GfK Group: Annual Report 2008 No future without a past GfK. Growth from Knowledge
GfK
Gro
up
: A
nn
ual
Rep
ort
20
08
II
Contents
146 5-yearoverview
150 Glossaries
156ListofGfKcompanyabbreviations
V Financialcalendar
VI Index
VII Acknowledgementsandcontacts
Additional information
99 Consolidatedfinancialstatements
104 Notestotheconsolidatedfinancialstatements
143 Auditors‘report
Financial statements of the GfK Group
30 1934–ThefoundingofGfK
34 1957–Startofhouseholdpanel
38 1970–Launchofretailpanel
42 1984–tvresearchtakesoff
46 1999–Stockmarketlaunch
50 2005–MergerwithnopWorld
54 2008–Atimeofacquisitionandexpansion
GfK Special
III Ourcorporatevalues
IV MissionStatement GfKGroup2008infigures
1 Nofuturewithoutapast
2 2008ataglance
4 ReportbytheSupervisoryBoard
7 TheSupervisoryBoard
8 Lettertoshareholders
12 TheManagementBoard
14 CorporateGovernance
21 GfKshares
GfK Group
Management report of the GfK Group
59 Managementreport
86 Theregions
GfK Group: Annual Report 2008
No future without a past
GfK. Growth from Knowledge
VII
Acknowledgements
ThepresentAnnualReportisavailableinGermanandEnglish.Bothversionsandsupplementarypressinformationareavailablefordownloadonlinefromwww.gfk.com
Annualreports,interimreportsandpressinformationareavailablefrom
Corporate Communications
[email protected]@gfk.com
Contacts
BernhardWolfGlobalHeadofCorporateCommunicationsTel.+49911395–2012Fax+49911395–[email protected]
MarionEisenblätterPublicRelationsTel.+49911395–2645Fax+49911395–[email protected]
Publisher
GfKseNordwestring10190419Nuremberghttp://www.gfk.com
Design
A&Z,Zurich
ScheufeleHesseEiglerKommunikations-agenturGmbH,Frankfurt/Main
Photography
MichelComte:cover,pages8,12,35,37,39,41,43,45,47,49,71,53,54,56
GettyImages:pages86-97
BundesbildstellederBundesregierungDeutschland:page31
BundesbildstellederBundesregierungDeutschland/GerhardHeisler:page33
Michel Comte
Bornin1953inZurich,MichelComteorigi-nallytrainedasanartrestorer.Aself-taughtphotographer,hewonhisfirstinternationalassignmentsin1978,andmadehishomeinParisfrom1979onwards.In1981,hetraveledtoNewYork,whereheworkedforAmericanVogue.HelatermovedtoLosAngeles.
Duringhis30yearsofexperience,MichelComtehasphotographedcountlessstarsfromtheworldsofthearts,entertainmentandsport.Inrecentyears,hehasworkedincreasinglywithreportagephotography,inadditiontoportraitandfashionphotography.Forexample,hehastraveledasaphotographerwiththeInternationalRedCrosstowarzonesandareasofconflictinIraq,AfghanistanandBosnia.Today,MichelComteisoneofthemostimportantphotographersofourtime,withanimpressivestylethatmanagestobebothuncompromisingandsensitive.
GfK
Gro
up
: A
nn
ual
Rep
ort
20
08
II
Contents
146 5-yearoverview
150 Glossaries
156ListofGfKcompanyabbreviations
V Financialcalendar
VI Index
VII Acknowledgementsandcontacts
Additional information
99 Consolidatedfinancialstatements
104 Notestotheconsolidatedfinancialstatements
143 Auditors‘report
Financial statements of the GfK Group
30 1934–ThefoundingofGfK
34 1957–Startofhouseholdpanel
38 1970–Launchofretailpanel
42 1984–tvresearchtakesoff
46 1999–Stockmarketlaunch
50 2005–MergerwithnopWorld
54 2008–Atimeofacquisitionandexpansion
GfK Special
III Ourcorporatevalues
IV MissionStatement GfKGroup2008infigures
1 Nofuturewithoutapast
2 2008ataglance
4 ReportbytheSupervisoryBoard
7 TheSupervisoryBoard
8 Lettertoshareholders
12 TheManagementBoard
14 CorporateGovernance
21 GfKshares
GfK Group
Management report of the GfK Group
59 Managementreport
86 Theregions
GfK Group: Annual Report 2008
No future without a past
GfK. Growth from Knowledge
VII
Acknowledgements
ThepresentAnnualReportisavailableinGermanandEnglish.Bothversionsandsupplementarypressinformationareavailablefordownloadonlinefromwww.gfk.com
Annualreports,interimreportsandpressinformationareavailablefrom
Corporate Communications
[email protected]@gfk.com
Contacts
BernhardWolfGlobalHeadofCorporateCommunicationsTel.+49911395–2012Fax+49911395–[email protected]
MarionEisenblätterPublicRelationsTel.+49911395–2645Fax+49911395–[email protected]
Publisher
GfKseNordwestring10190419Nuremberghttp://www.gfk.com
Design
A&Z,Zurich
ScheufeleHesseEiglerKommunikations-agenturGmbH,Frankfurt/Main
Photography
MichelComte:cover,pages8,12,35,37,39,41,43,45,47,49,71,53,54,56
GettyImages:pages86-97
BundesbildstellederBundesregierungDeutschland:page31
BundesbildstellederBundesregierungDeutschland/GerhardHeisler:page33
Michel Comte
Bornin1953inZurich,MichelComteorigi-nallytrainedasanartrestorer.Aself-taughtphotographer,hewonhisfirstinternationalassignmentsin1978,andmadehishomeinParisfrom1979onwards.In1981,hetraveledtoNewYork,whereheworkedforAmericanVogue.HelatermovedtoLosAngeles.
Duringhis30yearsofexperience,MichelComtehasphotographedcountlessstarsfromtheworldsofthearts,entertainmentandsport.Inrecentyears,hehasworkedincreasinglywithreportagephotography,inadditiontoportraitandfashionphotography.Forexample,hehastraveledasaphotographerwiththeInternationalRedCrosstowarzonesandareasofconflictinIraq,AfghanistanandBosnia.Today,MichelComteisoneofthemostimportantphotographersofourtime,withanimpressivestylethatmanagestobebothuncompromisingandsensitive.
Change
20071) 2008 in%
Sales ineurm 1,162.1 1,220.4 +5.0
ebitda ineurm 188.4 192.0 +1.9
Adjustedoperatingincome2) ineurm 157.6 158.7 +0.7
Margin3) in% 13.6 13.0 –
Operatingincome ineurm 125.6 128.9 +2.6
Incomefromongoingbusinessactivity ineurm 104.2 113.0 +8.4
Consolidatedtotalincome ineurm 78.9 82.0 +4.0
Taxratio in% 24.3 27.4 –
Cashflowfromoperatingactivity ineurm 168.1 145.8 –13.3
Earningspershare eur 1.98 2.04 +3.0
Dividendpershare eur 0.45 0.46 +2.2
Totaldividend ineurm 16.1 16.5 +2.5
Numberofemployeesatyear-end full-time 9,070 9,692 +6.9
1)Allfiguresintheprofitandlossstatementareadjustedforeffectsonincomeresultingfromthesettlementwithubm.Fordetails,seechapter2.1inthemanagementreport.
2)Adjustedoperating income isderived fromtheoperating income.The followingexpensesand incomehavebeenexcluded:expensesandincomeinconnectionwithreorganizationandbusinesscombinations,write-upsandwrite-downsofadditionalassetsidentifiedonacquisitions,personnelexpensesforshare-basedpaymentsandlong-termincentivesandremainingotheroperatingincomeandexpenses,inparticular,currencyeffectsresultingfromthereportingdatevaluation.
3)Adjustedoperatingincomeinrelationtosalesin%.
VIV
64,104ff. Accountingandvaluationmethods
54 Acquisitions
Adjustedoperatingincome seeIncome
112,118 Affiliatedcompanies
9,54,69f.,96,149 AsiaandthePacific
109 Assets 108 –intangible
101 Balancesheet –Notestotheaccounts 147 –Totalassets
10,84 biss
124,147 Borrowings
Cashflow 102,147 –fromfinancingactivity IV,65,102,147 –fromongoingbusinessactivity 102,147 –frominvestmentactivity
102,110 Cashflowstatement
9,54,69f.,90,149 CentralandEasternEurope
Consolidated 99ff. –financialstatements IV,63f.100,146 –income
111 Consolidation
54 ConsumerTracking
75f.,84 CorporateCommunications andMarketing
4,14ff., CorporateGovernance
107,117 Corporatevalue/goodwill
9,50ff.,54,67f.,72, CustomResearch 78,83,149
102,110 Deferredtaxes
IV,25,148 Dividend
148 Dividendyield
63ff.,106,146 ebit
IV,63ff.,146 ebitda
IV,74,133,149 Employees
Employees seeHumanResources
75 Environmentalissues
110,120,147 Equity 65 –ratio
108,128 Financialinstruments
110 Financialliabilities
15ff.,81,84,107 5StarIncentive
65,148 Gearing
60,69f.,86,149 Germany
54 HealthCare
73ff. HumanResources
IV,62ff. Income 63,146 –fromongoingbusinessactivity 63,107 –pershare seeShares –operating seeOperatingincome
63,85,146 Incomefromparticipations
IV,25,67,115 Income 25 –Keyindicators 21f.,48 –Sharepriceperformance
100 Incomestatement
106 Incometax
84,147 Investments
9,54,61,69f.,94, LatinAmerica 149
118 Leasing
12f.,85,136 ManagementBoard
IV,67,85,146 Margin
9,42,54,67f.,73, Media 79,84,149
5,23 Mergerofequals
65,147 Netindebtedness
69f.,92,149 NorthAmerica
IV,62,113,146 Operatingincome
Operatingincome seeIncome
76ff. Opportunitiesandrisks 78,83,149
75 Organizationandadministration
Profitfortheyear seeConsolidatedincome
148 Profittosalesratio
130 Proformastatements(ifrs 3)
110,122f. Provisions
75 Purchasing
60 Recession
72f.,83 ResearchandDevelopment
2,9,38f.,54,67f., RetailandTechnology
73,79,84,147
148 Returnonassetsemployed
IV,63,67,105,146Sales
128f. Segmentreporting
126 Sensitivityanalysis
26 Shareholderstructure
138ff. Shareholdings
9,16,21f.,100 Shares
25,130 SocietasEuropaea
4ff.,14,134f. SupervisoryBoard
108 Tangibleassets
Taxes seeIncometax
IV,63,146 TaxRatio
42f. tvresearch
69f.,88,149 WesternEurope,theMiddleEast andAfrica
Yield SeeMargin
IV
Index
III
GfK Group 2008 in figures
Mission Statement
GfK.GrowthfromKnowledge
Companiesneedtomakedecisions.Knowledgeisthebasisfordecision-making.Ourbusinessinformation
servicesprovidetheessentialknowledgethatindustry,retail,theservicesectorandthemedianeedin
ordertomaketheirdecisions.
Asaknowledgeprovider,weaimtobeatthetopinalltheglobalmarketsinwhichweoperate–inthe
interestsofourclients,ouremployees,ourcompany,ourshareholdersandthegeneralpublic.
Datesfor2009
March 31, 2009
Accountspressconference,Nuremberg
March 31, 2009
Analysts’conference,Frankfurt/Main
May 14, 2009
QuarterlyreportasofMarch311)
May 20, 2009
AnnualGeneralMeeting,Fürth
August 13, 2009
Interimhalf-yearreportasofJune301)
November 16, 2009
Interimnine-monthreportasofSeptember301)
Datesfor2010
February 25, 2010
Provisionalresultforfinancialyear20091)
March 31, 2010
Accountspressconference,Nuremberg
March 31, 2010
Analysts’conference,Frankfurt/Main
May 12, 2010
QuarterlyreportasofMarch311)
May 19, 2010
AnnualGeneralMeeting,Fürth
August 16, 2010
Interimhalf-yearreportasofJune301)
November 15, 2010
Interimnine-monthreportasofSeptember301)
1)Publicationisscheduledforbeforethestartofthetradingseason
Provisional key dates in the financial calendar
ClientdrivenClientdriven
Ourclients’needsdriveourbusiness.Wecontinuouslyseektobetterunderstandourclients’
needs,improveallaspectsofexistingresearchproducts,offerinnovativeproductsandtobe
anintegralpartofourclients’informationsystems.Accuracy,soundmethodology,excellent
clientservice,flexibility,timelydeliveryandcosteffectivenessallensurethatwemeetandeven
exceedourclients’expectations.Webuildlong-termpartnershipswithourclients,contributing
totheirsuccess.
OurpeopleOurpeople
Peopleareourmainasset.Developmentthroughtraining,sharingideasandsoundexperienceis
essentialtoourbusiness.Ourpeoplehavethefreedomtoexploreanddeveloptheirtalentsand
areempoweredtoachieveourcommongoals.Weencourageandrewardinitiative,dedicationand
hardwork.Fairness,goodcommunicationandworkingrelationshipsatalllevelsandlocationsare
keytooursuccess.
InnovationInnovation
Werecognizethatinvestingincontinuousinnovationinboththeprocessandtheendproductis
aprerequisitetomeetingclients’requirements.Ouraimistobeatthecuttingedgewithourkey
businessactivities.Clients’needs,evolvingmarkets,newtechnologyandtheexpertiseandideas
ofourpeoplethroughouttheworldarewhatdriveinnovation.
Globalexperience–localknowledgeGlobalexperience–localknowledge
Werespectandlearnfromlocalbusinesspracticesandculturesandprovideknowledgetailoredto
localneeds.Ourglobalnetworkcomprisesinternationalteams,toolsandproductstoprovidemulti-
nationalclientswithconsistentservices.AsproudmembersoftheGfKGroup,wesharelocaland
internationalexpertisetocontinuallyimproveallaspectsofourbusiness.
GrowthGrowth
Profitablegrowthresultsingreateropportunities.Asindividuals,teamsandbusinessunits,weare
awareoftheimpactofourdecisionsandactionsatalllevels.Weusefinancialandnon-financial
measurementstoreviewandimproveperformanceonanongoingbasis.Ourgrowthprovides
investorswithafairreturnonthefinancialresourcestheyhaveentrustedtous.
Our corporate values
Change
20071) 2008 in%
Sales ineurm 1,162.1 1,220.4 +5.0
ebitda ineurm 188.4 192.0 +1.9
Adjustedoperatingincome2) ineurm 157.6 158.7 +0.7
Margin3) in% 13.6 13.0 –
Operatingincome ineurm 125.6 128.9 +2.6
Incomefromongoingbusinessactivity ineurm 104.2 113.0 +8.4
Consolidatedtotalincome ineurm 78.9 82.0 +4.0
Taxratio in% 24.3 27.4 –
Cashflowfromoperatingactivity ineurm 168.1 145.8 –13.3
Earningspershare eur 1.98 2.04 +3.0
Dividendpershare eur 0.45 0.46 +2.2
Totaldividend ineurm 16.1 16.5 +2.5
Numberofemployeesatyear-end full-time 9,070 9,692 +6.9
1)Allfiguresintheprofitandlossstatementareadjustedforeffectsonincomeresultingfromthesettlementwithubm.Fordetails,seechapter2.1inthemanagementreport.
2)Adjustedoperating income isderived fromtheoperating income.The followingexpensesand incomehavebeenexcluded:expensesandincomeinconnectionwithreorganizationandbusinesscombinations,write-upsandwrite-downsofadditionalassetsidentifiedonacquisitions,personnelexpensesforshare-basedpaymentsandlong-termincentivesandremainingotheroperatingincomeandexpenses,inparticular,currencyeffectsresultingfromthereportingdatevaluation.
3)Adjustedoperatingincomeinrelationtosalesin%.
VIV
64,104ff. Accountingandvaluationmethods
54 Acquisitions
Adjustedoperatingincome seeIncome
112,118 Affiliatedcompanies
9,54,69f.,96,149 AsiaandthePacific
109 Assets 108 –intangible
101 Balancesheet –Notestotheaccounts 147 –Totalassets
10,84 biss
124,147 Borrowings
Cashflow 102,147 –fromfinancingactivity IV,65,102,147 –fromongoingbusinessactivity 102,147 –frominvestmentactivity
102,110 Cashflowstatement
9,54,69f.,90,149 CentralandEasternEurope
Consolidated 99ff. –financialstatements IV,63f.100,146 –income
111 Consolidation
54 ConsumerTracking
75f.,84 CorporateCommunications andMarketing
4,14ff., CorporateGovernance
107,117 Corporatevalue/goodwill
9,50ff.,54,67f.,72, CustomResearch 78,83,149
102,110 Deferredtaxes
IV,25,148 Dividend
148 Dividendyield
63ff.,106,146 ebit
IV,63ff.,146 ebitda
IV,74,133,149 Employees
Employees seeHumanResources
75 Environmentalissues
110,120,147 Equity 65 –ratio
108,128 Financialinstruments
110 Financialliabilities
15ff.,81,84,107 5StarIncentive
65,148 Gearing
60,69f.,86,149 Germany
54 HealthCare
73ff. HumanResources
IV,62ff. Income 63,146 –fromongoingbusinessactivity 63,107 –pershare seeShares –operating seeOperatingincome
63,85,146 Incomefromparticipations
IV,25,67,115 Income 25 –Keyindicators 21f.,48 –Sharepriceperformance
100 Incomestatement
106 Incometax
84,147 Investments
9,54,61,69f.,94, LatinAmerica 149
118 Leasing
12f.,85,136 ManagementBoard
IV,67,85,146 Margin
9,42,54,67f.,73, Media 79,84,149
5,23 Mergerofequals
65,147 Netindebtedness
69f.,92,149 NorthAmerica
IV,62,113,146 Operatingincome
Operatingincome seeIncome
76ff. Opportunitiesandrisks 78,83,149
75 Organizationandadministration
Profitfortheyear seeConsolidatedincome
148 Profittosalesratio
130 Proformastatements(ifrs 3)
110,122f. Provisions
75 Purchasing
60 Recession
72f.,83 ResearchandDevelopment
2,9,38f.,54,67f., RetailandTechnology
73,79,84,147
148 Returnonassetsemployed
IV,63,67,105,146Sales
128f. Segmentreporting
126 Sensitivityanalysis
26 Shareholderstructure
138ff. Shareholdings
9,16,21f.,100 Shares
25,130 SocietasEuropaea
4ff.,14,134f. SupervisoryBoard
108 Tangibleassets
Taxes seeIncometax
IV,63,146 TaxRatio
42f. tvresearch
69f.,88,149 WesternEurope,theMiddleEast andAfrica
Yield SeeMargin
IV
Index
III
GfK Group 2008 in figures
Mission Statement
GfK.GrowthfromKnowledge
Companiesneedtomakedecisions.Knowledgeisthebasisfordecision-making.Ourbusinessinformation
servicesprovidetheessentialknowledgethatindustry,retail,theservicesectorandthemedianeedin
ordertomaketheirdecisions.
Asaknowledgeprovider,weaimtobeatthetopinalltheglobalmarketsinwhichweoperate–inthe
interestsofourclients,ouremployees,ourcompany,ourshareholdersandthegeneralpublic.
Datesfor2009
March 31, 2009
Accountspressconference,Nuremberg
March 31, 2009
Analysts’conference,Frankfurt/Main
May 14, 2009
QuarterlyreportasofMarch311)
May 20, 2009
AnnualGeneralMeeting,Fürth
August 13, 2009
Interimhalf-yearreportasofJune301)
November 16, 2009
Interimnine-monthreportasofSeptember301)
Datesfor2010
February 25, 2010
Provisionalresultforfinancialyear20091)
March 31, 2010
Accountspressconference,Nuremberg
March 31, 2010
Analysts’conference,Frankfurt/Main
May 12, 2010
QuarterlyreportasofMarch311)
May 19, 2010
AnnualGeneralMeeting,Fürth
August 16, 2010
Interimhalf-yearreportasofJune301)
November 15, 2010
Interimnine-monthreportasofSeptember301)
1)Publicationisscheduledforbeforethestartofthetradingseason
Provisional key dates in the financial calendar
ClientdrivenClientdriven
Ourclients’needsdriveourbusiness.Wecontinuouslyseektobetterunderstandourclients’
needs,improveallaspectsofexistingresearchproducts,offerinnovativeproductsandtobe
anintegralpartofourclients’informationsystems.Accuracy,soundmethodology,excellent
clientservice,flexibility,timelydeliveryandcosteffectivenessallensurethatwemeetandeven
exceedourclients’expectations.Webuildlong-termpartnershipswithourclients,contributing
totheirsuccess.
OurpeopleOurpeople
Peopleareourmainasset.Developmentthroughtraining,sharingideasandsoundexperienceis
essentialtoourbusiness.Ourpeoplehavethefreedomtoexploreanddeveloptheirtalentsand
areempoweredtoachieveourcommongoals.Weencourageandrewardinitiative,dedicationand
hardwork.Fairness,goodcommunicationandworkingrelationshipsatalllevelsandlocationsare
keytooursuccess.
InnovationInnovation
Werecognizethatinvestingincontinuousinnovationinboththeprocessandtheendproductis
aprerequisitetomeetingclients’requirements.Ouraimistobeatthecuttingedgewithourkey
businessactivities.Clients’needs,evolvingmarkets,newtechnologyandtheexpertiseandideas
ofourpeoplethroughouttheworldarewhatdriveinnovation.
Globalexperience–localknowledgeGlobalexperience–localknowledge
Werespectandlearnfromlocalbusinesspracticesandculturesandprovideknowledgetailoredto
localneeds.Ourglobalnetworkcomprisesinternationalteams,toolsandproductstoprovidemulti-
nationalclientswithconsistentservices.AsproudmembersoftheGfKGroup,wesharelocaland
internationalexpertisetocontinuallyimproveallaspectsofourbusiness.
GrowthGrowth
Profitablegrowthresultsingreateropportunities.Asindividuals,teamsandbusinessunits,weare
awareoftheimpactofourdecisionsandactionsatalllevels.Weusefinancialandnon-financial
measurementstoreviewandimproveperformanceonanongoingbasis.Ourgrowthprovides
investorswithafairreturnonthefinancialresourcestheyhaveentrustedtous.
Our corporate values
GfK_�
GfK
GR
OU
P
GfK is 75 this year. A perfect example of tradition and innovation
in harmony. The image section of this Annual Report has taken
us on a journey through time on the tracks of innovative creativity,
extraordinary events and exceptional people. Separate chapters
are devoted to seven of the most critical years for GfK. Each of the
contributions ref lects a special year in the history of the GfK Group
and we hear from colleagues who witnessed the events at f irst
hand. The eye witness portraits were taken by Swiss photographer,
Michel Comte.
No future without a past Odo Marquard
01 / �January
The�GfK�Group�concentrates�its�organizational�
structure�from�five�business�divisions�into�
three�sectors:�Custom�Research,�Retail�and�
Technology�and�Media.
Dr.�Gérard�Hermet,�the�Management�Board�
member�responsible�for�the�Retail�and�
Technology�sector,�is�appointed�to�the�
Management�Board�of�GfK�ag�for�a�further�
five�years,�until�the�end�of�2013.�
The�takeover�of�Sydney-based�Blue�Moon�
Group�strengthens�the�GfK�network�in�the�
Asia�and�the�Pacific�region.�GfK�Blue�Moon�
is�Australia’s�leading�Custom�Research�
company.�
02 / February
The�Management�and�Supervisory�Boards��
of�GfK�ag�resolve�that�GfK�will�change�from��
an�Aktiengesellschaft�(German�joint�stock�
company)�to�a�Societas�Europaea�(se).
GfK�Marketing�Services�Australia�establishes�
the�first�GfK�subsidiary�in�New�Zealand.
03 / March
GfK�Türkiye�acquires�Turkish�market�research�
organization�Bilesim�International,�and�is�
consequently�ranked�second�on�the�Turkish�
market.
The�GfK�Group�is�a�silver�sponsor�at�the�
Advertising�Research�Foundation�(arf)��
conference�in�New�York,�and�wins�three�Great�
Mind�Awards�for�a�particularly�innovative�
market�research�concept�and�outstanding�
dedication�to�arf.�All�three�awards�go�to��
GfK�Custom�Research�North�America.����
04 / April
Europanel,�the�consumer�panel�partnership�
between�the�GfK�Group�and�uk�market�
research�company,�Taylor�Nelson�Sofres�(tns),�
cooperates�with�Information�Resources�(iri)�
in�the�usa�to�create�the�most�comprehensive�
household�panel�network�in�the�world.��
GfK�expands�its�Retail�and�Technology��
network�in�Latin�America�with�the�takeover��
of�Brazilian�organization,�Shopping�Brasil.�
The�GfK�Group�welcomes�its�10,000th�
employee.
05 / May
GfK�ag�shareholders�approve�the�resolution�
proposed�by�the�Management�and�Super-
visory�Boards�that�GfK�will�change�from�an�
ag�to�an�se.�
Dr.�Silvestre�Bertolini,�Managing�Director��
of�GfK�Marketing�Services�Italia�and�member�
of�the�Global�Retail�and�Technology�Board,�
is�elected�President�of�the�Italian�market�
research�association,�Assirm.
06 / June
The�Management�and�Supervisory�Boards�of�
the�GfK�Group�and�the�Board�of�Directors�of�
tns�agree�on�a�merger�of�equals.�
German�professional�research�association,�
Berufsverband�Deutscher�Markt-�und�Sozial-
forscher�e.V.�(bvm),�awards�GfK-Nürnberg�e.V.�
with�the�2008�Innovation�Prize�for�its�
development�of�the�hilca�(Hierarchical�
Individual�Limit�Conjoint�Analysis)�tool.
Debra�A.�Pruent,�member�of�the�GfK�ag�
Management�Board�and�coo�of�GfK�Custom�
Research�North�America,�is�appointed�to��
the�Management�Board�of�the�arf.
2008 at a glance
01 02 03 04 05 06
�_GfK
GfK
GR
OU
P
�008
�at�
a�g
lan
ce
2008 at a glance
07 / July
The�GfK�Group�and�tns�reach�mutual�
agreement�to�abandon�the�planned�merger��
of�the�two�companies.�GfK�subsequently�
pursues�its�intention�to�acquire�tns.
The�establishment�of�GfK�Albania�in�Tirana�
consolidates�the�leading�role�of�the�GfK�Group�
in�Central�and�Eastern�Europe.
According�to�American�trade�magazine,�
Inside�Research,�GfK�is�the�market�research�
company�displaying�the�strongest�growth��
in�the�usa.
08 / August
The�GfK�Group�decides�not�to�pursue�the�
takeover�bid�for�tns�further.�
us�organization,�the�Arbor�Strategy�Group,�
joins�the�GfK�Group�under�its�new�name,��
GfK�Strategic�Innovation.
09 / September
The�GfK-Anholt�Roper�Nation�Brands��
Index�(nbi),�which�measures�the�image�of��
50�countries,�is�published�for�the�first�time��
by�GfK�Custom�Research�North�America��
in�the�usa.
GfK�nop�Custom�Research,�based�in�the�uk,�
receives�the�esomar�Excellence�Award�at�the�
esomar�annual�congress�in�Canada.
Dr.�Arno�Mahlert�is�elected�as�the�new�Super-
visory�Board�Chairman�of�GfK�ag.
10 / October
For�the�first�time�ever,�GfK�Custom�Research�
North�America�conducts�opinion�polls�for�the�
American�news�agency�Associated�Press�(ap)�
in�the�usa.
GfK�Indicator�opens�a�retail�test�laboratory�in�
Brazil,�in�which�different�shopping�situations�
can�be�simulated.�
11 / November
The�GfK�Group�acts�as�the�main�sponsor��
of�the�German�market�research�trade�fair,�
Research�&�Results,�held�in�Munich.�
The�GfK�Group�acquires�74%�of�Egyptian�
market�research�organization,�Market�Insight.�
The�company,�which�now�trades�under�the�
name�GfK�Egypt,�is�one�of�the�leading�research�
organizations�in�the�Middle�East�and�North�
Africa.�
12 / December
Through�its�subsidiary�Encodex,�the��
GfK�Group�acquires�the�majority�stake�in��
us�company,�Etilize,�and�consequently�
strengthens�its�presence�in�the�Retail�and�
Technology�sector.�
The�traditional�Christmas�campaign�
organized�by�the�GfK�Group�–�selling�
traditional�Nuremberger�spicy�gingerbread�
Lebkuchen�in�tins�with�designs�by�children�
from�the�local�children’s�home�–�raises�eur
34,000.�The�money�is�donated�to�the�home�
for�children�and�young�people�in�
Reutersbrunnenstraße,�as�well�as�to�other�
welfare�institutions�in�Nuremberg,�Germany.���
07 08 09 10 11 12
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Report by the Supervisory Board
In 2008, the Supervisory Board discharged its obligations according to the law, the Articles of
Association, the German Corporate Governance Code and the internal regulations of the company.
The Management Board kept the Supervisory Board regularly and comprehensively informed
at the appropriate times in written and oral form of issues of fundamental importance to the
Group’s business development, income and financial position, personnel situation, business
strategy, corporate planning, planned investments and risk management. The Supervisory Board
monitored and advised on the activities of the Management Board and discussed all significant
business developments with it. Between board meetings, the ceo and the Chairman of the
Supervisory Board discussed every issue of importance to the company.
The Supervisory Board met ten times in 2008. At these sessions, the Management Board reports
were exhaustively discussed, the prospects for the Group’s growth examined and the votes
taken accordingly.
The main topics included deliberations on the strategic direction of the GfK Group, its international
acquisitions activity, the annual accounts for 2007, the development of business during 2008
and the budget for financial year 2009.
Dr. Arno Mahlert
Supervisory�Board�Chairman
ceo�maxingvest�ag,�Hamburg
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A particular focus of the Supervisory Board’s deliberations was the projected merger between
GfK ag and Taylor Nelson Sofres (tns), which was the object of a total of seven meetings of the
Supervisory Board. The Supervisory Board was actively involved in the process and saw in the
planned merger a good opportunity to create what would be the world’s second largest market
research organization. After exhaustive discussions with the Management Board, it was resolved
to pursue a merger of equals (based on both companies being of equal value) and on April 29,
2008, the fact that the two companies were in negotiations was publicly acknowledged.
On July 4, 2008, the majority shareholder, GfK-Nürnberg e.V., passed the required board
resolution by majority vote approving the merger. In the meantime, however, British company,
wpp, had repeatedly expressed interest in acquiring tns, and this triggered a sudden speculative
rise in the tns share price on one hand, and a fall in the price of GfK shares on the other. This
development and the official wpp offer to tns shareholders on July 9, 2008 significantly changed
the original basis for the merger of equals. The same day, as a result, the Supervisory and
Management Boards of GfK and the relevant boards of tns announced that negotiations for the
planned merger of equals had been terminated.
Consequently, up to August 28, the GfK Supervisory and Management Boards pursued the
acquisition of tns with the involvement of a new investor. However, the development of the
price for tns and the potential influence of another investor eventually led to the decision not
to pursue the acquisition further.
Following the termination of merger negotiations, the Supervisory Board Chairman at the time,
Hajo Riesenbeck, resigned the chairmanship of the Supervisory Board of GfK se and the
presidency of GfK-Nürnberg e.V. and left both boards with effect from September 26, 2008.
The Supervisory Board wishes to thank Hajo Riesenbeck for his seven years of service to the
Supervisory Board, five of which as its Chairman.
On September 26, 2008 Dr. Arno Mahlert, ceo of maxingvest ag, Hamburg, and Chairman of
the Supervisory Board of Springer Science+Business Media s.a., Luxembourg, was unanimously
elected by the Board as the new Chairman of the Supervisory Board of GfK se. Dr. Mahlert,
formerly Deputy Chairman of the Supervisory Board of GfK, joined the Board in 2004. At the
same time, Stefan Pfander was appointed Deputy Chairman of the Supervisory Board. Stefan
Pfander left the Management Board of Tchibo GmbH on December 31, 2008 to take up his
appointment to the Supervisory Board of Tchibo GmbH on January 1, 2009. Stefan Pfander is
also a member of the Supervisory Board of Beiersdorf ag and a member of the Administrative
Board of Barry Callebaut ag. Dr. Raimund Wildner, Vice President and Managing Director
of GfK-Nürnberg e.V., was appointed by decision of the Nuremberg administrative court on
January 8, 2009 to replace Hajo Riesenbeck on the Supervisory Board.
In addition, the Supervisory Board debated the conversion of GfK ag to a Societas Europaea (se),
which was completed on February 2, 2009, in several sessions.
The Supervisory Board examined the regulations pertaining to the Corporate Governance Code
and on December 10, 2008, gave the declaration of compliance in accordance with the terms
of Section 161 of the German Joint Stock Corporation Act (AktG). The company fulfils the
mandatory provisions to the full extent with the exception of three requirements and the voluntary
regulations with the exception of one. The discrepancies are explained on page 19f of the
present Annual Report under the section on Corporate Governance.
To enable it to carry out its remit efficiently, the Supervisory Board is supported in its work by
four committees: the Audit Committee, the Personnel Committee, the Presidial Committee and the
Nominations Committee.
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Report by the Supervisory Board
The Audit Committee met six times in the reporting period to discuss the company’s business
development, the income and financial position and planned investments by the company.
Additional focal points were issues of financing, questions pertaining to the accounting system
and interim reporting, the internal audit and subjects relating to Corporate Governance and
Compliance.
The Personnel Committee met four times in the reporting period and subjects under discussion
included Management Board remunerations, extending the service contract of Management
Board member, Dr. Gérard Hermet, and deliberations on the new form of the Supervisory Board
remuneration.
The Presidial Committee held two telephone conferences during the tns project for the purposes
of obtaining information on the current status of the tns project.
Since October 2008, the Nominations Committee has dealt with the preparations for nomination
of two new Supervisory Board members at the Supervisory Board sessions, as well as on the
telephone. This became necessary with the resignation of Hajo Riesenbeck, and the request
from Jürgen Schreiber that he be permitted to resign his post at the Annual General Meeting
on May 20, 2009.
Moreover, Dr. Raimund Wildner, who was appointed as successor to Hajo Riesenbeck on the
Supervisory Board by court decision, will leave this committee when the ordinary Annual General
Meeting appoints his successor at its meeting on May 20, 2009.
The 2008 Annual Report and accounts of GfK se and the GfK Group were audited and given
unqualified approval by the auditors, kpmg ag. Every member of the Supervisory Board received
the audited financial statements at the appropriate time.
The Audit Committee deliberated on these documents in a preparatory session and the Super-
visory Board gave them consideration at the plenary session held during its accounts’ meeting
on March 26, 2009. The auditors of the annual and consolidated accounts were present at
both meetings. They reported on the audit in general and on particular aspects specified as
mandatory for the issue of the auditor’s certificate. Beyond this, they responded in detail to
questions from members of the Audit Committee and the Supervisory Board.
The Supervisory Board noted and approved the auditors’ report, and having examined the
annual accounts prepared by the Management Board, gave its approval to discharge the
accounts. The Supervisory and Management Boards reached agreement on the proposal
for appropriation of the profits. GfK once again pursued a successful course in 2008, despite
the growing difficulties in the markets caused by the global economic and financial crisis.
This result is attributable to the superb achievements of the staff, directors and employee
representatives of GfK se. The Supervisory Board wishes to express its thanks to all in
appreciation of their dedication and performance. In spite of the considerable added burden
of work associated with the tns project, the commitment to current business remained firm at
all times. Thanks and appreciation are also due to clients and business associates of GfK se.
The Supervisory Board has no doubt that the strong basis forged by the GfK Group will enable
it to surmount the major challenges posed by 2009.
Nuremberg, March 26, 2009
Dr. Arno Mahlert
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Stephan Lindeman�
Since�February�2, 2009
Director�Retail,�Intomart�GfK�b.v.,�
Hilversum,�Netherlands
�
�
Shani Orchard
Since�February�2, 2009
Director�Human�Resources,�GfK�Retail�
and�Technology�uk�Ltd,�West�Byfleet,�
Surrey,�uk
Jürgen Schreiber
ceo�and�President�of�Shoppers�Drug�Mart,
Toronto,�Canada
�
Dieter Wilbois
Independent�Works’�Council�representative��
(Chairman�of�the�Works’�Council�and�Group�
Works’�Council)�at�GfK�se,�Nuremberg
�
Dr. Raimund Wildner
Since�January 8, 2009
Managing�Director�and�Vice�President��
of�GfK-Nürnberg�e.V.,�Berlin
�
�
Audit Committee
Dr.�Christoph�Achenbach�(Chairman)
Stefan�Pfander
Dieter�Wilbois�
�
Personnel Committee
Dr.�Wolfgang�C.�Berndt�(Chairman)�
Dr.�Arno�Mahlert�
Shani�Orchard�
Jürgen�Schreiber
�
Presidial Committee
Dr.�Arno�Mahlert�(Chairman)�
Dr.�Wolfgang�C.�Berndt�
Stefan�Pfander�
Dieter�Wilbois
�
Nominations Committee
Dr.�Arno�Mahlert�(Chairman)�
Dr.�Wolfgang�C.�Berndt�
Stefan�Pfander
Dr. Arno Mahlert
Supervisory�Board�Chairman
Appointed�September�26, 2008
ceo,�maxingvest�ag,�Hamburg
�
Hajo Riesenbeck
Up�to�September�26, 2008
Supervisory�Board�Chairman
�
Stefan Pfander
Deputy�Chairman�of�the�Supervisory�Board�
Appointed�September�26, 2008�
Management�Consultant
Dr. Christoph Achenbach
Managing�Director�and�Partner�of�the��
intes�Group,�Bonn
Dr. Wolfgang C. Berndt
Non-Executive�Director
Kerstin Döpfert
Up�to�February�2, 2009
Independent�Works’�Council�representative��
at�GfK�se,�Nuremberg
Sandra Hofstetter
Up�to�February�2, 2009
Independent�Works’�Council�representative�at�
GfK�se,�Nuremberg
� �
�
The Supervisory Board
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I have been writing this letter to you since 1998, and have almost always been able to report
increased sales and good profits. I am delighted to say that this is also the case for 2008.
However, I have seldom been so unsure as to what to write as I am this time. Will the
assumptions for 2009 still be correct by the time you receive your copy of the Annual Report?
Will events overtake plans for the current year, and could the measures we intend potentially
lead us in the wrong direction?
Professor Dr. Klaus L. Wübbenhorst
Chief�Executive�Officer�of�GfK�se
Letter to shareholders
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2008: a turbulent year
This financial year was eventful in many respects, and was certainly much more than just
another year in the long and successful history of the GfK Group.
A new organizational structure has been in place since the beginning of 2008. Taking as
a starting point the source of the information on which our business model is based, we
have concentrated our former five business divisions into the sectors: Custom Research,
Retail and Technology and Media. Less is more was – and is – the idea behind this move.
With this new structure, we have achieved organic growth of 5.5% and sales of over eur 1.2
billion. We performed particularly well in the growth regions of Central and Eastern Europe,
Asia and the Pacific and Latin America. Our approach of using acquisitions as a foundation
for future organic growth is paying off.
In April, we also welcomed our 10,000th employee worldwide. My colleague, Debra A. Pruent,
joined the Management Board at the beginning of the year, and she is responsible for major
areas of our Custom Research sector. Her presence also makes our Management Board still
more international and contributes further to the gender balance.
Many months of the 2008 financial year were affected by the discussions between the GfK Group
and British market research organization, Taylor Nelson Sofres, with a view to creating the
industry’s undisputed No. 2. The negotiations were originally aimed at a merger of equals. In
late summer, we then considered attempting a takeover, but eventually abandoned this intention.
We judged the financial risks and potential influence of private equity investors to be too high.
Given the current financial and economic crisis, we can say that this decision was absolutely
the right one.
The discussions generated a very high level of uncertainty with some GfK Group staff, and in the
cooperation of the various boards, in particular the Management and Supervisory Boards and
the majority shareholder of the GfK Group, GfK-Nürnberg e.V. Following the failed merger,
Hajo Riesenbeck resigned from his posts as Supervisory Board Chairman and President of the
GfK-Nürnberg e.V. I should like to thank him most sincerely for his years of dedicated service on
the Supervisory Board of the GfK Group.
Since then, Dr. Arno Mahlert has chaired the Supervisory Board, of which he has been a member
for many years, and in this capacity, he will be contributing to the continuity and stability of the
development of the GfK Group.
Our dividends policy also shows continuity. Despite, or as a result of, the international economic
situation, the Supervisory and Management Boards are proposing the ninth consecutive dividend
increase to the Annual General Meeting on May 20, 2009. By giving a dividend of eur 0.46, we
are enabling our shareholders to share in the company’s success.
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2009: a year of uncertainty
The 2009 financial year and also large parts of 2010 will, without a doubt, be characterized
by a high level of uncertainty. How will our clients develop? Which industries will suffer more
than others as a result of the global economic crisis? When will economic recovery begin?
What is clear is that nobody knows for certain. The development in the dollar exchange rate
and the price of oil show this only too clearly.
How should we, the GfK Group, face up to these particular challenges?
For GfK Management, the certainty is that it will not be “business as usual”.
The Management Board will not be making decisions based on a short-term view that does not
look beyond the next quarter. Equally, there will be no knee-jerk reactions in the wake of the
cancellation of an order.
Instead, we must act with a sense of proportion over the next few months. We must display
caution where appropriate. We must not simply save for the sake of saving costs, but we must
scrutinize expenditure and business processes. We must be proactive in the market wherever
possible. Any crisis has its risks, but it also presents opportunities, and we aim to grasp these.
Seizing the opportunities and overcoming the risks has been an integral part of the development
of the GfK Group for many years. Despite all the uncertainty, the year ahead is also a special one
for GfK. And in the spirit and letter of the Annual Report you are now holding, on the occasion
of our 75th anniversary, we can say: “No future without a past”.
Our predictions for financial growth in 2009 are cautious. Our aim will be to increase sales
organically in 2008 and to retain the margin, goals which will certainly not be easy to achieve.
Our Group-wide efficiency program, biss, is intended to support us in achieving these aims.
biss combines various projects that are divided into the four main categories of “Business,
it Services, Streamline Services and Synergies”. The program will make a significant contribution
to maintaining and fostering GfK’s competitive edge. From 2012 onwards, the program should
result in sustainable income growth of eur 30 million.
Letter to shareholders
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Until then, we will certainly have to chart some stormy seas and uncertain waters. As ever,
the GfK Management and Supervisory Boards have a clear view of the way ahead, and we
know that we can rely on our global team.
It is clear that in stormy waters, navigation systems and navigators are essential. Our navigation
systems are the tools, methods and techniques that we employ for our market research.
And the navigators? All of us together – the more than 10,000 members of the GfK global team.
Sincerely yours,
Prof. Dr. Klaus L. Wübbenhorst
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Professor�Dr.�Klaus�L.�Wübbenhorst,�Debra�A.�Pruent,�Petra�Heinlein�(first�row�from�left�to�right)
Dr.�Gérard�Hermet,�Wilhelm�R.�Wessels�(second�row�from�left�to�right)
Christian�Weller�von�Ahlefeld,�Professor�Dr.�Klaus�L.�Wübbenhorst,�Debra�A.�Pruent�(third�row�from�left�to�right)
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The Management Board
Petra Heinlein born�1958
Responsibility in the Custom Research sector, e.g. for the Financial Services and Consumer and Retail segments
Professional career
Since 2002�Member�of�the�Management�Board��of�GfK�se,�appointed�until�2011
2001 – 2001 Integration�management�on�behalf��of�GfK�ag
1992 – 2000�Managing�Director�of�contest�census�in�Frankfurt
1985�Joined�GfK�as�project�manager�with��GfK�Marktforschung
1984 Research�Assistant�at�the�Arnold-Bergstraesser�Institute,�Freiburg�im�Breisgau
Education
1984 Graduated�in�Political�Science�from�the�University�of�Bamberg
Professor Dr. Klaus L. Wübbenhorst born�1956
Chief Executive Officer (ceo), responsibility for Strategy, Internal Audit, Method and Product Development, Corporate Communications and it Services
Professional career
Since 1998 Spokesman�and,�since�1999,�ceo�of��GfK�se,�appointed�until�2012�
Since 2005 President�of�the�Chamber�of�Industry�and�Commerce�for�Middle�Franconia�in�Nuremberg
1992 – 1997�Member�of�the�Management�Board��of�GfK�ag,�responsible�for�Finances,�Accounting,�Financial�Controlling,�Personnel,�Purchasing,�Production�and�it
1991 – 1992�Member�of�the�Management�Board��of�kba-Planeta�ag,�Radebeul�near�Dresden
1984 – 1991�Employee�of�Bertelsmann�ag,�Gütersloh,�becoming�Managing�Director�of��Druck-�und�Verlagsanstalt�Wiener�Verlag,��Himberg�near�Vienna
Education
2005�Awarded�the�title�of�Honorary�Professor�by�Friedrich-Alexander�University�in�Erlangen-Nuremberg
1984�Doctorate�from�the�Technische�Hochschule,�Darmstadt
1981�Graduated�in�Business�Administration�from�the�University/Gesamthochschule,�Essen
Christian Weller von Ahlefeld born�1958
Chief Financial Officer (cfo) and Human Resources Director, responsibility for Financial Services, Human Resources and Central Services
Professional career
Since June 1,�2005 Member�of�the�Management�Board�of�GfK�se,�appointed�until�2013
2000 – 2005�cfo�of�the�Tele-München�Group
1996 – 2000�Director�and�Head�of�Group�Finance��at�Siemens�ag�and�Manager�of�Siemens�Financial�Services�division
1995 – 1996�Executive�Director�of�sbc�Warburg��and�member�of�the�corporate�management�of��J.�P.�Morgan
1983 – 1995�J.�P.�Morgan�in�New�York,�London�and�Frankfurt,�becoming�Vice�President�and�member�of�the�European�Corporate�Finance�Executive�Committee
1982 – 1983�Assistant�to�the�management�of�Heinrich�D.�Hansen�in�Flensburg
Education
1981�Graduated�in�Business�Administration�from�the�Freie�Universität�Hamburg
Wilhelm R. Wessels born�1952
Responsibility for the Media sector and in the Custom Research sector for the Consumer Tracking and HealthCare segments
Professional career
Since 1996�Member�of�the�Management�Board��of�GfK�se,�appointed�until�2011
1991 – 1996�Managing�Director�of�GfK�ag,�Gesundheitsforschung/i+g�Gruppe�Gesundheits-�und�Pharma-Marktforschung
1986 – 1996�Managing�Director�of�gpi,�Gesellschaft�für�Pharma-Informationssysteme,�Nuremberg/Frankfurt
1978 Joined�GfK�as�a�Research�Associate
Education
1977�Graduated�in�Business�Administration�from�the�University�of�Saarbrücken��
Debra A. Pruent born�1961�
Responsibility in the Custom Research sector for the Automotive and Business and Technology segments
Professional career
Since�January 1, 2008�member�of�the�Management�Board�of�GfK�se,�appointed�until�2011
2006 – 2007�Chief�Operation�Officer�(coo)�of�GfK�Custom�Research�North�America
1992 – 2005�Employee�of�the�us�automotive�industry�market�researcher�Allison-Fisher�International,�most�recently�as�ceo
1983 – 1992�Various�management�functions�with�General�Motors�Corporation,�usa
1988 – 1990�Extraordinary�Professor�of�Statistics�at�Oakland�University,�usa
Education
1986�Degree�in�Applied�Statistics�from�Oakland�University,�usa
1983�Degree�in�Mathematics�and�Computer�Science�from�Wayne�State�University,�usa�
Dr. Gérard Hermet born�1951
Responsibility for the Retail and Technology sector
Professional career
Since 1999�Member�of�the�Management�Board��of�GfK�se,�appointed�until�2013
1998 – 2000�Chairman�of�the�French�Marketing�Association�(afm)
1988 – 1998�Managing�Director�of�GfK�Sofema,�France
1984 – 1998�Managing�Director�of�GfK�France,�then�General�Manager�GfK�Marketing�Services,�France
1978 – 1984�Employed�by�Burke�Marketing�Research,�Paris,�France
Education
1978�Doctorate�from�the�University�of�Grenoble
1975�mba�from�the�French�Business�School�(icn)�
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The�management�of�GfK�is�committed�to�increasing�the�value�added�of�the�company��on�a�responsible,�transparent�and�sustained�basis.�This�is�documented�by�almost�total�compliance�with�the�Corporate�Governance�principles.��
Declaration of compliance without material restrictions
The�Management�Board�and�the�Supervisory�Board�issued�their�declarations�of�compliance�pursuant�to�Section�161�of�the�Joint�Stock�Corporation�Act�(AktG)�on�December�10, 2008.�The�declaration�of�compliance�is�on�page�19.
The�company�complies�with�all�the�recommendations�under�the�Code�apart�from�those�mentioned�below�and�in�the�declaration�of�compliance.�
For�all�other�affiliated�or�associated�companies,�the�company�publishes�their�share�of�the�capital�and�their�own�equity�capital,�but�not�the�respective�income�from�the�preceding��financial�year.�The�decisive�factor�here�is�that�transparency�at�individual-company�level�could�be�disadvantageous�to�the�company’s�competitiveness.�
The�interim�report�was�published�on�August�28, 2008�(14�days�after�expiry�of�the�45-day�period).�The�delay�was�caused�by�the�interim�audit�in�connection�with�the�strategic�negotiations�with�Taylor�Nelson�Sofres�(tns).�In�2009,�GfK�will�again�comply�fully�with�the�prescribed�publication�dates.�
GfK�also�complies�with�virtually�all�of�the�non-binding�suggestions�in�the�Code.�There�is�only�one�point�where�compliance�is�restricted.�This�relates�to�the�contactability�of�the�appointed�proxy-representative�for�the�execution�of�shareholders’�voting�rights�in�accordance�with�instructions�during�the�Annual�General�Meeting.�This�should�guarantee�that�shareholders�can�issue�instructions�to�the�company�via�their�representative,�even�during�the�Annual�General�Meeting.�From�the�Annual�General�Meeting�in�2010,�it�is�intended�to�secure�the�contactability�of�shareholders’�representatives�during�the�Annual�General�Meeting.������
Management and control structure
GfK�Aktiengesellschaft�(since�February�2, 2009,�GfK�se)�is�subject�to�the�German�Stock�Corporation�Act�and�has�a�two-tier�management�and�control�structure�comprising�a�Management�Board�consisting�of�six�persons�and�a�Supervisory�Board�with�nine�members.�Two�thirds�of�the�members�of�the�Supervisory�Board�are�shareholder�representatives��and�one�third�employee�representatives.�In�accordance�with�the�standing�rules�of�the�Supervisory�Board,�its�representatives�are�independent.�Alongside�their�activity�for�the�Supervisory�Board,�the�majority�of�members�also�held�senior�positions�in�other�companies�during�2008.
The�Supervisory�Board�advises�and�monitors�the�Management�Board�in�the�management�of�business�operations.�Consequently,�expertise�from�trade,�industry�and�the�financial�sector�at�both�national�and�international�levels�should�be�represented�in�the�composition�of�the�Supervisory�Board.�The�Supervisory�Board�has�formed�four�independent�committees,�the�Presidial�Committee,�the�Nominations�Committee,�the�Personnel�Committee�and�the�Audit�Committee.�
Corporate Governance
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The�Code�recommends�that�the�Chairman�of�the�Audit�Committee�has�particular�expertise�and�experience�in�the�application�of�accounting�principles�and�internal�financial�controlling.�Until�September�2008,�the�Audit�Committee�was�chaired�by�Dr.�Arno�Mahlert,�who�has�been�a�member�of�the�Management�Board�since�2004�and�Chairman�of�the�Management�Board�of�maxingvest�ag�since�May�1, 2007.�Following�the�resignation�of�Hajo�Riesenbeck,�Dr.�Arno�Mahlert�was�appointed�Chairman�of�the�Supervisory�Board�at�the�Supervisory�Board�meeting�on�September�26, 2008.�He�was�succeeded�as�Chairman�of�the�Audit�Committee�by�Dr.�Christoph�Achenbach.�Dr.�Achenbach�has�been�a�partner�and�shareholder�in�intes�Beratung�für�Familienunternehmen�since�the�beginning�of�2008.�He�sits�on�various�Advisory�and�Supervisory�Boards.�Dr.�Achenbach�has�many�years’�operational�experience�in�various�senior�positions.�He�was�previously�spokesman�for�the�Klingel�Group’s�management.
In�2008,�there�were�no�consultancy�and�other�service�and�works�contracts�between��members�of�the�Supervisory�Board�and�the�company.�Further�details�of�the�activities��of�the�Supervisory�Board�are�given�in�the�detailed�Report�by�the�Supervisory�Board��on�page�4�onwards.
The�company�has�taken�out�a�d&o�insurance�policy�with�an�appropriate�deductible�for�members�of�the�Management�and�Supervisory�Boards.�
Responsible risk management
Systematic�risk�management�has�been�in�place�at�the�company�for�many�years�and�has�been�reviewed�by�the�year-end�auditors.�Details�are�provided�in�the�Risk�Report�on�page�76�onwards.
Transparency in communications
With�the�aim�of�transparent�communications,�the�company�is�pursuing�its�objective�of�providing�the�same�information�to�all�the�interested�parties�at�the�same�time.�All�press�releases�and�corporate�communications�are�available�via�the�website�www.gfk.com.�Newsletters�in�both�electronic�and�printed�form�report�on�the�latest�news�from�the�Group,�and�the�survey�results�from�the�three�sectors�provide�the�findings�from�market�research.������
Remuneration report
Remuneration of the Management Board
The�remuneration�of�the�members�of�the�Management�Board�comprises�four�components:��a�fixed�element,�a�bonus�(variable,�short-term�remuneration),�the�5�Star�Incentive�Program�(variable,�long-term�remuneration)�and�the�pension�commitments.�The�structure�of�the�remuneration�system�is�reviewed�regularly�by�the�Supervisory�Board�in�line�with�the�recommendations�of�the�Personnel Committee.�The�remuneration�is�based�on�the�respective�remits�of�members�of�the�Management�Board,�their�personal�performance�and�that�of�the�full�Management�Board.�The�non�performance-related�remuneration�components�comprise�a�fixed�element�and�the�pension�commitments.�The�variable�remuneration�components�comprise�variable�components�dependent�upon�internal�annual�performance�targets�(short-term�components)�and�stock�options�or�a�claim�under�the�5�Star�Long�Term�Incentive�Program�(long-term�components).����
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The�5�Star�Incentive�Program�has�the�following�objectives:�
This�program�continues�on�the�basis�of�the�earlier�stock�option�program,�without�issuing�new�shares.�The�remuneration�is�based�on�cash�benefit.�As�with�the�previous�program,�the�intention�is�to�bind�the�management�to�long-term�operational�and�strategic�corporate�goals.�The�term�of�each�tranche�is�three�years.�Participation�in�the�program�is�dependent�on�individually�agreed�performance�targets.�The�contractually�agreed�remuneration�component�creates�an�entitlement�to�virtual�shares�on�attainment�of�individual�performance�targets.�The�number�of�virtual�shares�is�calculated�with�reference�to�the�amount�of�remuneration�divided�by�the�price�of�the�virtual�shares.�The�price�is�the�listed�price�of�GfK�shares,�which�corresponds�to�the�average�price�of�the�last�20�trading�days�before�the�year-end.�For�every�virtual�GfK�share�acquired,�the�Management�Board�also�receives�a�performance�share.�The�development�of�the�long-term�remuneration,�composed�of�the�virtual�shares�and�performance�shares,�depends�on�the�development�of�the�share�price�and�attainment�of�two�performance�targets:�the�Total�Shareholder�Return�(tsr)�of�the�GfK�share�by�comparison�with�the�tsr�of�the�shares�of�companies�in�the�Dow�Jones�Euro�Stoxx�Media�Index�and�the�increase�in�the�operating�income�of�GfK�over�a�three-year�period.�The�operating�income�index�is�measured�as�an�actual�rise�in�the�operating�income�over�an�expected�rise�of�this�parameter.�The�expectation�is�stipulated�by�the�Supervisory�Board�of�GfK�on�an�individual�basis�for�each�tranche�of�the�program.�The�Supervisory�Board�derives�the�performance�targets�from�the�expected�capital�market�income�to�companies�from�the�index�noted�above.�
The�performance�shares�granted�by�GfK�shall�lapse,�reduce�or�increase,�depending�on�attainment�of�both�targets.�Under�terms�of�the�Corporate�Governance�Code,�the�increase�in�value�of�a�tranche�is�limited.�
�
Structure of pension commitments
In�principle,�the�pension�contracts�for�Management�Board�members�are�uniformly�structured.�After�three�service�years�as�a�member�of�the�Management�Board�(waiting�period),�the�company�grants�a�retirement�pension,�an�early�retirement�pension,�a�disability�pension�and�a�widows’/widowers’�and�orphans’�pension.�The�fixed�annual�remuneration�of�the�beneficiary�agreed�in�the�contract�of�employment�is�deemed�to�be�the�pensionable�income.�Beneficiaries�receive�a�retirement�pension,�when�they�leave�the�service�of�the�company�upon�reaching�the�normal�retirement�age.�After�three�years’�service�as�a�member�of�the�Management�Board,�the�annual�pension�amounts�to�30%�of�the�pensionable�income.�This�increases�by�three�percentage�points�for�each�additional�full�year.�The�retirement�pension�is�limited�to�60%�of�pensionable�income�and�is�granted�on�leaving�the�company�at�the�age�of�62.�A�reduced,�early�retirement�pension�may�be�provided�at�the�age�of�60.�If�pension�beneficiaries�leave�the�service�of�the�company�before�their�62nd�birthday�due�to�a�partial�or�complete�reduction�in�earning�capacity,�they�receive�a�disability�pension�for�the�duration�of�the�partial�or�complete�reduction�in�earning�capacity.�If�the�reduction�in�earning�capacity�still�applies�upon�reaching�the�normal�retirement�age,�the�pension�continues�to�be�paid�as�a�life-long�pension.�The�disability�pension�is�calculated�in�the�same�way�as�the�retirement�pension�albeit�only�the�service�years�until�the�beneficiary�leaves�the�company�are�included�in�the�calculation,�which�is�based�on�the�pensionable�income�at�the�time�membership�of�the�Management�Board�ends.�In�the�calculation�it�is�assumed�that�the�beneficiary�has�been�a�member�of�the�Management�Board�for�ten�years.�If�he�or�she�has�been�a�member�for�more�than�ten�years,�the�beneficiary’s�disability�pension�will�equal�the�entitlement�acquired�up�to�leaving�the�company.�There�is�a�
Corporate Governance
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different�arrangement�for�Management�Board�member�Debra�A.�Pruent,�in�whose�calculation�the�entitlement�to�a�disability�pension�assumes�that�she�has�been�a�member�of�the�Management�Board�for�three�years.�If�she�is�a�member�for�more�than�three�years,�her�disability�pension�will�be�equal�to�that�acquired�up�to�leaving�the�company.�
The�widows’/widowers’�pension�amounts�to�60%�of�the�retirement�pension�or�disability�pension�last�paid;�the�orphans’�pension�amounts�to�30%�for�full�orphans�and�15%�for�half�orphans.�After�the�commencement�of�the�pension,�the�current�pension�is�increased�annually�by�two�percentage�points.�
The�company�can�grant�higher�adjustments,�if�the�consumer�price�index�shows�a�higher�increase�in�prices.�
Remuneration of the Management Board
Annual salary
5 Star Incentive Program
Pensions
teur
Fixed salary
Variable Compo-
nent
Number
of shares (units)
Value at
time of issue
Total
Liquidation of / allocation
to pension provisions
Pension provisions at
year-end 2008
Prof.�Dr.�Klaus�L.�Wübbenhorst�(ceo)
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Christian�Weller�von�Ahlefeld
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Petra�Heinlein ���.� �0�.� �,��� ���.8 8��.� –���0.� �,00�.8
Dr.�Gérard�Hermet ���.� ���.� �,��� ���.8 �,���.0 �0�.� �,08�.�
Debra�A.�Pruent ��8.� ���.8 �,��� ���.8 ���.� ���.� ���.�
Wilhelm�R.�Wessels ���.� ��8.� �,��� ���.8 ��0.� –���.� �,��8.�
Remuneration 2008 2,431.5 2,532,0 23,686 1,071.1 6,034.6 590.2 14,561.8
Remuneration 2007 2,067.7 2,905.0 6,540 348.7 5,321.4 – 1,380.0 13,971.5
In�2007,�the�Management�Board�of�GfK�Group�comprised�five�and�in�2008�six�individuals.
As�of�December�31, 2008,�the�Management�Board�held�a�total�of�375,787�shares�and�302,107�options�for�GfK�shares.�
Former�members�of�the�management�of�GfK�GmbH,�Nuremberg,�and�of�the�Management�Board�of�GfK�se,�Nuremberg,�and�their�dependents�received�a�total�remuneration�of�eur 0.9�million.�There�are�provisions�of�eur 11.4�million�for�pension�obligations�to�former�Management�Board�members,�their�dependents�and�Managing�Directors.�
�
Remuneration of the Supervisory Board
The�remuneration�of�the�Supervisory�Board�is�regulated�by�the�Annual�General�Meeting�and�stipulated�in�the�Articles�of�Association.�It�is�based�on�the�remit�and�responsibility�of�Super-visory�Board�members�and�on�the�commercial�success�of�GfK.�Essentially,�this�comprises�the�following�elements:�in�addition�to�expenses,�members�of�the�Supervisory�Board�receive�a��fixed�remuneration�of�eur 9,000.00�payable�at�the�end�of�the�financial�year.�They�also�receive�
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annual�remuneration,�which�is�performance-linked�and�contingent�on�income�per�share.�This�payment�is�linked�to�attainment�of�a�minimum�value,�which�is�calculated�as�follows:�a�perfor-mance-related�remuneration�of�eur 500.00�is�paid�for�every�eur 0.10�income�per�share�above�the�threshold�value�of�eur 0.30�income�per�share�established�in�2005,�as�shown�in�the�consolidated�financial�statement�in�accordance�with�the�International�Financial�Reporting�Standards�(ifrs).�The�amount�of�eur 0.30�is�increased�annually�by�eur 0.10,�so�that�the�mini-mum�value�for�financial�year�2008�is�therefore�eur 0.60.�The�average�income�per�share�over�the�current�financial�year�and�the�two�preceding�years�is�used�as�a�basis�for�the�calculation.�
Performance-related�remuneration�may�only�amount�to�one�and�a�half�times�the�fixed�annual�remuneration.�The�Chairman�of�the�Supervisory�Board�receives�two�and�a�half�times�the�fixed�and�variable�amounts�mentioned�above;�the�Deputy�Chairman�receives�one�and�a�half�times�this�amount.�The�remuneration�increases�by�25%�for�membership�of�the�Personnel�Committee�and�the�Audit�Committee,�and�by�50%�per�chair�of�one�of�these�two�committees�up�to�a�maximum�of�100%�of�the�fixed�and�variable�remuneration.�GfK�compensates�every�Super-visory�Board�member�for�any�vat�applying�to�their�remuneration�and�the�reimbursement�of�expenses.�Supervisory�Board�members�who�have�only�held�their�position�for�part�of�the�financial�year�are�compensated�on�a�pro�rata�basis.
As�of�December�31, 2008,�the�Supervisory�Board�held�a�total�of�3,462�shares.�Members�of��the�Supervisory�Board�hold�no�share�options.
Details�of�transactions�involving�GfK�shares�by�members�of�the�Supervisory�Board�and��the�Management�Board�are�published�on�the�website�in�accordance�with�the�Corporate�Governance�Code.�
The�remuneration�report�forms�part�of�the�consolidated�financial�statements�and�the�Group�management�report.��
Corporate Governance
Remuneration of the Supervisary Board
teur
Fixed components
Variable components
Total remuneration
Dr.�Arno�Mahlert�(Chairman�since�September�26,�2008) ��.80 ��.�� ��.��
Hajo�Riesenbeck�(Chairman�up�to�September�26,�2008) ��.�0 ��.�� ��.��
Stefan�Pfander�(Deputy�Chairman�since�September�26,�2008) ��.�� �.�8 ��.��
Dr.�Christoph�Achenbach ��.8� �.�� ��.0�
Dr.�Wolfgang�C.�Berndt ��.8� �.�� ��.0�
Kerstin�Döpfert ��.�� 8.�� �0.00
Sandra�Hofstetter �.00 �.00 ��.00
Jürgen�Schreiber ��.�� 8.�� �0.00
Dieter�Wilbois ��.�� 8.�� �0.00
Remuneration 2008 118.60 92.23 210.83
Remuneration 2007 121.50 94.50 216.00
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Declaration of Compliance by the Management and Supervisory Boards of GfK Aktiengesellschaft in accordance with the provisions of Section 161 of the German Stock Corporation Act (AktG)
Pursuant�to�Section�161�of�the�German�Stock�Corporation�Act�(AktG),�the�Management��and�Supervisory�Boards�of�stock-exchange�listed�companies�must�declare�each�year,�the�extent�to�which�they�have�complied�with�and�will�continue�to�comply�with�the�recommen-dations�of�the�Government�Commission�German�Corporate�Governance�Code�published��by�the�German�Ministry�of�Justice�in�the�official�section�of�the�online�Federal�Gazette�and�which�recommendations�have�not�or�will�not�be�complied�with.�This�declaration�must�be�made�available�to�shareholders�at�all�times.
The�German�Corporate�Governance�Code�(the�“Code”)�contains�regulations,�some�of�which�are�binding.�In�addition�to�outlining�the�prevailing�company�law,�it�also�contains�recommendations�from�which�companies�may�deviate,�although�in�such�cases,�they�are�obliged�to�publish�information�on�such�deviations�every�year.�The�Code�also�proposes�suggestions�from�which�companies�may�deviate�without�the�necessity�for�these�to�be�disclosed.
Deviations�from�the�recommendations�and�suggestions�have�been�published�since�2002.�These�are�reported�separately�below:
I. Recommendations
The�Management�and�Supervisory�Boards�of�GfK�ag�declare�that�they�have�complied�with�and�will�continue�to�comply�with�the�recommendations�of�the�Government�Commission��German�Corporate�Governance�Code�in�the�version�of�June�6, 2008�published�by�the�German�Ministry�of�Justice�on�August�08, 2008�in�the�official�section�of�the�online�Federal�Gazette.�Only�the�following�recommendations�have�not�been�applied:
1) Point 4.2.3 deals with variable remuneration components for the Management Board. With regard to stock options, the requirement includes “the Supervisory Board shall agree a limitation option (cap) for extraordinary, unforeseeable developments”.
GfK�ag’s�stock�option�program�expired�on�December�31, 2004�and�no�cap�is�provided�for�this�program.�Tranches�already�issued�or�still�to�be�issued�may�be�exercised�up�to�and�including�December�31, 2011.�The�Management�and�Supervisory�Boards�agreed�on�a�new�program�on�December�12�and�December�14, 2005�which�complies�with�the�requirements�of�point�4.2.3.
2) Point 4.2.3 subsections 4 provides: “In concluding Management Board contracts, care shall be taken to ensure that payments made to a Management Board member on premature termination of his contract without serious cause do not exceed the value of two years’ compensation (severance payment cap) and compensate no more than the remaining term of the contract…”
In�2008�no�new�Management�Board�contracts�were�negotiated�or�concluded.��
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Compliance Officer: Roland Fürst
Tel.�+���������0-����� �Fax�+���������0-����� �[email protected]��
�www.gfk.com/Investor
3) Point 7.1.2 provides for the publication of the consolidated financial statements within 90 days and interim reports within 45 days.
Since�January�1, 2005,�GfK�ag�has�consistently�complied�with�the�45�day�period�for�publication�of�its�quarterly�results.�In�2008�the�Mid�Year�Report�was�published�on�August�28, 2008��(14�days�after�expiration�of�the�45�day�period)�as�a�result�of�the�half�year�audit�in�connection�with�the�strategic�negotiations�with�Taylor�Nelson�Sofres�plc.�(tns).�Publication�of�the�2009�Annual�Report�is�scheduled�for�31�March,�2009,�i.e.�within�the�required�period.�����
4) Point 7.1.4 provides for the publication of information concerning other companies.
Every�year,�GfK�ag�publishes�a�list�of�holdings�which�gives�information�on�all�affiliated�and�associated�companies�and�other�major�holdings.�The�information�includes�equity�stake,�equity�and�fiscal�year�details.�
Information�beyond�this�level�concerning�the�last�year’s�results�of�companies�in�which�GfK�ag�holds�a�not�insignificant�stake�is�not�made�available.�The�key�criterion�here�is�that�transparency�at�individual�company�level�may�prove�a�competitive�disadvantage�to�GfK�ag.
II. Suggestions
The�Management�and�Supervisory�Boards�declare�that�they�have�complied�with�and�will�continue�to�comply�with�the�suggestions�of�the�Government�Commission�German�Corporate�Governance�Code�in�the�version�of�June�6, 2008�published�by�the�German�Ministry�of�Justice�on�August�08, 2008�in�the�official�section�of�the�online�Federal�Gazette.�Only�the�following�suggestions�are�not�applied:
1) Point 2.3.3, third sentence provides: “The Management Board should ensure the appointment of a representative to exercise voting rights for shareholders in accordance with instructions: such persons should also be contactable during the Annual General Meeting.”
In�the�past,�GfK�ag�has�appointed�a�proxy�to�exercise�the�voting�rights�before�the�Annual�General�Meeting�and�will�continue�to�do�so�in�the�future.�Voting�proxies�shall�be�determined�in�accordance�with�the�regulations�listed�in�the�invitation�convening�the�Annual�General�Meeting.�The�details�are�published�in�the�agenda�and�on�the�website�under�www.gfk.com/Investor.�Voting�during�the�Annual�General�Meeting�is�currently�difficult�for�technical�reasons.�As�soon�as�a�practicable�solution�has�been�found�for�the�secure�transmission�of�votes,�GfK�ag�will�check�the�feasibility�to�introduce�such�a�system.
Corporate Governance
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Stock market 2008 dominated by the crisis on the financial markets
The�crisis�on�the�financial�markets�cast�its�shadow�over�2008.�It�affected�events�on�all�stock�markets,�albeit�to�differing�degrees.�Players�on�Wall�Street�are�looking�back�on�one��of�the�most�turbulent�years�on�stock�markets�in�living�memory.�In�September,�New�York’s�Dow�Jones�index�lost�4.4%�in�one�day�–�the�sharpest�fall�since�trading�resumed�after�September�11, 2001.�The�exchange�supervisory�authority�suspended�trading�at�times�because�of�the�dramatic�falls�in�prices�and�short�sales�were�forbidden.�Over�the�course��of�the�year,�the�index�lost�33.8% (2007: +6.4%).�At�the�same�time,�the�us’s�s&p 500��fell�38.5%�(2007: +3.5%)�in�the�reporting�period.�Share�markets�in�Europe�and�Asia��also�slumped.�The�leading�European�index,�the�eurostoxx 50,�lost�44.4%�of�its�value�(2007: +6.8%)�in�the�course�of�the�year.�In�a�country�comparison,�the�leading�French�index,�the�cac 40,�closed�42.7%�down�(2007: +1.3%),�while�the�leading�Spanish�index,�the�ibex 35,�was�39.4%�down�(2007: +7.3%)�and�the�leading�British�index,�the�ftse 100,�lost�31.3% (2007: +3.8%).�The�leading�Asian�indices�were�even�more�heavily�hit.�Having�made�substantial�gains�in�2007,�the�Chinese�Shanghai�Composite�lost�65.4% (2007: +96.7%)�and�the�Indian�bse�Sensex�52.5% (2007: +47.1%)�of�their�value.�At�the�2008�year-end,�the�Japanese�Nikkei�index�was�42.1%�down�(2007: –11.1%).�Leading�indices��in�Central�and�Eastern�Europe�recorded�comparably�sharp�falls�in�value.�In�the�reporting�period,�the�cece�Eastern�European�index�fell�by�53.7% (2007: +10.5%),�while�the�Russian�rts�lost�a�massive�72.4% (2007: +19.2%).
�GfK shares: outperformed the comparable index
Even�the�heavyweights�in�the�German�stock�market�were�subject�to�violent�price�fluctuations�and�suffered�substantial�losses.�After�five�successful�years�in�a�row,�the�leading�index,�the�dax,�lost�40.4%�of�its�value�in�the�last�financial�year�(2007: +22.3%)�to�stand�at�4,810�points�at�the�year-end.�In�October�alone,�the�blue�chips�fell�by�22%,�which�is�almost�double�what�had�previously�been�the�weakest�week�since�the�terrorist�attacks�in�the�usa�in�September�2001.�Investors�reacted�to�the�negative�economic�data�and�falling�corporate�profits�by�selling�more�shares.��
GfK share key data
German�Securities�code
��8���0
isin (International�Securities��Identification�Number)
�DE000�8���0�
Reuters GFK.DE
Bloomberg GFK�GR
Datastream D:GFKX
First�Call GFK.DE
GfK
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GfK
�sh
ares
GfK shares
GfK share price performance comparison
in 2008
From ipo to 31.12.20081)
GfK�ag –��0.0�% +���.��%
dax –��0.��% –��.��%
sdax –���.��% –��.��%
dj�Euro�Stoxx�Media –���.��% –���.��%
�)��Compared�with�the�Initial�Public�Offering�(ipo)�of�eur�15.41�at�the�time�of�the�stock�exchange�launch�on�September�23, 1999�(adjusted�by�the�capital�increase�from�corporate�funds).
GfK_��
Having�risen�by�5.0%�in�2007,�the�mid�cap�index�mdax�fell�by�43.2%�in�2008.�The�small�cap�index�sdax�lost�46.1%�of�its�value�(2007: –6.8%)�over�the�course�of�the�year.�The��Dow�Jones�Euro�Stoxx�Media,�the�index�relevant�to�GfK�listing�international�media�and�market�research�stocks,�fell�by�33.2% (2007: –1.2%)�in�the�same�period.�
Bond�markets�benefited�from�the�turbulence�on�stock�markets.�In�the�course�of�the�year,��the�German�bond�index,�the�rex,�which�contains�30�fixed�rate�German�government�bonds,�recorded�a�gain�of�10.1%�(2007: +2.5%).�Investors�had�more�faith�in�fixed�rate�instruments,�which�also�corresponded�with�the�decline�in�direct�share�investment.�According�to�the�German�Institute�of�Investors,�the�number�of�shareholders�decreased�from�4.0�million�in�2007�to�3.6�million�in�2008.
GfK�shares�closed�the�year�down�20%�at�eur 22.02 (2007: –16.2%).�Within�the�50 sdax�stocks,�the�company�ranked�seventh�best�in�terms�of�performance.�For�shareholders�who�acquired�their�shares�as�part�of�the�ipo�in�1999�and�have�held�them�since,�their�shares�had��increased�42.9%�at�the�end�of�2008.�This�equates�to�an�annual�return�on�invested�capital�of�4.8%.�In�comparison�with�this,�fixed�rate�German�government�bonds�generated�an�average�return�of�4.2%�per�year�in�the�same�period.�In�the�same�period,�the�average�annual�return��on�a�dax�index�certificate�(1:1�copy)�would�be�minus�1.0%,�on�an�sdax�index�certificate�it�would�be�minus�0.4%�and�on�a�Dow�Jones�Euro�Stoxx�Media�index�certificate�it�would�be�minus�3.7%.
GfK shares
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GfK share price performance compared with the indices in 20081)
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At�the�end�of�December�2008,�GfK’s�market�capitalization�stood�at�eur 791.6�million�(2007: eur 986.2�million).�As�a�result,�the�company�ranks�number�5�in�the�sdax (2007:�number�13)�and�number�45�in�the�dax 100 (2007:�number�63).�In�terms�of��stock�market�turnover,�GfK�ranked�number�30�in�the�sdax (2007:�number�26)�and��number�81�in�the�dax 100 (2007:�number�77)�in�the�reporting�period.�In�the�past�financial�year,�the�average�daily�stock�market�turnover,�at�32,000�shares,�was�lower�than�in�the��previous�year�(2007: 48,000�shares).
�Merger discussions: a significant impact on share price performance
GfK�shares�started�2008�at�eur 27.49,�but�were�unable�to�buck�the�trend�on�the�international�stock�markets�and�fell�to�eur 21�in�January.�Following�publication�of�very�good�provisional�figures�for�2007�at�the�end�of�February,�the�previous�falls�in�the�share�price�were�offset�to�some�extent.�The�price�of�GfK�shares�rose�to�over�eur 26.�Six�banks�confirmed�their�“buy”�recommendations�while�one�bank�recommended�holding�the�share.�Citigroup,�the�world’s�second�largest�bank,�recently�included�GfK�shares�in�its�coverage.�
The�second�and�third�quarters�of�2008�were�dominated�by�merger�negotiations�with�the�British�market�research�company�Taylor�Nelson�Sofres�(tns).�Share�markets�reacted�very��positively�to�the�announcement�on�April�29�that�GfK�planned�to�enter�into�a�“merger�of�equals”�with�tns.�At�this�point,�a�merger�of�equals�was�possible�since�both�groups�had�roughly�equal�market�capitalizations.�The�GfK�share�gained�17%�to�eur 31.27�within�a�week,�while�the��tns�share�price�increased�by�23%�in�this�period.
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On�May�5,�the�British�media�and�market�research�group�wpp�expressed�its�interest�in�taking�over�tns.�The�tns�management�immediately�rejected�the�bid�as�too�low.�The�tns�share�rose�by��a�further�26%�in�the�course�of�the�month,�while�the�GfK�share�slipped�slightly.�The�disparity�in�the�two�companies’�performance�at�this�time�was�detrimental�to�the�shared�notion�of�a�merger�of�equals.
On�June�3,�GfK�and�tns�published�additional�detailed�information�on�the�planned�merger,�which�sent�the�Group’s�shares�soaring�on�the�capital�market.�On�this�date,�GfK�was��the�best�performer�in�the�sdax,�gaining�7%.�Stock�market�trading�quadrupled�to�almost�180,000�shares.�The�French�bank�Natixis�Securities�subsequently�included�GfK�in�its�coverage�and�advised�investors�to�“buy”�GfK�shares�in�its�first�recommendation.�
On�July�9,�wpp�made�its�first�official�takeover�bid�to�tns�shareholders.�On�the�same�day,��GfK�and�tns�cancelled�the�joint�merger�agreement.�In�the�meantime,�the�share�prices�of�the�two�companies�had�diverged�by 56.7%.�A�merger�of�equals�was�no�longer�possible.�GfK’s�management�also�announced�that�it�was�examining�whether�a�cash�bid�involving�a�financial�investor�to�tns�shareholders�would�be�possible.�While�the�price�of�tns�shares�climbed�sharply,�the�price�of�GfK’s�dropped�back�markedly�to�eur 19,�then�edged�up�to�recover�to�eur 23�in�the�course�of�the�month.�
On�August�27,�the�capital�market�rewarded�the�decision�by�GfK�not�to�continue�the�dis-cussions�in�connection�with�financing�a�possible�takeover�bid�for�tns.�In�pre-market�trading,�the�GfK�share�price�rose�by�just�under�6%�to�close�at�eur 24.50.�One�bank�upgraded�its�rating�to�“buy”�and�four�further�banks�confirmed�their�“buy”�recommendation.�Analysts�had�welcomed�a�merger,�but�were�more�sceptical�about�a�takeover�and�the�associated�increase�in�net�debt.�
The�deterioration�in�the�financial�crisis�caused�further�price�falls�on�the�world’s�stock�markets�in�the�fourth�quarter�of�2008.�GfK�was�also�affected�by�this�and�the�share�price�fell�back�to�eur 13.�GfK�subsequently�stepped�up�its�road�show�activities�in�the�usa,�the��uk�and�Germany�and�succeeded�in�adding�three�new�banks�to�those�covering�GfK�shares.�Cheuvreux,�MainFirst�and�Merrill�Lynch�started�their�coverage�with�a�“buy”�rating�and�the�GfK�share�price�subsequently�climbed�above�the�eur 20�threshold.
GfK shares
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Annual General Meeting resolves conversion to GfK se
At�the�Annual�General�Meeting�in�Nuremberg�on�May�21, 2008,�GfK�shareholders�owning�at�least�97%�of�the�capital�present�at�the�meeting�voted�in�favor�of�the�resolutions�proposed��by�the�Supervisory�Board�and�the�Management�Board.�Around�350�shareholders�and�proxy�representatives�were�there,�representing�over�80%�of�all�GfK�shares.�The�key�item�put�to��a�vote�was�the�change�in�form�of�GfK�Aktiengesellschaft�to�a�European�company�(Societas�Europaea)�se.�A�resolution�on�authorizing�the�GfK�Group�to�acquire�and�use�its�own�shares�(share�buyback�program)�was�also�voted�on.
�Dividend per share more than tripled since ipo
To�ensure�that�shareholders�benefit�from�the�company’s�positive�performance,�the�GfK�Supervisory�and�Management�Boards�will�propose�a�dividend�of�eur 0.46�per�share�to��the�Annual�General�Meeting�on�May�20, 2009�(previous�year:�eur 0.45�per�share).�This�equates�to�a�dividend�yield�of�2.8%.�Based�on�the�total�of�35,947,363�shares�entitled�to�a�dividend�as�of�December�31, 2008,�the�total�dividend�will�rise�to�eur 16.5�million�(previous�year:�eur 16.1�million).�The�ninth�increase�in�the�dividend�in�succession�since�the�ipo��in�1999�demonstrates�the�confidence�of�the�Supervisory�and�Management�Boards�in�the�company’s�future�growth.�In�this�period,�the�dividend�per�share�has�increased�by�318%��in�total.
GfK share indicators
Unit 2007 2008
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Private shareholders investing more heavily
The�shareholder�structure�of�GfK�ag�is�balanced�and�global�in�its�focus.�With�a�57.0%�stake,�GfK-Nürnberg�e.V.�remains�the�largest�single�shareholder.�The�proportion�of�shares�in�free�float�amounts�to�43.0%.�The�Management�and�Supervisory�Boards�hold�1.1%�as�in�the�previous�year.�The�distribution�between�institutional�and�private�investors�has�shifted�in�favor�of�private�shareholders�compared�with�the�previous�year.�At�the�year-end�2008,�the�share�of�institutional�investors�was�20.2% (2007: 25.1%)�and�the�share�of�private�investors�was�21.7% (2007: 17.3%).�At�country�level,�more�than�half�the�GfK�free�float�was�located�in�Germany,�a�quarter�in�the�usa,�followed�by�the�uk�and�France�(with�8%�each).
���Successful start to the GfK Capital Market Day
In�addition�to�the�balance�sheet�press�conference�and�the�Annual�General�Meeting,�GfK�has�been�present�at
nine�international�investor�conferences�in�Germany,�the�uk,�France�and�the�usa,
a�dvfa�analysts’�conference,
seven�road�shows�in�Germany,�the�uk,�Italy,�Canada,�Austria�and�the�usa,
eleven�conference�calls
and�139�one-on-one�meetings�with�analysts,�fund�and�sales�managers.
In�January�2008,�GfK�hosted�a�two-day�conference�for�investors,�the�GfK�Capital�Market�Day,�for�the�first�time�and�issued�invitations�to�a�series�of�lectures�and�one-to-one�meetings.��A�total�of�35�analysts�and�institutional�investors�from�Germany,�France�and�the�uk�took�this�opportunity�for�discussions�with�members�of�the�GfK�Management�Board.�The�presentations�focused�on�market�positions,�regional�profiles,�customer�relations,�services,�instruments�and�methods�as�well�as�the�company’s�long-term�strategies,�targets�and�development�potential.�
For�the�fourth�year�in�succession,�GfK�also�hosted�the�Nuremberg�stock�market�day�for�private�investors�in�cooperation�with�the�Munich�stock�exchange�and�the�Munich�Investment�Club.�Over�3,000�investors�took�this�opportunity�to�talk�to�over�60�companies�from�the�financial�sector�and�attend�more�than�40�specialist�presentations�in�February�2008.�
GfK shares
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On�the�GfK�website�www.gfk.com�in�the�“Investor”�section,�GfK�gives�detailed�information�on�current�share�price�performance,�dates�and�presentations,�key�data�and�financial�reports,�the�Annual�General�Meeting�and�the�company’s�corporate�guidelines.�The�“gfk�impuls”�newsletter�for�shareholders,�published�four�times�a�year,�provides�additional�information�such�as�the�development�of�the�corporate�network,�the�latest�survey�results�and�develop-ments�in�the�market�research�sector.
Excellent communications activity
According�to�the�results�of�the�annual�competition�for�the�best�annual�report�held�by�the�German�financial�magazine�“Manager�Magazin”,�GfK�ranks�among�the�best.�For�the�14th�time,�the�financial�magazine�and�the�University�of�Münster�analyzed�the�annual�reports�of�major�German�and�European�listed�companies�in�the�reporting�year.�In�the�sdax�companies’��category,�the�GfK�Annual�Report�moved�up�to�1st�place�from�2nd�place�in�the�previous�year.
GfK�also�did�well�in�the�Capital�Investor�Relations�Prize�2008,�achieving�376.3�of�a�possible�500�points.�It�moved�up�from�3rd�place�to�2nd�place�in�the�ranking�of�sdax�companies.�Financial�magazine�“Capital”�and�the�Society�of�Investment�Professionals�in�Germany�(dvfa)�have�been�holding�their�Investor�Relations�awards�since�1997.�This�year,�400�analysts�and�fund�managers,�who�often�represent�an�entire�team,�provided�10,000�individual�assessments�of�197�companies�from�the�eurostoxx 50, dax, mdax, tecdax�and�sdax�indices.
In�the�bird 2008�awards,�the�sixth�survey�carried�out�by�financial�and�business�magazine�“Börse�Online”�of�private�investors�on�the�information�and�communication�activities�of�the�160�largest�listed�German�companies,�GfK�was�ranked�seventh�in�the�overall�listing�covering�all�indices.�Within�the�sdax�companies,�GfK�ranked�second�with�64.5�points.�The�results�are�based�on�2,000�individual�assessments�of�corporate�dialog�on�business�development,�strategy�and�future�prospects.
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GfK_29
GfK Special
30 1934 – The founding of GfK1934 – The founding of GfK People are at the center of the market > > >> > >
34 1957 – Start of household panel1957 – Start of household panel Making brand loyalty measurable > > >> > >
38 1970 – Launch of retail panel1970 – Launch of retail panel Spotlight on retail > > >> > > 42 1984 – 1984 – tvtv
research takes offresearch takes off Establishment of a limited liability company > > >> > > 46
1999 – Stock market launch1999 – Stock market launch A successful course on both bull and bear
markets > > >> > > 50 2005 – Merger with 2005 – Merger with nopnop World World Stronger together > > >> > >
54 20082008 –– A time of acquisition and expansionA time of acquisition and expansion Well equipped for the future
Professor Dr. Wilhelm Vershofen, Dr. Erich Schäfer and Professor Dr. Ludwig Erhard were the founding fathers of the Gesellschaft für Konsumforschung (GfK). Wilhelm Vershofen placed the people in the market at the center of his work – thereby creating a milestone for contemporary, new market research in Germany. He succeeded in making the voice of the consumer heard.
Wilhelm Vershofen was convinced that market research should not exist for itself alone, but rather should be understood in the general context of the market economy. Wilhelm Vershofen’s essay of August 8, 1934, entitled “Broad-based consumer surveying” was essentially GfK’s birth certificate. One year later, the company was registered as an Association based in Berlin, and Wilhelm Vershofen became Chairman of the Association’s Management Board, with Ludwig Erhard and Erich Schäfer as further Management Board members. Wilhelm R. Mann became the first President of the Administrative Board, with Arthur Schütte, G. Mühlhens and Karl Ries also appointed as members. Erich Schäfer was soon recruited by the Handelshochschule Leipzig (Leipzig Graduate School of Management), to be succeeded on the Association Management Board by Professor Georg Bergler. Following the Second World War, he became the driving force behind the re-establishment of the Gesellschaft für Konsumforschung. An extract from the company statutes documents the birth of insti-tutional market research in Germany. It states that:“The purpose of the company is to carry out continuous research into the habits and behavior of consumers of marketable goods within German territorial borders, using appropriate measures and special surveys, and to process the results of this research according to academic principles, for the purposes of economic practice and learning.“Wilhelm Vershofen’s idea to obtain information about consumer behavior through continuous consumer surveys was completely new in Germany. No one had ever collected data in this way before!
1934 – The founding of GfKPeople are at the center of the market
What else happened in the world in 1934…
While GfK is beginning to research consumer markets, Hans Stuck breaks the world motor racing record on the Berlin AVUS track in the new car from Ferdinand Porsche. Porsche had developed the car exactly one year earlier. The car was commissioned by clients Audi, DKW, Wandere and Horch, which had come together to form the “Auto Union” alliance.A technical breakthrough: for the first time, a TV broadcast is possible in Germany!The Russian airship, CCCP-B6 (UdSSR-W6), embarks on its maiden voyage under the direction of Umberto Nobile. It was the most successful Russian airship.Women’s World Games in London: for four days, the best female athletes compete for victory at the fourth women’s world games. The German team is ranked first overall out of 19 participating countries. With a win over Czechoslovakia in Rome, Italy become the new football world champions.A star is born: Donald Duck makes his first appearance in the short film “The Wise Little Hen” in the USA.
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Whether ladies’ artificial silk stockings, pharma-ceuticals, engine oils, the opinions of manual laborers or vitamin supplements – GfK was soon investigating opinions and markets across an impressively broad spectrum. The founders were convinced that consumers themselves were the key factor to economic success, because the fate of every product depends on the attitudes, habits and purchasing decisions of con-sumers.Recording what consumers want is consequently central to research interests. Ludwig Erhard, who was originally an assistant to Wilhelm Vershofen, also said that: “I cannot imagine that there is a single person who is not constantly discovering new needs.”Erhard was born in 1897, the year in which Kelloggs Cornflakes and the diesel engine were invented. After matriculating from school, he trained in busi-ness in Nuremberg, joined the military and was badly wounded in the First World War. After the war ended, he studied at Nuremberg Handelshochschule (commercial college) and graduated with a business diploma. He also took Business Studies and Sociology
in Frankfurt and in 1925, he received his doctorate for a PhD thesis entitled “The nature and content of value as a unit”.As early as 1932, it was Ludwig Erhard’s aim to foster the production of consumer goods. An opponent of protectionism, he promoted free market pricing and a competitive economy. Later, he became a symbol of post-war Germany’s success story, of the free market economy and the rebuilding of Germany. As Erhard, the future Minister for the Economy and Chancellor, said: “Due to its high level of productivity, the market economy will always be best placed to satisfy intellectual and cultural needs as well as to produce goods.”GfK grew fast. After only one year of existence, the Association had 17 members, growing to 150 eight years later. Today, the Association boasts over 600 members, primarily companies, and is dedicated to fostering market research.
Handwritten minutes taken by Ludwig Erhard for the GfK Annual General Meeting on December 4, 1935.
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It all started with the Henkel company. As early as 1956, GfK was carrying out regular surveys for the company, and these were so successful that Henkel awarded GfK the first household panel contract in 1957. A total of 1,000 households were asked to report regularly on their purchasing behavior. It was the time of Germany’s economic miracle. Up to then, no one had heard of panel research. However,
Henkel was convinced of the usefulness of this type of survey, which required a particular discipline on the part of the panelists, because they had to complete a daily diary sheet consistently and regularly. Divided into 53 calendar weeks, it was a kind of tear-off diary. All purchases were noted in the diary pages themselves. Housewives were first asked to complete each diary page consistently, and second, reminded to send the data promptly to GfK. This type of panel survey made it possible for GfK to observe both the overall market and individual groups of people with precision.However, the quantity of data and the level of detail demanded by Henkel created problems for the sorting and counting equipment, because it was not designed to cope with so many pages and such frequent use. Luckily, Henkel had a modern tabulating machine in Dusseldorf, and was therefore in a position to analyze the data itself. This made Henkel the first GfK client to work with raw data!In its first year, the panel expanded from the initial 1,000 conscientious households to 1,500 households, and today, it comprises 30,000 households. Professor Dr. Gerhard Kleining also remembers the very high level of overall discipline of the panel in 1957. Born in Nuremberg in 1926, Gerhard Kleining studied in Erlangen and in 1957, was given the opportunity to join Reemtsma as the Manager of Market Research. He was appointed by Max Pauli, a member of the Reemtsma Management Board who had previously set up the McCann Erickson subsidiary in Hamburg. Gerhard Kleining describes his first impression of the cooperation between Reemtsma and GfK as follows:“Max Pauli had convinced Esso and Henkel, his former advertising accounts, to take part in GfK’s advertising effectiveness research together with Reemtsma. The
1957 – Start of household panelMaking brand loyalty measurable
What else happened in the world in 1957…
While people continue to regularly submit their purchase data, something sensational is happening. Some think a taboo has been broken, while others are interested primarily from a scientific perspective: English TV shows a live broadcast of a birth for the first time, filmed at the Withington hospital in England. The screening is not stopped, even when a Caesarean is deemed necessary.John Lennon and Paul McCartney meet for the first time at a church festival in Liverpool. They would later go down in music history, together with George Harrison and Ringo Starr, as the Beatles – the most famous band of all time. Sailing training ship, the Pamir, sinks on the way from Hamburg to Buenos Aires, having been hit by a strong hurricane south-west of the Azores.Russia sends the first satellite, Sputnik I, into space. For the first time, humans succeed in sending an artificial satellite into orbit beyond the earth’s atmosphere – and with a flight speed of 24,500 kilometers per hour to boot!Leonard Bernstein’s musical West Side Story premieres at the New York Winter Garden Theatre.
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question was: is billboard advertising really that important for cigarettes, petrol and washing powders? I was the manager of the research department at Reemtsma and had just returned from the USA. Georg Bergler appeared for the presentation with his then assistants, Robert Radler and Werner Ott, trailing behind him at a fair distance, carrying large briefcases. The boss did the explaining, and the assistants did the assisting. The hierarchical nature of things was very striking.”Kleining summarizes the findings of the joint study as follows:“The results of the survey, which looked at the pre-sumed effectiveness of the various advertising media, showed that the most effective way of advertising was to give away free samples. At the time, everyone was very keen to receive free cigarettes.”GfK later developed the family social groups segmentation method together with Professor Dr. Kleining. Given that the circumstances of individual German households determine their non-food budgets, the “family social groups” tool helped to classify the population according to typical living circumstances.In his published work, Gerhard Kleining furthered sociological and methodological debate. His market research activities included extensive surveys with very large samples, both within and outside Germany. From 1968 onwards, he was an associate lecturer at Hamburg University’s Institute for Sociology. He was appointed Professor of General Sociology in the Department of Philosophy and Social Sciences in Hamburg in 1976, a position which he held until his retirement in 1992.
Five questions to Gerhard Kleining
What do you consider to have been the most forma-tive event of your youth?The end of the war and the rebuilding of Germany, and my student days.What was the first thing that you bought with your own money?A cream cake and a cup of coffee in Café Mengin in Erlangen out of the proceeds from a money-back offer.What brands still have significance for you today because your parents used them?VIM, ATA.What do you think is the greatest change to have occurred between 1957 and today?The fact that democracy and freedom of the press have survived and scandals can be made public, even if there are still limits. The most important change for society has been the development of capitalism.What does GfK mean to you personally?First in my capacity as a client and then in coopera-tion with research colleagues, I have valued the fact that my GfK colleagues were interested in and pro-moted basic research. I congratulate you on having given us the opportunity of creating something which unites theory and practice to mutual advantage.
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Back in 1970, the big name in retail panel research was not yet that of GfK, but of another well-known market research company, which had made a name for itself particularly in the areas of food, luxury items, cosmetics and drinks – not just in Germany, but also in America, Europe and Asia. Despite the strong competition, GfK wanted to establish itself in this field of research, and on January 1, 1970, the company founded the retail panel research working group under the leadership of Klaus Hehl and Bernhard Jackel and eight other members of the GfK staff.
“The segments that have been installed so far in the market research department – the distribution index and marketing intermediary panel – will be outsourced on January 1, 1970, with the aim of creating a new research department: GfK retail panel research”, announced a staff information bulletin at the end of 1969. The aim was clear: GfK wanted to establish itself within the food retail segment by monitoring fast-moving consumer goods. Two instruments were set up for this purpose: a leader panel and a basis panel with the purpose of monitoring selected fast-moving consumer goods. It was only several decades later that the strategic decision was taken to invest in the non-food instead of the food retail markets. Today, analysts describe this non-food retail panel, which is run by the Retail and Technology sector, as the star of the GfK Group. Following the tradition of German brands Agfa and Kodak, GfK began to set up a photo panel in 1970, which was closely followed in 1972 by the car panel for car body care products. After these first attempts to monitor selected non-food markets, visible success was finally seen in the mid-1970s. Gunter Redwitz, born on June 24, 1944 and now a member of the Retail and Technology Board and General Manager Retail and Technology, was the project leader of the non-food panel at that time. He recalls:“After a visit to the International Radio Show in Berlin, I tried to convince Bernhard Jackel that we should start monitoring selected product groups from the consumer electronics segment. My persuasive efforts
1970 – Launch of the retail panelSpotlight on retail
What else happened in the world in 1970…
Brazil become the new world champions at the football World Cup in Mexico City. China sends its first satellite, the Dongfanghong 1, into space. Paul McCartney leaves the Beatles.Gary Gabelich succeeded in traveling at more than 1,000 kilometers per hour in a land vehicle – his rocket car called “Blue Flame” – in the US State of Utah.Americans celebrate “Earth Day”, which is now a secular holiday in over 175 countries, for the first time. The day is intended to encourage people to think about their buying behavior. The TV broadcasters ARD and ZDF use a map of Europe without borders for the first time in their weather forecasts. Until then, the broadcasters had displayed the borders of the German Reich of 1937 on their weather maps.
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were rewarded after several months, when we were able to start producing a concept for the set-up of the electronics panel. In contrast to the food segment, where the preference was for category-led research, we decided from the outset to monitor individual models in the consumer electronics panel. This new methodology represented a milestone, and it had far-reaching consequences. Only the eight-digit product manufacturing code prevented the more versatile use of the information on product features and models for many years.”The differences between the non-food and food markets are considerable. In particular, not everyone involved in the non-food markets was automatically appreciative of market research. Back then, one leading German manufacturer of consumer electronics proclaimed that: “We don’t need market information, I am the market.” Gunter Redwitz explains:“Unlike in the food segment, which advanced strate-gically, much of the progress in the non-food segment was down to chance. After the monitoring of consumer electronics, the next step happened to be into the area of small electronic appliances, because the Braun company had expressed its interest. Monitoring of large electronic appliances came only years later, because there was competition within the company from the household panel, which was already moni-toring large electronic appliances, and this initially prevented the retail panel from expanding.” The retail panel had to support itself economically at the beginning of the 1970s – and it succeeded in this. New markets came along: electronics, power tools and do-it-yourself, office equipment and IT products. The international suppliers that shape the technical consumer good markets, such as Sony, Panasonic, Toshiba, Pioneer and TDK, contributed to advancing the internationalization of retail panel research in the non-food markets. In the 1990s, when research methods using external salaried employees were superseded by electronic data collection, Retail and Technology achieved another breakthrough: data collection is now possible at short intervals, and can be carried out on a weekly basis instead of every two months. Gunter Redwitz explains the positive effects:“This change had far-reaching consequences in terms of how receivers of market information supplied by GfK Retail and Technology could use that information.
Whereas the previous two-monthly data collection, which was delivered four weeks later, predominantly provided a look back at the market, weekly monitoring, which is available one week later, enables a proactive response to the movements in the market. All of these developments were accompanied by radical changes in production and reporting.Whereas producing reports for the clients was often still a difficult task in the 1970s, Retail and Techno-logy now has a worldwide production and reporting platform in its “StarTrack” system, which allows it to produce reports in line with global benchmark standards for every country in the world, and to present a variety of features and ranges, both indi-vidually and together.” Today, the GfK Retail and Technology sector analyzes retail data in more than 80 countries. The company works for globally active manufacturers of technical consumer goods in the market segments of consumer electronics, information technology, office communi-cation, photo, optics, large and small electronic appli-ances, telecommunications, entertainment media, software, tourism and textiles.
Five questions to Gunter Redwitz
What do you consider to have been the most formative event of your youth?Moving from Hof to Nuremberg after taking the Mittlere Reife (high school leaving certificate), and starting a new school. What was the first thing that you bought with your own money?I bought presents for my mother. What brands still have significance for you today because your parents used them?Nivea, Persil and Tempo. What do you think is the greatest change to have occurred between 1957 and today?The establishment of “non-food” retail research.What does GfK mean to you personally?I feel a deep attachment to the company, because my life’s work has been devoted to the establishment of GfK “non-food” retail research and the further development of the GfK Retail and Technology sector.
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It was less of a strategic consideration than a prag-matic decision. GfK established a GmbH – limited liability company – and market research activities were then removed from the GfK-Nürnberg e.V. and integrated into the company. The reason for this was that GfK needed a different legal form in order to tender for TV research contracts, to avoid accusations of an unfair competitive playing field which might cause bids to fail. As an association, GfK was treated differently from a fiscal perspective than other trading companies. The management response was to establish the GmbH, which was to become the predecessor of today’s SE joint stock public company.GfK was successful and a year later, it won contracts for TV research from Germany’s public service
broadcasters, ARD and ZDF, which had previously been carried out by Teleskopie. And with this, the Media sector was born! Since 1985, GfK has been carrying out continuous quantitative TV audience research in Germany and since 1988, it has been doing the same for the AGF (TV research consortium).Dr. Hansjörg Bessler, born on May 4, 1939, head of media research and later press spokesman of Germany’s Süddeutscher Rundfunk (SDR), recalls GfK’s early attempts at TV research. “It was 1974. I had been media researcher for SDR since autumn 1970, and incidentally, I was the very first media researcher in the whole of the ARD network. We were on the lookout for alter- native methods to replace the Infratest and Infratam audience research conducted for ARD and ZDF in 1963/64. In 1974, when we were looking at which institutes to invite to tender for continuous audience research for ARD and ZDF from 1975 onwards, I remembered that GfK was a serious research institution with a specialist household panel.” At the time in 1974, GfK attempted to use a diary panel, but this method could not compete with the new measuring system from Teleskopie, which was an alliance of Infas and the Institute for Demoscopy Allensbach. The convincing argument was the new technology, which Hansjörg Bessler describes as follows:“Infas had commissioned Heidelberg-based Teldix, a BOSCH subsidiary at the time, to develop a measuring device which would register and store data on the individual TV consumption of household members at the touch of a button, ready for overnight reporting
1984 – TV research takes off Establishment of a limited liability company
What else happened in the world in 1984…
The remains of a type of primate who lived 33 million years ago are discovered to the south-west of Cairo: they are identified as belonging to a type of primate, Aegyptopithecus Zeuxis, also known as the “Dawn Ape”, who is an ancestor common to both man and ape.Californian computer company, Apple, launches the Macintosh.The Beijing leadership embarks on a program of extensive eco-nomic reforms aimed at establishing a centrally planned market economy, which would give industry more autonomous responsibilty.The term “cyberspace” is invented and makes a first appearance in “Neuromancer”, a novel published in 1984 by American sci-fi author, William Ford Gibson.Ronald Reagan elected President of the USA.
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on the telephone via modem. This was a research variant which had not been put into continuous practice anywhere as yet, but which was specifically mentioned as a possible alternative in the call to tender”.However, GfK did not give up and ten years later, in 1984, the company succeeded in winning the tender. Eye witness Hansjörg Bessler recalls this success:“The decisive factor in the successful outcome for GfK was presumably, on the one hand, an excellent reputation untarnished by any party political opinion research as a tried and tested German panel institute delivering reliable consumer research, and on the other, the fact that unlike in 1974, GfK now offered Telecontrol measuring technology trialed in Swiss field tests, which also incorporated comprehensive registration of all TV consumption and functional overnight reporting. In 1984, GfK had another fact in its favor, which would later prove invaluable in the practical application of TV audience research: a system capable of processing and delivering meaningful analysis of the massive volumes of panel data growing at a daily rate.”Today, GfK is already on its sixth contract with the AGF, which is an amalgam of the ARD, ProSiebenSat.1 Media AG, Mediengruppe RTL Deutschland and ZDF networks. The TV panel comprises 5,640 households with almost 13,000 members. This means that the TV consumption habits of 72.20 million individuals or 35.30 million TV households can be measured.
Five questions to Hansjörg Bessler
What do you consider to have been the most forma-tive event of your youth?My first love.What was the first thing that you bought with your own money?I presume it was sweets.What brands still have significance for you today because your parents used them?Because of what? None! I don’t drive a Mercedes because my Dad drove one and I don’t read the Stuttgarter Zeitung newspaper because my parents did, although, unlike me, they never actually lived in Stuttgart. (There are many “old” company and product brands which meant something to my parents, but which, for a variety of reasons, still mean something to me. For example, classic Swabian brands like the Breuninger depart-ment store, Böhm gourmet foods, Birkel pasta and BOSCH, to name a few just starting with the letter B which spring to mind on the spur of the moment. By the way, with the exception of BOSCH, the owners of all the other companies have meanwhile changed, although the brands have retained their significance.).What do you think is the greatest change to have occurred between 1984 and today?For me personally? Getting older.For the human society? Probably, the Internet.What does GfK mean to you personally?That’s a long story.
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GfK grew. And so did its targets. A simpler way of acquiring capital and a high degree of flexibility were essential attributes for the further pursuit of GfK’s high growth targets. So GfK made itself attractive to investors, advanced the process of internationalization and accelerated the development of pioneering technologies.This is why GfK needed to go public, since this was a precondition for the company to exploit the dynamic and future-oriented opportunities in the increasingly global and more complex markets. GfK was aiming to strengthen its global position and develop new market potential. The principal initiators and driving
forces behind the stock exchange launch were Super-visory Board Chairman at the time, Peter Zühlsdorff, and CEO, Professor Dr. Klaus L. Wübbenhorst, who identified the financing opportunities needed.Going public also facilitated expansion into new markets, and so one company like GfK was trans-formed into an international service provider expected to have a global presence. Added to this was the fact that global competitors had already taken this step and were listed on the stock exchange.GfK resolved to raise its profile in its major inter-national markets. The stock exchange launch itself was originally planned for the year of the millennium, but because of the company’s very positive business development in the first six months of the year before, this was brought forward and so at 09.09 on September 23, 1999, GfK was launched on the stock exchange. That morning, GfK shares were listed for the very first time on the Frankfurt stock exchange at a price of EUR 20.00, which was EUR 1.50 higher than the subscription price. At the time of the stock exchange launch, Kyoichi Hirano, born July 21, 1941, was Representative Director, President of GfK Marketing Services Japan Ltd. Hirano, who is today advisor to the Japan Group, and who also holds the posts of Representative Director, Chairman of GfK Marketing Services Japan Ltd., Representative Director, President of GfK Optics Japan KK and Representative Director, President of Encodex Japan Ltd., recalls:“As a result of the stock exchange launch, the value and prestige of GfK went up, even in Japan. I had confidence in this corporate decision and was proud to work for GfK. For me personally, the stock exchange launch meant a show of confidence in GfK, because
1999 – Stock market launchA successful course on both bull and bear markets
What else happened in the world in 1999…
While GfK goes public, the European Monetary Union is born and the euro is introduced in eleven EU countries, although until 2002, it can only be used for cashless payments. Ford takes over Volvo’s passenger vehicle division for a cost of eleven billion Deutsche Mark.Unlucky German hens: Germany’s constitutional court decrees that they can continue to be kept in battery cages, only with a bit more space. French aid organization “Médecins sans frontières”, founded in 1971, and German author Günter Grass win the Nobel prizes for peace and literature respectively.In the whole of Europe and western Asia, millions of people gather to watch the last total eclipse of the sun of the millennium. According to UN statistics, the world population breaks the 6 billion barrier.
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there was no listed market research institute in Japan at the time. I felt even more responsible in my job, because now, I had a responsibility to the shareholders!”GfK was also thinking of its employees when it made the decision to go public. Investing in the future would not only increase job security, but raise the prestige of the entire group. Kyoichi Hirano recounts:“My personal prestige increased, because I was working for a German listed company and I well recall that when talking to my German colleagues, we never failed to check out the share price. And of course, we were absolutely delighted when it had gone up.”What is important to GfK is to make stakeholders out of its employees, because the success of each and every individual goes towards determining the price of the company’s shares. And staff can also share in the company’s success by buying shares, of course, at a preferential rate.Kyoichi Hirano reports:“Naturally, I also bought shares. This was a matter of course: how could anyone represent a GfK group company without having invested in it personally? Of course, at the moment, I think the shares are under-valued. Even in the knowledge that we are in the middle of a crisis, it is clear that to be successful, our customers will need information. Obtaining this information is the core competence of GfK and this is why I personally wish that the analysts would sometimes be a bit less careful.“
Five questions to Kyoichi Hirano
What do you consider to have been the most formative event of your youth?My wedding and the birth of our child.What was the first thing that you bought with your own money?A lighter for my father and a purse for my mother. I presented my parents with these gifts at a meal I had invited them to with my first earned money.What brands still have significance for you today because your parents used them?Sharp electronics and Toyota cars.What do you think is the greatest change to have occurred between 1999 and today?Before the stock exchange launch, the name GfK was not so well known here in Japan. But after going public, confidence in GfK grew along with its reputation and it became easier to acquire business. What does GfK mean to you personally?GfK has given me the strength and energy to work with so many different people, ranging from the young to the more experienced, our employees and our customers. What was also exciting was being allowed to focus on employee management. When I returned to Japan from Germany, I came back with the responsibility for expanding GfK in Japan, and this was a very great moment in my life.
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On June 1, 2005, GfK acquired market research group NOP World. The company was ranked ninth in the global list of market research organizations at the time, and its arrival enriched GfK by 47 companies and more than 1,500 colleagues.Elizabeth Nolley, born June 28, 1968, is one of these colleagues. Today, she holds the post of Vice President, Marketing Communications, GfK Custom Research North America. At the time of the takeover, she was Associate Vice President, Marketing Communications, NOP World, having joined the organization just a few months prior. She told us:“When I first heard that NOP World was merging with GfK, I had mixed feelings. I was excited about the idea of combining with another industry leader in order to form a bigger, even better organization and I was thrilled that we were going to have a parent company focused on the business of market research. However, I was still nervous about losing my job.” She wasn’t the only one who was worried. Many feared for their jobs and wondered what would happen.“We didn’t know where the acquisition would lead us. For many of us, GfK was an unknown entity. So we weren’t sure how the new organization would be run, or how our culture and operations would merge with that of our new parent company. However, it
didn’t take long to see that joining the GfK family was a great move for NOP World.”With this, Elizabeth Nolley was voicing the thoughts and feelings of her colleagues.Most of NOP World’s staff of 1,500-strong were based in the UK, the USA and Italy. The US and German monopoly commissions carefully reviewed the merger and immediately after approval was granted, GfK began work on the integration of NOP World. Project teams comprising managers from GfK as well as NOP World were set up. These teams were tasked with creating a new organizational structure that quickly combined the GfK and NOP subsidiaries for future success. The remit included optimization of the service offering, as well as all aspects of operations and administration. But what of the general mood among the staff? Elizabeth Nolley recalls:“Folks were very nervous and apprehensive at the mention of the words ‘merger’ or ‘acquisition.’ When it became clear that GfK would become our new parent company, there was a big sense of relief. GfK was known as a people-focused company with a strong global presence, great expertise and products, who would appreciate what we had to offer. As such, we knew we’d get more than a fair chance to succeed.”The amalgamation of GfK and NOP World was very successful and produced a group that became quickly established as the world’s fourth largest market research organization. Today, the group offers market research services in over a hundred countries and out of the 10,000 employees, 80% work outside Germany. At the time of the merger, NOP World annual sales were about half those of GfK. Together, the two organizations broke the billion euro sales barrier in record time. Elizabeth Nolley tells us what her colleagues thought: “We knew integrations of this size are never easy. But today, we are pleased to be part of a client- focused, employee-friendly company with such a great reputation around the world.”NOP World employees were delighted to become part of a global leader that is not only well-known for its professionalism, but also for its fairness. When
2005 – Merger with NOP WorldStronger together
What else happened in the world in 2005…
In Italy, a comprehensive smoking ban comes into effect in restaurants and public buildings.The crude oil price reaches a record high in more than 20 years with a barrel (42 US gallons or 159 liters) costing 47 dollars.In Toulouse, South Western France, the Airbus A380 – the world’s biggest passenger aircraft – is introduced.Cardinal Joseph Ratzinger is elected Pope, thereby becoming the first ever German Pope. He takes the name Benedict XVI. The heat shield is damaged upon launch of the Discovery space shuttle. The crew succeeds in carrying out a risky emergency repair in space. On August 9, the shuttle lands safely at Edwards Air Force Base in California.Team Renault motor racing driver, Fernando Alonso, is 24 years old when he becomes the youngest ever Formula 1 World Champion.
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people realized that the new owners welcomed the staff and respected the local culture, they were finally convinced that the merger was good news for every-body.Elizabeth Nolley concludes: “We are proud that, in a relatively short period of time, we’ve helped to raise GfK’s profile as a leading full service provider of syndicated and custom research in the US and Canada. We’re truly excited about the possibilities that our new “orange world” holds for our clients, employees and shareholders.”
Five questions to Elizabeth Nolley
What do you consider to have been the most formative event of your youth?While many things have shaped the person I continue to become, I’d have to say that it was the summers I spent as a little girl at my Grandmother’s in Virginia that really helped to shape me. Things in the rural South were very different from the suburban lifestyle that I was used to growing up in New Jersey. But being with my Grandma, Grandpa, uncles, aunts and cousins all summer long taught me the value of working hard, taking time to rest and play when the sun was high, connecting with your Higher Power regularly, being self-reliant (my Grandma either caught, grew or made almost everything herself, including soap!), and the importance of fresh air and fresh food. I also learned how to cook a lot of things I still make today!What was the first thing that you bought with your own money?I was about 13 and my brother and I had just gotten a brand new hi-fi record player for Christmas. So with the birthday money I received the following June I purchased Earth, Wind and Fire’s “Raise” album, Kurtis Blow’s self-titled album and the “Controversy” album by Prince.
What brands still have significance for you today because your parents used them?My parents were both school teachers, so to save money they didn’t buy a lot of brand name products. But I can remember in my parents’ house, as well as my grandparents’ house, there was always Clorox bleach in the bathroom, Karo syrup in the kitchen cupboard and Arm & Hammer baking soda in the fridge and freezer – and all three continue to be staples in my home today.What do you think is the greatest change to have occurred between 2005 and today?Externally, our economic and political environment has changed significantly since 2005. Internally, GfK’s profile as a leading, full-service provider of market research solutions here in North America has been raised significantly in a relatively short period of time.What does GfK mean to you personally?For me, GfK is a place where the “best practice” wins, regardless of the country, division or employee who suggests it. This global knowledge-sharing culture provides each of us as employees with tremendous opportunities to hone existing skills as we learn and grow. GfK is part corporate and part entrepreneurial, which means it’s an extremely dynamic, creative place to work – and one that is constantly striving to find ways to make things better for clients, share-holders and employees alike.
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2008 has been an eventful year for GfK and a time of acquisition and expansion. In June 2008, the Super-visory and Management Boards of the GfK Group had agreed a merger of equals with the Board of Directors of the Taylor Nelson Sofres group. One month later, the agreement was cancelled by mutual consent and GfK subsequently attempted to acquire Taylor Nelson Sofres on the basis of a pure cash offer with help from an investor. However, in August 2008, GfK finally withdrew from the takeover. The financial terms and conditions had not enabled the company to make an acceptable bid for Taylor Nelson Sofres, in addition to which, the move was not in the best interests of GfK shareholders.However, 2008 continued to be a year of acquisitions and expansion. GfK recorded organic growth of 5.5% to total sales of EUR 1,220.4 million, with the adjusted operating result rising to EUR 158.7 million and the margin at the forecast level of 13.0%.
GfK recorded particularly dynamic results in the growth regions of Central and Eastern Europe, Asia and the Pacific and Latin America. The strategy of acquisitions as the basis for organic growth has paid off.In April 2008, GfK welcomed its 10,000th member of staff. GfK is particularly proud of another event which occurred in 2008: the professional association of German market researchers awarded the 2008 innovation prize to a tool developed by GfK itself, HILCA (Hierarchical Individualized Limit Conjoint Analysis). The beginning of 2008 saw the restructuring of the five former business areas of Custom Research, Retail and Technology, Consumer Tracking, Media and HealthCare into the three sectors of Custom Research, Retail and Technology and Media. The new structure facilitates even better optimization of GfK’s cross-field services, such as online panels, data gathering and survey methodologies. In addition, the new structure and amalgamation of core competencies enables GfK to sharpen its profile in the market still further. These core competences and the sound basis of the GfK Group will also sustain the company’s future growth.And when it comes to growth, this is not only important to the big corporates, but to children as well, such as Johanna (6) and her sister Kathrin (8). Children are our future. And they are the reason why in 2008, GfK carried out a survey on behalf of the association of toy and game manufacturers and retailers to find out what children really want.The clear findings of the survey of six to twelve year-old youngsters carried out for International Children’s Day were that most of all, children want a pet and a computer. They also said they wanted to
2008 – A time of acquisition and expansion Well equipped for the future
What else happened in the world in 2008…
Indian corporation Ratan Tata produces the “Nano”, the world’s cheapest car, which sells for the equivalent of EUR 1,700.German chancellor Angela Merkel is the first politician in ten years to be added to Madam Tussaud’s waxworks museum, where she stands next to George W. Bush and Tony Blair.The 36 kilometer-long (approx. 27 miles) Hangzhou bridge connecting the Chinese towns of Shanghai and Ningbo is officially opened. It is currently the longest sea bridge in the world.Barack Obama takes up residence in the White House as the USA’s first black President
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spend more time with their parents on outings and vacations. Money and school marks came in as less important, while an amazing 21.9% responded to the question: “What would you like most?” by naming an animal. Next came computers, with 18.6% putting this at the top of their list and ranked third with just under 8% was the wish for a happy family with no arguments or divorce. Question two was: “What activities would you like to do with your Mum and Dad?”, and to this, almost 30% said they wanted to go on holiday with their parents, while around 26% wanted their parents to take them to a leisure park or on outings. This goes to show that it is their parents’ time and attention which children need most. And here, Johanna and Kathrin are in agree-ment with their contemporaries. To find out what else they would like, read the questionnaire below.
Five questions to Johanna and Kathrin
What’s really important to you?Spending lots of time with our parents and going to the FunPark more often.What do you buy with your own pocket money?Magazines, CDs, toys and games.Do you know the names of any particular food products or toys and games?Fruchtzwerge jelly beans, Kinderpinguin biscuits and Langnese ice cream. And we love Lego and Playmobil.What do you think is very important for the world today?World peace and everyone having enough to eat. That the ozone hole doesn’t get bigger and climate change doesn’t get worse.Have you ever heard of GfK?Yes. You’re GfK, aren’t you?
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1. The economy 60
2. Economic and financial development 62
3. Research and development 72
4. Human Resources 73
5. Organization and administration 75
6. Purchasing 75
7. Environmental protection 75
8. Corporate communications and marketing 75
9. Opportunity and risk position 76
10. Major events since the end of the financial year 81
11. Outlook 82
Management report of the GfK Group
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1. The economy
1.1 Overall economic development: global recession
Growth in the global economy weakened considerably in 2008. Year-on-year, global gdp increased by 3.8% in 2008 compared to 4.9% in 2007.
The real estate crisis in the usa triggered severe turmoil in the financial markets. The industrialized nations in particular are reporting almost zero growth. However, economic development in the three regions Central and Eastern Europe, Latin America and Asia, especially China, positively influenced average growth worldwide.
The following overview shows the development of the national economies in the regions and countries important to GfK’s operations over the past three years as well as for 2009:
Despite the economic downturn, germany recorded growth for the fifth year in a row for 2008 as a whole. Although at 1.3% the increase in gdp declined again, there was a further recovery in the labor market. The rate of unemployment dropped from 8.7% in 2007 to 7.5%. Nevertheless, the propensity to buy fell in the first half of the year as a result of higher gasoline and heating oil prices as well as the increase in some food prices. The trend in the propensity to buy was not positive again until the end of the year when energy costs fell and consumers had more disposable income.
gdp growth 1)
In % 2006 2007 20082) 20093)
Germany 3.04) 2.54) 1.34) – 2.54)
France 2.2 2.1 0.8 0.1
uk 2.5 3.0 0.7 – 1.8
Eurozone5) 2.9 2.6 1.0 – 0.8
eu 276) 3.2 2.9 1.3 – 0.3
Russia 4.0 8.1 6.9 3.0
Central and Eastern Europe 6.74) 4.4 3.0 2.0
usa 2.9 2.0 1.2 – 2.0
Latin America 5.0 4.5 4.0 3.0
China 10.8 11.9 9.4 6.5
Japan 2.2 2.1 0.1 – 1.0
Asia and the Pacific4) 7.6 7.2 6.2 6.4
World6) 5.0 4.9 3.8 1.9
Sources: 1) diw “Principles of Economic Development 2009/2010” 2) Estimate 3) Forecast for Economic Development 2008/2009 4) International Monetary Fund (imf) 5) Excl. Slovak Republic 6) The Euroframe Autumn Report 2008
Consumer climate in Germany: a rollercoaster ride 1)
Month
Opinion trend
Propensity
to buy2)
Change from
previous month in %
Consumer
climate indicator3)
Change from
previous month in %
January Consumer mood wavering
– 8.8 + 1.9 4.5 + 2.3
February Consumer cli-mate – Spring not yet in sight
– 15.0 – 6.2 4.5 +/– 0
March GfK revises consumer expec-tation to 1 %
– 10.2 + 4.8 4.6 + 2.2
April More consumer confidence again
– 4.7 + 5.5 4.6 +/– 0
May Fears of inflation dampen consu-mer confidence
– 20.4 – 15.7 5.0 + 8.7
June Falling consumer confidence curbs growth forecast
– 23.7 – 3.3 4.3 – 14.0
July Inflation keeps sending consumer climate into fall
– 26.2 – 2.5 3.4 – 20.9
August Poor prospects for the economy continue to curb consumer climate
– 27.9 – 1.7 1.8 – 47.1
Septem-ber
Despite current stabilization. no growth in con-sumption in 2008
– 12.8 + 15.1 1.5 – 16.7
October Consumer climate despite financial crisis
– 18.2 – 5.4 1.7 + 13.3
Novem-ber
Moderately rising consumer mood despite adverse economic conditions
– 6.7 + 11.5 1.9 + 11.8
Decem-ber
Stable start to consumer climate into new year
– 6.3 + 0.4 2.1 + 10.5
1) These findings are from the comprehensive “GfK consumer climate maxx” survey con-ducted since 1980 each month on behalf of the eu Commission. In the first half of the month around 2,000 representatively selected people are asked about their perceptions of the overall economic situation, their propensity to buy and their income expectations.
2) The consumer confidence or propensity to buy indicator is based on the following question to consumers: Do you think it is advisable to make purchases at the moment? (good time – neither good time nor bad time – bad time).
3) The consumer climate indicator describes private consumption. Key factors are income expectations and buying propensity. The economic outlook has a more indirect effect on the consumer climate, generally as a result of income expectations.
Management report of the GfK Group
The economy in the eurozone remained on course for growth, but here too there was a considerable slowdown in growth as exports were curbed by the downswing in the global economy and a strong euro.
The weak phase in the global economy also affected the eu Member States in central and eastern europe, which export a lot to countries in Western Europe. However, the catch-up process in the new eu Member States was also checked by high current account deficits and a real estate crisis in the Baltic states.
GfK_61
In the wake of the real estate crisis in summer 2007, private households in the usa significantly restricted their spending and corporate investment shrank. Moreover, export activities weakened, further curbing the economy.
In contrast, the upswing in latin america continued. The trading links between countries, such as Mexico, with the usa led to a slight reduction in the upward trend. However, declining exports were countered by a robust culture of consumption and invest-ment and the region is stable overall.
As before, the People’s Republic of China is driving economic growth in asia. Unlike countries such as Japan, the Chinese economy is also supported by strong domestic demand. The fall in exports to Western industrialized countries and Japan meant that the Chinese economy reported only single-digit growth in 2008. Although growth in India even stagnated in the second quarter of 2008, the country remains one of the fastest growing regions in the world.
1.2 Market research sector: the upswing continues
The current data for 2007 from the Esomar “Global Market Research 2008” industry report shows that the market research sector demonstrated its dynamic upward trend again in that year. Sales were up year-on-year by 3.9%.
In principle, it is to be assumed that the demand for information on consumers and related interpretation and advisory services will remain strong in the future. However, in difficult economic times, other issues, and therefore other areas of research, come to the fore. For example, since the dramatic rise in commodity prices, an increasing number of studies have been carried out in the food sector to determine the optimum selling price. Market research enables clients to respond optimally to changes in market conditions.
In addition, it is to be assumed that there will be an above-average increase in market research budgets in countries with a booming economy. For example, market research budgets have seen large increases in the regions Rest of Europe, eu accession countries and Middle East/Africa.
With market research sales of usd 270 million, Russia is the biggest and most important market in the Rest of Europe region and adjusted for inflation, budgets are up by 10.7%. The fastest growth was again achieved in Turkey with 22.0%, whereby at usd 132 million, sales in the country are half those of Russia.
Of the eu accession countries, Poland has the largest market research market with usd 209 million. Growth in the market amounted to 8.8%.
The most attractive market in the Middle East/Africa region is South Africa, with sales of usd 208 million and growth of 25.2%.
However, Asia is still the region driving global growth. Japan is the undisputed leader at usd 1,518 million, followed by the People’s Republic of China at usd 712 million and Australia at usd 623 million.
Of the top 10 countries accounting for almost 78% of sector sales, China’s market has the strongest sales growth.
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Sales and Growth by region
Sales 2006
Sales 2007
Growth 2006/2007
in %1)
Europe eu 15 eu accession countries Rest of Europe
10,662 9,566
431 665
12,882 11,467
565 850
3.2 2.4 9.5
10.8America North America Latin America
10,103 8,890 1,213
10,823 9,494 1,329
3.32) 3.6 1.3
Asia/Pacific 3,590 4,064 6.2
Middle East/Africa 381 466 18.7
Overall 24,737 28,235 3.9
1) Growth adjusted by inflation, based on sales in local unit of currency 2) Own calculations Source: esomar Industry Report 2008, published August 2008
Top 10 national consumer research markets: sales, growth and share of the sector‘s overall sales
in usd million
Sales 2006
Sales 2007
Growth
2006/20071)
in %
Share of the sector
sales 2007 in %
usa 8,232 8,726 3.4 30.9
uk 2,369 2,771 0.4 9.8
Germany 2,206 2,659 2.5 9.4
France 2,214 2,644 2.3 9.4
Japan 1,444 1,518 5.2 5.4
Italy 706 858 3.7 3.0
Canada 658 768 6.0 2.7
Spain 580 730 6.4 2.6
China 583 712 12.7 2.5
Australia 532 623 0.5 2.2
Top 10 total 19,524 22,009 – 77.9
World 24,737 28,235 3.9 –
1) Growth adjusted by inflation, based on sales in local unit of currency Source: esomar Industry Report 2008, published August 2008
Despite fast growth in market research in China, it should be noted that rate of expansion equates to one and a half percent of the us market. The usa is the main sales market for the industry, followed by the uk, Germany and France. Together these account for around 60% of global market research sales.
From a global perspective, the growth drivers differ between the developed regions in uncertain economic times and in emerging countries, particularly China. While the need for explanations for consumer behavior and maintaining market position is becoming increasingly important in Western industrialized nations where there is fierce competition, for producers in emerging countries, the spotlight is on developing new markets. In both cases, the information delivered by market research is often indispensible.
in usd million
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The figures for income set out below refer to adjusted operating income. Like its competitors, the GfK Group uses adjusted operating income as a key performance indicator. GfK is convinced that the explanations regarding business performance using the adjusted operating income will facilitate interpretation of the GfK Group’s business development and enhance the informative value, in comparison with other major companies operating in the market research sector. Where income is mentioned below, this is the adjusted operating income. The margin is the ratio of adjusted operating income to sales.
The adjusted operating income is calculated as follows:
In the previous year, several figures in the income statement were influenced by the non-recurring effect from the settlement agreed at the start of 2008 with the ubm, the vendor of the nop World companies, as a result of which other operating income of eur 10.2 million was received. Other operating expenses fell by eur 0.5 million, financial expenses by eur 2.1 million and tax expenses rose by eur 0.3 million. The overall impact on consolidated total income amounted to plus eur 12.5 million. In the following analysis of the income statement for 2008, the previous year’s figures are shown net of the non-recurring effect to improve comparability.
Where statements herein refer to the number of employees, in principle, this represents the total number of full-time posts. For this purpose, part-time posts have been converted to equate to full-time posts.
The figures on the business development of the GfK Group and any percentage changes are based on figures in 1,000 euros. Accordingly, rounding differences may occur.
The companies mentioned in the Management Report are referred to by their abbreviated names. The “Additional information” of the Annual Report includes a list of the full names of all the companies indicated.
To meet these requirements better, there were more mergers and acquisitions again in 2007. As a result of this process of concentration, the top 10 market research companies now account for 55% of total sector sales. In its “Global Market Research 2008” report, Esomar expects the process of con-solidation to continue among the 25 biggest market research organizations and online market research providers.
With its global full service network, the GfK Group is a leading global market research organization. In 2007, the GfK Group ranked fourth out of the top 10 companies in the market research sector and also maintained this position in 2008.
2. Economic and financial development
2.1 Introduction
The GfK Group prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (ifrs). The financial data for the sectors and regions originate from the Management Information System.
For GfK, the order position is an important early indicator for the future development of the Group’s business. The development in the assured volume of orders in relation to the expected annual sales for the financial year is determined monthly. This ratio is a central management parameter for the Group and is monitored by the management of GfK in a timely manner. In general, around half the planned annual sales are already reported as assured contracts in the first quarter.
The picture varies from sector to sector. In Media, for example, multi-year contracts were concluded for continual tv audience research. In the panel-based Retail and Technology sector, contracts are largely renewed in the first three months of the financial year. As a result of the lower proportion of continuous data collection in Custom Research and greater weighting for ad hoc studies, incoming orders in this sector tend to be more evenly spread across the whole of the financial year.
Economic and financial development: GfK Group
Top 10 of the Consumer Research Sector
Company
Sales 2007 usd million
Growth
in %1)
1 The Nielsen Company, usa 4,220.0 12.7
2 ims Health, usa 2,192.6 6.0
3 Taylor Nelson Sofres, uk 2,137.2 5.4
4 GfK Group, Germany 1,593.2 5.8
5 Kantar Group2), uk 1,551.4 2.7
6 Ipsos, France 1,270.3 9.1
7 Synovate, uk 867.0 7.8
8 iri, usa 702.0 5.6
9 Westat, usa 467.8 10.4
10 Arbitron, usa 352.1 6.9
1) Growth in national currency2) EstimateSource: esomar Industry Report 2008, published August 2008
Reconciliation of adjusted operating income
In eur million
2007
20071) adjusted
2008
Change in %
Operating income 136.4 125.6 128.9 + 2.6
Expenses and income in conjunction with restructuring and company transactions
0.0
0.0
4.6
–
Write-ups and write-downs of additional assets identified on acquisitions
30.1
30.1
24.1
– 19.9
Personnel expenses for share- based payments and long-term incentives
1.7
1.7
– 1.0
–
Other operating income less remaining other operating expenses
– 10.6
0.2
2.1
–
Total highlighted items 21.2 32.0 29.8 – 6.7
Adjusted operating income 157.6 157.6 158.7 + 0.7
1) Excl. effects on income resulting from the settlement with ubm
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2.2 GfK Group: successful income development
Sales and income
GfK increased its sales in 2008 by eur 58.4 million to eur 1,220.4 million. With organic growth of 5.5%, sales growth again out-performed the industry.
At eur 379.8 million, gross income from sales almost matched the previous year’s level (2007: eur 380.7 million). The above rise in sales is countered by a rise in the cost of sales of eur 59.2 million to eur 840.6 million (2007: eur 781.4 million). In contrast, selling and general administrative expenses declined. These amounted to eur 248.9 million in the financial year 2008 compared to eur 252.0 million in the previous year. Selling costs in 2007 included impairment losses on customer relations amounting to eur 6.9 million. These declined in 2008 to eur 1.1 million.
income increased by eur 1.1 million from eur 157.6 million to eur 158.7 million. The operating margin was again high at 13.0%. In the previous year, the margin amounted to 13.6%.
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Development of earnings1)
In eur million
2007
20072)
adjusted
2008Change
in %
Sales 1,162.1 1,162.1 1,220.4 + 5.0
Cost of sales – 781.4 – 781.4 – 840.6 + 7.6
Gross income from sales 380.7 380.7 379.8 – 0.2
Selling and general administrative expenses
– 252.0
– 252.0
– 248.9
– 1.2
Other operating income 25.8 15.6 54.3 + 247.9
Other operating expenses – 18.1 – 18.7 – 56.3 + 202.3
eb�itda 199.1 188.4 192.0 + 1.9
as a percentage of sales 17.1 16.2 15.7 –
Adjusted operating income 157.6 157.6 158.7 + 0.7
as a percentage of sales 13.6 13.6 13.0 –
Highlighted items – 21.2 – 32.0 – 29.8 – 6.7
Operating income 136.4 125.6 128.9 + 2.6
as a percentage of sales 11.7 10.8 10.6 –
Income from participations 3.0 3.0 3.9 + 28.2
eb�it 139.4 128.6 132.8 + 3.2
as a percentage of sales 12.0 11.1 10.9 –
Financial income 7.9 7.9 16.0 + 102.6
Financial expenses – 30.2 – 32.3 – 35.8 + 10.7
Net financial income – 22.3 – 24.4 – 19.8 – 19.0
Income from ongoing business activity
117.1
104.2
113.0
+ 8.4
Tax on income from ongoing business activity
– 25.7
– 25.3
– 31.0
+ 22.2
Tax ratio in % 21.9 24.3 27.4 –
Consolidated total income 91.4 78.9 82.0 + 4.0
Attributable to equity holders of the parent
83.2
70.7
73.2
+ 3.5
Attributable to minority interests 8.2 8.2 8.8 + 8.6
Consolidated total income 91.4 78.9 82.0 + 4.0
Earnings per share (undiluted) in eur
2.33
1.98
2.04
+ 3.0
1) Rounding differences may occur 2) Excl. effects resulting from the settlement with ubm
highlighted items include amortization, impairments and write-ups on hidden reserves disclosed as part of purchase price allocation amounting to eur 24.1 million (2007: eur 30.1 million). These relate to the balance of scheduled amortization and depreciation which was unchanged year-on-year at eur 14.8 million, impairments of eur 10.5 million (2007: eur 16.2 million) and value write-ups of eur 1.2 million (2007: eur 0.9 million).
The highlighted items include income and expenses relating to reorganisation and business combinations which netted out at eur –4.6 million. These include expenses amounting to eur 11.0 million, which were incurred from the planned amalgamation with Taylor Nelson Sofres (tns), primarily including expenses for consultancy services, as well as commitment fees for bank loans and other expenses. These were offset by income from the break fee of eur 13.4 million. Furthermore, the item includes costs relating to the biss efficiency program of eur 5.8 million as well as costs for the transformation changing the legal form of GfK Aktien-gesellschaft to GfK se amounting to eur 1.2 million.
The highlighted items also include the remaining other operating income and expenses. Netted out, these amount to eur –2.1 million (2007: adjusted eur –0.2 million). This item includes a gain from exchange rate differences of eur 2.8 million (2007: eur 1.6 million).
operating income rose year-on-year by eur 3.3 million, or 2.6%, from an adjusted figure of eur 125.6 million to eur 128.9 million.
The personnel cost ratio, which expresses the ratio of personnel expenses to sales, stood at 40.5% (2007: 40.0%). In absolute terms, personnel expenses stood at eur 494.3 million (previous year: eur 465.2 million).
Scheduled depreciation and amortization, especially on software and office equipment, increased by 6.8% from eur 44.2 million in the previous year to eur 47.2 million. There were also impairments of eur 13.2 million (2007: eur 16.4 million). The balance of write-ups and depreciation was reduced by a reversal of impairment losses amounting to eur 1.2 million (2007: eur 0.9 million).
The GfK Group increased eb�it by 3.2% compared to the adjusted figure for the previous year from eur 128.7 million to eur 132.8 million.
eb�itda rose from the adjusted figure of eur 188.4 million in the previous year by eur 3.6 million to eur 192.0 million in financial year 2008.
income from participations increased considerably from eur 3.0 million in the previous year to eur 3.9 million in 2008.
net financial income, which is the balance of financial income and expenses, amounted to eur –19.8 million in financial year 2008. This represents a considerable improvement on the previous year, when adjusted other financial income would have stood at eur –24.4 million. Through active management and the targeted use of
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The changes on the liabilities side stem from the decline in other non-current liabilities of eur 9.0 million, which mainly related to purchase price obligations for minority interests in China which have meanwhile been paid, as well as a fall in trade payables by eur 8.0 million.
In addition, equity fell by eur 9.3 million from eur 509.6 million in 2007 to eur 500.3 million. A rise in retained earnings of eur 60.2 million was countered by a decline in earnings and expenses recognized directly in equity of eur 74.3 million. The major portion of these items is attributable to currency fluctuations not affecting income, which in 2008 was mainly caused by the sharp fall in the value of the British pound (around eur – 43 million).
As of December 31, 2008 the equity ratio remained unchanged on the previous year’s high level at 34.6%.
derivative financial instruments, the income from currency hedging contracts rose significantly and made a material contribution to the positive development.
Overall, this led to a pleasing increase in the income from ongoing b�usiness activity of 8.4% from the adjusted figure of eur 104.2 million to eur 113.0 million in 2008.
At 27.4%, the income tax ratio was 3.1 percentage points above the adjusted ratio for the previous year of 24.3%. In 2007, several special effects led to a lower tax ratio.
The GfK Group therefore increased its consolidated total income by eur 3.1 million from the adjusted figure of eur 78.9 million in the previous year to eur 82.0 million in 2008. This equates to a rise of 4.0%.
Asset and capital position
Compared with the previous year, the total assets of the GfK Group decreased by eur 24.1 million to eur 1,446.6 million.
On the assets side of the balance sheet, the eur 3.3 million drop in non-current assets was attributable to several effects: goodwill fell by eur 9.2 million. Tangible assets increased by eur 11.3 million, particularly through the expansion of digital metering technology in tv research. Shares in associated companies rose by eur 6.8 million primarily as a result of the acquisition of a minority holding in DmrKynetec. This was countered by deferred tax assets of eur 14.2 million.
The change in current assets of eur –20.9 million essentially comprises a fall in trade receivables as well as other current assets and deferred items. In addition, the assets held for sale in the previous year amounting to eur 9.5 million no longer applied in 2008.
Economic and financial development: GfK Group
The GfK Group: Income and consolidated total income 2004 – 2008 in eur million
2004 + 82.9
+ 53.1
2005 + 125.1
+ 67.5
2006 + 150.5
+ 71.2
20071) + 157.6 + 78.9
2008 + 158.7
+ 82.0
Income Consolidated total income
1) Consolidated total income for 2007 adjusted by the special effect from the ubm settlement
amounting to eur 12.5 million
Development of balance sheet growth
In eur million
31.12.2007
31.12.2008
Change in %
Share of total assets
in %
Assets
Non-current assets
1,088.3
1,085.0
– 0.3
75.0
Current assets
382.5
361.6
– 5.5
25.0
Liabilities
Equity 509.6 500.3 – 1.8 34.6
Non-current liabilities
458.2
448.5
– 2.1
31.0
Current liabilities
503.0
497.8
– 1.0
34.4
Total assets 1,470.8 1,446.6 – 1.6 100.0
Development of equity ratio 2004 – 2008 in %
2004 45.6
2005 28.6
2006 31.2
2007 34.6
2008 34.6
GfK_65
Investment and finance
The GfK Group ensures that its investments are timely and suitably balanced in relation to business development. For management purposes, the Group differentiates between ongoing investment, project investment and financial investment. The investment activity in ongoing investment primarily covers new and replacement purchases of tangible and intangible assets.
For an innovative market research company, investment in panel expansion and switching to digital recording devices, the expansion and extension of production and evaluation systems as well as the development of new measurement technologies, is essential. This project investment is generally reported to the management at regular intervals during the year as part of the management information system. They make a decisive contribution to securing the future success of the company through the expansion of its leading edge in technology and raising the entry barriers for potential competitors. Overall, the range for ongoing and project investment regularly amounts to between 4% and 5% of sales. In addition, the GfK Group regularly invests in the expansion of the international network. Above a certain minimum level, this financial investment is subject to approval of the Supervisory Board.
In 2008, GfK spent eur 101.5 million on investments (2007: eur 73.7 million). Of this investment, eur 50.5 million (2007: eur 49.2 million) related essentially to the procurement of software, office equipment and other tangible assets and eur 49.0 million (2007: eur 22.8 million) to the acquisition of consolidated companies and other business units.
With cash flow from ongoing b�usiness activity of eur 145.8 million (previous year: eur 168.1 million), capital expenditure was fully financed. After a sharp decline in working capital in the previous year, the very low level at the start of 2008 could not be maintained, resulting in a rise in working capital by eur 11.4 million by the year-end.
Taking account of expenses relating to capital expenditure amounting to eur 50.5 million, free cash flow totaled eur 95.3 million (2007: eur 118.9 million). Acquisitions in the financial year 2008 were therefore fully financed.
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net indeb�tedness, defined as the balance of cash, cash equiva-lents and short-term securities less interest-bearing liabilities and pension obligations, rose slightly by eur 8.6 million from eur 472.9 million to eur 481.5 million. The main reason for this rise was the increase in pension provisions.
gearing, which is the ratio of net indebtedness to equity, rose marginally in financial year 2008 to 96.2% (previous year: 92.8%). The ratio of net indebtedness to the key financial ratios ebit, ebitda and free cash flow remained largely stable.
Development of free cash flow
In eur million
31.12.2007
31.12.2008
Change in %
Cash flow from ongoing business activity
168.1
145.8
– 13.3
Capital expenditure – 49.2 – 50.5 + 2.5
Free cash flow before acquisitions, other investments and asset disposals
118.9
95.3
– 19.8
Acquisitions – 22.8 – 50.6 + 121.8
Other financial investments – 1.6 – 0.3 – 78.2
Asset disposals 3.4 1.1 – 67.8
Free cash flow after acquisitions, other investments and asset disposals
97.9
45.5
– 53.6
Development of net indebtedness
In eur million
31.12.2007
31.12.2008
Change in %
Liquid funds 37.8 36.7 – 2.9
Short-term securities and time deposits
0.8
0.9
+ 11.8
Liquid funds and short-term securities
38.6
37.6
– 2.5
Liabilities to banks
387.3
389.4
+ 0.5
Pension obligations 34.8 41.5 + 19.4
Liabilities from finance lease
13.6
14.3
+ 5.3
Other interest-bearing liabilities
75.8
73.9
– 2.5
Interest-bearing liabilities
511.5
519.1
+ 1.5
Net indebtedness – 472.9 – 481.5 + 1.8
Gearing and ratio of net indebtedness to ebit, ebitda and free cash flow
2007
20071) adjusted
2008
Gearing (net indebtedness/equity) 92.8 % 92.8 % 96.2 %
Net indebtedness/ebit 3.39 3.67 3.63
Net indebtedness/ebitda 2.38 2.51 2.51
Net indebtedness/free cash flow 3.98 3.98 5.05
1) Excl. effects resulting from the settlement with ubm
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time the authorization comes into force. The new authorization applies until November 20, 2009. The authorization to acquire own shares can be exercised by the company, or by third parties for the account of the company, in whole or in part, once or on several occasions, to meet one or several purposes. The acquisition takes place as the Management Board chooses through an offering addressed to all shareholders or by means of a public call to issue such an offer or via the stock market. The shares acquired by virtue of the authorization can be also be sold by means other than via the stock market or through an offering to all shareholders, providing the cash price for the shares at the time of the sale is not significantly below the stock exchange price for similar shares in the company. The number of shares for sale may not exceed a maximum of 10% of the share capital of the company at the time the resolution was passed by the Annual General Meeting on May 21, 2008 or – if lower – 10% of the registered capital of the company at the time of the sale of the shares. If the Management Board makes use of the authorization to call in its own shares in the company, this is carried out such that the share capital is reduced. In deviation from this, the Management Board can decide that the share capital will not change as a result of the call-in and that the proportion of other shares in the share capital will increase as a result of the call-in pursuant to section 8 para. 3 of the German Stock Corporation Act. In this case, the Management Board is authorized to amend the number of shares in the Articles of Association. The authorization to use the shares acquired can be exercised once or on more occasions, separately or together, for all or part of the volume of own shares acquired and with the exception of calling in shares, can be carried out by third parties for the account of the company. The subscription right of sharehol-ders to own shares is excluded to the extent that the shares are being used as part of a merger of acquisition of companies, parts of companies, participations or to discharge obligations under the convertible bonds and/or stock options to be issued in the future or for disposal via the stock market or by other means.
GfK se does not have any compensation agreements in the event of a takeover offer with the members of the Management Board and the employees.
2.4 Sectors: spotlight on consumers and markets
GfK offers its clients from the consumer goods and pharmaceuticals industry, retail, media and the service sector, a comprehensive range of information and consulting services in a total of three sectors. These deliver the fundamental knowledge which GfK clients need to make their marketing decisions.
custom research: The Custom Research sector supplies information and consulting services for operational and strategic marketing decisions in over 30 countries, and via partnerships in more than 60 countries.
2.3 Mandatory information under company law (Section 315 para. 4 hgb�, German Commercial Code)
By resolution of the Annual General Meeting on May 21, 2008, GfK se was created by changing the legal form of GfK Aktien-gesellschaft (district court Nuremberg hrb 9398) (pursuant to Section 2 para. 4 in conjunction with Section 37 se-vo, European company law). The share capital of GfK Aktiengesellschaft became the share capital of GfK se at the same level as at the date of conversion and with the same denomination into no-par value bearer shares as at that date.
The share capital of GfK se amounts to eur 150,296,541.94 divided into 35,947,363 no-par value bearer shares. There are no restrictions in the Articles of Association relating to voting rights or the assignment of shares. All shares carry the same rights.
GfK-Nürnberg e.V., Berlin, has a direct holding of 56.96% of the voting rights in GfK se. The company has not received notification of any other shareholders with a stake of 10% or more of the capital.
Employees with an interest in the capital exercise their voting rights directly.
Pursuant to Article 5 of the Articles of Association of GfK se, the Supervisory Board is responsible for determining the number of members of the Management Board. The Supervisory Board appoints the members of the Management Board for a maximum period of five years. Appointment for one term or several reappointments for a maximum term of five years is permitted. The Supervisory Board may appoint one member of the Manage-ment Board as the ceo and one or more as Deputy ceos. In addition, the legal regulations on appointing and removing members of the Management Board (sections 84, 85 of the German Stock Corporation Act, AktG) apply. The Articles of Association do not contain any regulations that exceed the statutory require-ments of sections 133, 179 of the German Stock Corporation Act (AktG).
The authorization to acquire own shares dated May 23, 2007 has been rescinded for the period from the coming into force of the following new authorization. By resolution of the Annual General Meeting on May 21, 2008, GfK se is authorized to acquire shares in GfK se and to resell own shares held. The shares may be acquired in order to offer them to third parties as part of a merger of companies or acquisition of a company, part of a company or participation or to enable the company to discharge its obligations in relation to any convertible bonds and/or share options to be
issued by it or its Group companies in the future. The same applies for calling in shares and the resale of shares on the stock market. Trading in own shares is not admissible. The repurchase of shares is limited to a maximum of 10% of the share capital in place at the
Economic and financial development: GfK Group
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Custom Research offers a broad spectrum of services which include tests and studies, in particular, for product and pricing policy, brand management, communications, distribution and customer loyalty. GfK monitors products and services from development and launch through maturity to the degeneration phase. The sector’s portfolio comprises continually collected data, for example from household and doctor panels, as well as ad hoc studies tailored specifically to individual questions. The data source for the Custom Research sector is provided by consumers and physicians (point of consumer and physicians).
The Custom Research sector comprises the segments Consumer Tracking, HealthCare, Automotive, Business and Technology, Financial Services, Consumer and Retail, Other Custom Research, Custom Research Central and Eastern Europe, Custom Research Latin America, Custom Research Asia and the Pacific as well as the multi-segment Custom Research.
retail and technology: Point of sale is the data source for the Retail and Technology sector. The sector supplies clients with information and consulting services based on retail data from continuous surveys and analyses of sales of technical consumer goods and services in the retail sector in more than 70 countries worldwide. The services comprise regular surveys on the market segments office communications, photographic technology and optics, electrical household appliances, information technology, telecommunications, sports equipment, tourism and consumer electronics and entertainment media.
media: The Media Sector delivers information services on range, intensity and nature of media usage and acceptance in more than 20 countries in Europe and the usa. The data source for the Media sector stems from the media (point of media).
The services are directed at clients from media companies, agencies and the branded goods industry. The range of available services includes continuous, as well as special one-off studies and analyses. The data sources for the Media sector come from tv, radio, print, outdoor advertising and online.
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other: The sectors are supplemented by the Other division, which, in particular, covers GfK’s central services for its subsidiaries and other services not related to market research. The division mainly includes some elements of GfK Switzerland, GfK Data Services, GfK Methoden- und Produktentwicklung and departments of GfK Group Services.
Economic development: successful rise in sales and income
In 2008, the GfK Group continued the successful business develop-ment of the previous year and further increased sales and income.
Breakdown of growth of sales and income in %1)
Total growth
+ 5.0 + 0.7
Growth from acquisitions
+ 2.5 + 2.2
Organic growth
+ 5.5 + 0.7
Currency effects
– 2.9 – 2.1
Sales Income
1) Rounding differences may occur
Proportion of sector sales to total sales in %1)
1) Rounding differences may occur
Custom Research64.1
Other 0.3
Retail and Technology 24.9
Media10.7
Proportion of sector income to total income in %1)
1) Rounding differences may occur; “Other” – 2.3 % not taken into account on the chart
Custom Research35.3
Media 15.0
Retail and Technology52.0
Margin by sector in %
Custom Research
8.6 7.2
Retail and Technology
25.8 27.2
Media
20.6 18.3
Actual 2007 Actual 2008
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custom research: Custom Research is the sector with the highest sales in the GfK Group and more than half of the total sales are generated here. Custom Research increased its sales slightly in 2008 by 1.3% to eur 782.8 million. Of this, organic growth accounted for 2.4 percentage points, while acquisitions added 2.6 percentage points. The development in business activities in the regions Central and Eastern Europe, Latin America and Asia and the Pacific was particularly pleasing. In addition, GfK improved its market position in Australia through the takeover of the Blue Moon Group and in Turkey through the acquisition of Bilesim International. Currency effects reduced overall growth by 3.7 percentage points.
The Custom Research sector generated operating income of eur 56.1 million in 2008. Compared to the previous year, income declined by 15.3%. Of this, minus 2.0 percentage points were attributable to currency effects. Acquisition-related changes contributed 1.7 percentage points to overall growth. A con-siderable portion of the fall in income was due to the regional differences in the HealthCare business. While HealthCare companies in Germany, Latin America and Asia and the Pacific recorded pleasing growth rates, sales and income at the us American and British companies slowed. The American pharma-ceuticals industry is fighting against a slump in sales caused by generics, the time-consuming process for approval of new, patented products as well as numerous inspections from both political and regulatory aspects. Comprehensive restructuring measures were implemented at the relevant HealthCare business
Economic and financial development: sectors
units to counter this trend. These measures were completed by the start of 2009 and will generate significant cost savings. The decline in income is also attributable to the automotive segment.
The global financial and economic crisis led to contracts not being renewed in the last quarter of the financial year and this was partially offset by the two multi-year contracts signed in relation to Brand Monitor and Mystery Shopping activities in October in this segment.
The Custom Research sector achieved a margin of 7.2% in 2008 compared to 8.6% in the previous year.
retail and technology: The Retail and Technology sector ended financial year 2008 very successfully. It increased its sales considerably by 16.6% to eur 304.1 million, thereby exceeding the eur 300 million mark for the first time. This corresponds to the highest percentage total growth in the GfK Group. Organic growth improved year-on-year by 2.4 percentage points to 14.0 percentage points. The outstanding rise in sales was due in part to the systematic expansion of the range of services and the growing frequency of reports. The basis for this is the global production and reporting system, StarTrack. Moreover, the sector further expanded its network in financial year 2008, particularly in the regions Western Europe/Middle East/Africa as well as Asia and the Pacific. Overall, acquisitions contributed 3.2 percentage points to the growth in sales, while currency effects reduced growth by 0.6 percentage points.
Custom Research: breakdown of growth of sales and income in %1)
Total growth
– 15.3 + 1.3
Growth from acquisitions
+ 2.6 + 1.7
Organic growth
– 15.0 + 2.4
Currency effects
– 3.7 – 2.0
Sales Income
1) Rounding differences may occur
Custom Research: key figures1)
In eur million
2007
2008
Change in %
Sales 773.0 782.8 + 1.3
Income 66.2 56.1 – 15.3
Margin in % 8.6 7.2 – 1.42)
Number of employees 5,632 5,876 + 4.3
1) Rounding differences may occur2) Percentage points
Retail and Technology: key figures1)
In eur million
2007
2008
Change in %
Sales 260.8 304.1 + 16.6
Income 67.3 82.6 + 22.8
Margin in % 25.8 27.2 + 1.42)
Number of employees 2,458 2,757 + 12.2
1) Rounding differences may occur2) Percentage points
Retail and Technology: breakdown of growth of sales and income in %1)
Total growth
+ 16.6 + 22.8
Growth from acquisitions
+ 3.2 + 3.4
Organic growth
+ 14.0 + 21.0
Currency effects
– 0.6 – 1.7
Sales Income
1) Rounding differences may occur
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Retail and Technology also recorded the highest percentage overall growth in income. There was a disproportionately high increase in income of 22.8% to eur 82.6 million in this sector, which has the highest income in the GfK Group. Organic growth contributed excellent 21.0 percentage points to overall growth, while 3.4 percentage points were attributable to acquisition-related changes. In contrast, currency effects reduced growth by 1.7 per-centage points.
At 27.2%, the margin in Retail and Technology is considerably higher than the previous year’s figure of 25.8%, and is again the highest margin of all the sectors.
media: Sales in the media sector amounted to eur 130.1 million in 2008. This represents a significant rise of 4.5% on the previous year. Developments in the regions North America and Central and Eastern Europe were particularly pleasing. The North American subsidiary gained additional market share through new products especially. Against the backdrop of the difficult market environ-ment, developments in this subsidiary were slower in the last quarter of 2008. In the Ukraine, GfK won a multi-year contract in media usage. There were other successful contract renewals, including in the uk with the renewal of the bbc Cross Media contract and in Belgium for tv audience measurement and radio audience measurement. Of the overall growth, 7.3 percentage points were attributable to organic development. Currency effects reduced income by 2.7 percentage points. There were no acquisition-related changes.
At eur 23.8 million, income in the sector was below the previous year’s figure of eur 25.7 million. Income in the financial year was adversely affected by investment in and costs for special production and evaluation software. Organic growth amounted to minus 4.0 percentage points. Currency effects led to a fall in income of 3.4 percentage points.
The margin of 18.3% is the second highest margin in the GfK Group.
other: Sales in the Other division fell by eur 0.2 million to eur 3.5 million (previous year: eur 3.7 million).
As a result of higher personnel expenses and higher costs for services and premises, the income shortfall in this division stood at eur 3.7 million in financial year 2008 (previous year: eur –1.5 million).
2.5 Regions: global competence in local markets The GfK Group operates a network consisting of its own subsidiaries in over 100 countries. In geographic terms, the business is divided into six regions:
germany – founded in 1934, GfK has been conducting research in its home market for 75 years. Since the 1960s, GfK has been extending its international network from its base in Germany.
western europe/middle east/africa – GfK has been active in Western Europe since the 60s and covers 17 countries in total. GfK is represented in 12 countries in the Middle East and in a total of 13 countries in Africa.
central and eastern europe – GfK established its first subsidiary here in 1989. Today, GfK has 27 companies covering 21 countries.
north america – GfK first represented in the usa in 1999 with a subsidiary. In 2005, GfK also entered the market in Canada. Three years later, in 2008, there are a total of 13 companies in the usa and Canada.
latin america – having started with its own company here in 2002, GfK now has 12 companies in 20 countries.
asia and the pacific – this region joined the GfK network in 1985. In 2008, GfK had 27 companies in 16 countries.
Media: key figures1)
In eur million
2007
2008
Change in %
Sales 124.5 130.1 + 4.5
Income 25.7 23.8 – 7.5
Margin in % 20.6 18.3 – 2.32)
Number of employees 559 594 + 6.3
1) Rounding differences may occur2) Percentage points
Media: breakdown of growth of sales and income in %1)
Total growth
– 7.5
+ 4.5
Growth from acquisitions + 0.0 + 0.0
Organic growth
– 4.0
+ 7.3
Currency effects
– 2.7 – 3.4
Sales Income
1) Rounding differences may occur
Other: key figures1)
In eur million
2007
2008
Change in %
Sales 3.7 3.5 – 7.0
Income – 1.5 – 3.7 N. A.
Number of employees 421 465 + 10.5
1) Rounding differences may occur
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Compared to the previous year, five of the six regions reported good organic growth in sales in financial year 2008. In the emerging regions of Central and Eastern Europe, Latin America as well as Asia and the Pacific, in particular, the GfK Group recorded dynamic double digit growth and further expanded its market position.
germany: As in previous years, the GfK Group was again the
undisputed market leader in Germany in financial year 2008.
In terms of sales, Germany was the second biggest region in 2008 with eur 316.1 million (previous year: eur 290.3 million). All of
the sales growth was organic and GfK recorded a rise of 8.9% in
the financial year compared to 7.7% in 2007.
western europe/middle east/africa: At eur 487.2 million, the highest contribution to sales in 2008 came from the region Western Europe/Middle East/Africa (previous year: eur 480.5 million) which therefore generated around 40% of Group-wide sales. Organic growth in sales amounted to a good 3.9%, while currency effects reduced sales by 4.1%. Acquisitions contributed 1.7 percentage points to growth in sales.
Economic and financial development: regions
Material changes in the GfK network
Company
Invest-ment activity
Stake changes in %
Sector
Region
Blue Moon Group Acquisition from 0 to 100
Custom Research Asia and the Pacific
Bilesim International
Acquisition from 0 to 100
Custom Research Central- and Eastern Europe
Societé V Asset deal Retail and Technology
Western Europe/Middle East/Africa
GfK Research Matters
Share increase
from 66 to 100
Custom Research Western Europe/Middle East/Africa
Shopping Brasil Majority acquisition
from 0 to 51
Retail and Technology
Latin America
Qosmos Minority interest
from 0 to 7.81
Retail and Technology
Western Europe/Middle East/Africa
DmrKynetec Minority interest
from 0 to 26
Custom Research Western Europe/Middle East/Africa
GfK Denmark Share increase
from 87 to 100
Custom Research Western Europe/Middle East/Africa
Chart Track Share increase
from 9 to 55
Retail and Technology
Western Europe/Middle East/Africa
GfK ms Nigeria Acquisition from 0 to 100
Retail and Technology
Western Europe/Middle East/Africa
GfK Albania Acquisition from 0 to 100
Custom Research Central- and Eastern Europe
The Arbor Strategy Group
Acquisition from 0 to 100
Custom Research North America
Market Insight Majority acquisition
from 0 to 74
Custom Research Western Europe/Middle East/Africa
GfK mediacontrol Latina sl
Majority acquisition
from 0 to 53.5
Retail and Technology
Western Europe/Middle East/Africa
Regional breakdown of sales in %1)
1) Rounding differences may occur
Germany25.9
Western Europe/Middle East/ Africa
39.9
Latin America 2.9
Central and Eastern Europe7.1
North America 18.0
Asia and the Pacific 6.1
Germany: key figures1)
In eur million
2007
2008
Change in %
Sales 290.3 316.1 + 8.9
Number of employees 1,714 1,746 + 1.8
1) Rounding differences may occur
Germany: breakdown of sales growth in %1)
Total growth + 8.9
Growth from acquisitions + 0.0
Organic growth + 8,9
Currency effects + 0.0
1) Rounding differences may occur
Western Europe/Middle East/Africa: key figures1)
In eur million
2007
2008
Change in %
Sales 480.5 487.2 + 1.4
Number of employees 3,341 3,526 + 5.5
1) Rounding differences may occur
Western Europe/Middle East/Africa: breakdown of sales growth in %1)
Total growth + 1.4
Growth from acquisitions + 1.7
Organic growth + 3.9
Currency effects – 4.1
1) Rounding differences may occur
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central and eastern europe: The GfK companies in the region Central and Eastern Europe increased their sales contribution by 19.3% to eur 87.2 million (previous year: eur 73.1 million). Organic growth in sales improved by 1.6 percentage points from
12.4% in the previous year to 14.0% in 2008. Currency effects led to a rise in sales of 1.0 percentage points, while acquisition-related growth made a positive contribution of 4.4 percentage points.
north america: As a result of the faster fall in the us dollar against the euro which was still strong, growth in sales declined by 6.1 percentage points due to currency effects. This is the main reason for the reduction in sales of 8.7% to eur 219.7 million (previous year: eur 240.7 million). In organic terms, sales dropped by 3.1%, while acquisitions made a slight positive contribution to sales of 0.5%.
latin america: Growth in the region Latin America was again
extraordinary dynamic in 2008. Compared to the previous year, the GfK Group increased its sales by an outstanding 32.7% to eur 35.5 million. With organic growth of 27.0 percentage points, this region reported the highest organic growth rate out of all the regions. Currency effects slightly reduced sales by 2.5%, while acquisitions increased sales by 8.2%.
asia and the pacific: GfK achieved the highest relative growth in sales in the region Asia and the Pacific in financial year 2008, with a rise of 47.3%. Sales increased from eur 50.8 million in 2007 to eur 74.8 million. At 18.6 percentage points, the region reported the second highest organic growth rate in the GfK Group after Latin America. GfK achieved a rise in sales of 27.3% from acquisitions and further expanded its market position in the region. Currency effects contributed 1.4 percentage points to sales growth.
Central and Eastern Europe: key figures1)
In eur million
2007
2008
Change in %
Sales 73.1 87.2 + 19.3
Number of employees 1,284 1,495 + 16.4
1) Rounding differences may occur
Central and Eastern Europe: breakdown of sales growth in %1)
Total growth + 19.3
Growth from acquisitions + 4.4
Organic growth + 14.0
Currency effects + 1.0
1) Rounding differences may occur
North America: breakdown of sales growth in %1)
Total growth – 8.7
Growth from acquisitions + 0.5
Organic growth – 3.1
Currency effects – 6.1
1) Rounding differences may occur
North America: key figures1)
In eur million
2007
2008
Change in %
Sales 240.7 219.7 – 8.7
Number of employees 1,092 1,039 – 4.9
1) Rounding differences may occur
Latin America: key figures1)
In eur million
2007
2008
Change in %
Sales 26.7 35.5 + 32.7
Number of employees 403 525 + 30.3
1) Rounding differences may occur
Latin America: breakdown of sales growth in %1)
Total growth + 32.7
Growth from acquisitions + 8.2
Organic growth + 27.0
Currency effects – 2.5
1) Rounding differences may occur
Asia and the Pacific: key figures1)
In eur million
2007
2008
Change in %
Sales 50.8 74.8 + 47.3
Number of employees 1,236 1,362 + 10.2
1) Rounding differences may occur
Asia and the Pacific: breakdown of sales growth in %1)
Total growth + 47.3
Growth from acquisitions + 27.3
Organic growth + 18.6
Currency effects + 1.4
1) Rounding differences may occur
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3. Research and development
The development of innovative methods and systematic further development of established research instruments is of central importance to the GfK Group in order to intensify existing customer relationships and attract new customers. For this reason, the continual development of innovative methods and instruments constitutes an important part of day-to-day business operations. Most of the necessary development work is carried out by GfK Methoden- und Produktentwicklung in Nuremberg. The 22-strong team focuses on questions relating to statistics and methods, defining populations, optimizing random samples and extrapolation procedures as well as program concepts for data collection and analysis software. In addition, the individual sectors and subsidiaries – sometimes in cooperation with clients, universities and manage-ment consultants – also carry out projects on a decentralized basis, especially those which serve to establish new information services in consumer goods markets, countries or regions. GfK worked on the following research and development projects in 2008.
3.1 GfK Methoden- und Produktentwicklung
In cooperation with the Marketing faculty at the University of Saarbrücken, GfK Methoden- und Produktentwicklung developed the GfK EmoSensor for the Custom Research sector. This instru-ment can record the emotions triggered in consumers by marketing measures such as tv spots or new products on a differentiated basis.
The hierarchical b�ayes method was used to estimate price elasticities for data from the household panel for the first time in 2008. This method can be used to determine the price elasticities for a brand, even when the data available is actually insufficient. To make up for the deficit, data from other brands is used in order to obtain an optimum assessment that takes account of all information. This provides clients with stable results, even when the data situation is not ideal.
In the field of conjoint analysis, GfK used the genetic algorithm for product optimization with the hilca (Hierarchical Individual Limit Conjoint) software for the first time. hilca is aimed at optimizing products that can be described by a large number of properties. Computerized run-throughs of all possibilities in full usually fail because of the huge number of possible combinations. Here, the genetic algorithm helps deliver a speedy, targeted and virtually optimum result.
3.2 Custom Research
GfK Custom Research North America developed an innovative software solution known as gfk smart (Superior Mystery Shopping Administration and Reporting Technology) that improves the research process for complex mystery shopping projects. It also enhances the speed and quality of interpretations. The GfK Mystery Shopping test method is used, for example, to analyze the service quality provided by supermarkets, restaurants, insurance companies and banks and to determine measures to optimize service quality.
An innovation at GfK subsidiary GfK Strategic Innovation is the GfK NewProductWorks® (npw) database. This is the world’s largest data collection covering all the product innovations successfully launched in the market in the last 25 years. The database catalogues product and brand positioning, core statements and slogans. It enables links to be established between developments within individual categories and sectors as well as across the categories and sectors. Based on the theory that successful innovations emerge and evolve from concepts that are already accepted by consumers, GfK is able to make forecasts regarding the future development of certain products and categories.
Together with a Milan-based electronics manufacturer, Italian subsidiary GfK Eurisko developed GfK dialogatore. This device looks like an organizer and has a touch screen, microphone, speakers, a camera, sound matching options and a gps system. It is suitable for all types of questions in a panel and panel members can use the GfK Dialogatore to scan in the bar codes of products, newspapers and magazines. Through the sound matching options, the device can also be used for interviewing tv- and radio audiences. The device is fitted with a gprs modem so the data can be transferred continually by telephone to a central computer for analysis and reporting.
The GfK target group profiler (tgp) identifies core groups for marketing, that is households or persons with the highest potential for a particular brand. The focus is on people who so far have rarely or never bought the brand but display a high level of the characteristics that define the group of regular buyers. These represent groups that can be brought closer to the brand with targeted marketing. The tgp analyzes circumstances, lifestyles, and consumer preferences in products, stylization and food for this target group. Individual marketing measures are derived from the results.
How will a planned price increase affect individual target groups? GfK price performance planner (ppp) was developed to carry out this type of simulation. The impact on unit sales and sales revenue resulting from a change in price is determined on the basis of a market model. The modeling includes all brands in the relevant competitive environment as well as purchases in discount stores. The relevant brands and stores where they are purchased per household are known. Information is also available as to which brands are offered in what stores at what price. The
Research and development
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instrument also takes the loyalty of households to individual brands and stores into account. If the price of a brand in a store increases and this exceeds the consumer’s price threshold, the consumer has the option of buying the brand in a different store where it is cheaper or choosing an alternative brand in the same store. The third option is to delay the purchase for a certain amount of time and wait until the item is on special offer. This facilitates the simulation of complex scenarios which simultaneously take into account the price, frequency of promotions, distribution, advertising, time and competitors’ response factors.
GfK segment tracker is used to identify the needs and motives of people in the medical field with regard to their preferences in terms of sales promotions. The instrument was developed by the us subsidiary GfK Market Measures in 2008. It helps clients in the pharmaceuticals industry target their customers correctly so that they can meet the various needs and requirements of doctors. GfK Segment Tracker splits doctors into six different groups according to how they evaluate various advertising contacts or how they define the perception of their profession. This segmentation can assist pharmaceutical companies in making more effective marketing decisions. Marketing depart-ments can tailor content more specifically and better address the needs of the different doctors. Optimum use can be made of budgets, while maximizing doctor satisfaction and receipts and enhancing the advertising impact.
3.3 Retail and Technology
mob�ile content tracking and downloads was developed by the Retail and Technology sector, attracting a high level of awareness among the mobile phone and provider industry in 2008. Millions of mobile phone users download highly diverse mobile content onto their phones and this opens up increased advertising opportunities for companies. The research method is based on deep-packet inspection technology (dpi), which collects exact, standardized and detailed measurements for the three main sources of mobile content: Internet-based tv, computers and mobile phones. For GfK, dpi technology quite simply represents the audience measurement that clients need for commercial success on the world wide web.
3.4 Media
Markets and the media have changed considerably in the past few years with pressure from competition in the markets intensifying, target groups becoming increasingly fragmented, consumers becoming less transparent and media budgets spread across a growing number of media. Media planning that is based purely on socio-demographic features such as age, sex or income is no longer enough and additional information about consumers is required to reach them effectively and efficiently. To obtain this information, market researchers transfer features from one data source to another. Using this method, the Research, Consulting & Development department at GfK Fernsehforschung in Germany has developed four new instruments for the market:
Using t.o.m. fmcg tv (target optimizer for markets), data from the GfK ConsumerScan panel is transferred into the agf/GfK tv panel. Information about viewers not available from the tv panel data alone is made transparent through data fusion. The same principle is applied in t.o.m. pharma tv, only here the data is transferred from the GfK HealthCare panel. This can show which viewers occasionally buy a particular headache remedy, for example. tdw t.o.m. pharma can be used to record responses to print advertising, whereby information on purchasing supplied by the HealthCare panel is transferred into the Typology of Wishes (TdW), one of the leading market media studies. The TdW method is particularly suitable for this project, as it maps both general interest and pharmacy customer magazines. This instrument enables pharmaceutical companies to place advertising on a more targeted basis, while publishing companies can also use it to improve the positioning of their titles on the basis of buyer data. Combining this with t.o.m. Pharma tv also facilitates optimized cross-medial planning. The Internet is covered by web�.consumer. Here GfK uses data fusion to transfer buyer target groups from the GfK ConsumerScan panel into the United Internet Media (uim) customer database. This can be used to determine whether a certain consumer group looks at a particular Internet page especially frequently, so that companies can optimize the placement of their advertising accordingly.
4. Human Resources
The sustained internationalization of the GfK Group is accompanied by the increasing internationalization of its personnel activities.
The Human Resources International department, which is responsible for implementing the global Human Resources strategy and provides support to the operating units when introducing hr instruments, was strengthened in 2008. The service offering was extended and cooperation increasingly expanded through the introduction of international project teams. The resultant processes for the introduction or optimization of hr will be presented to the local GfK companies at the annual Human Resources Conference before they are rolled out in the Group.
4.1 Scorecard and Best Practice award
The Human Resources scorecard was introduced in 2008 and is used to regularly measure the implementation of the global hr strategy using key performance indicators (kpis) such as staff turnover, the length of the recruitment process, the number and quality of applications, the quota of key positions filled internally and the number of management successors. This provides important information on the status of hr activities at regional and global level. The findings are incorporated in the long-term planning and indicate which instruments are proving effective.
In addition, the scorecard opens up the possibility of comparing the kpis, not just within the GfK Group but also externally, for example with other companies in the home market, and of setting targets for hr activities.
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Human Resources
The Best Practice Award was introduced in 2008 with regard to the communication and dissemination of effective personnel instruments and processes. Representatives of a large number of GfK companies select from the many candidates presenting their instruments to a group of hr representatives from all over the world. These are the best instruments in the recruit, refresh and retain categories. The candidates and the winners will be presented and receive their awards at the annual international hr Conference.
4.2 Global employee survey
GfK’s success depends to a great extent on the commitment of its employees at all levels. In the light of this, the GfK Group carried out its first global “Employee Engagement Survey” in 2008. The response rate was very good at 77%.
The Management Board and management are looking very closely at the results of the global employee survey and what they mean. In a process managed by hr International, the results of the Employee Engagement Index will be discussed with the employees from a global as well as regional and local perspective and measures derived to enhance engagement.
From now on, the Employee Engagement Index will be determined every year and forms a core part of hr’s activities.
4.3 Employees
The number of employees in the GfK Group rose in financial year
2008 by 622, or 6.9%, to 9,692 as of December 31, 2008.
With a total staff complement of 7,946, the number of employees at GfK companies abroad increased by 590 compared to 2007. In total, 82% of GfK employees work outside Germany, continuing the trend towards internationalization of the workforce.
In regional terms, around half of the total rise in personnel was attributable to Central and Eastern Europe and Latin America. The region Asia and the Pacific also saw the number of employees rise, but at 20% the region‘s share of the total personnel increase was lower than in previous years. As a result of adjustment measures, North America was the only region in the GfK Group to record a decline in the number of employees.
The number of employees increased in all sectors of the GfK Group. At 48%, most of the rise was attributable to the Retail and Technology sector, followed by Custom Research at 39%. While the increase in the Custom Research sector stemmed from the acquisition of new companies, in Retail and Technology, the Group’s presence increased organically in Central and Eastern Europe as well as Asia and the Pacific. Moreover, personnel numbers increased in the growth region of Latin America, partly as a result of the acquisition of a company in Brazil.
Number of employees by sector in %1)
Total 100% 9,692 full-time positions
1) Rounding differences may occur
Custom Research60.6
Other 4.8
Retail and Technology28.5
Media6.1
Number of employees by region in %1)
Total 100% 9,692 full-time positions
1) Rounding differences may occur
Germany18.0
Western Europe/Middle East/ Africa
36.4
Latin America 5.4
Central and Eastern Europe15.4
North America 10.7
Asia and the Pacific 14.1
4.4 Staff turnover: continues to vary sharply from region to region
The staff turnover rate at the GfK Group is the ratio of employee resignations in relation to the average number of employees in the Group in the financial year. In 2008, this indicator rose by 0.5 percentage points to 13.5% (previous year: 13.0%).
At 3.5% (previous year: 2.2%), the rate in Germany had increased
slightly, but was still the lowest rate of all GfK regions. Outside Germany, staff turnover varied sharply from region to region.
Compared to the previous year, employee retention improved significantly in Latin America and the staff turnover rate fell by
7 percentage points to 13.4%. In the dynamic market environment in the growth regions in Asia and the Pacific as well as Central and Eastern Europe, at over 20% the rates were similar to those in the previous year and again considerably higher than in the other regions.
4.5 Total remuneration and shares of the Management Board and Supervisory Board
Information on the remuneration of the Management and Supervisory Boards and their shareholdings is given in the tables and explanations in the remuneration report in the Corporate Governance report on page 15ff.
There were no loans or advances to members of the Management and Supervisory Boards.
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5. Organization and administration
The range of products and services offered by the GfK Group comprises information services based on market research data. The Group has faced the challenges posed by increasing globalization and has put in place an organizational structure that enables the local GfK companies to respond quickly and efficiently to opportunities in the market. This also applies to the head office department, GfK Group Services. GfK se functions as both the holding company and an operating unit. In Germany, the GfK Group’s network encompasses the parent company as well as ten consolidated, 19 associated companies and three minority interests. Worldwide there are 136 consolidated subsidiaries active in over 100 countries. The Group is based in Nuremberg.
5.1 Management Board, sectors and segments: new structure
The GfK Group was run by a Management Board consisting of six
members in 2008. The Chief Executive Officer (ceo), Professor Dr. Klaus L. Wübbenhorst, is responsible for the strategy of the
GfK Group, the executive personnel development strategy, the it strategy, contact with the executive bodies and participations
of a non-operational nature as well as research and development and Corporate Communications. The Chief Financial Officer (cfo),
Christian Weller von Ahlefeld, is responsible for the Financial Services, Human Resources and Central Services departments.
At the start of 2008, the five business divisions Custom Research, Retail and Technology, Consumer Tracking, Media and HealthCare were restructured to form the three sectors: Custom Research, Retail and Technology and Media. This structure is based on the assessment of market research services, which are essentially based on data that stems from a variety of sources. In the Manage-ment Information System, the sectors are further broken down into segments.
The Custom Research sector is led by the three Management Board members Petra Heinlein, Debra A. Pruent and Wilhelm R. Wessels. Within the sector, Petra Heinlein is responsible for the segments Financial Services, Consumer and Retail, Other Custom Research, Custom Research Central and Eastern Europe, Custom Research Latin America, Custom Research Asia and the Pacific as well as Multi-Segment Custom Research. Debra A. Pruent is responsible for the segments Automotive and Business and Technology, while Wilhelm R. Wessels heads up the segments Consumer Tracking and HealthCare.
The Retail and Technology sector is managed by Dr. Gérard Hermet and the Media sector by Wilhelm R. Wessels.
5.2 Administration: centralized approach for global services
In Group Services in the GfK Group, the Financial Services, Human
Resources, Central Services and Corporate Communications departments fulfil centralized functions throughout the Group. The Financial Services department includes Legal Services and Transactions, Group Reporting, Group Taxes, Group Treasury,
Business Insights, Best Practice as well as Projects & it. Financial Accounting and Operational Accounting in Financial Services and the Central Services department provide services for most of the companies in Germany. Outside Germany, the individual GfK companies are largely responsible for these services them-selves.
6. Purchasing
Purchasing traditional capital goods is of minor importance for market research activities. In Germany, this purchasing is carried out on a centralized basis by Central Services which is part of GfK Group Services, as well as by it Services which is part of GfK Data Services. This applies in particular for the purchase of work materials and standard office equipment.
it Services carries out centralized purchasing relating to standard software, hardware infrastructure and telecommunications for the German companies. With the support of the Chief Information Officer (cio), it Services also concludes Group-wide agreements and services enabling all companies in the GfK Group to purchase it goods and services at favorable terms and conditions. The cost budget for hardware, software and telecommunication services for the whole Group amounted to around eur 60 million worldwide, of which around eur 18 million was attributable to software.
7. Environmental protection
The careful and responsible use of natural resources is important to the GfK Group. Through directives and recommendations, all employees are urged to optimize consumption and observe the principles of recyclability when carrying out their business activities, especially with regard to the use of consumables. Central Services and it Services at GfK are responsible for the purchase and appropriate disposal of materials in Germany. Outside Germany, the individual GfK companies are responsible for these themselves.
8. Corporate Communications and marketing
Corporate Communications is responsible Group-wide for internal and external communications for the GfK Group and comprises the three departments Public Relations, Corporate Design/Corporate Identity and Investor Relations. The target groups include representatives from the media, the general public, employees, shareholders, investors and financial analysts. The Investor Relations department and its duties are outlined separately in the section “GfK shares” in the image section of this Annual Report.
To effectively supply this extensive corporate network and the general public throughout the world with information, the Corporate Communications department at head office made greater use of innovative, digital technologies in 2008. This included more webcasts, digital newsletters, rss (Rich Site Summary) feeds on the internet and the relaunch of the global online database.
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Opportunity and risk position
8.1 Corporate Communications: providing information using new and existing services
In the reporting year, GfK se published a total of 76 press releases in Germany, around 15% more than in 2007. The coverage in the print media comprised around 15,000 articles, an increase of 25% compared to the previous year.
Since the rss feed function was set up on the GfK Group’s website in May 2008, interested parties have been able to automatically subscribe to new content posted in the Press section of the website. By the end of 2008, this function was being used by 102,000 contacts.
GfK’s website recorded 6.6 million page views, around 15% more than in 2007. The Corporate Communications department processed 4,000 e-mail enquiries.
In December 2008, the company picture database, GfK Image-world, was relaunched, offering all employees worldwide access to a pool of over 6,600 images for print media, presentations or brochures.
8.2 Marketing: sharpening the brand image
Most of the marketing activities of the subsidiaries in the GfK Group are carried out independently, but in close consultation with Corporate Communications.
Trade fairs and conferences play a key role as marketing instru-ments. GfK either organized or participated in a total of 185 events. In addition, the GfK Group appeared at the main market research trade fairs: at the end of March as the silver sponsor at the arf (Advertising Research Foundation) Annual Convention (Re: think 2008) in New York, usa, as one of the main sponsors at the Esomar annual congress in Montréal, Canada in September and at the German market research trade fair Research & Results in Munich in November.
At the end of 2008, as a further Group-wide marketing measure in addition to the existing image campaign, Corporate Communications developed a new corporate design concept for advertisements, which should further harmonize and enhance the brand identity of GfK at international level.
9. Opportunity and risk position
The early identification, evaluation and professional management of risks represent the basis for GfK for leveraging the opportunities in the market research market in a responsible manner.
Risk and opportunity management in the GfK Group is continually reviewed and further developed. In 2008 for example, more improve-ments were made to systematic risk quantification. As in previous years, the Group’s external and internal auditors confirmed the effectiveness of GfK’s early opportunity and risk identification system.
9.1 Principles of opportunity and risk management:
integrated system
principles of risk management: To safeguard the continued success of the GfK Group in the market, the GfK Group must consistently exploit opportunities as they arise. However, no opportunity is without risk. To ensure the professional manage-ment of risks and guarantee the identification of resulting opportunities, risk policy principles were drawn up which form the basis for the entire opportunity and risk management system of the GfK Group. The key tenets of the system are:
Only those risks which are known can be managed.
Risks must be systematically assessed.
Risk management is a duty for everyone.
These principles are integral to the structures and business processes of the GfK Group.
responsib�ilities and functions:
Risk Management Coordinators The direct responsibility for early identification, management and communication of risks locally lies with the business manage-ment of the individual GfK companies. Local Risk Management Coordinators promote risk awareness and ensure that the prescribed central principles are implemented by the respective organizations.
Risk Management Committee
The Management Board has established a Risk Management Committee under the terms of its overall responsibility for the opportunity and risk management system whose standing members include the cfo as Chairman, the Global Head of Corporate Finance as well as an employee from the Business Insights department responsible for risk management. The Committee is charged with the continuous development and updating of rules for Group-wide efficient and functional opportunity and risk management. Beyond this, the Committee remit also extends to identifying relevant risks and notifying the Management and Supervisory Boards of the current risk position within the Group.
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Whistleblowing: taking the initiative GfK encourages all its staff to report any actual or suspected infringements of any statutory or internal regulations. Staff members can contact their superiors, the Risk Management Coordinators, Internal Audit or Human Resources. If employees do not wish to use these channels, they can also make an anonymous report under the terms of the whistleblowing regulations.
processes: In order to take full account of the opportunities and risks, the GfK Group applies an integrated opportunity and risk management strategy. This involves identifying and managing the strategic and operating risks and arising opportunities at the level of the various GfK companies, GfK regions, GfK sectors and Group level.
All principles, functions and processes of the GfK Group opportunity and risk management system are documented in a Group handbook to which all employees have access via the Group intranet, gfk4u.
The core of this system is the annual opportunity and risk inventory carried out by the managing directors and Risk Management Coordinators, covering developments relating to risks identified in the prior year and new risks that have emerged. Risks are assessed according to the probability of their occurrence and extent of potential damage for two consecutive years, so that concrete measures can be specified to manage them. In addition, the individual Management Board members responsible for the sectors identify the potential opportunities in their respective sectors. If the risk situation changes significantly or new risks arise during the year, ad hoc reporting measures ensure that the Management Board of the GfK Group is informed immediately.
A uniform Group-wide reporting system based on standard criteria guarantees that financial risks relating to current and future business development trends are monitored and that any opportunities arising are highlighted. Based on the com-mercial data provided by GfK companies, the Group Reporting and Business Insights departments produce monthly internal reports which provide information on any potential risks to business performance at an early stage. Further forecasts and budget projections during the year provide key indicators of any imminent commercial risks.
Comprehensive guidelines also form part of the internal controlling process in which all mandatory approval processes and authorization mandates are specified. Internal Audit checks the structure and functionality of the opportunity and risk management system at regular intervals. The subject of opportunity and risk management is also enshrined in all the audits carried out at subsidiary com-panies and the insights from these audits and recommendations made by the auditors in turn serve to further improve the system for early identification of risks and opportunities.
9.2 Assessing opportunities and risks: details
macro-economic: Despite the repercussions of the international economic crisis on the macro-economy which are currently still hard to forecast, some experts expect a recovery in the global economy as early as the second half of 2009. This assessment is based on the expansive monetary policy and economy programs in the main industrialized nations as well as weaker inflation due to lower energy prices. Sustained positive growth rates are also expected in Latin America and China for example.
The GfK Group operates worldwide and is highly diversified in terms of its client, market and product portfolios. Consequently, even a worsening in the macro-economy would not mean any significant acute risk to the Group. In addition, the stronger accent on Asia and the Pacific as well as Latin America as growth regions gives GfK good opportunities for further positive development in the overall market despite the weaker economic position in the traditional industrial states.
Consequently, the GfK Group does not anticipate any significant risks arising from macro-economic developments which might lead to any major erosion in orders or sales and income at Group level.
industry: The market research industry is unlikely to completely escape the unfavorable economic framework conditions. However, in the past it has proven to be relatively crisis-proof and less susceptible to economic influences than other segments in the marketing and advertising industry. With its global network, the GfK Group is a full service provider offering a wide spectrum of surveys and analyses and is therefore well placed to meet the challenges posed by the impact of the financial crisis and intensi-
fying competition.
GfK Group: integrated opportunity and risk management system
Group level Sector level
Company level
GfK integrated opportunity and
risk management system
Elements of the opportunity and risk management system
Reporting system
Other(e.g. security standards,
integration concepts, etc.)Guidelines
Risk manage- ment handbook
Opportunity and risk inventory
Exceptional risk reporting
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Furthermore, the difficult economic situation does open up opportunities for international market research companies in particular. For example, detailed analyses of the response and behavior of consumers in the crisis will become increasingly important, as will information on the sales potential of products in various countries. Through the fact-based consultancy approach enshrined in its strategy, the GfK Group is already ideally positioned to meet the increased need for consulting services on the part of companies.
sector opportunities and risks: Escalating concentration of the client base due to mergers and acquisitions is affecting all three GfK sectors. There is increased competition for the marketing budgets of major companies, however, the dependency of the GfK Group on such major companies continues to remain limited and in fact, the share of Group sales accounted for by the 10 top clients changed only slightly from 12% in 2007 to 14% in the reporting year.
The risks relating to operational business are also only limited, since none of the sectors generates more than 10% of Group sales with a single client. The global presence of the GfK Group further ensures that there is no substantial risk of any regional dependency.
Despite the financial crisis, the level of bad debts is also insignificant in GfK’s broad-based client portfolio and the liquidity position of the Group has not been detrimentally affected.
To optimize the income situation in all sectors on a permanent basis, GfK launched the Group-wide biss efficiency program (see also section 11.7. Development of the GfK Group), which will make a substantial contribution to GfK’s continued competitiveness.
The specific risks and opportunities in the individual GfK sectors are discussed below.
The portfolio in the custom research sector comprises continually gathered data and ad hoc surveys tailored exclusively to individual questions. In addition to the big, international groups, the ad hoc segment is dominated by a large number of smaller, local providers. This is due in part to the existence of market niches filled by smaller suppliers and in part to the fact that market entry barriers are lower, since they require a comparatively lower level of investment than continuous market research. Smaller market players frequently only cover a limited region or specialist segment, and are therefore more narrowly positioned in the market. Potential loss of orders to competitors in these segments, for instance, because of a possible price advantage, presents a risk here. This is countered by GfK with continuous analysis, use of cost cutting potential and ongoing optimization of the range of high quality, state-of-the-art products and methodologies on offer. A prime example here is the online portal, GfK Octopus, which clients can use to download and analyze data from surveys they have commissioned.
Opportunity and risk position
In syndicated business, large-scale surveys are carried out and offered to the market without any specific contract having been received. One of the risks is the high cost of preparing the surveys, when there are too few customers interested in buying the analyses. However, syndicated business is predominantly on offer where the experience of the past shows that there is an assured number of takers. At the same time, this business area offers high potential, since the smaller suppliers are not in a position to offer such studies and each additional customer significantly increases the contribution margin.
The impact of the international financial and economic crisis represents a challenge for the Custom Research sector, especially in the Automotive and Financial Services segments, as efforts to cut costs here will affect the companies’ market research budgets. National healthcare reforms, such as those in the usa, could mean budget restrictions by the pharmaceutical industry. Greater use of generic drugs is putting increasing pressure on the pharmaceutical manufacturers, which ultimately impacts on their market research budgets. The failure to obtain approvals from the Food and Drug Administration (fda) in the face of increased obstacles in light of the more stringent political climate presents a continuing problem in the HealthCare segment.
However, GfK is well equipped to deal with these problems as well as the intensified competition resulting from the economic situation. Long-standing customer relationships and a comprehen-sive portfolio of products and services provide GfK with a solid foundation for success, as do its valuable databases, comprehen-sive household panels and high data quality.
Global key account management has been developed further to respond to the requirements of major clients operating globally. In addition, customer expectations are evolving further in the direction of the cross-sector services offered by the GfK Group and the demand for online market research is continuing. Since GfK has been able to establish its online panels and techniques internationally at an early stage, the Group is well represented in this area. GfK’s online business benefits from the fact that clients are increasingly focusing on the quality of the research work carried out. There are new opportunities arising in the HealthCare segment, including in the field of medical devices and the wellness market which is continuing to boom.
In this market environment, GfK’s increasingly international network is an advantage as international groups, and therefore the top clients in the sector, consider this global aspect to be one of the key criteria when awarding contracts. The demand for market research in emerging markets in particular is also continuing. By expanding its presence in these growth regions, especially in Asia and the Pacific as well as Latin America, GfK is consolidating its reputation as a global player as well as generating additional business in local markets. Consequently, the further expansion of the Group’s presence is seen as the greatest opportunity for the Custom Research sector. Transferring existing market research instruments to new countries also leverages synergetic effects.
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An attractive and modern range of products and services will enhance the loyalty of existing clients and attract new ones to create fresh opportunities. In Austria for example, the successful switchover to scanning as the recording methodology in the Consumer Tracking household panels led to improved data quality, faster reporting and an increase in the product group spectrum. This new technology will now be gradually rolled out in the GfK companies in Central and Eastern Europe. The extension of functionalities offered by the web-based evaluation software Analyzeit also exploits the potential opportunity to enhance customer loyalty. The GfK smart software solution which improves the research process for mystery shopping processes and increases the quality of the evaluation is another example of innovative solutions in the Custom Research sector. The newly created position, Global Head of Innovation, highlights the importance GfK attaches to this new issue as an opportunity factor, especially in the current economic environment.
GfK is the leading global provider in the retail and technology sector and is well positioned in terms of risk with regard to dependency on major clients and data suppliers.
GfK is distinguished above all by its global network based on an uniform production and reporting system, as well as its own extensive database. The StarTrack platform is a sophisticated tool through which GfK offers up-to-date services to its clients with global operations. The consistently maintained technological edge in the market, systematic expansion of the service spectrum and consistent worldwide expansion are the strategic cornerstones used by the sector to exploit opportunities to further extend its market position. In addition to the increased expansion of Retail and Technology business activities in a number of African states, the sector’s position in the emerging markets is also being improved. The acquisition of Shopping Brasil for example strengthened its market position in Latin America and the growing entertainment business activities were also expanded.
For the future, increased reporting frequency, including in real time, where findings are delivered whilst data gathering is ongoing, also offers the sector further sales potential. The introduction of StarTrack-Explorer in 2008 offering a global standard format and in-depth analysis, which clients can use to speedily create reports tailored to their individual requirements online for the first time, further increases client loyalty and improves the already excellent competitive position of the sector.
A significant number of sales recorded by the media sector resulted from long-term fixed-volume contracts for continuous tv and radio audience research. The client relationships emerging from such contracts offer a range of opportunities. On the other hand, the associated dependency on major clients also presents a significant risk.
The current difficult market environment, especially in the us print segment, represents a challenge for the sector. Alongside intensified customer services, this risk will be countered in particular through the launch of new products in the market.
The new GfK tc Score measuring technology enables tv viewing at a later time, e.g. via fixed disk or dvd recorder, to be recorded. The development of the Evogenius international software platform represents a contemporary holistic instrument for the production and analysis of media usage data. In the future, analysis will also include information on radio, print and online usage. The growing interest in cross-media studies, which deliver information on the cross-media usage of a person combined with consumer and buyer data, also offers GfK additional opportunities.
Delays arose during the development work on the reporting element of the Evogenius media software compared to the original project schedule. Negotiations were held with the main customer, the German client on whose behalf the tv ratings are measured, to resolve the difficulties. As a result of these talks, GfK stopped development of its own reporting software and in return, was granted the right to sell and use tv Scope, the client’s software, on an international basis.
In recent years, the media market has been shaped by comprehen-sive changes. New broadcast technologies, digitization and altered tv audience behavior present particularly complex challenges to the measurement of tv consumption. For instance, the mobile tv offering is constantly on the increase and here, GfK is already very well positioned, with a high level of potential for the future. GfK has responded to out-of-home viewing, for example at major events and in public places, with mobile data measurement systems, such as MediaWatch, an electronic device integrated in a wristwatch which records the use of various media.
personnel risks: The developments in the economic environment also affect the labor market. However as before, recruiting and
retaining qualified staff remains one of the most important tasks for the GfK companies. GfK offers a varied qualification and further
training program and is constantly working on optimizing its personnel structures in order to recruit, integrate and keep management and specialist staff in the longer term. The findings from the Group-wide employee survey carried out for the first time in 2008 will also be used for this purpose.
financial risks: GfK has covered its financial requirement with a syndicated bank facility comprising a fixed euro and us dollar tranche and a variable revolving euro tranche. On the reporting date, the fixed tranches equated to eur 79.2 million and usd 74.8 million respectively and around 74% of the revolving credit totaling eur 250 million had been drawn down at the financial year-end. Under the terms of an agreement, the revolving credit line is available to GfK se until the end of October 2011. From October 2011 to October 2012, the amount reduces to around eur 218 million. In addition to the syndicated credit line, GfK also has bilateral credit lines amounting to around eur 58 million at its disposal, of which only a good 22% had been used by the year-end. In total, on the reporting date, the balance of remaining credit lines was eur 111.9 million (previous year: eur 165.3 million).
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interest rate hedging was reduced compared to the previous year in order to take advantage of falling interest rates in the money market and to utilize expectations of a lower level in the capital market for medium-term interest rate hedging.
As at the reporting date of December 31, 2008, the interest rate hedges had a positive fair value totaling eur 0.1 million. The counterparty risk in connection with the positive fair value of all derivatives is regarded as low, since transactions are only con-ducted with reputable German and international banks. In addition, the counterparty risk is reduced as transactions are spread across several banks.
legal risks: In many countries, such as Germany, the uk and France, the subject of apparent self-employment is still an issue. This harbors the risk that the interviewers and other freelancers working for GfK could become liable for social security contributions. GfK avoids additional costs by adjusting the employment terms to the respective national legislation as far as possible.
The planned amendment of the German Data Protection Act would make telephone market research in Germany more difficult. Together with Arbeitskreis Deutscher Markt- und Sozialforschungs-institute e.V. (adm), GfK has launched an initiative to exempt opinion and market research from the planned restrictions.
GfK is involved in civil proceedings in a number of different countries. However, the Management does not believe that these present any significant risks to the GfK Group.
risks ensuing from acquisitions: The acquisition of new companies and their integration into the Group are associated with risks. As part of its Excellence management training program, a tailored concept was developed which describes the sequence of measures required when integrating newly acquired companies and which clearly indicates the areas of responsibility. The participation of colleagues from the global GfK network ensures compliance with all the requirements from an operating and communications perspective.
Legal and accounting due diligence, usually carried out with the support of experienced local teams of consultants, alternative valuation methods and clear business plans are the precondition for an acquisition. In most cases, the vendor’s management remains with the company for several years as a minority share-
holder and/or director so as to ensure a clear motivation to assure the sustained success of the company.
To further strengthen the finance base and extend the investor group, despite the difficult market conditions, GfK se issued a eur 50 million loan note at the end of 2008. The loan note matures in November 2011 and the principal is repaid on maturity.
The funding elements indicated and an existing cash holding of around eur 37 million at the reporting date assure the sound financial basis of the Group.
Overall, although the GfK Group expects higher margins will be payable to its lenders, it does not anticipate any adverse liquidity-related impact on its business from the financial market crisis.
foreign currency risk: As a global company, the GfK Group is exposed to transaction and currency translation risks.
The transaction risk results from the sale and purchase of goods and services which are not paid for in the local currency of the respective GfK business unit. Based on the high proportion of local value creation of all GfK operating companies and the fact that they generate sales and incur expenses in local currency, the currency-related risk of the GfK Group is restricted. Group guidelines regulate that all GfK companies monitor their currency risks and hedge against currency fluctuations for projects over a certain size.
As a rule, GfK provides in-house financing in the local currency for subsidiaries. The ensuing currency risks in the Group’s Treasury are hedged using derivatives. Hedging transactions usually run for a maximum of 12 months. The offsetting effects of the underlying transaction and the currency hedge are recognized in the income statement and are consequently identifiable.
The currency translation risk is due to the fact that many GfK companies are outside the eurozone, while GfK reports its accounts in euro. In the consolidated financial statements, the balance sheets and income statements of companies outside the eurozone must be converted into euros. The translation-related effects from changes in exchange rates are shown under equity in the GfK consolidated financial statements. As the participations are generally of a long-term nature, GfK dispenses with hedging directly for net assets. Instead, the Group tries to use natural hedges to provide cover for participations. To do this, the financing is in the currency of the respective company, so that the currency fluctuations are kept to a minimum. In order to eliminate volatility in the income statement relating to the reporting date valuation of currency liabilities, GfK uses hedge accounting according to ifrs and valuation effects are reported under equity accordingly.
interest rate risk: At GfK, interest rate risks mainly arise for financial liabilities. In 2005, GfK used the favorable interest rate conditions to finance the nop World acquisition and to safeguard interest rates on a long-term basis and ensure greater accuracy when calculating financing requirements. For this reason, as of the reporting date, GfK se had hedged 56% of its financial liabilities with interest rate swaps. The proportion of financial liabilities with
Opportunity and risk position
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it and other risks: Installation, maintenance and further development of security measures to protect information systems and the data they contain are essential for GfK. Precautionary measures serving to ensure the security of information technology and its applications have always been given the highest priority.
The Group-wide security policy based on the recognized British Standard 7799, adopted by the Management Board, was im-plemented worldwide in 2008 and specifies the mandatory it security standards for the Group. In addition, the “moveit” project, resolved by the Management Board as part of the Group-wide biss initiative, includes concentrating the global computing center services in a small number of global locations as well as extending the Group-wide it standards. As a result all the security measures and standards relevant to the Group will focus on these computing center locations and any residual risks in it security will be minimized.
All the aforementioned measures as well as the it strategy of the GfK Group and the Group-wide it security plans are coordinated by the Chief Information Officer (cio), who reports directly to the ceo. Security issues are dealt with in cooperation with the it security specialists based in GfK companies in Germany and abroad.
it audits also form an integral component of the audit conducted by the Internal Audit department and are carried out locally by
it specialists.
GfK continuously assesses other risks beyond those relating
to it as part of its disaster recovery plan.
Material risks relating to losses and liabilities are either covered locally or by Group-wide umbrella insurances.
No substantial risks relating to research and development activities have currently been identified. GfK monitors the development of large-scale, cost-intensive innovation projects by a system of regular reporting.
No major it risks or other risks have currently been identified in the GfK Group.
9.3 Assessing risks and opportunities: overall view
Despite the downturn in the macro-economy, the risks of GfK are limited and should not materially affect the net assets, financial position or result of operations of the Group. An overall assessment of the risk position of GfK also shows that no lasting threat to business development is to be expected as a result of individual risks or the interaction or accumulation of risks.
Potential opportunities for the GfK Group have been identified, particularly in relation to the further expansion of its global network and the availability of an innovative product portfolio incorporating state-of-the-art technology which responds optimally to client needs. The core competence of reliable and
high quality consulting opens up further opportunities to position the company in the market, particularly in the current difficult economic environment. The Group has also defined its future opportunities in the strategic 5 Star Initiative program launched in October 2005. The aims and objectives of this program continue to form the basis for the future activities of GfK.
The following table provides an overview of the key points relating to the risks and opportunities for the GfK Group:
To summarize, it can be concluded that the overall risk position of the GfK Group continues to be assessed as low. No risks have currently been identified which might jeopardize the continued existence of the GfK Group.
10. Major events since the end of the financial year
10.1 Changes in the GfK Network
The GfK Group expanded its network in North America at the start of 2009 with the acquisition of a majority holding in the American company Etilize and increase in its shareholding in DmrKynetec at the start of February 2009. Over the course of the year, GfK increased its holding in the French company ifr from 24.2% to 100%.
Strengths Weaknesses
Internal factors – broad, high quality and innovative portfolio of services and products
– fact-based consultancy
– high level of customer loyalty
– international network
– high level of staff know-how
– dependency on major customers
– heterogeneous structures in regions on account of acquisitions
Opportunities Risks
External factors – relatively crisis-resistant market research sector
– increasing need for information and advice on customers’ side
– demand for high quality products
– overall macro-economic development difficult
– sustained concentration on customers’ side
– fiercer competition
– changes in legislation and policy
Changes in the GfK network
Company
Type of investment
Share changes in %
Sector
Region
Etilize Majority interest
51 Retail and Technology
North America
DmrKynetec Share increase
from 26 to 75 Custom Research
North Ame-rica/Western Europe/Middle East/Africa
ifr Share increase
from 75.8 to 100 Retail and Technology
Western Europe/Middle East/Africa
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10.2 Conversion of GfK ag to a Societas Europaea
The conversion of GfK ag to a Societas Europaea, or European Company, was completed on February 2, 2009. Through this change in legal form, GfK is taking greater account of its increasingly international direction. An se is a supranational legal entity formed under European law, which corresponds to the GfK Group’s understanding of itself and further underpins its international perspectives and structure.
The se particularly promotes the further development of GfK’s international corporate culture. This offers all employees and their representatives the chance of European involvement. In future, through their elected representatives on the se Employee Council, all employees in the eu Member States and the European Economic Area will be able to receive information direct from the management of GfK se and enter into a structured dialog on transnational issues. At the centre of this dialog are the employees, as through their motivation and commitment they make a lasting commitment to the success of the company. Furthermore, the interests of all European employees covered by the scope of the agreement on employee representation are represented on the Supervisory Board of GfK se.
This agreement is not only intended to lead to a structured dialog between GfK se and the European employee representatives but also international cooperation among the European employee representatives themselves. The aim is to have a European dialog between the management of GfK se and the employee representatives as well as the representative inclusion of the European employees.
From the date of registration of GfK se until the Annual General Meeting on May 20, 2009, the following employees were appointed as the employee representatives on the Supervisory Board: Dieter Wilbois, GfK ag, already a member of the Supervisory Board, Stephan Lindeman, Intomart GfK and Shani Orchard, GfK Retail and Technology uk.
10.3 Placement of loan note
In March 2009, GfK started the placement of a second loan note amounting to a minimum of eur 50 million with a term of three years. In advance of the issue of the loan note, on March 9, 2009, GfK obtained bridging finance for the same amount until the end of the year at most from the lead bank.
11. Outlook*
11.1 Macro-economic situation: phase of uncertainty
Experts expect a recession in the main industrialized countries. However, it is not yet possible to precisely estimate how severe this recession will be because of the various economic programs implemented by the countries and states. Moreover, it is still unclear how much bad debt or overvalued assets the financial institutions still have on their books.
Yet the International Monetary Fund (imf) is expecting a recovery in the global economy at the end of 2009. The reasons given for this are the economic programs in the key countries and lower inflation due to the fall in energy prices. The latter is already having a positive impact on private households and provides some compensation for declining exports.
Positive growth rates are still expected for China, India and other emerging countries, which could also push up the average for the macro-economy.
11.2 Market research sector: crisis brings opportunities
The market research sector has so far proved comparatively crisis-resistant in difficult times. International companies with a broad
base, in particular, have the prerequisites for continual growth. For example, in the adverse economic environment of 2008, the
GfK Group recorded organic growth in sales of 5.5%. A similar trend was evident in the economic crisis of 2001. While global
growth stood at 2.4%, the GfK Group achieved organic growth of 6.1%.
2009 will be a difficult year and poses two challenges for the market research sector. Alongside the repercussions of the financial market and economic crisis that as yet cannot be clearly estimated, price pressure from customers is expected to intensify.
In this environment, GfK is well positioned with its global presence and innovative products. GfK has a stable panel business and the access barriers for the competition are very high. In times of uncertainty regarding the future recovery in consumer behavior, market research is essential.
It is to be assumed that in the wake of globalization, more and more clients will instruct market research companies to conduct international market research projects. Producers in industrialized countries facing the threat of sales losses in 2009, and indeed the emerging markets as well, want to know more about their export countries. The spotlight is turning to the sales potential for the respective products in the various countries and the need for general information on the culture and particular nature of consumers in the respective sales markets is also becoming increasingly
Outlook
*The outlook contains predictive statements on futures developments, which are based on current
management assessments. Words such as “anticipate”, “assume”, “believe”, “estimate”, “expect”,
“intend”, “could/might”, “planned”, “projected”, “should”, “likely” and other such terms are state-
ments of a predictive nature. Such predictive statements contain comments on the anticipated
development sales proceeds, income and personnel numbers for 2009. Such statements are subject
to risks and uncertainties, for example, economic effects such as exchange rate fluctuations and
changes in interest rates. Some uncertainties and other unforeseen factors which might affect
ability to achieve targets are described under “risk position” in the Management Report. If these
or other uncertainties and unforeseen factors arise or the assumptions on which the statements
are based prove to be incorrect, actual income may vary considerably from the figures indicated
or implied in the statements results could materially differ from the results indicated or implied in
these statements. We do not guarantee that our predictive statements will prove to be correct.
The predictive statements contained herein are based on the current Group structure and are
made on the basis of the facts on the day of publication of the present document. We do not intend
nor accept any obligation to update predictive statements on an ongoing basis.
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important. Alongside this qualitative, ethnographic information, comparability of the results of multi-country studies is also becoming important. Cost-saving products and marketing plans that are to be successful in more than one market can only be created with comparable data. This requires international expertise and a global presence on the part of the market research organi-
zations concerned. Increasing competition here will crowd out smaller market research companies. This in turn opens up opportunities for international companies, so the crisis brings with it new chances. Consumers are reacting to the changing world and the demand for market research information will rise long term.
Moreover, GfK has a good financial base, a solid foundation and a clear corporate strategy. A high degree of flexibility allows GfK to respond appropriately to changing market conditions.
More than ever, it is important to know how communications works, how products and services need to be designed and which innovations will be successful. The trend shows that clients are becoming more demanding and the depth of analysis is increasing, for example through complex multivariate procedures which assess the interplay of various variables. Only companies with a high level of expertise in methodology and highly qualified employees can
meet these requirements.
As a research field, customer satisfaction and loyalty surveys will gain in importance, especially in markets with fierce competition. In saturated markets, it is more cost-effective to retain existing customers than to go through the costly business of attracting new ones. Integrating this survey data in Customer Relationship Management systems and the systematic use of all information to improve customer relationships is a service increasingly provided by market research consultancy companies.
Another emerging trend is that customers increasingly want the results of their surveys in realtime, but with top quality at the same time; a requirement that is most closely met by online research. Use of the Internet is so widespread in most industrial and emerging countries that reaching the target group is hardly a problem any more. Online research is the market research procedure offering the greatest growth potential due to its speed, comparatively low cost and ease of reaching the target group.
Yet the Internet will not only continue to gain ground as a survey platform, but is also becoming increasingly important as a source of information for companies. It is the task of market research to offer companies the instruments they need to analyze the commu-nications of customers in forums and blogs.
At a qualitative and quantitative level, hybrid procedures, i.e. looking at the issue being surveyed using at least two different methods, are likely to become more important. On the quanti- tative side, this poses the challenge of having to merge data from different sources, which in turn is likely to be feasible only for those market research companies that possess outstanding methodology expertise.
11.3 Research and development: ahead of the market
The GfK Group will also increase the benefit for clients through relevant innovations in 2009. To do this, the Group works closely with the basic research of GfK-Nürnberg e.V. Work currently underway includes a cooperation with the University of Geneva and Fraunhofer-Institut to examine whether it is possible to automatically identify emotions using software-supported analysis of test person videos.
Custom Research
There are plans to carry out a study together with the Hartman
Group in Seattle to analyze the influence of the global economic crisis on buying habits and customers’ perception of their
purchasing power. This study forms the basis for further discus-sions with brand manufacturers and retailers on new, innovative
approaches to categorizing the experiences of consumers.
In cooperation with market research company tns, GfK will look in depth at the behavior of consumers during the economic crisis via the Europanel. The corresponding basic research studies will be carried out in the household panels.
In the United States, GfK HealthCare will primarily concentrate in 2009 on further improving existing products. This includes, for example, Therapeutic Class Studies (multi-client studies), Detail Tracker (advertising impact research) as well as the establish-ment of centers of competence for diabetes, managed care and immunology and biological preparations. An important component of these research initiatives will be the option of carrying out regular tracking studies.
Retail and Technology
GfK launched a new panel for mobile phones in Iraq. The first results are expected in April. The sector is also driving forward the establishment of panels in Africa and panel starts for consumer electronics and electrical household appliances are expected this year in the Ivory Coast, Kenya, Mozambique, Nigeria, Tunisia, Algeria, Uganda and Tanzania.
Media
Development activities in the Media sector are concentrated at GfK Telecontrol, the sector’s center of technical competence. Here work continues on further optimization of measurement systems for future-proof electronic tv and radio research.
11.4 Human Resources: focus on internationalization
The internationalization of the Human Resources department started successfully in 2008 and will be continued in 2009. The central tasks for 2009 are the introduction of global succession management, wider dissemination of hr methods via a centralized system for personnel processes as well as greater support for the local Human Resources departments to reduce the staff turnover rate.
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11.5 Corporate Communications and Marketing: spotlight on promising technologies
To meet the needs of a global communications strategy, the GfK Group is increasingly using innovative, digital technologies. In 2009, this trend will be further intensified within the constantly growing corporate group. Work was progressed in 2008 on the development of a mobile website that went online in January 2009. The content of the GfK website was reworked to make it accessible using mobile devices. Among the global full service organizations in the market research industry, GfK is a pioneer in this field. In addition to further expanding its worldwide coordinated press activities, Corporate Communications will also be updating the visual GfK world and strengthening the presence of the company in the international marketplace.
11.6 Investments and finance: network expansion and debt reduction
Authorized capital, free capital lines as well as positive cash flow development provide the GfK Group with sufficient equity and outside capital.
The GfK Group will again use a large portion of the free cash flow to expand its own network and reduce debts in 2009. Furthermore, the Group will continue to invest in new measurement technologies and panels.
In the current financial year, the GfK Group is planning to carry out maintenance and replacement expenditure of around 4% of planned sales, which corresponds to the previous year’s level.
The current financial and economic crisis is not likely to have a significant impact on financing at GfK. Through its longer-term financing under the syndicated credit facility which runs until 2012, as well as the recent issue of the loan note, GfK has a balanced credit portfolio. Interest rate risks are also hedged through interest rate hedges.
11.7 Development of the GfK Group: aiming to increase sales and income
5 Star Initiative
GfK will continue to pursue the aims and objectives under the 5 Star Initiative in 2009. The first Fact-based Consultancy initiative concerns the consistent establishment of a service package of high quality, fact-based and continuous consultancy services for the client’s top management. The second objective, top 3, enshrines GfK’s vision for its positioning in the global market for market research. GfK aims to be the number 3 in the industry and at the same time the number 3 in every major market research country in Europe, America and Asia and Pacific as well as in each of its three sectors. The third objective relates to the Global Reach initiative under which GfK aims to further expand its global network and establish its own companies in all relevant countries. With its fourth
objective, the Full Service initiative, GfK intends to continue to position itself as a full service market research company. Under the fifth initiative, Outstanding Financial Position, GfK is aiming in the medium term for sales of eur 1.5 billion and includes plans for further acquisitions, especially in the growth regions Central and Eastern Europe, Latin America and Asia and the Pacific. In addition, the Group aims to achieve an income margin (adjusted operating income in relation to sales) in the range of 13% to 15%.
b�iss efficiency program
To optimize income on a long-term basis and in all sectors, the GfK launched the Group-wide biss efficiency program. The program was launched in 2008 and will accompany the GfK Group until 2011.
Various projects are pooled under biss, which can be divided into four main categories Business, it-Services, Streamline Services and Synergies. The first category (Business) aims to achieve organic growth from new technologies/services and their international roll-out.
The second category (it-Services) focuses on the consolidation of the it infrastructure with regard to cost reduction and
quality improvements. Here the “moveit” project includes concentration on the global computing center services at global
computing center locations as well as an expansion of Group-wide it standards.
The Streamline Services department focuses on efficiency increases through the amalgamation of locations and structures. Synergies comprise measures resulting from the identification of potential from various selected cost types.
biss will make a considerable contribution to maintaining GfK’s competitiveness on a permanent basis. The program is set to
produce annual income increases of at least eur 30 million and its effects will be felt in full as of 2012. Of this increase, 30% will
already be achieved in 2009, a total of 60% in 2010 and around 90% in 2011.
In the period 2009 to 2011, project expenses of around eur 40 million are expected in order to achieve the income improvement. These project expenses will be incurred as follows: 30% in 2009, 35% in 2010 and 35% in 2011.
Of this eur 40 million, around eur 11 million will be reported as highlighted items between 2009 and 2011. 40% will be allocated to 2009, 25% to 2010 and 35% to 2011.
Overall, the biss efficiency improvement program should therefore already have a positive impact on ebit and adjusted operating income in 2009.
Outlook
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Outlook and order intake
Against the backdrop of the current economic environment and persistent downturn in framework conditions, the GfK Group is still aiming to achieve organic growth in sales in financial year 2009 and will implement measures to maintain the margin at the previous year’s level.
The management assumes that the start to financial year 2009 will be considerably more restrained than 2008 and that the pace of growth in sales and income will not pick up until the second half of the year. The effects of the biss efficiency program will also become more evident then.
As expected, the GfK Group was unable to fully escape the downturn in the economic environment at the start of 2009 and the order intake in the new financial year has been slower. As at the end of February 2009, the order book covers a total of 39.4% of the expected annual sales (previous year: 42.2%). Traditionally however, the first two months are not an indicatior of business development for the full financial year.
GfK anticipates that the highlighted items will be in the range of eur 27 million to eur 32 million (including biss) (previous year: eur 32.0 million excluding the effects of the ubm settlement).
income from participations is expected to match the previous year.
net financial expenses are set to stand at around eur 20 million.
In total, GfK aims to achieve a group tax ratio of approximately 30%.
Although the GfK Group cannot estimate how the economy will develop in the longer term, the Management Board assumes that the market research sector will return to its growth course in the coming years. As a result of its very good competitive position, the GfK Group aims to outperform the market research sector in terms of organic growth in the medium term as well. The consistent alignment with and implementation of the 5 Star Initiative will continue to determine the actions and objectives of the GfK Group in the future.
Nuremberg, March 12, 2009
Prof. Dr. Klaus L. Wübbenhorst
Christian Weller von Ahlefeld
Petra Heinlein
Dr. Gérard Hermet
Debra A. Pruent
Wilhelm R. Wessels
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Germany
The homeland of the GfK Group is the world’s third largest research market. This is where GfK was born in 1934, at the University of Erlangen-Nuremberg, as Germany’s first market research institute. Germany is where GfK achieved market leadership some 20 years ago, where it went public in 1999 and from where it pursues its policy of global expansion. These days, the group’s network consists of 155 companies whose services cover more than 100 countries. In Germany, the GfK Group has 19 companies (firms, subsidiaries and offices), which together account for around one quarter of the Group’s worldwide sales.
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Western Europe/the Middle East/Africa
Western Europe is the largest of the GfK regions. The first subsidiaries were established in Austria, the Netherlands and France in the 60s and today, a total of 49 companies operate in 17 countries. GfK Marketing Services South Africa opened its doors in 2001 and in 2004, GfK-MEMRB Marketing Services Maroc was born in Morocco, the gateway to Africa. In 2008, GfK set up its first subsidiary in Nigeria, GfK-MEMRB Marketing Services Nigeria, while in the Middle East, GfK maintains an active presence in 13 countries in the Retail and Technology sector from its Dubai-based company, GfK-MEMRB Marketing Services.
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Central and Eastern Europe
In 1989, GfK opened its Hungarian branch as the opening gambit in its pursuit of Central and Eastern Europe. Today, GfK has 27 companies carrying out research in a total of 21 countries extending from Albania via Kazakhstan to the Ukraine. GfK currently directs its market research operations in most Central and Eastern European countries from its springboard in Austria.
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North America
GfK has been active in the USA, the world’s biggest market research country, since 1999, the year of its stock market flotation. The first step was to acquire GfK Custom Research and this was followed in 2005 by further milestone launches in Canada and acquisitions including British market research company, NOP World. In 2008, the US-based Arbor Strategy Group joined the GfK Group to continue operations under its new name, GfK Strategic Innovation. GfK currently has 13 subsidiary companies in the USA and Canada.
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Latin America
GfK launched operations in Latin America with the opening of its own company, GfK Indicator, in 2002, having already offered clients information services relating to several Latin American markets for many years through its cooperation with partner associates in the GfK Custom Research Worldwide network. GfK has 12 subsidiaries delivering information on 20 countries in the Custom Research and Retail and Technology sectors. GfK also acquired Shopping Brasil and its 50-strong staff in 2008, making it the market leader in Brazil in the Retail and Technology sector.
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Asia and the Pacific
GfK has been active in the Retail and Technology sector in Asia for over 25 years. Today, the GfK Group can boast 27 local subsidiaries covering a total of 16 countries in the region. In 2008, GfK strengthened its network in Asia and the Pacific by acquiring Sydney-based leading custom research organization, the Blue Moon Group, in Australia. In addition, GfK Marketing Services established its first branch in New Zealand to come one step closer to its declared aim of expanding its presence in the growth region of Asia and the Pacific.
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Consolidated income statement 100
Consolidated balance sheet 101
Consolidated cash flow statement 102
Consolidated statement of recognized income and expense 103
Notes to the consolidated financial statements for 2008 104
Supervisory Board 134
Management Board 136
Declaration on the German Corporate Governance Code 137
Shareholdings of the GfK Group 138
Auditors’ report 143
Financial statements of the GfK Group
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Note 2007 2008
Sales 5. 1,162,055 1,220,433
Cost of sales 6. – 781,393 – 840,650
Gross income from sales 380,662 379,783
Selling and general administrative expenses 7. – 252,034 – 248,917
Other operating income 8. 25,813 54,296
Other operating expenses 9. – 18,064 – 56,254
Operating income1) 136,377 128,908
Income from associates 3. 3,001 3,614
Other income from participations 3. 48 294
ebit 139,426 132,816
Other financial income 12. 7,901 16,010
Other financial expenses 13. – 30,270 – 35,807
Income from ongoing business activity 117,057 113,019
Tax on income from ongoing business activity 14. – 25,664 – 30,997
Consolidated total income 91,393 82,022
Attributable to equity holders of the parent: 83,230 73,161
Attributable to minority interests: 8,163 8,861
Consolidated total income 91,393 82,022
Basic earnings per share (eur) 15. 2.33 2.04
Diluted earnings per share (eur) 15. 2.32 2.04
1) Reconciliation to internal management indicator “adjusted operating income” amounting to eur 158,747 thousand (2007: eur 157,621 thousand) is shown
in the Management Report.
Consolidated income statement of the GfK Group in accordance with ifrs in eur’000 for the period January 1 to December 31, 2008
Note 31.12.2007 31.12.2008
AssetsGoodwill 16. 745,692 736,466
Other intangible assets 16. 192,583 194,036
Tangible assets 17. 82,173 93,496
Investments in associates 18. 9,160 15,955
Other financial assets 18. 8,542 6,614
Deferred tax assets 14. 44,255 30,048
Other non-current assets and deferred items 19. 5,878 8,413
Total non-current assets 1,088,283 1,085,028
Trade receivables 20. 277,462 270,700
Current income tax assets 14. 16,225 17,069
Securities and fixed-term deposits 21. 830 928
Cash and cash equivalents 22. 37,746 36,670
Other current assets and deferred items 23. 40,677 36,234
Assets held for sale 23., 33. 9,530 0
Total current assets 382,470 361,601
Total assets 1,470,753 1,446,629
Equity and liabilitiesSubscribed capital 150,081 150,297
Capital reserve 195,750 197,278
Retained earnings 190,584 250,736
Income and expense recognized directly in equity – 47,039 – 121,342
Equity attributable to equity holders of the parent 489,376 476,969
Minority interests 20,175 23,327
Total equity 25. 509,551 500,296
Long-term provisions 26. 53,637 56,564
Non-current interest-bearing financial liabilities 27. 317,884 313,200
Deferred tax liabilities 14. 72,380 73,432
Other non-current liabilities and deferred items 28. 14,275 5,296
Non-current liabilities 458,176 448,492
Short-term provisions 29. 7,723 9,259
Current income tax liabilities 14. 25,862 28,448
Current interest-bearing financial liabilities 27. 158,803 164,438
Trade payables 3. 70,987 62,969
Liabilities on orders in progress 3. 114,462 111,211
Other current liabilities and deferred items 30. 124,014 121,516
Liabilities held for sale 30., 33. 1,175 0
Current liabilities 503,026 497,841
Total liabilities 961,202 946,333
Total equity and liabilities 1,470,753 1,446,629
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Consolidated balance sheet of the GfK Group in accordance with ifrs in eur’000 as of December 31, 2008
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Note 2007 2008
Consolidated total income 91,393 82,022
Write-downs/write-ups of intangible assets 16. 39,425 37,716
Write-downs/write-ups of tangible assets 17. 20,254 21,477
Write-downs/write-ups of other financial assets 0 298
Total write-downs/write-ups 59,679 59,491
Increase/decrease in inventories and trade receivables – 12,801 – 1,171
Increase/decrease in trade payables and liabilities
on orders in progress 20,058 – 8,902
Change in other assets not attributable to investing or financing activity – 3,230 – 6,056
Change in other liabilities not attributable to investing or financing activity 8,812 4,774
Total changes in working capital 3. 12,839 – 11,355
Profit/loss from disposal of non-current assets – 277 – 169
Non-cash income from associates 3. – 646 – 1,323
Increase/decrease in long-term provisions 3,845 511
Other non-cash income/expenses – 13,348 733
Net interest income 12., 13. 22,167 20,956
Change in deferred taxes 14. – 6,410 2,298
Current income tax expense 14. 32,075 28,627
Taxes paid – 33,188 – 35,955
a) Cash flow from operating activity 32. 168,129 145,836
Cash outflows for investments in intangible assets – 24,406 – 20,770
Cash outflows for investments in tangible assets – 24,843 – 29,713
Cash outflows for acquisition of consolidated companies and other business units, net of cash acquired – 22,836 – 48,980
Cash outflows for other financial assets – 1,615 – 2,021
Cash inflows from disposal of intangible assets 120 115
Cash inflows from disposal of tangible assets 1,888 429
Cash inflows from disposals of other financial assets 1,488 582
Interest received 5,620 10,332
b) Cash flow from investing activity 32. – 64,584 – 90,026
Cash inflows from equity contributions 25. 8,622 1,410
Cash outflows to equity holders of parent 25. – 12,781 – 16,138
Cash outflows to minority interests – 6,458 – 2,921
Cash inflows from loans raised 51,820 108,569
Cash outflows for repayment of loans – 125,978 – 114,090
Interest paid – 28,126 – 33,579
c) Cash flow from financing activity 32. – 112,901 – 56,749
Changes in cash and cash equivalents – 9,356 – 939
(total of a), b) and c))
Changes in cash and cash equivalents owing to exchange gains/losses and valuation – 760 – 137
Cash and cash equivalents at the beginning of the period 22. 47,862 37,746
Cash and cash equivalents at the end of the period 22. 37,746 36,670
Consolidated cash flow statement of the GfK Group in accordance with ifrs in eur’000 for the period January 1 to December 31, 2008
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Note 2007 2008
Currency translation differences – 49,897 – 61,013
Changes in fair value of equity securities available-for-sale – 40 14
Changes in fair value of cash flow hedges (effective portion) 36. – 1,436 – 5,108
Valuation of net investment hedges for foreign subsidiaries 36. 10,042 – 3,233
Actuarial gains/losses on defined benefit plans 26. 3,704 – 4,856
Total income and expense recognized directly in equity – 37,627 – 74,196
Consolidated total income 91,393 82,022
Total recognized income and expense 53,766 7,826
Attributable to:
Equity holders of the parent 45,894 – 1,142
Minority interests 7,872 8,968
Total recognized income and expense 53,766 7,826
Consolidated statement of recognized income and expense for the GfK Group in eur’000 for the period January 1 to December 31, 2008
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1. General information
GfK se is a listed company, a Societas Europaea with its registered office on Nordwestring 101, Nuremberg, Germany. With entry under hr b 25014 in the commercial register of the district court of Nuremberg, GfK se was established on February 2, 2009 as a result of a transformation changing the legal form of GfK Aktien-gesellschaft. GfK se and its subsidiaries (GfK Group) are among the world’s leading market research companies. The GfK Group provides information services for its clients in the consumer goods, pharmaceuticals, retail and services industries and media, which they use in marketing decision-making.
The consolidated financial statements of GfK se include the company itself and all consolidated subsidiaries. They have been prepared in compliance with the International Financial Reporting Standards (ifrs), as they must be applied within the European Union.
All International Financial Reporting Standards (ifrs) binding for financial year 2008 and the announcements of the International Financial Reporting Interpretations Committee (ifric) have been applied where they have been adopted by the European Union.
Additionally, the accounting principles set out in § 315a sub-section 1 of the German Commercial Code (hgb) have been considered when preparing the consolidated financial statements.
The consolidated financial statements have been prepared in euros and rounded up to the nearest thousand euros. All figures are specified in thousand euros, unless otherwise indicated.
The annual financial statements of the parent company, GfK se, have been prepared in accordance with hgb and published in the online Federal Gazette (Bundesanzeiger) under hr b 25014.
Section 41 of these notes describes standards, interpretations and amendments to ifrs that have been applied for the first time or that have been published but not yet applied.
2. Consolidation principles
The annual financial statements of GfK se and all material subsidiaries whose financial and operating policies are controlled directly or indirectly are included in the consolidated financial statements of GfK se. The financial statements of all companies included in the consolidated financial statements have been prepared according to uniform accounting principles.
Companies in which the GfK Group has a participation of no more than 50%, but over which significant influence can be exercised, are generally accounted for at equity as associates. All other companies in the GfK Group are reported at acquisition cost.
A list of shareholdings of GfK se is attached to these notes.
Capital consolidation is carried out in accordance with ifrs 3, “Business Combinations”, on the basis of purchase accounting, whereby the acquisition costs of the participation are charged against the parent company’s pro rata share in the revalued equity of the subsidiary at the acquisition date. Intangible assets acquired in business combinations and identified as part of purchase price allocation are entered on the balance sheet at fair value.
Any difference arising on the assets side after this crediting and purchase price allocation is reported under non-current assets as goodwill.
All transactions and balances between the companies of the GfK Group which are included in the consolidated financial statements are eliminated when preparing the consolidated financial statements. Differences arising from debt consolidation are recorded in the income statement. Intercompany results from asset movements are eliminated with impact on the income statement if they are significant.
Associates and joint ventures are included at equity (one-line consolidation). They are stated for the first time at the acquisition date. First-time valuation is in line with full consolidation. Any difference on the assets side arising from offsetting the carrying amount of the participation against the pro rata equity capital at initial valuation is included in the equity book value.
The consolidation on transition from equity valuation to full consolidation takes place with no impact on the income statement but is carried out separately for every part-acquisition. The acquisition costs included in capital consolidation comprise the equity net book value and the acquisition costs for the majority acquisition.
Profits or losses from mergers arising from the merger of two consolidated companies in the GfK Group are eliminated. Mergers, therefore, have no impact on the income statement of the GfK Group. Company mergers involving external minority shareholders do not give rise to any change in the total minority interests or the consolidated total income.
If further shares are acquired in already fully consolidated companies, the purchase price of the additional acquisition is credited with the proportionate additionally acquired equity with no impact on the income statement. Any difference on the assets side arising from the entry is shown as goodwill.
Shares in the equity of subsidiaries attributable to external minority interests are shown separately under equity. Shares in the subsidiaries’ results attributable to external minority interests are shown as a separate item in the income statement.
3. Accounting policies
Currency translation
Transactions in foreign currencies are translated into the functional currency of the reporting company at the exchange rate on the date on which they were carried out. As of the balance sheet date, monetary items are translated at the exchange rate on that date and non-monetary items are valued at the historical rate on the transaction date. Differences resulting from these conversions are, in principle, reported with impact on the income statement.
The balance sheets of foreign subsidiaries not prepared in euros as well as hidden reserves disclosed as part of purchase price allocation and goodwill from acquisitions are translated into euros in accordance with the functional currency concept, based on the mean exchange rates on the reporting date. The annual average
Notes to the consolidated financial statements for 2008
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euro exchange rate, calculated as the mean of all month-end exchange rates, is applied to the income statements of these subsidiaries.
Differences arising from the translation of asset and liability items at the exchange rate on the reporting date compared with the translation on the prior reporting date, and differences arising from translation of the annual result in the balance sheet (reporting date rate) and the consolidated income statement (average rate) are reported in equity without impact on the income statement. Exchange rate differences arising from capital consolidation are reported in income and expense recognized directly in equity.
The exchange rates against the euro of the key currencies for the GfK Group are indicated in the table below.
Income statement
The income statement is prepared in accordance with the cost of sales accounting method. Expenses are shown by function.
Sales
The method of recognizing sales is essentially determined according to ias 18 and depends on the nature of the underlying transaction:
panel business involves surveying individuals, households and companies and is characterized by the fact that the same circumstances are analyzed at the same, regular intervals on the basis of the same sample and always using the same methods. For business involving panels, the GfK Group recognizes sales pro rata temporis according to the progress of the project. Thus, the sales for a project are distributed evenly over its duration. Each month during the term of a contract, the same sales are recognized in terms of amount.
custom research business is systematic, empirical research used as the basis of marketing decisions in all areas of the marketing mix. This includes tests and surveys on product and pricing policy, brand positioning and brand management relating to traditional and modern forms of communication with consumers and users. It is employed with the goal of optimizing distribution and enhancing customer loyalty. Custom research business is valued using the percentage of completion method. Progress on the project is determined as the ratio of the actual costs incurred to the overall anticipated costs of the project. The estimate of total cost is continuously checked during the life of the project. Changes in the estimate of total cost flow into the calculation of recognizable sales at the time at which they can be anticipated.
The costs to be included in this calculation comprise all direct personnel expenses and other cost of sales as well as pro rata indirect costs. Provisions are set up for expected losses on orders in progress when they can be anticipated.
syndicated business analyzes markets and market players without this being specifically commissioned by a client to whose requirements the survey would be tailored. The completed survey is marketed without customer-specific adjustments. Syndicated surveys may be conducted once or on a recurring basis, without fulfilling the distinct and highly specific features of a panel. Various market participants may be questioned in repeated surveys, or the studies may be published at different intervals. In terms of determining sales, syndicated business is treated like panel business if it is comparable to panel business in nature because it involves repeated surveys where the cost behavior pattern is relatively evenly distributed over the term.
For other syndicated business, the method of recognizing sales depends on the empirical estimate of the profitability of the respective survey:
If a profit from the survey is probable, it is valued the same as a custom research contract.
If it is not yet sufficiently certain that enough purchasers will be found for a survey, sales are recognized corresponding to the accumulated costs. If the value of the actual incoming orders is below that of the costs incurred, recognizable sales are limited to the value of incoming orders. As soon as it is certain that the value of orders exceeds the costs, sales are recognized according to the method used for custom research contracts.
In all other business transactions, sales are only recognized once the work has been completed and invoiced.
Cost of sales, selling and general administrative expenses
In addition to personnel expenses, services rendered and scheduled depreciation/amortization of tangible and intangible assets, the cost of sales, selling and general administrative expenses comprise all other costs directly linked to the operational activity of the GfK Group.
They also include personnel expenses from the stock option program and the 5 Star long-term incentive plan, as well as scheduled write-downs on additional assets identified on acquisitions and impairments (unscheduled decreases in value) of non-current assets.
Research and development costs
Research and development costs are basically recorded as expenses at the time they are incurred and shown under cost of sales.
Development costs incurred within the GfK Group, particularly for setting up new panels, are shown under other intangible assets if the recognition criteria are met.
Internally generated intangible assets are only capitalized if they have resulted from the development phase and not the research phase and if further precisely defined preconditions have been cumulatively fulfilled. These include the technical viability of project completion, the scheduled completion and use and the usefulness to the company or saleability of the intangible asset. Future economic benefits and the availability of the necessary technical, financial and other resources to complete the project must also be reported. Reliable calculation of the costs associated with the intangible asset during its development phase is also a precondition for capitalization of internally generated intangible assets.
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Main currencies
Euro mean rate on balance sheet date
Euro average rate during reporting period
Country
Unit of currency
31.12.2007
31.12.2008
2007
2008
usa 1 USD 0.68 0.72 0.73 0.68
uk 1 GBP 1.36 1.03 1.45 1.25
Switzerland 100 CHF 60.41 67.59 60.77 63.37
Singapore 1 SGD 0.48 0.50 0.48 0.48
Japan 100 JPY 0.61 0.79 0.62 0.66
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Other operating income and expenses
Other operating income and expenses comprise income and expenses relating to operations, of which the allocation to sales or functional costs would not be appropriate. They include mainly exchange rate gains and losses, profit and loss from the disposal of fixed assets, impairments not attributable to functional costs and recoverable value and expenses for legal disputes.
Operating income
Operating income in the GfK Group comprises gross income from sales, less selling and general administrative expenses, and net other income comprising other operating income and other operating expenses.
Adjusted operating income
The indicator adjusted operating income is used internally to manage the GfK Group’s business. It is derived from operating income. To calculate adjusted operating income, the following expenses and income items are excluded: expenses and income in connection with reorganization and business combinations, write-ups and write-downs of additional assets identified on acquisitions, personnel expenses for share-based payments and long-term incentives and remaining other operating income and expenses.
Income from associates
Income from associates comprises income and expenses resulting from the valuation of pro rata shares in associates at equity.
Other income from participations
Other income from participations essentially comprises dividends from non-consolidated affiliated companies and other participations of the GfK Group, profit and loss from the disposal of such com-panies and income and expenses from profit transfers with these companies.
ebit
The performance indicator ebit (earnings before interest and taxes) has been included as a sub-total in the income statement. ebit is determined by adding income from associates and other income from participations to operating income.
Other financial income and expenses
Other financial income and expenses comprise interest income and expenses, income and expenses from the valuation of derivative financial instruments used to hedge against interest rate risks, trans-action costs for loans from banks, expenses relating to write-offs of lendings and other financial income. Interest expenses also include additional interest on previously discounted debt. Such additional interest relates, for example, to future purchase price components from acquisitions, which are stated on the liabilities side at fair value. Profit distributed to minority interests, which hold rights to make delivery (put options or bonds), is also reported under interest expenses.
Interest is recorded as income or expense at the time it is incurred. Interest is deferred on the basis of the effective interest rate method. At the GfK Group, interest expenses are not capitalized.
Income from ongoing business activity
The “income from ongoing business activity” indicator has been included in the income statement as a sub-total. Income from ongoing business activity corresponds to consolidated total income before tax on income.
Tax on income
Tax on income from ongoing business activity comprises current and deferred taxes.
Current taxes are calculated by the companies within the GfK Group according to valid tax law in their country of registration.
Deferred taxes are calculated according to the liability method whereby deferred tax assets and liabilities are entered on the balance sheet for temporary differences between the carrying amounts attributed in the consolidated financial statements and the tax basis of the assets and liabilities. Any effects on deferred taxes from changes in tax law are incorporated in the income statement from the date on which the tax law is passed.
Deferred tax assets are only entered on the balance sheet if it is probable that they can be recognized at a future date. This is generally the case where the relevant company is sufficiently likely to achieve enough taxable profit to use the tax benefit.
If deferred tax assets already recorded are not expected to be recognized within the foreseeable future as a result of new information, carrying values are adjusted. Applying its discretionary powers, the management assumes a maximum period of time for the realization of deferred tax assets of seven years for subsidiaries which are not making a loss, otherwise the period of time assumed is shorter.
Tax on items recognized directly in equity is not included in the income statement. In the year under review, no deferred taxes arose in relation to currency differences from intra-Group loans in foreign currency, which represent a net investment in the business operations of subsidiaries and are recognized at equity. This is due to the fact that there are no plans in place to realize temporary differences in the foreseeable future.
Impairments
If an asset is impaired and is therefore depreciated, the cost of impairment is included in the income statement.
The value of assets with an indefinite life and intangible assets under development is checked once a year by means of an impairment test. An impairment test is also carried out if triggering events occur, which may significantly affect the value of the assets concerned.
Impairments on intangible assets are applied if the recoverable amount is below the amortized cost of acquisition or production. The recoverable amount is defined as the higher of the two sums of the fair value, less costs to sell or value in use of an asset whose expected future cash flows at the GfK Group are based on a minimum tree-year period and discounted on the basis of a discount rate to be determined individually at market conditions. The growth rate of the cash flows beyond the period of detailed planning is usually taken into account by reducing the discount rate by one to two percentage points.
Expenses arising from the decline in the value of brands is reported in the income statement under other operating expenses while impairments on surveys, panels, client bases, long-term contracts and software are shown under functional costs.
Accounting policies
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Earnings per share
The earnings per share (eps) reported in the consolidated income statement show the proportion of consolidated total income attributable to equity holders of the parent, which relates to the weighted average number of shares in the reporting period.
To calculate diluted earnings per share, the average number of shares is adjusted by the options as yet not exercised which are in the money as of the reporting date, as well as pro rata by any options exercised during the financial year under review.
Stock options for employees and executives of the GfK Group
Up until 2005, selected executives of the GfK Group were entitled to convert part of their variable remuneration into stock options in GfK se. The option term is five years; options cannot be exercised until two years after issue.
The GfK Group applies ifrs 2 for stock options issued after November 7, 2002. This remuneration, which is to be settled with equity instruments, is valued at the fair value on the grant date. The obligation is entered as expense in the income statement whilst the counter entry is made under capital reserve.
5 Star Long-Term Incentive Plan for employees and executives of the GfK Group
Since financial year 2006, selected executives of the GfK Group have been entitled to convert part of their variable remuneration into virtual GfK shares. Virtual shares entitle the holders to cash payments at the end of the three-year performance period. GfK grants a corresponding volume of additional performance shares. The payment for the performance shares, which is also due at the end of the performance period, depends on the achievement of two performance targets, the total shareholder return (tsr) on GfK shares compared with the tsr on shares of companies listed in the dj Euro Stoxx Media Index, and on the increase in operating profit at the GfK Group, which corresponds to adjusted operating income, over a three-year period.
The amount payable at the end of the performance period is accumulated as provisions. The amount of the provision is based on an actuarial opinion.
Intangible assets
Goodwill
Goodwill arising from the capital consolidation of subsidiaries and that transferred from subsidiaries’ financial statements into the consolidated financial statements is reported by the GfK Group under intangible assets.
In business combinations, goodwill represents the remaining difference in assets after the costs of acquisition of the participation are offset against the proportion of acquired revalued equity.
Goodwill from the acquisition of companies which do not report in euros is recorded in the reporting currency of the acquired subsidiary. The exchange rate at the time of first consolidation is used to calculate the goodwill at initial recognition. Subsequent measurements are based on the mean rate as of the reporting date.
The GfK Group checks the recoverability of its cash generating units, including goodwill, as part of an impairment test once a year or when triggering events or changed circumstances arise. For this purpose,
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goodwill is allocated to four cash generating units corresponding to the sectors, matching the internal Group control. The cash generating units are therefore the sectors Custom Research, Retail and Technology, Media and Other.
Recoverability of goodwill is indicated when the recoverable amount is not less than the carrying amount of the cash generating unit.
The recoverable amount corresponds to the fair value less costs to sell or the value in use if higher. The GfK Group calculates the fair value less costs to sell as part of the impairment test, using the discounted cash flow procedure based on anticipated future cash flow from the relevant current five-year plan. The growth in cash flow after the five-year period (perpetuity) is taken into account by reducing the discount interest rate by 1.8 percentage points (2007: 2 percentage points). Similar to the discount interest rate, this deduction from the growth rate is derived from available external capital market data.
The discount rate is determined by carrying out a weighted average capital costs calculation, taking into account the standard industry capital structure and standard industry financing costs. The resulting discount rate is 7.91% to 8.11% (2007: between 8.11% and 8.30%), depending on the cash generating unit. The discount rate takes into account the respective equity and country risks as well as tax advantages from the external financing of the cash generating unit concerned.
Other intangible assets
Where an intangible asset has been subject to impairment, there is a maximum write-up to the amount recoverable if a higher amount is recoverable at a later date. The carrying value after the write-up may not exceed the carrying value which would have resulted had the impairment not taken place in the past. The write-up is reported in the income statement.
Internally generated intangible assets
At the GfK Group, internally generated intangible assets mainly comprise software and panel set-up costs.
As a rule, software developed by companies in the GfK Group is used internally for analyzing and processing marketing research data. In some cases, it is destined for external users and was written specifically to meet user requirements. Internal costs of software development are capitalized under non-current assets if the criteria according to ias 38 are met. Amortization commences on completion of the software.
Panel set-up costs generally involve capitalized development costs for setting up new panels or expanding existing panels. Capitalized panel set-up costs include:
Spending on materials and services used in constructing panels
Wages and salaries and other employment expenses for staff directly involved in setting up panels
Overheads necessarily incurred in panel set-up and which can reasonably and regularly be allocated to this, based on cost accounting.
Cost arising from the preparation and application phase and maintenance costs for current panels cannot be capitalized. They are included in expenses.
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Panel set-up costs are only subject to scheduled amortization if they are directly incurred in conjunction with a specific, fixed-term current client order. As a rule, the amortization period in such cases is based on the duration of the contract or the useful life. In all other cases, the useful life of panels is indefinite and they are not subject to scheduled amortization. The value of panels is checked at least once a year as part of an impairment test.
Expenses for research activities are reported as expenses in the period under review. Development costs which did not result in a capitalizable intangible asset are also reported as expenses.
Miscellaneous intangible assets
Miscellaneous intangible assets include, in particular, software acquired, surveys, customer relations and brands.
Miscellaneous intangible assets are entered in the balance sheet at amortized cost and are subject to scheduled, straight line amortization. This does not apply to customer relations and brands. As a rule, the useful life of software and miscellaneous intangible assets is three to ten years.
Customer relations are generally written down over a period of ten to 30 years at an individually determined customer churn rate of between 7.5% and 20.6%.
Brands are not subject to scheduled amortization and have an indefinite useful life. They are subject to an impairment test at least once a year.
Interest on borrowing is not capitalized. Intangible assets with an indefinite useful life are subject to an impairment test at least once a year.
Tangible assets
Tangible assets are valued at cost less cumulative depreciation. Interest on borrowing is not capitalized. Cumulative depreciation generally includes scheduled straight line depreciation up to the balance sheet date and any impairments recorded. The depreciation period corresponds to the useful life. Assets in the course of set-up are not subject to scheduled depreciation.
The GfK Group normally applies the useful life periods shown in the following table.
The item fixtures and fittings also includes unfinished technical equipment.
Lease arrangements are entered on the balance sheet according to ias 17, with either a finance or an operating lease depending on the type of contract.
Finance leases are characterized by the fact that risks and rewards of leased assets are generally transferred to the lessee. With a finance lease, the leased item is capitalized by the lessee and a corresponding leasing liability is recorded. The leasing liability is equivalent to either the present value of the minimum lease payments or the fair value of the leased asset at the start of the lease arrangement if lower.
The capitalized leased asset is subject to scheduled straight line depreciation. The depreciation period is the lease term or the economic useful life, whichever is shorter. Subject to fulfillment of the preconditions, an impairment is recorded.
The lease liability is amortized over the contractual period through lease payments. Discounts are written up by applying a constant interest rate to the remaining debt and recorded in interest expenses within other financial expenses.
With operating leases, the leased assets are entered on the balance sheet of the lessor. The lessee records the regular payments as rental expenses.
Financial instruments
Financial instruments are contracts which result in a financial asset with one company and a financial liability or an equity instrument with another. In the GfK Group, financial instruments are entered on the balance sheet as bought or sold on the trade date, i.e. on the date on which the obligation to buy or sell a financial instrument was entered into.
In the case of fixed-income financial instruments, interest rate changes may result in a change in fair value and in the case of variable rate financial instruments, in fluctuations in interest payments. In principle, current receivables and liabilities are not subject to interest rate risks.
Financial assets and financial liabilities are recorded if the GfK Group is a contractual party in relation to a financial instrument.
Financial assets are taken off the books if the contractual rights to payments arising from the financial assets expire or if the financial assets are transferred with all material risks and rewards. Financial liabilities are taken off the books if the contractual obligations have been settled, extinguished or have expired.
Borrowing costs are recorded as expenses in the period in which they were incurred. With regard to the accounting policies applied to financial investments, management has stipulated at its discretion as the competent body that financial investments are never classified as held to maturity, but instead always available-for-sale.
Primary financial instruments
Primary financial assets are initially valued at fair value, taking into account directly attributable transaction costs. Primary financial liabilities are initially valued at fair value, which usually corresponds to the amount recovered. Subsequent valuation is at amortized cost on the basis of the effective interest rate method.
Accounting policies
Asset
Useful life in years
Administration buildings 50
it equipment 3 to 5
Cars and other vehicles 5
Office equipment 3 to 5
Office furniture 10 to 13
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Loans granted, receivables and liabilities are valued at fair value when they are added. This usually corresponds to the nominal value of the liability or loan amount granted. Non-interest bearing and low-interest long-term loans and receivables are recognized at the present value. Subsequent valuation with impact on income is at amortized cost and based on the effective interest rate method. Liabilities are valued at amortized cost. This applies only where receivables and liabilities do not relate to hedging transactions.
Shares in companies which do not qualify as subsidiaries or associated companies are also shown as primary financial instruments at cost.
The GfK Group only reports trading securities under securities; all other securities are reported under other financial assets as available-for-sale securities. The GfK Group does not hold any securities as “held to maturity”.
Derivative financial instruments, hedge accounting
The GfK Group concludes transactions throughout the world in various currencies, which may involve currency risks. In addition, short-term investments, investment in securities and borrowing from banks take place in various currencies and can result in risks due to changes in exchange rates, interest rates and market prices.
More detailed information on currency and interest rate risks as well as the goals, strategies and processes of the risk management is provided in the risk report, which is part of the management report.
The GfK Group uses currency forward transactions, combined interest rate and currency swaps as well as interest rate swaps to hedge against currency and interest rate risks. No derivative financial instruments are held for trading purposes.
Derivative financial instruments are reported at cost as asset or liability at the time of the transaction and subsequently valued at fair value. The valuation of derivative financial instruments is carried out using standard market procedures based on instrument-specific market parameters. Market prices are calculated on the basis of present value and option price models. Where possible, the relevant market prices and interest rates on the balance sheet date are used as input parameters for these models.
Changes in the value of derivative financial instruments used in hedge accounting are recorded differently, depending on whether the instrument is a fair value hedge, cash flow hedge or net investment hedge.
If the derivative financial instrument is used to hedge against the risk of changes in the value of assets or liabilities, it represents a fair value hedge. In this case, changes in the fair value of both the hedged underlying item and the derivative financial instrument are taken to the income statement.
With changes in the fair value of cash flow hedges used to hedge underlying transactions against risks from fluctuations in future payment flows, the effective portions of the fair value fluctuations are initially reported under income and expense recognized directly in equity. If the effectiveness of a hedge is not in the range of 80% to 125%, the hedge is liquidated. The ineffective portions of hedges are charged directly to the income statement.
Once the hedged transaction affects the income statement, the profits and losses accumulated in the income and expense recognized directly in equity must be released with impact on the income statement.
Net investment hedges can be used to secure net investment in foreign subsidiaries. This may, for example, involve a foreign currency loan in the local currency of the acquired participation. Any exchange gains or losses resulting from the cut-off date valuation of the foreign currency loan relating to the effective portion are recorded in income and expense recognized directly in equity as is the case for cash flow hedges.
If the hedge is considered highly effective, the exchange gains and losses from the hedging instrument are posted in the income and expense recognized directly in equity. The release with impact on the income statement of this item does not occur at the end of term of the hedging instrument, but only upon sale or liquidation of the hedged item.
The prerequisite for using any type of hedge accounting is that the link between the hedged item and the hedging instrument must be accurately documented. It must also be recorded how the hedging instrument used effectively compensates the risk relating to the hedged item highly effectively and which methods are used to substantiate the effectiveness.
Generally, the part of the changes in value not covered by the hedged item is taken to the income statement.
If the prerequisites for reporting an item as a hedging instrument (hedge accounting) are not met as per the regulations in ias 39, such instruments are recorded in the item “held for trading”. The changes in value are immediately charged to the income statement.
Fair values of forward currency transactions, combined interest rate and currency swaps and interest rate swaps are determined on the basis of market conditions as of the reporting date.
Receivables and other assets
Trade receivables include both billed and unbilled receivables. Non-invoiced receivables can arise in the context of the valuation of sales.
Receivables are stated at nominal value or, in the case of identifiable specific risks, at the lower attributable value. These valuation allowances take sufficient account of the default risk. Group-wide guidelines regulate hedging against the risk of non-payment. Accordingly, a valuation allowance of 50% must be applied to receivables that are six to nine months overdue. If receivables are overdue by nine to twelve months, the valuation allowance amounts to 75%. If receivables are more than twelve months overdue, or the client company is in the process of being wound up, a valuation allowance of 100% must be applied. Exceptions are possible, subject to authorization by the relevant management.
A credit check of new clients should be obtained from a recognized credit agency if the order volume exceeds 0.1% of the company’s external sales. If no satisfactory data about the client is available, two thirds of the order value is payable prior to delivery of the relevant data. The credit rating of existing clients must also be monitored on the basis of specified rules. In addition, the credit risk is minimized through issuing invoices for prepayments and on-account payments.
Non-interest bearing or low-interest receivables with a time to maturity of more than one year are discounted.
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Inventories
Inventories are valued at the lower of cost and net realizable value. Due to their subordinated importance to the consolidated financial statements of the GfK Group, inventories are reported under other current assets and deferred items.
Cash and cash equivalents
Cash and cash equivalents contain cash on hand and in banks as well as liquid investments with a remaining term of less than three months.
Equity
Capital reserve
The company’s equity which is not part of the subscribed capital attributable to capital contributions of shareholders and which does not result from generated income, is reported under the capital reserve. Services that are linked to deposits for the purposes of acquiring shares or granting privileges, as well as other services aimed at strengthening equity, are also reported under the capital reserve.
Retained earnings
Amounts created from income in the financial year under review or prior financial years are reported as retained earnings. This includes a statutory reserve to be created from income.
Income and expenses recognized directly in equity
Income and expenses recognized directly in equity include changes in Group equity which have no impact on the income statement and which do not involve deposits by shareholders or distributions to shareholders.
These changes result from exchange rate differences, unrecognized profits and losses from available-for-sale securities, from the valuation of hedging transactions (cash flow and net investment hedges) and actuarial gains and losses from provisions for pensions.
Provisions
In principle, provisions are set up when an obligation to a third party will probably result in an outflow of funds. In addition, the level of the obligation needs to be estimated reliably. Long- term provisions are discounted if they are interest-free or low-interest.
Provisions for pensions are valued in accordance with the projected unit credit method, in which future compensation increases are taken into account. The amount shown on the balance sheet represents the present value of the obligation, adjusted by the unrecognized past-service costs after offsetting the fair value of the plan assets. The discount rate is based on the interest rate for prior-ranking fixed-income corporate bonds.
Payments for defined contribution plans are stated as expenses when they occur.
Actuarial gains and losses on defined benefit plans are recorded in income and expense recognized directly in equity in exercise of the option in ias 19.
Financial liabilities
Financial liabilities include interest-bearing liabilities relating to financing, particularly loans from banks and other lenders, liabilities under finance leases and other interest-bearing liabilities. They are stated at the present value if they are interest-free or low-interest. Further valuation is carried out at amortized cost using the effective interest rate method.
The GfK Group reports rights to make delivery (put options or bonds) held by minority shareholders as purchase price elements, which depend on future events. The minority interests affected by this are no longer reported as minority interests but are stated under non-current or current liabilities. These financial obligations are valued at fair value.
Earnings distributed to minority interests and the interest added to payment obligations are reported as interest expenses.
Trade payables and other liabilities
Trade payables and other liabilities are stated at repayment value. Obligations under invoices outstanding are reported under trade payables.
Interest-free or low-interest non-current liabilities are discounted and stated at present value.
Liabilities are reported for the first time at the date when the obligation arises.
Liabilities on orders in progress
Liabilities on orders in progress comprise payments on account and accrued amounts from the recognition of sales. Within this item, sales are accrued which have arisen from contractually agreed invoices for prepayments or payments on account, but cannot yet be recognized as sales according to the above described sales recognition methods.
Consolidated cash flow statement
The cash flow statement shows the changes to the balance sheet item “cash and cash equivalents” resulting from cash flows from operating activity, investing activity and financing activity.
The cash flow from operating activity is derived indirectly from changes to balance sheet entries. These are adjusted for the effects of currency translation and changes in the scope of consolidation. As a consequence, only a limited reconciliation is possible between the changes in the balance sheet items according to the consolidated cash flow statement and the arithmetical changes in the consolidated financial statements, the schedule of movements in non-current assets and other information in the notes to the financial statements.
The internally used indicator “changes in working capital” has been included in the consolidated cash flow statement. This indicator comprises changes in trade receivables and payables, liabilities on orders in progress, other assets, other debt capital, securities and fixed-term deposits as well as short-term provisions.
Estimates
To a certain extent, estimates and assumptions cannot be avoided in the consolidated financial statements. They may affect assets and liabilities as well as contingencies on the balance sheet date and the income and expenses for the financial year. These estimates were made by the management, taking into account all known facts to the best of their knowledge. Nevertheless, the actual amounts may deviate from such estimates.
Accounting policies
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The business combination resulting from the acquisition of Beijing Sino Market Research Co., Ltd. and China Market Monitor Co., Ltd., both with registered office in Beijing, China, as of October 1 and 31, 2007 respectively was reported on the basis of provisional values in the consolidated financial statements as of December 31, 2007. The required adjustments to these preliminary figures were made in 2008 within the 12-month period required under ifrs 3. The following changes resulted in respect of the consolidated financial statements as of December 31, 2008: non-current intangible assets from purchase price allocation (panel and customer relations) increased by eur 2,078 thousand. Current assets also rose by eur 345 thousand. Deferred tax liabilities climbed to eur 606 thousand. These changes resulted in a decrease in goodwill of eur 1,817 thousand.
In connection with reporting on the business combination resulting from the acquisition of Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil, a material adjustment to assets and liabilities may become necessary as a result of updated estimates within one year from the date of first-time consolidation, that is April 1, 2009. Such an adjustment would have no impact on the income statement. Intangible assets would possibly be affected as well as the related deferred tax liabilities. The maximum adjustment required will correspond to less than half a percent of consolidated total assets.
The most important estimates regarding the future performance of the GfK Group and its economic environment are described in the outlook section of the management report.
4. Scope of consolidation and major acquisitions
Fully consolidated companies
As of December 31, 2008, the scope of consolidation in accordance with ifrs included 10 (2007: 15) German and 126 (2007: 130) foreign subsidiaries in addition to the parent company.
The table below shows the changes in fully consolidated subsidiaries between January 1, 2008 and December 31, 2008.
In January 2008, 100% of the shares were acquired in GfK Blue Moon Research and Planning Pty. Limited and GfK Blue Moon Quantitative Research Pty. Limited, both with registered office in St Leonards, Australia, which have been consolidated for the first time. The activities of both companies are based in the Custom Research sector. As early as December 2007, a holding company was established for these companies, GfK Custom Research Australia Holding Pty. Limited, Sydney, Australia, which has also been fully consolidated since January 2008.
In March 2008, 100% of the shares were acquired in Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s., Istanbul, Turkey, which maintains activities in the Custom Research sector and was consolidated for the first time as of March 1, 2008.
As of April 1, 2008, GfK acquired 51% of the shares in Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil, which was consolidated for the first time. The company’s activities are based in the Retail and Technology sector.
As of July 1, 2008, the shareholding in Chart Track Limited, London, uk, was increased from 9% to 55%. The company, whose activities relate to the Retail and Technology sector, has been fully consolidated since this date.
As of August 1, 2008, 100% of the shares were acquired in The Arbor Strategy Group, Inc, Ann Arbor, Michigan, usa, which is part of the Custom Research sector. The company has been consolidated for the first time.
The total purchase price for the acquisitions mentioned here was eur 27,249 thousand over the reporting period. This figure comprises eur 19,615 thousand covered by liquid funds including incidental acquisition costs. The remaining purchase price is not yet due; this relates to obligations regarding future purchase price adjustments and put options of minority interests amounting to eur 7,634 thousand. These acquisitions produced goodwill of eur 19,759 thousand relating to the Retail and Technology and Custom Research sectors. Goodwill represents mainly the expertise of the employees of these companies, which cannot be capitalized separately as such.
Previously unreported intangible assets and liabilities and the relevant deferred taxes totaling eur 6,814 thousand as of the balance sheet date, which related primarily to client relationships, were disclosed as part of the acquisition procedures outlined.
The assets and liabilities, which were adopted during the acquisition of these consolidated companies, are shown in the following table.
The cumulative income from these companies for the period during which they belonged to the GfK Group totaled eur 1,253 thousand. In 2008, the companies made a contribution to the GfK Group’s consolidated total sales amounting to eur 13,792 thousand.
As of January 1, 2008, GfK Trustmark ag, Zollikon, Switzerland, was fully consolidated for the first time. The company, which belongs to the Custom Research sector, was not previously included in the consolidated financial statements due to its subordinated role.
GfK latinoamerica holding, s.l., Valencia, Spain, with activities in the Retail and Technology sector, and its subsidiaries, GfK Marketing Service Chile Limitada, Santiago, Chile, and GfK marketing services ltda., São Paulo, Brazil, both with activities in the same sector, and all not previously included in the consolidated financial statements due to their subordinated role, were fully consolidated for the first time as of January 1, 2008. GfK uk Entertainments Ltd., London, uk, has activities in the same sector. The company was established in April 2008 and consolidated for the first time.
As of January 1, 2008, GfK Martin Hamblin Inc., Hartford, Connecticut, usa, was deconsolidated. This company no longer conducts operational activities and is of minor importance to the consolidated financial statements of the GfK Group. Furthermore, Strategic Marketing Asia, Ltd., Bala Cynwyd, Pennsylvania, usa, was deconsolidated as of January 1, 2008 and subsequently wound up.
Fully consolidated subsidiaries (Number)
01.01.2008
Additions
Disposals
31.12.2008
Germany 15 0 – 5 10
Abroad 130 12 – 16 126
Total 145 12 – 21 136
Prior to the merger
As of the acquisition date
Non-current assets 1,214 11,562
Current assets 2,656 2,656
Cash and cash equivalents 1,319 1,319
Liabilities and provisions 3,721 7,255
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GfK cee Finance GmbH was merged with GfK Aktiengesellschaft as of January 1, 2008. Both companies are based in Nuremberg, Germany.
Following the merger on January 1, 2008, of the general partner of GfK Marketing Services GmbH & Co. kg, GfK Marketing Services Verwaltungs-GmbH, which is not consolidated, with the limited partner, GfK Non-Food Tracking Holding GmbH, GfK Marketing Services GmbH & Co. kg was absorbed by GfK Non-Food Tracking Holding GmbH, which subsequently changed its name to GfK Retail and Technology GmbH. All three companies have their registered offices in Nuremberg, Germany.
As of January 1, 2008, GfK u.s. Equity GmbH, GfK us Custom Research Holding GmbH and GfK u.s. Automotive Holding GmbH, all with registered offices in Nuremberg, Germany, were merged with GfK North America Holding GmbH, Nuremberg, Germany.
GfK Custom Research Inc., Minneapolis, Minnesota, usa, was merged as of January 1, 2008 with GfK Custom Research (the former GfK nop), llc, New York, New York, usa.
In 2008, four companies were merged with Institut de Sondages Lavialle (isl) s.a., Issy les Moulineaux, France: as of January 1, Financière isl Société Anonyme, Issy les Moulineaux, France, as of April 1, Satisteme sa, Paris, France, as of July 1, Institut de Recherche d’Informations statistiques (irdis) sarl, Montigny le Bretonneux, France, and as of December 31, audimedia sarl, Issy les Moulineaux, France.
The shareholdings in GfK Animal Healthcare Limited, West Byfleet/Surrey, uk, and m2a s.a., Saint Aubin, France, both with activities in the Custom Research sector, were exchanged for a minority interest in the DmrKynetec Group Limited, St Peter Port, Guernsey, uk, as of July 1, 2008.
As of July 1, 2008, Modata ag, Hergiswil, Switzerland, Liechti ag, Kriegstetten, Switzerland, and Telecontrol ag, Hergiswil, Switzer-land, were merged with Eiphos Holding ag, Hergiswil, Switzerland, which changed its name to GfK Telecontrol ag.
As of September 1, 2008, GfK consumer and business information italy S.p.A., GfK Panel Services Italia S.p.A. and Risposta Srl were merged with GfK Eurisko S.r.l. All four companies are based in Milan, Italy.
Intomart GfK Belgium n.v., Brussels, Belgium was wound up as of December 9, 2008.
Companies of minor importance
The GfK Group did not include 53 (2007: 52) companies in the consolidated financial statements during the reporting year, because they were of minor significance for the net assets, financial position and income of the Group.
External sales, total assets and annual income from these compa-nies together totaled between 0.75% and 1.9% of the correspon-ding figures in the consolidated financial statements.
Associated companies
The consolidated financial statements as of December 31, 2008 report on participations in two (2007: two) associated companies in Germany and 17 (2007: 17) abroad.
As of July 1, 2008, a 26% stake was acquired in the DmrKynetec Group Limited, St Peter Port, Guernsey, uk, in return for inclusion of the subsidiaries GfK Animal Healthcare Limited, West Byfleet/Surrey, uk, and m2a s.a., Saint Aubin, France.
Brand Index vof, Hilversum, Netherlands was wound up as of January 1, 2008.
Other participations
The number of other participations amounts to four (2007: five).
In April 2008, a shareholding of 7.8% was acquired in Qosmos sa, Amiens, France.
The 10% shareholding in Mars Immo sas, Suresnes, France was sold.
Following the acquisition of additional shares in Chart Track Limited, London, uk, this company has been reclassified and is now an affiliated company.
5. Sales
Sales are broken down according to type as shown in the table below.
The breakdown of sales according to sector and region is shown under section 37 Segment reporting.
6. Cost of sales
The breakdown of cost of sales is shown in the table below.
7. Selling and general administrative expenses
The breakdown of selling and general administrative expenses is shown in the table below.
8. Other operating income
Other operating income of eur 54,296 thousand (2007: eur 25,813 thousand) contains exchange gains of eur 36,145 thousand (2007: eur 11,006 thousand). Like the exchange losses of eur 33,360 thousand (2007: eur 9,386 thousand) included in other operating expenses, these exchange gains also relate mainly to foreign currency transactions of Group companies in the uk, Germany and Russia.
Notes to the consolidated income statement
2007 2008
Sales in respect of third parties, billed 1,134,079 1,194,790
Sales in respect of third parties, unbilled 21,857 20,584
Sales in respect of related parties and groups 1,220 2,428
Sales in respect of related Group companies 4,899 2,631
Sales 1,162,055 1,220,433
2007 2008
Personnel expenses 345,910 372,338
Depreciation and amortization 43,827 49,372
Other cost of sales 377,039 404,084
Cost of sales relating to Group companies 7,743 7,233
Cost of sales (before Research and Development costs)
774,519
833,027
Research and Development costs 6,874 7,623
Cost of sales (including Research and Development costs)
781,393
840,650
2007 2008
Personnel expenses 118,111 120,459
Depreciation and amortization 12,823 7,415
Other selling and general administrative expenses 119,450 120,586
Selling and administrative expenses relating to Group companies
1,650
457
Selling and general administrative expenses 252,034 248,917
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In connection with the originally planned merger with Taylor Nelson Sofres plc, London, uk, which did not go ahead, agreements were concluded that would result in compensation payments in the event of the merger not being completed. This resulted in other income amounting to eur 13,416 thousand.
In 2005, GfK se acquired nop World from its former British parent company, ubm. Following the acquisition, the seller asserted claims which GfK did not consider justified. At the beginning of 2008, a settlement was achieved out of court in this respect. As a result of the reduction in the liability amount reported in this connection as of December 31, 2007, other operating income of eur 2,260 thousand (2007: eur 10,205 thousand) is stated.
The remaining other income mainly comprises reversals of im-pairments and income from earlier reporting periods.
9. Other operating expenses
Other operating expenses include the items shown in the table below.
Miscellaneous other operating expenses mainly consist of charges passed on, expenses from deconsolidation, expenses relating to recovery claims, maintenance expenses and other expenses due to authorities and insurance companies. In financial year 2008, these also included expenses for the transformation changing the legal form of GfK Aktiengesellschaft to a Societas Europaea, as well as expenses in connection with a construction project which was not subsequently implemented.
10. Personnel expenses
The expense items in the income statement include the personnel expenses listed in the table below.
11. Adjusted operating income
Adjusted operating income is the internal management indicator for the GfK Group and is explained in detail in the management report. It is derived as follows:
Expenses and income in connection with reorganization and business combinations
Expenses and income in connection with reorganization and business combinations comprise expenses of eur 11,006 thousand arising in connection with the planned merger with Taylor Nelson Sofres plc, London, uk, which was not implemented. These were compensated by the income from the break fee of eur 13,416 thousand. In addition, the item includes expenses for the transformation changing the legal form of GfK Aktiengesellschaft to GfK se amounting to eur 1,244 thousand and expenses in connection with the biss efficiency program of eur 5,805 thousand. The biss expenses primarily include costs of external consultancy and training services, severance pay and expenses from combining business premises.
Write-ups and write-downs on additional assets identified on acquisitions
The composition of write-ups and write-downs on additional assets identified on acquisitions and the allocation to items in the income statement are shown in the table below.
Further details are provided in section 16, in the sub-section “amortization and impairments on intangible assets”.
Personnel expenses for share-based payments and long-term incentives
Personnel expenses shown here include tranche 7 of the stock option program for GfK Group managers amounting to eur 334 thousand (2007: eur 1,312 thousand). The total value of each tranche is notified two years to the day after the options are issued, which corresponds to the period between issue and the date on which options can be exercised for the first time.
The item also includes income relating to the 5 Star Long-Term Incentive Plan for GfK Group employees and managers of eur 1,403 thousand (2007: expenses of eur 365 thousand). This is the amount released from the relevant provisions in addition to the premium waiver of the employees included for 2008, which is based on calculations by an expert. Details are provided in the section entitled “accounting policies”.
The table below shows the number, term and value of virtual shares and virtual performance shares issued as part of the 5 Star Long-Term Incentive Plan.
2007 2008
Current amortization
Cost of sales 14,769 14,767
Impairments
Cost of sales 6,175 8,136
Selling and general administrative expenses 6,894 1,116
Other operating expenses 3,136 1,308
Reversal of impairments
Cost of sales – 522 0
Other operating income – 369 – 1,201
Write-ups and write-downs on additional assets identified on acquisitions
30,083
24,126
2007 2008
Exchange losses 9,386 33,360
Costs in connection with the planned merger with Taylor Nelson Sofres plc, London, uk
0
11,006
Non-operating depreciation/amortization 3,223 3,835
Miscellaneous 5,455 8,053
Other operating expenses 18,064 56,254
2007 2008
Wages and salaries 391,392 415,505
Social security contributions and expenses for pensions
73,783
78,756
Personnel expenses 465,175 494,261
2007 2008
Operating income 136,377 128,908
Expenses and income in connection with reorganization and business combinations
0
4,639
Write-ups and write-downs of additional assets identified on acquisitions
30,083
24,126
Personnel expenses for share-based payment and long-term incentives
1,677
– 1,069
Remaining other operating income – 25,444 – 39,679
Remaining other operating expenses 14,928 41,822
Adjusted operating income 157,621 158,747
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12. Other financial income
Other financial income amounting to eur 16,010 thousand (2007: eur 7,901 thousand) mainly comprises income from derivative financial instruments (eur 13,682 thousand; 2007: eur 6,019 thousand) as well as interest on bank credit balances of eur 997 thousand (2007: eur 1,371 thousand).
13. Other financial expenses
Other financial expenses break down as shown in the table below:
Other interest expenses comprise eur 6,550 thousand (2007: 259 thousand) in expenses from derivative financial instruments and eur 3,912 thousand (2007: eur 3,711 thousand) in interest expenses on future purchase price liabilities (put options or bonds) for the acquisitions of shareholdings. Further information about the use of derivative financial instruments is provided in section 36.
14. Tax on income from ongoing business activity
The main elements of the Group’s tax on income are shown in the table below.
The balance sheet for 2008 recorded a deferred tax asset due to non-utilized tax losses totaling eur 4,880 thousand (2007: eur 10,879 thousand). In addition, there was a deferred tax asset from interest carried forward and tax credits amounting to eur 8,885 thousand (2007: eur 8,304 thousand).
The tax rate used to calculate deferred taxes for GfK se and its German subsidiaries that form part of a tax group (“Organschaft”) comprises corporation tax of 15% plus the solidarity surcharge of 5.5% on the corporation tax debt paid as well as the effective trade tax rate of 15.645%. This results in a tax rate of 31.470% as of December 31, 2008.
The deferred taxes of the remaining German companies are calculated according to the relevant municipal factor of the trade tax rate. The deferred taxes of the companies outside Germany are calculated according to the respective country-specific tax rates.
The table below contains a reconciliation of the anticipated income tax expense on the income tax expense stated in financial year 2008. To calculate the anticipated tax expense, the tax rate of the parent company, GfK se, valid during the reporting year of 31.470% (2007: 39.824%) is multiplied by the pre-tax result.
The following income tax receivables and liabilities have been recorded in the balance sheet:
Non-current income tax assets are reported under the balance sheet item “Other non-current assets and deferred items”.
Notes to the consolidated income statement
2007 2008
Total tax rate 39.824% 31.470%
Expected tax expense 46,617 35,567
Increase/reduction in income tax debt resulting from:
Subsequent tax payments and/or reimbursements for previous years
– 5,834
– 8,741
Other tax-exempt income – 7,652 – 5,762
Differences in tax rates – 9,715 – 3,047
Change in permanent differences – 9 – 2,793
Income from participations valued at equity, not eligible for tax
– 58
– 6
Deviating tax base 4,042 1,538
Non-deductible expenses 1,547 2,130
Adjustment of deferred tax due to changes in tax rates
– 3,995
2,458
Consolidation of taxable income from participations
1,308
2,967
Change in temporary differences not recognized as deferred tax assets, loss carried forward, interest carried forward and tax credits
675
6,274
Other – 1,262 412
Tax expense reported 25,664 30,997
2007 2008
Interest and similar expenses due to banks 22,334 20,241
Other interest expenses 6,559 12,173
Interest expenses 28,893 32,414
Miscellaneous other financial expenses 1,377 3,393
Other financial expenses 30,270 35,807
Tranche 1 2 3
Year issued 2006 2007 2008
Year of payment 2009 2010 2011
Number of virtual shares issued (qty.) 59,633 54,416 87,428
Number of virtual performance shares issued (qty.)
59,633
54,416
87,428
Fair value of a virtual share at the time of issue in eur
30.11
25.71
16.74
Fair value of a virtual performance share at the time of issue in eur
16.43
9.68
8.71
2007 2008
Current tax expenses/income
Taxes on income from other periods – 4,360 – 4,896
Tax income resulting from tax losses not previously utilized
– 601
0
Other actual taxes on income 37,035 33,523
Current tax expenses 32,074 28,627
Deferred tax expenses/income
from the formation or conversion of temporary differences
2,2381)
3,561
from changes in the tax rate/new taxes – 2,281 2,458
based on previously non-utilized tax losses and interest carried forward/tax credits
– 184
– 1,450
based on new tax losses recognized and interest carried forward/tax credits
– 3,172
– 1,382
from the utilization of loss carried forward and interest carried forward/tax credits
7,268
7,041
from write-ups and write-downs on additional assets identified on acquisitions
– 11,417
– 10,016
Other deferred tax expenses 1,1381) 2,158
Deferred tax expenses/income – 6,410 2,370
Taxes on income from ongoing business activity 25,664 30,997
1) Figures for prior year adjusted for partially inappropriate allocation.
31.12.2007 31.12.2008
Non-current income tax assets 1,054 3,787
Current income tax assets 16,225 17,069
Total income tax receivables 17,279 20,856
Non-current income tax liabilities 223 0
Current income tax liabilities 25,862 28,448
Total income tax liabilities 26,085 28,448
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The deferred taxes result from the balance sheet items shown in the following table.
Deferred taxes are reported in the balance sheet as shown in the following table.
Taxes on items posted directly to equity amounted to eur 6,044 thousand (2007: eur –3,680 thousand).
As of December 31, 2008, the Group had domestic tax loss carryforwards amounting to eur 108 thousand (2007: eur 5,146 thousand), which can be utilized for corporation tax and trade tax purposes. In addition, there are foreign tax loss carryforwards totaling eur 36,895 thousand (2007: eur 33,308 thousand). The domestic loss carryforwards can be carried forward without restriction in terms of time and amount. Of the foreign loss carryforwards, the amount of eur 8,334 thousand may be carried
forward without limit or for a period of more than 15 years, and the amount of eur 22,575 thousand is available for carryforward until 2018. eur 5,986 thousand can be carried forward until 2013.
The estimate of their future realizability governs the recognition and valuation of deferred tax assets. This is dependent on the generation of future taxable profits during accounting periods in which tax valuation differences are reversed and tax loss carry-forwards can be applied.
In view of expected future performance, it is assumed probable that the relevant benefits of the recognized deferred tax assets will be realized according to the provisions of ifrs. For companies which reported deferred tax receivables for tax loss carryforwards and which were in a loss-making situation in the year under review or the previous year, deferred tax assets of eur 793 thousand are stated, since there is sufficient assumption of future profits.
The items for which no deferred tax assets have been stated are shown in the table below.
Of the tax losses not recognized as deferred tax assets, an amount of eur 2,642 thousand lapses within the next five years. eur 11,627 thousand will lapse within the next six to ten years. The remaining eur 6,879 thousand will lapse after more than 15 years or include amounts with no time limit on their use. Of the taxable interest carried forward/tax credits, eur 374 thousand will lapse within the next six to ten years. The remaining eur 8,008 thousand are amounts with no time limit on their use. These relate to interest expenses incurred in Germany in 2008 which are not tax-deductible following the introduction of the regulations on the interest limit by implementation of the Corporation Tax Reform Act of 2008.
The GfK Group reports deferred taxes on retained profits from foreign subsidiaries where these profits are distributable and are to be distributed in the foreseeable future.
Pay-outs to shareholders of GfK se do not result in income tax consequences at GfK se level.
15. Earnings per share
Earnings per share are derived as shown below:
The average number of shares is diluted by 20,148 shares from options issued, not yet exercised and options under tranches 4 to 7 exercised in the financial year under review, which are in the money as of the reporting date. This does not result in a dilution effect in respect of the earnings per share. Additional information about the stock option program is provided in section 25 of these Notes. Business events involving potential ordinary shares did not arise after the balance sheet date.
31.12.2007 31.12.2008
Temporary differences 4 41
Tax losses carried forward 6,259 21,148
Interest carried forward/tax credits 2,970 8,382
Total 9,233 29,571
31.12.2007 31.12.2008
Goodwill 7,235 7,615
Other intangible assets 4,487 4,612
Tangible assets 1,952 3,339
Investments in affiliates 5,625 5,336
Investments in associates and other participations 77 94
Other financial assets 22,816 5,065
Other non-current assets and deferred items
832
4,916
Non-current assets 43,024 30,977
Receivables and other current assets 614 480
Securities and fixed-term deposits, cash and cash equivalents
21
1
Current assets 635 481
Long-term provisions 6,660 7,533
Other non-current liabilities and deferred items 2,969 4,337
Non-current liabilities 9,629 11,870
Short-term provisions 897 1,120
Other current liabilities and deferred items 18,705 10,600
Current liabilities 19,602 11,720
Tax losses carried forward and interest carried forward/tax credits
19,183
13,765
Deferred tax assets 92,073 68,813
Goodwill
– 11,624
– 17,068
Other intangible assets – 59,311 – 60,575
Tangible assets – 7,325 – 9,851
Investments in affiliates – 1,304 – 1,711
Investments in associates and other participations – 144 – 202
Other financial assets – 205 0
Other non-current assets and deferred items
– 119
– 223
Non-current assets – 80,032 – 89,630
Receivables and other current assets – 22,249 – 14,443
Securities and fixed-term deposits, cash and cash equivalents
0
– 51
Current assets – 22,249 – 14,494
Long-term provisions – 633 – 335
Other non-current liabilities and deferred items – 13,691 – 4,579
Non-current liabilities – 14,324 – 4,914
Short-term provisions – 390 – 918
Other current liabilities and deferred items – 3,203 – 2,241
Current liabilities – 3,593 – 3,159
Deferred tax liabilities – 120,198 – 112,197
Net deferred tax liabilities – 28,125 – 43,384
31.12.2007 31.12.2008
Deferred tax assets 44,255 30,048
Deferred tax liabilities – 72,380 – 73,432
Net deferred tax liabilities – 28,125 – 43,384
2007 2008
Consolidated total income attributable to equity holders of the parent
83,230
73,161
Weighted average of shares outstanding (no.)
– non-diluted – 35,682,085 35,884,308
Weighted average of shares outstanding (no.)
– diluted – 35,903,757 35,904,456
Earnings per share in eur 2.33 2.04
Earnings per share (diluted) in eur 2.32 2.04
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16. Intangible assets
The movement in intangible assets is shown in the table below.
Intangible assets of major importance
The sum total of all intangible assets of major importance is shown in the table below. These figures relate to intangible assets with an individual value of more than eur 5 million.
The major portion of goodwill relates to the former nop World companies. Goodwill and brands have an indefinite useful life and are not subject to scheduled amortization.
Software relates to the internally developed StarTrack analysis and production system in the Retail and Technology sector with a remaining useful life of five years as well as the Evogenius software, which is still being developed for the Media sector and has a useful life of ten years.
The surveys and brands stem primarily from the purchase price allocation as part of the acquisition of the former nop World. The useful life for the surveys is ten years. The customer relations with an initial useful life of 19 years resulted from the purchase price allocation as part of the acquisition of GfK arbor, llc, Media, Pennsylvania, usa.
Amortization and impairments on intangible assets
Amortization and impairments charged on intangible assets are included in the income statement under the items shown in the following table.
An impairment test is carried out at least once a year to determine whether and to what extent existing goodwill is to be impaired. No impairment adjustment was required as a result of the impairment tests for 2007 and 2008. There were therefore no impairment expenses for either financial year.
The recoverability of panel set-up costs and brands with an indefinite useful life was also reviewed as part of an impairment test.
The impairment expenses totaled eur 13,003 thousand (2007: eur 16,327 thousand). eur 1,308 thousand relate to impairment losses on brands and eur 316 thousand to impairment on panels. Impair-ments on surveys amounting to eur 7,128 thousand, on software of eur 2,576 thousand, on customer relations of eur 1,116 thousand and on long-term contracts of eur 559 thousand are also included. The impairment adjustments were identified in the impairment test, which was based on updated capital market data and adjusted business planning.
Notes to the consolidated balance sheet
31.12.2007 31.12.2008
Goodwill 696,813 660,829
Software 21,614 25,170
Surveys 48,698 37,924
Customer relations 14,626 7,183
Brands 26,014 25,424
2007 2008
Cost of sales 29,244 33,403
Selling and general administrative expenses 7,915 2,272
Other operating expenses 3,157 3,608
Total 40,316 39,283
Acquisition and manufacturing costs
Goodwill
Internally generated intangible
assets
Miscel-laneous
intangible assets
Total:
intangible assets
As of January 1, 2007
805,242
41,090
274,692
1,121,024
Exchange rate changes – 46,844 – 518 – 16,526 – 63,888
Change in scope of consolidation
33,037
497
8,438
41,972
Additions 1,066 17,491 6,919 25,476
Disposals – 7,642 – 239 – 14,735 – 22,616
Reclassifications 0 0 – 261 – 261
As of December 31, 2007
784,859
58,321
258,527
1,101,707
As of January 1, 2008
784,859
58,321
258,527
1,101,707
Exchange rate changes – 44,168 975 1,859 – 41,334
Change in scope of consolidation
32,884
498
16,128
49,510
Additions 495 15,355 7,860 23,710
Disposals – 81 – 108 – 1,710 – 1,899
Reclassifications 0 189 – 159 30
As of December 31, 2008
773,989
75,230
282,505
1,131,724
Cumulative amortization
As of January 1, 2007
40,587
7,825
95,029
143,441
Exchange rate changes – 420 – 46 – 4,873 – 5,339
Change in scope of consolidation
0
104
3
107
Additions 0 3,310 20,679 23,989
Disposals – 1,000 – 174 – 12,883 – 14,057
Impairments 0 35 16,292 16,327
Reversal of impairment 0 0 – 891 – 891
Reclassifications 0 0 – 145 – 145
As of December 31, 2007
39,167
11,054
113,211
163,432
As of January 1, 2008
39,167
11,054
113,211
163,432
Exchange rate changes – 1,915 343 3,045 1,473
Change in scope of consolidation
271
115
16
402
Additions 0 5,593 20,687 26,280
Disposals 0 – 108 – 2,076 – 2,184
Impairments 0 2,443 10,560 13,003
Reversal of impairment 0 0 – 1,201 – 1,201
Reclassifications 0 0 17 17
As of December 31, 2008
37,523
19,440
144,259
201,222
Carrying values
As of January 1, 2007
764,655
33,265
179,663
977,583
As of December 31, 2007
745,692
47,267
145,316
938,275
As of January 1, 2008
745,692
47,267
145,316
938,275
As of December 31, 2008
736,466
55,790
138,246
930,502
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Goodwill
The allocation of goodwill to the cash generating units is shown in the following table.
The decrease in goodwill of eur 9,226 thousand resulted from a rise of eur 32,613 thousand from changes in the scope of consoli-dation, an exchange rate-driven reduction of eur 42,253 thousand as well as additions and disposals of eur 414 thousand.
Internally generated intangible assets
Internally generated intangible assets primarily comprise internally developed software totaling eur 40,016 thousand (2007: eur 30,403 thousand) as well as panel set-up costs of eur 13,695 thousand (2007: eur 11,762 thousand).
Panel set-up costs only have a limited useful life if the panel was created for a specific, fixed-term client order. Capitalized panel set-up costs amounting to eur 9,525 thousand (2007: eur 9,318 thousand) have an indefinite useful life.
The allocation of panel set-up costs to the sectors is shown in the table below.
Miscellaneous intangible assets
The breakdown of miscellaneous intangible assets is shown in the table below.
Brands which have been identified and capitalized as part of the purchase price allocation have an indefinite useful life. They are established brands with a high degree of brand recognition.
The allocation of brands to the sectors is shown in the table below.
17. Tangible assets
The movement in tangible assets is shown in the table below.
Acquisition and manufacturing costs
Land and buildings
Fixtures
and fittings
Total: Tangible
assets
As of January 1, 2007 48,990 203,235 252,225
Exchange rate changes – 341 – 4,040 – 4,381
Change in scope of consolidation
0
839
839
Additions 917 24,238 25,155
Disposals – 826 – 7,593 – 8,419
Reclassifications 50 211 261
As of December 31, 2007 48,790 216,890 265,680 As of January 1, 2008
48,790
216,890
265,680
Exchange rate changes 1,510 – 5,696 – 4,186
Change in scope of consolidation
35
1,388
1,423
Additions 388 34,269 34,657
Disposals – 302 – 10,560 – 10,862
Reclassifications – 35 5 – 30
As of December 31, 2008 50,386 236,296 286,682 Cumulative depreciation As of January 1, 2007
17,378
154,982
172,360
Exchange rate changes – 117 – 2,686 – 2,803
Change in scope of consolidation
0
402
402
Additions 1,248 18,940 20,188
Disposals – 168 – 6,683 – 6,851
Impairments 0 66 66
Reversal of impairment 0 0 0
Reclassifications 0 145 145
As of December 31, 2007 18,341 165,166 183,507 As of January 1, 2008
18,341
165,166
183,507
Exchange rate changes 600 – 3,770 – 3,170
Change in scope of consolidation
0
963
963
Additions 1,274 20,510 21,784
Disposals – 3 – 10,103 – 10,106
Impairments 0 225 225
Reversal of impairment 0 0 0
Reclassifications 0 – 17 – 17
As of December 31, 2008 20,212 172,974 193,186 Carrying values
As of January 1, 2007
31,612
48,253
79,865
As of December 31, 2007 30,449 51,724 82,173 As of January 1, 2008
30,449
51,724
82,173
As of December 31, 2008 30,174 63,322 93,496
31.12.2007 31.12.2008
Custom Research 486,262 476,929
Retail and Technology 112,928 125,124
Media 146,502 134,413
Goodwill 745,692 736,466
31.12.2007 31.12.2008
Disclosed hidden reserves from purchase price allocation:
Surveys 53,941 40,794
Customer relations 32,093 36,520
Brands 32,704 32,155
Panels 5,259 7,225
Contracts 1,456 400
Order book 518 364
Software 14,026 16,056
Panels 351 404
Sundry intangible assets 4,968 4,328
Miscellaneous intangible assets 145,316 138,246
31.12.2007 31.12.2008
Custom Research 20,851 19,882
Retail and Technology 140 64
Media 11,713 12,209
Brands 32,704 32,155
31.12.2007 31.12.2008
Custom Research 6,165 6,972
Retail and Technology 1,709 1,478
Media 1,444 1,075
Panel set-up costs 9,318 9,525
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A land charge has been entered on a piece of land with company buildings in Nuremberg with a carrying value of eur 9,304 thousand (2007: eur 9,536 thousand) for the potential granting of a loan by a bank. No secured liabilities existed as of the reporting date (2007: eur 2,588 thousand).
Leasing
The GfK Group leases office premises and business equipment under long-term lease agreements. As a rule, the lease instalments consist of a minimum lease payment plus a contingent lease payment whose level is governed by the level of use of the leased assets. In cases in which the GfK Group bears the risks and opportunities arising from the use of the leased assets to a substantial extent, these are capitalized (finance lease). Otherwise, the lease install-ments are carried as an expense (operating lease).
Operating Lease
The payments listed in the table below under operating lease agreements were carried as expenses:
The future minimum lease payments under non-terminable agreements are due as of December 31, 2008 as follows:
The main operating leases in the GfK Group involve leases on land and buildings, some with options to extend the lease. They have differing future expiry dates.
Finance Lease
The carrying values of capitalized leased assets as of December 31, 2008 are shown in the table below.
Determination of the present value and due date of future minimum lease payments are shown in the tables below.
In the reporting year, there were no contingent lease instalments to be recognized as expenses. There were no sub-lease arrangements under finance leases.
The main finance leases held by the GfK Group are for buildings and part buildings, software as well as fixtures and fittings.
In April 1992, GfK se entered into a sale-and-leaseback agreement for part of the office building at Nordwestring 101, Nuremberg, which qualifies as a finance lease. The lease was concluded for 30 years with an original obligation amount of eur 13,012 thousand. The original lease period without right of cancellation ends in March 2012, but with the option to acquire the building for eur 7,533 thousand.
The finance lease liability is eur 14,343 thousand (2007: eur 13,618 thousand), of which eur 2,799 thousand (2007: eur 2,184 thousand) has a remaining term of under one year.
18. Financial assets
Investments in associates
The GfK Group’s investments in associates are shown in the list of shareholdings attached to these Notes as an appendix.
The table below gives a summary of financial information on the main investments in associates, which have been valued at equity in the consolidated financial statements.
The rise in the figures shown in the above table resulted essentially from the DmrKynetec Group. As of July 1, 2008, a participation was acquired in the parent company of the group, whose activities are mainly based in the usa and uk, DmrKynetec Group Limited, St Peter Port, Guernsey, uk. This acquisition was part of an exchange for participations in the GfK Group’s subsidiaries GfK Animal Healthcare Limited, West Byfleet/Surrey, uk, and m2a s.a., Saint Aubin, France.
During the reporting period, there were no material pro rata losses on the shareholdings in associates.
As in the previous year, the equity valuation was based on financial statements with differing reporting dates for the following associated companies:
Media Focus (arge), Hergiswil, Switzerland (November 30, 2008)
org-GfK Marketing Services (India) Private Limited, Mumbai, India (March 31, 2008)
Sports Tracking Europe, b.v., Amstelveen, Netherlands (September 30, 2008)
npd Intelect, l.l.c., Port Washington, New York, New York, usa (September 30, 2008)
Notes to the consolidated balance sheet
2007 2008
Assets 44,220 99,383
Liabilities 18,215 37,339
Sales 59,296 75,365
Total income for the period 11,547 13,745
2007 2008
Minimum lease payments 28,476 29,022
Contingent lease payments 294 78
Less sub-lease payments received – 228 – 390
Lease payments 28,542 28,710
31.12.2007 31.12.2008
Buildings 10,033 9,635
Other leased assets 1,899 3,717
Capitalized leased assets 11,932 13,352
31.12.2008
Payable
Minimum lease
instalments
Less
interest
Present value minimum lease
instalments
Within one year 2,932 – 133 2,799
Between one and five years 13,446 – 1,902 11,544
After more than five years 0 0 0
Future minimum lease instalments 16,378 – 2,035 14,343
31.12.2007
Payable
Minimum lease
instalments
Less
interest
Present value minimum lease
instalments
Within one year 2,281 – 97 2,184
Between one and five years 13,590 – 2,373 11,217
After more than five years 236 – 19 217
Future minimum lease instalments 16,107 – 2,489 13,618
Payable 31.12.2007 31.12.2008
Within one year 26,335 27,531
Between one and five years 68,824 69,940
After more than five years 34,839 31,799
Future minimum lease payments under operating lease
129,998
129,270
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The carrying amount for these shares and the income from associates are not materially affected by including these financial statements with differing reporting dates. Moreover, preparing interim financial statements would not have been possible for practical reasons.
Other financial assets
The breakdown of other financial assets is shown in the table below.
The shares in affiliated, non-consolidated companies and other participations are reported at amortized cost, as no market prices exist for them and other methods of realistically estimating the fair value are not practicable.
Further information on the GfK Group’s shares in affiliated companies and other participations is provided in the list of shareholdings in the appendix to these Notes.
19. Other non-current assets and deferred items
Other non-current assets of eur 8,413 thousand (2007: eur 5,878 thousand) comprise mainly other non-current income tax receivables of eur 3,787 thousand (2007: eur 1,054 thousand), other non-current receivables from insurance companies of eur 2,325 thousand (2007: eur 1,993 thousand) and deposits amounting to eur 1,138 thousand (2007: eur 1,523 thousand).
20. Trade receivables
Trade receivables break down as follows:
Impairment expenses amounted to eur 2,607 thousand (2007: eur 1,734 thousand). They are shown in the income statement under the item selling and general administrative expenses. Allocations to valuation allowances totaled eur 2,607 thousand (2007: eur 1,734 thousand) and reversals of valuation allowances stood at eur 812 thousand (2007: eur 958 thousand). Valuation allowances of eur 1,143 thousand (2007: eur 1,717 thousand) were utilized.
21. Securities and fixed-term deposits
As of the balance sheet date, securities and fixed-term deposits of eur 928 thousand (2007: eur 830 thousand) comprised no money market funds.
22. Cash and cash equivalents
A breakdown of cash and cash equivalents is shown in the table below.
There are no material restrictions on the availability of cash and cash equivalents.
23. Other current assets and deferred items including
assets held for sale
The other current assets and deferred items break down as shown in the table below.
The derivatives reported here are primarily part of cash flow hedges used to hedge interest rate risk.
As of December 31, 2008, the company reported no assets held for sale. Further details are provided in Note 33.
24. Due dates of non-impaired assets
The trade receivables and other current assets fall due for payment as shown in the table below.
31.12.2007 31.12.2008
Deferred items 11,124 12,448
Receivables from tax and other authorities 4,665 4,440
Derivative financial instruments 7,805 2,197
Inventories 2,447 754
Assets held for sale 9,530 0
Other current assets 16,438 17,413
52,009 37,252
Less valuation allowances – 1,802 – 1,018
Other current assets and deferred items including asset held for sale
50,207
36,234
31.12.2007 31.12.2008
Shares in affiliated companies 4,654 3,410
Other participations 252 1,500
Loans to affiliated companies 2,980 992
Other loans 253 254
Other available-for-sale securities 340 343
Long-term fixed deposits 63 115
Other financial assets 8,542 6,614
31.12.2007 31.12.2008
Billed trade receivables 232,518 230,751
Unbilled trade receivables 49,763 45,378
282,281 276,129
Less valuation allowances – 4,819 – 5,429
Trade receivables 277,462 270,700
31.12.2007 31.12.2008
Credit with banks 28,655 29,627
Cash equivalents and fixed-term deposits with a remaining term of less than 3 months
10,844
7,086
Checks in transit – 2,502 – 552
Cash in hand and checks 749 509
Cash and cash equivalents 37,746 36,670
31.12.2007 31.12.2008
Trade receivables 277,462 270,700
of which: neither impaired nor overdue 160,439 161,901
of which: non-impaired and overdue as follows
by up to 30 days 73,786 69,802
by between 31 and 90 days 30,126 24,681
by between 91 and 180 days 7,858 9,511
by between 181 and 360 days 1,552 4,135
by more than 360 days 3,701 670
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In the GfK Group, a considerable portion of the trade receivables is due on the billing date. Trade receivables which are not due include unbilled receivables amounting to eur 45,378 thousand (2007: eur 49,763 thousand).
Information about the guidelines on monitoring receivables and the credit rating of clients as well as the criteria for setting up valuation allowances relating to receivables, which apply throughout the Group, are provided in section 3 under Accounting policies.
25. Equity
Subscribed capital
The subscribed capital of GfK Aktiengesellschaft became the subscribed capital of GfK se as of the transformation date on February 2, 2009, in the amount in place on the transformation date and divided into no-par bearer shares according to the division existing on this date. The authorized and contingent capital of GfK Aktiengesellschaft became authorized and contingent capital of GfK se, in the amount existing on the date of transformation.
The stock options exercised in 2008 increased the share capital of GfK se.
Under the stock option program, in 2008, the holders of option rights from tranches 2003/2008, 2004/2009 and 2005/2010 were entitled to acquire no-par shares in GfK se in the ratio 1:1.2 and from tranche 2006/2011 in the ratio 1:1 against submission of the option rights. In 2008, a total of 84,332 no-par shares were acquired by exercising 70,277 options.
As a result of the issue of new shares, the subscribed capital, capital reserve and the number of no-par bearer ordinary shares issued developed as follows:
The 35,947,363 no-par shares are fully paid-up. Each shareholder is entitled to receive dividends on his shares in accordance with the respective profit distribution resolution. Each share grants one vote at the Annual General Meeting.
Authorized capital
GfK se has authorized capital, on the basis of which the Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital against cash and/or contributions in kind on one or more occasions until May 22, 2012 by up to a total amount of eur 55,000 thousand, whereby the shareholders’ subscription rights may be excluded.
Contingent capital
In June 1999, the shareholders passed a resolution for a contingent increase of eur 5,120 thousand in the company’s share capital by issuing up to 2,000,000 new no-par bearer shares. At the Extra-ordinary General Meeting of September 3, 1999, the shareholders passed a resolution to relate profit entitlement to the start of the financial year in which the options are exercised. The aim of the contingent capital increase is to grant option rights to the senior management teams of the company and its affiliated companies within the meaning of Section 15ff. of the German Stock Corporation Act. Acquiring shares is contingent on the achievement of a minimum target, to be agreed with each individual entitled person, for their immediate area of responsibility.
The number of options available to each entitled person is based on the variable salary component advised to each entitled person in an individual letter, which can be replaced by options in the ratio of 1:2.5 by waiving a portion of the promised bonus. The actual number of options for tranches 1 to 3 results from division of this figure by a factor of 4.5. The option right can be exercised at the earliest two years after issue and only within defined exercise windows. The exercise price for tranches 2000/2005 and 2001/2006 was the equivalent of 120% of the average price of GfK shares in the Xetra closing auction on the five trading days prior to the issue of the option rights or 120% of the price of GfK shares in the Xetra closing auction on the date of issue, if this was higher than the aforementi-oned average price.
In June 2002, the shareholders consented to cancelling the existing authorization to grant option rights and approved a new authorization and an increase in the contingent capital to eur 6,687 thousand.
In 2004, the contingent capital increased through the issue of bonus shares in the ratio of 5:1 to eur 13,262 thousand.
The option terms resolved apply to tranches 2002/2007, 2003/2008, 2004/2009, 2005/2010 and 2006/2011 and deviate from those of prior tranches of the program as follows:
Members of the Management Board of GfK se may hold a maximum of 30% (previously 20%) of the option rights being granted.
Options may not be exercised during the 14 days before publication of quarterly, half-yearly, annual or preliminary annual figures. In addition, the company may set further periods at its discretion during which options may not be exercised. For each of the tranches to be issued, the exercise price to acquire a share is the share’s average Xetra price between the respective previous accounts press con-ference and the Annual General Meeting, or, if higher, the price of the share in the Xetra closing auction on the trading day on which the respective tranche is issued, plus a premium of 5%. Trading days are those days on which the Frankfurt Stock Exchange determines a price for the company’s shares.
Notes to the consolidated balance sheet
31.12.2007 31.12.2008
Other current assets and deferred items (excluding inventories and receivables from employees)
37,212
34,760
of which: neither impaired nor overdue 32,817 26,976
of which: non-impaired and overdue as follows
by up to 30 days 1,591 2,601
by between 31 and 90 days 1,669 2,867
by between 91 and 180 days 411 976
by between 181 and 360 days 186 1,147
by more than 360 days 538 193
Subscribed capital
eur’000
Capital reserve
eur’000
Number of no-par shares
issued Units
Carried forward as of January 1, 2008
150,081
195,750
35,863,031
Issue of new shares through conversion of options from contingent capital
216
1,194
84,332
Personnel expenses for stock options
0 1.334 0
As of December 31, 2008 150,297 197,278 35,947,363
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Tranche 4 5 6 7
Implicit volatility on issue date in % 51 34 26 22
Risk-free investment interest in %1) 2.2 3.2 2.5 3.9
Term in years 5.6 5.5 5.6 5.6
Fair value per option in eur 5.70 6.66 5.04 3.14
Total value per program 2,654 2,809 2,289 1,730
1) Interest rate of zero coupon bonds with a maturity of three years
2007 2008
Number
of options
Weighted average price in eur/share
Number
of options
Weighted average price
in eur/share
Balance at start of year
1,470,955
27.83
1,157,045
29.12
Options granted
–
–
–
–
Exercised 299,109 22.72 70,277 16.72
Forfeited 14,801 30.35 11,574 31.00
Expired – – – –
Repayments – – – –
Balance at year-end
1,157,045
29.12
1,075,194
29.91
Exercisable at year-end
612,809
25.25
1,075,194
29.91
At the start of 2008, the contingent capital (contingent capital i and ii) for exercising options amounted to eur 7,918 thousand, equivalent to 2,544,690 no-par bearer shares. Following the exercise of options in 2008, the company’s contingent capital was reduced by eur 216 thousand. By resolution of the Annual General Meeting on May 23, 2007, the company’s contingent capital was increased by eur 21,250 thousand through the issue of up to 5,000,000 new no-par bearer shares (contingent capital iii). The contingent capital iii is used to grant shares to holders or creditors of options and/or convertible bonds issued on the basis of the authorization of the Annual General Meeting of May 23, 2007.
The contingent capital of the company amounted to eur 28,952 thousand as of December 31, 2008, which corresponds to 7,460,358 no-par shares.
Stock Options
As a result of the capital increase in 2004 out of company funds and the issue of bonus shares in the ratio of 5:1, the subscription right in respect of the issued options of tranches 1 to 6 increased from one share to 1.2 shares per option. The exercise prices were adjusted accordingly. For tranche 7, to which GfK executives were invited to subscribe after the capital increase in 2004, one option corresponds to the right to subscribe one share.
The development of the stock options issued is shown in the table below.
During financial year 2008, the stock option program involved personnel expenses of eur 334 thousand (2007: eur 1,312 thousand).
The fair value of the stock options issued by GfK in the years 2001 to 2006 was calculated as of the date of granting on the basis of a Black-Scholes option pricing model, which takes account of the issue terms and conditions. The parameters considered when calculating the fair value and the overall amounts based on it are shown in the table below.
The calculation of volatility is based on historical volatility data for GfK shares (weekly average prices, net of any extraordinary past prices) for the expected term of the options.
The average weighted remaining term for the stock options was 2.3 years (2007: 3.2 years) as of December 31, 2008.
The development of the individual items of equity is shown in the table below.
Term
Total options
Of which: Manage-
ment Board
Exercise
price in eur
from
to
Options exercised
Shares issued
4 2003/ 2008
457,319
149,9991)
15.44
2005
2008
457,319
548,780
5 2004/ 2009
418,720
128,1101)
25.81
2006
2009
246,964
296,356
6 2005/ 2010
440,021
122,2211)
26.60
2007
2010
73,415
88,098
7 2006/ 2011
536,832
146,664
33.48
2008
2011
–
–
1) Including members who have since left the Management Board.
Tra
nch
e
Exercisable
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The change in the difference from currency translation in the year under review of eur –61,167 thousand, recognized directly in equity, resulted mainly from the devaluation of the pound sterling.
During the reporting year, eur 16,138 thousand (2007: eur 12,781 thousand) were distributed to the shareholders. This corresponds to eur 0.45 eur (2007: eur 0.36) per share.
Proposed appropriation of profits
In accordance with the German Stock Corporation Act, the dividend that may be distributed is determined by the retained profit reported in the annual financial statements of the parent company, GfK se. These are prepared under the provisions of the German Commercial Code (hgb). The retained earnings and retained profit of GfK se re-ported under the provisions of the hgb are available for distribution to shareholders in their entirety. The capital reserve may not be distributed to shareholders.
A proposal will be made to the Annual General Meeting to distribute a dividend of eur 16,536 thousand (eur 0.46 per no-par share) to shareholders out of the retained profit of eur 133,020 thousand and to transfer eur 116,484 thousand to other retained earnings.
26. Long-term provisions
The breakdown of long-term provisions is shown in the table below:
Pension provisions
Pension provisioning within the GfK Group is based on both defined contribution plans and defined benefit plans for each company.
For defined contribution plans, which are financed exclusively on the basis of external funds, there are no further obligations for GfK companies other than paying contributions. Expenses for defined contribution plans also include employer contributions to statutory pension plans.
Pension commitments are based on statutory or contractual arrangements or are on a voluntary basis. The basis of assessment for contributions to defined contribution plans is mainly the length of service with the company and the wage or salary level of the employee. However, the benefits can vary depending on the legal, fiscal and economic framework conditions of the country concerned. The expenses for defined contribution plans amounted to eur 14,089 thousand in 2008 (2007: eur 12,827 thousand).
The pension obligations arising from defined benefit plans are reported according to the projected unit credit method. Actuarial reports are produced annually by independent actuaries for defined benefit plans. The actuaries apply statistical and actuarial calculations to determine the assets and provisions to be carried on the balance sheet. Determining the present value of defined benefit plans and pension assets is based on empirical and statistical estimated values, such as future salary raises, mortality rates or expected long-term returns on the plan assets.
Discrepancies between the actual values and these estimated values are expressed as actuarial gains or losses. The GfK Group is utilizing the option under ias 19, whereby actuarial gains and losses are not recognized in the income statement but recognized directly in equity. In the year under review, actuarial losses of
Notes to the consolidated balance sheet
Attributable to equity holders of the parent
Income and expense recognized directly in equity
Sub- scribed capital
Capital reserve
Retained earnings
Currency
trans- lation
dif-ferences
Fair
value of securities available-
for-sale
Valuation
of cash flow hedges
(effective portion)
Valuation of net
investment hedges
for foreign subsidiaries
Actuarial gains/losses
on defined benefit plans
Total
Minority interests
Total equity
As of January 1, 2007
150,847
185,050
122,700
– 20,243
28
6,423
8,807
– 4,718
448,894
17,511
466,405
Total income 83,230 – 49,651 – 38 – 1,436 10,041 3,748 45,894 7,872 53,766New shares issued 919 7,703 8,622 8,622
Dividends to shareholders
– 12,781
– 12,781
– 6,354
– 19,135
Other changes – 1,685 2,997 – 2,565 – 1,253 1,146 – 107
As of December 31, 2007
150,081
195,750
190,584
– 69,894
– 10
4,987
18,848
– 970
489,376
20,175
509,551
As of January 1, 2008
150,081
195,750
190,584
– 69,894
– 10
4,987
18,848
– 970
489,376
20,175
509,551
Total income 73,161 – 61,167 14 – 5,108 – 3,233 – 4,809 – 1,142 8,968 7,826
New shares issued 216 1,194 1,410 1,410
Dividends to shareholders
– 16,138
– 16,138
– 3,611
– 19,749
Other changes 334 3,129 3,463 – 2,205 1,258
As of December 31, 2008
150,297
197,278
250,736
– 131,061
4
– 121
15,615
– 5,779
476,969
23,327
500,296
31.12.2007 31.12.2008
Pension provisions 34,749 41,491
Other long-term provisions 18,888 15,073
Long-term provisions 53,637 56,564
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eur 5,283 thousand (2007 gains: eur 5,455 thousand) were reported in this way. This change also comprises the effects of currency translation. The cumulative amount of income and expenses recognized directly in equity totaled eur –6,846 thousand as of December 31, 2008 (2007: eur –1,563 thousand). The values indicated represent the relevant figures before deferred taxes and excluding minority interests.
The calculation of obligations and, in certain cases, associated plan assets, is based on the actuarial and statistical assumptions listed in the table below (weighted average).
Mortality rates for GfK companies in Germany were taken from the 2005 g guideline tables by Dr. Klaus Heubeck.
The breakdown of pension provisions reported in the balance sheet is shown in the table below.
The movement in the present value of the defined benefit obligation (dbo) during the period under review is shown in the table below.
The table below shows the movement in plan assets.
The plan assets for funded pension obligations essentially comprise financial instruments amounting to eur 39,842 thousand (2007: eur 35,987 thousand).
The general expected return on the plan assets was determined based mainly on experience from the past ten years. The expected return on plan assets reported in the financial statements for 2008 is on average 3.98% (2007: 4.42%). The actual results from the plan assets amounted to eur –4,690 thousand in 2008 (2007: eur 821 thousand).
According to GfK estimates, contributions of around eur 2,067 thousand will be payable into funded pension plans over the coming year.
The amounts reported in the income statement break down as shown in the table below.
The pension expenses are included mainly in cost of sales, selling and general administrative expenses and interest expenses.
The funding status is shown in the table below.
The first-time valuation of pension provisions in accordance with ias 19 was carried out in 2004. Accordingly, no empirical values regarding the adjustment in liabilities and assets are available for that year.
2007 2008
Fair value of plan assets as of January 1 41,627 40,754
Change in scope of consolidation 0 1,368
Expected return on plan assets 1,844 1,983
Actuarial gains/losses – 716 – 6,601
Exchange rate changes – 1,214 4,816
Employer contributions 1,755 3,265
Participant contributions 1,023 1,137
Benefits paid – 1,006 – 1,532
Plan settlements – 2,559 – 151
Fair value of plan assets as of December 31 40,754 45,039
2007 2008
Service cost 3,172 3,324
Interest cost 2,796 3,207
Expected return on plan assets – 1,850 – 1,983
Past service cost 121 33
Profit/loss from curtailment or discontinuation of pension plans
– 846
– 23
Pension expenses 3,393 4,558
2004 2005 2006 2007 2008
Pension liabilities 61,325 77,831 81,998 75,336 86,450
Pension assets – 33,760 – 39,388 – 41,627 – 40,754 – 45,039
Impact of ceiling in accor-dance with ias 19.58 (b)
0
0
0
58
80
Funding status 27,565 38,443 40,371 34,640 41,491
Empirical adjustment in liabilities
–
26.92 %
5.35 %
– 8.12 %
– 2.77 %
Empirical adjustment in assets
–
16.67 %
5.68 %
– 2.10 %
15.60 %
2007 2008
Discount rate 4.27 % 4.38 %
Rate of salary increase 2.40 % 2.35 %
Fluctuation rate 0.38 % 0.41 %
Expected growth in pensions 1.18 % 1.05 %
Expected long-term return on plan assets 4.42 % 3.98 %
31.12.2007 31.12.2008
Present value of unfunded obligations 33,453 32,779
Present value of funded obligations 41,883 53,671
Present value of overall obligations 75,336 86,450
Fair value of plan assets – 40,754 – 45,039
Impact of ceiling in accordance with ias 19.58 (b) 58 80
Net present value of obligations 34,640 41,491
Pension provisions
34,749
41,491
Other assets – 109 – 162
Net amount reported on balance sheet 34,640 41,329
31.12.2007 31.12.2008
Present value of defined benefit obligation as of January 1
81,998
75,336
Change in scope of consolidation 8 1,813
Current service cost 3,172 3,324
Interest cost 2,796 3,207
Participant contributions 1,029 1,142
Actuarial gains/losses – 6,395 – 1,669
Exchange rate changes – 1,331 5,555
Benefits paid – 2,986 – 2,127
Past service cost 446 33
Plan reductions – 843 0
Plan settlements – 2,558 – 164
Present value of defined benefit obligation as of December 31
75,336
86,450
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27. Non-current and current interest-bearing financial liabilities
The breakdown of financial liabilities is shown in the table below.
Other financial liabilities included loan liabilities totaling eur 5,245 thousand as of December 31, 2008 (2007: eur 3,592 thousand), of which eur 4,631 thousand (2007: eur 2,766 thousand) concerned related parties.
In addition, other financial liabilities comprise purchase price liabilities which depend on future events (put options and bonds) for the acquisition of participations amounting to eur 67,613 thousand (2007: eur 70,185 thousand).
As of December 31, 2008, the weighted average interest rate for the amounts due to banks was 3.49% after interest rate hedging (2007: 4.51%).
The financial liabilities become due in the next five years and thereafter, as shown in the table below.
As of December 31, 2008, the GfK Group had confirmed loans and credit lines of eur 501,264 thousand (2007: eur 553,332 thousand), of which eur 111,880 thousand (2007: eur 165,265 thousand) have not been used. The weighted average rate of interest on the loans and credit lines is 3.51% (2007: 5.35%) before interest rate hedging.
Notes to the consolidated balance sheet
Other long-term provisions
The movement in other long-term provisions in the period under review is shown in the table below.
Personnel provisions comprise mainly commitments relating to employees leaving and from provisions for anniversary expenses based on contractual agreements. In addition, they comprise provisions for the Long Term Incentive Plan of eur 3,376 thousand (2007: eur 4,421 thousand).
The provision for potential contractual losses relates essentially to a long-term lease agreement at non-standard terms. The agreement has been in place since 2002 at a company of the former nop World. The remaining term is eight years. The agreed rent has been compared with the current and estimated future market rates and the amount in excess has been recognized in the provisions. As this is an interest-free commitment, the present value has been used. The discount was calculated at an interest rate of 7%. The nominal amount of the commitment as of the reporting date was eur 6,513 thousand (usd 9,054 thousand). In the year under review, a write-up on this discounted provision amounting to eur 312 thousand was applied.
Personnel
Potential contractual
losses
Sundry
Total
As of January 1, 2008 10,974 4,807 3,107 18,888
Currency effects – 50 212 – 20 142
Change in scope of consolidation
87
0
0
87
Write-ups to discounted provisions
0
312
0
312
Additions 3,463 0 67 3,530
Utilization – 879 0 – 39 – 918
Release – 651 0 – 2,346 – 2,997
Reclassifications to short-term provisions
– 3,050
– 961
40
– 3,971
As of December 31, 2008 9,894 4,370 809 15,073
31.12.2007 31.12.2008
Amounts due to banks 387,261 389,384
of which with a remaining term of less than one year
93,083
103,374
of which with a remaining term of between one and five years
294,178
286,010
of which with a remaining term of over five years
0
0
Liabilities under finance leases 13,618 14,343
of which with a remaining term of less than one year
2,184
2,799
of which with a remaining term of between one and five years
11,217
11,544
of which with a remaining term of over five years
217
0
Other financial liabilities 75,808 73,911
of which with a remaining term of less than one year
63,536
58,265
of which with a remaining term of between one and five years
11,639
14,004
of which with a remaining term of over five years
633
1,642
Financial liabilities 476,687 477,638
of which with a remaining term of less than one year
158,803
164,438
of which with a remaining term of between one and five years
317,034
311,558
of which with a remaining term of over five years
850
1,642
Due date 31.12.2007 31.12.2008
Within one year1) 158,803 164,438
One to two years 96,384 60,155
Two to three years 55,747 54,616
Three to four years 158,420 195,766
Four to five years 6,483 1,021
More than five years 850 1,642
Financial liabilities 476,687 477,638
1) Includes current account liabilities payable on demand in the context of credit lines
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Collateral of eur 113 thousand (2007: eur 2,704 thousand) is in place for amounts due to banks and liabilities under leases of eur 403,727 thousand (2007: eur 400,880 thousand). The collateral breakdown is shown in the following table.
The GfK Group has undertaken to meet certain covenants as part of a syndicated credit facility and the issue of a loan note. The ratio of net indebtedness in relation to modified ebitda, which is established on the basis of specific criteria, must be lower than 3.25. The ratio of modified ebitda to interest expenses must be higher than 4.0. In the event of these covenants being breached, the credit margin of the banks providing the finance increases and a new agreement on the covenants to be met in future must be concluded with the creditors. Both covenants were met by the GfK Group as of December 31, 2008.
The GfK Group only concludes financing transactions with renowned German and foreign banks. The default risk is further reduced by spreading the transactions across several banks. Despite the financial crisis, GfK se succeeded in issuing a loan note worth eur 50 million at the end of 2008, thereby expanding the investor base.
28. Other non-current liabilities and deferred items
Other non-current liabilities and deferred items of eur 5,296 thousand (2007: eur 14,275 thousand) include non-current liabilities under leases of eur 1,495 thousand (2007: eur 672 thousand), non-current liabilities due to pension funds, non-current liabilities from share and asset deals and non-current liabilities stated as part of purchase price allocation.
29. Short-term provisions
The movement in short-term provisions in the year under review is shown in the table below.
30. Other current liabilities and deferred items including liabilities held for sale
The breakdown of other current liabilities and deferred items is shown in the table below.
Current liabilities to employees mainly comprise liabilities for the payment of bonuses (eur 23,855 thousand) and holiday and flexitime claims (eur 13,646 thousand), liabilities arising from social security (eur 9,464 thousand) and liabilities from wages and salaries (eur 5,571 thousand).
Other liabilities from operating business mainly comprise amounts owed to households and respondents (eur 5,749 thousand), inter-viewers (eur 4,465 thousand) as well as to customers (eur 3,784 thousand).
Liabilities from non-operating business mainly include liabilities under leases (eur 2,980 thousand) as well as liabilities for external year-end closing costs and legal and consultancy costs (eur 2,545 thousand).
The other current liabilities mainly comprise repayment obligations and current liabilities in connection with derivatives as well as current liabilities under share and asset deals.
As of December 31, 2008, no liabilities were held for sale. Further explanations are provided in section 33.
31.12.2007 31.12.2008
Accounts payable to employees 58,929 59,402
Liabilities from other taxes 23,159 23,672
Other operating liabilities 18,779 18,566
Non-operating liabilities 7,809 7,981
Interest owed 5,353 2,117
Liabilities to related parties 5,311 2,501
Liabilities held for sale 1,175 0
Sundry liabilities 4,674 7,277
Other current liabilities and deferred items including liabilities held for sale
125,189
121,516
31.12.2007 31.12.2008
Amounts due to banks secured by mortgage 2,588 0
Liabilities under leases secured by transfer of movable assets
116
113
Secured liabilities 2,704 113
Per- sonnel
Potential
contractual losses
Authori-ties and
insurance companies
Sales
Sundry
Total
As of January 1, 2008
2,839
1,148
1,519
755
1,462
7,723
Currency effects
– 119
58
– 52
21
27
– 65
Change in scope of consolidation
18
0
0
0
0
18
Additions 729 426 1,119 619 193 3,086
Utilization – 753 – 982 – 1,015 – 493 – 638 – 3,881
Release – 943 0 – 115 – 40 – 495 – 1,593
Reclassifi-cations from long-term provisions
3,050
961
– 40
0
0
3,971
As of December 31, 2008
4,821
1,611
1,416
862
549
9,259
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31. Sensitivity analysis
Exchange rate risks can arise in the GfK Group from transactions conducted in a currency other than the respective functional currency. The main currencies are shown in thousand euros in the table below.
The exchange rates of the most important currencies to the euro are shown in section 3, Accounting policies.
The sensitivity analysis approximately quantifies the risk that can arise under certain assumed conditions if specific parameters change. The table below shows how equity and net income are affected by a simultaneous parallel appreciation of all foreign currencies of 10% against the euro while all other factors remain constant.
Interest rate risks can arise for variable rate financial instruments and for fixed-income financial instruments not measured at amortized cost.
Changes in the market value of fixed-income financial assets and liabilities are not recognized in the income statement; moreover, there are no interest rate derivatives which are allocated to fixed-income instruments as fair value hedges in accordance with ias 39 and reported in fair value hedge accounting. A change in interest rates on the reporting date, therefore, has no impact on the income statement or the equity as these items are measured at amortized cost.
The effects before tax on the equity and income statement of a change in interest rates for variable rate financial instruments of 100 basis points on the reporting date are shown in the table below. This analysis assumes that all other variables, especially exchange rates, remain constant.
The column headed “equity” only shows the impact of changes that are recognized directly in equity. Changes which would impact on the income statement are not shown in the column with the figures for equity.
32. Notes to the consolidated cash flow statement
The cash flow statement is presented at the front of the Notes. It shows the changes in the GfK Group balance sheet item, cash and cash equivalents, during the year under review. In accordance with ias 7, a distinction is made between cash flows from operating activity and from investing and financing activity. The funding sources covered in the cash flow statement comprise cash and cash equivalents. They encompass cash in hand, checks, cash equivalents and fixed-term deposits where they are available within three months.
The cash flow from operating activity amounted to eur 145,836 thousand (2007: eur 168,129 thousand). It covered investments in full, which totaled eur 101,484 thousand (2007: eur 73,700 thousand). Of this, eur 50,483 thousand (2007: eur 49,249 thousand) related to capital expenditure. The disbursements for
Supplement disclosures
31.12.2008 EUR USD GBP CHF SGD JPY
Loans 946 297,789 55,021 4,974 595 0
Trade receivables 11,093 4,261 125 289 623 92
Cash and cash equivalents
1,717
338
23
2
0
19
Interest-bearing financial liabilities
650
247,463
5,302
8,777
0
4,365
Trade payables 3,289 3,899 1,009 6,968 297 279
Liabilities from orders in progress
1,272
2,022
7
0
82
12
31.12.2007 31.12.2008
Equity
Income statement
Overall impact
Equity
Income statement
Overall impact
EUR 0 – 617 – 617 0 – 941 – 941
USD 7,2781) – 4,3401) 2,938 9,072 – 4,172 4,900
GBP 9,3041) – 3,1301) 6,174 5,309 – 424 4,885
CHF 0 – 86 – 86 0 – 1,048 – 1,048
SGD 0 – 115 – 115 0 84 84
JPY 0 – 187 – 187 0 – 455 – 455
Total 16,582 – 8,475 8,107 14,381 – 6,956 7,425
1) Figures for prior year adjusted for partially inappropriate allocation
31.12.2007
Equity
Income statement
Interest rate change in percentage points
+ 1
– 1
+ 1
– 1
Variable rate instruments
0
0
– 3,783
3,783
Interest rate swaps 3,409 – 3,088 2,936 – 2,822
Cash flow sensitivity
3,409
– 3,088
– 847
961
31.12.2008
Equity
Income statement
Interest rate change in percentage points
+ 1
– 1
+ 1
– 1
Variable rate instruments
0
0
– 3,792
3,792
Interest rate swaps 1,528 – 1,558 2,047 – 2,047
Cash flow sensitivity
1,528
– 1,558
– 1,745
1, 745
31.12.2007 EUR USD GBP CHF SGD JPY
Loans 945 354,618 93,466 18 0 0
Trade receivables 11,514 3,653 148 0 5 52
Cash and cash equivalents
1,202
314
2
0
0
5
Interest-bearing financial liabilities
650
323,370
29,365
0
998
1,837
Trade payables 4,972 3,289 2,494 880 99 76
Liabilities from orders in progress
1,255
2,546
14
0
53
17
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the acquisition of consolidated companies and other business units amounted to eur 48,980 thousand (2007: eur 22,836 thousand), while the total cash purchase prices stood at eur 19,615 thousand according to the section on the scope of consolidation and major acquisitions. The difference is mainly attributable to additional acquisitions in already consolidated companies and subsequent purchase price payments for parti-cipations acquired in previous years.
In addition, cash flow from operating activity was partly used for loan repayments (eur 114,090 thousand; 2007: eur 125,978 thousand). At the same time, new loans totaling eur 108,569 thousand (2007: eur 51,820 thousand) were raised. In net terms, the cash flow from financing activity resulted in a negative figure (eur –56,749 thousand; 2007: –112,901 thousand). In the year under review, interest paid amounted to eur 33,579 thousand (2007: eur 28,126 thousand). The cash inflow from interest totaled eur 10,332 thousand (2007: eur 5,620 thousand). The interest paid as well as the interest received comprises payments in connection with derivative interest hedging contracts.
Dividends totaling eur 19,059 thousand (2007: eur 19,239 thousand) were paid to shareholders of GfK se and minority shareholders in subsidiaries. The cash and cash equivalents reported in the balance sheet fell by eur 1,076 thousand (2007: eur –10,116 thousand).
Income tax payments resulted overall in a cash outflow of eur 35,955 thousand (2007: eur 33,188 thousand) in financial year 2008. The previous year’s figure was impacted positively by various special factors.
Funds acquired through the purchase of subsidiaries amounted to eur 1,841 thousand (2007: eur 2,573 thousand).
33. Disposal groups
The GfK Group was planning to sell its holdings in GfK Animal Healthcare Limited, West Byfleet/Surrey, uk, and m2a s.a., Saint Aubin, France at the beginning of 2008. All assets of the two companies were reported separately on the balance sheet as of December 31, 2007, in the line item “assets held for sale” (eur 9,530 thousand). The liabilities of the operations being sold were reported under liabilities held for sale (eur 1,175 thousand). The planned sale was implemented on July 1, 2008 through exchanging the participations in the above-mentioned companies in return for a minority holding in the DmrKynetec Group Limited, St Peter Port, Guernsey, uk. The subsidiaries were deconsolidated.
34. Related parties
Related parties are persons or groups which could be influenced by the GfK Group or could have an influence on the GfK Group. In the year under review, the following major transactions were carried out involving related parties:
Liabilities relating to as yet unpaid profit shares of eur 1,191 thousand (2007: eur 936 thousand) arose vis-à-vis The npd Group Inc., Port Washington, New York, usa.
Dividend liabilities no longer exist vis-à-vis Emer Marketing Research s.a., Valencia, Spain, the minority shareholder in GfK Marketing Services España, s.a., Valencia, Spain (2007: eur 1,710 thousand ). The liabilities due to the former share- holders of Beijing Sino Market Research Co., Ltd., Beijing, China, mainly comprised purchase price obligations of eur 437 thousand (2007: eur 9,884 thousand ).
There were mainly loan obligations amounting to eur 1,900 thousand (2007: eur 665 thousand) due to GfK-nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin, the majority shareholder of GfK se. The corresponding interest expenses stood at eur 141 thousand (2007: eur 217 thousand).
Provisions in connection with the 5 Star Long Term Incentive Plan (eur 5,250 thousand; 2007: eur 4,451 thousand) represent a commitment to selected managers of the GfK Group. Of this, eur 3,376 thousand (2007: eur 4,421 thousand) had a remaining term of more than one year.
Unless stated otherwise, amounts owed to and by related parties mainly have a remaining term of less than one year.
Material receivables, liabilities, income and expenses with non-consolidated affiliated companies, associated companies and other participations of the GfK Group are specified in the Notes under the respective items.
35. Contingent liabilities and other financial
commitments
The contingent liabilities and other financial commitments that are not carried as liabilities in the consolidated balance sheet are reported at nominal values and break down as shown in the following table.
Of these commitments, eur 8,166 thousand (2007: eur 4,033 thousand) had a remaining term of less than one year.
In addition, there are the following contingent liabilities and financial commitments:
bwv Holding ag, St. Gallen, Switzerland, sold holdings in two Swiss and one Austrian joint stock company with agreement dated July 28, 2004. GfK se has assumed a purchase price payment obligation of up to eur 5,745 thousand (chf 8,500 thousand) to cover claims by the purchaser arising from contractual infringements. From July 28, 2009, the guarantee drops to eur 5,069 thousand (chf 7,500 thousand) and ends as of December 31, 2014.
Following the acquisition of the nop World Group in 2005, the GfK Group was restructured in part and sub-groups and inter-mediate holding companies were set up. GfK se has issued a conditional declaration to three of the managing directors of the holding companies, which releases them from any future claims that may be made by third parties in connection with their positions as managing directors of these companies.
It is possible that subsequent tax payments may be necessary following future tax audits at GfK Group companies. This also applies in terms of possible liabilities due to social security agencies. The occurrence and amount of such future liabilities cannot be estimated.
Future commitments arising from lease agreements are described in section 17, Tangible assets, in the sub-heading “Leasing”.
31.12.2007 31.12.2008
Commitments arising from
maintenance, service and license agreements 6,327 6,996
guarantees and sureties 2,406 4,656
order commitments 2,370 2,658
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36. Financial instruments and derivatives
The default risk linked to the positive fair values of the derivatives is estimated to be low, as transactions are only concluded with renowned German and foreign banks. Furthermore, the default risk is reduced by spreading the transactions across several banks.
The maximum default risk of the GfK Group amounts essentially to the carrying value of all financial assets. The global activities of the GfK Group and the large number of customers, which include many established major companies, reduce the concentration of the default risk.
The carrying values of the derivative financial instruments of the GfK Group are shown in the table below.
The carrying values of all financial instruments approximately correspond to the fair values.
The derivative financial instruments are valued on a marking-to-market basis, in accordance with the market conditions as of the reporting date. In addition, the Group’s own calculations are checked for plausibility on the basis of the market assessments provided by the banks.
As of December 31, 2008, the GfK Group had currency hedging contracts relating to the Australian dollar, us dollar, Singapore dollar, Swedish krona, Norwegian krone, Japanese yen, pound sterling, Swiss franc, Polish zloty and the Czech koruna. The nominal volume of the currency hedging contracts totaled eur 24,833 thousand (2007: eur 20,874 thousand), whereby all contracts had a remaining term of less than one year.
In addition, as of the reporting date, the GfK Group had com- bined interest rate and currency swaps with a nominal value of eur 8,555 thousand (2007: eur 6,634 thousand). Of these, eur 4,541 thousand (2007: eur 5,130 thousand) had a remaining term of more than one year. The fair value as of the reporting date amounted to eur 815 thousand (2007: eur 302 thousand).
The GfK Group also holds an amortizing interest rate cap with a nominal volume of eur 11,078 thousand (2007: eur 17,235 thousand) and a fair value as of the reporting date of eur 0 thousand. eur 4,028 thousand of the nominal volume had a remaining term of more than one year.
As of the year-end, the GfK Group also held interest rate hedging contracts of a total nominal amount of eur 212,435 thousand (2007: eur 282,215 thousand) and a positive fair value of eur 85 thousand (2007: eur 7,428 thousand). As a result, an interest rate of between 2.6% and 2.7% was secured for loans in euros. The interest rate secured for loans in us dollars is 3.7% or 4.1% (all figures before credit margin). Of this, interest rate swaps with a nominal volume of eur 212,435 thousand (2007: eur 281,990 thousand) are classified as cash flow hedges.
Segment reporting
The total interest rate swaps mature in the next five years as shown in the table below.
In the case of derivatives used as part of cash flow hedges, changes in fair values are reported in the income and expenses recognized directly in equity. For the year under review, the amount posted under income and expenses recognized directly in equity amounted to eur –7,224 thousand before tax (2007: eur –3,206 thousand) and eur – 4,951 thousand after tax (2007: eur –2,197 thousand). During the year under review, there was also a reduction totaling eur 157 thousand after tax (2007: eur 761 thousand including the change in the tax rate in Germany).
The GfK Group used net investment hedges to hedge net invest-ments in foreign subsidiaries. In the year under review, effective changes in the value of a loan in us dollars, which was concluded as part of the acquisition of the former nop World, as well as existing us dollar loans for the financing of GfK arbor, llc, Media, Pennsylvania, usa, and GfK v2, llc, Blue Bell, Pennsylvania, usa, amounting to eur –4,717 thousand before tax (2007: eur 12,869 thousand) and eur –3,233 thousand after tax (2007: eur 10,041 thousand), were recognized directly in equity.
Gains and losses from derivative financial instruments are posted in other financial income or expenses respectively. The income from financial instruments contained in this figure, which was not reported as part of hedge accounting, amounted to a total of eur 8,776 thousand (2007: eur 1,063 thousand), while expenses amounted to eur 8,822 thousand (2007: eur 743 thousand).
37. Segment reporting
In November 2006, the International Accounting Standards Board (iasb) adopted ifrs 8 “Operating Segments”. ifrs 8 replaces ias 14 “Segment Reporting” and must be applied to reporting periods which commence on or after January 1, 2009. However, earlier application is permissible. The GfK Group opted for early application of ifrs 8, starting from financial year 2008. In accordance with ifrs 8, external segment reporting is based on the Group’s internal organizational and management structure as well as internal financial reporting to the chief operating decision makers. At the GfK Group, the Management Board is responsible for the valuation and management of business performance in the operating sectors and is considered to be the top management body in accordance with ifrs 8. The comparative sector information for the previous year has been adjusted and reported accordingly, in line with the requirements specified in ifrs 8.
At the beginning of the year, the GfK Group remodeled its organi- zational structure from the previous five business divisions of Custom Research, Retail and Technology, Consumer Tracking, Media and HealthCare to focus on three sectors: Custom Research, Retail and Technology and Media, supplemented by Other. The
31.12.2007 31.12.2008
Assets
Currency hedging contracts including cross currency swaps
339
1,258
Interest rate hedging contracts 7,428 1,006
Liabilities
Currency hedging contracts 98 379
Interest rate hedging contracts 0 921
Maturity 31.12.2007 31.12.2008
Less than one year 71,417 72,125
Between one and two years 71,055 140,310
Between two and three years 139,743 0
Between three and four years 0 0
Between four and five years 0 0
Nominal volume of interest rate swaps 282,215 212,435
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segmentation of the GfK Group into sectors is based on the origin of market research data. Internal reporting to the chief operating decision makers has been adjusted accordingly.
In the Custom Research sector, the GfK Group provides information and consultancy services that support operating and strategic marketing decisions. Custom Research offers a wide range of tests and surveys, in particular relating to product and pricing policy, brand management, communications, distribution and customer loyalty. Consequently, GfK provides support for products and services from the initial idea to the final development stages of the product life cycle. The sector’s portfolio comprises syndicated data, for example from household and doctor panels, as well as exclusive ad hoc surveys that are tailored to individual require-ments. Consumers and physicians represent the data sources for the Custom Research sector.
In the Retail and Technology sector, data is collected from retail. Clients are provided with information and consultancy services, which are based on regular surveys and analysis of sales of consumer goods and services in retail. Services comprise regularly published surveys on office communications, photographic tech-nology and the optical segment, domestic appliances, information technology, telecommunications, sports equipment, tourism and consumer electronics as well as entertainment media.
The Media sector provides information services on reach, intensity and how media and media offerings are used as well as on their acceptance. The services are aimed at clients from media compa-nies, agencies and the branded goods industry. The sector makes available regular as well as special, one-off surveys and analysis. The source of information for the Media sector encompasses tv, radio, print, outdoor advertising and online media.
The sectors are complemented by Other, which comprises, in particular, the head office services of GfK for its subsidiaries and non market research related services. The division primarily combines some departments of GfK Switzerland ag, Hergiswil, Switzerland, and the following GfK se divisions: GfK Data Services, GfK Methoden- und Produktentwicklung (method and product development) and certain departments within GfK Group Services.
The Group measures the success of its sectors by reference to the adjusted operating income according to internal reporting. The adjusted operating income of a sector is determined on the basis of the operating income before interest and taxes, by deducting the following expense and income items: expenses and income in connection with reorganization and business combinations, write-ups/write-downs on additional assets identified on acquisitions, personnel expenses from share-based payment and long-term incentives, other operating income and other operating expenses. Segment reporting on the sectors includes no information about segment assets and investments, since these are not calculated for the individual sectors for the purposes of internal reporting and internal management and are not reported to the Management Board.
Income from third parties comprises sales established in accordance with ifrs. Income from other sectors is only generated by the Other division and excluded in the reconciliation account for consolidated sales. In principle, intra-Group transactions are recorded at the same conditions as for third parties. Scheduled amortization (excluding impairments) comprise depreciation and amortization on tangible and intangible assets respectively in accordance with ifrs, excluding write-downs on additional assets identified on acquisitions.
Segment information about the sectors for financial years 2007 and 2008 is shown in the table below.
Income from third parties
Inter-sector income
Scheduled depreciation/amortization
Adjusted operating income
2007 2008 2007 2008 2007 2008 2007 2008
Custom Research 773,007 782,754 0 0 19,047 19,645 66,167 56,072
Retail and Technology 260,803 304,052 0 0 6,279 8,109 67,276 82,599
Media 124,497 130,143 0 0 3,799 5,612 25,684 23,766
Other 3,748 3,484 53,960 55,105 351 343 – 1,506 – 3,690
Reconciliation 0 0 – 53,960 – 55,105 0 0 0 0
Group 1,162,055 1,220,433 0 0 29,476 33,709 157,621 158,747
The reconciliation of scheduled depreciation/amortization to the additions stated under (scheduled) depreciation/amortization for tangible and intangible assets in the consolidated schedule of movement in assets is as follows:
With regard to the reconciliation of adjusted operating income to operating income, reference is made to section 11 of the Notes.
Information about geographical regions comprises details about the regions in which the GfK Group operates. These are Germany, Western Europe/Middle East/Africa, Central and Eastern Europe, North America, Latin America and Asia and the Pacific.
The regions Western Europe/Middle East/Africa and Central and Eastern Europe comprise all the countries in the European Union with the exception of Germany, as well as other European countries where the GfK Group is represented. In addition, Egypt, Nigeria, South Africa, the United Arab Emirates and Israel are allocated to the segment Western Europe/Middle East/Africa. The segment North America includes the United States of America and Canada. Brazil, Chile, Venezuela, Argentina and Mexico are allocated to the segment Latin America. Asia and the Pacific includes subsidiaries in the countries Hong Kong, Japan, Thailand, Singapore, Malaysia, Indonesia, South Korea, China, India and Australia.
Segment information about geographical regions is based on financial information, which is used to prepare the consolidated financial statements. In accordance with ifrs 8, the non-current assets to be stated do not comprise financial instruments, deferred tax assets, services after termination of employment and rights arising from insurance policies.
2007 2008
Scheduled depreciation/amotization 29,476 33,709
Amortization on additional assets identified on acquisitions
14,701
14,355
Depreciation/amotization in consolidated schedules of movement in assets (see sections 16 and 17)
44,177
48,064
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The information about the regions for financial years 2007 and 2008 is shown in the table below. Income from third parties has been allocated to the individual regions according to where the relevant subsidiary’s head office is located. Non-current assets also include shares in associated companies.
Supplementary disclosures
The reconciliation of non-current assets to the consolidated balance sheet is as follows:
The division of income from third parties according to groups of comparable services corresponds to the above segment information for the Custom Research, Retail and Technology and Media sectors.
As in the previous year, none of the sectors recorded income from third parties in excess of 10% of consolidated sales with a single client in the year under review.
38. Pro forma statements in accordance with ifrs 3
As a result of company acquisitions, the previous year’s figures are not unreservedly comparable with the figures in the consolidated financial statements as of December 31, 2008. The following pro forma statement in accordance with ifrs 3 is aimed at facilitating comparability.
The pro forma statement in the table below shows the sales and consolidated total income for 2008 under the assumption that all major acquisitions in affiliated companies, which took place in the financial year, had already taken place on January 1, 2008. The following transactions are taken into account in the pro forma statement:
First-time consolidation of Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s., Istanbul, Turkey
First-time consolidation of Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil
First-time consolidation of The Arbor Strategy Group, Inc, Ann Arbor, Michigan, usa
First-time consolidation of Chart Track Limited, London, uk.
Income from third parties
Non-current assets
2007 2008 2007 2008
Germany 290,371 316,053 134,903 157,587
Western Europe/Middle East/Africa
480,438
487,257
501,516
463,991
Central and Eastern Europe
73,068
87,190
17,800
18,700
North America 240,678 219,706 322,871 333,964
Latin America 26,723 35,458 22,279 26,173
Asia and the Pacific 50,777 74,769 36,117 47,951
Group 1,162,055 1,220,433 1,035,486 1,048,366
39. Pending litigation and claims for compensation
At the end of January 2008, agreement was reached with the seller of the former nop World companies regarding the amount which will settle all disputed claims of the seller. The amount actually agreed essentially confirms the Management Board’s assessment as of December 31, 2007.
No material disputes involving GfK se or one of its subsidiaries were pending as of December 31, 2008.
40. Events after the balance sheet date
As of January 1, 2009, GfK acquired a 51% stake in market researchers Etilize Inc. in the usa. Etilize will strengthen the Group’s Encodex business, which is rooted in the Retail and Technology sector. In February 2009, GfK acquired the majority of the shares in the DmrKynetec Group, whose Custom Research activities are mainly based in the uk and usa. In early March 2009, GfK acquired the remaining 24% stake in the global ifr Group from the minority shareholder. Previously, GfK’s shareholding amounted to around 76%.
The transformation to change the form of the former GfK Aktien-gesellschaft to a European company (Societas Europaea, se) was entered in the commercial register on February 2, 2009.
At the beginning of March 2009, GfK se obtained a commitment from a bank for a bridging loan facility worth eur 50 million in connection with the placement of a further loan note.
There were no further events materially affecting the GfK Group after the reporting date.
41. Amendments to ifrs standards and
interpretations
First-time application of standards or interpretations
ifrs 8 (Operating Segments) changes segment reporting from the risk and reward approach relating to segment identification under ias 14 to the management approach. Under this approach, the decisive information is that regularly made available to the chief operating decision-maker for decision-making purposes. At the same time, valuation of the segments is switched from the financial accounting approach under ias 14 to the management approach. ifrs 8 was published in November 2006 and adopted by the European Union in November 2007. Application of the standard is mandatory for financial years commencing on or after January 1, 2009. Earlier application is permissible. The GfK Group has applied ifrs 8 as of January 1, 2008. The relevant effects are described in section 37.
ifric 11 (ifrs 2 – Group and Treasury Share Transactions), which was published by the iasb in November 2006, deals with the issue of how group share-based remuneration should be reported, which are the effects of staff changes within a group and how share-based payments should be treated when the company issues its own shares or needs to acquire shares from a third party. ifric 11 was adopted by the European Union in June 2007 and its application is mandatory for financial years starting on or after March 1, 2007. ifric 11 will have no material impact on the consolidated financial statements of the GfK Group.
2007 2008
Non-current assets 1,035,486 1,048,366
Other financial assets 8,542 6,614
Deferred tax assets 44,255 30,048
Non-current assets according to the consolidated balance sheet
1,088,283
1,085,028
2008 Difference
Actual Pro forma Absolute %
Sales 1,220,433 1,224,361 3,928 0.3
Consolidated total income 82,022 81,634 – 388 – 0.5
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ifric 14 (ias 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction), which was published by the iasb in July 2007, provides an indication of how the limit is to be set on net income which can be stated as an asset. In addition, it explains the effects on valuation of assets and provisions under defined benefit plans on the basis of the legal obligation to make a minimum contribution. The inter-pretation was adopted by the European Union in December 2008 and its application is mandatory for financial years commencing on or after January 1, 2008. ifric 14 has no material impact on the consolidated financial statements of the GfK Group.
The amendments to ias 39 and ifrs 7 (Reclassification of Financial Instruments), which were published by the iasb in October 2008, create the option of reclassifying non-derivative financial instruments from the category of financial assets that are recognized in income at fair value, provided that they were not originally allocated to this category as a result of exercising the fair value option, as well as from the category of financial assets available for sale. The standard was adopted by the European Union in October 2008 and its application is mandatory from July 1, 2008. In the period from July 1, 2008 to October 31, 2008, retrospective change in the accounting treatment in line with the new regulations is possible. From November 1, 2008, the regulations apply only for subsequent treatment. The amendments to ias 39 and ifrs 7 will have no impact on the GfK Group’s consolidated financial statements.
Standards and interpretations adopted by the eu whose application is not yet mandatory for financial years starting on January 1, 2008
As a result of the amendment to ias 23 (Borrowing Costs), borrowing costs which can directly be allocated to the acquisition, construction or manufacturing of a qualifying asset must be capitalized. The previously applicable option relating to the capitalization of borrowing costs has been withdrawn. The amendment to ias 23 was published in March 2007 and adopted by the European Union in December 2008. It must be applied for the first time to borrowing costs for qualifying assets whose starting date for capitalization is on or after January 1, 2009. However, earlier application is recommended. The amendments to ias 23 have no impact on the consolidated financial statements of the GfK Group.
In January 2008, the iasb published the amendment to ifrs 2 (Share-based Payment: Vesting Conditions and Cancellations). The amendment clarifies that exercise conditions are only service and goal fulfillment conditions. As a result of the changes in the definition of exercise conditions, non-exercise conditions are now to be taken into account when measuring the fair value of the equity instruments granted. The amendment to ifrs 2 was adopted by the European Union in December 2008. The amendments must be applied retrospectively to financial years starting on or after January 1, 2009. Earlier application is permissible. The amend-ments to ifrs 2 will not result in material effects on the consoli-dated financial statements of the GfK Group.
ifric 13 (Customer Loyalty Programmes) deals with the treatment and measurement of customer loyalty programs. According to the interpretation, any rewards granted as part of customer loyalty programs must be treated separately from the underlying trans-action as a future sales transaction. ifric 13 was published in
June 2007 and adopted by the European Union in December 2008. Application of the interpretation is mandatory for financial years starting on or after January 1, 2009. Earlier application is recom-mended. ifric 13 will not result in a material impact on the con-solidated financial statements of the GfK Group.
The amendments to ias 1 (Presentation of Financial Statements: A revised Presentation) are intended to make it easier for users to analyze and compare financial statements. Under this, all non-equity holder related changes must be shown in one single statement of comprehensive income or in two separate reporting components with an income statement first extracted from the statement of comprehensive income. The corresponding income tax effect is to be shown for the individual components of other comprehensive income. The amendments to ias 1 were published in September 2007 and adopted by the European Union in December 2008. Application of the new version of ias 1 is mandatory for financial years starting on or after January 1, 2009. The GfK Group will adjust the presentation of the income statement and changes in equity in line with the new regulations of ias 1 from financial year 2009 onwards.
In February 2008, in a document entitled “Puttable Financial Instruments and Obligations Arising on Liquidation”, the iasb published the amendments to ias 32 (Financial Instruments: Presentation) and ias 1 (Presentation of Financial Statements). The amendments refer essentially to questions relating to the demarcation between equity and liabilities. In particular, the revision now permits, under certain circumstances, the option of classifying puttable instruments as equity. The amendments to ias 32 and ias 1 were adopted by the European Union in January 2009. The amendments are to be applied to financial years starting on or after January 1, 2009. The amendments to ias 32 will have no material impact on the consolidated financial statements of the GfK Group.
In a document entitled “Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate”, the iasb published the amendments to ifrs 1 (First-time Adoption of International Financial Reporting Standards) and ias 27 (Consolidated and Separate Financial Statements) in May 2008. The changes enable companies to determine the cost of acquisition of a participation either in the amount of the fair value or carrying value in accordance with the previously applied national accounting standards upon first-time application of the ifrs in their ifrs company financial statements. The amendments to ifrs 1 and ias 27 were adopted by the European Union in January 2009. The changes must be applied for financial years starting on or after January 1, 2009. Earlier application is permissible. The amendments to ifrs 1 and ias 27 will have no impact on the consolidated financial statements of the GfK Group.
In May 2008, the iasb published the Improvements to ifrss as part of its first annual improvements project, which change a number of ifrs standards. The aim is to adjust the wording of individual ifrss, in order to clarify existing regulations and remove any inconsistencies between individual standards. The amendments were adopted by the European Union in January 2009. Unless regulated separately in the relevant standard, the Improvements to ifrss are to be applied to financial years starting on or after January 1, 2009. Earlier application is permissible. The changes will have no material impact on the consolidated financial state-ments of the GfK Group.
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Standards or interpretations resolved by the iasb but not yet adopted by the eu
Through the publication of the revised version of ifrs 3 (Business Combinations) and the amendments to ias 27 (Consolidated and Separate Financial Statements) in January 2008, the iasb completed the second phase of the Business Combinations project. The main changes include the accounting treatment of minority interests and the remeasurement, through profit or loss, of already existing shares at the time control was gained for successive company acquisitions. Changes in the participation quota without loss of control are to be recorded solely as equity transactions. In future, acquisition-related incidental costs are to be recognized as expenses. For possible adjustments to acquisition costs, as a result of future events which are to be recognized as liabilities at the time of acquisition, no adjustment to goodwill in subsequent valuation is possible. The amendments to ifrs 3 and ias 27 must be applied in financial years commencing on or after July 1, 2009, whereby early application is permitted. However, early application of one of the two standards is contingent on the simultaneous early application of the respective other standard. Adoption by the European Union is currently outstanding. These amendments result, in particular, in changes to liabilities from earn-outs and rights of minority share-holders to make delivery (put options and bonds), which were previously recognized directly in equity, now being charged to the income statement of the consolidated financial statements for the GfK Group. Incidental acquisition costs in connection with business combinations will also be recognized as expense in future.
In November 2008, the iasb published a revised version of ifrs 1 (First Time Adoption of ifrs), which replaced the existing ifrs 1 and is aimed at clarifying the content of the standard and making it easier to apply. The changes relate exclusively to the format of ifrs 1. The standard is to be applied for companies which prepare financial statements in accordance with ifrs for the first time from January 1, 2009 onwards. Earlier application is permitted. Adoption by the European Union is currently outstanding. The amendments will have no impact on the consolidated financial statements of the GfK Group.
In November 2006, the iasb published ifric 12 (Service Concession Arrangements), which addresses accounting for infrastructure services by private companies. Application of the interpretation is mandatory for financial years starting on or after January 1, 2008. Earlier application is permitted. Adoption by the European Union is currently outstanding. The amendments will have no impact on the consolidated financial statements of the GfK Group.
In July 2008, the iasb published ifric 15 (Agreements for the Construction of Real Estate), which focuses on accounting at companies that develop property and acquire units off-plan in this capacity, i.e. prior to their completion. The interpretation defines criteria, which specify that income must be recognized according to either ias 1 or ias 18. Retrospective application of ifric 15 is mandatory for the first time for financial years starting on or after January 1, 2009. Earlier application is permitted. Adoption by the European Union is currently outstanding. The changes will have no impact on the consolidated financial statements of the GfK Group.
Supplement disclosures
In July 2008, the iasb published ifric 16 (Hedges of a Net Invest-ment in a Foreign Operation), which clarifies issues relating to the accounting of hedges against exchange rate risks within a company and its international business operations in accordance with the regulations in ias 21 and ias 39. The first-time application of ifric 16 is mandatory in financial years starting on or after October 1, 2008. Earlier application is permitted. Adoption by the European Union is currently outstanding. The changes will have no material impact on the consolidated financial statements of the GfK Group.
In November 2008, the iasb published ifric 17 (Distributions of Non-cash Assets to Owners). The interpretation regulates how a company should measure other assets as cash equivalents (non-cash assets) when such assets are transferred to shareholders as profit distribution. Application of ifric 17 is mandatory for financial years starting on or after July 1, 2009. Earlier application is permitted. Adoption by the European Union is currently outstanding. The changes will have no impact on the consolidated financial statements of the GfK Group.
In January 2009, the iasb published ifric 18 (Transfers of Assets from Customers), which provides additional hints on accounting for transfers of assets from customers and which is particularly relevant to the energy sector. The requirements of ifrs standards on agreements are clarified, under which a company receives property, plant or equipment from a customer, which the company must then use to either connect the customer to a grid or provide the customer with permanent access to the supply of goods or services. ifric 18 is to be applied to future transfers of assets from customers which are carried out on or after July 1, 2009. Earlier application is permitted, subject to specific conditions. Adoption by the European Union is currently outstanding. The changes will have no impact on the consolidated financial statements of the GfK Group.
In July 2008, iasb published the amendment to ias 39 (Financial Instruments: Recognition and Measurement: Eligible Hedge Items). According to the existing regulations, companies may comprehensively include the risk relating to an underlying transaction in a hedge, or include specific risks only. In order to simplify application of the unchanged basic principles, the principles have been supplemented in terms of defining inflation risks as an underlying transaction and defining the unilateral risk inherent in an underlying transaction. The amendment is to be applied for financial years starting on or after July 1, 2009. Earlier application is permissible. Adoption by the European Union is currently outstanding. The changes will have no material impact on the consolidated financial statements of the GfK Group.
In November 2008, the iasb published a revised version entitled “Reclassification of Financial Assets: Effective Date and Transition” of the amendments to ias 39 (Financial Instruments: Recognition and Measurements) and ifrs 7 (Financial Instruments: Disclosures) published on October 13, 2008, which relate to the reclassification of certain financial instruments. The motivation for these latest changes is to clarify the date of application. Adoption by the European Union is currently outstanding. The changes will have no material impact on the consolidated financial statements of the GfK Group.
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In March 2009, the iasb published amendments to ifrs 7 (Impro-ving Disclosures about Financial Instruments – Amendments to ifrs 7). Information about determining the fair value is specified to the extent that an overview in table format has been introduced for each class of financial instruments on the basis of the three-tier fair value hierarchy, as described in us gaap Standard sfas 157, and the scope of the disclosure requirement has been expanded. In addition, the information about liquidity risks is clarified and extended. The amendments must be applied for financial years starting on or after January 1, 2009. Earlier application is permit-ted. Adoption by the European Union is currently outstanding. The changes result in additional disclosures being provided in the Notes to the consolidated financial statements of the GfK Group.
42. Supplementary disclosures
Auditors’ service fee
In 2008, the expenses for the fee for the auditors of GfK se amounted to eur 1,127 thousand (2007: eur 1,120 thousand) and also included the auditors’ service fee for the financial statements of the English subsidiaries audited by the auditors of GfK se and since 2008 also of the Spanish and Swiss subsidiaries. The fee comprises the auditing of the annual financial statements of GfK se in accordance with the German Commercial Code (hgb), the Group reporting package in accordance with ifrs and the consolidated financial statements in accordance with ifrs. In addition, the auditors’ service fee includes the audited financial statements of the German, English, Spanish and Swiss subsidiaries in accordance with national legislation as well as the ifrs reporting package.
The cost of tax advice from the auditors in Germany, England, Spain and Switzerland was eur 514 thousand (2007: eur 413 thousand) and eur 3,779 thousand (2007: eur 86 thousand) for other services provided by the auditors. Other services related, in particular, to consultancy in connection with the planned merger with Taylor Nelson Sofres plc, London, uk, which was not implemented.
Exemption of subsidiaries from the obligation to prepare financial statements
Pursuant to Section 264 (3) of the German Commercial Code (hgb), GfK Retail and Technology GmbH, Nuremberg, and GfK GeoMarketing GmbH, Bruchsal, are exempt from preparing, having audited and disclosing annual financial statements and a management report in accordance with the provisions for joint stock companies pursuant to Sections 264ff. hgb.
Number of staff
In the year under review, 9,539 (2007: 8,655) staff were employed on average. The annual average number of staff was determined on the basis of full-time employees. The average was calculated using the key dates of March 31, June 30, September 30 and December 31.
The allocation of staff to sectors is shown in the table below.
Total remuneration and shares of the Management Board and Supervisory Board
Information about the remuneration of the Management Board and the Supervisory Board and their shareholdings is shown in the tables and explanations in the remuneration report on page 15ff. of the Corporate Governance report.
There were no loans and advances to members of the Management Board and Supervisory Board.
2007 2008
Custom Research 5,387 5,789
Retail and Technology 2,223 2,629
Media 526 564
Other 364 401
8,500 9,383
Managing Directors/Management Board members 93 93
Trainees 62 63
Full-time employees 8,655 9,539
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Dr. Arno Mahlert
Chairman (since September 26, 2008) Deputy Chairman (until September 26, 2008) Chairman of the Management Board of maxingvest ag, Hamburg
Seats held on other supervisory boards and comparable supervisory bodies:
Tchibo GmbH, Hamburg (Chairman)
Springer Science + Business Media s.a., Luxembourg, Luxembourg (Chairman) Saarbrücker Zeitung GmbH, Saarbrücken (Deputy Chairman) Beiersdorf ag, Hamburg (Deputy Chairman)
Hajo Riesenbeck (until September 26, 2008)
Chairman
Stefan Pfander
Deputy Chairman (since September 26, 2008)
Business Consultant
Seats held on other supervisory boards and comparable supervisory bodies:
icga, Brussels, Belgium (Chairman) Sweet Global Network e.V., Munich
(Deputy Chairman) Barry Callebaut ag, Zurich, Switzerland Beiersdorf ag, Hamburg Tchibo GmbH, Hamburg
Dr. Christoph Achenbach
Managing Director and Partner, intes Gruppe, Bonn
Seats held on other supervisory boards and comparable supervisory bodies:
SinnLeffers GmbH, Hagen
Dr. Wolfgang C. Berndt
Non-Executive Director
Seats held on other supervisory boards and comparable supervisory bodies:
Cadbury Schweppes plc, London, uk Lloyds tsb Bank plc, London, uk Lloyds tsb Group plc, London, uk miba ag, Laakirchen, Austria miba Beteiligungs ag, Laakirchen, Austria Bank of Scotland plc, Edinburgh, Scotland hbos plc, Edinburgh, Scotland
Kerstin Döpfert (until February 2, 2009)
Independent Works’ Council representative at GfK se, Nuremberg
Sandra Hofstetter (until February 2, 2009)
Independent Works’ Council representative at GfK se, Nuremberg
Supervisory Board
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Supervisory Board
Stephan Lindeman (since February 2, 2009)
Director Retail, Intomart GfK b.v., Hilversum, Netherlands
Shani Orchard (since February 2, 2009)
Director Human Resources, GfK Retail and Technology uk Ltd, West Byfleet/Surrey, uk
Jürgen Schreiber
ceo and President, Shoppers Drug Mart, Toronto, Canada
Dieter Wilbois
Independent Works’ Council representative (Chairman of the Works’ Council and Group Works’ Council) at GfK se, Nuremberg
Dr. Raimund Wildner (since January 8, 2009)
Managing Vice President of GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin
Seats held on other supervisory boards and comparable supervisory bodies:
cams Center of Applied Marketing Science GmbH, Merseburg
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Professor Dr. Klaus L. Wübbenhorst
Chief Executive Officer (ceo)
Responsibility for the GfK Group’s strategy, strategic executive
development, it strategy, contact with executive bodies
and non-operating participations as well as the Research and
Development and Corporate Communications departments
Seats held on supervisory boards and comparable
supervisory bodies:
bu Holding GmbH & Co. kg, Nuremberg (Chairman) ergo Versicherungsgruppe ag, Dusseldorf
Christian Weller von Ahlefeld
Chief Financial Officer (cfo)
Responsibility for Financial Services, Human Resources
and Central Services
Seats held on supervisory boards and comparable
supervisory bodies:
Brauns Heitmann GmbH & Co. kg, Warburg
Petra Heinlein
Chief Operation Officer (coo)
Responsibility in the Custom Research sector, e.g., for the
Financial Services and Consumer and Retail segments
Dr. Gérard Hermet
Chief Operation Officer (coo)
Responsibility for the Retail and Technology sector
Seats held on supervisory boards and comparable
supervisory bodies:
npd Intelect, l.l.c., New York, New York, usa
Debra A. Pruent
Chief Operation Officer (coo)
Responsibility in the Custom Research sector for the
Automotive and Business and Technology segments
Wilhelm R. Wessels
Chief Operation Officer (coo)
Responsibility for the Media sector and in the Custom Research
sector for the Consumer Tracking and HealthCare segments
Seats held on supervisory boards and comparable
supervisory bodies:
Leoni ag, Nuremberg
TriStyle Mode GmbH & Co. kg, Fürth staedtler Stiftung, Nuremberg staedtler Noris GmbH, Nuremberg
Management Board
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Declaration on the German Corporate Governance Code
The declaration prescribed by Section 161 of the German Stock
Corporation Act has been issued by the Management Board
and the Supervisory Board and made permanently available to
shareholders.
Release for publication
The Management Board of GfK se released the consolidated
financial statements for passing on to the Supervisory Board
on March 12, 2009. It is the duty of the Supervisory Board
to check the consolidated financial statements and to declare
whether it approves the consolidated financial statements.
Responsibility statement
To the best of our knowledge, and in accordance with the
applicable reporting principles, the consolidated financial state-
ments give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group, and the management
report of the Group 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.
Nuremberg, March 12, 2009
Declaration on the German Corporate Governance Code
Prof. Dr. Klaus L. Wübbenhorst
Christian Weller von Ahlefeld
Petra Heinlein
Dr. Gérard Hermet
Debra A. Pruent
Wilhelm R. Wessels
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Company name and registered office
Share in the capital in %
Financial year
Equity (eur‘000)
Affiliated companies (Germany) included in the consolidated financial statements (details according to hgb commercial balance sheet i)
encodex International GmbH, Nuremberg 95.00 2008 – 311)
enigma GfK Medien- und Marketingforschung GmbH, Wiesbaden 100.00 2008 6141)
GfK GeoMarketing GmbH, Bruchsal 100.00 2008 5471)
GfK North America Holding GmbH, Nuremberg 100.00 2008 179,4931)
GfK North America Investment GmbH, Nuremberg 100.003) 2008 210,6521)
GfK Retail and Technology GmbH, Nuremberg 95.00 2008 134,8421)
ifr Deutschland GmbH, Düsseldorf 100.003) 2008 – 1,8442)
media control GfK international GmbH, Baden-Baden 70.004) 2008 2,4372)
Media Markt Analysen GmbH & Co. kg, Frankfurt/Main 100.00 2008 232
Modata GmbH, Berlin 100.003) 2008 1662)
Affiliated companies (abroad) included in the consolidated financial statements (details according to ifrs commercial balance sheet ii)
Adimark Investigaciones de Mercado Ltda., Providencia, Santiago, Chile 99.003) 2008 1,881
Adimark s.a., Providencia, Santiago, Chile 65.90 2008 205
afi Investments ulc, London, uk 100.003) 2008 219
Barterstore ulc, London, uk 100.003) 2008 4,407
Beijing Sino Market Research Co., Ltd., Beijing, China 100.003) 2008 306
Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s., Istanbul, Turkey
100.00
3)
2008
246
Chart Track Limited, London, uk 55.003) 2008 185
China Market Monitor Co., Ltd., Beijing, China 100.003) 2008 741
Collect Investigaciones de Mercado s.a., Providencia, Santiago, Chile 100.003) 2008 323
Corporación Empresarial asa sa de cv, Mexico City, Mexico 51.003) 2008 85
Dealtalk Limited, London, uk 100.003) 2008 2,720
Encodex Japan k.k., Osaka, Japan 63.003) 2008 427
GfK - Centar za istrazivanje trzista d.o.o., Zagreb, Croatia 100.003) 2008 680
GfK (u.k.) Ltd., West Byfleet/Surrey, uk 100.003) 2008 5,145
GfK Arastirma Hizmetleri a.s., Istanbul, Turkey 100.00 2008 3,330
GfK arbor, llc, Media, Pennsylvania, usa 100.003) 2008 41,397
GfK Asia Pte Ltd., Singapore, Singapore 89.503) 2008 11,157
GfK Audimetrie n.v., Brussels, Belgium 100.003) 2008 2,557
GfK Austria GmbH, Vienna, Austria 94.803) 2008 11,527
GfK Automotive, llc, Southfield, Michigan, usa 100.003) 2008 30,447
GfK Belgrade d.o.o., Belgrade, Serbia 100.003) 2008 385
GfK bh d.o.o., Sarajevo, Bosnia and Herzegovina 100.00 3) 2008 118
GfK Blue Moon Quantitative Research Pty. Limited, St Leonards, Australia 100.003) 2008 313
GfK Blue Moon Research and Planning Pty. Limited, St Leonards, Australia 100.003) 2008 586
GfK Custom Research Australia Holding Pty. Limited, Sydney, Australia 100.00 2008 1,286
GfK Custom Research Beijing Co., Ltd., Beijing, China 66.00 2008 852
gfk custom research france sarl, Rueil-Malmaison, France 100.00 2008 5,673
GfK Custom Research, llc, New York, New York, usa 100.003) 2008 – 19,750
GfK Danmark a/s, Frederiksberg, Denmark 100.00 2008 632
GfK Daphne Communication Management b.v., Amstelveen, Netherlands 100.003) 2008 – 275
Shareholdings of the GfK Group As of December 31, 2008
1) Profit and loss transfer agreement
2) Details according to commercial balance sheet II
3) Full indirect shareholding
4) Partially indirect shareholding
5) Details not available
6) Details as per provisional financial statements drawn up under national law
7) Newly established in 2008
8) In liquidation
9) Stub period
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gfk emer Ad Hoc Research, s.l., Valencia, Spain 50.10 2008 4,483
GfK Equity Research Inc., Boston, Massachusetts, usa 100.003) 2008 1,153
GfK Eurisko S.r.l., Milan, Italy 100.003) 2008 – 18,656
GfK HealthCare Asia Pte Ltd., Singapore, Singapore 100.00 2008 2,035
GfK Healthcare Holding, Inc., Wilmington, Delaware, usa 100.003) 2008 25
gfk hellas e.p.e., Athens, Greece 99.50 2008 870
gfk holding mexico, s.a. de c.v., Mexico City, Mexico 100.00 2008 707
GfK Holding, Inc., Wilmington, usa 100.003) 2008 169,415
GfK Hungária Piackutató Kft., Budapest, Hungary 100.003) 2008 1,943
GfK Immobilier Société à responsabilité limitée, Rueil-Malmaison, France 100.003) 2008 203
GfK Indicator Ltda., São Paulo, Brazil 95.00 2008 2,196
GfK Kleiman Sygnos s.a., Buenos Aires, Argentina 80.00 2008 320
gfk latinoamerica holding, s.l., Valencia, Spain 51.003) 2008 11
GfK Malta Holding Limited, Portomaso, Malta 100.00 2008 236,571
GfK Malta Services Limited, Portomaso, Malta 100.003) 2008 135,959
GfK Market Consulting (Beijing) Co. Ltd., Beijing, China 99.003) 2008 787
GfK Market Consulting (China) Co. Ltd., Shanghai, China 100.003) 2008 18,946
GfK Marketing Service Chile Limitada, Santiago, Chile 100.003) 2008 335
GfK Marketing Services (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia 100.003) 2008 562
GfK Marketing Services (Thailand) Limited, Bangkok, Thailand 100.003) 2008 82
GfK Marketing Services España, s.a., Valencia, Spain 50.103) 2008 11,105
GfK Marketing Services France sas, Rueil-Malmaison, France 100.003) 2008 7,029
GfK Marketing Services Hong Kong Limited, Hong Kong, China 89.503) 2008 174
GfK Marketing Services Indonesia, pt, Jakarta, Indonesia 100.003) 2008 69
GfK Marketing Services Italia S.r.l., Milan, Italy 100.003) 2008 5,869
GfK Marketing Services Japan k.k., Tokyo, Japan 84.203) 2008 7,519
GfK Marketing Services Korea Limited, Seoul, Korea 100.003) 2008 518
GfK Marketing Services Ltd., Hong Kong, China 100.003) 2008 1,609
GfK marketing services ltda., São Paulo, Brazil 95.003) 2008 937
GfK Marketing Services South Africa (Proprietary), Sandton, South Africa 100.003) 2008 204
GfK Mode Pvt Ltd, Kolkata, India 51.003) 2008 1,011
GfK Mystery Shopping Services Ltd., London, uk 100.003) 2008 – 2
GfK nop Field Interviewing Services Limited, London, uk 100.003) 2008 – 11
GfK nop Field Marketing Services Limited, London, uk 100.003) 2008 – 2
GfK nop Limited, London, uk 100.003) 2008 50,289
GfK nop Mystery Shopping Services Limited, London, uk 100.003) 2008 – 3
GfK nop Services Limited, London, uk 100.003) 2008 – 6
GfK nop Telephone Interviewing Services Limited, London, uk 100.003) 2008 – 10
GfK nop u.k. Holding Limited, London, uk 100.003) 2008 29,686
GfK Norge a/s, Oslo, Norway 100.00 2008 506
GfK Optics Japan kk, Tokyo, Japan 100.00 2008 242
GfK Panelservices Benelux b.v., Dongen, Netherlands 100.003) 2008 16,055
GfK Panelservices Benelux Holding b.v., Dongen, Netherlands 100.003) 2008 809
GfK Polonia Sp. z o.o., Warsaw, Poland 100.003) 2008 2,315
GfK portugal – Marketing Services, Limitada, Lisbon, Portugal 80.003) 2008 2,407
GfK Research Dynamics, Inc., Mississauga, Canada 100.00 2008 671
GfK Research Matters ag, Basel, Switzerland 100.00 2008 697
GfK Retail and Technology Benelux b.v., Amstelveen, Netherlands 100.003) 2008 7,007
GfK Retail and Technology uk Ltd., West Byfleet/Surrey, uk 100.003) 2008 8,979
GfK Retail and Technology, Australia Pty. Ltd., Sydney, Australia 100.003) 2008 3,650
GfK Romania-Institut de Cercetare de Piata Srl, Bucharest, Romania 100.003) 2008 991
Company name and registered office
Share in the capital in %
Financial year
Equity (eur‘000)
1) Profit and loss transfer agreement
2) Details according to commercial balance sheet II
3) Full indirect shareholding
4) Partially indirect shareholding
5) Details not available
6) Details as per provisional financial statements drawn up under national law
7) Newly established in 2008
8) In liquidation
9) Stub period
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Shareholdings of the GfK Group
GfK Slovakia Inštitút pre prieskum trhu s r.o., Bratislava, Slovakia 100.003) 2008 190
gfk slovenija, tržne raziskave d.o.o., Ljubljana, Slovenia 100.003) 2008 300
GfK Sverige Aktiebolag, Lund, Sweden 100.00 2008 1,472
GfK Switzerland ag, Hergiswil, Switzerland 100.00 2008 34,371
GfK Telecontrol ag, Hergiswil, Switzerland 100.003) 2008 7,126
GfK Trustmark ag, Zollikon, Switzerland 100.003) 2008 169
GfK u.s. Healthcare Companies lp, East Hanover, New Jersey, usa 100.003) 2008 – 509
GfK uk Entertainments Ltd., London, uk 70.007) 2008 – 859)
GfK Ukraine, Kiev, Ukraine 100.003) 2008 845
GfK us Holdings, Inc., Wilmington, Delaware, usa 100.003) 2008 92,626
GfK v2, llc, Blue Bell, Pennsylvania, usa 100.003) 2008 – 839
GfK-Bulgaria, Institut für Marktforschung EGmbH, Sofia, Bulgaria 100.003) 2008 506
GfK-Memrb Marketing Services fz-llc, Dubai, United Arab Emirates 100.003) 2008 2,198
GfK-memrb Marketing Services Limited, Nicosia, Cyprus 60.003) 2008 372
GfK-Praha, spol s r.o., Prague, Czech Republic 100.003) 2008 1,050
GfK-rus Gesellschaft mbH, Moscow, Russia 100.003) 2008 3,492
ifr Europe Ltd., London, uk 93.013) 2008 1,640
ifr France s.a., Rueil-Malmaison, France 99.973) 2008 844
ifr Italia S.r.L., Milan, Italy 93.013) 2008 222
ifr Marketing España s.a., Madrid, Spain 93.013) 2008 390
ifr Monitoring Canada Inc., Niagara Falls, Canada 100.003) 2008 106
ifr Monitoring usa Inc., Niagara Falls, New York, usa 100.003) 2008 380
incoma Research, s.r.o., Prague, Czech Republic 75.003) 2008 262
Informark Pty. Ltd., Braddon, Australia 100.003) 2008 75
Institut de Sondages Lavialle (isl) s.a., Issy les Moulineaux, France 82.703) 2008 2,323
Institut Français de Recherche-i.f.r. s.a., Rueil-Malmaison, France 75.79 2008 14,129
Interactive Research Limited, London, uk 100.003) 2008 – 589
intercampus-recolha, tratamento e distribuição de informação, Limitada, Lisbon, Portugal
50.10
3)
2008
1,204
Intomart GfK b.v., Hilversum, Netherlands 100.003) 2008 12,534
Intomart GfK Group b.v., Hilversum, Netherlands 100.003) 2008 – 2,347
Jan Schipper Compagnie b.v., Bussum, Netherlands 100.003) 2008 289
Mediamark Research & Intelligence, llc, New York, New York, usa 100.003) 2008 17,357
merc Analistas de Mercados s.a. de c.v., Mexico City, Mexico 51.003) 2008 3,771
metris-métodos de recolha e investigação social, lda, Lisbon, Portugal 51.003) 2008 994
mil Research Group Limited, London, uk 100.003) 2008 509
National Opinion Polls Limited, London, uk 100.003) 2008 2,393
nop World Limited, London, uk 100.003) 2008 43,373
Numbers Services Limited, London, uk 100.003) 2008 845
Orange Interactive Research ab, Stockholm, Sweden 100.003) 2008 1,397
Oz Toys Marketing Services Pty. Ltd., Sydney, Australia 51.003) 2008 – 97
Roperasw Europe Limited, Leatherhead/Surrey, uk 100.003) 2008 3,381
Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil 51.003) 2008 1,088
Significant GfK bvba, Heverlee, Belgium 100.003) 2008 3,173
Telecontrol Bulgaria – Switzerland ag, Hergiswil, Switzerland 100.003) 2008 – 1,093
The Arbor Strategy Group, Inc., Ann Arbor, Michigan, usa 100.003) 2008 – 442
Affiliated companies (Germany) not included in the consolidated financial statements (details according to hgb commercial balance sheet i)
dm-plus Direktmarketing GmbH, Nuremberg 100.003), 8) 2008 56
GfK Vierte Vermögensverwaltungs GmbH, Nuremberg 100.00 2008 251)
Company name and registered office
Share in the capital in %
Financial year
Equity (eur‘000)
1) Profit and loss transfer agreement
2) Details according to commercial balance sheet II
3) Full indirect shareholding
4) Partially indirect shareholding
5) Details not available
6) Details as per provisional financial statements drawn up under national law
7) Newly established in 2008
8) In liquidation
9) Stub period
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GfK Fünfte Vermögensverwaltungs GmbH, Nuremberg 100.00 2008 22
GfK Sechste Vermögensverwaltungs GmbH, Nuremberg 100.007) 2008 239)
GfK Siebte Vermögensverwaltungs GmbH i.Gr., Nuremberg 100.007) 2008 249)
Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 100.00 2008 29
mil Handels- und Investitions GmbH, Nuremberg 100.003) 2008 392
Affiliated companies (abroad) not included in the consolidated financial statements
Adfinders b.v., Hoofddorp, Netherlands 100.003) 2008 – 6546)
bdi Research Limited, London, uk 100.003) 2008 0
bem Limited, London, uk 100.003) 2008 0
bwv Holding ag, St. Gallen, Switzerland 100.003) 2008 – 1,2346)
caticall - recolha de informação assistida por computador, lda., Lisbon, Portugal 100.003) 2008 10
dragon eye Ltd., Hergiswil, Switzerland 100.003) 2008 – 281
Eurisko nopWorld rom s.r.l., Iasi, Romania 100.003) 2008 – 15
GeoAdimark s.a., Providencia, Santiago, Chile 100.003) 2008 93
GfK Albania, Tirana, Albania 100.003), 7) 2008 209)
GfK Audience Research Bulgaria ag, Sofia, Bulgaria 100.003) 2008 – 6176)
GfK Custom Research Baltic, Riga, Latvia 51.003) 2008 – 3776)
GfK Custom Research Development and Training Center eig , Brussels, Belgium 81.004) 2008 06)
GfK Custom Research Latam Holding, s.l., Valencia, Spain 95.00 2008 23
gfk Egypt ltd, Cairo, Egypt 74.003) 2008 799
GfK Kasachstan too, Almaty, Kazakhstan 100.003) 2008 586)
GfK m2 GmbH, Hergiswil, Switzerland 70.00 2008 – 363
GfK Marketing Services Argentina s.a., Buenos Aires, Argentina 95.103) 2008 252
GfK Marketing Services Baltic sia, Riga, Latvia 100.003) 2008 299
GfK Marketing Services Eastern Europe Holding spol. z o. o., Warsaw, Poland 100.003) 2008 – 86)
GfK Marketing Services Taiwan Ltd, Taipei City, Taiwan, China 100.003), 7) 2008 496), 9)
GfK Marknadsundersökning Sverige ab, Lund, Sweden 100.003) 2008 235
GfK Martin Hamblin Inc., Hartford, Connecticut, usa 100.008) 2008 49
GfK Martin Hamblin Limited, London, uk 100.008) 2008 06)
GfK Mediacontrol Latina s.l., Valencia, Spain 53.457) 2008 279)
GfK memrb Marketing Services Maroc, Casablanca, Morocco 100.003) 2008 63
GfK Retail & Technology Ltd., Ramat Gan, Israel 98.003) 2008 – 743
gfk Skopje ltd Skopje, Skopje, Macedonia 51.003) 2008 191
GfK Stratégie et développement Groupement d‘intérêt Economique, Rueil-Malmaison, France
100.00
3)
2008
116
GfK-Media Research Middle East sa, Hergiswil, Switzerland 67.003) 2008 32
GfK-memrb Marketing Services Nigeria Limited, Lagos, Nigeria 100.003), 7) 2008 09)
ifr Asia Co. Ltd., Beijing, China 100.003) 2008 194
ifr Central Europe Market Research llc, Budapest, Hungary 100.003) 2008 170
ifr Field sarl, Rueil-Malmaison, France 100.003) 2008 51
ifr Nederland b.v., Amsterdam, Netherlands 100.003) 2008 56
ifr Polska Sp. z o.o., Warsaw, Poland 100.003) 2008 24
ifr rus Limited, Moscow, Russia 99.003) 2008 5
ifr South America, sa, Buenos Aires, Argentina 51.003) 2008 252
ifr u.k. Ltd., London, uk 93.013) 2008 80
intercampus estudos de mercado, lda, Maputo, Mozambique 80.003) 2008 37
Intomart DataCall b.v., Hilversum, Netherlands 100.003) 2008 – 337
Media Control ag, Zurich, Switzerland 100.003) 2008 186
Media Control Marketing Research España, s.l., Madrid, Spain 100.003) 2008 136
merc Analistas de Mercados c.a., Caracas, Venezuela 100.003) 2008 3936)
Company name and registered office
Share in the capital in %
Financial year
Equity (eur‘000)
1) Profit and loss transfer agreement
2) Details according to commercial balance sheet II
3) Full indirect shareholding
4) Partially indirect shareholding
5) Details not available
6) Details as per provisional financial statements drawn up under national law
7) Newly established in 2008
8) In liquidation
9) Stub period
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1) Profit and loss transfer agreement
2) Details according to commercial balance sheet II
3) Full indirect shareholding
4) Partially indirect shareholding
5) Details not available
6) Details as per provisional financial statements drawn up under national law
7) Newly established in 2008
8) In liquidation
9) Stub period
Shareholdings of the GfK Group
nop Market Research Limited, London, uk 100.003), 8) 2008 0
nopw Limited, London, uk 100.003) 2008 1
Server s.a., Providencia, Santiago, Chile 100.003) 2008 – 18
Associated companies (Germany) (details according to hgb commercial balance sheet i)
Ernst und GfK Grundstücksgesellschaft, Nuremberg 50.00 2008 6192)
Infotab Research GmbH, Munich 20.003) 2008 326)
Associated companies (abroad)
agb Nielsen, medijske raziskave, d.o.o., Ljubljana, Slovenia 21.003) 2008 6596)
Bureau voor Reclame Statistiek Hoofddorp b.v., Hoofddorp, Netherlands 49.003), 8) 2008 – 306)
Common Technology Centre eeig, London, uk 25.003) 2008 5)
Consumer Zoom sas, Rueil-Malmaison, France 30.004) 2008 – 4192)
DmrKynetec Group Limited, St Peter Port, Guernsey, uk 26.00 2008 21,423
Europanel Raw Database gie, Brussels, Belgium 50.004) 2008 5)
ggc-nop Limited, London, uk 25.003) 2008 66)
i + g Infratest Medical Research Inc., Rhode Island, usa 50.008) 2008 5)
MarketingScan snc, Rueil-Malmaison, France 50.00 2008 2,9582)
Media Focus (arge), Hergiswil, Switzerland 50.003) 2007/2008 4982)
mrc-Mode Pvt. Limited, Dhaka, Bangladesh 36.003) 2007/2008 16)
npd Intelect, l.l.c., Port Washington, New York, usa 25.003) 2007/2008 33,7922)
org-GfK Marketing Services (India) Private Limited, Mumbai, India 40.003) 2007/2008 2852)
Phononet ag, Zurich, Switzerland 20.003) 2008 5)
Sports Tracking Europe b.v., Amstelveen, Netherlands 25.00 2007/2008 – 6352)
St. Mamet Saisie Informatique (smsi) s.a.r.l., St Mamet la Salvetat, France 20.403) 2008 6902)
Starch Research Services Limited, Toronto, Ontario, Canada 20.003) 2007/2008 416)
Other participations (Germany)
tmc Thomson Media Control GmbH & Co. kg, Baden-Baden 5.00 2008 – 74
Other participations (abroad)
iri Infoscan Ltd., Maidenhead/Berkshire, uk 5.804) 2008 5)
Qosmos sa, Amiens, France 7.80 2008 6,1846)
Company name and registered office
Share in the capital in %
Financial year
Equity (eur‘000)
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We have audited the consolidated financial statements prepared by the GfK se, Nuremberg, comprising the balance sheet, the income statement, statement of recognized income and expense, cash flow statement and the notes to the consolidated financial statements, together with the Group management report for the business year from 1 January 2008 to 31 December 2008. The preparation of the consolidated financial statements and the Group management report in accordance with ifrs, as adopted by the eu, and the additional requirements of German commercial law pursuant to § 315a section 1 hgb (and supplementary provisions of the shareholder agreement/articles of incorporation) are the responsibility of the parent company‘s management. Our responsibility is to express an opinion on the consolidated financial statements and on the Group management report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with § 317 hgb (Handelsgesetzbuch “German Commercial Code”) and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (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 Group 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 Group 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 consolidation, the determination of entities to be included in consolidation, the
accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and Group 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 ifrs, as adopted by the eu, the additional requirements of German commercial law pursuant to § 315a section 1 hgb (and supplementary provisions of the shareholder agreement/articles of incorporation) 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 Group 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.
Nuremberg, March 13, 2009
kpmg ag Wirtschaftsprüfungsgesellschaft
(formerly kpmg Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft)
Maurer Kiesewetter German Public Auditor German Public Auditor
Auditors’ Report
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Additional Information
5-year overview 146
Glossary of financial terminology 150
Glossary of specialist GfK terms 153
List of GfK companies 156
Financial calendar V
Index VI
Acknowledgements VII
146_GfK
Key figures – income statement eur million/percent
2004
2005
2006
20072)
2008
Sales 669.1 937.3 1,112.2 1,162.1 1,220.4
Change in % on prior year – + 40.1 + 18.7 + 4.5 + 5.0
Personnel expenses 282.7 373.1 442.3 465.2 494.3
Change in % on prior year – + 32.0 + 18.5 + 5.2 + 6.3
Depreciation/amortization1) 25.8 44.6 51.2 59.7 59.2
Change in % on prior year – + 72.5 + 14.8 + 16.6 – 0.8
Adjusted operating income 82.9 125.1 150.5 157.6 158.7
Change in % on prior year – + 50.9 + 20.3 + 4.7 + 0.7
ebitda 107.8 153.5 173.1 188.4 192.0
Change in % on prior year – + 42.4 + 12.8 + 8.8 + 1.9
ebitda margin in % 16.1 16.4 15.6 16.2 15.7
Operating income 77.6 80.7 118.5 125.6 128.9
Change in % on prior year – + 3.9 + 46.9 + 6.0 + 2.6
Margin in % 11.6 8.6 10.7 10.8 10.6
Income from participations 4.4 28.3 3.4 3.0 3.9
Change in % on prior year – + 550.2 – 87.9 – 10.8 + 28.2
ebit 82.0 109.0 121.9 128.6 132.8
Change in % on prior year – + 32.9 + 11.9 + 5.5 + 3.2
Margin in % 12.2 11.6 11.0 11.1 10.9
Income from ongoing business activity 81.4 92.2 93.5 104.2 113.0
Change in % on prior year – + 13.3 + 1.4 + 11.5 + 8.4
Consolidated total income 53.1 67.5 71.2 78.9 82.0
Change in % on prior year – + 27.1 + 5.5 + 10.7 + 4.0
Tax ratio in % 34.7 26.8 23.8 24.3 27.4
1) Tangible and intangible assets 2) Adjusted by the effects of the settlement with ubm. For more detailed information, please see the Management Report. Section 2.1.
5-year overview 2004 to 2008 according to ifrs
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Key indicators – balance sheeteur million/percent 2004 2005 2006
2007
2008
Non-current assets 347.6 1,097.8 1,120.8 1,088.3 1,085.0
Change in % on prior year – + 215.8 + 2.1 – 2.9 – 0.3
Current assets 215.6 391.1 375.4 382.5 361.6
Change in % on prior year – + 81.4 – 4.0 + 1.9 – 5.5
Asset structure in % 161.2 280.7 298.6 284.5 300.1
Investments 84.6 681.9 56.6 73.7 101.5
Change in % on prior year – + 705.8 – 91.6 + 30.2 + 37.7
thereof in tangible assets1) 22.4 35.4 42.6 49.2 50.5
Change in % on prior year – + 58.2 + 20.2 + 15.7 + 2.5
thereof in financial assets 62.2 646.5 14.0 24.5 51.0
Change in % on prior year – + 938.5 – 97.8 + 74.1 + 108.6
Equity 256.7 426.4 466.4 509.6 500.3
Change in % on prior year – + 66.1 + 9.4 + 9.3 – 1.8
Borrowings 306.5 1,062.5 1,029.8 961.2 946.3
Change in % on prior year – + 246.7 – 3.1 – 6.7 – 1.5
Total assets 563.2 1,488.9 1,496.2 1,470.8 1,446.6
Change in % on prior year – + 164.4 + 0.5 – 1.7 – 1.6
Net indebtedness – 39.3 – 523.0 – 542.5 – 472.9 – 481.5
Change in % on prior year – + 1,231.5 + 3.7 – 12.8 + 1.8
5-year overview 2004 to 2008 according to ifrs
GfK_147
Key indicators – cash flow statement eur million/percent
2004
2005 2006
2007
2008
Cash flow from operating activity 92.1 128.9 110.3 168.1 145.8
Change in % on prior year – + 40.0 – 14.5 52.5 – 13.3
Cash flow from investing avtivity – 81.0 – 651.8 – 48.0 – 64.6 – 90.0
Change in % on prior year – + 705.0 – 92.6 + 34.6 + 39.4
Cash flow from financing activity – 14.0 550.3 – 90.9 – 112.9 – 56.7
Change in % on prior year – + 4,030.7 – 116.5 + 24.3 – 49.7
Free cash flow 69.7 93.5 67.7 118.9 95.4
Change in % on prior year – + 34.1 – 27.6 + 75.6 – 19.8
1) Tangible and intangible assets
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5-year overview 2004 to 2008 according to ifrs
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Key indicators – company valuation
2004
2005 2006
20072)
2008
Earnings per share in eur1) 1.35 1.77 1.86 1.98 2.04
Change in % on prior year – + 31.1 + 4.7 + 6.8 + 2.9
Free cash flow per share in eur1) 2.22 2.79 1.93 3.33 2.66
Change in % on prior year – + 25.7 – 31.0 + 73.0 – 20.2
Gearing in % 15.3 122.6 116.3 92.8 96.2
Net indebtedness in relation to
ebit in % 47.9 480.1 444.8 367.5 362.6
ebitda in % 36.4 340.6 313.3 251.0 250.8
Free cash flow in % 56.3 559.2 801.2 397.8 505.0
Dividend per share in eur 0.30 0.33 0.36 0.45 0.46
Total dividend 9.4 11.6 12.8 16.1 16.5
Change in % on prior year – + 23.4 + 10.5 + 26.3 + 2.5
Dividend yield in % 1.05 1.17 1.10 1.64 2.09
Year-end share price in eur1) 28.65 28.30 32.82 27.50 22.02
Weighted number of shares (in thousand) 31,367 33,486 35,156 35,682 35,884
Number of shares as of December 31 31,475 35,048 35,502 35,863 35.947
1) Adjusted for capital increase2) Adjusted by the effects of the settlement with ubm. For more detailed information, please see the Management Report. Section 2.1.
Key indicators – profitability
2004
2005
2006
20072)
2008
Capex as a percentage of sales
3.3
3.8 3.8
4.2
4.1
Return on capital employed in % 15.4 10.6 8.2 8.7 9.1
Profit to sales ratio in % 7.9 7.2 6.4 6.8 6.7
Ratio of net indebtedness to cash flow in years 0.6 5.6 8.0 4.0 5.0
Pay-out ratio in % 17.7 17.2 18.0 20.4 20.1
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5-year overview 2004 to 2008 according to ifrs
Sales by sectors and regions1) eur million/percent
2004
2005
2006
2007
2008
Sectors
Custom Research 411.9 624.0 755.2 773.0 782.8
Change in % on prior year + 51.5 + 21.0 + 2.4 + 1.3
Retail and Technology 187.0 209.6 235.4 260.8 304.1
Change in % on prior year + 12.1 + 12.3 + 10.8 + 16.6
Media 62.2 96.2 117.0 124.5 130.1
Change in % on prior year + 54.5 + 21.7 + 6.4 + 4.5
Regions
Germany 236.3 253.6 269.6 290.3 316.1
Change in % on prior year + 7.3 + 6.3 + 7.7 + 8.9
Western Europe/Middle East/Africa 457.7 480.5 487.2
Change in % on prior year + 5.0 + 1.4
Western and Southern Europe 215.7 257.5 290.3
Change in % on prior year + 19.4 + 12.7
Northern Europe 55.6 127.2 167.4
Change in % on prior year + 128.8 + 31.6
Central and Eastern Europe 40.2 52.7 64.4 73.1 87.2
Change in % on prior year + 31.2 + 22.4 + 13.4 + 19.3
North America 257.3 240.7 219.7
Change in % on prior year – 6.5 – 8.7
Latin America 23.7 26.7 35.5
Change in % on prior year + 12.9 + 33.0
America 82.0 207.0 280.9
Change in % on prior year + 152.4 + 35.7
Asia and the Pacific 39.3 39.4 39.6 50.8 74.8
Change in % on prior year + 0.3 + 0.4 + 28.4 + 47.3
1) Data taken from the Management Information System
Number of employees at year-end
5,539
7,515
7,903
9,070
9,692
Change in % on prior year + 35.7 + 5.1 + 14.8 + 6.9
150_GfK
A
Adjusted operating income Adjusted operating income does not take into account highlighted items. The management uses this financial indicator in the Group-wide management of GfK’s operating business.
Affiliated companies Companies which are controlled by the parent. As a rule, the parent holds the majority of the voting rights and capital of the company.
Assets Resources that are at the disposal of the company as a result of events in the past and which should represent an economic benefit in future.
Asset structure The asset structure describes the relationship between non-current assets and current assets. It is determined on the basis of the ratio of non-current assets to current assets multiplied by 100.
Associated companies Minority participations in companies on whose business or company policy a decisive, but not a controlling influence is exercised. Associated com-panies are in principle valued at equity.
B
Borrowings Total assets less equity.
C
Cash flow Balance of funds inflow and outflow affecting payment.
Consolidated total income (ifrs) Consolidated total income attributable to the equity holders of the parent company plus con-solidated total income attributable to minority interests; also referred to as consolidated total income before minority interests.
Cost of sales Total of all types of operating costs which can be directly allocated to clients’ orders. These include in particular costs for external data procurement, costs for interviewees and interviewers.
Cost of sales accounting Form of income statement which shows the income achieved in the market during the accounting period. Opposite: total cost accoun-ting. Here the total operating income for the period is shown, whereby the sales and changes in inventories are shown against the total cost. Both forms of accounting produce the same income for the accounting period.
Current assets The total of all current receivables, deferrals, funds, securities and inventories reported on the assets side of the balance sheet.
Current liabilities The total of all short-term provisions, current liabilities and deferrals reported on the liabilities side of the balance sheet.
D
Deferred taxes Tax assets or liabilities reported in the balance sheet to equalize the difference between the tax debt actually assessed and the commercial tax burden based on the financial reporting in accordance with ifrs for the commercial balance sheet. The basis for determining deferred taxes is the difference between the value of the assets and liabilities reported in the balance sheet in accordance with ifrs and the local tax balance sheet.
Dividend yield Dividend per share in relation to the annual closing price.
E
ebit Abbreviation for earnings before interest and taxes calculated as Operating income plus income from associates plus Other income from participations.
ebitda Earnings before interest, taxes, depreciation and amortization calculated as ebit plus depreciation and amortization charges.
Equity Equity comprises funds from the equity holders available to the company as capital contributions and/or deposits and retained profit as well as equity attributable to minority interests.
Equity ratio Balance sheet equity in relation to total assets. The higher the indicator, the lower the level of indebtedness.
F
Free cash flow Cash flow from operating activity less capex.
Financial expenses Financial expenses that do not result directly from participating interests. These are calculated as interest expense plus other financial expenses.
Financial income Financial income that does not result directly from participating interests. This is calculated as interest income plus other financial income.
G
Goodwill Intangible business asset that represents the value of the intangible assets of a company at the time of its acquisition that are not separately capitalizable, such as the expertise of staff. This is calculated as the purchase price of the company less revalued equity on a pro rata basis.
Gross income from sales Sales less Cost of sales.
Glossary of financial terminology
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H
Highlighted items The costs that are not taken into account in Adjusted operating income: expenses and income connected with restructuring and corporate transactions, write-ups and amorti-zation on disclosed hidden reserves as part of the purchase price allocation, share-based payments and long-term incentives, other income and expenses, including, in particular, effects from the valuation of foreign exchange items on the reporting date.
I
ias The International Accounting Standards (ias) were developed and published by the iasc from 1973 to 2000. Unless specific standards have been revoked, they are still valid in full today. Since the reworking of ias 1 in 2003, the “old” ias have been collectively referred to as ifrs. Any existing standards are developed further as ias and all new standards are known as ifrs.
ifrs The International Financial Reporting Standards (ifrs) are accounting principles developed and published by the iasb. In addition to the actual ifrs, the ias that are still valid and the interpre-tations of the ifric and sic are grouped under the ifrs.
Impairment Write-down of assets in addition to scheduled amortization/depreciation, or in place of scheduled amortization/depreciation in the case of intangible assets with an indefinite useful life. Impairment tests are used to establish whether the carrying value of assets is higher than the recoverable amount for the asset. The asset is written down to the recoverable value as necessary.
Income Adjusted operating income.
Income from ongoing business activity ebit plus Financial income less Financial expenses.
M
Majority participations Affiliated companies.
Margin A margin represents the relationship of an indicator ( Income, ebit, ebitda etc.) to sales.
Minority participations Generic term for Associated companies and Other participations. The participation quota is below 50%.
N
Net indebtedness Assets that benefit business operations in the long term. In addition to intangible assets, tangible assets and investments, these include deferred tax assets and other non-current receivables and deferrals.
Non-current assets Assets that benefit business operations in the long term. In addition to intangible assets, tangible assets and investments, these include tax assets and other non-current receivables and deferrals.
Non-current liabilities Total of all long-term provisions, liabilities, deferred tax liabilities and other deferrals reported on the liabilities side of the balance sheet.
O
Operating income Gross income from sales less Selling and general administrative expenses plus Other operating income less Other operating expenses.
Other income from participations Income from Affiliated companies not included in the scope of consolidation and Other parti-cipations as well as expenses and income from write-ups or write-downs of book values of invest-ments plus gains/losses from the disposal of parti-cipations.
Other operating expenses Expenses in connection with ongoing business activity, excluding financial expenses, not attributable to Cost of sales or Selling and general administrative expenses. Examples are Impairments, losses from the disposal of fixed assets or exchange losses.
Other operating income Income from ongoing business activity, excluding financial income, which does not represent sales. Examples are profits on the disposal of fixed assets and exchange gains.
Other participations Companies in which a participation is held but on whose business policy no decisive influence is exercised. The participation quota is below 20%.
P
Pay-out ratio Total dividend in relation to consolidated total income.
Profit to sales ratio (ifrs) Consolidated total income in relation to sales.
Purchase Price Allocation Allocation of the purchase price when companies are acquired to assets and liabilities not previously reported or not in such amounts.
R
Ratio of net indebtedness to cash flow Net indebtedness in relation to Free cash flow.
Return on capital employed ebit in relation to average total assets.
Return on equity Consolidated total income in relation to average shareholders’ equity.
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Glossary of financial terminology
S
Selling and general administrative expenses Operating costs not directly aligned to individual client orders, such as general marketing or accounting measures.
Sector GfK manages its business via the three sectors: Custom Research, Retail and Technology and Media. The additional subdivision below sector level used in the management information system is termed Segments. The three sectors emer-ged from the five divisions Custom Research, Retail and Technology, Consumer Tracking, Media and HealthCare, which existed until the end of 2007.
Segment GfK uses the term segment for an additional subdivision below the level of Sectors in the management information system. This relates to the Custom Research sector, which encompasses the Consumer Tracking, HealthCare, Automotive, Business and Technology, Financial Services, Consumer and Retail, Other Custom Research, Custom Research Central and Eastern Europe, Custom Research Latin America, Custom Research Asia and the Pacific as well as Multi Segment Custom Research segments.
T
Tax ratio Tax on income from operating activity in relation to Income from ongoing business activity.
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A agf agf – tv research partnership. Association of the broadcasters ard, ProSiebenSat.1 Media ag, rtl Media Group Germany and zdf to carry out continuous, quantitative tv audience research in Germany.
agf/GfK tv panel A representative group of households selected using statistical methods, whose tv viewing is continuously determined by GfK tv research via tv meters and used as a basis for audience share and ratings: Research, Panel.
Automotive Automotive is one of GfK‘s segments, which is involved in automotive market research.
B
Basic research Market research is based on the findings of many different sciences, including psychology, sociology and statistics. Basic research reviews those findings and establishes by means of its own research whether and under which circumstances these findings can be applied in market research.
Basic unit The set of all the elements, about which information is to be provided. A Sample is a subset of this basic unit. As a rule, the aim is to draw conclusions about the features of the basic unit by considering a sample.
Business and Technology Business and Technology is one of GfK‘s segments.
C Conjoint analysis Multivariate analysis method to determine complex patterns of consumer preference.
Consumer and Retail Consumer and Retail is one of GfK‘s segments.
Consumer climate Indicator that is calculated on the basis of the findings of a monthly consumer survey carried out on behalf of the European Commission. It gives insight into the level and general trends of private consumption in specific countries: Propensity to buy
Consumer electronics Also known as brown goods, which comprise products such as tv sets, dvd players, games consoles, mp3 players: Retail and Technology.
Consumer panel A sample of households which provide regular information on their purchases: ConsumerScan, ConsumerScope, Panel.
ConsumerScan Consumer panel in which the purchasing behaviour of households and individuals is recorded. Covers purchases of nearly all fast-moving consumer goods: Consumer Tracking, Household Panel.
ConsumerScope Mail panel, carrying out continuous surveys of purchases of consumer goods with slow- moving acquisition cycles and the use of service: Consumer Tracking, Panel, Consumer Panel.
Consumer Tracking A survey of households and individual consumers that is repeated at regular intervals. Tracking is one of GfK‘s segments: Household panel, Panel, Tracking.
Custom research Systematic empirical research as a basis of marke-ting decisions.
Custom Research Custom Research is one of GfK‘s sectors, Custom research.
Custom Research Asia and the Pacific Custom Research Asia and Pacific is one of GfK‘s segments, which is involved in Custom research in the Asia and the Pacific region.
Custom Research Latin America Custom Research is one of GfK‘s segments, which is involved in Custom research in Latin America.
Custom Research Central and Eastern Europe Custom Research Central and Eastern Europe is one of GfK‘s segments, which is involved in Custom research in Central and Eastern Europe.
D
Data fusion A statistical method to transmit features from a sample’s sources to another sample’s sources.
Data point A data point is a single measurement within a dataset.
E
Evogenius Instrument used to produce and analyze media usage data. Initially designed for tv audience research, it has since been expanded to include radio, print, posters, online and cross-media: Media.
Excellence Team As part of the Excellence program set up in 2001, GfK managers selected globally work together on a project of strategic importance for GfK for one year at a time. The current Excellence viii Team is identifying trends which will influence the market research industry up to 2015 and discussing how GfK could react to them.
Extrapolation Derived total result based on partial results. In order to extrapolate as precisely as possible, the partial results must take account of all conceivable aspects and be sufficient in size. This is known as a representative Sample.
F
5 Star Incentive Program Part of the remuneration system for the GfK Group‘s management. The amount of these partial remuneration payments varies, depending on the share price trend and the key figures in the consolidated accounts.
Face-to-face interview Oral, direct interview conducted by an interviewer. Respondents do not see the questionnaire, but are asked the relevant questions by the interviewer.
Fact-based Consultancy Strategic client consulting based on figures. One of the five aims of GfK’s corporate strategy.
Financial Services Financial Services is one of GfK‘s segments, which is involved in financial market research.
G Genetic algorithms A research method, which imitates evolution to find the best possible solution in a complex environment.
GfK Analyzeit Panel analysis software used by the Consumer Tracking segment, which allows both customers and GfK employees to download and initiate reports and special analyses flexibly from the Household panel via the Internet.
Glossary of specialist GfK terms
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GfK EmoSensor Instrument for recording emotions in a diffe- rentiated manner, which triggers marketing measures such as commercials or new consumer products.
GfK NewProductWorks (npw) World‘s largest collection of all the innovative products that have been successfully launched in the last 25 years.
GfK Octopus GfK‘s online portal, which allows customers to download the studies they have commissioned and analyze them independently.
GfK Price Performance Planner (ppp) Market model which analyzes the effects of price changes on a specific product’s sales units and volume.
GfK Retail Analytics An addition to the Retail panel for Retail and Technology, this is an instrument which delivers clients additional knowledge on subjects such as pricing, competitive analysis, range structuring and product marketing and also supplies details on market movements in individual stores.
GfK Segment Tracker Instrument for identifying the needs and motivation of doctors so that the pharmaceuticals industry can address this target group most effectively.
GfK smart Superior Mystery Shopping Administration and Reporting Technology. Software, which improves the research process for complex mystery shopping projects and enhances the quality of analysis. Mystery shopping.
GfK Target Group Profiler (tgp) Instrument for the identification of which marketing core groups, i.e. households or individuals, offer the greatest potential for a specific brand.
Global Key Account Management Selected GfK employees in the Custom Research sector who manage global corporate client accounts.
H
Household panel Representative sample of households which report regularly on their purchases: Consumer-Scan, ConsumerScope, Consumer Tracking, Panel.
HealthCare HealthCare is one of GfK‘s segments, which supplies information services on product development, communication, image and nba for drugs and devices and services in healthcare.
Hierarchical Bayes method A method for determining price elasticity for a brand, even if only a few data points are available.
hilca Hierarchical Individual Limit Conjoint software, the aim of which is to optimize products which can be described through a large number of features.
Hybrid procedure Using at least two different methods to approach the survey topic.
K
kes Knowledge Exchange Solution. GfK initiative on global knowledge sharing between employees.
M
Market segmentation Division of an overall market into sub-markets using different categories. Segmentation can be by product type, price class, geographic demo-graphy or psychological and socio-economic life-style features and value categories of consumers.
Media Media is one of GfK’s sectors, which provides information services on reach, intensity and type of use of media and media offering and their acceptance: tv audience research, tv Panel, Media research, Reach research.
Media research Systematic, empirical research used as a basis for media planning by media companies and their advertising clients: Media, tv audience research, Reach, Reach research.
MediaWatch An electronic metering device incorporated into a wristwatch, used to measure consumption of various media: Media, Media research, Reach research.
Mobile Content Tracking and Downloads Research method, which collects exact and standardized measured data in detail within the three most important sources for mobile content: Internet based tv, computer and mobile phone.
Mystery shopping Test method for analyzing the service quality of supermarkets, restaurants, insurance companies and banks and determining measures to rectify defects.
N
Neuromarketing Interdisciplinary field of research. Previously unknown patterns and processes, which control the decision of potential customers for or against a product, are researched on the basis of changes in the flow of blood in the brain and contrasted with actual visible behaviour.
O
Online research Questionnaires sent to people and other survey units via the Internet
Other Custom Research Other Custom Research is one of GfK’s segments.
P
Panel A survey of individuals, households, companies etc. to obtain data on a single subject at regular intervals over a longer period, using the same Sample and carried out using the same methods each time: Consumer Tracking, ConsumerScan, ConsumerScope, House-hold panel, tv panel, Panel maintenance, Tracking.
Panel maintenance Instrument used to ensure the quality of panel surveys. Following the departure of panel participants or their familiarity with a survey topic, participants are removed from the panel at specific intervals and replaced by new panel members. Panel maintenance also comprises the exclusion of incentive hunters who only participate in panels to benefit from the reward system: Consumer Tracking, Panel.
Propensity to buy The intention of consumers to make major acqui-sitions in the near future. The propensity to buy is one of the indicators used in the GfK consumer climate survey based on consumers being asked the following question: “Do you think that it is wise to make major purchases at the moment?” Consumer climate.
Glossary of specialist GfK terms
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R Radio research Measuring the listening habits of radio audiences: Media, MediaWatch.
Reach The percentage of the total population or a specific target group reached by a medium. A central concept in media planning and Media researc h: tv panel, Reach research.
Reach research The continuous recording of media usage: Media, Reach.
Retail and Technology One of GfK’s sectors: Retail panel.
Retail panel/research Regular recording of sales, product categories and products via a representative sample of retailers with different retail types and sales channel: Retail and Technology, Tracking.
S
Segmentation Market segmentation.
StarTrack it platform used to produce and evaluate data in the Retail and Technology sector.
StarTrack Explorer Online portal of the Retail and Technology sector, which allows customers to create reports in a uniform global format offering great analytical depth tailored to their individual requirements online.
Sample The observation data and/or survey units which are selected from all of the units and included in a specific survey: Extrapolation, Panel.
Syndicated business Market or market player surveys not necessarily commissioned by a client or tailored to suit client requirements, which are offered on the market without client-specific adaptation. Syndicated sur-veys can be carried out on a one-off or repeated basis, without the need to conform to the strict limitations of a panel.
T tc Score A measuring system used in tv audience research, which consists of a central device and several measuring modules with the characteristics of a receiver, a set-top box or a dvd player. By surveying tv consumption and the use of accessories via tc Score devices, customers can obtain particularly detailed data: tv audience panel, Media, Media research.
Test market Largely self-contained sub-market, in which a new product is tested in a reality-based situation, e.g. a superstore specifically equipped for this purpose or in a region that is representative of a whole country.
TdW Typology of Wishes. A study that puts various lifestyles and trends and their different con-sumption and media habits into one context. This is achieved by a comprehensive description of all the various permutations of human behaviour.
TdW t.o.m. Pharma Purchasing information from the HealthCare Panel is transferred into the Typology of Wishes (TdW), to record consumer reactions to adverti-sing in print media: TdW, HealthCare, Panel.
t.o.m. fmcg tv Target optimizer for markets. By merging data from the GfK ConsumerScan Panel with that from the agf/GfK tv Panel, GfK can analyze the groceries that a particular group viewing a broadcast will buy, for example: agf, agf/GfK tv Panel, Panel, ConsumerScan, Data fusion.
t.o.m. Pharma tv By merging data from the GfK HealthCare Panel with that from the agf/GfK tv Panel, GfK can analyse the non-prescription drugs that a particular group viewing a broadcast will buy, for example: agf, agf/GfK tv panel, Panel, HealthCare, » Data fusion.
Tracking Surveys of individuals, households and com-panies, repeated at regular intervals and using the same interview method each time. Unlike a Panel, the data is not necessarily collected from the same sources each time, but the struc-ture of the sample is the same in each case Sample Consumer Tracking.
tv audience research tv audience research is used to determine audience share: Media, Media research, Reach, tv panel.
tv Panel A representative group of households whose tv viewing is continuously determined via tv meters and used as a basis for audience share and ratings: tv audience research, Media, Panel, Reach.
tv reach research Reach research.
W
web.Consumer Purchaser target groups from the GfK Consu-merScan Panel are transferred to the United Internet Media (uim) customer database using data fusion to establish whether a particular consumer group views a specific Internet page particularly frequently: ConsumerScan, Panel
Glossary of specialist GfK terms
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Beijing Sino Market Research Beijing Sino Market Research Co., Ltd., China
Bilesim International Bilesim International Arastirma ve Danismanlik a.s., Turkey
Blue Moon Group GfK Blue Moon Research and Planning Pty. Limited, Australia GfK Blue Moon Quantitative Research Pty. Limited, Australia
Chart Track Chart Track Limited, uk
China Market Monitor China Market Monitor Co., Ltd., China
DmrKynetec DmrKynetec Group Limited, uk
Encodex encodex International GmbH, Germany
Encodex Japan Encodex Japan k.k., Japan
Etilize Etilize Inc., Rolling Hills Estates, ca, usa
GfK Albania GfK Albania, Albania
GfK Custom Research Australia GfK Custom Research Australia Holding Pty. Limited, Australia
GfK Custom Research North America GfK arbor, llc, Media, usa GfK Automotive, llc, usa GfK Custom Research, llc, usa GfK Research Dynamics, Inc., Canada The Arbor Strategy Group, Inc., usa
GfK Denmark GfK Danmark a/s, Denmark
GfK Egypt gfk Egypt ltd, Egypt
GfK Eurisko GfK Eurisko S.r.l., Italy
GfK Fernsehforschung GfK se, GfK tv research division
GfK Indicator, Brazil GfK indicator Ltda., Brazil
GfK Marketing Services Australia GfK Retail and Technology, Australia Pty. Ltd., Australia
GfK Marketing Services Chile GfK Marketing Service Chile Limitada, Chile
GfK Marketing Services Japan GfK Marketing Services Japan k.k., Japan
GfK Marketing Services New Zealand GfK Retail and Technology Australia Pty. Ltd., Australia, office in New Zealand
GfK Marketing Services South Africa GfK Marketing Services South Africa (Proprietary), South Africa
GfK Market Measures GfK u.s. Healthcare Companies lp, usa, GfK Market Measures division
GfK mediacontrol Latina GfK Mediacontrol Latina s.l., Spain
GfK-memrb Marketing Services Dubai GfK-Memrb Marketing Services fz-llc, United Arab Emirates
GfK-memrb Marketing Services Maroc GfK memrb Marketing Services Morocco, Morocco
GfK-memrb Marketing Services Nigeria GfK-memrb Marketing Services Limited, Nigeria
GfK Methoden- und Produktentwicklung GfK se, GfK Methoden- und Produktentwicklung division
GfK ms Nigeria GfK-memrb Marketing Services Nigeria Limited, Nigeria
GfK nop Custom Research GfK nop Limited, Custom Research sector, uk
GfK-Nürnberg e.V. GfK-nürnberg Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Germany
GfK Optics Japan GfK Optics Japan kk, Japan
GfK Research Matters GfK Research Matters ag, Switzerland
GfK se, Deutschland GfK Societas Europaea, Germany
GfK Strategic Innovation The Arbor Strategy Group, Inc., Ann Arbor, usa
GfK Telecontrol GfK Telecontrol ag, Switzerland
GfK Türkiye GfK Arastirma Hizmetleri a.s., Turkey Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s., Turkey
ifr ifr Deutschland GmbH, Germany
Market Insight gfk Egypt ltd, Egypt
Qosmos Qosmos sa, France
Shopping Brasil Tecnologia Shopping Brasil Technologia da Informação Ltda, Brazil
The Arbor Strategy Group The Arbor Strategy Group, Inc., Ann Arbor, usa
List of GfK companies
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Change
20071) 2008 in%
Sales ineurm 1,162.1 1,220.4 +5.0
ebitda ineurm 188.4 192.0 +1.9
Adjustedoperatingincome2) ineurm 157.6 158.7 +0.7
Margin3) in% 13.6 13.0 –
Operatingincome ineurm 125.6 128.9 +2.6
Incomefromongoingbusinessactivity ineurm 104.2 113.0 +8.4
Consolidatedtotalincome ineurm 78.9 82.0 +4.0
Taxratio in% 24.3 27.4 –
Cashflowfromoperatingactivity ineurm 168.1 145.8 –13.3
Earningspershare eur 1.98 2.04 +3.0
Dividendpershare eur 0.45 0.46 +2.2
Totaldividend ineurm 16.1 16.5 +2.5
Numberofemployeesatyear-end full-time 9,070 9,692 +6.9
1)Allfiguresintheprofitandlossstatementareadjustedforeffectsonincomeresultingfromthesettlementwithubm.Fordetails,seechapter2.1inthemanagementreport.
2)Adjustedoperating income isderived fromtheoperating income.The followingexpensesand incomehavebeenexcluded:expensesandincomeinconnectionwithreorganizationandbusinesscombinations,write-upsandwrite-downsofadditionalassetsidentifiedonacquisitions,personnelexpensesforshare-basedpaymentsandlong-termincentivesandremainingotheroperatingincomeandexpenses,inparticular,currencyeffectsresultingfromthereportingdatevaluation.
3)Adjustedoperatingincomeinrelationtosalesin%.
VIV
64,104ff. Accountingandvaluationmethods
54 Acquisitions
Adjustedoperatingincome seeIncome
112,118 Affiliatedcompanies
9,54,69f.,96,149 AsiaandthePacific
109 Assets 108 –intangible
101 Balancesheet –Notestotheaccounts 147 –Totalassets
10,84 biss
124,147 Borrowings
Cashflow 102,147 –fromfinancingactivity IV,65,102,147 –fromongoingbusinessactivity 102,147 –frominvestmentactivity
102,110 Cashflowstatement
9,54,69f.,90,149 CentralandEasternEurope
Consolidated 99ff. –financialstatements IV,63f.100,146 –income
111 Consolidation
54 ConsumerTracking
75f.,84 CorporateCommunications andMarketing
4,14ff., CorporateGovernance
107,117 Corporatevalue/goodwill
9,50ff.,54,67f.,72, CustomResearch 78,83,149
102,110 Deferredtaxes
IV,25,148 Dividend
148 Dividendyield
63ff.,106,146 ebit
IV,63ff.,146 ebitda
IV,74,133,149 Employees
Employees seeHumanResources
75 Environmentalissues
110,120,147 Equity 65 –ratio
108,128 Financialinstruments
110 Financialliabilities
15ff.,81,84,107 5StarIncentive
65,148 Gearing
60,69f.,86,149 Germany
54 HealthCare
73ff. HumanResources
IV,62ff. Income 63,146 –fromongoingbusinessactivity 63,107 –pershare seeShares –operating seeOperatingincome
63,85,146 Incomefromparticipations
IV,25,67,115 Income 25 –Keyindicators 21f.,48 –Sharepriceperformance
100 Incomestatement
106 Incometax
84,147 Investments
9,54,61,69f.,94, LatinAmerica 149
118 Leasing
12f.,85,136 ManagementBoard
IV,67,85,146 Margin
9,42,54,67f.,73, Media 79,84,149
5,23 Mergerofequals
65,147 Netindebtedness
69f.,92,149 NorthAmerica
IV,62,113,146 Operatingincome
Operatingincome seeIncome
76ff. Opportunitiesandrisks 78,83,149
75 Organizationandadministration
Profitfortheyear seeConsolidatedincome
148 Profittosalesratio
130 Proformastatements(ifrs 3)
110,122f. Provisions
75 Purchasing
60 Recession
72f.,83 ResearchandDevelopment
2,9,38f.,54,67f., RetailandTechnology
73,79,84,147
148 Returnonassetsemployed
IV,63,67,105,146Sales
128f. Segmentreporting
126 Sensitivityanalysis
26 Shareholderstructure
138ff. Shareholdings
9,16,21f.,100 Shares
25,130 SocietasEuropaea
4ff.,14,134f. SupervisoryBoard
108 Tangibleassets
Taxes seeIncometax
IV,63,146 TaxRatio
42f. tvresearch
69f.,88,149 WesternEurope,theMiddleEast andAfrica
Yield SeeMargin
IV
Index
III
GfK Group 2008 in figures
Mission Statement
GfK.GrowthfromKnowledge
Companiesneedtomakedecisions.Knowledgeisthebasisfordecision-making.Ourbusinessinformation
servicesprovidetheessentialknowledgethatindustry,retail,theservicesectorandthemedianeedin
ordertomaketheirdecisions.
Asaknowledgeprovider,weaimtobeatthetopinalltheglobalmarketsinwhichweoperate–inthe
interestsofourclients,ouremployees,ourcompany,ourshareholdersandthegeneralpublic.
Datesfor2009
March 31, 2009
Accountspressconference,Nuremberg
March 31, 2009
Analysts’conference,Frankfurt/Main
May 14, 2009
QuarterlyreportasofMarch311)
May 20, 2009
AnnualGeneralMeeting,Fürth
August 13, 2009
Interimhalf-yearreportasofJune301)
November 16, 2009
Interimnine-monthreportasofSeptember301)
Datesfor2010
February 25, 2010
Provisionalresultforfinancialyear20091)
March 31, 2010
Accountspressconference,Nuremberg
March 31, 2010
Analysts’conference,Frankfurt/Main
May 12, 2010
QuarterlyreportasofMarch311)
May 19, 2010
AnnualGeneralMeeting,Fürth
August 16, 2010
Interimhalf-yearreportasofJune301)
November 15, 2010
Interimnine-monthreportasofSeptember301)
1)Publicationisscheduledforbeforethestartofthetradingseason
Provisional key dates in the financial calendar
ClientdrivenClientdriven
Ourclients’needsdriveourbusiness.Wecontinuouslyseektobetterunderstandourclients’
needs,improveallaspectsofexistingresearchproducts,offerinnovativeproductsandtobe
anintegralpartofourclients’informationsystems.Accuracy,soundmethodology,excellent
clientservice,flexibility,timelydeliveryandcosteffectivenessallensurethatwemeetandeven
exceedourclients’expectations.Webuildlong-termpartnershipswithourclients,contributing
totheirsuccess.
OurpeopleOurpeople
Peopleareourmainasset.Developmentthroughtraining,sharingideasandsoundexperienceis
essentialtoourbusiness.Ourpeoplehavethefreedomtoexploreanddeveloptheirtalentsand
areempoweredtoachieveourcommongoals.Weencourageandrewardinitiative,dedicationand
hardwork.Fairness,goodcommunicationandworkingrelationshipsatalllevelsandlocationsare
keytooursuccess.
InnovationInnovation
Werecognizethatinvestingincontinuousinnovationinboththeprocessandtheendproductis
aprerequisitetomeetingclients’requirements.Ouraimistobeatthecuttingedgewithourkey
businessactivities.Clients’needs,evolvingmarkets,newtechnologyandtheexpertiseandideas
ofourpeoplethroughouttheworldarewhatdriveinnovation.
Globalexperience–localknowledgeGlobalexperience–localknowledge
Werespectandlearnfromlocalbusinesspracticesandculturesandprovideknowledgetailoredto
localneeds.Ourglobalnetworkcomprisesinternationalteams,toolsandproductstoprovidemulti-
nationalclientswithconsistentservices.AsproudmembersoftheGfKGroup,wesharelocaland
internationalexpertisetocontinuallyimproveallaspectsofourbusiness.
GrowthGrowth
Profitablegrowthresultsingreateropportunities.Asindividuals,teamsandbusinessunits,weare
awareoftheimpactofourdecisionsandactionsatalllevels.Weusefinancialandnon-financial
measurementstoreviewandimproveperformanceonanongoingbasis.Ourgrowthprovides
investorswithafairreturnonthefinancialresourcestheyhaveentrustedtous.
Our corporate values
Change
20071) 2008 in%
Sales ineurm 1,162.1 1,220.4 +5.0
ebitda ineurm 188.4 192.0 +1.9
Adjustedoperatingincome2) ineurm 157.6 158.7 +0.7
Margin3) in% 13.6 13.0 –
Operatingincome ineurm 125.6 128.9 +2.6
Incomefromongoingbusinessactivity ineurm 104.2 113.0 +8.4
Consolidatedtotalincome ineurm 78.9 82.0 +4.0
Taxratio in% 24.3 27.4 –
Cashflowfromoperatingactivity ineurm 168.1 145.8 –13.3
Earningspershare eur 1.98 2.04 +3.0
Dividendpershare eur 0.45 0.46 +2.2
Totaldividend ineurm 16.1 16.5 +2.5
Numberofemployeesatyear-end full-time 9,070 9,692 +6.9
1)Allfiguresintheprofitandlossstatementareadjustedforeffectsonincomeresultingfromthesettlementwithubm.Fordetails,seechapter2.1inthemanagementreport.
2)Adjustedoperating income isderived fromtheoperating income.The followingexpensesand incomehavebeenexcluded:expensesandincomeinconnectionwithreorganizationandbusinesscombinations,write-upsandwrite-downsofadditionalassetsidentifiedonacquisitions,personnelexpensesforshare-basedpaymentsandlong-termincentivesandremainingotheroperatingincomeandexpenses,inparticular,currencyeffectsresultingfromthereportingdatevaluation.
3)Adjustedoperatingincomeinrelationtosalesin%.
VIV
64,104ff. Accountingandvaluationmethods
54 Acquisitions
Adjustedoperatingincome seeIncome
112,118 Affiliatedcompanies
9,54,69f.,96,149 AsiaandthePacific
109 Assets 108 –intangible
101 Balancesheet –Notestotheaccounts 147 –Totalassets
10,84 biss
124,147 Borrowings
Cashflow 102,147 –fromfinancingactivity IV,65,102,147 –fromongoingbusinessactivity 102,147 –frominvestmentactivity
102,110 Cashflowstatement
9,54,69f.,90,149 CentralandEasternEurope
Consolidated 99ff. –financialstatements IV,63f.100,146 –income
111 Consolidation
54 ConsumerTracking
75f.,84 CorporateCommunications andMarketing
4,14ff., CorporateGovernance
107,117 Corporatevalue/goodwill
9,50ff.,54,67f.,72, CustomResearch 78,83,149
102,110 Deferredtaxes
IV,25,148 Dividend
148 Dividendyield
63ff.,106,146 ebit
IV,63ff.,146 ebitda
IV,74,133,149 Employees
Employees seeHumanResources
75 Environmentalissues
110,120,147 Equity 65 –ratio
108,128 Financialinstruments
110 Financialliabilities
15ff.,81,84,107 5StarIncentive
65,148 Gearing
60,69f.,86,149 Germany
54 HealthCare
73ff. HumanResources
IV,62ff. Income 63,146 –fromongoingbusinessactivity 63,107 –pershare seeShares –operating seeOperatingincome
63,85,146 Incomefromparticipations
IV,25,67,115 Income 25 –Keyindicators 21f.,48 –Sharepriceperformance
100 Incomestatement
106 Incometax
84,147 Investments
9,54,61,69f.,94, LatinAmerica 149
118 Leasing
12f.,85,136 ManagementBoard
IV,67,85,146 Margin
9,42,54,67f.,73, Media 79,84,149
5,23 Mergerofequals
65,147 Netindebtedness
69f.,92,149 NorthAmerica
IV,62,113,146 Operatingincome
Operatingincome seeIncome
76ff. Opportunitiesandrisks 78,83,149
75 Organizationandadministration
Profitfortheyear seeConsolidatedincome
148 Profittosalesratio
130 Proformastatements(ifrs 3)
110,122f. Provisions
75 Purchasing
60 Recession
72f.,83 ResearchandDevelopment
2,9,38f.,54,67f., RetailandTechnology
73,79,84,147
148 Returnonassetsemployed
IV,63,67,105,146Sales
128f. Segmentreporting
126 Sensitivityanalysis
26 Shareholderstructure
138ff. Shareholdings
9,16,21f.,100 Shares
25,130 SocietasEuropaea
4ff.,14,134f. SupervisoryBoard
108 Tangibleassets
Taxes seeIncometax
IV,63,146 TaxRatio
42f. tvresearch
69f.,88,149 WesternEurope,theMiddleEast andAfrica
Yield SeeMargin
IV
Index
III
GfK Group 2008 in figures
Mission Statement
GfK.GrowthfromKnowledge
Companiesneedtomakedecisions.Knowledgeisthebasisfordecision-making.Ourbusinessinformation
servicesprovidetheessentialknowledgethatindustry,retail,theservicesectorandthemedianeedin
ordertomaketheirdecisions.
Asaknowledgeprovider,weaimtobeatthetopinalltheglobalmarketsinwhichweoperate–inthe
interestsofourclients,ouremployees,ourcompany,ourshareholdersandthegeneralpublic.
Datesfor2009
March 31, 2009
Accountspressconference,Nuremberg
March 31, 2009
Analysts’conference,Frankfurt/Main
May 14, 2009
QuarterlyreportasofMarch311)
May 20, 2009
AnnualGeneralMeeting,Fürth
August 13, 2009
Interimhalf-yearreportasofJune301)
November 16, 2009
Interimnine-monthreportasofSeptember301)
Datesfor2010
February 25, 2010
Provisionalresultforfinancialyear20091)
March 31, 2010
Accountspressconference,Nuremberg
March 31, 2010
Analysts’conference,Frankfurt/Main
May 12, 2010
QuarterlyreportasofMarch311)
May 19, 2010
AnnualGeneralMeeting,Fürth
August 16, 2010
Interimhalf-yearreportasofJune301)
November 15, 2010
Interimnine-monthreportasofSeptember301)
1)Publicationisscheduledforbeforethestartofthetradingseason
Provisional key dates in the financial calendar
ClientdrivenClientdriven
Ourclients’needsdriveourbusiness.Wecontinuouslyseektobetterunderstandourclients’
needs,improveallaspectsofexistingresearchproducts,offerinnovativeproductsandtobe
anintegralpartofourclients’informationsystems.Accuracy,soundmethodology,excellent
clientservice,flexibility,timelydeliveryandcosteffectivenessallensurethatwemeetandeven
exceedourclients’expectations.Webuildlong-termpartnershipswithourclients,contributing
totheirsuccess.
OurpeopleOurpeople
Peopleareourmainasset.Developmentthroughtraining,sharingideasandsoundexperienceis
essentialtoourbusiness.Ourpeoplehavethefreedomtoexploreanddeveloptheirtalentsand
areempoweredtoachieveourcommongoals.Weencourageandrewardinitiative,dedicationand
hardwork.Fairness,goodcommunicationandworkingrelationshipsatalllevelsandlocationsare
keytooursuccess.
InnovationInnovation
Werecognizethatinvestingincontinuousinnovationinboththeprocessandtheendproductis
aprerequisitetomeetingclients’requirements.Ouraimistobeatthecuttingedgewithourkey
businessactivities.Clients’needs,evolvingmarkets,newtechnologyandtheexpertiseandideas
ofourpeoplethroughouttheworldarewhatdriveinnovation.
Globalexperience–localknowledgeGlobalexperience–localknowledge
Werespectandlearnfromlocalbusinesspracticesandculturesandprovideknowledgetailoredto
localneeds.Ourglobalnetworkcomprisesinternationalteams,toolsandproductstoprovidemulti-
nationalclientswithconsistentservices.AsproudmembersoftheGfKGroup,wesharelocaland
internationalexpertisetocontinuallyimproveallaspectsofourbusiness.
GrowthGrowth
Profitablegrowthresultsingreateropportunities.Asindividuals,teamsandbusinessunits,weare
awareoftheimpactofourdecisionsandactionsatalllevels.Weusefinancialandnon-financial
measurementstoreviewandimproveperformanceonanongoingbasis.Ourgrowthprovides
investorswithafairreturnonthefinancialresourcestheyhaveentrustedtous.
Our corporate values
GfK
Gro
up
: A
nn
ual
Rep
ort
20
08
II
Contents
146 5-yearoverview
150 Glossaries
156ListofGfKcompanyabbreviations
V Financialcalendar
VI Index
VII Acknowledgementsandcontacts
Additional information
99 Consolidatedfinancialstatements
104 Notestotheconsolidatedfinancialstatements
143 Auditors‘report
Financial statements of the GfK Group
30 1934–ThefoundingofGfK
34 1957–Startofhouseholdpanel
38 1970–Launchofretailpanel
42 1984–tvresearchtakesoff
46 1999–Stockmarketlaunch
50 2005–MergerwithnopWorld
54 2008–Atimeofacquisitionandexpansion
GfK Special
III Ourcorporatevalues
IV MissionStatement GfKGroup2008infigures
1 Nofuturewithoutapast
2 2008ataglance
4 ReportbytheSupervisoryBoard
7 TheSupervisoryBoard
8 Lettertoshareholders
12 TheManagementBoard
14 CorporateGovernance
21 GfKshares
GfK Group
Management report of the GfK Group
59 Managementreport
86 Theregions
GfK Group: Annual Report 2008
No future without a past
GfK. Growth from Knowledge
VII
Acknowledgements
ThepresentAnnualReportisavailableinGermanandEnglish.Bothversionsandsupplementarypressinformationareavailablefordownloadonlinefromwww.gfk.com
Annualreports,interimreportsandpressinformationareavailablefrom
Corporate Communications
[email protected]@gfk.com
Contacts
BernhardWolfGlobalHeadofCorporateCommunicationsTel.+49911395–2012Fax+49911395–[email protected]
MarionEisenblätterPublicRelationsTel.+49911395–2645Fax+49911395–[email protected]
Publisher
GfKseNordwestring10190419Nuremberghttp://www.gfk.com
Design
A&Z,Zurich
ScheufeleHesseEiglerKommunikations-agenturGmbH,Frankfurt/Main
Photography
MichelComte:cover,pages8,12,35,37,39,41,43,45,47,49,71,53,54,56
GettyImages:pages86-97
BundesbildstellederBundesregierungDeutschland:page31
BundesbildstellederBundesregierungDeutschland/GerhardHeisler:page33
Michel Comte
Bornin1953inZurich,MichelComteorigi-nallytrainedasanartrestorer.Aself-taughtphotographer,hewonhisfirstinternationalassignmentsin1978,andmadehishomeinParisfrom1979onwards.In1981,hetraveledtoNewYork,whereheworkedforAmericanVogue.HelatermovedtoLosAngeles.
Duringhis30yearsofexperience,MichelComtehasphotographedcountlessstarsfromtheworldsofthearts,entertainmentandsport.Inrecentyears,hehasworkedincreasinglywithreportagephotography,inadditiontoportraitandfashionphotography.Forexample,hehastraveledasaphotographerwiththeInternationalRedCrosstowarzonesandareasofconflictinIraq,AfghanistanandBosnia.Today,MichelComteisoneofthemostimportantphotographersofourtime,withanimpressivestylethatmanagestobebothuncompromisingandsensitive.
GfK
Gro
up
: A
nn
ual
Rep
ort
20
08
II
Contents
146 5-yearoverview
150 Glossaries
156ListofGfKcompanyabbreviations
V Financialcalendar
VI Index
VII Acknowledgementsandcontacts
Additional information
99 Consolidatedfinancialstatements
104 Notestotheconsolidatedfinancialstatements
143 Auditors‘report
Financial statements of the GfK Group
30 1934–ThefoundingofGfK
34 1957–Startofhouseholdpanel
38 1970–Launchofretailpanel
42 1984–tvresearchtakesoff
46 1999–Stockmarketlaunch
50 2005–MergerwithnopWorld
54 2008–Atimeofacquisitionandexpansion
GfK Special
III Ourcorporatevalues
IV MissionStatement GfKGroup2008infigures
1 Nofuturewithoutapast
2 2008ataglance
4 ReportbytheSupervisoryBoard
7 TheSupervisoryBoard
8 Lettertoshareholders
12 TheManagementBoard
14 CorporateGovernance
21 GfKshares
GfK Group
Management report of the GfK Group
59 Managementreport
86 Theregions
GfK Group: Annual Report 2008
No future without a past
GfK. Growth from Knowledge
VII
Acknowledgements
ThepresentAnnualReportisavailableinGermanandEnglish.Bothversionsandsupplementarypressinformationareavailablefordownloadonlinefromwww.gfk.com
Annualreports,interimreportsandpressinformationareavailablefrom
Corporate Communications
[email protected]@gfk.com
Contacts
BernhardWolfGlobalHeadofCorporateCommunicationsTel.+49911395–2012Fax+49911395–[email protected]
MarionEisenblätterPublicRelationsTel.+49911395–2645Fax+49911395–[email protected]
Publisher
GfKseNordwestring10190419Nuremberghttp://www.gfk.com
Design
A&Z,Zurich
ScheufeleHesseEiglerKommunikations-agenturGmbH,Frankfurt/Main
Photography
MichelComte:cover,pages8,12,35,37,39,41,43,45,47,49,71,53,54,56
GettyImages:pages86-97
BundesbildstellederBundesregierungDeutschland:page31
BundesbildstellederBundesregierungDeutschland/GerhardHeisler:page33
Michel Comte
Bornin1953inZurich,MichelComteorigi-nallytrainedasanartrestorer.Aself-taughtphotographer,hewonhisfirstinternationalassignmentsin1978,andmadehishomeinParisfrom1979onwards.In1981,hetraveledtoNewYork,whereheworkedforAmericanVogue.HelatermovedtoLosAngeles.
Duringhis30yearsofexperience,MichelComtehasphotographedcountlessstarsfromtheworldsofthearts,entertainmentandsport.Inrecentyears,hehasworkedincreasinglywithreportagephotography,inadditiontoportraitandfashionphotography.Forexample,hehastraveledasaphotographerwiththeInternationalRedCrosstowarzonesandareasofconflictinIraq,AfghanistanandBosnia.Today,MichelComteisoneofthemostimportantphotographersofourtime,withanimpressivestylethatmanagestobebothuncompromisingandsensitive.