Pte. Limited
European Energy Exchange AG
Eurex Services GmbH
Eurex Global Derivatives AG
Eurex Securities Transactions Services GmbH (dormant)
Eurex Repo GmbH
Eurex Clearing AG
Eurex Frankfurt AG
Centana Growth Partners, LLC
Deutsche Börse Services s.r.o.
Deutsche Börse Digital Exchange GmbH
U.S. Exchange, L.L.C. (dormant)
Quantitative Brokers Software India Private Limited
Quantitative Brokers Singapore Pte Ltd. (dormant)
Quantitative Brokers Australia Pty Ltd.
Quantitative Brokers UK Limited
Quantitative Brokers LLC
Bryant Sands Partners II, LLC
Deutsche Börse Photography Foundation gGmbH
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
(100.00)
Luxembourg, Luxembourg
(100.00)
Luxembourg, Luxembourg
(100.00)
Hong Kong, Hong Kong
100.00
Zurich, Switzerland
Sydney, Australia
100.00
(100.00)
Mumbai, India
(100.00)
Frankfurt am Main, Germany
(100.00)
New York, USA
(100.00)
(100.00)
Baar, Switzerland
(100.00)
Sydney, Australia
(100.00)
Executive and Supervisory Board
Q
231
Deutsche Börse Group - Annual report 2023
PDF (A4)
100.00
Frankfurt am Main, Germany
(100.00)
Luxembourg, Luxembourg
(100.00)
Prague, Czech Republic
(100.00)
London, Great Britain
(100.00)
Luxembourg, Luxembourg
(100.00)
Luxembourg, Luxembourg
(100.00)
Cork, Ireland
PDF (A4)
Deutsche Börse Group - Annual report 2023
Domicile
Frankfurt am Main, Germany
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Executive and Supervisory Board
Q
232
(75.05)
Singapore, Singapore
Consolidated balance sheet
75.05
100.00
Frankfurt am Main, Germany
100.00
Zug, Switzerland
(100.00)
Frankfurt am Main, Germany
(100.00)
Frankfurt am Main, Germany
Leipzig, Germany
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Nodal Exchange, LLC
Nodal Exchange Holdings, LLC
KB Tech Ltd.
Grexel Systems oy
European Commodity Clearing AG
EEX Link GmbH
Lacima Workbench Pty Ltd.
LG UK PTY LTD
Lacima Group (US), Inc.
Lacima Group Pty Ltd.
EEX Australia Pty Ltd.
Company
Consolidated subsidiaries
Further information
Remuneration report
Independent Auditor's Report
the Executive Board
Responsibility statement by
Other disclosures
(100.00)
EEX CEGH Gas Exchange Services GmbH
Frankfurt am Main, Germany
Frankfurt am Main, Germany
100.00
Chicago, USA
100.00
Singapore, Singapore
100.00
Frankfurt am Main, Germany
(91.94)
Zurich, Switzerland
New York, USA
Delaware, USA
Delaware, USA
(91.94)
Zurich, Switzerland
(100.00)
London, Great Britain
(100.00)
(100.00)
direct/(indirect) %
Equity interest as at 31 Dec 2023
Luxembourg, Luxembourg
Frankfurt am Main, Germany
(100.00)
(100.00)
(100.00)
100.00
Prague, Czech Republic
100.00
Frankfurt am Main, Germany
100.00
Frankfurt am Main, Germany
(100.00)
Executive and Supervisory Board
Wilmington, USA
(72.24)
Chennai, India
(72.60)
Singapore, Singapore
(72.60)
Sydney, Australia
(72.60)
Hounslow, Great Britain
(72.60)
New York, USA
100.00
Combined management report
Responsibilities of the Executive Directors and the Supervisory
Board for the Consolidated Financial Statements and the Group
Management Report
Deutsche Börse Group - Annual report 2023
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
We also provide those charged with governance with a statement that we
have complied with the relevant independence requirements, and
communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor's report unless
law or regulation precludes public disclosure about the matter.
Other legal and regulatory requirements
Report on the Assurance on the Electronic Rendering of the
Consolidated Financial Statements and the Group Management
Report Prepared for Publication Purposes in Accordance with
§ 317 Abs. 3a HGB
Consolidated balance sheet
Consolidated cash flow statement
Assurance Opinion
statements and the group management report into the ESEF format and
therefore relates neither to the information contained within these renderings
nor to any other information contained in the electronic file identified above.
In our opinion, the rendering of the consolidated financial statements and the
group management report contained in the electronic file identified above and
prepared for publication purposes complies in all material respects with the
requirements of § 328 Abs. 1 HGB for the electronic reporting format. Beyond
this assurance opinion and our audit opinion on the accompanying
consolidated financial statements and the accompanying group management
report for the financial year from 1 January to 31 December 2023 contained
in the,,Report on the Audit of the Consolidated Financial Statements and on
the Group Management Report" above, we do not express any assurance
opinion on the information contained within these renderings or on the other
information contained in the electronic file identified above.
Basis for the Assurance Opinion
We conducted our assurance work on the rendering of the consolidated
financial statements and the group management report contained in the
electronic file identified above in accordance with § 317 Abs. 3a HGB and
the IDW Assurance Standard: Assurance Work on the Electronic Rendering, of
Financial Statements and Management Reports, Prepared for Publication
Purposes in Accordance with § 317 Abs. 3a HGB (IDW ASS 410 (06.2022))
and the International Standard on Assurance Engagements 3000 (Revised).
Our responsibility in accordance therewith is further described in the „Group
Auditor's Responsibilities for the Assurance Work on the ESEF Documents"
section. Our audit firm applies the IDW Standard on Quality Management:
Requirements for Quality Management in the Audit Firm (IDW QMS 1
(09.2022)).
PDF (A4)
Deutsche Börse Group - Annual report 2023
247
Q
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
We have performed assurance work in accordance with § 317 Abs. 3a HGB
to obtain reasonable assurance as to whether the rendering of the
consolidated financial statements and the group management report
(hereinafter the "ESEF documents") contained in the electronic file
"deutscheboerseag-2023-12-31-de.zip" and prepared for publication
purposes complies in all material respects with the requirements of § 328
Abs. 1 HGB for the electronic reporting format ("ESEF format"). In accordance
with German legal requirements, this assurance work extends only to the
conversion of the information contained in the consolidated financial
comprehensive income
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
Combined management report
Other Information
The executive directors are responsible for the other information. The other
information comprises the statement on corporate governance pursuant to
§ 289f HGB and § 315d HGB as an unaudited part of the group management
report.
The other information comprises further
■ the remuneration report pursuant to § 162 AktG [Aktiengesetz: German
Stock Corporation Act], for which the supervisory board is also responsible
■ all remaining parts of the annual report - excluding cross-references to
external information - with the exception of the audited consolidated
financial statements, the audited group management report and our
auditor's report
Our audit opinions on the consolidated financial statements, on the group
management report and on the non-financial statement included in the group
management report do not cover the other information, and consequently we
do not express an audit opinion or any other form of assurance conclusion
thereon.
PDF (A4)
Deutsche Börse Group - Annual report 2023
243
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
PDF (A4)
Deutsche Börse Group - Annual report 2023
246
Q
Executive and Supervisory Board
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
③ The company's disclosures on the material legal risks are presented in the
section,,25 Financial commitments and other risks" in the notes to the
consolidated financial statements.
Other disclosures
the Executive Board
Further Information pursuant to Article 10 of the
EU Audit Regulation
We were elected as group auditor by the annual general meeting on 16 May
2023. We were engaged by the supervisory board on 14 September 2023.
We have been the group auditor of the Deutsche Börse Aktiengesellschaft,
Frankfurt am Main, without interruption since the financial year 2021.
We declare that the audit opinions expressed in this auditor's report are
consistent with the additional report to the audit committee pursuant to
Article 11 of the EU Audit Regulation (long-form audit report).
Reference to an other matter
auditor's report
use of the
Our auditor's report must always be read together with the audited
consolidated financial statements and the audited group management report
as well as the assured ESEF documents. The consolidated financial
-
statements and the group management report converted to the ESEF
format including the versions to be filed in the company register - are
merely electronic renderings of the audited consolidated financial statements
and the audited group management report and do not take their place. In
particular, the "Report on the Assurance on the Electronic Rendering of the
Consolidated Financial Statements and the Group Management Report
Prepared for Publication Purposes in Accordance with § 317 Abs. 3a HGB"
and our assurance opinion contained therein are to be used solely together
with the assured ESEF documents made available in electronic form.
German public auditor responsible for the engagement
The German Public Auditor responsible for the engagement is Dr. Michael
Rönnberg.
Further information
Frankfurt am Main, 6 March 2024
Marc Billeb
Certified Public Auditor
Dr Michael Rönnberg
Certified Public Auditor
PDF (A4)
249
00
Remuneration
report
251 Remuneration report
300 Auditor's Report
■ otherwise appears to be materially misstated.
■is materially inconsistent with the consolidated financial statements, with
the group management report disclosures audited in terms of content or
with our knowledge obtained in the audit, or
In connection with our audit, our responsibility is to read the other
information mentioned above and, in so doing, to consider whether the other
information
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Remuneration report
Independent Auditor's Report
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
Responsibilities of the Executive Directors and the
Supervisory Board for the ESEF Documents
The executive directors of the Company are responsible for the preparation
of the ESEF documents including the electronic rendering of the consolidated
financial statements and the group management report in accordance
with § 328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the
consolidated financial statements in accordance with § 328 Abs. 1 Satz 4
Nr. 2 HGB.
In addition, the executive directors of the Company are responsible for such
internal control as they have considered necessary to enable the preparation
of ESEF documents that are free from material non-compliance with the
requirements of § 328 Abs. 1 HGB for the electronic reporting format,
whether due to fraud or error.
The supervisory board is responsible for overseeing the process for preparing
the ESEF documents as part of the financial reporting process.
Group Auditor's Responsibilities for the Assurance
Work on the ESEF Documents
Our objective is to obtain reasonable assurance about whether the ESEF
documents are free from material non-compliance with the requirements of
§ 328 Abs. 1 HGB, whether due to fraud or error. We exercise professional
judgment and maintain professional skepticism throughout the assurance
work. We also:
Identify and assess the risks of material non-compliance with the
requirements of § 328 Abs. 1 HGB, whether due to fraud or error, design
and perform assurance procedures responsive to those risks, and obtain
assurance evidence that is sufficient and appropriate to provide a basis for
our assurance opinion.
■ Obtain an understanding of internal control relevant to the assurance work
on the ESEF documents in order to design assurance procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
assurance opinion on the effectiveness of these controls.
■ Evaluate the technical validity of the ESEF documents, i.e., whether the
electronic file containing the ESEF documents meets the requirements of
the Delegated Regulation (EU) 2019/815 in the version in force at the date
of the consolidated financial statements on the technical specification for
this electronic file.
Evaluate whether the ESEF documents provide an XHTML rendering with
content equivalent to the audited consolidated financial statements and to
the audited group management report.
Evaluate whether the tagging of the ESEF documents with Inline XBRL
technology (iXBRL) in accordance with the requirements of Articles 4 and
6 of the Delegated Regulation (EU) 2019/815, in the version in force at
the date of the consolidated financial statements, enables an appropriate
and complete machine-readable XBRL copy of the XHTML rendering.
PDF (A4)
Deutsche Börse Group - Annual report 2023
248
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
Responsibility statement by
The estimates made by the legal representatives regarding the
aforementioned matters and their presentation in the consolidated
financial statements are adequately substantiated and documented.
Executive and Supervisory Board
In our view, the above-mentioned legal risks are of particular significance
for our audit due to their legal complexity, the considerable uncertainties
regarding their further development and their potential impact on the net
assets, financial position and results of operations.
PDF (A4)
Deutsche Börse Group - Annual report 2023
245
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
■ Evaluate the appropriateness of accounting policies used by the executive
directors and the reasonableness of estimates made by the executive
directors and related disclosures.
the Executive Board
Remuneration report
Further information
■ Conclude on the appropriateness of the executive directors' use of the going
concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group's ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required
to draw attention in the auditor's report to the related disclosures in the
consolidated financial statements and in the group management report or,
if such disclosures are inadequate, to modify our respective audit opinions.
Our conclusions are based on the audit evidence obtained up to the date of
our auditor's report. However, future events or conditions may cause the
Group to cease to be able to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated
financial statements, including the disclosures, and whether the
consolidated financial statements present the underlying transactions and
events in a manner that the consolidated financial statements give a true
and fair view of the assets, liabilities, financial position and financial
performance of the Group in compliance with IFRSS as adopted by the EU
and the additional requirements of German commercial law pursuant to
§ 315e Abs. 1 HGB.
■ Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
audit opinions on the consolidated financial statements and on the group
management report. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit
opinions.
■ Evaluate the consistency of the group management report with the
consolidated financial statements, its conformity with German law, and the
view of the Group's position it provides.
■ Perform audit procedures on the prospective information presented by the
executive directors in the group management report. On the basis of
sufficient appropriate audit evidence we evaluate, in particular, the
significant assumptions used by the executive directors as a basis for the
prospective information, and evaluate the proper derivation of the
prospective information from these assumptions. We do not express a
separate audit opinion on the prospective information and on the
assumptions used as a basis. There is a substantial unavoidable risk that
future events will differ materially from the prospective information.
■ Evaluate the suitability of the criteria presented by the executive directors in
the non-financial statement as a whole. As explained in the description of
the responsibilities of the executive directors, the executive directors have
interpreted the wording and terms contained in the relevant regulations; the
legal conformity of these interpretations is subject to inherent uncertainties
mentioned in this description. Those inherent uncertainties in the
interpretation apply to our audit accordingly.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
Q
Executive and Supervisory Board
Combined management report
Independent Auditor's Report
Obtain an understanding of internal control relevant to the audit of the
consolidated financial statements and of arrangements and measures
(systems) relevant to the audit of the group management report and of the
non-financial statement included in the group management report in order
to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an audit opinion on the effectiveness of
these systems.
Identify and assess the risks of material misstatement of the consolidated
financial statements and of the group management report, whether due to
fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide
a basis for our audit opinions. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
We exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
The executive directors are responsible for the preparation of the consolidated
financial statements that comply, in all material respects, with IFRSS as
adopted by the EU and the additional requirements of German commercial
law pursuant to § 315e Abs. 1 HGB and that the consolidated financial
statements, in compliance with these requirements, give a true and fair view
of the assets, liabilities, financial position, and financial performance of the
Group. In addition, the executive directors are responsible for such internal
control as they have determined necessary to enable the preparation of
consolidated financial statements that are free from material misstatement,
whether due to fraud (i.e., fraudulent financial reporting and misappropriation
of assets) or error.
In preparing the consolidated financial statements, the executive directors are
responsible for assessing the Group's ability to continue as a going concern.
They also have the responsibility for disclosing, as applicable, matters related
to going concern. In addition, they are responsible for financial reporting
based on the going concern basis of accounting unless there is an intention to
liquidate the Group or to cease operations, or there is no realistic alternative
but to do so.
Furthermore, the executive directors are responsible for the preparation of the
group management report that, as a whole, provides an appropriate view of
the Group's position and is, in all material respects, consistent with the
consolidated financial statements, complies with German legal requirements,
and appropriately presents the opportunities and risks of future development.
In addition, the executive directors are responsible for such arrangements and
measures (systems) as they have considered necessary to enable the
preparation of a group management report that is in accordance with the
applicable German legal requirements, and to be able to provide sufficient
appropriate evidence for the assertions in the group management report.
The executive directors are also responsible for the preparation of the
non-financial statement included in the group management report in
accordance with the applicable German legal and European requirements as
well as with the specifying criteria disclosed by the Group's executive
directors. Furthermore, the executive directors are responsible for such
arrangements and measures (systems) as they have considered necessary to
enable the preparation of a non-financial statement that is free from material
misstatement, whether due to fraud (i.e., fraudulent reporting in the
non-financial statement) or error.
2 As part of our audit, we inspected the underlying documents relating to
the above-mentioned legal disputes and proceedings and analysed the
legal assessments of Deutsche Börse Group. With the knowledge that
there is an increased risk of misstatements in the financial reporting in the
event of uncertainties and that the decisions of the executive directors
have a direct impact on the Group's results, we evaluated the executive
directors' judgements with the assistance of specialists. In addition, we
held regular discussions with the legal departments of the companies in
order to understand current developments and the reasons that led to the
corresponding assessments of the outcome of the proceedings. The
development of the specific legal risks, including the assessments of the
legal representatives with regard to the possible outcomes of the
proceedings, was made available to us in writing by the legal
departments. In addition, we obtained external lawyers' confirmations as
at the balance sheet date and analysed legal opinions from external
lawyers.
PDF (A4)
Deutsche Börse Group - Annual report 2023
244
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by
the Executive Board
Independent Auditor's Report
Remuneration report
Further information
The supervisory board is responsible for overseeing the Group's financial
reporting process for the preparation of the consolidated financial statements,
of the group management report as well as of the non-financial statement
included in the group management report.
Auditor's Responsibilities for the Audit of the Consolidated
Financial Statements and of the Group Management Report
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and whether the group
management report as a whole provides an appropriate view of the Group's
position and, in all material respects, is consistent with the consolidated
financial statements and the knowledge obtained in the audit, complies with
the German legal requirements and appropriately presents the opportunities
and risks of future development, and whether the non-financial statement has
been prepared, in all material respects, in accordance with the applicable
German legal and European requirements and with the specifying criteria
disclosed by the Company's executive directors, as well as to issue an
auditor's report that includes our audit opinions on the consolidated financial
statements, on the group management report and on the non-financial
statement.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with § 317 HGB and the EU Audit
Regulation and in compliance with German Generally Accepted Standards for
Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer
(IDW) will always detect a material misstatement. Misstatements can arise
from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial
statements and this group management report.
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
The applicable requirements contain wording and terms that are subject to
considerable interpretation uncertainties and for which authoritative
comprehensive interpretations have not yet been published. Accordingly, the
executive directors have disclosed their interpretations of such wording and
terms in section „,About this report" of the non-financial statement. The
executive directors are responsible for the defensibility of these interpretations.
As such wording and terms may be interpreted differently by regulators or
courts, the legal conformity of these interpretations is uncertain.
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
1 Deutsche Börse Aktiengesellschaft acquired the majority of shares in
the software service provider SimCorp A/S, Copenhagen, Denmark,
(,,SimCorp") by way of a public takeover bid with effect from
29 September 2023. Following further share purchases and the
implementation of a squeeze-out under stock corporation law, the
company held 100% of the shares in SimCorp as at the balance
sheet date.
The acquisition was recognised as a business combination in accordance
with IFRS 3 using the acquisition method. As part of the purchase price
allocation, the identifiable assets and assumed liabilities of the acquired
company were recognised at fair value. The purchase price allocation had
not yet been finalised as at the reporting date, as it was not yet possible
to conclusively determine the tax items and intangible assets in particular.
The comparison of the consideration transferred with the acquired assets
and liabilities resulted in provisional goodwill of € 2,335.6 million.
Due to the estimation uncertainties in the measurement of the assets and
liabilities as well as the identified intangible assets as part of the purchase
price allocation and the overall material impact of the business
combination on the Group's net assets, financial position and results of
operations, this matter was of particular significance in the context of our
audit.
2 As part of our audit of the acquisition of SimCorp, we first inspected and
analysed the contractual agreements and reconciled the purchase price
determined as consideration for the acquired business operations with the
evidence provided to us. Based on this, we assessed the company's
approach to measuring the identifiable assets and liabilities at their fair
values at the acquisition date. Among other things, we analysed the
models underlying the valuations as well as the valuation parameters and
assumptions applied with the assistance of valuation specialists.
Furthermore, we analysed the adjustment of the groups of cash-
generating units at whose level goodwill is monitored, which was carried
out as part of the SimCorp acquisition. In addition, we assessed the
disclosures required by IFRS 3.
Overall, we were able to satisfy ourselves that the accounting treatment of
the business combination was appropriate, that the estimates and
assumptions made by the executive directors were reasonable and
adequately substantiated and that the relevant disclosures in the notes
were made in accordance with IFRS 3.
③ The company's disclosures on the acquisition are contained in section
„,02 Consolidation principles" of the notes to the consolidated financial
statements.
3 Assessment of certain legal risks
① Deutsche Börse Aktiengesellschaft and its affiliated companies are
exposed to certain legal risks. These certain legal risks include legal
disputes of Clearstream Banking S.A., Luxembourg, in connection with
the Central Bank of Iran, in which Clearstream Banking S.A. is exposed to
claims for restitution and damages against the Central Bank of Iran in the
amount of USD 4.9 billion (plus interest) and claims by other groups of
plaintiffs, a claim by the insolvency administrator of Air Berlin PLC i.L.
against Clearstream Banking AG for payment of around €498 million and
an investigation relating to securities transactions by market participants
over the dividend record date (cum-ex transactions). The assessment of
whether and, if so, to what extent a provision is required to cover the risk
is characterised by a high degree of uncertainty. Deutsche Börse Group
PDF (A4)
Deutsche Börse Group - Annual report 2023
242
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
the Executive Board
Independent Auditor's Report
recognises provisions when a present obligation arises from a past event
that is likely to result in an outflow of resources and the amount can be
reliably estimated. No provisions were recognised for the above-
mentioned legal risks in the consolidated financial statements as at 31
December 2023, as the executive directors do not consider an outflow of
funds to be probable.
Further information
Consolidated balance sheet
Consolidated cash flow statement
Remuneration report
2 Accounting for the acquisition of SimCorp A/S
Further information
Responsibility statement by
Independent Auditor's Report
Remuneration report
the Executive Board
Other disclosures
Independent Auditor's Report
Remuneration report
Further information
carrying amount for the goodwill test) is compared with the recoverable
amount. The recoverable amount is generally determined on the basis of
the fair value less costs to sell. The measurement is generally based on
the present value of future cash flows of the respective cash-generating
units or groups of cash-generating units. The present values are
determined using discounted cash flow models. The Group's approved
medium-term planning forms the starting point, which is extrapolated
using assumptions about long-term growth rates. Expectations about
future market developments and assumptions about the development of
macroeconomic factors are also taken into account. Discounting is carried
out using the weighted average cost of capital of the respective (groups of)
cash-generating units.
As a result of the impairment test, an impairment requirement totalling
€ 24.6 million was identified.
The result of this valuation is highly dependent on the estimates of the
executive directors with regard to the future cash flows of the respective
(groups of) cash-generating units, the discount rate used, the growth rate
and other assumptions and is therefore subject to considerable
uncertainty. Against this background and due to the complexity of the
valuation, this matter was of particular significance in the context of our
audit.
As part of our audit, we first analysed the methodology used to perform
the impairment test. In a risk-oriented selection, with the involvement of
our valuation specialists, we compared the future cash flows used in the
calculation with the Group's approved medium-term planning and
additional planning documents for the respective (groups of) cash-
generating units in order to assess the appropriateness of these plans, in
particular by analysing the key planning assumptions, comparing the
plans with analyst estimates and, in certain cases, performing plan-actual
and plan-plan analyses. In addition, we assessed the appropriate
consideration of the costs of Group functions - where taken into account
in the models and the appropriateness of the growth assumptions after
the forecast period and the assumed weighted average cost of capital. In
addition, we assessed the company's valuation by comparing the implied
multiples with market multiples. In order to take account of the existing
forecast uncertainties, we reviewed the sensitivity analyses prepared by
the company. Where there was a need for impairment as at the balance
sheet date, we verified the appropriate recognition of the impairment
losses.
The valuation methods, parameters and assumptions applied by the legal
representatives are in line with our expectations and are also within what
we consider to be reasonable ranges.
③ The company's disclosures on the impairment test for goodwill and other
intangible assets are contained in section „10 Intangible assets" of the
notes to the consolidated financial statements.
PDF (A4)
Responsibility statement by
241
Q
Executive and Supervisory Board
Combined management report
Responsibility statement by
Consolidated financial statements/notes
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Notes on the consolidated income statement
Notes on the consolidated statement of
Other disclosures
Deutsche Börse Group - Annual report 2023
the Executive Board
financial position
Executive and Supervisory Board
Q
The successful implementation of the corporate strategy, Compass 2023,
again significantly improved a number of key financial indicators, which are
also used as performance criteria for the performance-based components of
Executive Board remuneration, and meant that the strategic objectives were
achieved ahead of schedule.
Deutsche Börse Group - Annual report 2023
PDF (A4)
Deutsche Börse Group substantially strengthened its strategic position in key
growth markets overall, and again improved its line-up for further organic
growth and future competitiveness. This applies particularly to the ongoing
strategic development of the pre-trading business, with the creation of the new
Investment Management Solutions segment.
Clearstream. Higher interest rates and a general reduction in the money supply
also had a positive impact on the use of interest rate derivatives and repo
products from Eurex and Eurex Repo in the Trading & Clearing segment. In
this context, the rise in the outstanding notional volume of centrally cleared
over-the-counter (OTC) traded and euro-denominated interest rate derivatives
had a positive impact on net revenue. Significantly higher trading volumes for
electricity derivatives on the EEX also led to an increase in net revenue in the
Trading & Clearing segment. This was due to lower margin requirements as
volatility on electricity and gas markets was lower, and additional market
share. The newly created Investment Management Solutions segment profited
from both sustained demand for ISS products in Governance Solutions, Corpo-
rate Solutions and ESG, and from contract renewals with customers in the An-
alytics business. The acquisition of SimCorp A/S also made a key contribution
to M&A growth in this segment from the fourth quarter.
The performance of Deutsche Börse Group was influenced by both secular and
cyclical growth factors. Structural growth was achieved largely by means of
new customer wins and increased market share, expanding customer relation-
ships and innovative products. Cyclical growth effects stemmed particularly
from the global increase in interest rates. In combination with an only moder-
ate decrease in cash deposits by customers in the Securities Services and
Fund Services segments, this led to strong growth in net interest income at
253
Combined management report
Net revenue (in €m)
The following chart shows the average overall target achievement of the Execu-
tive Board members in the Performance Bonus for 2023:
Consolidated financial statements/notes
EBITDA (in €m)
Earnings per share (in €)
Overall target achievement Performance Bonus 2023
Remuneration report
Remuneration report
Auditor's Report
+17%
Deutsche Börse Group was able to exceed its original forecast significantly in
the 2023 financial year. Both net revenue and EBITDA increased by
17 per cent in 2023. Earnings per share went up by 15 per cent.
+15%
Minimum
Development in 2023
+17%
PDF (A4)
Performance and target achievement in 2023
1,300.0
5,000.0
Target
5,500.0
616.0
616.0
2,640.0
560.0
560.0
2,400.0
568.5
516.7
568.0
516.7
2,420.0 2,200.0
568.5
568.0
2,420.0
516.7
516.7
2,200.0
616.0
616.0
2,640.0
560.0
560.0
2,400.0
616.0
560.0
616.0
560.0
2,640.0 2,400.0
Deutsche Börse Group - Annual report 2023
252
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
By adjusting the target remuneration, the Supervisory Board ensures that the
Executive Board remuneration remains competitive, in order to attract and re-
tain the best and most suitable candidates for a position on the Executive
Board. The adjustment is in line with the 2021 remuneration system. At the
same time, the Supervisory Board reviewed the appropriateness of Executive
Board remuneration in the 2023 financial year to ensure that the amount of
remuneration is still in line with the market and continues to meet regulatory
requirements. Further information on the review of appropriateness can be
found in the section "Appropriateness of Executive Board remuneration”.
The Supervisory Board believes it is vitally important to have a clear link be-
tween Executive Board members' remuneration and their performance ("pay
for performance"). A large proportion of Executive Board remuneration there-
fore consists of performance-based remuneration components. For this reason,
and because strategically relevant indicators are used as performance criteria,
the amount of Executive Board remuneration is closely linked to the perfor-
mance of Deutsche Börse Group.
Further information
The overall target achievement of the Executive Board members for the PSP
Tranche 2019 is as follows:
2,944.3
Further information
Minimum
0%
100%
Target
Actual: 162.69%
Maximum
250%
A detailed description of the performance criteria, target achievement and re-
sulting payouts can be found in the section "Overall target achievement and
payouts from the PSP Tranche 2019".
Composition of the Executive Board and Supervisory Board
There were no changes among the members of the Executive Board and Su-
pervisory Board in 2023.
Principles of Executive Board remuneration
Executive Board remuneration serves as an important steering element for the
strategic direction of Deutsche Börse Group and makes a key contribution to
advancing and implementing the corporate strategy, as well as to the sustaina-
ble long-term development of Deutsche Börse AG. Choosing suitable perfor-
mance criteria for performance-based remuneration sets incentives to manage
the company sustainably and successfully over the long term and to drive the
realisation of its strategic objectives. In order to support a strong equity culture
and further align the interests of the Executive Board and shareholders, most
of the performance-based remuneration components are share-based.
Executive Board remuneration is based on the principle that Executive Board
members should receive appropriate remuneration in line with their perfor-
mance, functions and responsibilities. By setting ambitious performance crite-
ria, the Supervisory Board follows a strict pay-for-performance approach. The
long-term structure of the remuneration system, as expressed in the largely
multi-year assessment basis for the performance-based remuneration compo-
nents, also avoids creating incentives for taking unreasonable risks.
The following overview shows the main guidelines applied by the Supervisory
Board for the Executive Board remuneration:
PDF (A4)
Deutsche Börse Group - Annual report 2023
255
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Applicable guidelines
Applicable guidelines
Target direct remuneration
Remuneration report
Auditor's Report
5,076.6
Remuneration report
Overall target achievement PSP Tranche 2019
4,337.6
2,525.6
9.35
8.14
0%
100%
Maximum
Ø Actual: 178.78%
200%
2022
2023
2022
2023
2022
2023
In view of this successful growth, a proposal will be made at the Annual Gen-
eral Meeting 2024 to increase the dividend again to €3.80 for the 2023 fi-
nancial year. The successful performance in 2023, which included signifi-
cantly outperforming ambitious targets for further increases in net revenue and
EBITDA, was also reflected in the average achievement of 178.78 per cent for
the performance bonus. Net revenue and EBITDA, in addition to individual tar-
gets, are the three equally weighted criteria for the Performance Bonus.
A detailed description of the performance criteria, target achievement and re-
sulting payouts can be found in the chapter "Performance Bonus".
The tranche of the Performance Share Plan (PSP) granted in 2019 (PSP
Tranche 2019) ended at the close of the 2023 financial year. The overall tar-
get achievement in the PSP Tranche 2019 of 162.69 per cent reflects
Deutsche Börse Group's continued strong growth over the five-year perfor-
mance period. Targets were exceeded for both the performance criterion "Ad-
justed Net Income Growth" and the performance criterion “Total Shareholder
Return (TSR) Performance". The target achievement for relative TSR not only
reflects the strong absolute performance of the Deutsche Börse share on the
capital market, but also its above-average relative performance compared with
the relevant peer group.
PDF (A4)
Deutsche Börse Group - Annual report 2023
254
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Executive Board remuneration in 2023
1,430.0
260
1,100.0
In line with the objectives of the corporate strategy "Compass 2023",
Deutsche Börse Group has achieved significant organic and inorganic growth.
Two of the most important takeovers in the Group's history took place in this
period: the takeover of ISS and the acquisition of SimCorp A/S that was com-
pleted in the 2023 financial year. This growth implies greater responsibilities
for the Executive Board members, in a global market environment that is diffi-
cult overall and is also governed by an increasingly complex legal and regula-
tory framework.
Under these circumstances and in view of the extremely positive performance
by Deutsche Börse Group, the Supervisory Board has increased the target di-
rect remuneration (base salary, target amount of Performance Bonus and tar-
get amount of Performance Shares) for the Executive Board members by
10 per cent p.a., i.e. by 5 per cent for the 2023 financial year. No changes
were made to the company pensions of the Executive Board members in this
context.
Adjustment of target direct remuneration
Theodor Weimer
(CEO)
Christoph Böhm
(CIO/COO)
Thomas Book
(responsible for
Trading & Clearing)
Heike Eckert
(responsible for Governance,
People & Culture, Director of
Labour Relations)
Stephan Leithner
(responsible for
Pre- & Post-Trading)
Gregor Pottmeyer
(CFO)
At its meeting on 9 March 2023, the Supervisory Board voted to adjust the
target remuneration for Executive Board members with effect from 1 July
2023. The last adjustment was made seven years earlier in 2016. Over this
period, the size of Deutsche Börse Group and the complexity of its business
model, as well as of regulatory requirements, increased significantly, which
means that the scope and volume of the Executive Board members' responsi-
bilities have also continued to increase. Deutsche Börse Group's strong growth
is reflected in its financial performance indicators and in the number of divi-
sions, business models, employees and regions in which it operates world-
wide.
since 1 July until 30 June
2023
2023
since 1 July until 30 June
2023
2023
since 1 July until 30 June
2023
2023
since 1 July
2023
until 30 June
2023
since 1 July until 30 June
2023
2023
€ thous.
Adjustment of target remuneration for Executive Board members
Further information
Remuneration report
Auditor's Report
Remuneration report
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
Remuneration report
Introduction
The remuneration report describes the principles and the structure of the
remuneration of the Executive Board and Supervisory Board of Deutsche
Börse AG and reports on the remuneration awarded and due to members of
the Executive Board and Supervisory Board in 2023. The report was prepared
by the Executive Board and Supervisory Board in accordance with the require-
ments of section 162 Aktiengesetz (Stock Corporation Act, AktG) and follows
the recommendations and suggestions of the German Corporate Governance
Code (GCGC) as amended on 28 April 2022. It also takes into account the
current version of the guidelines of the working group for sustainable manage-
ment board remuneration systems, which is made up of the supervisory board
chairs of listed companies in Germany, as well as representatives of institu-
tional investors, academics and corporate governance experts.
Above and beyond the requirements of section 162 (3) AktG, the remuneration
report was reviewed by PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft both in a formal as well as a material audit.
The remuneration report and the attached memorandum on the review of the
remuneration report can be found on the Deutsche Börse AG website at
https://www.deutsche-boerse.com > Investor Relations > Corporate Govern-
ance Remuneration.
Review of the 2023 financial year
This review of the 2023 financial year explains the context in which the remu-
neration decisions were taken and enables their comprehensive perception.
Approval of the remuneration report 2022 by the Annual General
Meeting 2023
The remuneration report for the 2022 financial year was presented to the An-
nual General Meeting in 2023 for approval. The Annual General Meeting ap-
proved the remuneration report for 2022 by a majority of 91.69 per cent. This
was the second report on the implementation of the remuneration system that
I was approved by the Annual General Meeting in 2021 (2021 remuneration
system) with a majority of 94.97 per cent.
Thereafter, the Supervisory Board discussed the feedback from shareholders
and proxy advisers provided as part of the consultation on the remuneration
report. In view of the continued high approval rate and the positive feedback
from shareholders and proxy advisers, the Supervisory Board does not cur-
rently see any reason to make fundamental changes to the remuneration
report.
PDF (A4)
Deutsche Börse Group - Annual report 2023
251
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
since 1 July until 30 June
2023
2023
Base salary
1,650.0
560.0
568.5
516.7
568.5
516.7
616.0
560.0
616.0
560.0
Multi-year variable
remuneration
2,640.0
2,400.0
1,232.0
1,136.5
1,033.4
1,136.5
1,033.4
1,232.0
1,120.0
1,232.0
1,120.0
Performance Bonus
(Restricted Stock)
1,210.0
616.0
Performance Shares
1,100.0
(cash component)
1,500.0
792.0
720.0
715.0
650.0
715.0
650.0
792.0
720.0
792.0
720.0
One-year variable remuneration
1,210.0
1,100.0
616.0
560.0
568.5
516.7
568.5
516.7
616.0
560.0
616.0
560.0
Performance Bonus
1,210.0
Remuneration report
Auditor's Report
€ thous.
✓
1,176.0
Multi-year variable remuneration
560.0
588.0
560.0
588.0
Performance Bonus (cash component)
20.5
560.0
21.2
588.0
20.4
560.0
20.8
588.0
1.3
35.9
1.3
36.5
41.6
1,120.0
40.8
1,176.0
2,826.6
Total target remuneration
321.9
10.0
283.8
Pension expense
588.0
588.0
Performance Shares Tranche 2023-2027
0.8
560.0
Performance Shares Tranche 2022-2026
560.0
588.0
560.0
588.0
Performance Bonus (Restricted Stock)
41.0
1,120.0
42.4
560.0
100.0
21.7
22.8
2023
Gregor Pottmeyer
(CFO)
(responsible for Pre- & Post-Trading)
Stephan Leithner
Target remuneration (part 3)
100.0
2,531.9
12.1
306.1
10.4
100.0
2,602.8
269.5
17.0
100.0
455.7
2,682.5
9.6
100.0
2,587.2
Total target remuneration
249.8
Pension expense
€ thous.
2023
%
2022
2022
26.3
720.0
27.3
756.0
26.3
720.0
26.8
756.0
One-year variable remuneration
0.8
Fringe benefits
%
€ thous.
2022
2022
2023
%
€ thous.
%
€ thous.
2023
Base salary
2,743.6
11.7
100.0
216.8
50% for Restricted
Stock with four-year
blocking period
■ Payout: 50% in cash,
target amount
■ Cap: 200% of
■ Target achievement:
0-200%
targets (incl. ESG
targets¹)
■ 1/3 individual
(market consensus &
absolute growth)
■ 1/3 EBITDA
■ Performance criteria:
■1/3 net revenue
(market consensus &
absolute growth)
Performance
Bonus Plan
■ Plan type:
■ Risk benefits in the
case of permanent
occupational disability
or death
■ Benefit generally paid
out in the form of a
monthly pension
■In principle defined
contribution pension
scheme
Current remuneration system since 2021 financial year
■ Company car,
insurance cover,
reimbursement of
expenses for main-
taining a second
home, relocation
costs, assumption of
security costs, possible
one-off compensation
payments to newly
appointed Executive
Board members for
forfeited variable
remuneration from
previous employers
■ Amount based on
knowledge and
experience relevant
to position
■ Fixed, contractually
agreed remuneration
paid out in twelve
equal instalments
■ Plan type:
Performance
Share Plan
■ Performance criteria:
"
■ 50% relative TSR2
Deutsche Börse Group - Annual report 2023
PDF (A4)
Earnings per share
3) EPS
2) TSR = Total Shareholder Return
1) ESG targets = Environmental, social, governance targets
■ Ordinary Board
members: €6,000,000
■ CEO: € 12,000,000
Differentiation between
CEO and ordinary
Board members
Maximum
remuneration
■ Amount: 200%
(CEO)/100% (ordinary
Board members) of
gross base salary
■Build-up period:
Four years
Compliance clawback
and malus clause
invest in shares
Payout: Payout
following five-year
performance period
in one tranche with
requirement to fully
■ Performance period:
Five years
target amount
Cap: 400% of
Target achievement:
0-242%
■ 25% ESG targets
25% EPS3-
growth rate
■ Performance clawback
Share ownership
guidelines
Malus/clawback
Restricted Stock)
The maximum remuneration includes all payouts of non-performance-based
remuneration (base salary, fringe benefits, pension and risk protection) and
performance-based remuneration components (Performance Bonus, Perfor-
mance Shares), whereby the pension and risk protection are based on the ser-
vice cost.
The Supervisory Board has defined a maximum remuneration for Executive
Board members in accordance with section 87a (1) sentence 2 no. 1 AktG,
which limits the maximum payouts of compensation promised in one financial
year. In the 2021 remuneration system, maximum remuneration for the Chief
Executive Officer is €12,000,000 and for the ordinary Executive Board mem-
bers €6,000,000.
Compliance with maximum remuneration
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
It will only be possible to report on compliance with maximum remuneration
for 2023 after the payout for the tranche of Performance Shares granted in
2023. To the extent that the payout from Performance Shares would result in
the maximum remuneration being exceeded, the payout would be reduced ac-
cordingly to ensure compliance with the maximum remuneration.
Q
Deutsche Börse Group - Annual report 2023
PDF (A4)
100.0
2,733.8
100.0
2,773.3
10.9
297.9
7.8
258
542.3
A maximum remuneration also existed prior to the 2021 remuneration system
to cap the annual payouts from remuneration components. It was set at
€9,500,000 for each active Executive Board member and was always com-
plied with.
In structuring the remuneration, the Supervisory Board strives to ensure that
the overall framework for remuneration within the Executive Board is as uni-
form as possible. The remuneration system for Executive Board members con-
sists of non-performance-based and performance-based components.
Shares
Performance Bonus Performance
(inclusive
Components
Pension and
risk coverage
Contractual
fringe benefits
Base salary
Further information
Remuneration report
Auditor's Report
Remuneration report
Overview of the remuneration structure for Executive Board
members
Overview 2021 remuneration system
Combined management report
Executive and Supervisory Board
Q
259
Deutsche Börse Group - Annual report 2023
PDF (A4)
The following overview shows the main elements of the 2021 remuneration
system.
In addition, the company's share ownership guidelines require Executive Board
members to invest a substantial amount in Deutsche Börse AG shares during
their term of office.
The non-performance-based remuneration components consist of base salary,
contractual fringe benefits and provisions for retirement and risk protection.
The performance-based component consists of the Performance Bonus and the
Performance Shares.
Consolidated financial statements/notes
Further information
542.3
516.7
19.3
1,155.0
One-year variable remuneration
1.0
28.4
0.9
25.3
1.1
60.5
1.0
60.6
Fringe benefits
26.2
720.0
26.8
756.0
25.8
1,500.0
26.3
1,100.0
19.0
588.0
20.8
588.0
1,100.0
1,155.0
Performance Bonus (Restricted Stock)
40.7
1,120.0
41.6
1,176.0
41.3
1,575.0
2,400.0
2,520.0
Multi-year variable remuneration
560.0
588.0
1,100.0
1,155.0
Performance Bonus (cash component)
20.3
560.0
42.0
560.0
Base salary
%
Executive and Supervisory Board
Q
256
Deutsche Börse Group - Annual report 2023
PDF (A4)
In order to assess whether the remuneration is in line with usual levels within
the company (vertical comparison), the Supervisory Board - in accordance
with the recommendations of the GCGC - also takes into account the ratio of
Executive Board remuneration to the remuneration of senior managers and the
workforce as a whole, and how the various salary grades have developed over
time. In this context, senior managers mean the two management levels below
the Executive Board. The Supervisory Board considers the remuneration ratio
with regard to the employees of Deutsche Börse AG and the employees of
Deutsche Börse Group overall.
To do so, the Supervisory Board may engage external experts who are inde-
pendent of the Executive Board and the company. The horizontal comparison
is based on relevant national and international peer groups. The Supervisory
Board selects the peer groups based on the criteria country, size and industry
sector as stipulated in AktG. Based on the country criterion and given their
comparable size, DAX-listed companies are considered as a suitable peer
group for the purpose of the horizontal comparison. In order to reflect the in-
dustry-sector criterion, European financial institutions were used as customers
and competitors of Deutsche Börse Group, as well as international stock ex-
change operators as additional peer groups.
The remuneration of Executive Board members is determined by the Supervi-
sory Board on the basis of the remuneration system, whereby the Nomination
Committee prepares the Supervisory Board's decision. The Supervisory Board
ensures that remuneration is appropriate to the corresponding Executive Board
member's tasks and performance, as well as to the company's financial situa-
tion, and that it does not exceed common market pay levels without special
justification. For this purpose, the Supervisory Board conducts a regular hori-
zontal and vertical peer group comparison, generally every other year.
Appropriateness of Executive Board remuneration
The Supervisory Board, being advised by its Nomination Committee, deter-
mines the remuneration system for the members of the Executive Board. The
remuneration system adopted by the Supervisory Board is presented to the An-
nual General Meeting for approval. The Supervisory Board reviews the remu-
neration system regularly with the support of its Nomination Committee. After
any significant changes, but not less than every four years, the Supervisory
Board again presents the remuneration system to the Annual General Meeting
for approval.
Process for determining, implementing and reviewing the remunera-
tion system
Strengthening responsible action by using ESG targets
Performance Bonus and Performance Shares are completely performance-based
and can entirely lapse
Long-term orientation and strong capital market focus
✓
Ensuring the appropriateness of remuneration.
✓
Conformity with the requirements of the German Stock Corporation Act (AktG) and
the recommendations and suggestions of the German Corporate Governance Code
(GCGC) as well as orientation towards the Guidelines for sustainable Management
Board remuneration systems
Clear alignment with the growth strategy
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
€ thous.
2022
2023
2023
2022
%
€ thous.
%
€ thous.
2022
2022
%
2023
Christoph Böhm
(CIO/COO)
(CEO)
Theodor Weimer
Target remuneration (part 1)
In their service contract, each Executive Board member is promised a target re-
muneration in line with common market levels, which depends largely on their
relevant knowledge and experience for the role. It is also based on the target
remuneration for the other Executive Board members. As described in the
chapter "Review of the 2023 financial year”, the target remuneration of the Ex-
ecutive Board members was adjusted in the 2023 financial year and the target
direct remuneration increased as of 1 July 2023 by 10 per cent p.a., i.e. by
5 per cent for the 2023 financial year. On this basis, the total target remuner-
ation for the Executive Board members for 2023 was as follows:
Target remuneration
The last review of appropriateness took place in the 2023 financial year. The
Supervisory Board was supported by an independent external advisor and the
Executive Board remuneration was found to be appropriate.
The results of the review are taken into account by the Supervisory Board
when setting the target remuneration for the Executive Board members, which
also ensures that the Executive Board remuneration is appropriate.
Further information
2023
Performance Shares Tranche 2022-2026
1,300.0
560.0
19.3
516.7
21.0
542.6
1.0
25.7
0.9
23.3
1.0
26.7
1.1
27.4
25.7
650.0
26.2
682.5
24.2
650.0
26.4
542.6
20.8
516.7
20.4
516.7
Performance Shares Tranche 2022-2026
516.7
542.6
516.7
542.6
Performance Bonus (Restricted Stock)
40.8
1,033.4
682.5
41.7
38.5
1,033.4
41.9
1,084.9
516.7
542.6
516.7
542.6
Performance Bonus (cash component)
Multi-year variable remuneration
1,084.9
One-year variable remuneration
Fringe benefits
Base salary
Deutsche Börse Group - Annual report 2023
PDF (A4)
100.0
2,752.6
100.0
2,823.7
11.8
324.2
9.9
257
278.4
745.9
5,806.4
11.4
100.0
5,994.4
Total target remuneration
683.8
Pension expense
588.0
1,365.0
Performance Shares Tranche 2023-2027
12.8
100.0
Performance Shares Tranche 2023-2027
Q
Combined management report
%
€ thous.
2022
2022
2023
%
€ thous.
2023
2022
%
2022
€ thous.
Executive and Supervisory Board
2023
%
2023
(responsible for Governance, People & Culture, Director of Labour Relations)
Heike Eckert
Thomas Book
(responsible for Trading & Clearing)
Target remuneration (part 2)
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
€ thous.
1,120.0
13.4
The target value determines the lower limit, which is 85 per cent of the target
value and so €3,890.6 million for the 2023 financial year. The upper limit is
110 per cent of the target and so €5,034.9 million.
EBITDA
Net revenue +
Overall target achievement (0-200%)
Target amount
Performance Bonus
Further information
Auditor's Report
Remuneration report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
266
Deutsche Börse Group - Annual report 2023
PDF (A4)
A Performance Bonus with a certain target amount is agreed with each Execu-
tive Board member every year, with target achievement being measured over
the course of a financial year. In total, an overall target achievement ranging
from O per cent to 200 per cent is possible. This means that a complete loss
of the Performance Bonus is also possible.
The Performance Bonus is intended to set incentives for the realisation of op-
erational objectives which are materially important to the long-term develop-
ment of Deutsche Börse AG. For this reason, the performance criteria include
net revenue and EBITDA, financial indicators which are vital for the successful
execution of the corporate strategy and create incentives for profitable growth.
Individual targets make it possible to differentiate performance according to the
operational and strategic responsibilities of the individual Executive Board
members. At the same time, the individual targets allow the Executive Board
as a whole to be guided, particularly in terms of achieving core strategic tar-
gets which are essential for the implementation of the corporate strategy.
The Performance Bonus comprises, in equal parts, a cash portion and a share-
based portion (performance-based restricted stock). The target achievement
and the resulting cash payout, as well as the amount to be invested in shares
(performance-based restricted stock), are measured based on three equally
weighted performance criteria: net revenue, EBITDA and individual targets.
Principles of the Performance Bonus
Performance Bonus
Performance
Shares
Performance Bonus (Cash component): 200% target achievement
Performance Bonus (Restricted stock): 200% target achievement
Performance Shares: 242% target achievement
+
(Market expectation & (Market expectation &
absolute growth
year-on-year)
1/3
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
267
Deutsche Börse Group - Annual report 2023
PDF (A4)
Target achievement for the market expectation component of net revenue
To calculate the target achievement for the market expectation component of
net revenue, a target value is set by the Supervisory Board before the financial
year begins. The target value set by the Supervisory Board is based on capital
market consensus. In this way the Supervisory Board ensures that the target is
in line with investors' expectations for the upcoming financial year. For 2023
the Supervisory Board set a target of €4,577.2 million.
The target achievement for the market expectation component and the target
achievement for the growth component are added to calculate the target
achievement for the net revenue performance criterion.
Performance Bonus (Cash component): 100% target achievement
Performance Bonus (Restricted stock): 100% target achievement
Performance Shares: 100% target achievement
The basis is net revenue as reported in the consolidated financial statements.
This consists of revenue plus net interest income from banking business and
other operating income, less volume-related costs. Using net revenue as a per-
formance criterion for the Performance Bonus is intended to incentivise the de-
sired growth in net revenue. This serves as the basis for all the other activities
carried out by Deutsche Börse AG and for its long-term, sustainable success.
The overall target achievement for the Performance Bonus is measured using
the performance criteria net revenue, EBITDA and individual targets. Target
achievement of 0 per cent to 200 per cent is possible for each performance
criterion.
Restricted 4-year-
stock blocking
period
50%
1/3
Individual
targets
(including
ESG targets)
Cash
50%
Criteria for the Performance Bonus
1/3
year-on-year)
absolute growth
Net revenue
Performance Bonus (Cash component): 0% target achievement
Performance Bonus (Restricted stock): 0% target achievement
Performance Shares: 0% target achievement
Performance Bonus
(Restricted stock)
Details
PDF (A4)
As the core principle of Executive Board remuneration at Deutsche Börse AG,
the focus is always on pay for performance. The following overview illustrates
this for an ordinary Executive Board member using three performance scenar-
ios to highlight the connection between target achievement and amount of di-
rect remuneration:
interests
Shareholder
ESG targets
EPS
Relative TSR
Performance
Shares
performance period
Five-year
Performance Shares
Deutsche Börse Group - Annual report 2023
Restricted stock
Growth component
✓
✓
Market expectation
component
Performance
Bonus
EBITDA
ability
Profitability
Growth
Sustain-
Performance
criteria/aspect
Net revenue
Remuneration
component
Individual targets
(incl. ESG targets)
To calculate the target achievement in the market expectation component, the
net revenue as reported, which amounted to €5,076.6 million in 2023, is ad-
justed for M&A transactions not included in the target setting. This ensures
that the target achievement is measured by reference to the target set. Net rev-
enue for the measurement of target achievement was reduced by
€-198.0 million in the 2023 financial year to reflect the takeover of
SimCorp A/S, which was not included in the target set. On this basis the ac-
tual value was €4,878.6 million.
265
Executive and Supervisory Board
Maximum target
achievement
100% target
achievement
Minimum target
achievement
Base salary
Scenario
Performance Bonus
(Cash component)
Maximum target achievement
100% target achievement
Minimum target achievement
16%
31%
Q
23%
23%
26%
23%
32%
100%
Pay for performance
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
26%
Strategic alignment
Target achievement curve Net revenue
200
200
Target achievement (%)
Target achievement curve EBITDA
To calculate the target achievement for the market expectation component,
EBITDA as reported, which was €2,944.3 million in the 2023 financial year,
is adjusted firstly for the financial effects of any non-budgeted M&A transac-
tions in the year of the legally binding agreement on the respective M&A trans-
action, and secondly for any material extraordinary non-recurring effects that
were not, or not fully, budgeted for, and which were not caused by the current
Executive Board. EBITDA for the measurement of target achievement was ad-
justed by €-2.4 million in the 2023 financial year to reflect the takeover of
SimCorp A/S, which was not included in the target set. On this basis the ac-
tual value was €2,941.9 million.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
269
Deutsche Börse Group - Annual report 2023
PDF (A4)
The basis is EBITDA as reported in the consolidated financial statements. This
stands for earnings before interest, tax, depreciation, amortisation and impair-
ment losses. One of the main pillars of the corporate strategy, alongside abso-
lute growth, is the profitability of this growth. To reflect this strategic rele-
vance, EBITDA has been established as a key indicator for the purpose of
managing Deutsche Börse AG and implementing the corporate strategy, and
thus serves as a performance criterion for the Performance Bonus.
EBITDA
200.00
51.11
17.04
4,337.6
5,076.6
165.85
revenue
100
Determination of actual value EBITDA
€m
"As reported"
270
Deutsche Börse Group - Annual report 2023
PDF (A4)
To determine the growth component of EBITDA, EBITDA as reported may only
be adjusted for any material extraordinary non-recurring effects that were not
or not fully budgeted for, and which were not caused by the current Executive
Board.
As in the net revenue criterion, the growth component of EBITDA ensures that
the focus on absolute growth is maintained, in addition to the target based on
investor expectations. To measure the target achievement for the growth com-
ponent of EBITDA, the actual percentage change in EBITDA compared with
the previous year's EBITDA is multiplied by three.
Target achievement for the growth component of EBITDA
2,665.1
2,941.9
10.39
200.00
Target
achievement
2023
Target achievement %
Deviation %
Actual value €m
Net
Target value €m
This represents a target achievement of 200.00 per cent in the market expec-
tation component of EBITDA.
EBITDA (€m)
2,941.9
2,931.6 2,941.9
(110%)
2,665.1
(Zielwert)
2,265.3
(85%)
2,944.3
- 2.4
0
EBITDA 2023
Actual value
Adjustments
Target achievement EBITDA
The target value determines the lower limit, which is 85 per cent of the target
value and so €2,265.3 million for the 2023 financial year. The upper limit is
110 per cent of the target value and so €2,931.6 million for the 2023 finan-
cial year.
Target achievement for the market expectation component of EBITDA
To calculate the target achievement for the market expectation component of
EBITDA, a target value is set by the Supervisory Board before the financial
year begins. The target value is determined by multiplying the EBITDA margin
in the previous year by the target value for the performance criterion net reve-
nue for the upcoming financial year, as described above. For the 2023 finan-
cial year, the Supervisory Board set a target value of €2,665.1 million.
The target achievement for the market expectation component and the target
achievement for the growth component are added to calculate the target
achievement for the EBITDA criterion.
Target
achievement
2023
Target achievement %
Deviation %
Actual value €m
Target value €m
Target achievement value Net revenue
This represents a target achievement of 165.85 per cent in the market expec-
tation component of net revenue.
Net revenue (€m)
(110%)
5,034.9
4,878.6
4,577.2
4,878.6
6.58
165.85
4,577.2
(100%)
0
- 198.0
4,878.6
Net revenue
2023
100
Actual value
Adjustments
"As reported"
€m
Determination of actual value Net revenue
Further information
166
3,890.6
(85%)
Target achievement (%)
Target achievement for the growth component of net revenue
The growth component establishes a link between the focus on absolute
growth, on the one hand, and investor expectations, on the other. This incen-
tivises both internal and external growth expectations in order to sharpen the
focus on strategic growth. The indicator net revenue as reported is used for the
growth component, which includes any M&A effects.
PDF (A4)
%
Overall
target
achievement
Net revenue
%
achievement
Target
%
% achievement
Change
Net revenue
2022
€m
Net revenue
2023
€m
component
target
expectation
Market
To measure the target achievement for the growth component of net revenue,
the actual percentage change in net revenue compared with the previous
year's net revenue is multiplied by three.
Growth component
Adding the target achievement for the market expectation and growth compo-
nents gives a maximum overall target achievement for net revenue of
200.00 per cent in 2023.
Whereas net revenue in the 2022 financial year was €4,337.6 million, the
figure in the 2023 financial year was €5,076.6 million, which is an increase
of 17.04 per cent. This means the target achievement for the 2023 financial
year in the growth component of net revenue was 51.11 per cent.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
268
Deutsche Börse Group - Annual report 2023
Target achievement Net revenue 2023
The performance criteria and other important aspects of the performance-
based remuneration components address the core pillars of the corporate strat-
egy. The following chart illustrates the close link between the corporate strat-
egy and the performance criteria and key aspects of the performance-based re-
muneration.
5,076.6
Performance-based remuneration components account for the majority of the
Executive Board members' remuneration. Performance-based remuneration
comprises a Performance Bonus and Performance Shares. The performance-
based remuneration components are mostly assessed on a multi-year basis to
ensure the sustainable long-term development of Deutsche Börse AG. They are
also mostly share-based, which aligns the interests of the Executive Board and
the shareholders. Performance-based remuneration is calculated largely on the
basis of long-term performance by measuring various performance criteria over
five years (Performance Shares and performance-based restricted stock: a one-
year performance period plus a four-year blocking period). The cash portion of
the Performance Bonus (annual payout) is the only short-term element of the
performance-based remuneration. The performance criteria include both finan-
cial and non-financial targets. In order to systematically pursue the idea of pay
for performance, the performance criteria are set ambitiously. In order to take a
holistic approach to the company's success, different performance criteria are
used for the Performance Bonus and Performance Shares.
240.0
240.0
265.0
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
264
4,087.9
4,957.8
455.7
48.0
249.8
50.0
500.0
€ thous.
€ thous.
€ thous.
€ thous.
2022
2023
2022
2023
2023
%
50.0
€ thous.
48.0
500.0
2023
€ thous.
2022
€ thous.
2023
%
2022
%
2023
2022
Risk-based part
(disability and death)
Retirement benefit
€ thous.
€ thous.
Theodor Weimer
500.0
1,200.0
50.0
50.0
600.0
600.0
665.6
702.1
18.3
43.8
4,079.6
3,259.9
Christoph Böhm
1,200.0
2022
2023
€ thous.
500.0
Present value of
pension commitments
240.0
240.0
48.0
48.0
500.0
500.0
Stephan Leithner
690.9
1,005.6
46.2
27.2
274.9
259.9
200.0
220.0
40.0
44.0
500.0
500.0
Heike Eckert¹
1,320.6
1,662.5
27.2
In accordance with recommendation G.8 GCGC, targets and reference parame-
ters set by the Supervisory Board for performance-based remuneration compo-
nents for each upcoming financial year may not be changed retrospectively.
242.3
301.5
8.9
20.5
Service cost
IAS 19
Replacement rate
Pensionable income
PDF (A4)
Deutsche Börse Group - Annual report 2023
Thomas Book
Executive Board member
Retirement benefits (defined benefit pension system)
1) The contribution percentage for Heike Eckert was adjusted to 48 per cent with effect from 1 July 2023.
3,695.7
4,359.5
8.9
5.3
289.0
211.4
240.0
240.0
48.0
48.0
500.0
500.0
Gregor Pottmeyer
1,450.0
1,794.8
€ thous.
€ thous.
2022
%
2023
approx. 25%
PDF (A4)
Deutsche Börse Group - Annual report 2023
Pension and
risk coverage
Contractual
fringe benefits
Share ownership
guidelines (SOG)
Long-term focus
Approx. 70% of performance-based
remuneration is long-term and share-based
Build-up period of four years after appointment - requirement to hold shares
until end of term of office - 200% (CEO)/100% (ordinary Board members) of
gross base salary
261
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
Application of remuneration components in 2023 in detail
Non-performance-based remuneration components
Base salary
The members of the Executive Board receive a fixed base salary, which is paid
in twelve equal monthly instalments. When setting the amount of base salary,
the Supervisory Board is guided by the relevant knowledge and experience of
the Executive Board members for their respective role.
Fringe benefits
Executive Board members receive contractually agreed fringe benefits. These
include, inter alia, an appropriate company car for business and personal use.
They also receive taxable contributions towards private pensions. In addition,
the company takes out appropriate insurance coverage for them. This included
accident insurance in the 2023 financial year. Another fringe benefit in the
2023 financial year was the use of carpool vehicles or vehicles with drivers.
297.0
Five-year performance period
Executive Board members were not granted any other fringe benefits in the
2023 financial year apart from those mentioned.
Performance Shares
5
Performance-based remuneration components
2022
Remuneration report
Auditor's Report
Remuneration report
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
To ensure the pay for performance orientation of Executive Board remunera-
tion, around 70 per cent of the target direct remuneration consists of perfor-
mance-based remuneration components. Furthermore, around 70 per cent of
this performance-based remuneration has a multi-year assessment basis and
is also share-based. This ensures that the remuneration structure is aligned
with the company's sustainable long-term development. It also ensures that
the performance-based remuneration to reward the achievement of long-term
targets is higher than that for short-term targets and that the interests of the
Executive Board are aligned with those of shareholders.
The base salary accounts for around 30 per cent of the target direct remunera-
tion. The Performance Bonus, which is paid out after the respective financial
year, accounts for approx. 22.5 per cent of the target direct remuneration. The
Performance Bonus, which is available to the Executive Board members after a
further four financial years (performance-based restricted stock) also accounts
for approx. 22.5 per cent. Performance Shares account for approx. 25 per cent
of the target direct remuneration.
Structure
Pay-for-performance
High variable proportion
(70% of target direct remuneration)
Base salary
approx. 30%
50% in cash
Performance Bonus
approx. 45%
2
Financial years
3
4
50% performance-based restricted stock -
blocking period of four years
In the 2023 financial year, there was also directors & officers (D&O) insurance
for Executive Board members.
Further information
As another non-performance-based component of the remuneration system the
Executive Board members are entitled to a pension as well as invalidity and
life insurance.
263
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
Retirement benefits (defined contribution pension system)
Pensionable income
Deutsche Börse Group - Annual report 2023
Contribution percentage
IAS 19
Service cost
Present value of
pension commitments
Executive Board
member
2023
€ thous.
2023
%
2022
%
Pension and risk coverage
Contribution
PDF (A4)
2022
€ thous.
In the event that an Executive Board member becomes permanently incapable
of working, the defined benefit pension agreements for Executive Board mem-
bers provide for a transitional payment. The amount of this payment corre-
sponds to the target amount of performance-based remuneration (Performance
Bonus and Performance Shares) in the year in which the event triggering the
benefits occurs. It is paid out in two tranches in the two following years. If an
Executive Board member dies, their spouse receives 60 per cent of the transi-
tional payment.
The members of the Executive Board are generally entitled to receive retire-
ment benefits upon reaching the age of 60, provided that they are no longer in
the service of Deutsche Börse AG at that time. A different rule applies to
Thomas Book, who is entitled to retirement benefits on reaching the age of 63.
The Supervisory Board reviews and determines the pensionable income that is
used as the basis for retirement benefits. Executive Board members normally
receive a defined contribution pension. An exception applies to Executive
Board members with existing entitlements from previous positions within
Deutsche Börse Group. In this case, they may receive a defined benefit pen-
sion instead. This exception only applies to Thomas Book.
The pensionable income and the present value of the pension commitments as
at 31 December 2023 are shown in the following tables in consolidated form
for each Executive Board member:
Defined contribution pension system
The rules of the defined contribution pension scheme apply to Theodor Wei-
mer, Christoph Böhm, Heike Eckert, Stephan Leithner and Gregor Pottmeyer.
PDF (A4)
Deutsche Börse Group - Annual report 2023
262
Q
Executive and Supervisory Board
Combined management report
Under the defined contribution pension scheme, the company makes an an-
nual capital contribution to the scheme for each calendar year that a member
serves on the Executive Board. This pension contribution is calculated by ap-
plying an individual contribution rate to their pensionable income. The Super-
visory Board determines and regularly reviews the pensionable income. The
annual capital contributions calculated in this way bear interest of at least
3 per cent per annum. As a rule, retirement benefits are paid as a monthly
pension. However, the Executive Board member may choose for payment to be
made in the form of a one-off lump sum or as five instalments. The entitle-
ments vest in accordance with the provisions of Betriebsrentengesetz (German
Company Pensions Act).
Remuneration report
Consolidated financial statements/notes
members with defined benefit pensions receive an amount calculated by ap-
plying the achieved replacement rate to the respective pensionable income.
Executive Board members with defined contribution pensions receive the plan
assets already accrued when the pension benefits fall due, plus a supplement.
The supplement corresponds to the full annual pension contribution that
would have been due in the year of departure multiplied by the number of
years between the date on which the pension benefits fall due and the Execu-
tive Board member's sixtieth birthday. If an Executive Board member dies,
their surviving spouse receives 60 per cent and each eligible child 10 per cent
(for full orphans: 25 per cent) of the amount presented above, however up to
a maximum of 100 per cent of the pension contribution.
A key element of the retirement benefits is insurance coverage for Executive
Board members in the event of permanent incapacity for work or death. If an
Executive Board member has a permanent occupational disability, the com-
pany has the right to put that Executive Board member into retirement. A per-
manent occupational disability arises if the Executive Board member is incapa-
ble of working for more than six months and it is not expected that they will be
fit to return to work within another six months. In this case, Executive Board
Transitional payments
Permanent incapacity to work and death benefits
Members of the Executive Board are entitled to an early pension if the com-
pany does not extend their service agreements, unless the reasons for doing so
are attributable to the Executive Board member or would justify terminating the
agreement without observance of a notice period. As in the case of a retire-
ment pension, the amount of the early pension is calculated by applying the
replacement rate to the respective pensionable income. Executive Board mem-
bers with a defined contribution pension are not eligible for an early pension.
Defined benefit pension system (legacy commitment)
After reaching the contractually agreed retirement age, beneficiaries covered by
the defined benefit pension system receive a certain proportion of their individ-
ual pensionable income as a pension, known as the replacement rate. The re-
quirement is that the respective Executive Board member was in office for at
least three years and was reappointed at least once. As is the case under the
defined contribution scheme, the Supervisory Board determines and regularly
reviews the pensionable income. The replacement rate depends on the length
of Executive Board service and number of reappointments, and amounts to a
maximum of 50 per cent. The payment terms and the rules governing vesting
correspond to those of the defined contribution scheme.
Further information
Remuneration report
Auditor's Report
Effectiveness of the compliance and human resources function
Heike Eckert
120%
2
1
Target
achievement
Target
Ongoing development and implementation of the Human Resources strategy with particular regard to diversity and inclusion
for the whole Deutsche Börse Group, and contribute to preparing the new corporate strategy for Deutsche Börse Group (Hori-
zon 2026)
130%
120%
25% each
Contribution to effective collaboration between divisions, in particular:
Effectiveness in the ongoing development of processes and structures at Deutsche Börse Group
110%
4
120%
to promote innovation, agility and overall group performance and
effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings
and other ad hoc issues)
Weighting
1
Business results in the Data & Analytics segment and Fund Services and Securities in accordance with the financial targets
adopted by the Supervisory Board for 2023 on the basis of market consensus
140%
2
3
Stephan Leithner
3
Executive Board member
PDF (A4)
Further information
to promote innovation, agility and overall group performance and
1
effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings
and other ad hoc issues)
Commercial results in Trading & Clearing segment in accordance with the financial targets for 2023 adopted by the Supervi-
sory Board on the basis of market consensus
140%
2
3
25% each
Thomas Book
25% each
Effectiveness of M&A origination and implementation, including post-merger integration in the Trading & Clearing segment
Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to the
Trading & Clearing segment and digitisation
100%
130%
Individual targets for Executive Board members (part 2)
4
130%
to promote innovation, agility and overall group performance and
•
effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings
and other ad hoc issues)
Deutsche Börse Group - Annual report 2023
272
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Contribution to effective collaboration between divisions, in particular:
Effectiveness of M&A origination and implementation, including post-merger integration in the Pre and Post-Trading segment
Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to the
Data & Analytics and Fund Services and Securities Services segment
effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings
and other ad hoc issues)
150%
Overall target achievement for the Performance Bonus 2023,
payable in 2024
Half the amount of the Performance Bonus resulting from the overall target
achievement is paid out in cash and half is invested in restricted stock in the
amount of the net payout. The cash payout is made with the regular salary
payment for the calendar month following the approval of the consolidated fi-
nancial statements, at the latest. The performance-based restricted stock
increases the long-term incentive effect of the Performance Bonus and aligns
the interests of the Executive Board even more closely with those of sharehold-
ers. Restricted stock is subject to a four-year blocking period in line with rec-
ommendation G.10 GCGC. The Executive Board member can only dispose of
the restricted stock freely after this four-year period.
The following table shows the target achievement and payout amounts for
each Executive Board member:
Further information
Overview of Performance Bonus 2023
Target achievement %
Payout amount € thous.
Executive Board member
Cash
component
Restricted
Stock
Net revenue
EBITDA
Individual
targets
Total
Cash
Restricted
Stock
Theodor Weimer
Christoph Böhm
1,155.0
1,155.0
200.00
168.05
200.00
Contribution to effective collaboration between divisions, in particular:
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
4
Contribution to effective collaboration between divisions, in particular:
140%
to promote innovation, agility and overall group performance and
•
effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings
and other ad hoc issues)
1
Effectiveness of accounting, controlling, taxes and risk management and in the implementation of SAP S/4 HANA
110%
2
Effectiveness of M&A origination and implementation, including post-merger integration, and in the corporate venturing portfo-
120%
170%
lio
Gregor Pottmeyer
25% each
4
Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to finan-
cial indicators and acceptance of the strategy by the capital markets
Contribution to effective collaboration between divisions, in particular:
140%
130%
to promote innovation, agility and overall group performance and
PDF (A4)
Deutsche Börse Group - Annual report 2023
273
Q
Executive and Supervisory Board
3
3
2,944.3
Christoph Böhm
successful in the long term are rewarded, as any unsuccessful investments
would have a negative impact on EPS.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
277
Deutsche Börse Group - Annual report 2023
PDF (A4)
Earnings per share (EPS) is used as an internal financial performance criterion.
The basis for the criterion is EPS as reported in the consolidated financial
statements. Alongside net revenue and EBITDA, EPS is the third key indicator
for measuring the successful implementation of the growth strategy. Imple-
menting EPS as a performance criterion for the Performance Shares incentiv-
ises long-term profitable growth in this remuneration component too, and re-
flects Deutsche Börse AG's focus on growth. Including EPS as a performance
criterion for the Performance Shares also ensures that only M&As that are
The performance of EPS is measured by its compound annual growth rate
(CAGR) over the five-year performance period.
Earnings per share (EPS)
Relative TSR against index (Percentile rank)
90th
60th
50th
0
50
50
100
The possible target achievement for the final number of Performance Shares
from this 50 per cent-weighted performance criterion ranges from O per cent to
250 per cent. By defining an ambitious target achievement curve, which starts
the payout only after the median has been exceeded, the Supervisory Board
emphasises the pay-for-performance approach to Executive Board remunera-
tion also with regards to the Total Shareholder Return.
The Total Shareholder Return (TSR) of the Deutsche Börse share compared
with the companies in the sector-specific index STOXX® Europe 600 Finan-
cials over the five-year performance period provides an external performance
criterion that is aligned with the capital market. The relative TSR emphasises
the alignment of interests between Executive Board and shareholders and also
integrates a relative performance metric into the remuneration system. This
creates a strong incentive to outperform the relevant peer group over the long
term.
Performance criteria for the PSP Tranche 2023
Relative Total Shareholder Return
250
The target achievement for the criterion relative TSR is disclosed at the end of
the performance period for the respective PSP tranche.
Target achievement (%)
The possible target achievement for the final number of Performance Shares
from this 25 per cent-weighted performance criterion ranges from O per cent to
250 per cent. The target defined by the Supervisory Board is an EPS CAGR of
7.5 per cent p.a. over the performance period. The cap was set at
18.75 per cent p.a. and the floor at O per cent p.a.
Target achievement curve EPS
Expansion of
ESG business
The targets in these four categories are clearly measurable and subject to spe-
cific target achievement curves. To measure overall target achievement for the
ESG targets, the first step is to calculate the target achievement in the four cat-
egories "External view”, “Employee satisfaction", "Expansion of ESG business"
and "CO2 neutrality" at the end of each financial year. These figures are then
added on a weighted basis and formally confirmed. At the end of the five-year
performance period, the second step is to measure the overall target achieve-
ment for the ESG targets by calculating the average of the annual target
achievements for ESG targets over the entire performance period. The possible
overall target achievement for the final number of Performance Shares from
this 25 per cent-weighted performance criterion ranges from O per cent to
217.5 per cent. The annual target achievement for the ESG targets and the
achievement in the individual categories of ESG targets are disclosed at the
end of each financial year.
Overview ESG targets
The ESG targets are defined on the basis of a catalogue of criteria with four
categories: "External view”, “Employee satisfaction", "Expansion of ESG busi-
ness" and "CO2 neutrality”. They reflect the different ESG aspects and cover
them holistically.
ESG targets are the third performance criterion for the Performance Shares and
are intended to further encourage the sustainable development of Deutsche
Börse Group. This underlines Deutsche Börse AG's focus on a holistic ap-
proach to its corporate responsibility and ensures its sustainable success as a
company.
ESG targets
The target achievement for the performance criterion EPS and any adjustments
are disclosed at the end of the performance period for the respective PSP
tranche.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
The detailed target achievement curve for EPS is as follows:
Executive and Supervisory Board
278
To measure target achievement, the reported EPS is adjusted for any amortisa-
tion of intangible assets, purchase price allocations (PPA) and transaction
costs in the case of large M&A transactions valued at more than €1 billion.
The PPA correction reflects the business model of Deutsche Börse AG and po-
tential M&A targets, since these typically only have minor tangible assets. Ad-
justing for transaction costs means the Executive Board is not penalised by
completing larger M&A transactions, which is in line with the growth strategy
by means of both organic and inorganic growth.
EPS CAGR over five years (%)
18.75
7.5
0
0
100
Deutsche Börse Group - Annual report 2023
PDF (A4)
250
Target achievement (%)
Q
Category
Target
Cap: 400% of
target amount
Payout in cash
Heike Eckert
Stephan Leithner
Gregor Pottmeyer
Target amount
€ thous.
Share price at grant Number of Performance
€
Shares granted
Maximum number of
Performance Shares
possible (242% target
achievement)
1,365.0
168.05
8,123
19,658
588.0
168.05
3,499
Thomas Book
8,468
168.05
3,228
7,812
542.3
168.05
3,228
7,812
588.0
168.05
3,499
8,468
588.0
542.3
with obliga-
tion to acquire
shares
Theodor Weimer
Christoph Böhm
The target achievement regarding the final number of Performance Shares is
determined after the end of a five-year performance period. The overall target
achievement for the Performance Shares is measured using the performance
criteria relative Total Shareholder Return (TSR), earnings per share (EPS) and
ESG targets. The financial performance criteria each allow for a target achieve-
ment of 0 per cent to 250 per cent, whereas the ESG targets allow for a target
achievement of 0 per cent to 217.5 per cent. The target achievement for the
criteria relative TSR and EPS is measured at the end of the five-year perfor-
mance period. The target achievement for the ESG targets is determined and
locked in at the end of every financial year, however. The final target achieve-
ment for the ESG targets is measured at the end of the five-year performance
period using the average target achievement over the financial years.
of virtual
Performance
Shares over
five-year
performance
period
Development
Target achievement curve relative TSR
The detailed target achievement curve for relative TSR is as follows:
25%
25%
50%
ESG targets
Relative TSR + EPS +
Overall target achievement (0-242%)
Performance period of five years
Target amount
8,468
Further information
Remuneration report
Remuneration report
Performance Shares
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
276
Deutsche Börse Group - Annual report 2023
PDF (A4)
The Executive Board members are obliged to invest the entire payout amount
after tax in shares of Deutsche Börse AG.
The final number of virtual Performance Shares is determined by the overall
target achievement for the performance criteria over the five-year performance
period, multiplied by the number of Performance Shares initially granted. The
final number of Performance Shares determined in this manner is multiplied
by the average XetraⓇ closing price for Deutsche Börse shares in the calendar
month preceding the end of the performance period, plus the dividends paid
during the performance period. This represents the development of the
Deutsche Börse share over the five-year performance period. The result of the
multiplication is the payout amount for the acquisition of real shares. The pay-
out amount from the Performance Shares is capped at 400 per cent of the tar-
get amount. It is due no later than with the regular salary payment for the cal-
endar month following the approval of the consolidated financial statements
after the end of the respective performance period.
Auditor's Report
33.3% each
External view
Good results in
three leading
independent ESG
ratings
Good results in
employee survey
Executive and Supervisory Board
Q
271
Deutsche Börse Group - Annual report 2023
PDF (A4)
The following table provides an overview of the targets for each Executive
Board member for 2023:
Up to four individual targets were defined for all Executive Board members at
the start of the 2023 financial year. The Nomination Committee and the Su-
pervisory Board both discussed the individual targets in detail. A decision on
the target achievement was taken on the basis of a detailed presentation and
assessment of the Executive Board's collective and individual performances.
Individual targets should contribute to an implementation of the corporate
strategy as well as the long-term, sustainable development of Deutsche Börse
AG. Targets can be based on both financial and non-financial indicators. ESG
targets are also potential individual targets. By defining financial and non-fi-
nancial targets and measuring their achievement, the Supervisory Board en-
sures that the implementation of the corporate strategy is advanced and pur-
sued sustainably, and that a holistic approach is taken to the success of
Deutsche Börse Group.
The targets are derived from the corporate strategy and promote its implemen-
tation. Strategic projects and initiatives can be used, as can operating
measures that serve directly or indirectly for the implementation of the corpo-
rate strategy.
incentive effect, each Executive Board member has no more than four targets
per financial year.
The individual targets are set by the Supervisory Board for each Executive
Board member for the upcoming financial year (or for the remainder of the
year if the member is appointed in the course of the year). Individual targets
may be defined for multiple or all Executive Board members together. When
setting individual targets, the Supervisory Board ensures that they are demand-
ing and quantifiable. To ensure this is the case, concrete figures or expecta-
tions are defined for the target achievement. To avoid any dilution of the
Individual targets
Combined management report
200.00
16.58
2,525.6
178.0
200.00
EBITDA
%
Overall
target
achievement
EBITDA
%
%
Target
% achievement
Change
EBITDA
2022
€m
EBITDA
2023
€m
49.73
Market
expectation
component
target
achievement
Consolidated financial statements/notes
Remuneration report
Auditor's Report
120%
Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to tech-
nological aspects
2
120%
Effectiveness of the IT organisation (i.e. operational stability, cyber-resilience, IT findings management, implementation of IT
transformation programmes such as cloud migration, SAP S/4HANA)
1
170%
Effective handling of critical situations (i.e. cum-ex topic, findings, interaction with regulators, legal proceedings and other
issues arising ad hoc)
4
180%
Effectiveness of M&A origination and implementation, including post-merger integration, and in the corporate venturing portfo-
lio, including strategic concept
3
Remuneration report
25% each
180%
Further development and acceptance of the new Corporate Strategy of Deutsche Börse Group for the years 2024-2026
(Horizon 2026)
2
180%
Reputation of Deutsche Börse Group (external and internal stakeholders)
1
Target
achievement
Target
Weighting
Executive Board member
Individual targets for Executive Board members (part 1)
Further information
Theodor Weimer
Employee
satisfaction
Growth component
Since the maximum target achievement of 200.00 per cent was achieved in
EBITDA as the market expectation component, the EBITDA growth component
is no longer added. The overall target achievement for the performance crite-
rion EBITDA is therefore 200.00 per cent in 2023 financial year.
The possible target achievement for the final number of Performance Shares
from this 6.25 per cent-weighted performance criterion ranges from O per cent
to 250 per cent. The Supervisory Board has defined a target value in the an-
nual employee survey of 71.5 per cent approval, and set upper and lower lim-
its. The cap is set at 84.5 per cent approval and the floor at 55.5 per cent ap-
proval.
250
Target achievement (%)
Target achievement curve ESG ratings
The detailed target achievement curve for the category "External view" is as
follows:
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
279
The detailed target achievement curve for the category "Employee satisfaction"
is as follows:
Deutsche Börse Group - Annual report 2023
The possible target achievement for the final number of Performance Shares
from this 6.25 per cent-weighted performance criterion ranges from O per cent
to 250 per cent. The Supervisory Board has chosen the 90th percentile as the
target and defined an upper and lower limit. The upper limit is the 99th per-
centile and the lower limit the 75th percentile.
In the "External view" category, the aim is to achieve good results in three
leading independent ESG ratings. The target achievement is based on the aver-
age ranking (percentile) in three leading independent ESG ratings determined
beforehand by the Supervisory Board. For the PSP Tranche 2023, the Supervi-
sory Board has chosen the ESG ratings from S&P, Sustainalytics and MSCI.
External view
5-year target with annual lock-in
6.25%
6.25%
6.25%
Achieve and
maintain
CO2 neutrality
CO2 neutrality
6.25%
Weighting
Logic
Growth in net
revenue from
ESG products
PDF (A4)
Target achievement EBITDA 2023
Further information
0
Whereas EBITDA in the 2022 financial year was €2,525.6 million, the figure
in the 2023 financial year was €2,944.3 million, which is an increase of
16.58 per cent. This means the target achievement for the 2023 financial
year in the growth component of EBITDA was 49.73 per cent.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
280
Basis: employee survey (%)
84.5
71.5
100
55.5
Deutsche Börse Group - Annual report 2023
PDF (A4)
A sustainable HR policy is also part of Deutsche Börse AG's sustainability
strategy. This particularly includes a high level of employee satisfaction. To
emphasise this, good results in the annual employee survey are integrated as
an additional ESG target. The survey is carried out by an independent external
provider.
Employee satisfaction
100
Average percentile in ESG ratings
250
Target achievement (%)
Target achievement curve Employee satisfaction
99th
90th
75th
0
192.67
Target value € thous.
2,225.3
2,225.3
2020
2021
2022
2023
2024
2025
2026
2027
PSP tranche 2019-2023 (5 years)
PSP tranche 2020-2024 (5 years)
PSP tranche 2021-2025 (5 years)
PSP tranche 2022-2026 (5 years)
PSP tranche 2023-2027 (5 years)
Current Tranches Performance Shares
General principles of the PSP Tranche 2023
The PSP provides each Executive Board member with a number of so-called
Performance Shares at the beginning of every financial year. The number of
these initial (virtual) Performance Shares is determined by dividing the amount
of the individual target remuneration in euros by the average XetraⓇ closing
price of Deutsche Börse shares in the calendar month preceding the start of
the performance period.
The relevant share price at grant for the PSP Tranche 2023, which was
granted at the beginning of the 2023 financial year and ends at the close of
the 2027 financial year, was €168.05. The individual target amounts, the
share price at grant, the number of virtual Performance Shares granted and the
potential maximum number of Performance Shares at the end of the perfor-
mance period are shown for the individual Executive Board members below:
Performance period ended in 2023 financial year
Performance period started in 2023 financial year
Deutsche Börse Group - Annual report 2023
PDF (A4)
275
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Grant of the PSP Tranche 2023
Executive Board member
Remuneration report
The Performance Share Plan supported by the selected financial performance
criteria supports the execution of the corporate growth strategy. On the other
hand, the inclusion of ESG targets in the PSP emphasises a focus on Deutsche
Börse AG's sustainable development. At the same time, the five-year perfor-
mance period encourages a focus, in particular, on the long-term development
of Deutsche Börse AG.
Remuneration report
Auditor's Report
The following overview shows the consolidated PSP tranches in the 2023 fi-
nancial year:
Performance Shares
940.5
940.5
Stephan Leithner
588.0
588.0
200.00
200.00
150.0
183.33
1,078.0
1,078.0
Gregor Pottmeyer
588.0
588.0
Executive Board members were granted the Performance Share Plan (PSP)
Tranche 2023 at the beginning of the 2023 financial year. The performance
period for the PSP Tranche 2019 also ended at the close of the 2023 financial
year. Other PSP tranches have also been granted in recent years, for which the
performance periods are still ongoing.
200.00
125.0
175.00
1,029.0
1,029.0
Deutsche Börse Group - Annual report 2023
PDF (A4)
274
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration report
Remuneration report
Auditor's Report
Further information
200.00
Further information
2019
3,499
120.0
200.00
200.00
542.6
542.6
Heike Eckert
949.5
949.5
175.00
125.0
200.00
173.33
542.6
200.00
588.0
588.0
200.00
200.00
173.33
1,019.2
1,019.2
120.0
542.6
Thomas Book
The purchase of shares under the Performance Bonus Plan and the Perfor-
mance Share Plan and purchases from private funds is carried out for Execu-
tive Board members by a service provider determined by Deutsche Börse AG
and engaged by the Executive Board member, which invests the respective
amounts in Deutsche Börse AG shares for the Executive Board member inde-
pendently, without any influence from the Executive Board member or the
company. Shares are purchased during the first four trading days in June of
each year that are consecutive calendar days.
Remuneration report
in %
Consolidated financial statements/notes
Share Ownership Guidelines
Combined management report
Executive and Supervisory Board
Q
286
Deutsche Börse Group - Annual report 2023
The PSP Tranche 2019 is paid out in three equal instalments from 2024 to
2026. The after-tax amount of the payout must be invested fully in Deutsche
Börse AG shares. Shares are purchased according to the automated procedure
described below.
Share Ownership Guidelines
Share ownership guidelines apply to all Executive Board members, which re-
quire the Executive Board members to invest a substantial amount in Deutsche
Börse AG shares during their term of office.
Remuneration report
The share ownership guidelines constitute a key element for aligning the inter-
ests of the Executive Board even more closely with those of shareholders. They
also align Executive Board remuneration more closely with the strategic objec-
tive of Deutsche Börse AG's long-term success. The remuneration system
obliges the CEO to hold 200 per cent and ordinary Executive Board members
100 per cent of their annual gross base salary in Deutsche Börse AG shares.
Notwithstanding this rule, an earlier contractual agreement obliges the current
CEO to hold 300 per cent and the ordinary Executive Board members
200 per cent of their annual gross base salary in Deutsche Börse AG shares.
Shares from the Performance Bonus and shares from the payout of Perfor-
mance Shares are also taken into account for the share ownership guidelines,
in addition to shares held privately.
PDF (A4)
The required shareholdings have to be acquired within a period of four years.
Auditor's Report
600
Theodor Weimer
361
200
Stephan Leithner
222
200
Heike Eckert
363
200
Further information
Thomas Book
334
Christoph Böhm
200
300
800
400
200
0
1,650.2
180.86
1,522.8
162.69
560.0
3,831.0
180.86
19,520
162.69
11,998
108.36
1,300.0
108.36
€ thous.
Closing price¹ Payout amount
Overall target Final number of
achievement Performance
Shares
%
Shares granted
€
Number of
Performance
at grant
Share price
€
5,168
162.69
8,408
5,168
108.36
560.0
1,650.2
180.86
8,408
162.69
5,168
108.36
560.0
200
180.86
7,759
162.69
4,769
108.36
516.7
1,650.2
180.86
8,408
Gregor Pottmeyer
Consolidated financial statements/notes
Status quo
Combined management report
Executive and Supervisory Board
Q
288
Deutsche Börse Group - Annual report 2023
PDF (A4)
There was no cause to apply the malus or clawback rules in the 2023 finan-
cial year, so the Supervisory Board did not reduce or recover any performance-
based remuneration.
Any such clawback is limited to the calendar year during which the reason has
occurred. The Supervisory Board is entitled to assert a clawback claim even af-
ter an Executive Board member has left the company, for a period of up to two
years following termination of the service contract. Any claims for damages re-
main unaffected by any clawback of performance-based remuneration.
Consolidated financial statements/notes
If performance-based remuneration components are determined or paid out on
the basis of incorrect data, e.g. incorrect consolidated financial statements, the
Supervisory Board can correct the figure or recover the remuneration compo-
nents already paid out (performance clawback).
In cases of serious misconduct by an Executive Board member, the Supervi-
sory Board may reduce their performance-based remuneration components
(Performance Bonus and Performance Shares) partially or fully (compliance
malus).
Under certain circumstances the Supervisory Board may reduce performance-
based remuneration components that have not yet been paid (malus) or may
claw back performance-based remuneration components previously paid out
(clawback).
Recovery (clawback) and reduction (malus) of the performance-
based remuneration
823
5,928.3
1,440.0
200
361
If performance-based remuneration components have already been paid out
the Supervisory Board can, in these cases, also partially or fully recover the
amounts paid (compliance clawback).
Remuneration report
Remuneration report
Auditor's Report
Further information
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
289
Deutsche Börse Group - Annual report 2023
PDF (A4)
If the service contract is terminated early for a good cause for which the Exec-
utive Board member is responsible, or if an Executive Board member steps
down before the end of the performance period without good cause or without
a corresponding agreement, any claims to the Performance Bonus and all Per-
formance Shares are forfeited.
Early termination for good cause
Executive Board members did not receive any benefits from third parties for
their work on the Executive Board in the 2023 financial year.
Information on third-party benefits
A post-contractual non-competition clause applies to members of the Executive
Board. This means that the Executive Board members are contractually prohib-
ited from acting for a competing company, or from undertaking competing ac-
tivities, for one year following the end of their service. Compensation of
75 per cent of the base salary and 75 per cent of the most recent Performance
Bonus is payable during the non-compete period. Pension benefits and any
severance payments are offset against the compensation. In addition, 50 per
cent of other earnings are deducted if these – together with the compensation
exceed the Executive Board member's most recent remuneration. The com-
pany may waive the post-contractual non-compete clause before the Executive
Board member's contract of service ends.
Post-contractual non-competition clause
The payouts for the Performance Bonus and the Performance Shares take
place on the dates and conditions originally agreed upon. Payouts are not
made any earlier. In accordance with the recommendation of the GCGC, an
exception applies in cases in which the service contract ends early because of
permanent incapacity or any other illness, or the death of the Executive Board
member. In these cases, the target amount of Performance Bonus and Perfor-
mance Shares is paid out immediately.
In the event that an Executive Board member's contract of service is termi-
nated early for a reason other than good cause, any payments made to the Ex-
ecutive Board member may not exceed the remuneration for the residual term
of their contract of service, and may also not exceed the value of two total an-
nual remuneration payments (severance cap). The payment is calculated on
the basis of the total remuneration for the past financial year and, where ap-
propriate, the expected total remuneration for the current financial year.
Early termination without good cause
Disclosures on severance payments
2,601.9
Required
1,440.0
222
Heike Eckert
Stephan Leithner
Gregor Pottmeyer
Theodor Weimer
Christoph Böhm
Thomas Book
Further information
Remuneration report
Auditor's Report
Remuneration report
Executive Board member
Share Ownership Guidelines
€ thous.
Required
Combined management report
Q
PDF (A4)
287
Deutsche Börse Group - Annual report 2023
The shares held by Gregor Pottmeyer and Theodor Weimer were valued at
31 December 2018 and 31 December 2020 respectively. The share owner-
ship guidelines were met as at these dates. The shares held by Christoph
Böhm, Thomas Book and Stephan Leithner were valued as of 31 December
2021. In these cases, the share ownership guidelines were also met. The
shares held by Heike Eckert were valued as at 31 December 2023 and the
share ownership guidelines were found to be met. All the Executive Board
members are therefore in compliance with the share ownership guidelines.
1,000
823
573
Executive and Supervisory Board
Percentage of
base salary
Amount
€ thous.
1,441.3
1,300.0
200
363
2,358.8
1,300.0
200
334
2,402.3
1,440.0
200
573
8,601.6
4,500.0
300
Percentage of
base salary
Amount
Status quo
€ thous.
200
Target amount
Remuneration report
Auditor's Report
Gregor Pottmeyer
2022
PSP Tranches
Target achievement ESG targets
2021
PDF (A4)
Further information
The following table provides an overview of target achievements in the respec-
tive categories of ESG targets:
The average target achievement in 2023 for the ESG targets was
159.73 per cent.
Target achievement ESG targets
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Remuneration report
Auditor's Report
Remuneration report
Q
282
CO2 neutrality
CO2-neutral
Not CO2-neutral
2023
Target achievement %
Financial year
External view
Determination of target achievement after close of 2024 financial year
Determination of target achievement after close of 2025 financial year
Determination of target achievement after close of 2026 financial year
Determination of target achievement after close of 2027 financial year
2027
151.16
250.00
250.00
128.85
128.80
140.38
2026
0
2025
238.89
2023
188.89
227.80
2022
2021
business
CO2-Neutrality
Expansion of ESG
Employee satisfaction
2024
Average
PDF (A4)
No reduction of CO2 emissions per workplace (-20% target achievement)
PDF (A4)
Deutsche Börse Group - Annual report 2023
100
250
Target achievement (%)
Target achievement curve ESG business
The detailed target achievement curve for the category "Expansion of ESG
business" is as follows:
The possible target achievement for the final number of Performance Shares
from this 6.25 per cent-weighted performance criterion ranges from O per cent
to 250 per cent. The Supervisory Board has defined a target value for growth
in ESG net revenue of 10 per cent p.a., and set upper and lower limits. The
cap was set at 25 per cent p.a. and the floor at O per cent p.a.
In the Trading & Clearing segment, EEX operates trading and clearing services
for commodity spot and derivatives markets. EEX defines ESG net revenue as
revenue related to sustainable commodity markets. They include contracts for
green power, emission allowances and related registry/ guarantee of origin ser-
vices as well as power products, related to the share of renewable energy pro-
duction in the respective market area or country.
In the Investment Management Solutions segment, ISS STOXX offers rating
services for management and investment decisions on the one hand, as well
as solutions for compliance with regulatory, governance or market standards
and/or shareholder or stakeholder expectations. On the other hand, ISS STOXX
offers ESG indices and climate benchmarks. The corresponding ESG net reve-
nue includes the Corporate Solutions, ESG Analytics and Governance Solutions
businesses as well as all revenue from the licensing of sustainable index solu-
tions. License revenue from such products can either be allocated directly (e.g.
in the case of ETF licenses) or an allocation is made if they are sold as part of
a package.
The third ESG target is growth in net revenue from ESG products and ESG ser-
vices. In 2021, Deutsche Börse Group developed an own definition for ESG
net revenue and reviews it annually. As part of this review, the scope of the
ESG net revenue was adjusted.
Expansion of ESG business
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
0
10
25
Growth of ESG net revenue p.a. (%)
Reduction of CO2 emissions per workplace (+20% target achievement)
80
100
120
200
Target achievement (%)
Target achievement curve CO2 neutrality
The detailed target achievement curve for the category "CO2 neutrality” is as
follows:
As a further incentive to achieve CO2 neutrality, the target achievement is also
subject to a sub-condition: that CO2 emissions have to be reduced. If CO2
emissions are reduced, the target achievement in the category “CO2 neutrality”
is increased by 20 per cent. If this is not the case, the target achievement is
reduced by 20 per cent. Since energy use in buildings accounts for a large
share, CO2 neutrality is calculated per workplace.
Deutsche Börse Group - Annual report 2023
The possible target achievement for the final number of Performance Shares
from this 6.25 per cent-weighted performance criterion ranges from O per cent
to 120 per cent. If CO2 neutrality is achieved, the target achievement is
100 per cent. If it is missed, the target achievement is O per cent.
CO2 neutrality
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
281
Another important ESG target is to achieve and maintain CO2 neutrality for
Deutsche Börse Group.
120.00
174.82
120.00
250
Target achievement (%)
Target achievement curve relative TSR
Further information
The following table provides an overview of the main elements of the PSP
Tranche 2019:
Based on the target achievements in both performance criteria, the overall tar-
get achievement in the PSP Tranche 2019 is 162.69 per cent.
155.00
71st
Target achievement %
Actual percentile
Target achievement relative TSR
The following overviews show the target achievement for TSR performance and
the target achievement curve:
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
284
175
155
150
100
Thomas Book
Stephan Leithner
Theodor Weimer
Christoph Böhm
Executive Board members in office at 31 December
PSP Tranche 2019
Further information
Information on the amount of Executive Board remuneration in
2023
Remuneration report
Consolidated financial statements/notes
Combined management report
Overall, a target achievement of 155.00 per cent was determined for the per-
formance criteria "TSR Performance" for the PSP Tranche 2019.
Executive and Supervisory Board
285
Relative TSR against index (Percentile rank)
60th 70th 71th 75th 80th 90th
Deutsche Börse Group - Annual report 2023
PDF (A4)
50th
0
50
50
Q
The relative Total Shareholder Return (TSR) performance for Deutsche Börse
shares is derived from Deutsche Börse AG's ranking relative to the companies
included in the STOXX® Europe 600 Financials index. The ranking is meas-
ured on the basis of the TSR performance, which is calculated by comparing
the TSR at the beginning and end of the performance period. Possible target
achievement ranges from O per cent to 250 per cent.
TSR Performance
Deutsche Börse Group - Annual report 2023
Target achievement Net income
The following overviews show the individual target achievements over the per-
formance period and the target achievement curve:
Overall, a target achievement of 170.388 per cent was determined for the per-
formance criteria “Adjusted Net Income Growth" for the PSP Tranche 2019.
The increase of 17.56 per cent represents a target achievement of
250.00 per cent for the 2023 financial year.
In the 2023 financial year, the adjusted net income of Deutsche Börse AG
rose from €1,566.2 million in the previous year to €1,841.3 million, an in-
crease of 17.56 per cent. It differs from unadjusted net income
(€1,724.0 million) by non-recurring effects due to M&A activities and legal
disputes. It was also corrected for the costs of organisational restructuring.
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Financial year
Combined management report
Q
283
Deutsche Börse Group - Annual report 2023
Adjusted Net Income Growth is the growth in the adjusted net income attribut-
able to the shareholders of Deutsche Börse AG for the corresponding financial
year. The Supervisory Board determines the target achievement rate for Ad-
justed Net Income Growth at the end of each financial year during the five-
year performance period, which is then locked in. The target achievement rate
at the end of the performance period in question is the average of the annual
target achievement rates for each of the five years. Target achievement degrees
may range between O per cent and 250 per cent.
Adjusted Net Income Growth
Overall target achievement and payout from the PSP Tranche 2019
The close of the 2023 financial year marked the end of the five-year perfor-
mance period for the PSP Tranche 2019. The PSP Tranche 2019 was based
on the remuneration system adopted by the Supervisory Board with effect from
1 January 2016 and approved by the Annual General Meeting with a majority
of 84.19 per cent on 11 May 2016 (remuneration system 2016). The target
achievement for the PSP Tranche 2019 was measured on the basis of the
equally weighted performance criteria “Adjusted Net Income Growth” and “TSR
Performance".
159.73
120.00
181.65
Executive and Supervisory Board
1) Plus dividends paid per share of €15.40 during the performance period
Target achievement curve Net income
250
PDF (A4)
139.40
108.58
103.96
250.00
250.00
170.388
Ø Target achievement
10.26
8.93
8.16
20.24
17.56
2023
2022
2021
2020
2019
Target achievement (%)
%
%
Net income growth
Adjusted net income growth (%)
+15 +17.56 +20
+5 +7.5 +10
-5
-10
115
100
133
Target
achievement
Remuneration awarded and due to current Executive Board members
Remuneration report
Auditor's Report
The remuneration shown for the 2023 financial year consists of:
The following tables show the remuneration awarded and due to the individual
Executive Board members, including the relative share of the individual remu-
neration components pursuant to section 162 AktG. The remuneration
awarded and due comprises all remuneration components for which perfor-
mance has already been measured, for which all conditions precedent and
subsequent are met or no longer apply, and which are vested at the close of
the financial year. It is irrelevant whether the payout has already been made in
the 2023 financial year or occurs at the beginning of the 2024 financial year.
So for the one-year variable remuneration, for example, the Performance Bo-
nus (cash component) for the 2023 financial year is shown, although the pay-
out takes place at the beginning of the 2024 financial year.
Deutsche Börse Group - Annual report 2023
290
The service cost as defined in IAS 19 is part of Executive Board remuneration.
The retirement benefit commitments for the 2023 financial year are shown ac-
cordingly in the tables.
■ Tranche of Performance Shares granted in 2019 and ended at the close of
2023, which will be paid out in three equal parts in 2024, 2025 and 2026
PDF (A4)
■ Performance Bonus determined for the 2023 financial year (cash compo-
nent), which will be paid out in the 2024 financial year
Fringe benefits received in the 2023 financial year
■ Base salary paid in the 2023 financial year
■ Performance Bonus determined for the 2023 financial year (restricted stock),
which will be paid out and invested in the 2024 financial year
Deutsche Börse Group - Annual report 2023
Scaling opportunities by expanding “platforms as a service" proposition
PDF (A4)
The most important key performance indicators to manage of our economic sit-
uation are net revenue and EBITDA, since these are vital for the successful ex-
ecution of our growth strategy and set incentives for profitable growth. The ba-
sis is net revenue as reported in the consolidated financial statements. This
consists of sales revenue, plus net treasury income from banking business and
similar business, plus other operating income, less volume-related costs. One
of the most important pillars of the corporate strategy, in addition to absolute
growth, is the profitability of this growth. EBITDA stands for earnings before in-
terest, tax, depreciation and amortisation and as such is a gauge of our opera-
tive earning power. It is a common indicator for measuring profitability. An-
other key financial control criterion is earnings per share before purchase price
allocations (Cash EPS), since all profit and loss effects are reflected in this in-
dicator, and it can therefore be used to measure the successful implementa-
tion of the growth strategy.
Financial steering parameters
Additionally, the remuneration system for the Executive Board and executive
staff has also created a number of incentives for growth in the individual busi-
ness divisions. The “Remuneration report" provides a detailed description of all
targets.
The "Report on expected developments" section describes expected develop-
ments in the 2024 financial year.
We review our organic growth initiatives continuously. We capitalize particu-
larly on the expansion in secular growth markets and asset classes. At the
same time we always focus on the needs of our customers and technological
advances. Key initiatives and growth drivers are also described in more detail
in the "Report on opportunities" section.
• D7 as the first completely digital securities infrastructure - further momentum thanks to partnership with Google
• Ongoing strong growth in secular fee income
•
Growth drivers
•
⚫ Net interest income
• Expand global presence in fixed-income securities services
26
Securities Services
Segment
Growth drivers "Horizon 2026"
Further information
Remuneration report
Expand scope and range of securities lending services (e.g. Al-enabled “marriage broking")
Q
Strategy and steering parameters
Combined management report
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
In its January 2024 estimate, the International Monetary Fund (IMF) predicted
slower global economic growth of 3.1 per cent for 2023 (2022: +3.5 per
cent). It expects the euro area to grow by 0.5 per cent (2022: +3.5 per cent)
and for the economy in Germany to even contract by 0.3 per cent (2022:
+1.8 per cent).
In the following section we look at the macroeconomic and sector-specific en-
vironment, the course of business, our earnings, the development of profitabil-
ity and other financial performance indicators.
Deutsche Börse Group remains on a growth path. We increased our net revenue significantly again in 2023.
We benefited from both organic growth and the acquisition of SimCorp.
Economic situation
Non-financial declaration
Executive and Supervisory Board
Overall assessment of the economic
position by the Executive Board
Financial position
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Economic situation
Consolidated financial statements/notes
Fundamental information about the Group
Deutsche Börse:
Net assets
(disclosures based on HGB)
Takeover-related disclosures
Report on opportunities
Corporate governance statement
Equities and equity index derivatives: Innovative products, such as exchange-traded derivatives on products that were traded over the counter in the past (total return futures),
ESG index derivatives
• OTC clearing: Additional market share due to greater efficiency in offsetting OTC and exchange-traded business (cross-margining), and an improved risk model. The current
obligation being discussed by the EU supervisory authorities to use an active cross-margining account within the EU could contribute to gaining additional market share
• Repo: Higher demand for secured money market products as a result of central banks' withdrawal from the money market and higher financing costs
Interest rate derivatives: Innovative products, such as derivatives based on European sovereign bonds, and additional market share in the segment of short-term interest rate
derivatives (STIRS)
•
Trading & Clearing Financial derivatives:
• Synergy effects from the merger with SimCorp & Axioma and ISS & STOXX by pooling competences and distribution activities across products, as well as greater business
expansion in North America
• Increasing regulation and reporting obligations for companies, investors and funds, such as CSRD and SFDR, which increase the need for market knowledge, ESG data, market
analysis and research
Growing need for high-quality ESG data, ratings and research on the part of active asset managers and investors as a result of increasing competitive pressure to outperform
lower-cost ETFs
•
• Digital assets: Rising demand for digital asset classes
• Growing need for high-quality ESG data, research, ratings and benchmark indices due to the growing number of passively managed funds (ETFs)
ESG & Index (ISS/STOXX):
• Cost pressure from regulation and technological advances are leading to consolidation among providers of investment management software, and increasing demand from
customers for an integrated offering
itive
Customer desire for a neutral provider of integrated investment management software, including risk management and analytics solutions, which is also internationally compet-
• Increasing importance of the buy-side in the capital markets and general growth of this customer group
• Rising demand for holistic Software as a Service (SaaS) and Business Process as a Service (BPaaS) investment management solutions, where customers can select the services
they need along the investment management value chain and obtain them individually and efficiently
ment Solutions
Investment Manage- Software Solutions (SimCorp & Axioma):
Growth drivers
• Increasing demand for an integrated offering of index and ESG products and services that is internationally competitive
Deutsche Börse AG
Commodities:
FX:
Report on post-balance sheet date events
Report on expected developments
Corporate governance statement
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
• Electricity: Higher demand for electricity derivatives, driven by (1) higher price fluctuations due to the greater share of renewable energies in the energy mix, (2) uncertainty in
global electricity supply chains and thus higher need for hedging by market participants, (3) increasing trading in electricity derivatives by quant/algo traders, who are now able
to trade on electricity markets as a result of their greater liquidity
Combined management report
Q
25
Deutsche Börse Group - Annual report 2023
PDF (A4)
Expansion of the proposition for asset managers, with regulatory, data-based and digital services from a "one-stop shop"
Exploit cross-selling potential in the areas of execution, distribution, data and innovation
New outsourcing customers and service extensions (e.g. distribution and data)
•
Fund Services
• New customer gains and additional market share compared with OTC trading
Executive and Supervisory Board
Deutsche Börse AG
Macroeconomic and sector-specific environment
Consolidated financial statements/notes
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Remuneration report
Overall assessment of the economic
position by the Executive Board
Financial position
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Net assets
Further information
This boosted our earnings before interest, tax, depreciation and amortisation
(EBITDA) by 17 per cent to €2,944.3 million (2022: €2,525.6 million). The
result from financial investments, which is included in EBITDA, came to
€-14.0 million (2022: €10.2 million). In the course of the purchase of minor-
ity interests in ISS and the bundling of expertise in our Investment Manage-
ment Solutions segment, one-off adjustments to the valuation of a contingent
purchase price component resulted in losses of €9 million. The decline was
also due to valuation effects from minority interests.
Amortisation, depreciation and impairment losses came to €418.4 million
(2022: €355.6 million). The change stems mainly from purchase price alloca-
tions for the acquisition of SimCorp in the Investment Management Solutions
segment, as well as a €25 million write-down on intangible assets at Crypto
Finance AG in the Trading & Clearing segment.
Corporate purpose and value creation process
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
process
Corporate purpose and value creation
Organisational structure
Business operations and Group structure
Management
Fundamental information about the Group
About this report
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
Deutsche Börse Group - Annual report 2023
PDF (A4)
For financial year 2023 we originally forecast an increase in net revenue to
within a range of €4.5-4.7 billion. We increased this forecast several times
over the course of the financial year, and at the time the results of the third
quarter were published we were predicting net revenue, now including
SimCorp, of around €5.0 billion. In line with our strategy we also anticipated
an increase in secular net revenue growth of at least 5 per cent. Given the very
good cyclical performance in financial year 2022, which was characterised by
much higher market volatility and a global rise in interest rates, we assumed
that the cyclical net revenue contribution in 2023 would be lower, or even
negative. However, as inflation rates increased significantly in both the USA
and Europe, the central banks moved to intervene quickly, resulting in another
significant interest rate hike. Net interest income from the banking business
rose accordingly in the Securities Services and Fund Services segments to a to-
tal of €702.4 million (2022: €260.0 million). In addition, the acquisition of
SimCorp, which was not included in the original forecast for 2023, contributed
another €198.0 million to the Group's net revenue. With net revenue of
€5,076.6 million we therefore significantly exceeded our original forecast. Net
revenue growth of 17 per cent includes 5 per cent secular growth. This means
we also delivered on our forecast for secular net revenue growth.
Comparison of results of operations with the forecast for 2023
Net profit for the period attributable to non-controlling interests amounted to
€72.8 million (2022: €68.8 million) and comprised mainly earnings attributa-
ble to non-controlling shareholders of EEX and ISS STOXX.
Overall, the net profit for financial year 2023 attributable to Deutsche Börse
Group shareholders was €1,724.0 million (2022: €1,494.4 million), which
represents a year-on-year increase of 15 per cent. Undiluted earnings per
share were €9.35 (2022: €8.14) for an average of 185.1 million shares.
Earnings per share before purchase price allocations (cash EPS) stood at
€9.98 (2022: €8.61).
Our Group's financial result of €-74.1 million (2022: €-63.5 million) was
mainly determined by the issue of new corporate bonds with medium and long
maturities, and short-term debt instruments for a total volume of €4 billion to
finance the acquisition of SimCorp. The Group's tax ratio of around 27 per
cent was slightly higher than the previous year.
Executive and Supervisory Board
(disclosures based on HGB)
Takeover-related disclosures
Q
Deutsche Börse Group - Annual report 2023
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
27
Deutsche Börse Group - Annual report 2023
PDF (A4)
The ECB raised its deposit rate in several stages, most recently to 4.00 per
cent in September, while the Federal Reserve increased its target range for the
federal funds rate to 5.25-5.50 per cent in July and has left it at this level
since. Both central banks said that any change in their restrictive monetary
policies depended on the future development of key economic indicators.
Higher interest rates mean on the one hand that we profit from higher net in-
terest income in the Securities Services and Fund Services segments. At the
same time there were phases in which higher interest rates increased market
participants' hedging requirements and led to greater trading activity in fixed
income products in the Trading & Clearing business. Central banks' withdrawal
from the money market also caused higher demand for repo products. In the
commodities business, trading activity returned to the power markets, with
The 2023 financial year was dominated by the activities of central banks to
combat high inflation rates. Inflation declined over the course of the year in
both the USA and Europe, but rates were still too high, making a looser mone-
tary policy impossible.
Fundamental information about the Group
Strategy and steering parameters
Business developments
■ Russia's ongoing war of aggression against Ukraine and the related sanctions
and effects on global supply chains and energy supply
■ The insolvency of some US banks in mid-March and the consolidation on the
Swiss banking market
■ The resulting ongoing restrictive monetary policy of central banks in the USA
and Europe, and their insistence that this policy will be pursued until infla-
tion rates approach the desired level
■ Persistently high inflation, which did fall over the course of the year, but re-
mained significantly above the central banks' target rates
In 2023 these included:
Secular growth factors and M&A are a core element of our strategy. We can
plan them, manage them and adjust them to external circumstances. Our busi-
ness performance is also influenced by macroeconomic and sector-specific
factors that are beyond our direct control, however.
Segment
Further information
Remuneration report
■ The Hamas attack on Israel in October 2023 and the resulting new escala-
tion in the Israeli-Palestinian conflict in the Middle East since then
Economic situation
Macroeconomic and sector-specific
environment
PDF (A4)
Operating costs rose by 16 per cent to €-2,118.3 million in financial year
2023 (2022: €-1,822.2 million). Around 5 per cent resulted from organic
cost growth, which also includes an increase in the headcount compared with
the previous year, inflation effects and investments in secular growth
measures. 10 per cent of the increase is due to the SimCorp acquisition effect,
related transaction costs of €22 million and the costs of realising potential syn-
ergies in the new Investment Management Solutions segment of €56 million.
Our net revenue therefore increased to €5,076.6 million in the financial year
2023 (2022: €4,337.6 million). The net revenue increase of 17 per cent con-
sisted partly of 5 per cent secular growth, which came largely from new cus-
tomer gains and gains in market share, the expansion of customer relation-
ships and product innovations. Cyclical growth effects accounted for a further
7 per cent. The global increase in interest rates deserves particular mention.
Another 5 per cent comes from M&A growth in connection with the acquisition
of SimCorp.
in this segment. In contrast to the previous year, which saw a positive one-off
effect of €63 million in total in net revenue, there were no significant non-re-
curring effects on the revenue side in the reporting year.
Group in the fourth quarter, also made a decisive contribution to M&A growth
Against this backdrop, the results of operations in financial year 2023 were af-
fected significantly by both secular and cyclical growth factors. The biggest
driver of year-on-year net revenue growth in the Group was a sharp rise in in-
terest rates on both sides of the Atlantic, combined with only a moderate de-
cline in cash deposits from our customers in the Securities Services and Fund
Services segments, resulting in very strong growth in net interest income.
Higher interest rates and a downwards trend in the money supply had a posi-
tive impact on the use of interest rate derivatives and repo products in the fi-
nancial derivatives business within the Trading & Clearing segment. In this
context the rise in the outstanding notional volume of centrally cleared over-
the-counter (OTC) traded and euro-denominated interest rate derivatives had a
positive influence on net revenue. In addition, lower margin requirements as a
result of reduced volatility on power and gas markets, and new customer
gains, increased trading volumes for power derivatives in the commodities
business in the Trading & Clearing segment, which was in turn reflected in
higher net revenue. The Investment Management Solutions segment profited
from both continuous product demand in Governance Solutions, Corporate So-
lutions and ESG, and from contract renewals with customers in the Analytics
business. The acquisition of SimCorp, which was fully consolidated into the
Results of operations
Volatility on stock markets, as measured by the VSTOXX, was significantly
lower than the previous year. Higher trading volumes were only seen briefly in
March following the insolvency of several US banks and the consolidation on
the Swiss banking market. The VSTOXX stood at an average of 18 points,
which was 35 per cent lower than the average for the previous year. Trading
activity in securities and equity index derivatives in the Trading & Clearing unit
was correspondingly lower.
new highs towards the end of the year. This was the result of lower and more
stable power prices, which reduced the margin requirements.
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on opportunities
Risk report
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Net assets
Financial position
Results of operations
Business developments
28
Growth drivers "Horizon 2026"
Deutsche Börse AG
Remuneration report
Customers and markets: Our products and services contribute to increase
transparency for market participants and to enable them to price in and inte-
grate market developments, changes and transformations. In this way we ena-
ble our customers and market participants to make better-informed decisions.
Employees: As an employer, we take wide-ranging measures to enable our
employees to fully realize their development potential. We also work to boost
the satisfaction of our employees and their loyalty to our Group. All this helps
to build our employer brand, which is the main reason why talented people
choose us.
Economic situation: As a fast-growing company we create financial value,
substance and returns on which our investors, employees, customers and soci-
ety can build.
framework: intellectual capital, human capital, financial capital and partner-
ships. They enable us to create value with our business model. The impact
that we have with our business model can be thought of in the following four
outcome dimensions:
According to the terminology used by the International Integrated Reporting
Council (IIRC), we essentially need four capitals (input factors) to implement
our business model. We deploy these capitals within a binding regulatory
Social environment
Customers and markets
Employees
Economic position
Social environment: Our value creation also goes far beyond the areas of di-
rect concern to us as a company. We thus focus on the environment and hu-
man rights aspects of our supply chain and are involved in initiatives to
strengthen the local financial industry.
Outcome dimensions
Business model
Input factors
Partnerships
Financial capital
Remuneration report
Consolidated financial statements/notes
Human capital
Intellectual capital
(disclosures based on HGB)
Takeover-related disclosures
DEUTSCHE BÖRSE
GROUP
Deutsche Börse AG
Further information
Deutsche Börse Group - Annual report 2023
Deutsche Börse Group has an excellent market position in Europe as an operator of market infrastructure. As
a fully integrated end-to-end provider we offer our customers a broad value chain with innovative solutions.
Strategy and steering parameters
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
PDF (A4)
Report on opportunities
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
21
Risk report
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
1) Originally €4.5-4.7 billion (guidance raised over the course of the financial year)
2) Originally €2.6-2.8 billion (guidance raised over the course of the financial year)
2,944.3
Comparison of financial position with the forecast for 2023
As part of the ongoing development of our capital management we adjusted
the relevant rating ratios in 2023 (see "Capital management” section). As ex-
pected, our ratio of net debt to EBITDA of 2.19 at year-end was just below the
new maximum figure of 2.25 for rating purposes, due to the acquisition of
SimCorp. The ratio of free funds from operations to net debt of 36 per cent
was slightly below the now minimum target of 40 per cent, as expected,
which was also due to temporarily higher borrowing for the SimCorp transac-
tion. The cash flow from operating activities was again significantly positive.
Based on a dividend proposal to the Annual General Meeting of €3.80 per
share, the distribution quota of 40 per cent is within the range of 30 to 40 per
cent communicated as part of our redeveloped capital management. The divi-
dend of €3.60 proposed the previous year was paid as planned in May. The
cash flow from operating activities was significantly positive. Investment in in-
tangible assets and property, plant and equipment of €264.0 million was not
completely in line with the budget of €300 million.
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
~2.92
(disclosures based on HGB)
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
Development of profitability
Deutsche Börse Group's return on shareholders' equity expresses the ratio of
net income after taxes to average equity available to the Group during the
course of 2023. In the reporting year, it was at 19.5 per cent (2022: 18.8 per
cent).
30
Q
Takeover-related disclosures
Earnings before interest, tax, depreciation and amortisation
5,076.6
~5.01
Report on opportunities
External requirements (regulations, rating agencies, etc.)
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Risk report
Furthermore, at the start of the year we predicted an increase in earnings be-
fore interest, tax, depreciation and amortisation (EBITDA) to €2.6-2.8 billion.
Over the course of the financial year this forecast was also raised, to around
€2.9 billion. Our operating costs were mainly affected by the acquisition of
SimCorp and went up by 16 per cent. They include both transaction expenses
and the costs to achieve potential synergies in the new Investment Manage-
ment Solutions segment totalling €79 million. Despite this, EBITDA rose by 17
per cent to €2,944.3 million and so was at the upper end of our forecast.
Actual 2023
€m
Comparison forecast 2023 with financial year 2023
Forecast 2023
€bn
Net revenue
The market environment in which we operate is very dynamic. This applies
not only to the markets themselves, which we organise and operate via our
platforms. Our competitive environment as a market infrastructure operator is
also permanently in flux. The provider landscape has consolidated drastically
in the past decades, which has strengthened the remaining operators of mar-
ket infrastructure and enabled them to extend their business in various direc-
tions. New business activities and new customer groups beyond the core busi-
ness have moved to the foreground. Today, market infrastructure providers not
only service the sell-side, like banks and financial service providers, but rather
have extended and diversified their customer target group.
Further information
We too have continued to expand our market leadership in the European Un-
ion as a fully integrated end-to-end provider in the financial markets. By this
gradual expansion of our business model we are now also able to cater to the
buy-side as a new customer group. Our broad value chain now includes solu-
tions for investment management, trading and clearing through to securities
services. We have achieved this by both organic growth and targeted acquisi-
tions. We see ourselves as a hybrid of technology company and financial ser-
vices provider, with a value chain that has a high degree of integration and di-
versification. As a result, our business model is characterised by great scalabil-
ity, a low risk profile and low capital intensity, with a high affinity for technol-
ogy at the same time. This is not only a unique sales proposition in interna-
tional competition, but also forms the basis for attractive growth opportunities
and also makes our business model more robust and resilient to market fluctu-
ations or secular shifts.
Target achievement Compass 2023
Key performance indicators
To achieve these targets, we are addressing the following market trends in our
four operating segments.
- 11% CAGR
11 % CAGR
~
-
2.5 billion
8.61
Cash EPS
Earnings before interest, tax, depreciation and amortisa-
tion (EBITDA)
4.3 billion
Net revenue
■ Investment Management Solutions: The increasing importance of the buy-
side in financial markets and the outsourcing of investment operations to
central service providers, as well as higher demand for index-driven invest-
ments, ESG services and reliable data
Basis 2022
~ 10% CAGR
Targets of
"Horizon 2026"
Overwiew of targets,,Horizon 2026" targets
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
in €
Corporate governance statement
■
Fund Services: The trend towards outsourcing of fund distribution operations
to boost efficiency and the increasing demand for fund data services and an-
alytics
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Trading & Clearing: The shift from OTC to on-exchange trading, greater use
of fixed income products in response to restrictive monetary policies, in-
creasing demand for repo products and rising demand for digital assets
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
24
PDF (A4)
Deutsche Börse Group - Annual report 2023
Additional cyclical growth components may include higher market volatility in
the Trading & Clearing segment, as well as higher long-term interest rates in
Fund Services and Securities Services. In addition, targeted acquisitions may
also contribute to future growth if they are strategically and financially attrac-
tive.
■ Securities Services: The strong increase in outstanding debt and rising de-
mand for repo products and financing solutions via the capital markets as a
result of the returning strong positive interest rates
Fundamental information about the Group
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Report on post-balance sheet date events
Corporate governance statement
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Deutsche Börse AG
Executive and Supervisory Board
22
22
Deutsche Börse Group - Annual report 2023
PDF (A4)
~€2.5 billion €2,944.3 million
Target achieve-
ment 2023
~€4.3 billion €5,076.6 million
Target Compass
2023
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
Net revenue
Q
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Risk report
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
23
Our purpose is "We at Deutsche Börse create trust in the markets of today and
tomorrow". Trust is essential for functioning markets and sustainable econo-
mies. We provide fair and transparent, reliable and stable infrastructures that
ensure safe and efficient capital markets around the globe.
Deutsche Börse Group - Annual report 2023
PDF (A4)
Deutsche Börse is aiming for overall growth in net revenue of 10 per cent p.a.
on average until 2026. The reference year for this is 2022. Earnings before in-
terest, taxes, depreciation and amortisation (EBITDA) should increase to an av-
erage of 11 per cent p.a. Earnings per share before the effects of purchase
price allocations (cash EPS) should increase over the same period by an aver-
age of 11 per cent a year.
Digital leadership: We intend to keep expanding our leading role in the digi-
talisation of assets. With D7 we already operate in the Securities Services
segment one of the leading digital infrastructures globally in the post-trade
area with more than 7,000 digital issuances. Cloud technologies and artifi-
cial intelligence also help us to increase our effectiveness and efficiency, and
to open up new business areas at the same time.
■ Investment Management Solutions: With the acquisition of SimCorp we com-
plement our former activities in the area of data and analytics with a holistic
offering for institutional investors by pooling end-to-end solutions for invest-
ment management and high-quality data in a new segment. In addition, we
expect the acquisition of SimCorp completed in 2023 to deliver an average of
around 3 per cent inorganic growth per year, and so increase the share of re-
curring revenue.
Strong organic growth: As in the past, organic growth forms the foundation
for Horizon 2026. We benefit from long-term industry trends in attractive
markets and strive for profitable organic growth of around 7 per cent per year
on average. Secular growth is intended to account for by far the largest share
of this.
Our growth course as defined in Horizon 2026 is built on three strategic pil-
lars.
In our strategy we make a fundamental distinction between organic growth,
generated from existing operations, and inorganic growth by means of focused
acquisitions to expand or deepen our value chain. Organic growth consists
mainly of secular initiatives such as product innovation, additional market
share or new customer gains, as well as cyclical growth due to interest rate ef-
fects or higher trading volumes due to market fluctuations.
Building on our successful business performance in recent years, we devel-
oped a new strategy entitled Horizon 2026 which we published on 7 Novem-
ber 2023. It defines the strategic direction and financial targets for the years
ahead through to 2026 and thus secures our outstanding market position and
continued viability. The core of Horizon 2026 is the business strategy that we
have mapped out comprehensively and in detail at a Group and segment level.
The relevant strategic aspects of human resources, information technology, en-
vironment, social and governance, and particularly climate action, are integral
parts of our business strategy. Further information on these topics can be
found in the chapter "Non-financial declaration". The relevant financial strat-
egy for our Group is reflected in the adjusted framework for capital allocation.
It backs up our business strategy and forms the basis for our further corporate
growth.
Further information
All this has enabled us to exceed the financial targets we set ourselves as part
of our Strategy Compass 2023. We achieved the original guidance for 2023
back in 2022. And we revised the 2023 targets upwards several times during
the course of the year.
29
Our value creation process
30.0
2.6
153.0
157.0
Cash EPS of Deutsche Börse Group €
EBITDA of Deutsche Börse Group €m
Net revenue of Deutsche Börse Group €m
Development of earnings
Entire workforce
Employees
Daniel Vollstedt (since 17 November 2021)
Average
657.4
Chong Lee Tan (since 19 May 2021)
Charles G. T. Stonehill
Peter Sack (since 17 November 2021)
48.6
5.1
3.0
164.0
169.0
Michael Rüdiger (since 19 May 2020)
4.9
3.6
Clara-Christina Streit
157.0
153.0
2.6
0.7
35.9
0.8
36.5
0.6
21.7
0.5
22.8
14.7
720.0
16.8
756.0
18.8
720.0
16.5
756.0
%
1.3
7.4
121.0
130.0
12.1
3.4
2.5
201.0
206.0
4.4
Gregor Pottmeyer
Stephan Leithner
(responsible for Pre- & Post-Trading)
Total remuneration (incl. pension expense)
PDF (A4)
Performance Bonus (Restricted Stock)
Performance Shares Tranche 2018-2022
Performance Shares Tranche 2019-2023.
Total remuneration (section 162 AktG)
Pension expense
Multi-year variable remuneration
Performance Bonus (cash component)
One-year variable remuneration
Fringe benefits
Base salary
Remuneration awarded and due pursuant to section 162 AktG (part 3)
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Comperative presentation (part 2)
Supervisory Board members active in 2023
Martin Jetter (Chairman since 19 May 2020)
Remuneration report
Remuneration report
Auditor's Report
Further information
PDF (A4)
2023
€ thous.
(CFO)
1,078.0
2023
2022
5.6
1.9
162.0
165.0
Barbara Lambert
Achim Karle
1.7
8.6
4.4
159.0
166.0
Susann Just-Marx
€ thous
2022
2022
2023
%
€ thous
%
€ thous
%
€ thous
2023
2022
2023
2022
23.5
25.9
An additional €2,743.2 thousand was paid in pension payments in the 2023
financial year to thirteen former Executive Board members who departed from
the Executive Board before 2014.
Ms Stars was not granted or owed any remuneration in 2023 apart from the
PSP Tranche 2019. Her remuneration therefore consists entirely of perfor-
mance-based remuneration.
to him consists of non-performance-based remuneration components and
82.3 per cent of performance-based remuneration components.
In addition, Mr Preuss received pension payments in the amount of
€445.2 thousand. Thus, 17.7 per cent of the remuneration awarded and due
Further information on the performance criteria and the target achievement for
the PSP Tranche 2019 can be found in the section "Overall target achieve-
ment and payout from the PSP Tranche 2019".
1,522.8
2,066.8
180.86
180.86
10,531
7,759
162.69
162.69
PDF (A4)
6,473
4,769
701.4
516.7
Shares
%
Shares granted
€
€ thous.
Payout amount
€
Performance
Closing price¹
108.36
108.36
Deutsche Börse Group - Annual report 2023
293
Q
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
294
Deutsche Börse Group - Annual report 2023
PDF (A4)
After preparation by the Nomination Committee, the Supervisory Board exam-
ines on a regular basis whether its members' remuneration is appropriate,
given their tasks and the situation of the company. It carries out a horizontal
market comparison for this purpose. The Supervisory Board may seek the ad-
vice of an independent external expert. Given the particular nature of the Su-
pervisory Board's work, the review of Supervisory Board remuneration does not
generally include a vertical comparison with the remuneration of employees of
Deutsche Börse AG or Deutsche Börse Group.
The members of the Supervisory Board are included in a directors & officers
(D&O) insurance policy maintained by the company at an appropriate level in
the interests of the company.
Members of the Supervisory Board or a Supervisory Board committee receive
an attendance fee of €1 thousand for each Board or committee meeting that
they attend. Where two or more meetings are held on the same day, the at-
tendance fee is only paid once.
Supervisory Board committee, only work on two of the committees is remuner-
ated. Remuneration is then paid for work on the two committees with the
highest remuneration. Supervisory Board members who only hold office for
part of the financial year receive one-twelfth of the fixed annual remuneration
and, if applicable, of the remuneration payable for their membership of com-
mittees, for each month or part-month in which they are members. The remu-
neration for any financial year is due and payable as a one-off payment after
the Annual General Meeting that accepts the consolidated financial statements
for the relevant financial year or decides on their approval.
The members of the Supervisory Board receive fixed annual remuneration of
€85 thousand. In accordance with recommendation G.17 GCGC, remunera-
tion is increased for the Chair of the Supervisory Board and the Deputy Chair,
as well as for chairs and members of committees. Remuneration of the Chair
is €220 thousand. Remuneration of the Deputy Chair is €125 thousand.
Members of Supervisory Board committees receive additional fixed annual re-
muneration of €30 thousand for each committee position they hold. The remu-
neration for members of the Audit Committee is €35 thousand. Remuneration
of committee chairs is €40 thousand and for the Chair of the Audit Committee
€75 thousand. If a Supervisory Board member sits on more than one
The remuneration system for the Supervisory Board consists of a fixed remu-
neration plus an attendance fee. This is in line with the recommendation G.18
sentence 1 GCGC as amended on 28 April 2022. The structure of Supervisory
Board remuneration, providing for fixed remuneration only, strengthens the
Board's independence and provides for a counterbalance to the structure of Ex-
ecutive Board remuneration, which is mainly variable and aligned with
Deutsche Börse Group's growth strategy. Supervisory Board remuneration
therefore contributes to the implementation of the business strategy, and thus
promotes Deutsche Börse Group's long-term development.
The remuneration system for the Supervisory Board of Deutsche Börse AG was
adopted at the Annual General Meeting 2022 by a majority of 99.90 per cent
and took effect on 30 May 2022. The current system is only slightly different
to the previous system of remuneration of Supervisory Board members which
was applied from 1 May 2020. In the current remuneration system the attend-
ance fee is also paid for virtual attendance and is paid for each meeting day.
Remuneration system for the Supervisory Board
Supervisory Board remuneration in 2023
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Overall target Final number of
achievement
Number of
Performance
Share price
at grant
Target amount
€ thous.
283.83
4,868.8
100.0
4,585.0
1,650.2¹
966.0
2,204.22
1,029.0
64.8
3,170.2
59.5
2,679.2
54.7
2,096.2
994.0
1,102.22
1,078.0
59.5
2,728.2
966.0
1,029.0
994.0
1,078.0
19.8
966.0
22.9
1,029.0
3,831.9
321.93
994.0
100.0
1,650.2¹
4,500.7
216.83
4,717.5
1) Plus dividends paid per share of €15.40 during the performance period
Hauke Stars
Andreas Preuss
Former Executive Board members
PSP Tranche 2019
Further information
The following table provides an overview of the main elements of the PSP
Tranche 2019:
The close of the 2023 financial year marked the end of the performance pe-
riod for the PSP Tranche 2019. For former Executive Board members, the PSP
Tranche 2019 is paid out as a lump sum in the year following the perfor-
mance period.
Remuneration awarded and due to former Executive Board members
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
Deutsche Börse Group - Annual report 2023
292
1) Payout is made in three equal instalments in the 2024, 2025 and 2026 financial years.
2) Payout is made in three equal instalments in the 2023, 2024 and 2025 financial years.
3) The pension expense includes retirement benefits and a risk-based part for disability or death.
5,190.0
297.93
100.0
4,892.1
100.0
4,153.8
Remuneration report
Auditor's Report
€ thous.
Change
2022/2021
2022
2022
€ thous
%
€ thous
%
€ thous
%
Base salary
682.5
2023
16.5
18.6
682.5
26.3
650.0
26.6
Fringe benefits
27.4
0.7
26.7
0.8
650.0
2023
2022
2022
3,831.01
1,650.2¹
Total remuneration (section 162 AktG)
Pension expense
9,917.2
100.0
683.83
Total remuneration (incl. pension expense)
10,601.0
10,783.9
745.93
11,529.8
100.0
4,469.9
278.43
4,748.3
100.0
3,019.9
100.0
324.23
3,344.1
Remuneration awarded and due pursuant to section 162 AktG (part 2)
Thomas Book
(responsible for Trading & Clearing)
Heike Eckert
(responsible for Governance, People & Culture, Director of Labour Relations)
2023
€ thous
2023
%
23.3
0.9
25.7
1.0
940.5
887.0
Performance Shares Tranche 2019-2023
1,522.8¹
Total remuneration (section 162 AktG)
Pension expense
4,131.7
100.0
249.8
Total remuneration (incl. pension expense)
4,381.5
3,502.2
455.7
3,957.9
100.0
2,586.8
269.53
2,856.3
100.0
2,449.7
306.13
100.0
2,755.8
1) Payout is made in three equal instalments in the 2024, 2025 and 2026 financial years.
2) Payout is made in three equal instalments in the 2023, 2024 and 2025 financial years.
3) The pension expense includes retirement benefits and a risk-based part for disability or death.
PDF (A4)
Deutsche Börse Group - Annual report 2023
291
Q
Executive and Supervisory Board
904.2
1,017.12
Performance Shares Tranche 2019-2023.
Performance Shares Tranche 2018-2022
Performance Bonus (Restricted Stock)
One-year variable remuneration
949.5
23.0
904.2
25.8
940.5
36.4
887.0
36.2
Performance Bonus (cash component)
949.5
904.2
940.5
887.0
Multi-year variable remuneration
2,472.3
59.8
1,921.3
54.8
940.5
36.4
887.0
36.2
949.5
Change
2023/2022
367.52
43.7
Anja Greenwood (since 17 November 2021)
162.0
154.0
5.2
702.1
Oliver Greie (from 19 May 2021 until 17 November 2021; since 29 April 2022)
133.0
93.1
42.9
24.1
101.2
Shannon A. Johnston (since 18 May 2022)
89.3
52.3
Theodor Weimer
(CEO)
Christoph Böhm
(CIO/COO)
2023
€ thous.
2023
%
2022
2022
136.0
4.2
2.9
172.0
Change
2021/2020
%
%
%
320.0
315.0
1.6
1.0
20.5
Markus Beck (Deputy Chairman since 8 December 2021)
206.0
194.0
6.2
17.3
6.0
Nadine Brandl
130.0
121.0
7.4
1.2
- 0.3
Andreas Gottschling (since 1 July 2020)
177.0
2023
2023
2022
€ thous
2,225.3
22.4
2,053.4
19.0
1,019.2
22.8
952.0
31.5
2,225.3
2,053.4
1,019.2
952.0
6,056.3
61.1
7,170.0
66.5
Further information
Performance Bonus (Restricted Stock)
Performance Shares Tranche 2018-2022
2,225.3
2,053.4
5,116.62
2,669.4
1,019.2
59.7
1,319.5
1.0
952.0
28.4
25.3
%
€ thous
%
€ thous
2022
%
Base salary
1,575.0
15.9
1,500.0
13.9
756.0
16.9
720.0
23.8
Remuneration report
Remuneration report
Auditor's Report
Fringe benefits
One-year variable remuneration
Performance Bonus (cash component)
Multi-year variable remuneration
60.6
0.6
60.5
0.6
0.6
Combined management report
Depending on the result of the comparative analysis and the Supervisory
Board's assessment of this result, the Supervisory Board may, jointly with the
Executive Board, submit a proposal to the Annual General Meeting for adjust-
ments to Supervisory Board remuneration. Whether it does or not, the Annual
General Meeting votes not less than every four years on the Supervisory Board
remuneration, including the underlying remuneration system, in accordance
with section 113 (3) AktG. A resolution may also be passed confirming the
current remuneration.
Remuneration awarded and due to Supervisory Board members is as follows:
- 33.4
297
Q
Executive and Supervisory Board
Deutsche Börse Group - Annual report 2023
1) Payout of the Performance Shares Tranche 2019 is made in three equal instalments in the 2024, 2025 and 2026 financial years.
2) Payout of the Performance Shares Tranche 2018 is made in three equal instalments in the 2023, 2024 and 2025 financial years.
Hauke Stars (until 30 June 2020)
Andreas Preuss (until 31 October 2018)
Former Executive Board members
Average
- 3.6
Gregor Pottmeyer
Heike Eckert (since 1 July 2020)
Thomas Book
Christoph Böhm
Theodor Weimer
Executive Board members
Comperative presentation (part 1)
PDF (A4)
Further information
In accordance with section 162 (1) sentence 2 no. 2 AktG, the following table
shows changes in the remuneration of Executive Board members, Supervisory
Board members and the remaining workforce, as well as in company earnings.
Supervisory Board members as well as the remaining workforce, and in company earnings
Stephan Leithner
1.8
1.1
- 25.1
- 22.1
2,586.8
2,449.7
5.6
16.3
124.7
4,585.0¹
3,831.92
19.7
61.9
7.2
4,500.71
4,892.12
- 8.0
9.0
- 0.3
5,031.9
4,746.6
6.0
56.6
0.9
2,512.0
1,522.8
3,224.8
2,033.6
Comparison of changes in the remuneration of Executive Board members,
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
60.0
85.0
54.1
85.0
Daniel Vollstedt
122.0
125.0
7.0
8.0
10.0
30.0
24.0
30.0
85.0
68.0
85.0
Chong Lee Tan
121.0
130.0
6.0
11.5
15.0
30.0
38.2
3.3
60.0
7.7
Combined management report
Executive and Supervisory Board
Q
296
Deutsche Börse Group - Annual report 2023
PDF (A4)
3) Member of the Supervisory Board from 19 May 2021 to 17 November 2021 and since 29 April 2022
4) Member of the Supervisory Board since 18 May 2022
2) Member of the Supervisory Board until 18 May 2022
1) Member of the Supervisory Board until 28 April 2022
2,696.0 2,620.5
153.0
9.0
241.0
918.3
34.1
920.0
1,549.2
56.9
1,535.0
Total
154.0
157.0
9.0
12.0
23.1
66.2
3,502.2²
Deutsche Börse Group - Annual report 2023
PDF (A4)
Detailed information about the adjustments to the Supervisory Board remuner-
ation can be found in the invitation to the Annual General Meeting 2024.
Regardless of this, the intention is to present a remuneration system for the
Supervisory Board with adjustments for approval at the Annual General Meet-
ing 2024. The intention is to adjust the amount of remuneration in line with
the function, in order to guarantee that the Supervisory Board remuneration re-
mains competitive in future. In addition, this will reflect both the continuous
expansion of Deutsche Börse Group's business activities in terms of their struc-
ture, volume and international scope, and the complexity of the legal and regu-
latory requirements and the demands on the Supervisory Board members and
the increased liability risk that results.
In view of the scheduled approval of the remuneration system for the Executive
Board by the Annual General Meeting in 2025, the Supervisory Board, advised
by its Nomination Committee, will review the current remuneration system in
the 2024 financial year and notify significant shareholders of the results of the
review and planned adjustments.
As the remuneration system for the Executive Board of Deutsche Börse AG and
the Remuneration Report 2022 were approved by a large majority of share-
holders, no changes to the remuneration system are currently planned. On the
contrary, the Supervisory Board of Deutsche Börse AG sees these votes as a
clear recommendation to maintain the current remuneration unchanged and to
apply it again in the 2024 financial year. This applies particularly to the un-
derlying performance criteria and the target achievement curves.
Look ahead to 2024 from a remuneration perspective
The presentation of average employee remuneration and its development refers
to all members of the joint operation Frankfurt. The joint operation Frankfurt
consists of Deutsche Börse AG and the following entities: Eurex Frankfurt AG,
Eurex Clearing AG, Eurex Repo GmbH, Deutsche Börse Digital Exchange
GmbH, Clearstream Holding AG and Clearstream Banking AG. As for Executive
Board and Supervisory Board remuneration, the average remuneration for the
entire workforce is total remuneration (including any bonuses and other fringe
benefits).
Further information
Remuneration report
Auditor's Report
299
Remuneration report
Combined management report
Executive and Supervisory Board
Q
298
Deutsche Börse Group - Annual report 2023
1) The average value takes into account only full-year committee members.
- 18.8
- 6.7
140.6
880.5
Consolidated financial statements/notes
Q
Executive and Supervisory Board
Combined management report
2023
Q
Executive and Supervisory Board
Combined management report
Consolidated financial statements/notes
Remuneration awarded and due pursuant to section 162 AktG (part 1)
300
Deutsche Börse Group - Annual report 2023
PDF (A4)
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the remuneration report. The procedures selected
depend on the auditor's judgement, including the assessment of the risks of
material misstatement of the remuneration report, whether due to fraud or
error. This includes the assessment of the risks of material misstatement of
the remuneration report, whether due to fraud or error, including the related
disclosures. In making those risk assessments, the auditor considers the
internal control system relevant to the entity's preparation of the remuneration
report and related disclosures. The objective is to plan and perform audit
procedures that are appropriate in the circumstances, but not to express an
opinion on the effectiveness of the company's internal control system. An
audit also includes assessing the accounting principles used and the
reasonableness of accounting estimates made by management and the
Supervisory Board, as well as evaluating the overall presentation of the
remuneration report, including the related disclosures.
financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW).
Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the
remuneration report, including the related disclosures, is free from material
misstatement.
Our responsibility is to express an opinion on this remuneration report,
including the related disclosures, based on our audit. We conducted our audit
in accordance with German generally accepted standards for the audit of
Responsibility of the auditor
The legal representatives and the Supervisory Board of Deutsche Börse
Aktiengesellschaft are responsible for the preparation of the remuneration
report, including the related disclosures, in accordance with the requirements
of section 162 AktG. The executive directors and the Supervisory Board are
also responsible for such internal control as they have determined necessary
to enable the preparation of a remuneration report that is free from material
misstatement, whether due to fraud or error.
Responsibility of the legal representatives
and the Supervisory Board
We have audited the remuneration report prepared in accordance with section
162 AktG of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for the
financial year from 1 January to 31 December 2023, including the related
disclosures.
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Auditor's Report
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
2,118.4
Net income of Deutsche Börse AG pursuant to HGB €m
15.0
23.4
53.1
2.5
122.0
125.0
5.8
€ thous.
2022
€ thous.
Change
2023/2022
Change
2022/2021
Change
2021/2020
%
%
%
9,917.21
4,469.91
10,783.92
- 8.0
121.8
1.3
3,019.92
48.0
33.6
11.0
4,131.71
157.0
18.0
154.0
662.4
15.9
8.61
9.98
9.3
23.6
16.6
2,525.6
2,944.3
9.2
23.6
17.0
4,337.6
5,076.6
- 0.4
7.0
1.5
120.0
121.8
6.1
2.0
0.6
167.51
168.5
1.9
Remuneration of Supervisory Board members
Combined management report
65.4
6.0
11.5
15.0
30.0
23.1
30.0
85.0
65.4
85.0
Nadine Brandl
130.0
40.0
0.0
0.0
11.7
0.0
28.3
0.0
194.0
206.0
14.0
10.2
0.0
121.0
Further information
Karl-Heinz Flöther²
52.5
85.0
Anja Greenwood
172.0
177.0
12.0
9.6
17.0
75.0
42.4
75.0
85.0
48.0
85.0
53.1
0.0
1.0
0.0
16.7
0.0
35.4
0.0
Andreas Gottschling
21.0
55.0
29.1
60.0
€ thous.
2023
2022
2023
%
2023
€ thous.
€ thous.
2022
2023
%
€ thous.
2023
Total remuneration
Attendance fee
Fixed annual remuneration
Committee remuneration
Remuneration awarded and due to the Supervisory Board pursuant to section 162 AktG
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Q
PDF (A4)
Deutsche Börse Group - Annual report 2023
295
Further information
€ thous.
85.0
2023
%
2023
125.0
60.7
125.0
315.0
320.0
15.0
6.2
20.0
80.0
25.0
80.0
220.0
68.8
220.0
Katrin Behrens¹
Markus Beck (Deputy Chairman)
Martin Jetter (Chairman)
Remuneration report
Auditor's Report
Remuneration report
€ thous.
€ thous.
€ thous.
2022
2022
85.0
60.0
60.0
169.0
14.0
11.2
19.0
65.0
38.5
65.0
85.0
50.3
85.0
164.0
Michael Rüdiger
206.0
11.0
7.8
16.0
105.0
51.0
105.0
85.0
41.2
85.0
201.0
Peter Sack
85.0
54.1
85.0
Clara-Christina Streit
153.0
157.0
8.0
7.7
12.0
60.0
38.2
60.0
85.0
54.1
85.0
Charles G. T. Stonehill
153.0
157.0
8.0
7.7
12.0
60.0
38.2
60.0
85.0
Barbara Lambert
162.0
165.0
12.0
29.4
40.0
56.7
62.5
85.0
Shannon A. Johnston4
93.1
133.0
6.0
9.8
13.0
23.3
26.3
35.0
63.8
63.9
85.0
Oliver Greie³
154.0
162.0
9.0
10.5
17.0
26.6
37.0
11.0
6.0
9.1
15.0
65.0
39.4
65.0
85.0
51.5
85.0
Achim Karle
159.0
166.0
9.0
9.6
16.0
65.0
39.2
65.0
85.0
51.2
85.0
Susann Just-Marx
89.3
136.0
8.1
Consolidated financial statements/notes
Q
Kirchhoff Consult AG, Hamburg
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Contact
The annual report 2023 of Deutsche Börse Group is available as pdf on the
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The annual report 2023 is both available in German and English.
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Publications service
Deutsche Börse Group - Annual report 2023
Q
22 October 2024
Publication half-yearly financial report 2024
24 July 2024
Annual General Meeting
14 May 2024
Publication quarterly statement Q1/2024
23 April 2024
302
Financial calendar
Acknowledgements/Contact/
Further information
Financial calendar 2024
Remuneration report
Consolidated financial statements/notes
Combined management report
Executive and Supervisory Board
Registered trademarks
Publication quarterly statement Q3/2024
Reproduction - in total or in part - only with the written permission of the
publisher We would like to thank all colleagues and service providers who
participated in the compilation of this report for their friendly support.
15 March 2024
Marc Billeb
Certified Public Auditor
PDF (A4)
Deutsche Börse Group - Annual report 2023
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
Frankfurt am Main, 8 March 2024
We issue this auditor's report on the basis of the audit agreement with
Deutsche Börse Aktiengesellschaft concluded with Deutsche Börse
Aktiengesellschaft. The audit was performed for the purposes of the Company
and the audit opinion is solely intended to inform the Company about the
results of the audit. Our responsibility for the audit and for our audit opinion
is solely to the Company in accordance with this engagement. The audit
opinion is not intended for third parties to make (investment and/or asset)
decisions based on it. Accordingly, we do not assume any responsibility, duty
of care or liability towards third parties; in particular, no third parties are
included in the scope of protection of this contract. § Section 334 of the
German Civil Code (BGB), according to which defences arising from a
contract can also be asserted against third parties, is not waived.
Restriction of use
Dr Michael Rönnberg
Certified Public Auditor
The substantive audit of the remuneration report described in this auditor's
report includes the formal audit of the remuneration report required by § 162
Abs. 3 AktG, including the issue of an auditor's report on this audit. Since we
express an unqualified opinion on the content of the remuneration report, this
opinion includes that the disclosures pursuant to Section 162 (1) and (2)
AktG have been made in all material respects in the remuneration report.
In our opinion, based on the findings of our audit, the remuneration report for
the financial year from 1 January to 31 December 2023, including the
related disclosures, complies in all material respects with the accounting
provisions pursuant to Section 162 AktG.
Audit judgement
Further information
Remuneration report
Auditor's Report
Remuneration report
Consolidated financial statements/notes
Combined management report
Reference to another matter - Formal audit of
the remuneration report in accordance with
section 162 AktG
The German version of this report is legally binding. The company cannot be
held responsible for any misunder-standing or misinterpretation arising from
this translation.
301
Executive and Supervisory Board
Publication date
Deutsche Börse AG, Frankfurt am Main
Cover
Deutsche Börse AG, Frankfurt am Main
Concept and layout
www.deutsche-boerse.com
60485 Frankfurt am Main
Germany
Q
Deutsche Börse AG
Acknowledgements
Registered trademarks
Financial calendar
Acknowledgements/Contact/
Further information
Remuneration report
Consolidated financial statements/notes
Combined management report
Published by
Deutsche Börse AG
PDF (A4)
www.deutsche-boerse.com
00
-
60485 Frankfurt am Main
Executive and Supervisory Board
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
position by the Executive Board
Overall assessment of the economic
Net assets
Financial position
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Fixed-rate bearer bond (hybrid bond)
Non-financial declaration
Remuneration report
Capital management
We further developed our capital management strategy in 2023. We are aim-
ing to maintain our strong rating at Group level, which was changed to AA- af-
ter the SimCorp takeover. Furthermore, we endeavour to maintain the strong
AA credit ratings of our subsidiaries Clearstream Banking S.A. and Clearstream
Banking AG, in order to ensure their long-term success in securities settlement
and custody. The activities of our Eurex Clearing AG subsidiary also require
strong credit quality.
Luxembourg/ Frankfurt
Report on opportunities
Fixed-rate bearer bond
€500 m
Report on expected developments
Relevant parameters
The following table "Relevant parameters" illustrates our calculation methodol-
ogy and shows the values for the reporting year.
■ Interest expenses for rating purposes are calculated on the basis of interest
expenses for financing, less interest expenses of Group entities which are
also financial institutions. These include Clearstream Banking S.A., Clear-
stream Banking AG and Eurex Clearing AG. Interest expenses which are not
related to our financing are not included in the calculation of interest ex-
penses. Only 50 per cent of the hybrid bonds are counted towards interest
expenses. Interest expenses for rating purposes in 2023 came to €86 mil-
lion.
■ The Group's net debt for rating purposes is reconciled by first deducting
50 per cent of the hybrid bond, as well as the surplus cash as at the report-
ing date, from gross debt (i.e. from interest-bearing liabilities). Liabilities
from operating leases and unfunded pension obligations are then added. Net
debt for rating purposes in 2023 was €6,493 million.
■ FFO for rating purposes is calculated by deducting interest and tax payments
from EBITDA for rating purposes. FFO for rating purposes in 2023 was
€2,307 million.
■ To determine EBITDA for rating purposes, reported EBITDA is adjusted by
the result from financial investments, as well as by unfunded pension obliga-
tions. EBITDA for rating purposes in 2023 was €2,970 million.
We follow the methodology of S&P Global Ratings closely when calculating
these ratios.
Tangible equity (for Clearstream Banking S.A.): at least €1,100 m
■ Interest cover ratio: at least 14
Free funds from operations (FFO) to net debt: at least 40 per cent
■ Net debt to EBITDA ratio: no more than 2.25
To keep these good credit ratings we aim for the following relevant key perfor-
mance indicators going forward:
Further information
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Combined management report
Executive and Supervisory Board
DEOOOA3MQQV5
€500 m
Fixed-rate bearer bond (hybrid bond)
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Luxembourg/ Frankfurt
Call date 7 years/ June 2027/ June 2047 1.250 % (until call date)
final maturity in 27 years
Luxembourg/ Frankfurt
0.125%
February 2031
10 years
DE000A3H2465
DE000A289N78
€600 m
1.500%
Fixed-rate bearer bond
Deutsche Börse:
Fixed-rate bearer bond
Fixed-rate bearer bond
DE000A351ZR8
DE000A351ZS6
DE000A351ZT4
Q
37
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
Remuneration report
Deutsche Börse:
Consolidated financial statements/notes
Luxemburg/Frankfurt
Luxemburg/Frankfurt
Luxemburg/Frankfurt
3.875%
3.750%
3.875%
September 2026
September 2029
September 2033
10 years
6 years
Luxembourg/ Frankfurt
Call date 6.25 years/ June 2028/ June 2048 2.000 % (until call date)
final maturity in 26.25 years
3 years
€1,000 m
€750 m
€1,250 m
April 2032
Combined management report
Luxembourg/ Frankfurt
Further information
Financial position
Cash flow
Consolidated cash flow statement (condensed)
in €m
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 at 31 December
Other cash and bank balances as at 31 December
2,482.5
2022
2023
2,549.0
2,141.6
2,483.6
- 3,997.2
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
- 1,406.5
environment
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Business developments
10 years
2,293.4
2,955.2
1,655.1
1,275.6
Fixed-rate bearer bond
€500 m
€500 m
€600 m
Risk report
Fixed-rate bearer bond
€600 m
DE000A1684V3
DE000A3H2457
DE000A2LQJ75
DE000A3MQXZ2
10 years
5 years
Maturity
October 2025
February 2026
Coupon (p.a.)
1.625%
Net debt/ EBITDA
Luxembourg/ Frankfurt
0.000%
Luxembourg/ Frankfurt
10 years
March 2028
1.125%
Non-financial declaration
Results of operations
Business developments
environment
Cash and cash equivalents at Deutsche Börse Group, i.e. its liquidity, com-
prise cash and bank balances - to the extent that these do not result from rein-
vesting 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. Change in other cash and bank balances was affected by
cash used for acquisitions, as well as cash outflows from operating activities.
Cash flow from operating activities was €2,482.5 million (2022:
€2,141.6 million) before changes in CCP positions on the reporting date and
was made up primarily of net income for the period of €1,796.8 million
(2022: €1,563.2 million) and from changes in working capital.
Cash outflows for investing activities amounted to €3,997.2 million in 2023
(2022: €1,406.5 million) and were largely driven by the acquisition of
SimCorp and fluctuations between short and long-term investments of cus-
tomer funds. The acquisition of SimCorp led to a cash outflow of €3,887.3
million. Capital expenditure on intangible assets and property, plant and
equipment of €264.0 million (2022: €323.5 million) was slightly below the
planning framework of around €300 million and related primarily to IT and
growth investments.
Cash inflow from financing activities was €2,206.9 million (2022: cash out-
flow of €951.1 million) and in addition to the dividend payment for the 2022
financial year of €661.5 million (2022: dividend for the 2021 financial year
of €587.6 million), included three bonds with a nominal volume of €3,000.0
million to finance the SimCorp acquisition.
Cash flow for 2023, which is the sum of all inflows and outflows of cash from
operating, investing and financing activities, came to €845.2 million (2022:
€126.0 million) and was dominated by cash flow from operating activities.
The positive cash flow from operating activities, sufficient credit lines and our
flexible management and planning system meant that we were again ade-
quately supplied with liquidity in 2023.
For further details of cash flow, see the consolidated cash flow statement and
note 21 to the consolidated financial statements.
- 951.1
2,128.2
Deutsche Börse Group - Annual report 2023
36
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
PDF (A4)
Target figures
We aim to distribute dividends equivalent to between 30 and 40 per cent of
net profit for the period attributable to Deutsche Börse AG shareholders. Within
this range, we manage the actual payout ratio mainly in relation to our busi-
ness performance and based on continuity considerations. In addition, we plan
to invest the remaining available funds primarily in our external development.
Should the Group not be able to invest these funds, additional distributions,
particularly in the form of share buy-backs, would be another possible use for
them.
≤ 2.25
214,310.2
9,078.4
248,145.2
thereof financial instruments held by central counterpar-
ties
137,904.9
129,932.8
thereof restricted bank balances
thereof other cash and bank balances
53,669.4
1,655.1
93,538.3
1,275.6
EQUITY AND LIABILITIES
237,726.9
268,903.5
10,100.2
9,060.9
Liabilities
227,626.7
Current assets
259,842.6
7,667.6
222.7
268,903.5
23,416.7
20,758.4
12,478.6
8,610.0
thereof goodwill
8,213.3
5,913.7
thereof other intangible assets
3,035.3
1,942.6
thereof financial assets
9,870.4
11,322.8
thereof financial assets measured at amortised cos
thereof financial assets measured at FVOCI
thereof financial instruments held by central counterpar-
ties
1,801.9
1,894.7
182.8
237,726.9
thereof non-current liabilities
14,183.8
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Net assets
Significant changes to net assets are described below. The full consolidated
statement of financial position can be found in the consolidated financial state-
ments.
Equity
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
40
1) Previous year adjusted, see note 3.
16,206.7
93,283.1
thereof cash deposits by market participants
thereof financial instruments held by central counterpar-
ties
7,667.6
9,078.4
thereof financial liabilities measured at amortised cost
thereof deferred tax liabilities
7,484.0
4,535.0
789.2
388.2
thereof current liabilities
211,420.0
245,658.8
thereof financial instruments held by central counterpar-
ties
137,341.9
129,568.8
thereof financial liabilities measured at amortised cost
18,691.7
19,522.6
53,401.3
31 Dec 2022¹
31 Dec 2023
Consolidated balance sheet (extract)
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
We intend not to allow tangible equity (equity less intangible assets) of Clear-
stream Banking S.A. to fall below €1,100 million. Clearstream Banking S.A.
achieved this during the year under review, with a figure of €1,648 million.
Economic situation
S&P Global Ratings bases the calculation of key performance indicators on the
corresponding weighted average of the reported or expected results of the pre-
vious, the current and the following reporting period. To ensure the transpar-
ency of the key performance indicators, we report them based on the current
reporting period.
Fundamental information about the Group
Strategy and steering parameters
Combined management report
2.19
Free funds from operations (FFO) / net debt
Interest coverage ratio
%
≥ 40
36
≥ 14
35
Tangible equity of Clearstream Banking S.A.
(as at the reporting date)
€m
≥ 1,100
1.648
As expected, the acquisition of SimCorp in September 2023 meant that the
target for FFO in relation to net debt was undershot slightly. Since we generate
significant cash flow from our operating business, we expect to reduce debt
quickly and achieve the ratings targets in 2024.
PDF (A4)
Deutsche Börse Group - Annual report 2023
38
Q
Executive and Supervisory Board
Deutsche Börse:
Dividends and share buy-backs
35
At the Annual General Meeting we will be proposing to pay a dividend of
€3.80 per no-par value share for the financial year 2023 (2022: €3.60). This
dividend is equivalent to a distribution ratio of 40 per cent of net profit for the
period attributable our shareholders. Given 185.1 million no-par shares bear-
ing dividend rights, this would result in a total dividend payment of
€703.4 million (2022: €661.6 million). The number of shares with dividend
rights is produced by deducting 4.9 million treasury shares from our ordinary
share capital of 190.0 million shares.
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
As expected, S&P Global Ratings put its credit rating for Deutsche Börse AG on
"Creditwatch Negative" on 28 April 2023 following the announcement of the
SimCorp transaction. After the transaction and the related additional borrowing
were completed on 20 September 2023 it then downgraded the credit rating
from AA to AA-, also as expected. This did not affect the credit ratings for
Clearstream Banking AG and Clearstream Banking S.A. S&P Global Ratings
confirmed its AA- credit rating for Deutsche Börse AG and its AA credit rating
for Clearstream Banking AG and Clearstream Banking S.A. on 29 January
2024. Deutsche Börse AG's rating reflects the assumption that the Group will
continue its growth strategy. Clearstream Banking S.A.'s rating reflects its
strong risk management, minimal debt levels and strong position on the inter-
national capital markets – especially through its international custody and
transaction business.
in €m
ASSETS
Non-current assets
thereof intangible assets
Executive and Supervisory Board
Q
39
Deutsche Börse Group - Annual report 2023
In November 2023 we announced a share buy-back programme for 2024 on
the basis of the authorisation granted by the Annual General Meeting on 8
May 2019. Company shares are to be bought back for a total cost of up to
€300.0 million (without incidental expenses) in the period to 3 May 2024.
Credit ratings
Credit ratings
Deutsche Börse AG
S&P Global Ratings
Clearstream Banking S.A.
Fitch Ratings
S&P Global Ratings
Clearstream Banking AG
S&P Global Ratings
Long-term
Short-term
AA-
2023
A-1+
F1 +
AA
A-1+
AA
A-1+
Our credit quality is reviewed regularly by S&P Global Ratings, while Clear-
stream Banking S.A. is rated by Fitch Ratings and S&P Global Ratings, and
Clearstream Banking AG by S&P Global Ratings.
On 21 December 2023, Fitch Ratings affirmed the AA credit rating of Clear-
stream Banking S.A. with a stable outlook. The rating reflects Clearstream
Banking's leading position in the post-trade business, its diligent liquidity
management as well as its impeccable capitalisation.
PDF (A4)
AA
Deutsche Börse Group - Annual report 2023
Ongoing high issuance by companies and the public sector, as well as the
general increase in share prices as a result of buoyant markets, led to growth
of 6 per cent in assets under custody in 2023. The principal contribution
came from the year-on-year change in the volumes of debt instruments held by
our national and international central securities depositories (CSD, ICSD).
These also rose by 6 per cent on average. The custody unit also reports on col-
lateral management and the securities lending business. A more restrictive
monetary policy and higher interest rates caused a significant increase of 14
per cent in outstanding volume compared with the previous year. The securi-
ties settlement business also saw solid growth of 6 per cent in the financial
year. The key driver in this area was an increase in the settlement of OTC se-
curities.
Net revenue the previous year included a disposal gain of some €50 million
from the sale of our stake in the European transaction register REGIS-TR. This
was recognised in Other net revenue.
position by the Executive Board
509.0
- 7%
Interest rates
397.1
367.9
8%
Margin fees
91.0
471.0
117.6
305.2
239.9
27 %
565.0
475.5
19%
241.5
183.3
32 %
- 23 %
Gas
Equities
1,234.4
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
potential synergies (costs to achieve) in the new Investment Management So-
lutions segment.
The ESG & Index unit saw sustained a stable for ESG products, which institu-
tional investors and banks use to develop sustainable investment strategies
and for ESG reporting. The corporate solutions offered by ISS for companies
also continued to experience interest. Compared with the previous year, the
exchange rate effects of a weaker US dollar on average had a slightly negative
impact on net revenue.
In the Index business, lower trading activity in equity index derivatives on our
derivatives exchange Eurex had an impact on Index net revenue. It declined
year on year by 10 per cent. By contrast, the trend towards exchange-traded
index funds and correspondingly higher investment volumes support business
with ETF licences. It increased by 5 per cent compared with the previous year.
Net revenue in the Index unit was therefore slightly up on the previous year.
However, Index net revenue the previous year included a one-off, volume-
based licence fee reimbursement of €19 million from the Trading & Clearing
segment.
Trading & Clearing segment
in €m
2%
Other
Commodities
Power
2023
2022
Change
Net revenue
2,262.8
2,187.1
3%
Financial derivatives
1,264.3
Key indicators Trading & Clearing segment
101.7
89.2
14%
Foreign exchange
Operating costs
EBITDA
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
The Trading & Clearing segment comprises four asset classes: financial deriva-
tives, commodities, cash equities and foreign exchange. In the financial deriv-
atives asset class, we report on the performance in the financial derivatives
trading and clearing business at Eurex exchange. Performance is driven mainly
by the trading activities of institutional investors and other professional market
participants and depends, to a large extent, on our clients' hedging needs and
market volatility. Revenue is also generated from marketing data and manag-
ing collateral.
PDF (A4)
Q
Other
Executive and Supervisory Board
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Combined management report
1 %
1,330.8
1,349.4
Other
221.8
203.0
9%
Cash equities
293.9
344.4
- 15 %
Trading
126.5
176.2
- 28 %
167.4
168.2
-0%
139.6
132.8
5 %
- 914.6
- 876.3
4 %
Report on opportunities
Risk report
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Net assets
Financial position
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Strategy and steering parameters
-2%
1 %
-5%
-3 %
52 %
6%
- 383.2
261.5
- 581.1
276.0
Net assets
122.1
215.6
205.6
238.6
242.1
ESG
576.3
566.3
ESG & Index
0
118.6
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Executive and Supervisory Board
Q
31
Deutsche Börse Group - Annual report 2023
PDF (A4)
In the financial year the Software Solutions unit of the segment profited partic-
ularly from higher net revenue thanks to new customer gains and contract re-
newals by existing customers, which are mainly linked to the timing of trans-
actions. This relates both to the performance in the existing analytics business
and to that of SimCorp. Net revenue from SimCorp was consolidated for the
first time in the fourth quarter of 2023 and was somewhat above our original
expectations due to a higher number of new contracts for software solutions.
As a result of the acquisition, the segment costs were driven largely by the re-
lated transaction costs of €22 million and the costs of €56 million for realising
In the ESG & Index unit we report on both the ESG and Index business gener-
ated by our ISS STOXX subsidiary. Under the umbrella of ISS STOXX are the
STOXX Index business (also comprising STOXX® and DAX® indices) as well as
the four existing business units of ISS: ISS Governance, ISS ESG, ISS Corpo-
rate Solutions and ISS Market Intelligence. The combination of robust and di-
verse ESG and governance datasets from ISS with the all-round expertise of
STOXX in producing benchmarks and customer-specific indices, as well as in
index production and settlement, enables ISS STOXX to operate effectively on a
global basis. Net revenue in this business is made up of ETF, exchange and
other licence revenue. While ETF licence revenue depends on the volume in-
vested in exchange-traded index funds (ETFs) based on STOXX® and DAX®,
exchange licence revenue are derived mainly from the volume traded in index
derivatives on STOXX and DAX indices on Eurex. By licensing sustainable in-
dex solutions that mirror the entire index product portfolio, we contribute to the
ESG trend. Net revenue at ISS is made up of ESG revenue, which comprises
corporate and governance solutions, ESG data, research and ESG ratings. Mar-
ket intelligence activities are presented under Other.
more effective use of our respective assets and resources and offer our custom-
ers even more added value. Net revenue in this unit is made up of licensing,
update and service revenue for on-premise and SaaS solutions, as well as rev-
enue from the analytics business. Revenue from professional services activities
is recognised under Other.
In the Software Solutions unit we report on the activities of SimCorp, which
now also includes the analytics business of Axioma. SimCorp is a renowned
provider of investment management software and offers a market-leading front-
to-back investment management platform. As a Software-as-a-Service-(SaaS)
and Business-Process-as-a-Service-(BPaaS) player for global asset owners, as-
set managers and asset servicers, our open platform provides both flexibility
and operating efficiency for our customers in all asset classes. In today's fast-
moving markets the top priority is also a comprehensive and agile approach to
portfolio and risk management. For this reason we have bundled the portfolio
construction and risk management solutions from Axioma (Analytics) with our
investment management platform. By combining our strengths we can make
Since the fourth quarter of 2023 the Investment Management Solutions seg-
ment has consisted of the previous Data & Analytics segment and the business
operations of the newly acquired SimCorp. It is divided into the Software Solu-
tions and the ESG & Index units.
Other
Index
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Risk report
Operating costs
EBITDA
46.1
Non-financial declaration
Other
124.2
Q
Financial position
Net assets
Overall assessment of the economic
Liquidity management
We mainly cover our operational liquidity needs by means of internal financ-
ing, i.e. by retaining earnings. Our aim is to hold sufficient liquidity to be able
to meet all our payment obligations as they fall due. We have an intra-Group
cash pool to aggregate our surplus cash as far as regulatory and legal provi-
sions allow. Generally speaking, we invest cash on a short-term basis, in order
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2023)
to ensure rapid availability, and it is largely secured by liquid bonds from
prime-rated issuers. Moreover, we have access to external sources of financ-
ing, such as bilateral and syndicated credit lines, as well as a commercial pa-
per programme (see note 24 to the consolidated financial statements for de-
tails of financial risk management). In recent years, we have leveraged our ac-
cess to the capital markets to issue corporate bonds in order to meet our struc-
tural financing needs.
Listing
Executive and Supervisory Board
Туре
ISIN
Term to
Fixed-rate bearer bond
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Issue volume
Combined management report
Deutsche Börse:
Economic situation
SaaS (incl. Analytics)
0
126.6
On-premises
75.4
296.9
Software Solutions
651.7
863.2
Net revenue
Change
2022
2023
in €m
Fundamental information about the Group
n.a.
65 %
n.a.
32 %
294 %
Key indicators Investment Management Solutions segment
Investment Management Solutions segment
75.4
Risk report
32
Report on expected developments
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
The Fund Services segment pools order routing and settlement activity and
custody volumes of mutual, exchange-traded, and alternative funds processed
by Clearstream in the fund processing unit. Clients can settle and manage
their entire fund portfolio across all asset classes on the VestimaⓇ fund pro-
cessing platform. The fund distribution business consists of the distribution
platform at Clearstream Fund Centre. Fund Services therefore offers one of the
leading fund services platforms in the European market for distribution part-
ners, banks, asset managers and fund providers. Net revenue in this segment
is largely a function of the volume and value of assets under custody and the
number of orders and settlements processed. In addition, Other net revenue in
the Fund Services segment includes the net interest income from the fund set-
tlement business and net revenue from fund data management, which largely
stems from the acquisition of Kneip S.A.
The financial year 2023 was challenging for the European fund industry. On
the one hand, fund prices profited from higher European equities indices than
in the previous year. On the other hand, higher interest rates resulted in out-
flows from actively managed funds. On balance, the value of assets under cus-
tody was roughly the same as the previous year. The market environment also
had a slightly negative impact on the number of securities settled. Net revenue
from fund settlement was therefore only slightly up on the previous year.
The fund distribution business was also faced with the same market trends de-
scribed above in the financial year. New customer wins and the transfer of
new customer portfolios could not fully make up for a slight decline in average
fund distribution assets. Net revenue in this unit fell slightly year on year as a
result.
Report on opportunities
In April 2023 we announced that Clearstream Fund Centre S.A. had received
its own banking licence in Luxembourg and so was independent in the market,
but will remain closely linked with Clearstream's national and international
central depositories (CSD, ICSD) in order to exploit synergies between the units
for the benefit of our customers. Due to the increased independence of our
fund services business from the securities business, the relevant portion of the
net interest income from banking business of €57 million was reclassified
from Securities Services to Fund Services (Other). At the same time, the sepa-
ration resulted in a transfer of net revenue of €16 million from Fund Services
to Securities Services (Custody, Settlement and Other).
PDF (A4)
Deutsche Börse Group - Annual report 2023
34
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Strategy and steering parameters
Economic situation
Other net revenue also includes the fund data business of Kneip, which was
consolidated in the second quarter 2022.
Macroeconomic and sector-specific
Risk report
Net assets
Fund settlement
213.9
211.5
1 %
Fund distribution
85.3
89.7
- 5%
Other
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
140.7
Operating costs
EBITDA
Report on opportunities
- 171.5
203.8
88 %
22 %
11 %
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
74.7
Securities Services segment
5 %
9%
Key indicators Securities Services segment
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
position by the Executive Board
Settlement
Operating costs
EBITDA
148 %
- 22 %
6%
1) The deconsolidation of REGIS-TR was completed on 31 March 2022 and includes a disposal gain of
€50 million.
50%
Our settlement and custody activities are reported under the Securities Services
segment. In providing the post-trade infrastructure for Eurobonds and other se-
curities markets, our subsidiary Clearstream is responsible for the issuance,
settlement, management, and custody of securities from 60 domestic markets
worldwide, plus the international market. Net revenue in this segment is
driven mainly by the volume and value of assets under custody, which deter-
mine the custody fees. The settlement business depends primarily on the
number of settlement transactions processed by Clearstream via stock ex-
changes as well as over-the-counter (OTC). The segment also includes net in-
terest income from banking business, which represents a significant portion of
the segment's net revenue due to the steep rise in global interest rates.
Net revenue in the Securities Services segment was affected most in 2023 by
the monetary policy measures taken by central banks around the world in re-
sponse to higher inflation. Net interest income from banking business, which
in the Securities Services segment stems from cash deposits by our clients,
profited significantly from higher base rates in both the USA and Europe. The
volume of cash balances fell by 6 per cent, by contrast, which indicates more
active liquidity management by our customers. Since the first quarter of 2023
around €90 million of the net interest income from banking business has been
segregated as assets under sanctions held by us, of which €14 million relates
to prior periods. This is therefore not shown in net revenue. When the fund
business was spun out of Clearstream, the relevant portion of net interest in-
come from banking business and other effects were reclassified from Securities
Services to Fund Services (Other), as described in the Fund Services segment.
Net interest income from banking business
Other
Overall assessment of the economic
Net assets
Financial position
Fundamental information about the Group
in €m
2023
2022
Net revenue
Custody
1,510.7
615.1
114.4
Fixed-rate bearer bond
645.5
1,122.9
585.0
104.8
260.0
Change
35 %
135.7
173.11
- 412.8
- 391.2
1,092.2
729.5
environment
Business developments
Results of operations
Economic situation
17 %
- 209.8
226.7
439.9
375.9
Uncertainty among market participants declined noticeably year on year in
2023, which was reflected in lower volatility on equities and commodities
markets. Market volatility on stock markets, as measured by the VSTOXX, fell
by 35 per cent. Hedging requirements fell as a result, and so trading activities
in equity index derivatives were down by 9 per cent in the Financial deriva-
tives unit. It was offset by an increase of 6 per cent in trading with interest
rate derivatives due to higher interest rates. Changes in the interest rate envi-
ronment also had a positive impact on the outstanding notional volume of
over-the-counter (OTC) and euro-denominated interest rate derivatives in cen-
tral clearing, which were up year on year by 19 per cent. Combined with the
central banks' more restrictive monetary policy, repo transactions in the Finan-
cial derivatives, Other unit in particular saw strong demand from market par-
ticipants and contributed €86 million to net revenue (2022: €51 million).
The segment also includes the foreign exchange asset class, which reports on
business performance on the trading platforms operated by our subsidiary
360T. Net revenue is generated mainly by the trading activities of institutional
investors, banks and internationally active companies.
The cash equities asset class shows the development of our trading venues in
the cash market (Xetra® and the Frankfurt Stock Exchange). Besides trading
and clearing services income, revenue stems from the ongoing listing of com-
panies' securities and exchange admissions, the marketing of trading data, in-
frastructure services and from services provided to partner exchanges.
In the commodities asset class, we report on trading activities on the EEX
Group's platforms in Europe, Asia and North America. The EEX Group operates
marketplaces and clearing houses for energy and commodity products, con-
necting more than 800 participants around the world. The product portfolio
comprises contracts on power, environmental, freight and agricultural prod-
ucts. The EEX Group's most important revenue drivers are the power spot and
derivatives markets, and the gas markets. These include products such as
green power derivatives, emissions trading and certificates of origin.
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
The Russian invasion of Ukraine and the resulting uncertainty concerning the
security of European gas and broader energy supplies dominated the financial
year 2022, but the gas and power markets were calmer in the reporting pe-
riod. Prices of the respective reference products for power and gas in the Com-
modities unit therefore fell significantly from their record highs in 2022. This
reduced the margin required for trading in derivatives substantially, which had
a distinctly positive effect on the futures markets. The trading volume in power
derivatives climbed year on year by 38 per cent and in gas derivatives by 18
per cent. The unit also profited from new customer gains, which stemmed
partly from the fact that centrally cleared offerings are highly competitive com-
pared with the OTC market. Commodities, Other, reported a higher net reve-
nue contribution from collateral management fees resulting from the significant
increase in interest rates in both Europe and the USA.
As with our European competitors, in addition to a decline in market volatility,
the high interest rate environment also weighed on equity trading in Cash eq-
uities. It was only towards the end of the year that key indices like the DAX
picked up sharply, reaching all-time highs in some cases. This was only partly
able to offset a general decline in the order book volume of 31 per cent, how-
ever. Xetra's market share as the reference market for trading in DAX shares
was again over 60 per cent, as in the previous year.
In Foreign exchange we increased the average daily trading volume on our
platform by 6 per cent in the reporting year, despite lower volatility in the
EUR/USD exchange rate. Net revenue in this unit performed correspondingly
well.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Q
Net revenue
33
2022
2023
in €m
Fundamental information about the Group
Key indicators Fund Services segment
Fund Services segment
Strategy and steering parameters
Change
Combined management report
Deutsche Börse:
Executive and Supervisory Board
Consolidated income statement
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
42
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
As in recent years, we are again offering shareholders a higher dividend for the
2023 financial year. The proposed dividend is €3.80 (2022: €3.60), repre-
senting a year-on-year increase of 6 per cent. We also decided in 2023 to
carry out a share buyback programme with a volume of €300 million, which
began on 2 January 2024 and should be completed by 3 May 2024 at the
latest. The proposal on the appropriation of distributable profit reflects treasury
shares held directly or indirectly by the company that do not carry dividend
rights under section 71b Aktiengesetz (AktG, the German Stock Corporation
Act). The number of shares carrying dividend rights can change until the An-
nual General Meeting through the repurchase or sale of further treasury shares.
In this case, with a dividend of €3.80 per eligible share, an amended resolu-
tion for the appropriation of distributable profit will be proposed to the Annual
General Meeting.
On this basis we consider that Deutsche Börse Group's financial position re-
mained very solid during the reporting period. As in prior years we reported
strong cash flow from operating activities. The ratio of net debt to EBITDA,
which is important for the credit rating, came to 2.19 and was thus below the
now applicable limit of 2.25.
Financial position
Net assets
position by the Executive Board
Net revenue
Deutsche Börse Group: five-year overview
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Equity
depreciation and amortisation (EBITDA) increased year on year by 17 per cent
to €2,944.3 million, which was slightly higher than our expectations in view
of the effects mentioned above. Additional borrowing to finance the acquisition
also affected the financial result, which changed accordingly to €74.0 million.
thereof treasury result from banking and similar business
Operating costs (excluding depreciation, amortisation and impairment losses)
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Depreciation, amortisation and impairment losses
Net profit for the period attributable to Deutsche Börse AG shareholders
Earnings per share (basic)
Consolidated cash flow statement
Cash flows from operating activities
Consolidated balance sheet
Non-current assets
Report on expected developments
Report on opportunities
Risk report
Non-financial declaration
Overall assessment of the economic
The persistently high inflation rates in both the USA and Europe meant that
there was a focus on intervention by central banks in the financial year 2023.
The resulting rapid interest rate rises boosted market participants' need for
hedging with interest rate derivatives, but also had a significantly positive ef-
fect on growth in net interest income from banking business in the Securities
Services and Fund Services segments. Fears of recession and uncertainty con-
cerning the future direction of interest rates subdued share trading and also led
to outflows from fund assets under management. It was only as inflation rates
began to recede sustainably and with the prospect of an end to further interest
rate increases that equity indices picked up again strongly in the fourth quarter
of 2023. Compared with the record highs in 2022, price volatility and the re-
lated volumes of capital committed to power and gas markets declined signifi-
cantly. Trading activity rose accordingly, particularly in power derivatives. With
net revenue of €5,076.6 million, we achieved year-on-year growth of 17 per
cent for the Group, which was above our expectations. Of the total, 5 per cent
is due to secular growth and 7 per cent to cyclical growth effects. The acquisi-
tion of SimCorp, which was consolidated in the Group for the first time in the
fourth quarter of the financial year, contributed another 5 per cent from M&A
growth. The increase in costs was also mostly related to the acquisition of
SimCorp, and included extraordinary transaction expenses and the costs of re-
alising potential synergies (costs to achieve) in the new Investment Manage-
ment Solutions segment totalling €79 million. Earnings before interest, taxes,
Net assets
Remuneration report
Deutsche Börse Group's total assets fell year-on-year by 12 per cent. The in-
crease in non-current assets resulted mainly from the SimCorp acquisition,
which is reflected in higher intangible assets, and from exchange rate-related
fluctuations in goodwill. The decline in current assets was particularly due to
the volatility of restricted bank balances and financial instruments of the cen-
tral counterparties at the reporting date.
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Corporate governance statement
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Macroeconomic and sector-specific
environment
Business developments
Results of operations
Financial position
Net assets
Overall assessment of the economic
position by the Executive Board
Non-financial declaration
Risk report
Report on opportunities
Group equity rose by 11 per cent compared with the previous year. This was
due mainly to the net profit for the reporting year 2023, less the dividend pay-
ment for the previous financial year 2022.
Overall assessment of the economic position by the
Executive Board
Deutsche Börse Group invested a total of €264.0 million in the reporting year
(2022: €323.5 million) in intangible assets and property plant and equipment
(capital expenditure, CapEx), mainly in connection with IT and growth invest-
ments.
Working capital comprises current assets less current liabilities, excluding
technical closing-date items. Current assets, excluding technical closing-date
items, amounted to €2,298.9 million (2022: €2,588.6 million). As Deutsche
Börse Group collects fees for most of its services on a monthly basis, the trade
receivables of €1,832.2 million included in current assets as at 31 December
2023 were relatively low compared with net revenue (31 December 2022:
€2,289.2 million). The decline in trade receivables was particularly due to
open items as at the reporting date from the market volatility of the sports mar-
kets within EEX Group, which were offset by a decline in trade payables at the
same time. The current liabilities of the Group, excluding technical closing-
date items, amounted to €2,312.6 million (2022: €2,763.3 million, exclud-
ing technical closing-date items). For this reason the Group had slightly nega-
tive working capital of €13.8 million at year-end (2022: negative working cap-
ital of €174.7 million).
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on opportunities
Risk report
Non-financial declaration
Overall assessment of the economic
position by the Executive Board
Financial position
Results of operations
Business developments
environment
Macroeconomic and sector-specific
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
41
Deutsche Börse Group - Annual report 2023
PDF (A4)
Market participants linked to the Group's clearing houses partly provide collat-
eral in the form of cash deposits, which are subject to daily adjustments. The
cash deposits are generally invested on a secured basis overnight by the cen-
tral counterparties and reported in the balance sheet under "restricted bank
balances". The total value of cash deposits at the reporting dates relevant for
the reporting period (31 March, 30 June, 30 September and 31 December)
varied between €46.8 billion and €58.9 billion (2022: €53.4 billion and
€119.5 billion).
The "financial instruments of the central counterparties" item relates to the
function performed by Eurex Clearing AG, European Commodity Clearing AG
as well as Nodal Clear, LLC. Since they act as the central counterparties for
Deutsche Börse Group's various markets, their financial instruments are car-
ried in the balance sheet at their fair value. The financial instruments of the
central counterparties are described in detail in the section "Risk report" of the
combined management report and in notes 12 and 24 to the consolidated fi-
nancial statements.
Technical closing-date items
Working capital
Non-current interest-bearing liabilities¹
Executive and Supervisory Board
Dividend per share
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
47
Deutsche Börse Group - Annual report 2023
PDF (A4)
In our annual staff survey, the People Survey, which also deals with subjects
such as pervading strategy and teamwork, we got very satisfying marks for our
attractiveness as an employer (82 per cent approval). The largely positive
feedback underlines how Deutsche Börse Group stands for a working environ-
ment which makes it easy for staff to reconcile their career and their private
life, with flexible models for working hours, allowances for childcare, part-time
degree courses and part-time work. We also measure the average value of the
two topics Strategic Alignment & Organisational Framework and Team Effec-
tiveness & Collaboration annually. Our goal is to achieve an average value of
more than 71.5 per cent in both topics. In 2023 we achieved a value of 73.0
per cent (without SimCorp). The following graph "Results of our annual People
Survey 2023" shows what employees think about the subjects of understand-
ing strategy and teamwork.
Strategy and steering parameters
Further information about participation by employees and managers in training
and development measures can be found in the table “Key data on Deutsche
Börse Group's workforce as of 31 December 2023".
We can only achieve lasting success if we attract and retain both new talents
as well as specialized, experienced and engaged employees to Deutsche Börse
Group and ensure they are enthusiastic about working for us as their employer
of choice. In this spirit, we are continuously working on the implementation of
our talent attraction strategy by considering the market situation and adjust it
accordingly. Our strategy conveys the message that with us new talents be-
come part of an international team that drives positive change and is charac-
terised by curiosity and an open mind. We welcome people from all different
origins, age groups and personal backgrounds, and want to give them the op-
portunity to grow with us. We achieve this via a number of employee develop-
ment programmes. Internal training courses - on cloud technology, digital in-
frastructure and agile development methods, for example – are the logical con-
tinuation of these programmes and form the basis for structured retraining and
further training. They are supplemented by mentoring programmes and per-
sonality-related training courses; on communication, taking responsibility or
becoming a team player, for instance.
Employer attractiveness
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
We expanded our existing range of development programmes in 2023. In par-
ticular we introduced activities for a structured programme intended to in-
crease mobility between countries, locations and legal entities. In addition, we
continued the LightUp! events for managers that were launched the previous
year, which focus on refreshing competences and on expectations of modern
managers. Taken as a whole, these formats strengthen our people develop-
ment offering.
Risk report
Economic situation
ESG governance
14 Negative
Strategic Alignment & Organisational Framework
in %
Results of our annual "People Survey 2023"
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Non-financial declaration
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
Corporate governance statement
(2022: 14 Negative)
EU Taxonomy
Customers and markets
(disclosures based on HGB)
Takeover-related disclosures
Corporate governance statement
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Consolidated financial statements/notes
Employees
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
45
ESG targets
Social environment
Remuneration report
Social environment: In terms of ESG ratings, our aim is to achieve a place in
the 90th percentile in three leading independent ESG ratings (S&P, Sus-
tainalytics, MSCI). (see section “ESG ratings").
Employees
ESG targets
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Q
Further information
46
PDF (A4)
We successfully put our hybrid working model into practice in the framework
of Trust@Work. With this hybrid working model that spans teams and projects
we create the conditions for effective cooperation and focus particularly on im-
portant moments at work, mental health and well-being. This process is
backed up by DigitizeHR, an initiative to fully digitise our operating HR pro-
cesses and provide actionable analytics. MissionGrow! is our initiative for im-
proving development opportunities for our employees. We have revised our ca-
reer model to increase transparency, offer equality of opportunity and create a
culture of continuous feedback. Based on the results of our People Survey
2021 and 2022, the first improvements have been implemented and addi-
tional focus areas for the WorkFlows initiative defined, in order to make Group-
wide corporate processes more efficient and user-friendly as well as to imple-
ment dedicated measures based on notable results. The initiatives were
launched in 2020 for a period of three years. Most of the milestones have
been reached, and the remaining topics were transferred to the line organisa-
tion as part of continuous improvement.
Working in its four strategic dimensions (Attract, Develop, Engage, Lead), our
People strategy aims to attract the best talents, to develop them, to enable
them to engage effectively and to continue their personal and professional de-
velopment. These four dimensions form the foundation for four multi-year initi-
atives. With these initiatives we want to create a flexible, sustainable working
environment that offers our employees excellent working conditions.
People strategy
The commitment and skills of our employees are a vital cornerstone for
Deutsche Börse Group. Together with our core corporate values of perfor-
mance, reliability, integrity, openness and responsibility they define our corpo-
rate culture. At the same time they form the basis of our commercial success.
For this reason we have an active People strategy, promote diversity, equity
and inclusion, and systematically measure how attractive we are as an em-
ployer.
Employees
The ESG risks are integrated into our Group-wide risk management approach.
(see chapter "Risk report").
For other sustainability indicators that are not explicit ESG targets as defined in
our Horizon 2026 growth strategy, such as our emissions of greenhouse gases
and ESG products, we also refer to our GRI Index on our homepage.
Deutsche Börse Group updated its climate strategy and the relevant ESG tar-
gets in the financial year 2023 as part of the further development of its strat-
egy "Horizon 2026" (see “Social environment"). For this reason, the non-
financial performance indicators described the previous year, ESG net revenue
growth and CO2 emissions per workspace, are no longer considered by the
Executive Board as relevant for management as of financial year 2023.
Deutsche Börse Group - Annual report 2023
Deutsche Börse Group - Annual report 2023
21 Neutral
8 Negative
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
(disclosures based on HGB)
ESG targets
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
49
ESG governance
Deutsche Börse Group - Annual report 2023
Takeover-related disclosures
Remuneration report
50
Asia 2,561
Australia 219
Country with DBG employees
Main Hub in Europe
Other countries 1,655
Ireland 552
EMEA 10,170
Germany 3,961
Czech Republic 1,407
Luxembourg 1,303
United Kingdom 716
Denmark 576
North America 1,494
Consolidated financial statements/notes
Latin America 58
PDF (A4)
Deutsche Börse Group - Annual report 2023
Locations worldwide
56
131
Nationalities
14,502
Employees
888
Deutsche Börse Group: Our Workforce
Further information
Central and
(2022: 21 Neutral)
PDF (A4)
The number of Deutsche Börse AG's employees rose by 885 during the year
under review to 2,657 as at 31 December 2023 (comprising 980 women and
1,677 men; 31 December 2022: 1,772). The average number of employees
at Deutsche Börse AG in the 2023 financial year was 2,219 (2022: 1,752).
On 31 December 2023, employees of Deutsche Börse AG worked at 8 loca-
tions.
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
48
PDF (A4)
Deutsche Börse Group - Annual report 2023
We do not tolerate any discrimination, whether on the grounds of age, gender,
physical or health disability, sexual orientation and identity, ethnic origin or
belief and irrespective of whether behaviour among employees or the placing
of orders with third parties is concerned. We have therefore implemented pro-
cesses designed to take equal treatment into consideration in the selection of
staff and enable the Group to take prompt action whenever discrimination is
suspected. Relevant cases were reported in 2023 either by our whistleblower
system, to the respective Line Management or directly to the local Human Re-
sources Department. All relevant cases requiring further remedial actions have
We are a signatory of the "Diversity Charter" and "Women's Empowerment
Principles (WEPs)" and acknowledge our corporate social responsibility as ex-
pressed in the Code of Conduct that applies throughout the Group. A public
Diversity, Equity & Inclusion statement, in which we express our appreciation
of all present and future employees and a Diversity, Equity & Inclusion policy
constitute further elements of our diverse and inclusive working environment.
We were also certified as a Fair Pay Analyst in 2023 for our successful en-
deavours to pay our staff regardless of their gender.
Fundamental information about the Group
Strategy and steering parameters
We are convinced that this diversity is decisive for our global success. We see
the wealth of individual characteristics and strengths as the key to fulfilling our
corporate purpose. For this reason, we strive to create an inclusive working en-
vironment in which everyone feels welcome and where they feel comfortable
about contributing their ideas.
Promotion of diversity and inclusion
(2022: 81 Positive)
81 Positive
65 Positive
(2022: 65 Positive)
Team Effectiveness & Collaboration
0
(2022: 11 Neutral)
11 Neutral
(2022: 8 Negative)
Deutsche Börse Group operates around the world. At our 56 locations around
the world we have over 14,000 employees from the most diverse cultural
backgrounds. Our diversity is not only apparent in the origins of our employ-
ees, however, but also in the breadth of professional expertise and the many
other differences that make up each individual personality in our team.
For more details, please refer to the table entitled "Key data on Deutsche Börse
Group's workforce as at 31 December 2023".
Economic situation
ESG governance
Our fluctuation rate was 10.9 per cent (31 December 2022: 14.8 per cent).
At the end of the year under review, the average length of service for the com-
pany was 6.7 years (2022: 6.8 years).
As at 31 December 2023, Deutsche Börse Group employed a total of 14,502
staff (women: 5,836; men: 8,643; other: 23; 31 December 2022: 11,078),
drawn from 131 nationalities at 56 locations worldwide. The average number
of employees in the reporting period was 12,187 (2022: 10,675). At Group
level, this corresponds to an increase of around 14.2 per cent compared with
the previous year.
Staff developments
and that they are treated fairly and respectfully by their managers (94 per cent
positive), regardless of their ethnic origins, their gender or their cultural back-
ground. This positive feedback reaffirms our intention to keep expanding our
programme for diversity, equity and inclusion, in the spirit of creating a fully
inclusive working environment.
The results of our staff survey on diversity, equity and inclusion confirm that
our employees feel that they are welcome here with us (90 per cent positive)
Furthermore, we deliberately decided against the centralised management of
our diversity, equity and inclusion programmes. The members of our Diversity,
Equity & Inclusion council represent our global workforce and our different mi-
norities; they inform and advise the Executive Board on initiatives and act as
trusted third parties and personal contacts for the employees. The council
strives to ensure that our everyday workspace continues to be a place where
everyone feels appreciated and gets the opportunities they deserve. We also in-
troduced the function of Chief Sustainability and Chief Diversity Officer in our
Group in 2023, who is responsible for our diversity, equity and inclusion en-
deavours. The responsibilities of this dual role complement one another and
underline the priority that we at Deutsche Börse Group give to all dimensions
of environmental, social and governance policy. It remains a particular aspira-
tion for us to increase the proportion of women at the management level. Our
various programmes for promoting talent, and so also for qualifying women for
management positions, contribute to the long-term advancement of women. In
addition to our programmes, other measures include focused succession plan-
ning, as well as internal and external mentoring and training programmes. Ex-
changes among female colleagues are encouraged by an internal women's net-
work. We provided special support for applicants and our employees directly
and indirectly affected by the military conflict in Ukraine. We are also commit-
ted to providing better opportunities for underprivileged people through dedi-
cated programmes. For details regarding targets for female quotas, please refer
to the section entitled “Corporate governance statement – target figures for the
proportion of female executives beneath the Executive Board" and the "Com-
parison with the forecast for 2023".
been dealt in a fully compliant manner ensuring a high level of dignity, and
closed.
Further information
Remuneration report
Non-financial declaration
Consolidated financial statements/notes
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
(disclosures based on HGB)
Takeover-related disclosures
Performance indicators
PDF (A4)
In terms of employee satisfaction, we have defined a result of more than 71.5
per cent approval in the annual People Survey as the target. With regard to the
proportion of women in management positions, the Executive Board has set it-
self the target of achieving a proportion of over 23 per cent in upper manage-
ment at global Group level by the end of 2023 as part of a voluntary commit-
ment (see "Employees").
3.00
2.90
€
7,096.2
4,123.4
3,037.3
2,637.1
2,286.2
€m
3.20
10,100.2
20,758.4
9,060.9
20,462.4
7,742.4
6,556.1
6,110.6
€m
14,570.5
11,706.9
€m
2,549.
23,409.4
2,483.6
3.60
%
1.0
32.0
30.9
27
186.50
161.40
147.1
139.25
27.7
140.15
24.0
3.802
€bn
11,656
10,143
404
44
49
8,855
6,528
5,835
51
53
€
1.0
908.9
926.1
- 293.7
1,209.7
6.59
- 1,551.6
2,043.7
3,509.5
142.7
1,079.9
5.89
- 264.3
3,213.8
196.6
2023
2022
2021
4,337.6
532.2
2020
Further information
Remuneration report
Net debt / EBITDA
Rating key figures
Average market capitalisation
Year-end closing price
Deutsche Börse shares
Employees (average annual FTEs)
Dividend payout ratio³
2019
1,412.0
- 1,822.2
2,525.6
1,494.4
8.14
€m
1,003.9
5.47
€
€m
- 226.2
€m
- 1,368.7
1,869.4
1,678.2
€m
- 355.6
- 1,264.5
247.7
€m
2,936.0
€m
1,724.0
9.35
- 418.4
2,944.3
- 2,118.3
5,076.6
961.5
€m
Customers and markets: As a provider of market infrastructure we maintain
impartial, transparent and secure marketplaces. In this context we use our sys-
tems availability as a key performance indicator. A value of more than 99.5
per cent is the target for our systems availability (see section "System stability
and availability").
2.0
2.2
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Consolidated financial statements/notes
Customers and markets
ESG targets
ESG governance
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Employees
Q
Remuneration report
The Group ESG Strategy department, which reports to the CEO, primarily pro-
vides support by continuously monitoring the ESG profile and climate strategy
of Deutsche Börse Group. Responsibility for ESG reporting was transferred
from Group ESG Strategy to the section Sustainability Reporting, which is part
of the CFO function, on 1 October 2023.
Employees: We use two key performance indicators for measuring employee-
related factors: The first indicator is used to measure employee satisfaction on
an annual basis and to take action based on the results. The second indicator
is used to calculate the percentage of women in leadership positions on an an-
nual basis.
98th percentile
> 90th percentile
>99.9%
>99.5%
23%
73%
>71.5%
>23%
Actuals 2023
Further information
Targets
1) Result without SimCorp
System availability (customer-facing IT)
Social environment
ESG ratings
Share of women in leadership positions²
Customer and markets
Employee satisfaction¹
Key performance indicators
Employees
Non-financial key performance indicators
The following non-financial performance indicators have been identified as rel-
evant for management and are divided according to the outcome dimensions
of our value creation process, employees, customers and markets and social
environment (see Corporate purpose and value creation process):
ESG targets
At the Supervisory Board level, the Strategy and Sustainability Committee has
dealt, in particular, with sustainable corporate governance and activities in the
field of ESG at Deutsche Börse Group since 2021. In addition to embedding
ESG in the work of the Supervisory Board in this way, it is particularly im-
portant for the board as a whole and in the other Supervisory Board commit-
tees, especially the Audit Committee, the Risk Committee and the Nomination
Committee. Current, relevant sustainability aspects also form part of the train-
ing programme for the Executive Board and Supervisory Board and are dealt
with in workshops and seminars.
2) Group target for senior management
1.2
44
PDF (A4)
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
43
Deutsche Börse Group - Annual report 2023
Non-financial declaration
PDF (A4)
2) Proposal to the Annual General Meeting 2024.
1) Bonds that will mature in the following year are reported under "other current liabilities"
Free Funds from Operations (FFO) / net debt
36
68
38
76
79
%
3) The ratios for the years 2019-2020 have been adjusted. The dividend payout ratio is determined using reported net profit.
4) Amount based on the proposal to the Annual General Meeting 2024.
Deutsche Börse Group - Annual report 2023
ESG governance
Employees
Sustainability is of significant importance for the corporate strategy of Deutsche
Börse Group. It is therefore an essential element of corporate governance at
the level of both the Executive Board and the Supervisory Board. The Executive
Board of Deutsche Börse AG takes all strategic decisions concerning sustaina-
bility matters at Deutsche Börse Group. It was supported in the reporting year
by the interdisciplinary Group Sustainability Board, which is chaired by the
CFO. The Group Sustainability Board is the central management board for sus-
tainability topics in Deutsche Börse Group. It deals with company initiatives
relating to environmental, social and governance topics (ESG). This includes
advising on and monitoring the integration of sustainability into corporate plan-
ning and controlling. The Group Sustainability Board has been replaced by the
Group Sustainability Committee as of 1 January 2024. The Group Sustainabil-
ity Committee is the new central management unit for sustainability topics in
Deutsche Börse Group. It is chaired by the Chief Sustainability Officer and
supports and advises the Executive Board on all aspects of sustainability. The
Group Sustainability Committee is intended to ensure the implementation of
effective ESG practices in accordance with applicable policies and guidelines.
ESG governance
stakeholders. In the year 2023 we surveyed several internal stakeholders in
order to validate the results from 2021. This did not give rise to any changes.
In the course of our materiality analysis we continuously determine and evalu-
ate the expectations and requirements of relevant internal and external
In terms of the materiality analysis, description of management approaches
and selected KPI the combined non-financial declaration follows the GRI
(2021) standards. A detailed overview of all GRI indicators (GRI index) is
available on our homepage. Further detailed information that is referenced in
this report does not form part of the combined management report itself unless
explicitly stated. To the extent that no explicit statements are made for the par-
ent company, qualitative information within the meaning of the combined
management report applies equally to Deutsche Börse Group and the parent
company Deutsche Börse AG. In some cases, quantitative details concerning
the parent entity and subsidiaries consolidated for the first time are disclosed
separately.
The combined non-financial declaration for Deutsche Börse Group and the
parent Deutsche Börse AG meets the requirements of sections 289b-e and
315b-c HGB and Regulation (EU) 2020/852 of the European Parliament and
the European Council of 18 June 2020 on the establishment of a framework
to facilitate sustainable investment and amending Regulation (EU) 2019/2088
(in the following EU Taxonomy). For the mandatory disclosure on our business
model and the involvement of company management we refer to the chapters
"Deutsche Börse: Fundamental information about the Group" and "Strategy
and steering parameters".
We refine the ESG activities for Deutsche Börse Group in a process of continuous dialogue with our stake-
holders. We report on the core aspects of our value creation process on the basis of our comprehensive mate-
riality analysis.
Non-financial declaration
Further information
ESG targets
Remuneration report
(disclosures based on HGB)
Takeover-related disclosures
Corporate governance statement
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Consolidated financial statements/notes
Deutsche Börse AG
108
Deutsche Börse Group
53
27
49
2,225
371
473
53
119
18
47
38
72
43
Leavers
Joiners
Staff turnover
15
55
30
42
49
295
241
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
52
Deutsche Börse Group - Annual report 2023
1) Due to missing information (e.g. gender), headcounts of subcategories do not always add up to the total.
3.3
1.2
1.5
1.0
0.7
4.3
3.0
1.4
1.4
Training days per employee (FTES)
Training
1,330
71
Fundamental information about the Group
Strategy and steering parameters
227
14
13,522
980
92
2,964
48
9
3
34
1
11
Length of service
9
433
875
252
265
209
487
Full-time employees
Employee classification
Part-time employees
Under 5 years (%)
55
53
10
31
20
9
8
Over 15 years (%)
23
30
36
27
19
38
37
5-15 years (%)
69
56
54
42
61
8
Average age
Economic situation
ESG governance
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
54
Deutsche Börse Group - Annual report 2023
PDF (A4)
Economic situation
Responsible business operations imply adherence to laws and regulations;
they are also based on the principle of integrity and ethically irreproachable
conduct at all times. We have implemented a compliance management system
(CMS), which aims to prevent misconduct and avoid liability and reputational
risks for the Deutsche Börse Group, its legal representatives, executives and
staff. Beyond business-related and regulatory compliance requirements, the fo-
cus is on continuously strengthening compliance awareness throughout the
Group.
The Deutsche Börse Group can increase its information transparency for inves-
tors, founders, asset managers and market participants, but also for external
observers, by including ESG aspects in its product portfolio – be it by integrat-
ing ESG ratings, data and/or analysis, or by reporting data on trading volumes
for securities, derivatives, renewable energies and/or commodities. For an
overview of our ESG products, we refer to the GRI index.
-
ESG products
For a description of the risks in connection with information security we refer
to the section in the chapter "Risk report".
The effectiveness of physical security is also permanently reviewed, with simi-
lar assessments and measures. A new security system was implemented in the
offices at the individual locations around the world in 2023.
The information security function checks that the information security and in-
formation security risk management requirements are adhered to; it also moni-
tors the systemic integration of, and compliance with, security policies in the
context of product and application development. We operate a situation centre
(Cyber Emergency Response Team, CERT) to detect and assess threats from
cybercrime at an early stage, and coordinate risk mitigation measures in coop-
eration with the business units. The security of Deutsche Börse Group is also
defined via its ecosystem of suppliers and outsourcing partners, which are in-
tegrated into the security concept. These partners are also benchmarked
against Group requirements and integrated into the risk assessment.
In addition, the overarching security governance processes are optimised con-
tinuously in order to identify risks to IT systems and applications at an early
stage and mitigate them. A key building block is the networking and recon-
naissance of attack vectors in order to counter them without delay. This takes
place via both digital interfaces and intensive exchanges as a member of na-
tional associations (Cyber Security Sharing and Analytics, CSSA), trade associ-
ations (World Federation of Exchanges, GLEX) and international networks (Fi-
nancial Services Information Sharing and Analysis Center, FS-ISAC and the
Cyber Information and Intelligence Sharing Initiative, CIISI-EU) which contrib-
ute significantly towards a forward-looking stance vis-à-vis cyber threats, and
the development of strategies to fend off such threats. Furthermore, we are a
member of the ECB's Euro Cyber Resilience Board for pan-European financial
infrastructures (ECRB) and are in close contact with the DAX40 CERT/CISO
working group and the Federal Office for Information Security (BSI).
Further information
Compliance
Non-financial declaration
ESG governance
ESG targets
An effective compliance management system (CMS) constitutes an indispensa-
ble element of good corporate governance. The Group Compliance function
manages the CMS as a second line of defence function and ensures compli-
ance with legislation, regulations and internal rules, and promotes best prac-
tice within the Group. In addition, the Group Compliance function monitors,
controls and implements risk-based measures to mitigate risks with negative
impacts (e.g. direct or indirect financial losses, regulatory penalties or reputa-
tional damage). On this basis the CMS provides the foundation for sustainable
Compliance management system
Objectivity and integrity are the guiding principles for employees of Deutsche
Börse Group. Our management is fully aware of their function as role models
and the importance of the "tone from the top", which makes it possible to
draw the attention of every individual employee towards managing compliance
risks, both within the Group and among market participants. In order to sus-
tainably anchor these guiding principles, and to prevent the Group and its staff
from legal sanctions and reputational damage, Group Compliance has imple-
mented risk-based compliance and preventive measures.
Our Group's code of business conduct summarises the most important aspects
with regard to corporate ethics and compliance as well as appropriate conduct.
It is communicated to all employees in the Group and is available on the inter-
net and intranet sites. Our code of business conduct summarises our core val-
ues and principles, which are intended to act as support for decision-making
and enforce market integrity, transparency, efficiency and security. As a mem-
ber of the AG Global Compact, Deutsche Börse AG is also committed to its
principles, notably to support human and labour rights, to protect the environ-
ment and to work against corruption in all its forms, which includes extortion
and bribery.
Code of business conduct
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
Remuneration report
Non-financial declaration
Consolidated financial statements/notes
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
The availability of our customer-facing trading systems is an important indica-
tor of the overall quality that we achieve when developing and operating our
systems. Deutsche Börse AG operates its trading systems for the cash and de-
rivatives markets as redundant server installations, distributed across two geo-
graphically separated, secure data centres. Should a trading system fail, it
would be operated from the second data centre. Together with clients,
Deutsche Börse successfully simulated this scenario again in 2023 - as well
as the impact of local disruptions - within the scope of the FIA Test (the an-
nual disaster recovery exercise conducted by the Futures Industry Association).
This kind of disaster recovery test was also carried out after every larger soft-
ware release. Other disruptions, such as technology malfunctions at individual
workstations or personnel failures, were also tested.
System stability and availability
Regarding the value creation for our customers and our market, we have iden-
tified, in addition to the measurable performance indicator of system availabil-
ity (see section "Strategy and steering parameters"), two other important quali-
tative parameters as part of our materiality analysis: information security and
corporate responsibility. Our products and services contribute to increase
transparency for market participants and to enable them to price in and inte-
grate market developments, changes and transformations. In this way, we en-
able our customers and market participants to make better-informed decisions.
Customers and markets
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Our multiple testing of software, its verified roll-out and the seamless monitor-
ing of servers, networks and applications has brought availability up to over
99.9 per cent in the reporting year. The plan is to introduce further technical
measures to gain greater independence from providers of critical infrastructure
technologies.
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
Report on post-balance sheet date events
Information security
Security in all its facets has a high priority and is a strong focus of our Group.
This does not just involve ensuring the availability of all services, but also the
confidentiality of all information and the integrity of data. The range of threats
increased again in 2023, not least due to geopolitical challenges and addi-
tional conflicts. Deutsche Börse Group is faced with the reality that cyber
threats continuously adopt the latest technologies and so develop at high
speed, and we adapt our systems and processes accordingly. Global regulation
also continues to develop in order to meet the challenges. Deutsche Börse
Group uses an extensive framework of policies and processes, supplemented
by specific controls and technical abilities based on the international security
standard ISO/IEC 27001.
Deutsche Börse Group invests continuously in new security solutions, pro-
cesses and projects, in order to address effectively the growing number of
threats with state-of-the-art security technologies. Security measures are im-
plemented at several levels (defence-in-depth), to reduce the risk of security
incidents from individual error sources. To strengthen abilities to defend and
protect against cyber-attacks, regular improvements are made to cyber-analy-
sis, cyber-security automation, identification and prevention of attacks, vulner-
ability management, penetration testing and professional "white hat" attacks
on the Group's own IT.
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
53
Deutsche Börse Group - Annual report 2023
PDF (A4)
(disclosures based on HGB)
Takeover-related disclosures
Under 30 years
39
34
628
223
471
133
285
18
55
330
401
696
454
509
794
559
847
1,608
2,350
980
171
281
140
232
39
42
69
87
160
157
232
247
176
198
159
190
241
354
645
779
410
554
148
1,677
43
Female
Female
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
Corporate governance statement
ESG targets
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
ESG governance
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Male
Female
Male
Female
Male
Luxembourg
Czech Republic
Germany
All locations
Deutsche Börse AG
30-39 years
40-49 years
50 years and older
Employees (Headcount)¹
Key data on Deutsche Börse Group's workforce as of 31 December 2023 (part 1)
PDF (A4)
Further information
Remuneration report
Consolidated financial statements/notes
Male
40
37
35
88
140
3,599
374
669
100
231
107
79
75
149
2,580
164
360
118
207
18
21
62
98
260
114
36
40
40
37
36
38
42
3,334
902
922
110
180
63
88
43
67
4,989
772
1,061
24
17
20
Over 15 years (%)
428
113
188
45
Part-time employees
386
759
498
834
1,180
2,237
792
1,632
Full-time employees
Employee classification
Average age
Under 30 years
41
44
13
risk transparency; specifically, it facilitates the reduction of compliance risks in
the areas of money laundering/terrorism financing, criminal offences, data pro-
tection, corruption, market manipulation, conflicts of interest and insider trad-
ing, as well as monitoring of requirements concerning financial sanctions and
embargoes.
61
123
26
26
41
43
33
34
34
35
5-15 years (%)
39
38
58
53
46
42
49
45
Under 5 years (%)
Length of service
35
The appropriateness and effectiveness of the CMS are evaluated at least once
a year on the basis of the individual CMS elements. The results are then pre-
sented to the Audit Committee of the Supervisory Board of Deutsche Börse AG.
The CMS elements particularly comprise:
2,120
■ Policies - Compliance requirements that are regularly updated in accordance
with applicable legislation, regulations and defined compliance targets.
%
activity
activity
2022
transitional
Category
Category
enabling
-eligible (A.2.)
turnover, year
E
or
0% 0% 0% 0% 0% 0%
0% 0% 0% 0% 0% 0%
0%
0%
8/8/8
Y/N Y/N Y/N
Y/N
Y/N Y/N
Y/N
% Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
N/EL N/EL N/EL N/EL N/EL N/EL
Proportion of
Taxonomy
aligned (A.1.)
T
0%
0%
0%
36
1
4
60
100%
5,133.2
100%
5,133.2
Deutsche Börse Group - Annual report 2023
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
TOTAL
PDF (A4)
Further information
0%
0%
0%
0% 0% 0% 0% 0% 0%
0% 0% 0% 0% 0%
0%
0%
EL; EL; EL; EL; EL; EL;
N/EL N/EL N/EL N/EL N/EL N/EL
in Єm
35
DNSH criteria ("Does Not Significantly
Harm")
A. Turnover of Taxonomy-eligible activities (A.1+A.2)
ESG targets
ESG governance
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Employees
Executive and Supervisory Board
59
Deutsche Börse Group - Annual report 2023
PDF (A4)
For financial year 2023 we have not identified any economic activities at
Deutsche Börse Group involving energy production from nuclear energy and
fossil gas.
Energy production from nuclear energy and fossil gas
The Taxonomy-eligible turnover is divided by the Group's total turnover to de-
termine the proportion of Taxonomy-eligible turnover. The denominator is
based on sales in accordance with IAS 1.82(a) as presented in the consoli-
dated statement of comprehensive income. For further details, please refer to
note 4, table "Composition of our net revenues" (Part 1-2)"), column "Net rev-
enues 2023").
Turnover
Principles for determining the proportion of Taxonomy-eligible
environmentally sustainable economic activities
Q
Customers and markets
Social environment
EU Taxonomy
Turnover of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
ties (not Taxonomy-aligned activities)
A.2 Taxonomy-eligible but not environmentally sustainable activi-
Of which transitional
Of which enabling
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-
aligned) (A.1).
A. TAXONOMY-ELIGIBLE ACTIVITIES
Economic Activities
Turnover
The following tables provide an overview of the proportion of Taxonomy-eligible environmentally sustainable economic activities for the 2023 financial year:
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Substantial contribution criteria
Staff turnover
Joiners
Leavers
Male
Ireland
United Kingdom
Deutsche Börse Group
30-39 years
40-49 years
50 years and older
Employees (Headcount)¹
Female
Key data on Deutsche Börse Group's workforce as of 31 December 2023 (part 2)
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
PDF (A4)
Male
Female
USA
24
27
140
14,502
2,212
3,012
442
878
286
266
220
496
(part 1 and 2)
Total
Female
Male
Female
Male
▪ Compliance risk analyses – Identified and assessed risks provide the basis
for determining the scope and focus of compliance activities and the man-
agement of the compliance risk profile.
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
6.2
Training days per employee (FTEs)
42
52
38
81
109
164
50
91
70
81
155
210
219
274
137
199
Training
6.5
Further information
4.8
5.4
Social environment
Customers and markets
Employees
ESG targets
ESG governance
Non-financial declaration
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
51
Deutsche Börse Group - Annual report 2023
1) Due to missing information (e.g. gender), headcounts of subcategories do not always add up to the total.
4.4
5.7
5.9
5.5
Remuneration report
Other locations
For financial year 2023 we have not identified any Taxonomy-eligible capital
or operating expenditure within the scope of application of the delegated acts.
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
Report on post-balance sheet date events
ESG governance
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
0
0
Non-financial declaration
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Key figures: corruption and data protection
▪ Scope 1 & 2: Deutsche Börse aims to reduce absolute scope 1 and 2 emis-
sions by 42% by 2030 from a 2022 base year
Near-term targets:
Our value creation also goes far beyond the areas of direct concern to us as a
company. Accordingly, for example, the environment, human rights issues in
the supply chain or participation in financial centre initiatives fall within our
focus.
Social environment
2) The information is based on the employees that are connected to the central HR system. Group companies
that are not connected to the HR system carry out compliance training on their own responsibility and not via
the Group function.
1) Employees of Deutsche Börse Group must repeat the web-based ABC training every two years. The training
was revised in 2023, which is why the number of participants is significantly higher than in 2022.
Remuneration report
Consolidated financial statements/notes
Number of justified customer complaints relating to data protec-
tion
Data protection
1,563
8,181
Number of employees who were trained in ABC measures (anti-
bribery and corruption)1,2
100
100
%
Percentage of business units for which measures have been
taken to address corruption risks
Prosecuted corruption cases
Corruption
2022
2023
Q
56
Employees
ESG targets
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
59
55
Deutsche Börse Group - Annual report 2023
PDF (A4)
▪ Ongoing development of the CMS – Projects and internal initiatives for the
continuous development of the CMS.
■ Internal & external audits - Independent and objective review of the CMS in
terms of its suitability and effectiveness, and identification of improvement
potential.
Reporting – Regular and ad hoc reporting to the relevant stakeholders.
▪ Training – Creation of a compliance mindset and appreciation by means of
compliance training.
■ Controls - Regular and ad hoc controls are carried out to detect any compli-
ance deficits.
Consolidated financial statements/notes
Customers and markets
• Scope 3: Deutsche Börse targets to reduce absolute scope 3 emissions from
fuel and energy-related activities, business travel and employee commuting
by 42% by 2030 from a 2022 base year
Social environment
Risk report
Deutsche Börse Group - Annual report 2023
PDF (A4)
The data protection function's framework, as a second line of defence, is in-
corporated into the structure of our compliance safeguards. The data protection
officers inform the respective Executive Boards annually and in an event-
related manner on the status of data protection within the company and the
measures to expand the data protection framework.
The Group data protection function assumes the role of data protection officer
for Group companies, insofar as this is required by law and it has been given
the mandate as a central function. In this regard, the data protection function
in-forms and advises the individual legal entities on data protection require-
ments. The data protection function also serves as a contact for data protection
authorities, and supports the business units in their assessments of the data
protection risks.
We again took steps to comply with data protection legislation in 2023, partic-
ularly in terms of appropriate and transparent processing of personal data, and
continuously developed our processes. The Executive Board appointed a data
protection officer years ago and established the Group data protection function,
which helps to ensure compliance with the data protection framework, itself
based on the EU General Data Protection Regulation. It also drives the sus-
tained development of a data protection culture in Deutsche Börse Group,
which takes current commercial requirements and legislative changes into ac-
count by means of training courses and awareness activities.
Data protection serves to protect the personal data of individuals. It aims to
protect the privacy of employees and customers, but also of third parties, such
as service providers. To guarantee data protection, personal data may only be
processed on the basis of a corresponding justification and in compliance with
the principles of data protection.
Data protection/protection of personal data
In the context of the current geopolitical events and the resulting potential eco-
nomic and political consequences, Deutsche Börse continues to analyse which
risks could have an impact in the individual business areas and which
measures need to be taken and implemented.
The Group Compliance Committee is an interdisciplinary committee at man-
agement level that aims to support and advise the respective Executive Boards
and Compliance functions within Deutsche Börse Group on compliance topics.
Committee members are the senior managers of the business units, the Chief
Compliance Officers and representatives of the relevant control functions for
the Group as a whole.
The Group Chief Compliance Officer reports directly to the Executive Board of
Deutsche Börse AG. Compliance reporting comprises the relevant compliance
risks in the context of the compliance mandate, as well as other compliance-
relevant information and activities.
Compliance organisational structure
To ensure that the CMS is suitable and effective, and to reflect increasing com-
plexity and growing regulatory demands, the CMS is regularly enhanced and
improved. When determining the focus and improvements of the CMS, we are
guided by applicable prudential legislation and regulatory requirements, as
well as by the recommendations of internationally accepted standards. Based
on these standards, Group Compliance identifies fields of action and measures
to continuously adapt the CMS to changing requirements.
Further information
Remuneration report
Consolidated financial statements/notes
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
EU Taxonomy
▪ Scope 3 Supplier Engagement: Deutsche Börse aims that 87% of its suppli-
ers, as measured by its emissions of purchased goods and services and capi-
tal goods, will have science-based targets by 2028
Q
▪ Scope 1, 2 & 3: Deutsche Börse strives to reduce its absolute Scope 1, 2
and 3 emissions by 90% by 2045, from a 2022 base year
ESG targets
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Employees
Q
AAA
AAA
82
83
79
70
2022
2023
58
Customers and markets
Social environment
EU Taxonomy
Likewise, to determine the proportion of Taxonomy-eligible operating expendi-
ture (OpEx), the Taxonomy-eligible operating expenditure is divided by the
Group's total operating expenditure. For further details, see note 6, table
"Composition of other operating expenses".
Net-zero target:
The proportion of Taxonomy-eligible capital expenditure (CapEx) is determined
by dividing the Taxonomy-eligible capital expenditure by total additions to in-
tangible and tangible assets. For further details, see note 10, table "Intangible
assets" and note 11, table “Property, plant and equipment (incl. right-of-use
assets)", lines "Additions".
Capital and operating expenditure
For financial year 2023 we have not identified any Taxonomy-eligible turnover
within the scope of application of the delegated acts.
Article 8 of the EU Taxonomy defines the disclosure requirements for the pro-
portion of turnover, capital and operating expenditure derived from and related
to environmentally sustainable economic activities as well as energy produc-
tion from nuclear energy and fossil gas.
■ Protection and restoration of biodiversity and ecosystems
■ Sustainable use and protection of water and marine resources
Transition to a circular economy
Climate change adaptation
■ Climate change mitigation
The EU Taxonomy is a key EU measure to implement the European Green
Deal and the Sustainable Finance action plan which are intended to achieve
climate-neutrality by 2050. The EU Taxonomy is a classification system that
categorises economic activities as environmentally sustainable in terms of the
following six environmental objectives:
EU Taxonomy
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
Rating
Deutsche Börse Group - Annual report 2023
■ Pollution prevention and control
Sustainalytics
Customers and markets
Employees
ESG targets
ESG governance
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
57
Deutsche Börse Group - Annual report 2023
We provide our stakeholders with transparent information about our environ-
mental performance in our annual GRI Index. Last year we also published a
progress report on the basis of the TCFD recommendations. This report sum-
marises the information about how we deal with climate risks and opportuni-
ties and our science-based targets. Further information can be found on our
homepage.
We endeavour to contribute to the Paris Climate Agreement with our business
activities. In 2023, we have adapted our climate targets in line with current
market standards towards a long-term climate strategy. This comprises near-
term targets by 2030 and a net-zero target by 2045:
Environment
Further information
These targets are to be validated by the Science-Based Targets Initiative in the
first quarter of 2024. To achieve our targets, we will develop a transition plan
in 2024, which will contain dedicated emission reduction measures.
MSCI
Social environment
EU Taxonomy
PDF (A4)
Report on opportunities
Risk report
Rating agency
PDF (A4)
Further information
ESG Ratings
Consolidated financial statements/notes
Our management approach for a Group-wide commitment to sustainability in-
cludes respect for human rights both in the supply chain and within the com-
pany. We have therefore published a Deutsche Börse Group Statement on Hu-
man Rights. It relates to Deutsche Börse AG and its subsidiaries and covers
our relationships with employees, suppliers and customers. For this purpose,
Deutsche Börse AG and centrally-serviced Group companies require their sup-
pliers to comply with ethical standards of conduct in their dealings with em-
ployees, suppliers, customer and other third parties. This takes place in ac-
cordance with our Code of conduct for suppliers, the Code of business conduct
and the policy statement on the human rights strategy of Deutsche Börse AG
in accordance with section 6 (2) Supply Chain Due Diligence Act (LkSG).
Human rights
We use this external validation of our own ESG efforts through ESG ratings to
continuously improve and sharpen our ESG profile. Insights from the ESG rat-
ing processes were also factored into our materiality analysis. The following
rating agencies measure the sustainability performance of Deutsche Börse AG
every year and play a particularly important role for us:
Remuneration report
S&P
ESG ratings
We continuously review the regulatory requirements and the demands made of
us by rating agencies and (voluntary) market standards and initiatives. At the
same time, we permanently and systematically seek dialogue with our internal
and external stakeholders and thus determine the focus topics of our work. To
do so we use investor days, employee and customer surveys, discussions with
rating agencies and society at large, involvement in various initiatives and our
regular materiality analysis, in which we ask our stakeholders about our com-
pany and our impact on society and the economy. Regarding the initiatives
that we support, we refer to our homepage.
Stakeholder engagement
Takeover-related disclosures
(disclosures based on HGB)
Corporate governance statement
Deutsche Börse AG
Report on post-balance sheet date events
Report on expected developments
Risk profile Deutsche Börse Group
We provide the infrastructure for dependable and secure capital markets and contribute constructively to its
regulation. A responsible approach to risk management forms an integral part of our business model and our
corporate strategy.
Risk report
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Report on post-balance sheet date events
Corporate governance statement
Risk management approach
Report on opportunities
Overall assessment of the risk situation
by the Executive Board
Goals and principles of risk management
Organisational structure and reporting
Regulatory classification
Overview of the risk profile and material changes compared
with the previous year
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Report on expected developments
lines for risk management
Centrally coordinated risk management
process
28%
The required economic capital is made up of operational risks, financial risks
(including credit and market risks), business risks and pension risks. The fol-
lowing chart shows the specific breakdown of risks as at 31 December 2023:
64
Q
There have been no material changes in the DBG risk profile compared to the
previous year. The reduction of the required economic capital is partly due to a
revision of scenarios at Clearstream Securities Services (€-81 million) and for
non-banks. Including Crypto Finance in full caused credit risk to increase by
€27 million and market price risk by €10 million. Methodological changes re-
sulted in an increase of €57 million in the pension risk.
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
Remuneration report
Consolidated financial statements/notes
933 Operational risks
(-248 year on year)
58%
457 Credit risk
(+27 year on year)
9%
5%
143 Market risk
(+29 year on year)
86 Pension risk
(+57 year on year)
based on required economic capital in €m
Deutsche Börse Group's risk profile
DBAG is the Group parent company and thus the parent of all the companies
that form part of Deutsche Börse Group. In key aspects its risk profile therefore
represents risks at the level of its subsidiaries, which include providers of
strictly regulated financial market infrastructure. Risk at Deutsche Börse Group
is expressed in terms of required economic capital (REC), which is calculated
on the basis of assumptions. Required economic capital as at 31 December
2023 amounted to €1,619 million (2022: €1,754 million). It is covered by a
risk-bearing capacity, derived from shareholders' equity, of €8,898 million
(2022: €7,742 million). The risks of Deutsche Börse Group are therefore cov-
ered by its risk-bearing capacity. Looking at the Group companies it can be
said that DBG has a conservative risk profile and that it monitors and limits
risks closely.
Risk profile Deutsche Börse Group
Corporate governance statement
Non-financial declaration
EU Taxonomy
Social environment
No
No
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
6.
Customers and markets
5.
No
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.
4.
Fossil-gas-related activities
Employees
Executive and Supervisory Board
ESG targets
ESG governance
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or indus- No
trial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.
Risk report
Risk report
Report on opportunities
Report on post-balance sheet date events
Economic situation
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
83
63
PDF (A4)
Deutsche Börse Group - Annual report 2023
Further information
Remuneration report
Consolidated financial statements/notes
Takeover-related disclosures
(disclosures based on HGB)
Deutsche Börse AG
Report on expected developments
Combined management report
Risk profile Deutsche Börse Group
Regulatory classification
Fundamental information about the Group
Strategy and steering parameters
Our banks Clearstream Banking AG, Clearstream Banking S.A., Clearstream
Fund Centre S.A. and Eurex Clearing AG calculate their regulatory capital re-
quirements in line with the applicable CRR, which conforms to the first pillar
of the Basel Standard for Bank Supervision. Eurex Clearing AG and European
Commodity Clearing AG meet the CRR requirements and also the capital re-
quirements of European Market Infrastructure Regulation (EMIR). Clearstream
companies must also comply with the Minimum Requirements for Own Funds
and Eligible Liabilities (MREL). The central securities depositories Clearstream
Banking AG and Clearstream Banking S.A. are also subject to the Central Se-
curities Depository Regulation (CSDR). For details see the section "Regulatory
capital requirements and regulatory capital ratios".
Our banks follow international standards and comply with the minimum capi-
tal requirements set by the CRR. In addition, they rely on the banking pro-
cesses to ensure the adequacy of capital and liquidity (Internal Capital Ade-
quacy Assessment Process, ICAAP, and Internal Liquidity Adequacy Assess-
ment Process, ILAAP), which comprise internal stress tests and constitute a
core component of the risk management approach.
Relevant regulations
Notes on material changes in substantial litigations as well as tax risks are de-
scribed in more detail in note 25 "Financial liabilities and other risks" in the
consolidated financial statements and are an integral part of this combined
management report.
In terms of the Middle East conflict that broke out in October 2023, an analy-
sis carried out across the Group did not determine any material impact on the
overall risk profile.
Further information
Remuneration report
Eurex Clearing AG and European Commodity Clearing AG are authorised as
central coun-terparties (CCPs) and are subject to the requirements of EMIR
and the Recovery and Resolution of Central Counterparties (CCP RR) regime.
By contrast, recovery and resolution plans for the Clearstream companies and
Clearstream Fund Centre S.A. are ensured by their compliance with the EU
Banking Recovery and Resolution Directive (BRRD).
Consolidated financial statements/notes
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Report on expected developments
Report on opportunities
Overall assessment of the risk situation
by the Executive Board
lines for risk management
Centrally coordinated risk management
process
Organisational structure and reporting
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
(disclosures based on HGB)
Takeover-related disclosures
In addition to the European requirements, there are national requirements of
the Minimum Requirements for Risk Management (MaRisk) issued by the Fed-
eral Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistung-
saufsicht, BaFin), requirements of the German Banking Act as well as the cir-
cular 12/552 issued by the Financial Supervisory Authority of Luxembourg
(Commission de Surveillance du Secteur Financier, CSSF) to be mentioned.
Other subsidiaries have different licences to provide services in the financial
industry, which means they too are governed by extensive statutory require-
ments, including for risk management. Clearstream Banking AG maintains a
central register within the meaning of the Electronic Securities Act (eWPG), for
example. Eurex Repo GmbH and 360 Treasury Systems AG are also subject to
specific provisions applicable to investment firms. Nodal Clear, LLC is a Deriv-
atives Clearing Organisation (DCO) subject to regulation by the US Commodity
Futures Trading Commission (CFTC). Crypto Finance AG is authorised to oper-
ate a securities business under Article 41 of the Swiss Financial Institution Act
(FINIG), whereas Crypto Finance (Asset Management) AG is authorised as an
asset manager for collective investment schemes under the Swiss Collective In-
vestment Scheme Act (KAG). Both are subject to supervision by the Swiss
Financial Market Supervisory Authority (FINMA). Our recently acquired subsid-
iary SimCorp is basically a non-regulated company. It was subject to the Dan-
ish Financial Supervisory Authority (DFSA) only because it was listed on the
stock exchange. It was delisted from Nasdaq Copenhagen on 30 October
2023 following the takeover by Deutsche Börse AG. With the delisting
SimCorp is no longer subject to the Danish Financial Supervisory Authority
PDF (A4)
Overall assessment of the risk situation
by the Executive Board
Non-financial declaration
lines for risk management
Centrally coordinated risk management
process
Organisational structure and reporting
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Risk profile Deutsche Börse Group
Regulatory classification
Risk report
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
66
Deutsche Börse Group - Annual report 2023
Goals and principles of risk management
Risk management approach
Deutsche Börse:
Risk report
Economic situation
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Overall assessment of the risk situation
by the Executive Board
Consolidated financial statements/notes
lines for risk management
Centrally coordinated risk management
process
perspective
Economic and normative perspective
Risk-bearing capacity from an economic
Goals and principles of risk management
Risk management approach
Risk profile Deutsche Börse Group
Regulatory classification
Risk report
Non-financial declaration
Economic situation
Organisational structure and reporting
Remuneration report
In addition to the economic capital, which is measured by means of internal
risk models, the normative perspective (regulatory capital requirements) is de-
termined for the regulated companies.
Regulatory classification
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
59
65
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
Clearstream Banking S.A. remained affected in 2023 by Russia's large-scale
invasion of Ukraine, which required a considerable amount of management at-
tention. Developments continue to be monitored closely in order to analyse the
various impacts of the Russia-Ukraine war. The main focus was on adapting
processes and controls to the countermeasures that Russia has taken in re-
sponse to western sanctions. Clearstream Banking S.A. started to reduce its
customer relations to Russian state actors massively following the first invasion
of Ukraine in 2014.
Clearstream Banking AG and Clearstream Banking S.A. have to meet com-
bined capital requirements (Complementary Approach Ratio) as from April
2023. These result from the capital requirements of the Central Securities De-
positories Regulation (CSDR) and the Capital Requirements Regulation (CRR,
for details see "Regulatory capital requirements and regulatory capital ratios").
a public takeover offer. The risks related to the acquisition of SimCorp have
been examined and as at 31 December 2023 it was found that it does not
materially change the overall risk profile of Deutsche Börse Group. The current
integration of Axioma with SimCorp entails an increased operational risk in
connection with the successful completion of the integration project.
DBAG acquired 100 per cent of the shares in SimCorp A/S in late October after
Clearstream Fund Centre S.A., a separate legal entity, was established at the
beginning of 2023 for the fund business of Clearstream Banking S.A. and
Clearstream Banking AG. This is a subsidiary of DBAG. Business activities in
the fund business are reported in the Fund Services segment. Clearstream
Fund Centre S.A. is a bank and must meet CRR requirements in this respect.
It is also regulated under MiFID, and one of its main purposes is to support
customers to meet their regulatory fund requirements in accordance with
MiFID.
Material developments compared with the previous year
Within Deutsche Börse Group it is mainly the subsidiaries of Deutsche Börse
AG (DBAG) that are subject to strict regulatory requirements. DBAG itself is not
a bank and has not been classified as a financial holding company by the
Bundesanstalt für Finanzdienstleistungsaufsicht, so it is not itself subject to su-
pervision as a bank. DBAG aligns its risk management with the standards for
companies, and parts of the standards for banks are applied if they are appro-
priate. In view of their economic importance we particularly discuss the banks
in our Group, namely Clearstream Banking S.A., Clearstream Banking AG,
Clearstream Fund Centre S.A. and Eurex Clearing AG. Further details are also
provided for European Commodity Clearing AG as a central counterparty (CCP)
according to the European Market Infrastructure Regulation (EMIR).
Non-financial declaration
3.
Fundamental information about the Group
No
0%
T
E
%
activity
transitional
Category
0%
Category
enabling
activity
-eligible (A.2.)
CapEx, year
or
Proportion of
Taxonomy
aligned (A.1.)
0% 0% 0% 0% 0% 0%
0% 0% 0% 0% 0% 0%
0%
༅།༅།ཚ
Y/N Y/N Y/N Y/N Y/N Y/N
Y/N
2022
0%
0%
필 |
ESG governance
Non-financial declaration
Economic situation
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
61
301.2 100%
301.2 100%
0%
0%
0% 0% 0% 0% 0% 0%
0%
0% 0% 0% 0% 0% 0%
N/EL N/EL N/EL N/EL N/EL N/EL
EL; EL; EL; EL; EL; EL;
% Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
N/EL N/EL N/EL N/EL N/EL N/EL
ESG targets
in €m
PDF (A4)
Capital expenditures (CapEx)
EU Taxonomy
Social environment
Customers and markets
Employees
ESG targets
ESG governance
Substantial contribution criteria
Non-financial declaration
Strategy and steering parameters
Fundamental information about the Group
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
Report on opportunities
Economic situation
DNSH criteria ("Does Not Significantly
Harm")
Economic Activities
Risk report
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities
TOTAL
A. CapEx of Taxonomy-eligible activities (A.1+A.2)
CapEx of Taxonomy-eligible but not environmentally sustainable ac-
tivities (not Taxonomy-aligned activities) (A.2)
Further information
Remuneration report
Consolidated financial statements/notes
A.2 Taxonomy-eligible but not environmentally sustainable activi-
ties (not Taxonomy-aligned activities)
Of which transitional
Of which enabling
A.1. Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities (Taxonomy-aligned)
(A.1)
A. TAXONOMY-ELIGIBLE ACTIVITIES
(disclosures based on HGB)
Takeover-related disclosures
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Deutsche Börse Group - Annual report 2023
Economic situation
Employees
Social environment
0% 0% 0%
0% 0% 0%
0%
0%
Deutsche Börse Group - Annual report 2023
PDF (A4)
OpEx of Taxonomy-non-eligible activities
TOTAL
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
0%
A. OpEx of Taxonomy-eligible activities (A.1+A.2)
OpEx of Taxonomy-eligible but not environmentally sustainable activ-
Further information
Remuneration report
Consolidated financial statements/notes
0%
0%
0%
ities (not Taxonomy-aligned activities) (A.2)
0%
0% 0% 0%
0% 0% 0%
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heat-
ing or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies.
2.
Strategy and steering parameters
No
The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear pro-
cesses with minimal waste from the fuel cycle.
Fundamental information about the Group
1.
Deutsche Börse:
Nuclear energy-related activities
Row
Combined management report
Nuclear and fossil gas related activities
Executive and Supervisory Board
Q
62
62
695.8 100%
695.8 100%
N/EL N/EL N/EL N/EL N/EL N/EL
Customers and markets
EL; EL; EL; EL; EL; EL;
0% 0% 0% 0% 0% 0%
Of which transitional
Of which enabling
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned)
(A.1)
A. TAXONOMY-ELIGIBLE ACTIVITIES
Economic Activities
DNSH criteria ("Does Not Significantly
Harm")
Substantial contribution criteria
A.2 Taxonomy-eligible but not environmentally sustainable activi-
Operating expenditures (OpEx)
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
Risk report
EU Taxonomy
(disclosures based on HGB)
Takeover-related disclosures
ties (not Taxonomy-aligned activities)
Proportion of
Taxonomy
aligned (A. 1.)
or
0% 0% 0% 0% 0% 0%
히히히
T
E
%
Y/N Y/N Y/N Y/N Y/N
Y/N
Y/N
% Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
N/EL N/EL N/EL N/EL N/EL N/EL
in Єm
activity
activity
2022
Category
transitional
Category
enabling
OpEx, year
-eligible (A.2.)
0%
Report on expected developments
69
Corporate governance statement
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Risk-bearing capacity from an economic perspective
The risk management function measures the amount of economic capital regu-
larly and compares this with the risk-bearing capacity to produce a manage-
ment indicator. The regulated entities also use the normative perspective. The
economic capital for the banks includes Clearstream Banking S.A., Clear-
stream Banking AG, Clearstream Fund Centre S.A. and Eurex Clearing AG. The
following entities in particular are not banks: Deutsche Börse AG, Eurex Frank-
furt AG (including Eurex Repo GmbH), European Energy Exchange AG (includ-
ing ECC and Nodal), 360T Group, the entities in the Investment Management
segment (Qontigo, Institutional Shareholder Services (ISS), Axioma) and Crypto
Finance AG. The intention is to include SimCorp completely in 2024.
Composition of required economic capital
Deutsche Börse Group
€m
Operational risks
Credit risk¹
Credit institutions
Non-credit institutions
31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022
933
At Group level we determine our risk-bearing capacity on the basis of reported
equity in accordance with International Financial Reporting Standards (IFRSs).
By contrast, Clearstream Holding AG, Clearstream Banking S.A., Clearstream
Banking AG, Clearstream Fund Centre S.A., Eurex Clearing AG and European
Commodity Clearing AG determine their economic risk-bearing capacity on the
basis of their regulatory capital (for details, see the section "Regulatory capital
requirements and regulatory capital ratios").
Risk profile Deutsche Börse Group
Regulatory classification
Risk report
Non-financial declaration
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Risk mitigation
The steps to mitigate material risks are described in detail in the sections "Op-
erational risks", "Credit risk” and “Structure of the internal control system".
Risk monitoring
We use quantitative and qualitative approaches and methods for risk monitor-
ing, with the objective of providing as complete a picture as possible of our
risk situation. To this end, the Group continuously reviews internal events with
regard to their risk properties, whilst also considering regional as well as global
developments. We are thus able to recognise and analyse existing risks; at the
same time, it is able to swiftly and adequately respond to emerging risks, as
well as to changes in the market or in the business environment.
Risk metrics are used to quantify the most important internal risks against set
limits. These supplement the risk quantification from the economic perspective
and serve to monitor management indicators other than the capital require-
ment, and non-quantifiable risks. Any under- or overshoot of the defined limits
serves as an early warning signal, which is reported to the Executive Board on
a monthly basis. Furthermore, any such breach immediately triggers the nec-
essary analysis and risk mitigation processes.
Our risk management approach also includes a sustainable, long-term compo-
nent. In addition to the current existing risks, additional risks are also consid-
ered over a horizon of twelve months. For this purpose, we have developed so-
called risk maps tailored specifically for expected or upcoming regulatory re-
quirements and IT and information security risks. In addition, other opera-
tional, business and financial risks are also assessed beyond a twelve-month
period. The risk maps categorise risks according to their probability of occur-
rence, and their potential financial impact, and show how the results relate to
environmental, social and governance (ESG) aspects.
Economic and normative perspective
The economic perspective assesses risk positions arising from business opera-
tions. The normative perspective includes inputs from regulatory models. The
economic perspective is used to derive the minimum required economic capi-
tal (REC), so that our risk-bearing capacity based on the statistical model ap-
plied is not exhausted more than once in 1,000 years.
From a normative perspective, regulatory capital requirements are the relevant
management metrics. This means that risk management aims to meet the reg-
ulatory capital requirements for the banks and regulated securities companies
in the Group. The economic and normative perspectives are used for risk man-
agement. The aim is therefore not only to meet the regulatory capital require-
ments, but also to ensure financial stability by means of the additional eco-
nomic approach.
PDF (A4)
Deutsche Börse Group - Annual report 2023
69
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
1,181
529
551
404
Economic capital
Risk-bearing capacity
1,619
8,898
1,754
971
1,058
617
685
7,742
2,463
2,502
6,426
5,224
1) Consolidation effect at Group level due to intercompany exposures versus DBAG.
The ratio of required risk capital to risk-bearing capacity remained below the
defined maximum throughout the reporting period.
Operational risks
Most of the risks in the Deutsche Börse Group are operational in nature. Oper-
ational risks comprise the unavailability of systems, service deficiency, damage
to physical assets as well as legal offences and business practices (see the
chart below: "Operational risk at Deutsche Börse Group"). Operational risks are
measured using scenarios.
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
70
0
Report on post-balance sheet date events
0
0
630
457
430
Report on post-balance sheet date events
369
100
50
Market risk
143
114
99
109
44
5
Pension risk
86
29
17
29
0
Business risk
0
0
0
Report on expected developments
326
Overall assessment of the risk situation
by the Executive Board
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Interlocking business strategy and
risk management approach
Risk management approach/risk appetite
Business strategy
Implied risks
Risk analysis
Risk scenarios
Risk types
Regulatory classification
Root cause
Risk profile Deutsche Börse Group
Economic situation
Report on opportunities
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
(DFSA) and Nasdaq Copenhagen. For further details, see the section "Regula-
tory capital requirements and regulatory capital ratios”.
The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and Bundesbank
supervise our banks, Clearstream Banking AG, Eurex Clearing AG and Clear-
stream Holding AG. The CSSF and Banque Centrale du Luxembourg (BCL) su-
pervise Clearstream Banking S.A. and Clearstream Fund Centre S.A. The pub-
lic exchanges are the Frankfurter Wertpapierbörse (FWB) and Eurex Deutsch-
land (futures exchange) (ED). Deutsche Börse AG is responsible for the opera-
tion of the Frankfurter Wertpapierbörse (Frankfurt Stock Exchange). Eurex
Deutschland is operated by Eurex Frankfurt AG. The exchanges are supervised
by the Hesse Exchange Supervisory Authority. The Hesse Exchange Supervi-
sory Authority is responsible for operating and legal supervision. It is part of
the Hesse Ministry for the Economy, Energy, Transport and Housing.
Goals and principles of risk management
Deutsche Börse Group strives for a leading role in all our business areas. We pro-
vide the infrastructure for dependable and secure capital markets and are in-
volved constructively in its regulation. We align our risk management approach
with our business model and our corporate strategy.
Our risk management approach is based on the following principles: risk limita-
tion, implementation of the business strategy in line with the risk appetite, and a
reasonable relationship between risk and return.
In the course of growth by the business segments (e.g. organic growth, M&A
activities, extension of the leading position in digital platforms for existing and
new asset classes), risk management supports implementation of the strategy
in line with the risk appetite by identifying risks, communicating clearly, limit-
ing risks and monitoring. The aim is make well-founded strategic decisions
within the boundaries of the defined risk appetite. Embedded cross-cutting
risks such as ESG risks are also considered.
We aim to achieve an appropriate balance between risk and return. Internal
risk management is based on the Group-wide detection and management of
risk, see the chart “Interlocking business strategy and risk management strat-
egy".
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
67
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Non-financial declaration
Event
Risk report
Effect
PDF (A4)
Emerging risks
■ Risk map
■ Changes to
business and/or
business strategy
Risk management approach
Risk analysis
We primarily adopt an economic perspective to quantify and aggregate risks.
For the banks that are the focus of the following comments – particularly in-
cluding Clearstream Holding AG, Clearstream Banking S.A. Clearstream Bank-
ing AG, Clearstream Fund Centre S.A. and Eurex Clearing AG - and the securi-
ties firms in the Group, this is supplemented by the normative perspective,
which is discussed in more detail in the section "Regulatory capital require-
ments and regulatory capital ratios (normative perspective)". The value at risk
(VAR) model is the main tool for quantifying risks. The purpose of the VaR
model is to determine the amount of economic capital - given a confidence in-
terval of 99.9 per cent defined ex ante – required to cover very unlikely but
possible losses incurred within twelve months. Moreover, we carry out stress
tests in order to simulate extreme, yet plausible, events and their impact upon
the Group's risk-bearing capacity. Complementary risk metrics have been es-
tablished as an additional approach to risk monitoring, which serve as an early
warning system for in-house risks. These risk metrics are based on operational
risks (including IT and security risks, potential losses), credit, liquidity and
business risks, as well as the indicators defined for recovery plans.
-
Stress tests are carried out in order to simulate separately and in aggregate ex-
treme but plausible events for all material types of risk. They simulate the oc-
currence of extreme losses or the accumulation of large losses within a single
year. Both hypothetical and historical scenarios are used and calculated for the
banks and securities firms in the Group. Reverse stress tests are also carried
out. They calculate which loss scenarios or liquidity squeezes would have to
materialise for the risk-bearing capacity to be exceeded from a capital or li-
quidity perspective. Additional adverse scenarios are simulated for the relevant
supervisory perspective (normative perspective) by the banks and securities
firms. The recovery plans for the banks include additional recovery stress tests.
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
Internal and external losses
lines for risk management
Centrally coordinated risk management
process
Deutsche Börse Group - Annual report 2023
■ Risk metrics
68
■ Insurance
Risk mitigation
■ Stress tests
Risk mitigation
Reduces frequency of events
Risk transfer
Risk avoidance
or severity of effect
■ Straight-through processing
■ Other
■ Compliance
■ Legal
■ Physical security
■Information security
■Business continuity measures
■Internal control system
■ Other
Risk acceptance
Risk monitoring
Consolidated financial statements/notes
Remuneration report
Further information
Existing risks
■ Aggregated risk measurement
Loss
lines for risk management
Centrally coordinated risk management
process
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Risk profile Deutsche Börse Group
Regulatory classification
Organisational structure and reporting
Goals and principles of risk management
Risk management approach
PDF (A4)
Report on opportunities
Report on expected developments
Risk report
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Overall assessment of the risk situation
by the Executive Board
Non-financial declaration
non-financial institutions
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
Q
79
■Identify, notify and control
Business segments
■Identify, notify and control.
Business segments
Takeover-related disclosures
Deutsche Börse Group - Annual report 2023
Economic situation
Consolidated financial statements/notes
2) As at 31 December 2022, the profit and loss transfer agreement between Eurex Clearing AG and Eurex
Frankfurt AG did not comply with the discretion under Art. 28 (3) (d) CRR. For this reason, the regulatory
capital equivalent to the subscribed capital of €25.0 million was not taken into account for regulatory pur-
poses as at 31 December 2022. Eurex Frankfurt AG also contributed capital of €50 million to Eurex Clear-
ing AG as at 25 September 2023.
The Executive Board of Deutsche Börse AG also determines which parameters
are used to assess risks and how risk capital is allocated. It ensures that the
requirements for the risk management approach and risk appetite are met.
In February and March 2023, Clearstream Banking AG carried out two capital
increases for a total of €110.0 million. The reason for strengthening its capital
base was primarily a change in the interpretation of the CRR and CSDR capital
requirements by the supervisory authority, resulting in both requirements being
applied cumulatively. The reduction in equity at Clearstream Holding AG is
due to the new legal entity Clearstream Fund Centre S.A. Own funds
decreased mainly due to the carve-out of Clear-stream Fund Centre Holding
and its subgroup.
Further information
Clearstream Holding AG, Clearstream Banking S.A., Clearstream Banking AG
and Clearstream Fund Centre S.A. have Minimum Requirements for Own
Funds and Eligible Liabilities, MREL, which were met at all times. The Mini-
mum Requirements for Own Funds and Eligible Liabilities (MREL) result from
the recovery and resolution planning for the Clearstream entities as well as
Clearstream Fund Centre S.A. on compliance with the Banking Recovery and
Resolution Directive (BRRD). Clearstream Banking S.A. and Clearstream Bank-
ing AG as central depositories are subject to the capital requirements of CSDR,
whereas Eurex Clearing AG and European Commodity Clearing AG as central
counterparties are subject to the specific capital requirements of EMIR, which
were met at all times in the reporting year. As of April 2023, Clearstream
Banking AG and Clearstream Banking S.A. must meet the combined capital re-
quirements (complementary approach ratio) defined in CRR and CSDR. They
have satisfied the complementary approach ratio since it came into effect.
Organisational structure and reporting lines
for risk management
80
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
and report
5. Monitor
4. Control
2. Notify
Remuneration report
1. Identify
3. Assess
Officer/
Group Risk
Management
Chief Risk
Continuous monitoring and management of the risk profile throughout the
risk management process
Executive Board
Risk management approach and appetite
Responsibility
The five-stage risk management system
Our risk management is implemented in a five-stage, centrally coordinated
process. All potential losses should be identified in a timely manner, centrally
recorded and, whenever possible quantitatively measured. Measures for man-
aging them are to be recommended as necessary and their implementation en-
sured (see chart “Five-stage risk management process"). A further component
of our risk management approach is the three lines of defence (3LoD) model,
which is established at Deutsche Börse AG and at the banks and securities
companies in our Group. This model defines a clear segregation of functions
and responsibilities between the operating business units (first line of de-
fence), risk management (second line of defence) and internal audit (third line
of defence).
Centrally coordinated risk management process
Our subsidiaries act in the same way, always ensuring that they meet the re-
quirements of the Group. In particular, they adhere to the risk appetite frame-
work allocated to them by Deutsche Börse Group. The banks and European
Commodity Clearing AG have independent executive boards and supervisory
boards. The relevant supervisory boards and their committees are involved in
the process. The same applies to the executive boards and the corresponding
risk management functions. Clearstream Holding AG, Clearstream Banking
S.A., Clearstream Banking AG, Clearstream Fund Centre S.A., European Com-
modity Clearing AG and Eurex Clearing AG implement the risk management
approach with specific features derived for their own businesses. They equally
use metrics and reporting formats adjusted to the overarching Group structure.
As a rule, the management of the respective subsidiary is responsible for struc-
turing the risk management approach and for compliance with the relevant le-
gal requirements.
The Chief Risk Officer leads the development of proposals for the risk manage-
ment framework, risk appetite, approaches and methods for risk monitoring
and control, capital allocation and the necessary processes. Risks are continu-
ously analysed, evaluated and reported: once a month or as needed to the Ex-
ecutive Board, four times a year to the Risk Committee of the Supervisory
Board and once a year to the Supervisory Board. Likewise, the CRO reports to
the Audit Committee on the effectiveness of the risk management system on
an annual basis. This system ensures that the responsible bodies can check
whether the defined risk limits are complied with.
Business
areas
Remuneration report
Q
report to their own committees and the Group
Deutsche Börse AG
Corporate governance statement
Report on post-balance sheet date events
Report on expected developments
Report on opportunities
by the Executive Board
Overall assessment of the risk situation
lines for risk management
Centrally coordinated risk management
process
Organisational structure and reporting
perspective
Economic and normative perspective
Risk-bearing capacity from an economic
Goals and principles of risk management
Risk management approach
(disclosures based on HGB)
Risk profile Deutsche Börse Group
Regulatory classification
Non-financial declaration
Economic situation
Fundamental information about the Group
Strategy and steering parameters
Deutsche Börse:
Combined management report
Executive and Supervisory Board
78
Deutsche Börse Group - Annual report 2023
PDF (A4)
Further information
Our risk management approach applies to the entire Deutsche Börse Group.
Risk management functions, processes and responsibilities are binding for all
our employees and organisational units. To ensure that all employees are risk-
aware, risk management is firmly anchored in the Group's organisational struc-
ture and workflows, see chart, “Risk management - organisational structure
and reporting lines". In addition, regular training sessions are held that were
developed to strengthen the risk culture of all employees. The Executive Board
is responsible for overall risk management, whereas within the subsidiaries it
is the responsibility of the management. The boards and committees listed be-
low receive regular information on the risk situation.
Organisational structure and reporting lines
Risk report
Consolidated financial statements/notes
Takeover-related disclosures
Deutsche Börse AG's Executive Board determines the Group-wide risk manage-
ment approach as well as the risk appetite and allocates the latter to the com-
pany's individual business segments and business units, respectively. It en-
sures that the Group's risk appetite is and remains compatible with its short
and long-term strategy, business and capital planning, risk-bearing capacity
and remuneration systems.
Manage risks in day-to-day operations and
Risk management functions
Chief Risk Officers/
Responsible for the risk management of
their institution
Executive boards
■ Monitor the effectiveness of the risk
management systems and evaluate the
risk management approach
Supervisory boards
■ Reports to Executive Board and Supervisory Board
.
←
■Continuously monitors and assesses the overall
risk profile
e.g. Clearstream, Clearstream Fund Centre S.A.
and Eurex Clearing AG
The Supervisory Board of Deutsche Börse AG assesses and monitors the effec-
tiveness of the risk management system and its continuous development. The
Supervisory Board has delegated the evaluation to its Audit Committee. Addi-
tionally, the Risk Committee is notified annually of the risk appetite frame-
work.
Financial institutions
Chief Risk Officer/
■ Decides on risk management approach and appetite
Executive Board of Deutsche Börse AG
its continuing improvement in light of the risk
management approach
Risk Committee of the Supervisory Board
■Monitors the risk management system and
■ Evaluates the effectiveness of the risk
management system
Audit Committee of the Supervisory Board
■ Evaluates the risk management approach
and system
■ Monitors the effectiveness of the risk
management system
Supervisory Board of Deutsche Börse AG
Group-wide
Risk management - organisational structure
and reporting lines
Group Risk Management
1) Because the separate and consolidated financial statements of Deutsche Börse AG were prepared earlier in
2023, there were slight changes in the figures compared with those in the annual report for 2022.
Executive and Supervisory Board
32.9
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
lines for risk management
Centrally coordinated risk management
process
Information security has a very high priority for Deutsche Börse Group. As al-
ready described in the section on information security in the chapter "Custom-
ers and markets", an extensive framework of policies and processes is used, in
line with the international security standard ISO/IEC 27001, and is supple-
mented by specific inspections and technical abilities. Security solutions are
continuously refined and monitored by an independent control function with a
link to operational risk management.
Physical security is a high priority for us due to continuously changing global
security risks and threats. Deutsche Börse AG has developed an integral risk
management process to protect the company, its employees and values from
internal and external attacks and threats - in a proactive as well as reactive
manner. Analysts continuously assess the security situation at our locations
and on business trips, and are in close contact with national and international
authorities (Federal Criminal Police Office - BKA, Federal Office for the Protec-
tion of the Constitution – BfV, etc.), security service providers, and security de-
partments of other companies. Multi-level security processes and controls en-
sure physical security at our locations. Physical access to buildings and values
is monitored permanently; it is based on the access principle of "least privi-
lege" (need-to-have basis).
Insurance contracts
Operational risks that we do not wish to bear ourselves are transferred to in-
surance companies, if this is possible at a reasonable price. All insurance con-
tracts are reviewed individually and regularly to identify potential for optimisa-
tion.
Financial risk
We divide financial risk into credit, market price and liquidity risks.
Financial risk at Deutsche Börse Group
Credit risk
■ For collateralised and uncollater-
alised customer credits
Physical security
■ For collateralised and uncollater-
alised cash investments
Organisational structure and reporting
Risk profile Deutsche Börse Group
Regulatory classification
We take specific organisational measures to mitigate operational risks. Among
them are emergency plans, measures to ensure information security and the
physical safety of employees and buildings, insurance coverage, as well as
compliance regulations and procedures. Comments on compliance require-
ments can be found in the section “Compliance".
Contingency plans
It is vital for our Group to be able to provide our products and services with the
greatest possible reliability, in order to retain the trust of customers and mar-
kets, and to meet our contractual obligations. We have to maintain our busi-
ness operations and take precautions against failures. If our core processes
and resources are not available, this represents not only a substantial risk for
the entire Group but also even a potential systemic risk for the financial mar-
kets in general. A system of contingency plans has therefore been established
throughout the Group (Business Continuity Management System, BCMS). This
covers all processes designed to ensure continuity of operations in the event of
an emergency and reduces unavailability risk. Measures include precautions
relating to all material resources (staff, systems, workspace, suppliers), includ-
ing the redundant design of essential IT systems and the technical infrastruc-
ture, as well as emergency measures designed to mitigate the unavailability of
staff or workspaces in core functions.
Our Group has introduced and tested a management process for emergencies
that enables us to respond quickly and in a coordinated manner. This is in-
tended to minimise the effects on business processes and on the market and
to enable a quick return to regular operations. All business units have ap-
pointed emergency managers to act as central contacts and take responsibility
during emergencies. The emergency managers inform the Executive Board or
raise the alarm with them in the case of severe incidents. If the incident esca-
lates, the Executive Board member responsible acts as the crisis manager or
delegates this role. Our emergency plans are tested regularly by rehearsing crit-
ical situations as realistically as possible. Such tests are generally carried out
unannounced.
Information security
As digitalisation advances, the financial sector as a whole continues its tech-
nological development, which increases the risks of cyber-attacks. Attacks on
company IT systems and on financial infrastructure are increasing worldwide
and the Federal Office for IT Security (BSI) estimates the threat is greater than
ever. Attacks with malware or distributed denial of service (DDoS) attacks rep-
resent major dangers, for instance.
PDF (A4)
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Deutsche Börse Group - Annual report 2023
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
72
Furthermore, losses resulting from insufficient anti-money-laundering controls,
violations of competition law or of banking secrecy are included. Such risks
can also arise if government sanctions are not observed, e.g. in case of con-
flicting requirements of different states, or in the event of breaches of other na-
tional or international regulations.
■In securities lending
Participation in default fund
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
Fundamental information about the Group
lines for risk management
Centrally coordinated risk management
process
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Credit risk
Overall assessment of the risk situation
by the Executive Board
•
Deutsche Börse:
Executive and Supervisory Board
■ Outstanding liabilities
Financial risk
Market risk
■ For securities
■ For pension provisions
■In case of balance-sheet
currency mismatches
Liquidity risk
■ For collateralised and uncollatoral-
ised customer credits
■ For collateralised and uncollatoral-
ised cash investments
Combined management report
■For exposures towards other
■In securities lending
For repayments of customer
deposits
Consolidated financial statements/notes
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
73
Q
market infrastructures
Credit risk and counterparty default risk describe the danger that one of our
counterparties might not settle its liabilities, or not settle them in full. The
Group's credit risks result from the specific business models of our subsidiaries
and DBAG's treasury investments.
Losses can also result from ongoing legal proceedings. These can occur if
Deutsche Börse Group breaches laws or other stipulations, enters into inade-
quate contractual agreements or fails to monitor and observe the case law to a
sufficient degree. Legal risks also include losses due to fraud and labour law
issues.
Further information
(disclosures based on HGB)
Takeover-related disclosures
Operational risk at Deutsche Börse Group
Operational risk
In the context of implementing ESG rules into non-financial risk management,
the relevant scenarios required to show the operational risk of subsidiaries are
marked ESG. Existing risks have been classified. ESG risks have been analysed
and quantified in this context as far as possible. In the course of this analysis
the effects of ES-G risks were classified as immaterial and no new risks were
identified.
Events
Unavailability of
systems
Service deficiency
Deutsche Börse AG
■ Trading
"
Clearing
■ Loss of customer cash
■ Settlement
■ Software flaws
Damage to
physical assets
■ Damages to or
destruction of
buildings
■ Damages to or
destruction of data
centres
■ Deficiency of trading-
related services
Possible root causes
Corporate governance statement
Report on expected developments
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Report on post-balance sheet date events
Regulatory classification
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Goals and principles of risk management
Natural disasters, accidents, terrorism or sabotage are other operational risks
that could, for example, cause damage or destruction of a data centre. Busi-
ness continuity processes are intended to avert significant financial losses.
Legal disputes and
business practice
■ Tax risks
■Theft of customer cash.
■ Employment practices
■ Contract risks
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Executive and Supervisory Board
Organisational structure and reporting
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
lines for risk management
Centrally coordinated risk management
process
■Losses from ongoing
legal conflicts
Q
PDF (A4)
■ Breach of sanctions
provisionsn
We measure the availability of the systems as an important risk indicator. As
an international exchange operator and innovative provider of market infra-
structure, state-of-the-art IT is of the utmost importance for the Group to en-
sure that it can deliver its services smoothly and continuously. Special IT risk
indicators for system availability have been defined in accordance with a de-
fined risk appetite, to monitor the uptime and performance of the main IT sys-
tems in all units and business segments and to ensure that they remain within
the defined parameters. Yellow and red limits are defined for this purpose, to
enable the timely and transparent escalation and reporting of breaches to sen-
ior management. Since availability risk is the biggest operational risk for the
Group, it is the subject of regular testing. This simulates the impact of a failure
of our own systems or those of suppliers.
Risks can also arise if a service provided to a customer is inadequate and
leads to complaints or legal disputes. For example, errors in the settlement of
securities transactions due to product or process deficiencies or faulty manual
input. The related processes are tested at least annually. Other sources of er-
rors may lie with suppliers or defective products. We register complaints and
formal objections as a key indicator of deficient processing risk.
■ Human errors
■ Force majeure
■IT hardware flaws
■ Flawed internal
processes
■ Inadequate
71
■ Weather catastrophes
■ Terror
■ External fraud
information security
■Flawed data supply
■ Cyber crime
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
■ Legal violations
■Internal fraud
Various risk metrics are used to measure and manage the credit risk of our
subsidiaries. To derive the credit risk, the required economic risk capital is
measured using Monte Carlo simulations and regulatory capital requirements
as well as stress tests are used. Among other things the indicators include the
extent to which individual clients make use of their credit facility and the con-
centration of credit. The measurement criteria also include the credit rating of
the counterparties and the collateral provided. Reverse stress tests for banks
show how many clients would have to default for the losses to exceed the risk-
bearing capacity.
Both Clearstream Banking S.A. and Clearstream Banking AG extend credit to
their customers to make securities settlement more efficient. This lending busi-
ness may give rise to short-term receivables from counterparties of several bil-
lion euros, but differs fundamentally from the traditional bank lending business
and the associated risk profile. Credit risk can also arise from cash invest-
ments, which are the responsibility of the Treasury function. Treasury invests
both the company's own funds and those that our customers deposit with
Clearstream Banking S.A. and Clearstream Banking AG; the funds are mostly
invested on a secured basis.
Finally, there may be short-term unsecured credit balances at correspondence
banks in the course of securities settlement. To manage and monitor the coun-
terparty risk in the Group, the credit score of potential customers and counter-
parties to an investment is assessed before our subsidiaries enter into business
relations.
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Combined management report
Goals and principles of risk management
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Risk management approach
Takeover-related disclosures
Executive and Supervisory Board
77
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Q
Pension risk
Business risk
Business risk is the unexpected residual loss which arises when the Earnings
at Risk exceed the anticipated net income after tax, which can be due to the
competitive environment (e.g. customer behaviour, investment failure, industry
trend), macro-economic and geopolitical developments or erroneous strategic
management decisions. Factors influencing this residual loss could be lower
revenues or higher costs than planned. Business risk is reported when the cal-
culated value at risk is higher than the budgeted net income for the next four
quarters. This approach is based on the use of historic actuals as well as an-
ticipated data and the expenses and income actually reported. Since historic
actuals are not yet available for Clearstream Fund Centre S.A., an approach
based on business risk scenarios is used there. Business risks are continu-
ously monitored by the business units. There was no disclosable business risk
for the Group on the basis of the simulation model as at 31 December 2023.
The Federal Financial Supervisory Authority (BaFin) regularly considers
whether to classify Deutsche Börse AG as a financial holding company. It has
currently come to the conclusion that Deutsche Börse AG is not a financial
holding company. Classification as a financial holding company could have an
impact on our capital requirements.
Regulatory capital requirements and regulatory
capital ratios (normative perspective)
Operational risk, credit risk and market risk are used to determine the capital
requirements from a normative perspective. Regulatory capital requirements
are not determined for Deutsche Börse Group, but separately for each regu-
lated entity. However, the risk profile from a normative perspective is compara-
ble to the risk profile derived from economic capital. Clearstream Banking S.A.
and Clearstream Banking AG, Clearstream Fund Centre S.A., Eurex Clearing
AG and European Commodity Clearing AG used the standard approach for an-
alysing and evaluating credit and market risk. The institutions have adopted
different approaches regarding operational risk: Clearstream uses the consider-
ably more complex Advanced Measurement Approach (AMA) in all business
units, which has been approved and is regularly audited by BaFin. In contrast,
Eurex Clearing AG, European Commodity Clearing AG and Clearstream Fund
Centre S.A. employ the basic indicator approach in order to calculate regula-
tory capital requirements.
Further information
PDF (A4)
Deutsche Börse Group - Annual report 2023
Pensions for past and present employees are managed in a variety of pension
funds. Pension risk is the risk of rising costs from the current measurement of
pension provisions due to higher life expectancies, salary increases and higher
inflation rates. It is calculated with the support of actuaries during the first
quarter of the financial year. The methods used to measure pension risk were
modified in 2023 which led to an increase of €57 million in the pension risk.
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Consolidated financial statements/notes
Overview of regulatory capital ratios
119.1
138.5
528.3
421.6
35.5
24.4
Clearstream Fund
Centre S.A.
AG¹
Eurex Clearing AG²
122.7
46.2
143.4
178.8
Q
189.8
799.6
724.8
32.0
52.1
44.7
Remuneration report
Clearstream Banking
40.6
Regulatory capital ratios according to CRR
Own funds requirements
Own funds
Total capital ratio %
31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022
in Єm
Clearstream Holding
Group¹
340.9
28.8
444.2
1,777.3
34.7
32.0
Clearstream Banking
S.A.
199.6
279.9
1,011.7
1,008.3
1,477.4
Goals and principles of risk management
Risk management approach
Risk profile Deutsche Börse Group
Regulatory classification
Risk report
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
In addition to its own funds, Eurex Clearing AG has the option of drawing on a
letter of comfort issued by Deutsche Börse AG. A maximum of €600 million is
available, from which own equity payments can already be used on a pro rata
basis in the security scheme described above. Third parties have no rights un-
der this comfort letter. The contribution from Eurex Clearing AG to the overall
payment waterfall in the event of a liquidation is €200 million. Before the col-
lateral in the default fund is used, European Commodity Clearing AG provides
prefinanced allocated own funds of €35 million. If all these funds are not suffi-
cient, European Community Clearing AG can call up additional contributions to
the default fund from non-defaulting clearing participants up to three times
within 90 days. Before doing so, European Commodity Clearing AG must pro-
vide additional prefinanced allocated own funds of €15 million.
In addition, Eurex Clearing AG and European Commodity Clearing AG can use
the facilities of the Deutsche Bundesbank and so hold most of the customer
funds without any default risk. Investment losses on currencies for which Eu-
rex Clearing AG or European Commodity Clearing AG have no access to the re-
spective central banks, and therefore invest with commercial banks, will be
borne, on a pro rata basis, by Eurex Clearing AG and European Commodity
Clearing AG and by those clearing members active in the currency where
losses were incurred. The maximum amount payable by Eurex Clearing AG
and European Commodity Clearing AG is capped at €50 million for Eurex
Clearing AG and €15 million for European Commodity Clearing AG.
As with Clearstream Banking S.A. and Clearstream Banking AG, Treasury also
invests its own funds and client deposits for Eurex Clearing AG; here too, most
of the investments are secured. To date, no default by one of our customers
with a secured credit line has resulted in a financial loss for us.
Report on expected developments
Market risk
Derivative financial instruments are used across the Group solely for hedging
purposes. This relates to interest rate or currency swaps, for instance, which
are used as part of a conservative investment policy for Clearstream Banking
S.A., Clearstream Banking AG and Eurex Clearing AG, or futures to reduce the
market risk of existing positions at Crypto Finance AG.
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
75
Q
Market risk include risks of an adverse development of interest rates, exchange
rates or other market prices, which may occur when investing own or cus-
tomer funds, on open risk positions in foreign currencies or on pension liabili-
ties. We measure these risks using Monte Carlo simulations based on histori-
cal price data, as well as corresponding stress tests. Clearstream Fund Centre
S.A. measures market risks based on historical developments in interest rates,
exchange rates and other market prices, and with additional stress tests. To
minimise foreign currency risks, we avoid open currency positions whenever
possible. Market risk exposure only results from relatively small open foreign
currency positions.
Executive and Supervisory Board
Report on opportunities
lines for risk management
Centrally coordinated risk management
process
Our subsidiaries define safety margins for the collateral depending on the risk
involved and review them continuously. We reduce our risk when investing
funds belonging to Group companies and client deposits by distributing invest-
ments across multiple counterparties, all with a high credit quality, and by in-
vesting funds primarily in the short term and in secured form if possible. In-
vestment limits are established for each counterparty on the basis of at least
annual credit checks and using ad hoc analyses, as necessary.
In accordance with their terms and conditions, Eurex Clearing AG and Euro-
pean Commodity Clearing AG only enter into transactions with their clearing
members. Clearing mainly relates to defined securities, rights and derivatives
that are traded on specific stock exchanges. Eurex Clearing AG also offers this
service for over-the-counter (OTC) products such as interest rate swaps and
forward rate agreements. It acts as a central counterparty between the busi-
ness parties. It reduces the resulting credit risk by offsetting receivables and by
requiring clearing members to post collateral. These processes are part of an
EMIR-compliant security system, which the central counterparties in the Group
have implemented.
This backup system consists of different levels that prevent one or even several
customer defaults from affecting the functioning of the central counterparties.
As a first step, each clearing member must demonstrate a minimum amount of
liable capital or, in the case of funds, assets under management. The second
stage requires the daily provision of collateral in the form of money or credit-
worthy and liquid securities (margins), which, at the request of the central
counterparties, must be supplemented or even replaced by customers during
the day if securities no longer meet the high quality requirements. It should be
noted that the underlying risk measurement already factors in changes in
prices and positions over the course of the day. In the third stage, all clearing
participants are obliged to pay additional collateral into a default fund on a pro
rata basis according to their individual risk profile.
PDF (A4)
Deutsche Börse Group - Annual report 2023
74
Q
Executive and Supervisory Board
Overall assessment of the risk situation
by the Executive Board
Combined management report
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
Deutsche Börse:
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Liquidity risks arise primarily at our subsidiaries Eurex Clearing AG,
Clearstream Banking S.A., Clearstream Banking AG and Clearstream Fund
Centre S.A., since these are credit institutions. Furthermore, liquidity risks
arise at European Commodity Clearing AG as it is classified as a credit institu-
tion under the German Banking Act.
Short-term operating liquidity is mainly covered internally, by retaining earn-
ings. The aim is to hold sufficient liquidity to be able to meet all our obliga-
tions as they fall due. An intra-group cash pool is used to pool surplus cash
from our subsidiaries with Deutsche Börse AG, as far as regulatory and legal
provisions allow. Liquid funds are invested on a short-term basis to ensure
that they are available. Short-term investments are also largely secured by liq-
uid bonds from first-class issuers. In addition, we have access to short-term
external sources of financing, such as agreed credit lines with individual com-
mercial banks or consortia, and a commercial paper programme.
In recent years, we have used our access to the capital markets to issue corpo-
rate bonds in order to meet our structural financing needs.
Deutsche Börse Group's liquidity risk management objective is two-fold: we
aim to cover short-term liquidity needs while safeguarding the long-term fi-
nancing of our Group and thereby reducing liquidity risks.
For the early identification of risk, Clearstream Banking S.A., Clearstream
Banking AG, Clearstream Fund Centre S.A., Eurex Clearing AG and European
Commodity Clearing AG calculate daily the liquidity requirement using various
stress tests that would occur in the event of client defaults. The companies
hold sufficient liquidity to cover the requirement as determined by these calcu-
lations. Furthermore, potential risks that are identified in the course of stress
tests are analysed, and corresponding risk-reduction measures initiated.
Aggregated across all currencies, the companies always had sufficient liquidity
to cover their actual liquidity needs in 2023.
Liquidity risks are not quantified in the REC (see note 24 to the consolidated
financial statements).
Further information
Liquidity risk arises if a Group company is unable to meet its upcoming pay-
ment obligations in time and in full or if it can only do so at a higher refinanc-
ing cost.
PDF (A4)
76
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Deutsche Börse Group - Annual report 2023
Liquidity risk
We did not sustain any significant losses from market price risks in 2023.
Furthermore, market risk could result from ring-fenced pension plan assets for
our employees (Contractual Trust Arrangement (CTA), Clearstream's pension
fund in Luxembourg). They are actively managed in line with a defined invest-
ment policy and so have a limited exposure to market risk. We also reduced
the risk of extreme losses by deciding to invest the bulk of the CTA on the ba-
sis of a value preservation mechanism.
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Goals and principles of risk management
Risk management approach
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
40.5
Remuneration report
Executive and Supervisory Board
90
Report on opportunities
Organisation of opportunities management
Organic growth opportunities
Cyclical opportunities
Technological opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Risk report
These are the main growth opportunities in our four segments:
Software as a Service for institutional investors (combination of SimCorp and
Axioma): We expect increasing demand from institutional investors for invest-
ment management software solutions in the years ahead. With the merger of
SimCorp and Axioma we have created an end-to-end offering along the entire
process chain for institutional investors. This also enables us to realise revenue
and cost synergies. It opens up significant, sustainable and long-term growth
opportunities and enables us to diversify our business and further increase the
proportion of our recurring revenue.
One-stop shop for global indices and data (combination of ISS and STOXX):
Our objective in the index business is to give the already established European
index provider STOXX an even more global profile, in order to develop and
market other indices worldwide. By combining our index provider STOXX with
the ESG and data business of ISS we have created the foundation for offering
our customers an integrated range of indices and ESG data. This gives us an
advantage over our global competitors and helps us to give new and existing
customers the best possible service. In addition, Deutsche Börse's index busi-
ness will continue to take advantage of the structural trend towards passive in-
vestment products (ETFs). An increasing number of private clients and asset
managers now follow this trend; not only are the costs lower, but many active
investment strategies have been returning under-average performance. We are
also realising revenue and cost synergies by merging ISS and STOXX under
joint management.
Trading & Clearing
New interest rate derivatives: Higher interest rates and wider fluctuations in
expectations on future rates increase demand for interest rate products as in-
vestments and speculative opportunities, and to hedge interest rate risks. To
support this, we use our leading position in long-term interest rate derivatives
in order to win short-term business in interest rate derivatives for our platforms
too. Customers profit from efficiencies in margin requirements if they pool their
short-term interest rate business as well as their long-term interest rate busi-
ness on our platforms. We offer an additional incentive by expanding our part-
nership programme, which enables market participants to share in our eco-
nomic success.
Clearing of OTC derivatives: We have used political and regulatory develop-
ments, along with our expertise in building liquid markets, and expanded our
market share in the clearing of OTC derivatives to around 20 per cent in recent
years. In the years ahead we want to profit from overall market growth and in-
crease our market share at the same time. To achieve these goals we use our
improved risk model and efficiencies in cross-margining, i.e. offsetting margins
for OTC trades with those for exchange-traded business. The current obligation
being discussed by the EU supervisory authorities to use an active cross-mar-
gining account within the EU could also contribute to gaining additional mar-
ket share.
Rising demand for repo products: The retreat by central banks from the
money market and higher interest rates have caused demand for secured
money market products to rise. We anticipate that we will profit from overall
market growth and win new customers for our products at the same time.
PDF (A4)
Investment Management Solutions
Deutsche Börse Group - Annual report 2023
Non-financial declaration
Fundamental information about the Group
Strategy and steering parameters
Remuneration report
Further information
Report on opportunities
With its broad product and services portfolio, Deutsche Börse Group has an excellent market position from
which to profit from a wide range of opportunities. We pursue both organic growth and focused M&A
activities.
Organisation of opportunities management
We evaluate the organic and inorganic growth opportunities in the individual
business areas continuously, i.e. over the course of the year. With our oppor-
tunity management, we can identify, evaluate and seize opportunities for the
Group as early as possible - and turn them into business successes. At Group
level these opportunities are systematically assessed as part of the annual
budgeting process and strategic reviews. The process begins with a careful
analysis of the market environment, which considers both what the customer
wants, as well as market developments, competitors and regulatory changes.
Ideas for growth initiatives are developed further using uniform, Group-wide
templates and subjected to a profitability analysis. On this basis, our Executive
Board decides which initiatives are to be implemented.
In the course of preparing our Horizon 2026 strategy we validated our oppor-
tunities again and adjusted them accordingly.
Economic situation
Organic growth opportunities
Deutsche Börse Group - Annual report 2023
PDF (A4)
83
Q
Executive and Supervisory Board
Combined management report
Deutsche Börse:
We have a very broad portfolio of products and services with which we cover
all areas of a market infrastructure provider's value chain. In order to maintain
and expand this position we are pursuing a growth strategy called Horizon
2026 (see section "Strategy and steering parameters"). We are focusing pri-
marily on organic growth opportunities. These consist largely of secular oppor-
tunities that we can influence ourselves. Secular opportunities arise for exam-
ple as a result of regulatory changes, new client requirements such as the
growing demand for exchange-traded solutions to previously over-the-counter
(OTC) transactions or from the trend to allocate an increasing portion of assets
to passive investment strategies (e.g. ETFs). There are also cyclical opportuni-
ties that are beyond our direct control and result from changes in the macroe-
conomic environment. Apart from that, we see long-term growth opportunities
resulting from the technological transformation. With the help of distributed
ledger technology, public cloud solutions for operating IT infrastructure and ar-
tificial intelligence, we not only want to become efficient in our existing busi-
ness, but also see opportunities for new products and services related to digital
assets, for example.
Consolidated financial statements/notes
84
Executive and Supervisory Board
Expand fixed-income securities services: With new offerings for our customers
in the Securities Services segment we intend to use our presence and range in
fixed-income securities services in a more normal interest rate environment.
This includes expanding the repo and securities lending business. Both prod-
ucts are currently seeing stronger demand due to central banks' withdrawal
from the money market and increased demand for high-quality collateral.
Digital value chain in custody: Clearstream customers can already issue as-
sets the same-day in a digital value chain via our D7 platform. We want to
build on this success and enable our customers to manage and settle positions
and accounts digitally in future – and to do so for all their asset classes. In ad-
dition to economies of scale and cost savings, we anticipate further long-term
growth from a larger number of transactions.
Cyclical opportunities
In addition to secular growth opportunities, we have cyclical opportunities, for
instance as a result of macroeconomic developments or unexpected market
events. We do not have any direct control over these cyclical opportunities, but
they do have the potential to increase our net revenue significantly. They in-
clude high trading volumes on our markets, on the one hand, which could be
caused by a change in interest rate expectations or global events. On the other
we benefit from rising interest rates, because they increase the net interest in-
come we receive on cash balances.
PDF (A4)
Deutsche Börse Group - Annual report 2023
85
Securities Services
Q
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Executive and Supervisory Board
Q
and services. So, for example, we have significantly expanded our range of
fund services to include the management of distribution agreements, as well
as data compilation through acquisitions.
Cross-border settlement and distribution of investment funds:
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Our clients can use Clearstream's settlement, custody and distribution services
for their entire fund portfolio - covering traditional investment funds, ex-
change-traded funds (ETFs) as well as hedge funds. Given that supervisory au-
thorities are also calling for more efficient settlement and custody solutions in
order to guarantee maximum security for client assets under custody, we ex-
pect to acquire additional client portfolios in the future by means of outsourc-
ing agreements. We are also continuously expanding our range of products
Organisation of opportunities management
Organic growth opportunities
Cyclical opportunities
Technological opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Consolidated financial statements/notes
Remuneration report
Further information
New equities and equity index derivatives: In addition to a broad range of es-
tablished international benchmark products, we have introduced a large num-
ber of new products in recent years, such as MSCI, total return, dividend and
ESG derivatives. These new products reflect changes in customer preferences
and regulatory requirements, and we therefore expect to see further significant
growth here in the years ahead.
Rising demand for power derivatives: The increasing share of renewable ener-
gies in the energy mix causes wider price fluctuations on European power mar-
kets. At the same time, industries with high energy requirements are obliged to
include future energy costs in their calculations well in advance when pricing
their final products. Their hedging requirement and demand for power deriva-
tives is correspondingly high. Liquidity in the European power markets oper-
ated by us is now high, which has attracted new market participants, such as
algorithmic and quant traders. They have no physical need, but use power as
an asset class for trading. We want to use this momentum to increase liquidity
on our platforms even further and open up new customer groups.
Tokenisation: We are at the beginning of a new technology and digital assets
will increase the range of investable and tradable instruments significantly.
With the Digital Asset Business Platform we want to make tokenised assets
fungible for institutional customers and profit from this trend over the long
term.
Fund Services
(disclosures based on HGB)
Takeover-related disclosures
Organisation of opportunities management
Organic growth opportunities
Cyclical opportunities
Technological opportunities
Report on expected developments
Report on post-balance sheet date events
(disclosures based on HGB)
Takeover-related disclosures
Report on post-balance sheet date events
Corporate governance statement
Structure of the internal control system
Deutsche Börse has a Group-wide internal control system (ICS) that defines a
framework with minimum requirements for all entities in the Group. The
framework provides the basis for the risk-based implementation of the ICS. It
supports the effective and efficient implementation and operation of the ICS re-
gardless of the degree of regulation, or the size of the entity, for example.
The ICS helps to manage risks and particularly covers risks at the process
level. This entails defining rules for the uniform recording and assessment of
process risks, in aggregate and at the individual risk level. It should be empha-
sised that both financial and non-financial effects are taken into account when
assessing the materiality of risks. A control cycle carried out at least once a
year defines minimum requirements for continuous improvements and ICS re-
porting. This also includes an assessment of the appropriateness and effective-
ness of the measures taken by the business units as the first line of defence.
A particular emphasis in the ICS implementation is on steps to manage mate-
rial risks in connection with financial and non-financial reporting.
The central unit Financial Accounting and Controlling (FA&C), which reports
directly to the CFO, and decentralised units working to standards defined by
FA&C are responsible for preparing the financial statements in accordance with
the statutory requirements. Group Tax is responsible for determining tax items.
The relevant department heads are responsible for the related processes, in-
cluding effective security and control measures. The aim is to ensure that risks
relating to the accounting process are identified early on, so that remedial ac-
tion can be taken in good time.
FA&C provides the subsidiaries included in the consolidated financial state-
ments with accounting guidelines that are intended to support consistent and
correct accounting across the Group. Moreover, we continuously monitor and
analyse changes in the accounting environment and adjust our processes ac-
cordingly.
Further information
The first stage identifies the risks and the possible causes of losses or opera-
tional malfunctions. In the second stage, the business areas (first line of de-
fence) regularly or immediately, in urgent cases - report the risks that they
have identified and quantified. The report goes to the risk management func-
tion (part of the second line of defence), which evaluates the potential threat
in a third stage. In the fourth stage the business units manage the risks by
avoiding, mitigating or transferring them, or by actively accepting them. The
fifth and final stage involves monitoring different risk metrics and, where nec-
essary, informing the responsible Executive Board members and committees of
significant risks, their assessment and possible emergency measures. In addi-
tion to its regular reports, the CRO division compiles ad hoc reports for the Ex-
ecutive and Supervisory Boards. The risk management functions at Clear-
stream Holding AG, Clearstream Banking S.A., Clearstream Banking AG, Clear-
stream Funds Centre S.A., Eurex Clearing AG and European Commodity Clear-
ing AG submit reports to the respective executive boards and supervisory
boards. The internal audit function (third line of defence) is an independent
function and monitors both the business units and the risk management func-
tions.
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Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Deutsche Börse Group - Annual report 2023
Non-financial declaration
-
Consolidated financial statements/notes
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Non-financial declaration
Risk report
Risk profile Deutsche Börse Group
Regulatory classification
Remuneration report
Goals and principles of risk management
Risk management approach
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Deutsche Börse AG
Risk report
Goals and principles of risk management
Risk management approach
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Deutsche Börse Group continually assesses its risk situation. From stress tests,
the economic capital requirements as calculated and based on the risk man-
agement system, Deutsche Börse AG's Executive Board concludes that the
available risk coverage amount and liquidity are sufficient. There is currently
no indication that the risk coverage amount has to be adjusted for 2024. Fur-
thermore, it cannot identify any risk that would endanger the Group's existence
as a going concern. Group risk management and the internal control system
(ICS) are to be strengthened and expanded further in 2024. SimCorp will also
be fully included in the measurement of economic capital. In addition, the im-
plementation of the Corporate Sustainability Reporting Directive (CSRD) across
the Group for aspects relevant to risk management will be driven forward.
Deutsche Börse:
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Organisation of opportunities management
Organic growth opportunities
Cyclical opportunities
Technological opportunities
Report on expected developments
Fundamental information about the Group
Strategy and steering parameters
Risk profile Deutsche Börse Group
Regulatory classification
Outlook
Summary
Economic and normative perspective
Risk-bearing capacity from an economic
perspective
Organisational structure and reporting
lines for risk management
Centrally coordinated risk management
process
Overall assessment of the risk situation
by the Executive Board
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
The risk profile of Deutsche Börse Group did not change significantly in the
2023 financial year. All known impacts of the geopolitical and macroeconomic
developments were actively managed within the Group and potential new risks
were analysed on an ongoing basis. The aggregate total risk of Deutsche Börse
Group comprising all risk types (operational, financial, pension and business
risk) was always matched by sufficient covered funds. Group risk management
and the internal control system (ICS) were further strengthened and expanded
in 2023, as described above. No significant change in the risk situation of the
Group has been identified by the Executive Board at the present time.
Consolidated financial statements/notes
Further information
Another essential component of our ICS is the principle of functional segrega-
tion: tasks and competences are clearly assigned and separated from each
other in organisational terms. Incompatible tasks – such as modifying master
data on the one hand and issuing payment instructions on the other - are
strictly segregated at a functional level. An independent control unit grants in-
dividual employees access rights to the accounting system and continuously
monitors these permissions using a so-called incompatibility matrix.
Subsidiaries of Deutsche Börse Group maintain and consolidate their general
ledgers in the same system. Accounting data from other companies is up-
loaded for inclusion in the consolidated financial statements.
The processes, systems and controls described above aim to provide reasona-
ble assurance that our accounting system complies with the applicable princi-
ples and laws. In addition, Compliance and Internal Audit act as a further line
of defence, performing risk-based, process-independent controls on whether
the ICS is appropriate and effective.
The accounting-based internal control system (ICS) was strengthened and ex-
panded in 2023. A Control Over Financial Reporting (COFR) policy was intro-
duced and adopted by all the subsidiaries included in the consolidated finan-
cial statements. The COFR policy is intended to manage the risks associated
with financial reporting across the Group, deliver end-to-end transparency in
the financial processes and ensure the reliability of financial reporting. FA&C
has provided a standardised process catalogue for accounting processes, in-
cluding standardised risk-control matrices and documentation requirements.
Compliance is regularly monitored by FA&C. These measures are to be
strengthened and expanded again in 2024.
The Executive Board and the Audit Committee established by the Supervisory
Board receive regular reports on the effectiveness of the ICS with respect to the
financial reporting process.
Overall assessment of the risk situation by the
Executive Board
Remuneration report
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Overall assessment by the Executive Board
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Consolidated financial statements/notes
Remuneration report
Further information
Development of non-financial performance indicators
financial position
Initiatives to promote the transparency and security of the markets will con-
tinue to be a key focus during the forecast period, ensuring that we add value
for society. As far as the forecast development of non-financial performance in-
dicators for 2024 is concerned, system availability was brought back into line
with the high targets by means of additional back-up measures, which became
part of everyday operations. We therefore expect that the system availability of
customer facing IT will remain high in the forecast period.
Deutsche Börse AG's Executive Board has defined target quotas for women on
the two management levels beneath the Executive Board, in accordance with
section 76 (4) of the AktG, in each case referring to Deutsche Börse AG. By
31 December 2024, the proportion of women holding positions in the first and
second management levels beneath the Executive Board is planned to reach
15 per cent and 27 per cent, respectively. Moreover, on a global Group level
the Executive Board has adopted a voluntary commitment to increase the
share of women holding upper management positions to 24 per cent by the
end of 2024, and of women holding lower management positions to 33 per
cent during the same period. We have extended the scope of our voluntary
commitment over and above the legal requirements.
The assessment of independent ESG rating agencies is an important bench-
mark for our ESG efforts. We continuously analyse our performance and take
action accordingly. Over the forecast period we expect that we will be able to
maintain our good position above the 90th percentile of the ESG ratings.
Targets of non-financial KPI for 2024
System availability of customer-facing IT
Employee satisfaction
Share of women in leadership positions¹
ESG ratings
1) Group target for senior management.
Based on 2023 Target for 2024
Being an attractive employer is important for our sustained success. We want
to attract top talents and retain them for the long term. The measures de-
scribed in the chapter "Employees" have put us in a good position and we are
confident that we can maintain or improve on our employee satisfaction of
more than 71.5 per cent.
>99.9%
73 %
23 %
Future development of the Group's
operations
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Executive and Supervisory Board
Combined management report
Deutsche Börse:
Development of non-financial performance
indicators
Fundamental information about the Group
Strategy and steering parameters
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Developments in the operating
environment
Future development of results of
Economic situation
Net revenue
>99.5 %
>71.5 %
>24 %
Future development of the Group's financial position
Overall assessment by the Executive Board
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Based on the successful implementation of our previous strategy and in expec-
tation of further growth, we have refined our capital management. In future we
will aim to distribute dividends equivalent to 30-40 per cent of the net profit
for the period attributable to the shareholders of Deutsche Börse AG. The divi-
dend per share is planned to increase going forward. In addition, available li-
quidity can be invested in the Group's further inorganic development, as in the
past. In the event of any surplus liquidity, the company intends to supplement
the dividend with share buy-backs.
To maintain its strong credit ratings at Group level, we aim for a ratio of net
debt to EBITDA of no more than 2.25, and a ratio of free funds from opera-
tions to net debt of at least 40 per cent. Financing the takeover of SimCorp
temporarily caused the ratio of free funds from operations to net debt to not
fulfil the target at year-end 2023. We expect to be within the limit for this indi-
cator again in 2024 thanks to positive cash flow from operating activities.
Overall assessment by the Executive Board
Future development of the Group's financial
position
We believe the Group remains very well positioned in terms of international com-
petition, thanks to its broadly diversified offering along the securities trading value
Report on post-balance sheet
date events
There were no significant events after the end of the reporting period.
Consolidated financial statements/notes
Remuneration report
Further information
Deutsche Börse Group - Annual report 2023
PDF (A4)
chain and its innovative strength. This being the case, we expect to see a positive
trend in the results of operations over the long term. Our new corporate strategy
and the resulting measures should further accelerate this growth. In this context
the Group aims to become more agile and effective and sharpen its client focus,
in order to become the global market infrastructure provider of choice, with a top
ranking in all its business areas. Taking the conditions for organic growth into ac-
count, the Executive Board is planning an increase in net revenue to more than
€5.6 billion in the forecast period. The Executive Board expects EBITDA to go up
to more than €3.2 billion in the forecast period. Overall, on this basis the Execu-
tive Board assumes that cash flow from operating activities will be clearly positive
and that, as in previous years, the liquidity base will be sound. The overall as-
sessment by the Executive Board is valid as at the publication date for this com-
bined management report.
98th percentile >90th percentile
Development of non-financial performance
indicators
Future development of results of
We expect that cash flow from operating activities, which is our primary source
of financing, will remain significantly positive in future. We expect that three
significant factors will influence changes in liquidity in the forecast period:
firstly, we plan to invest around €350 million in intangible assets and prop-
erty, plant and equipment at Group level. These investments will serve primar-
ily to develop new products and services in our growth areas and to enhance
existing ones. We also launched a share buy-back programme with a volume
of €300 million in January 2024. In May 2024 we will propose a dividend of
€3.80 per share to the Annual General Meeting. This would represent a cash
outflow of about €703.4 million. Apart from the above, we did not expect any
other material factors to impact the Group's liquidity at the time the combined
management report was prepared. As in previous years, we assume that we
will have a sound liquidity base in the forecast period due to positive cash flow
from operating activities, adequate credit lines (for details see note 24 to the
consolidated financial statements), and our flexible management and planning
systems.
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Combined management report
operations
Deutsche Börse:
Economic situation
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Developments in the operating
environment
Fundamental information about the Group
Strategy and steering parameters
>3.2
2,944.3
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
Risk report
Report on opportunities
Organisation of opportunities management
Organic growth opportunities
Cyclical opportunities
Technological opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
Non-financial declaration
4. Digital Securities Platform D7: D7 is our contribution to a European eco-
system for digital assets. With D7 we want to enable market participants the
settlement of their digital assets on an institutionalised platform. This will drive
digitisation and efficiency in post-trading and create a next-generation digital
securities platform. The aim is to digitise the entire value chain from issuance
to administration, repayment and archival. It will make it possible to create,
record, settle and manage digital securities and digital assets in centralised
and decentralised ledgers.
The use of distributed ledger technology (DLT) represents another technologi-
cal opportunity. It is sometimes considered a disruptive technology, and at
present, the financial services sector is increasingly exploring its opportunities.
Thanks to its decentralised nature, it facilitates direct interaction between par-
ticipants, thus offering the potential for simplifying complex processes. The
challenge in the financial industry is to make use of distributed ledger technol-
ogy while meeting high security standards and taking risk limitation and cost
efficiency aspects into account.
As an established provider of market infrastructure with an integrated value
chain, we are in a good position to exploit the potential of distributed ledger
technology. Our experience of applicable industry standards and legal and reg-
ulatory requirements is a decisive advantage here.
Artificial intelligence (AI)
Well-known use cases have increasingly brought artificial intelligence into the
public eye. As a provider of market infrastructure in the financial industry we
are particularly evaluating artificial intelligence from the perspective of effi-
ciency gains and scalability across the Group. Artificial intelligence is already
being used in initial applications - for our customers (OSCAR collateral man-
agement, settlement prediction tool) and for our employees (chatbots). We al-
ways keep an eye on technological and regulatory developments, in order to
evaluate and implement the best new use cases for artificial intelligence. To do
so we make use of both internal and external know-how, in the context of stra-
tegic partnerships for instance.
Consolidated financial statements/notes
Remuneration report
Further information
Distributed ledger technology (DLT)
Deutsche Börse Group - Annual report 2023
Economic situation
Deutsche Börse:
Remuneration report
Further information
Technological opportunities
In addition to secular and cyclical growth opportunities, there are new technol-
ogies fundamentally driving change in the financial industry. They include
cloud services, artificial intelligence (AI) and distributed ledger technology
(DLT). These technologies can help to harmonise markets, open up new busi-
ness potential, boost efficiency and reduce risks. We continuously and system-
atically observe and evaluate new technological developments and trends in
terms of their impact and importance for our business model and our pro-
cesses. Together with external partners we deliberately build and extend our
expertise in selected technological areas.
We work continuously to migrate our services and processes to the cloud and
to optimise them. In addition to the flexible use of computing capacities, this
has other advantages for us. For instance, the introduction of new functionali-
ties and updating of existing software might be tested faster and better by cli-
ents in the cloud. This makes our processes significantly more agile, as new
releases can be introduced at more frequent intervals, allowing us to respond
better to clients' requirements.
We have been following a hybrid multi-cloud strategy with great success for
years. Via agreements with leading international cloud providers we have al-
ready positioned ourselves at the summit of cloud use in the European finan-
cial services sector. In addition, on 9 February 2023, we announced a new
strategic partnership with Google Cloud. It is intended to cover 10 years and
allows us to profit from the technical performance and robust security mecha-
nisms of a respected cloud provider.
As part of our partnership with Google Cloud we are concentrating on four ar-
eas:
Fundamental information about the Group
Strategy and steering parameters
1. Increase cloud use: we are planning to move up to 70 per cent of the pro-
cesses within our Group to the cloud. The migration is planned for completion
by late 2026 and will comprise both cloud-to-cloud migrations and on-prem-
ise-to-cloud migrations. We are also working with other cloud providers in ad-
dition to Google.
3. Digital Assets Business Platform: We are planning to build an ecosystem
for digital assets that is operated on the basis of an institutional value chain,
using native digital infrastructure components in the cloud. The platform would
conform to recognised standards in the finance industry and service a variety
of asset classes and use cases on and off the blockchain.
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2. Data mesh: We are developing a data mesh that enables the shared use of
data across different data storage devices and companies within the Group.
Building on this, the aim is to create a market place where we can make data
and analytics products and services available to external customers.
87
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Remuneration report
Further information
The forecast describes Deutsche Börse Group's expected performance for the
2024 financial year. 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 corporate report. In turn, these are subject to known
and unknown opportunities, risks and uncertainties. Numerous factors, many
of which are outside the company's control, influence the Group's success, its
business strategy and its financial results. Should opportunities, risks or uncer-
tainties materialise, or should one of the assumptions made turn out to be in-
correct, the Group's actual performance could deviate either positively or nega-
tively from the expectations and assumptions contained in the forward-looking
statements and information contained in this forecast.
Developments in the operating environment
Macroeconomic environment
Global economic growth slowed again over the course of 2023, as a result of
much more restrictive monetary policies by central banks. The escalation of
the conflict between Israel and Palestine in the Middle East in the second half-
year also caused uncertainty among market participants. We expect the eco-
nomic situation to remain tense in 2024 due to high interest rates. Interest
rate cuts by central banks following further falls in inflation could have a posi-
tive impact on the economic environment, on the one hand. On the other, a
sharper decline in economic growth than expected or a recession could lead to
uncertainty among market participants.
Consolidated financial statements/notes
Future development of results of operations
Forecast for results of operations 2024
Basis 2023
Forecast 2024
€m
€bn
5,076.6
>5.6
For the year 2024 we are expect revenue to increase again to more than
€5.6 billion. In addition to organic growth on the basis of our secular growth
opportunities, the consolidation of SimCorp will make a significant contribu-
tion. We are also currently anticipating slight secular headwinds if central
banks should reduce their base rates. If market volatility goes up or interest
rates stay at least at their current level, this would have a positive effect. In
terms of operating costs we are planning an increase for investment in our or-
ganic growth opportunities, and the additional contribution from SimCorp. On
this basis we anticipate earnings before interest, taxes, depreciation and amor-
tisation (EBITDA) of more than €3.2 billion in 2024.
(disclosures based on HGB)
Takeover-related disclosures
Overall assessment by the Executive Board
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
Future development of the Group's financial
position
Executive and Supervisory Board
Combined management report
Deutsche Börse:
Fundamental information about the Group
Strategy and steering parameters
Economic situation
Report on expected developments
With our diversified business model and our new Horizon 2026 strategy we are in an excellent starting position
to achieve further sustainable and profitable growth. In the long term we intend to continue consistently on our
growth path, in order to make Deutsche Börse Group the preferred global market infrastructure provider.
Non-financial declaration
Risk report
Report on opportunities
Report on expected developments
Developments in the operating
environment
Future development of results of
operations
Development of non-financial performance
indicators
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Cloud