OECD Capital Market Review of Spain 2024

Annex A. Methodology for data collection and classification

A. Company financial and ownership information

The information presented in Chapter 2 is primarily based on the OECD ORBIS Corporate Finance database. It includes financial statement and ownership information for non-financial companies between 2004 and 2022.

Company categories

Chapter 2 shows the following four non-financial firm categories: Listed companies (Category 1), Large unlisted companies (Category 2), Small and mid-sized companies part of a group (Category 3), and Independent small and mid-sized companies (Category 4). Company categories are assigned based on ownership, industry, legal and financial information. The procedure starts by identifying all listed and unlisted companies with assets over USD 100 million in the entire ORBIS universe. Listed non-financial companies are classified as Category 1 and large unlisted non-financial companies as Category 2. For these groups, priority is given to consolidated financial statements when available.

The subsequent steps use ownership-country-year tables to identify companies in Category 3 and Category 4. ORBIS provides many records of owners at different points in time from different sources. Two criteria are used to clean the ownership information and to obtain a single record for each owner-firm-year observation: the largest owner is kept and the latest information is prioritised. The largest owner can be either the global ultimate owner at 50%, the global ultimate owner at 25%, or the largest direct owner with over 25% holdings. Once the sample has a unique owner-firm-year record, owners are classified as either corporations or natural persons.

Using the ownership records generated in the previous step, the subsidiaries of listed and large unlisted companies are then identified. Three types of companies are identified: 1) domestic subsidiaries with a local parent, 2) domestic subsidiaries with a foreign parent, and 3) companies controlled by a natural person. Some companies that are classified as subsidiaries in this step were already identified as large unlisted companies. In these cases, since the subsidiary was already consolidated, the second observation is dropped to avoid duplications. Domestic subsidiaries with a local parent in Category 1 or 2, or with foreign parents Category 1 or 2 are classified as Category 3. This category includes non-financial domestic subsidiaries of financial domestic parent and foreign parent; this does not imply double counting even if the parent accounts are consolidated, since financial and foreign-domiciled companies are not included in country-specific analyses. Companies where the largest owner is a natural person (over 25% ownership) are classified as Category 4.

Economy-wide calculations do not consider companies that are already consolidated in the accounts of domestic non-financial parent companies. Thus, economy-wide calculations include companies from Category 1, Category 2, Category 4, companies without ownership information, and companies from Category 3 that had a foreign parent or a financial domestic parent.

Financial information cleaning

The company category classification described in the previous section also incorporates different types of financial reporting (consolidated and unconsolidated reports). Large companies in the universe commonly report consolidated financial statements as well as unconsolidated financial statements. For the listed and large unlisted non-financial company categories, consolidated accounts are prioritised when available. For the remaining categories, unconsolidated financial statements are used. The raw financial dataset contains several firm-year observations when a company has multiple consolidation codes, or it reports for different purposes. To construct a panel with a unique firm year observation, the following steps are applied:

1. Financial companies are excluded.

2. The fiscal year is recorded as the previous calendar year of the closing date whenever the closing date of the financial statement is before 30 June.

3. Financial statements covering a 12-month period are prioritised.

4. When there are multiple observations within the same year, accounts with closing dates closer to year-end are preferred to accounts with older closing dates.

5. Published annual reports are preferred to local registry filings. Local registry filings are preferred to unknown filing types.

6. Accounts using IFRS are preferred to those using GAAP, accounts using GAAP are preferred to those using unknown accounting practices.

7. For companies with multiple consolidation codes, the following criteria apply: for companies that release consolidated financial statements, C1 is preferred when both C1 and C2 exist; for companies that release unconsolidated statements observations from annual reports are preferred over others.

8. Financial information is adjusted by annual EUR Consumer Price Index changes and is reported in constant 2022 EUR millions.

9. Companies with at least one observation showing negative assets or negative fixed assets are dropped from the sample.

10. Companies with 10 or fewer employees are dropped from the sample. When employee numbers are not available, companies with total assets below EUR 35 000 are dropped from the sample.

11. Financial statement information is winsorised at 1% for both tails within each company category.

12. In the case that there are single year gaps in the financial data, these are populated by interpolation using the average value of the preceding and the succeeding year for major items. Sub-items are then calculated using accounting identities. Such interpolation is reserved for single year gaps.

13. The OECD ORBIS Corporate Finance uses the 1 digit SIC industry classification.

Table A A.1. ORBIS industry classification

Standard Industrial Classification (SIC)
Agriculture, Forestry and Fishing	Retail Trade
Construction	Services
Manufacturing	Transportation, Communications, Electric Gas and Sanitary Services
Mining	Wholesale Trade

B. Survey methodology

Description on survey sample construction and coverage

For the purpose of this report, the OECD, in collaboration with the CNMV and with the support of the BME stock exchange, the Spanish Chamber of Commerce and the Círculo de empresarios, conducted a survey of Spanish companies. The survey aimed at mapping key characteristics, companies’ understanding of market-based financing and perceptions of barriers to access capital markets. Respondent companies were drawn from a universe of firms available in multiple commercial databases (ORBIS, FactSet and LSEG). The survey targeted both listed and privately held companies. The criteria to select privately held companies were the following:

• Unlisted companies were required to have a minimum of USD 50 million in assets.

• Delisted companies were included if the delisting from the Spanish stock exchange had occurred in or after the year 2000.

Companies’ contact information (names, address and email addresses) was collected from ORBIS, FactSet, LSEG and Bloomberg. Publicly available information was used to complement, verify and correct the information obtained from the commercial databases. The contact persons within the company invited to respond the survey were either the CEO, CFO, Chair of the Board, Board members or other key executives.

Survey methodology

The online survey (chapter 3), launched by the OECD on October 23^rd 2023, was initially sent to 1 377 companies (244 listed, 1003 unlisted and 130 delisted). As new contact information was collected, the questionnaire was sent to an additional 612 unlisted companies, bringing the total to 1 989.

In parallel, the BME distributed the survey link to its database of listed companies as well as to 70 companies identified as being potential listers in growth markets. The Cámara de Comercio and Círculo de Empresarios also shared the survey link with companies affiliated with their associations.

In order to increase the response rate, physical copies of the questionnaire were also sent to 1 061 companies from the OECD list. These companies were given two options for responding to the questionnaire: using the online tool or sending their answers physically to the OECD. By the end of January 2024, 257 Spanish companies had participated in the survey.

C. Public equity data

The information on initial public offering (IPOs) and secondary public offerings (SPOs) presented in Chapter 4 is based on transaction and/or firm-level data gathered from several financial databases (LSEG, FactSet and Bloomberg). Considerable resources have been committed to ensuring the consistency and quality of the dataset. Different data sources are checked against each other and, whenever necessary, the information is also controlled against original sources, including regulatory, stock exchange and company websites as well as financial statements.

Country coverage and classification

The dataset includes information about all initial public offerings (IPOs) and secondary public offerings (SPOs or follow-on offerings) by financial and non-financial companies in six European economies (France, Germany, Italy, the Netherlands, Spain and Sweden) for the period from January 1990 to December 2023.

All public equity listings following an IPO, including first-time listings on an exchange other than the primary exchange, are classified as SPOs. If a company is listed in more than one exchange within 180 days, those transactions are consolidated under one IPO. Unless otherwise indicated, the country breakdown is carried out based on the issuer’s country of domicile.

Currency conversion and inflation adjustment

The IPO and SPO data, and related financial statement data, such as total assets before the offering, are collected on a deal basis via commercial databases in current USD values. The information is aggregated annually and, in some tables, presented at the year-industry level. Issuance amounts initially collected in USD were converted to EUR using the average USD/EUR exchange rate for each year and then adjusted by the EUR Consumer Price Index (CPI).

Table A A.2. Public offerings industry classification

TRBC Economic Sector
Basic Materials	Industrials
Cyclical Consumer Goods & Services	Non-Cyclical Consumer Goods & Services
Energy	Non-Profit/Private Organizations/Services
Financials	Technology
Governmental Services	Telecommunications Services
Healthcare	Utilities

Exclusion criteria

With the aim of excluding IPOs and SPOs by trusts, funds and special purpose acquisition companies (SPACs) the following industry categories are excluded:

• Financial companies that conduct trust, fiduciary and custody activities

• Asset management companies such as health and welfare funds, pension funds and their third-party administration, as well as other financial vehicles

• Companies that are open-end investment funds

• Companies that are other financial vehicles

• Companies that are grant-making foundations

• Asset management companies that deal with trusts, estates and agency accounts

• Special Purpose Acquisition Companies (SPACs)

• Closed-end funds

• Listings on an over the counter (OTC) market

• Security types classified as “units” and “trust”

• Real Estate Investment Trusts (REITs)

• Transactions with missing or zero proceeds

D. Ownership data

The main source of information is the FactSet Ownership database. Data are collected as of end of 2023 in current USD; no currency or inflation adjustment is therefore applied. The data is complemented and verified using LSEG and Bloomberg. Market information for each company is collected from LSEG. For each of the following six economies (France, Germany, Italy, Netherlands, Spain and Sweden), the information presented in Chapter 4 corresponds to all listed companies in those markets. Next, the information for all owners reported as of the end of 2023 is collected for each company. Some companies can have up to 5 000 records in their list of owners. Each record contains the name of the institution, the percentage of outstanding shares owned, the investor type classification, the origin country of the investor, the ultimate parent’s name, among other items. Each owner record is classified into the following investor categories: Private corporations, Public sector, Strategic individuals, Institutional investors, and Other free float. When the ultimate parent was recognised as a Government, the investor record is, by default, classified as Public sector. For example, sovereign wealth funds and public pension funds that are regulated under public sector law are classified as government owners.

E. Corporate bond data

Figures on corporate bonds shown in Chapter 5 are based on OECD calculations using deal-level data from LSEG on corporate bonds underwritten by an investment bank. The database provides a detailed set of information for each issue, including the identity, nationality and sector of the issuer; the type, interest rate structure, maturity date and rating category of the bond, the amount of and use of proceeds. For Spanish corporate bond data, information from Bolsas y Mercados Españoles (BME) is also added to complement the original dataset.

Convertible bonds, deals that were registered but not consummated, preferred shares, sukuk bonds, bonds with an original maturity of less than or equal to 1 year or an issue size of less than USD 1 million are excluded from the dataset. Industry-level analyses are based on LSEG’s Business Classification (TRBC). For the purpose of this report, yearly issuance amounts initially collected in USD were converted to EUR using the average USD/EUR exchange rate for each year and then adjusted by the EUR Consumer Price Index (CPI).

Given that a significant portion of bonds are issued internationally, it is not possible to assign a certain country of issue. For this reason, the country breakdown is carried out based on the country of domicile of the issuer.

F. Sustainable financial instruments data

Data on sustainable corporate bonds (green, social, sustainability and sustainability-linked bonds) shown in Chapter 5 is primarily based on information from LSEG and Bloomberg. This dataset contains deal-level information on more than 10 000 bonds issued by both financial and non-financial companies from 73 countries between 2013 to 2023. The dataset contains a detailed set of information for each sustainable bond issue, including the identity, nationality and industry of the issuer; the type, interest rate structure, maturity date and rating category of the bond, the amount and use of proceeds obtained from the issue. For the purpose of this report the issuance amounts initially collected in USD were converted to EUR using the average USD/EUR exchange rate for each year and then adjusted by the EUR Consumer Price Index (CPI). The different data sources are checked against each other to ensure consistency. Bonds are classified into four different categories: green bonds, social bonds, sustainability bonds and sustainability-linked bonds. Sustainable bonds issued by agencies, governments, treasuries, central banks, universities or other supra-national entities are excluded from this analysis.

Data on green loans from LSEG for the period 2016-2023 is also used to complement the analysis.

G. Investment fund data

Investment fund analyses are based on OECD calculations using fund-level data obtained from Morningstar Direct. The dataset is split into nine broad categories (Morningstar Global Broad Category Group) based on the primary asset class orientation of the fund: Allocation, Alternative, Commodities, Convertibles, Equity, Fixed Income, Miscellaneous, Money Market and Property.

Time series data are observed monthly. However, not every fund has data available in every month. Therefore, an average annual number (based on available month-end observations), is calculated for each fund. To calculate fund exposure in absolute terms, total fund size is multiplied by this average exposure. Only observations for which fund size is disclosed in 2023 or later are included in the analysis. Time series analyses include all funds that were alive in a given year, even if they have since been liquidated.

H. Private equity data

The main source of information for the private equity data presented in Chapter 6 is Invest Europe / EDC. The information provided by Invest Europe comprises firms managing investment vehicles or pools of capital (funds) and primarily investing equity capital in enterprises not quoted on a stock market. Firms are included in the analysis as long as at least one of the funds they manage qualifies to the inclusion conditions; however, only the activity of the qualifying funds is taken into consideration.

The countries included when referring to Europe statistics are: Austria, Baltic countries (Estonia, Latvia, Lithuania), Belgium, Bulgaria, Czechia, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Luxembourg, the Netherlands, Norway, Other CEE (Bosnia and Herzegovina, Croatia, Moldova, Montenegro, North Macedonia, Serbia, Slovenia, the Slovak Republic), Poland, Portugal, Romania, Spain, Sweden, Switzerland, Ukraine, the United Kingdom.

The fundraising activities are classified according to the country that corresponds to the location of the advisory team of the fund. For the CEE region, fundraising activity is the sum of funds managed from the CEE region plus funds that have declared CEE as their target region. The amount reported under investments includes equity, quasi equity, mezzanine, unsecured debt and secured debt. Secured debts amounts within all investments packages are removed, unless the debt originates from private equity funds. Investment activities are recorded according to the location of the portfolio company. Divestment amounts are recorded at cost (i.e. the total amount divested is equal to the total amount invested previously). Private equity statistics are collected in current Euros. Amounts are then adjusted by using Euro CPI to express them in constant 2023 EUR.

The categories of private equity entities that are excluded from the Invest Europe Universe are: Fund of Funds, Hedge Funds, Real Estate, Project Financing/ Infrastructure, Secondary Funds, Distressed Debt, Venture Credit, Participative Loans, Incubators, Accelerators, Business Angels and Holding companies.