Annual Report 2010
Transcription
Annual Report 2010
A n n ua l R e po rt 2 0 1 0 Contents GfK Group III Our corporate values IV GfK Group 2010 in figures 1 Preface 2 2010 at a glance 4 Report by the Supervisory Board 9 The Supervisory Board 10 Letter to the shareholders 14 The Management Board 18 Corporate Governance 27 GfK shares GfK Special: Digital 34 Online and cross-media advertising under the microscope: the GfK Media Efficiency Panel 44 Digital Day 54 Plug & Play: the Dialogatore – a remote control for the digital world 60 The third dimension conquers the screen Management Report of the GfK Group 71 Management Report Financial statements of the GfK Group 103 Consolidated financial statements 110 Notes to the consolidated financial statements 157 Auditor’s report Additional information 160 5-year review 164 Glossaries 170 List of GfK company abbreviations V Financial calendar VI Index VII Acknowledgements and contacts II Our corpor ate values Client driven Our clients’ needs drive our business. We continuously seek to better understand our clients’ needs, improve all aspects of existing research products, offer innovative products and to be an integral part of our clients’ information systems. Accuracy, sound methodology, excellent client service, flexibility, timely delivery and cost effectiveness all ensure that we meet and even exceed our clients’ expectations. We build long-term partnerships with our clients, contributing to their success. Our people People are our main asset. Development through training, sharing ideas and sound experience is essential to our business. Our people have the freedom to explore and develop their talents and are empowered to achieve our common goals. We encourage and reward initiative, dedication and hard work. Fairness, good communication and working relationships at all levels and locations are key to our success. Innovation We recognize that investing in continuous innovation in both the process and the end product is a prerequisite to meeting clients’ requirements. Our aim is to be at the cutting edge with our key business activities. Clients’ needs, evolving markets, new technology and the expertise and ideas of our people throughout the world are what drive innovation. Global experience – local knowledge We respect and learn from local business practices and cultures and provide knowledge tailored to local needs. Our global network comprises international teams, tools and products to provide multinational clients with consistent services. As proud members of the GfK Group, we share local and international expertise to continually improve all aspects of our business. Growth Profitable growth results in greater opportunities. As individuals, teams and business units, we are aware of the impact of our decisions and actions at all levels. We use financial and non-financial measurements to review and improve performance on an ongoing basis. Our growth provides investors with a fair return on the financial resources they have entrusted to us. III GfKK GrOUP 2010 : in figures 2009 2010 Change in % Sales in eur m 1,164.5 1,294.2 + 11.1 ebitda in eur m 159.1 195.7 + 23.0 Adjusted operating income1) in eur m 147.2 185.0 + 25.7 in % 12.6 14.3 – Operating income in eur m 88.9 136.7 + 53.8 Income from ongoing business activity in eur m 75.5 124.8 + 65.3 Consolidated total income in eur m 60.5 84.0 + 38.8 in % 19.8 32.7 – in eur m 134.7 172.0 + 27.7 Earnings per share eur 1.42 1.99 + 40.1 Dividend per share eur 0.30 0.48 + 60.0 Total dividend in eur m 10.8 17.4 + 61.5 Number of employees at year-end full-time 10,058 10,546 + 4.9 Margin2) Tax ratio Cash flow from operating activity 1) Adjusted operating income is derived from the operating income. The following expenses and income have been 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, in particular, currency effects resulting from the reporting date valuation. 2) Adjusted operating income in relation to sales. >> To the GfK Mobi homepage IV GfK GROUP Annual Report 2010 Digital. THIS WORD FROM THE WORLD OF TECHNOLOGY HAS BECOME A SYNONYM FOR HOW WE COMMUNICATE AND INTERACT WITH ONE ANOTHER. HOW WE WORK, PLAY, WATCH MOVIES, LISTEN TO MUSIC OR TAKE PHOTOGRAPHS. AND HOW WE LIVE. DIGITAL HAS BECOME A WAY OF LIFE. forward > > GfK_1 2010 at a glance GfK GROUP 2010 at a glance 03 01 05 02 01 04 2010 at a glance 01 / January 04 / April GfK Fernsehforschung marks 25 years of recording German tv audience ratings. The company’s first panel data shows the tv viewing figures for January 1, 1985. The British company GfK Kynetec is the only organization worldwide that maintains a global database covering the entire market for crop protection products. In addition to data on agricultural pesticides, it now also provides information on plant protection products that are not used in farming. Dr. Silvestre Bertolini, Managing Director of GfK Retail and Technology Italia, is elected President of the Italian market research association assirm for the second time. GfK TechTest is applied for the first time in the uk. Clients can use this tool to test a product idea or a new model of a product prior to market launch and compare it with similar products. 02 / February The Supervisory Board of GfK se extends the contract of Management Board member Debbie Pruent by five years. The new contract is effective as of January 1, 2011 and will run until December 31, 2015. GfK Retail and Technology uk surveys mobile phone sales in Ireland for the first time. The GfK Mobile Tracker now supplies information on the mobile phone market in a total of 75 countries worldwide. GfK Panel Services Germany equips the members of its GfK Media Efficiency Panel with modified mobile phones that record their tv advertising exposure via sound recognition. The GfK Media Efficiency Panel enables detailed analysis of the effects of cross-media advertising campaigns on the actual purchase behavior of consumers. The us-based company GfK Mediamark Research & Intelligence (GfK mri) launches a pilot study on digital reading formats. From April to November 2010, this study tests how magazine readers can be questioned most effectively about their use of digital formats. 05 / May 03 / March GfK acquires a 40 % stake in German companies SirValUse Consulting and nurago. SirValUse is Europe’s largest consultancy company in the field of user experience and usability, while nurago is one of the leading providers of technologies for digital brand, media and usability research. The Heinrich A. Litzenroth Memorial Health Center in Kalmunai, Sri Lanka, which was built with funds raised by GfK, is officially inaugurated. GfK Middle East, which is based in the United Arab Emirates, becomes the first market research organization to establish an independent subsidiary in Saudi Arabia. GfK Panel Services Germany launches GfK Web Value, a new instrument for measuring online usage that clients can use independently offline. It is based on the findings of the German Media Efficiency Panel, which records the online surfing behavior of more than 32,000 people. In India, GfK increases its stake in subsidiary GfK Mode, part of the Custom Research sector, from 51 % to 100 %. With branches in 15 Indian cities and an office in Bangladesh, the company is particularly active in the areas of consumer and social research. The Indian government commissions Indian GfK subsidiary GfK Mode to conduct a health survey covering the entire country for the next three years (Annual Health Survey). GfK Retail and Technology East Africa opens its first subsidiary in Kenya. orf and most private Austrian radio stations extend their contracts with GfK Austria for the recording of radio audience figures in Austria until 2013. Coca-Cola North America names GfK Custom Research North America “Research Partner of the Year”, honoring the outstanding achievements of the GfK subsidiary in the previous year. 2_GfK < < back 2010 at a glance GfK GROUP 08 10 06 11 09 06 / June 09 / September As part of a new joint project with the Mobile Entertainment Forum (mef), an international trade organization operating in the field of mobile media, GfK Asia provides information on mobile entertainment. The GfK Mobile Content Industry Report contains download data on ringtones, music, images, videos and games for mobile phones. Dr. Gerhard Hausruckinger joins the GfK se Management Board, with responsibility for the Retail and Technology sector. He manages the sector’s business together with Dr. Gérard Hermet until December 31, when the latter retires. Following GfK’s acquisition of the remaining 25 % stake in GfK Kynetec, which focuses on global market research in the areas of animal health, biotechnology and pesticides, the company is now 100 %-owned by the GfK Group. Manager Magazin names the GfK Annual Report the best in the sdax category in the “Best Annual Reports” competition. The specialist magazine Inside Research names GfK mri the best us provider of syndicated market research for the third time. GfK TechTest is launched on the market in the usa and Germany. 10 / October GfK Panel Services Benelux sets up a GfK Media Efficiency Panel. The GfK Group celebrates the 20th anniversary of its presence in Central and Eastern Europe. 07 / July French ad hoc specialists GfK isl and GfK Custom Research France complete a merger. The new company, which now operates under the name “GfK isl Custom Research France”, is one of the largest market research organizations in France. Portuguese GfK subsidiary intercampus, an expert on cati, capi and Paper & Pencil surveys, celebrates its 20th anniversary. The Central Statistical Bureau of Latvia commissions GfK Custom Research Baltic to carry out the census in 2011. Mike Cooke, Global Director of Online Development at GfK nop in the uk, and Bruno Colin, Global Managing Director of Technology & Operations at GfK isl Custom Research France, are elected to the Management Board of the global market research association esomar. As of January 2011, Mike Cooke is appointed Vice President of the ten-member esomar Council. 08 / August The GfK Business and Technology department of GfK Custom Research North America opens a branch in San Francisco. 11 / November GfK Custom Research North America acquires interscope, a us-based company specializing in brand positioning in the retail sector. GfK Retail and Technology Germany celebrates its 40th anniversary. Flemish public transport operator De Lijn extends its contract with Belgian company GfK Significant, which has been recording how satisfied users are with public transport in Belgium since 2006, by a further five years. 12 / December Launch of GfK’s new brand positioning. forward > > GfK_3 Report by the Supervisory Board GfK GROUP REPORT BY THE SUPERVISORY BOARD Dr. Arno Mahlert, Chairman of the Supervisory Board of GfK se 4_GfK < < back Report by the Supervisory Board GfK GROUP D E AR S HAREH O LD ERS , In 2010, GfK was able to successfully overcome the effects of the global financial and economic crisis and to sustain the continuous growth achieved up to 2008. The fundamental basis of this success was the prompt introduction of a cost management program, clear rationalization measures, continued and uninterrupted efforts to maintain the consistently high quality of our products and services and an intensified focus on the needs and wishes of our customers. On behalf of the Supervisory Board, I should like to express my sincere thanks to all those involved, our employees, our employee representatives and the Management Board for the strength of their commitment and their hard work. Thanks and recognition are also due to the clients and business associates of the GfK Group. In the year under review, the Supervisory Board continued to discharge its obligations according to the law, the Articles of Association, the German Corporate Governance Code and the internal regulations of the company with due diligence. The Supervisory Board regularly advised the Management Board on management of the company and monitored its activities. The Supervisory Board was involved in every decision of essential importance to the company. The Management Board kept the Supervisory Board regularly and comprehensively informed of any developments relevant to its remit at the appropriate times in both written and oral form. The main issues related to the Group’s business development, its income and financial position, its personnel situation, business strategy, corporate planning, investment program, compliance and risk management. Between board meetings, the ceo of the Management Board and Chairman of the Supervisory Board together discussed every issue of importance to the company. — meetings of the supervisory board and its committees The Supervisory Board met in person seven times in 2010. At these sessions, the Management Board reports were exhaustively discussed, and the prospects for the Group’s growth were examined in detail and voted on accordingly. The main topics included the annual financial statements for 2009, business development in 2010, the budget for financial year 2011, discussions on the measures taken to ensure sustainable global growth and the adaptation measures introduced to strengthen the Group’s competitive position and increase its financial power. A focus of particular interest was the future development of the Group’s strategic positioning and its management organization, backed by support from a wellknown international consultancy. The project, which is not yet complete, was launched in autumn 2010 under the title: “Where to play and how to win”. forward > > GfK_5 Report by the Supervisory Board GfK GROUP Report by the Supervisory Board Another of the core issues was managing the challenges and business opportunities generated by the digital world. One of the major initiatives being advanced in this area is the GfK nis (Network Intelligence Solutions) project in the Retail and Technology sector, by which GfK is aiming to measure internet consumption using mobile terminals in the future. The Supervisory Board has been kept regularly informed of the project’s progress. In 2010, the Supervisory Board once again deliberated on the provisions of the German Corporate Governance Code and issued the declaration of compliance in accordance with Section 161 of the German Stock Corporation Act (AktG) on December 16, 2010. The company is in compliance with the mandatory provisions with the exception of five of the requirements, and complies with all of the regulations where compliance is on a voluntary basis. The discrepancies are detailed and explained in the Corporate Governance report on pages 25ff of the present Annual Report. At the end of the financial year, and with the support of a reputable personnel management consultancy, the Supervisory Board commissioned an efficiency audit, the results of which will be available in the first quarter of 2011. To ensure its own efficiency, the Supervisory Board is supported in its work by four committees: the Audit Committee, the Personnel Committee, the Presidial Committee and the Nominations Committee. The Supervisory Board was kept regularly and exhaustively informed of the work of the Committees. The Audit Committee met eight times in the reporting period (five personal meetings and three tele-conferences) to discuss the company’s business development, its income and financial position, and any planned investments. Additional focal points were issues of financing, questions pertaining to the accounting system and interim reporting, internal controlling, the internal audit, risk management and subjects relating to corporate governance and integrity. The Personnel Committee met six times (four personal meetings and two tele-conferences) and dealt intensively with ongoing development of the existing remuneration system and definition of targets for Management Board members in light of management board remuneration legislation. The details are indicated in the remuneration report on pages 21ff of the present Annual Report. The deliberations also centered on the selection of candidates to succeed the two Management Board members Dr. Gérard Hermet and Wilhelm R. Wessels. The Presidial Committee held three meetings in person as well as a series of tele-conferences. These were aimed at preparatory work for Supervisory Board meetings, in particular on the following issues: further development of corporate strategy and management organization, preparations for the efficiency audit, internet and it strategy, the 2011 budget and compliance issues. The Nominations Committee held two personal meetings and several tele-conferences concerned with the selection of candidates to succeed Stephan Gemkow and the tailoring of the Board to the requirements of the diversity regulations (diversity and balance in the composition of the Supervisory Board). 6_GfK < < back Report by the Supervisory Board GfK GROUP — annual and consolidated accounts The 2010 annual financial statements of GfK se, prepared by the Management Board in accordance with the regulations of the German Commercial Code (hgb) and the ifrs International Financial Reporting Standards, were audited and given unqualified approval by the auditor, kpmg ag. Every member of the Supervisory Board received the audited financial statements at the appropriate time. The Supervisory Board assured itself of the impartiality of the auditor and of the auditor’s personnel. The Audit Committee deliberated on the accounts documents and the audit report at its session of March 18, 2011 and the Supervisory Board gave these consideration at the plenary session held during its accounts meeting on March 22, 2011. The auditors of both the annual and consolidated accounts were present at both these 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 auditor’s report and, having examined the financial statements prepared by the Management Board, gave its approval to discharge the accounts. In light of the current and anticipated financial position of the Group, the Supervisory Board deliberated on the proposal for appropriation of the profits put forward by the Management Board and, having found it to be appropriate, gave its approval. — changes in the composition of the management board and supervisory board On September 1, 2010, the Supervisory Board appointed Dr. Gerhard Hausruckinger to the Management Board as successor to outgoing member Dr. Gérard Hermet. With the arrival of Dr. Hausruckinger, GfK is gaining a person of stature with international management experience and all the skills needed to further advance the development of the Retail and Technology sector. The Supervisory Board would like to thank Dr. Gérard Hermet for his successful efforts over a period of 26 years with GfK. His complete dedication and creative entrepreneurship, coupled with his tireless commitment to introducing new business ideas and innovations to Retail and Technology, have made this sector one of the jewels in the GfK crown. On his departure from the Management Board on January 1, 2011, Dr. Hermet will continue to be available to GfK in a consultative capacity. His remit will be mainly concerned with promoting the GfK nis project. In October 2010, Wilhelm R. Wessels advised the Chairman of the Supervisory Board of his decision not to seek an extension to his service contract, which expires at the end of September 2011. The Supervisory Board noted this decision with regret. In the year under review, the Supervisory Board had not yet made a decision concerning a possible successor. forward > > GfK_7 Report by the Supervisory Board GfK GROUP Report by the Supervisory Board In October 2010, Stephan Gemkow advised the Chairman of the Supervisory Board that the new provisions of the German Corporate Governance Code (which may restrict the number of Supervisory Board appointments held by Management Board members, if, in future, consolidated mandates are taken into consideration) were likely to compel him to resign his position on the Supervisory Board of GfK with effect from the date of the 2011 Annual General Meeting. The Supervisory Board noted this with much regret. An appropriate successor is still being sought. In February 2011, Professor Dr. Klaus L. Wübbenhorst informed the Supervisory Board that, for personal reasons, he will not be extending his current service contract, which will expire at the end of July 2012. The Supervisory Board regrets but respects Professor Wübbenhorst’s decision, and has thanked him for announcing this at an early stage. In Professor Wübbenhorst’s 20 years on the Management Board, GfK has developed from a company primarily focused on Germany to a world-class, international stock exchange-listed corporation. Some milestones in the development of the company under his regime were the restructuring of GfK in 1992, the stock exchange launch in 1999, the successful acquisition of nop World in 2005 and the transformation of GfK ag into GfK se in 2008. — outlook Over the years, GfK has gained a superb competitive position in attractive growth markets. The Supervisory Board is of the conviction that the company is well prepared from both a financial and personnel perspective to successfully meet the challenges and opportunities which lie ahead in 2011. This applies, in particular, to the new business opportunities presented to the company by increasing market digitization. Nuremberg, March 22, 2011 Dr. Arno Mahlert 8_GfK < < back The Supervisory Board GfK GROUP THE SUPERVISORY BOARD Dr. Arno Mahlert Sandra Hofstetter Audit Committee Chairman of the Supervisory Board Since May 26, 2010 Stephan Gemkow, Non-Executive Director Independent Works’ Council Representative of GfK se, Nuremberg (Chairman since May 19, 2010) Dr. Christoph Achenbach, (Chairman up to May 19, 2010) Stefan Pfander Stefan Pfander Deputy Chairman of the Supervisory Board Management Consultant Stephan Lindeman Dieter Wilbois Research Director at Intomart GfK b.v., Hilversum, Netherlands Personnel Committee Dr. Wolfgang C. Berndt (Chairman) Dr. Arno Mahlert Dr. Christoph Achenbach Managing Director and Management Consultant Shani Orchard Human Resources and Facilities Director Shani Orchard Hauke Stars at GfK Retail and Technology uk Ltd, West Byfl eet, Surrey, uk Presidial Committee Dr. Wolfgang C. Berndt Non-Executive Director Dr. Arno Mahlert (Chairman) Hauke Stars General Manager of Hewlett-Packard Schweiz GmbH, Dübendorf, Switzerland Dr. Wolfgang C. Berndt (since May 19, 2010) Stefan Pfander Hauke Stars Dieter Wilbois Stephan Gemkow Member of the Management Board of Deutsche Lufthansa ag, Cologne Dieter Wilbois Independent Works’ Council Representative of GfK se, Nuremberg Chairman of the Group Works’ Council and Nominations Committee Dr. Arno Mahlert (Chairman) Dr. Wolfgang C. Berndt Stefan Pfander the European se Works‘ Council forward > > GfK_9 Letter to the Shareholders GfK GROUP LETTER TO The SHAREHOLDERS Professor Dr. Klaus L. Wübbenhorst, Chief Executive Officer of GfK se 10_GfK < < back Letter to the Shareholders GfK GROUP The title of our 2009 Annual Report was “Courage”. And our courage in dealing with the crisis has certainly paid off: from worry lines to laughter lines, and from being underworked to working overtime. More optimistic and relaxed describes the mood at the start of 2011. The uncertainties and doubts which marked the beginning of 2010 clearly receded during the course of the year, and ultimately, 2010 turned out to be an outstanding year for us. For the year just begun, there is every reason to believe that we will continue to enjoy positive development. — 2010 review How did we manage to achieve this resounding success to record the best ever sales and result in the history of the company? I believe there are five reasons: First: the global recovery Our clients are once again doing better. After our industry registered negative growth in 2009 in the first ever decline recorded by our professional association, esomar, the consumer research market is again ripe for sustainable growth. This gives us the advantage of a tail wind to speed our progress, and no head wind to battle against. Second: globalization A consistent focus on the emerging economies – acquisition coupled with organic growth – has proved to be an engine of growth. We have increased our sales in Central and Eastern Europe by 25.2 %, in Latin America by 37.1 % and in Asia and the Pacific by 22.5 %. With the exception of North America, sales in all our regions are also above their 2008 level. Third: the digital media We are mixing just the right cocktail of acquisitions and organic growth. The SirValUse and nurago experts are growth drivers who, together with their GfK colleagues, are developing promising and innovative products across our three sectors. This gives us the capability of combining our traditional strengths with new technologies. The unique GfK Media Efficiency Panel has its origins in our household panels. The GfK WebValue Index, GfK Online Buzz Miner and GfK Ceres are further examples of developments which have set benchmark standards. GfK Network Intelligence Solutions, or GfK nis for short, represents a revolutionary new dimension in market research, and at this juncture, I can do no better than to quote one of our major shareholders: “We are excited about the potential for the nis initiative.” forward > > GfK_11 Letter to the Shareholders GfK GROUP Letter to the Shareholders Fourth: our biss fitness and efficiency program Thirteen of our 30 or so programs are already complete. Efficiency gains and essential expenditure are running to schedule. The “moveIT” global it standardization program launched under the aegis of biss was virtually complete by the end of 2010. In addition to significant cost savings and quality improvements, “moveIT” has also proved to be an important preparatory trailblazer for our “Global Operations” project in the Custom Research sector. Fifth: Team GfK Of course, a good workflow at the GfK Group is also demanding and places a fair degree of stress on us all. Many GfK departments are currently working at the upper limits of what is reasonable over the longer term. My opinion on this is that more work is surely better than too little work, or indeed, none at all. However, having said this, constant overworking and permanent weekend work at the cost of private life is wrong. Our shared task is to find the right balance. Striking the right balance in the next chapter of his life is something I wish for our French colleague, Dr. Gérard Hermet, who left the company at the end of 2010. He represents many of the facets which distinguish GfK: growing globalization, entrepreneurship, innovative market research and lasting success. I should like to express my sincerest thanks to him for his 26 years of dedicated service to the GfK Group in so many different places, from Azerbaijan to Yemen. I am convinced that his successor, Dr. Gerhard Hausruckinger, will also be instrumental in the continuing success story that is GfK. The future plans of my Management Board colleague Wilhelm R. Wessels also herald a change: after 32 years with GfK, he has decided not to extend his current service contract and will be leaving the company at the end of September 2011. I would also like to thank Wilhelm Wessels wholeheartedly for his many years of service to GfK, but as he will continue to be involved in steering GfK’s course over the rest of this year, I will say goodbye properly at a later stage. — outlook for 2011 The GfK Group is valued for the fact that it always directs its activities along clear strategic lines. In 1995, this was “Fit for Going Public”. Five years later, the core strategic message was the “Triple Ten Initiative”, and since 2005, our strategy has concentrated on the central statements contained in our “5 Star Initiative”. We are now well into 2011 and the time has come to put our current strategy to the test. Quite apart from the fact that five years have gone by since it was formulated, the world is now turning so much faster: reason enough for the Management Board and Supervisory Board to initiate a new strategy project. Indeed, for the first time in many years, we resolved not to rely solely on our own deliberations, but to seek the support of external experts. 12_GfK < < back Letter to the Shareholders GfK GROUP The project which emerged from this goes by the name of: “Where to play and how to win?” The key questions are: • Where is there room for improvement in what we do? • Where are there potential opportunities for growth in the digital media and in which regions in particular? • How do we go about implementing the strategy? • What are the priorities, what are the challenges we must confront and what resources are needed? The project is intended to give us the possibility of becoming even more competitive from our current position of strength, at a time when the economy has recovered. I shall keep you informed of the results of the project at the appropriate time. However, at this point, I should like to inform you of a personal decision, which, after 20 years with GfK and 13 of them as ceo, has not been an easy one for me to make. Our superb result for 2010 and the fact that I celebrated my 55th birthday in February mean that this is a good time for a change of management at GfK in the medium term, and for me personally, it is a welcome opportunity to seek fresh challenges in pastures new. It is for these reasons that I have decided not to renew my service contract beyond July 2012, when it expires. But I can promise you that until then and indeed, up to the appointment of my successor, I shall continue as before, with all my energy and total commitment to GfK. And I would certainly like to accompany GfK for a little longer on its way into the future. I have addressed an important focus of our vision for the coming years in the Annual Report under the theme “Digital”. The development of our digital society is both incalculably vast and dizzyingly fast. Computers and internet use are changing society, the media, consumer behavior and communications. Who are the users behind the hits? How do social networks influence brand image and buying behavior? What are the effects on society of the “anywhere – anytime” culture of digital mobilization? It would be presumptuous to promise that we have all the right answers to these questions. However, in 2011 we are once again passionately committed to working with our clients in the search for the right questions and the appropriate answers. Sincerely yours, Prof. Dr. Klaus L. Wübbenhorst forward > > GfK_13 The Management Board GfK GROUP The MANAGEMENT BOARD Digitally connected: (from left to right) Debra A. Pruent, Dr. Gerhard Hausruckinger, Pamela Knapp, Professor Dr. Klaus L. Wübbenhorst, Wilhelm R. Wessels, Petra Heinlein, Dr. Gérard Hermet 14_GfK < < back forward > > GfK_15 GfK GROUP The Management Board The Management Board GfK GROUP CVs of Management Board Members Professor Dr. Klaus L. Wübbenhorst Pamela Knapp born 1956 born 1958 Chief Executive Officer (ceo), responsible for Chief Financial Officer (cfo), responsible for Strategy, Internal Audit, Marketing Sciences, Financial Services, Human Resources and Corporate Communications and it Services Central Services — — professional career professional career Since 1998 Spokesman and, since 1999, ceo Since November 2009 Member of the Management of GfK se, Nuremberg, appointed until 2012 Board of GfK se, appointed until 2012 2005 – February 2010 President of the Chamber 2004 – 2009 Member of the Group Executive of Industry and Commerce for Middle Franconia Management and cfo of the Power Transmission & in Nuremberg, Honorary President since 2010 Distribution Group at Siemens 1992 – 1997 Member of the Management Board 2000 – 2004 Head of Corporate Development of GfK ag, Nuremberg, responsible for Finances, Executives Department of the Siemens Group 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; most recently Managing Director of Druck- und Verlagsanstalt Wiener Verlag, Himberg near Vienna — 1998 – 2000 Member of the Management Board and cfo of Siemens s.a, Belgium and Luxembourg 1994 – 1997 Head of Maintenance & Services of Mass Transit Vehicles of the Transportation Systems Group of Siemens 1992 – 1994 Head of Strategic Projects in the Transportation Systems Group of Siemens 1991 – 1992 m&a Consultant at Fuchs Consult GmbH education 1987 – 1991 m&a Consultant at Deutsche Bank 2005 Awarded the title of Honorary Professor Morgan Grenfell GmbH by Friedrich-Alexander University in Erlangen-Nuremberg — education 1984 Doctorate from the Technische Hochschule Darmstadt 1981 Graduated in Business Administration from the University/Gesamthochschule Essen 16_GfK < < back 1987 Graduated in Economics from the Free University of Berlin The Management Board GfK GROUP Dr. Gerhard Hausruckinger Petra Heinlein Dr. Gérard Hermet born 1961 born 1958 born 1951 Responsible for the Retail and Technology sector Responsible for the Custom Research sector Responsible for the Retail and Technology sector — — — professional career professional career professional career Since September 2010 Member of the Management Since 2002 Member of the Management Board 1999 – December 2010 Member of the Management Board of GfK se, appointed until 2013 of GfK se, appointed until 2011 Board of GfK se 2008 – 2010 Chief Executive Officer (ceo) 2001 – 2001 Integration management on behalf 1988 – 2000 President of the French Marketing of Emnos GmbH, Munich of GfK ag Association afm 2006 – 2008 Managing Director of Retail segment 1992 – 2000 Managing Director of contest census 1988 – 1998 Managing Director of GfK Sofema, France and responsible for Management Consulting in the in Frankfurt Product sector at Accenture, Kronberg 1994 – 2005 Consultant at Roland Berger Strategy Consultants in the Retail and Consumer Goods sector, Partner as of 2000, based in London and Munich 1992 – 1994 Project Manager for Corporate Development at Karstadt ag, Essen — education 1984 – 1998 Managing Director of GfK France; most 1985 Joined GfK as Project Manager with GfK recently General Manager of GfK Marketing Services, Marktforschung France 1984 Research Assistant at the Arnold-Bergstraesser 1978 – 1984 Employed by Burke Marketing Research, Institute, Freiburg im Breisgau France — — education education 1984 Graduated in Political Science from the 1978 Doctorate from the University of Grenoble University of Bamberg 1992 Doctorate from the University of Regensburg 1975 mba from the French Business School (icn) 1988 Graduated in Business Administration from the University of Regensburg Debra A. Pruent Wilhelm R. Wessels born 1961 born 1952 Responsible for the Custom Research sector Responsible for the Custom Research and Media sectors — — professional career professional career Since 2008 Member of the Management Board Since 1996 Member of the Management Board of GfK se, appointed until 2015 of GfK se, appointed until 2011 2006 – 2007 Chief Operating Officer (coo) 1991 – 1996 Managing Director of GfK ag, of GfK Custom Research North America Gesundheitsforschung / i + g Gruppe Gesundheits- 2005 – 2006 President of GfK nop Products & Services, usa 1992 – 2005 Employed by us automotive industry market research company Allison-Fisher und Pharma-Marktforschung 1986 – 1996 Managing Director of gpi, Gesellschaft für Pharma-Informationssysteme, Nuremberg/ Frankfurt International, most recently ceo 1978 Joined GfK as Research Associate 1983 – 1992 Various management functions with — General Motors Corporation, usa education 1988 – 1990 Extraordinary Professor of Statistics 1977 Graduated in Business Administration from the at Oakland University, usa University of Saarbrücken — education 1986 Graduated in Applied Statistics from Oakland University, usa 1983 Graduated in Mathematics and Computer Science from Wayne State University, usa forward > > GfK_17 Corporate Governance GfK GROUP Corporate Governance The management of GfK is committed to increasing the value added of the company on a responsible, transparent and sustained basis. — declaration of compliance without material restrictions The Management Board and the Supervisory Board issued their declarations of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG) in conjunction with Art. 9 para. 1 c) (ii) of the European Company Statute Regulation (se Regulation) in December 2010. The declaration of compliance is on page 25. The company complies with all the recommendations under the German Corporate Governance Code (the “Code”), apart from the exemptions mentioned in the declaration of compliance. — management and control structure Pursuant to Art. 9 para. 1 c) (ii) of the se Regulation, GfK se is subject to the German Stock Corporation Act. It has a two-tier management and control structure. The Management Board consisted of six members until the end of August 2010 and seven from then until the end of year. Until the Annual General Meeting on May 19, 2010 GfK se had a Supervisory Board with nine members, which has been extended to ten since the amendment of the Articles of Association agreed at the Annual General Meeting on May 19, 2010. In the course of the change in the legal form of the company to a Societas Europaea (se), the Management Board and employee representatives agreed on regulations for the size and composition of the Supervisory Board of GfK se in an employee participation agreement. It was agreed that the Supervisory Board would be composed of ten members, of which four would be elected by the employees. For implementation of the employee participation agreement, it was decided at the Annual General Meeting on May 19, 2010 that the Articles of Association would be adapted accordingly in Article 9 (1), sentences 1 and 2. In accordance with the codes of procedure of the Supervisory Board, its representatives are independent. Alongside their activity for the GfK se Supervisory Board, the majority of the members also served on executive bodies or held senior positions in other companies during 2010. The Supervisory Board has formed four independent committees: the Presidial Committee, the Nominations Committee, the Personnel Committee and the Audit Committee. The Corporate Governance Code recommends that the Chairman of the Audit Committee should have particular expertise and experience in the application of accounting principles and internal financial controlling. The Audit Committee was chaired by Dr. Christoph Achenbach until the Annual General Meeting on May 19, 2010, and Stephan Gemkow has chaired this Committee since then. Mr Gemkow is a member of the Management Board of Deutsche Lufthansa ag and is responsible for the finance department at this company. 18_GfK < < back Corporate Governance GfK GROUP In 2010, 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 94 onwards. — transparency in communications With the aim of transparent communications, the company is pursuing its objective of providing the same information to all shareholders and interested members of the general public at the same time. All press releases and corporate communications are available via the website www.gfk.com. All publications, such as ad hoc reports, press releases, interim reports and annual reports, are also published in English. Speeches given by the ceo at the Annual General Meeting or with regard to quarterly results are recorded and available for a limited period via the GfK website. A financial calendar, which can also be viewed on the website, provides information on all important publication and event dates. Newsletters in both electronic and printed form report on the latest news from the Group. — targets for management and for the composition of the supervisory board The Management Board and the Supervisory Board form the dual management and control structure pursuant to Art. 39 of the se Regulation, and work closely together in the best interests of the company. This also includes ensuring diversity in terms of the way in which management positions are filled and the composition of the Supervisory Board, whilst taking into account the specific situation of the company. The GfK Group has always set great store by diversity when filling management positions, and this principle is practiced within the Group. One of the defining features of GfK is that the diversity of its business is reflected in the composition of its executive bodies. This applies to both the internationality of its managers and to their varied professional qualifications and experience. There is also a high ratio of women both within the Group and on the Management Board. Approximately half of GfK’s global workforce are women and three out of six seats on the Management Board of GfK se are occupied by women. To date, this is unique for a listed company in Germany. The members of the Supervisory Board who are shareholder representatives are appointed by the Annual General Meeting, although the Annual General Meeting is not bound by the nominations of the Supervisory Board. Employee representatives are appointed on the basis of the procedure stipulated in the employee participation agreement for the company. forward > > GfK_19 Corporate Governance GfK GROUP Corporate Governance The members of the Supervisory Board base their nominations on the requirements which are crucial for effective monitoring of the company. In terms of the staffing of the Supervisory Board, the Supervisory Board has therefore agreed the following goals for its composition in respect of Point 5.4.1 of the Corporate Governance Code: The Supervisory Board of GfK se shall be composed in such a way that qualified advising and supervision of the Management Board by the Supervisory Board is guaranteed with the aim of close cooperation between the executive bodies in the best interests of the company. The candidates recommended for election to the Supervisory Board shall, on the basis of their knowledge, abilities and professional experience, be able to perform the duties of a supervisory board member in an international corporation. Attention should be paid to their personality, integrity, commitment, professionalism and independence. The Supervisory Board shall be composed in such a way that its members together have the necessary knowledge, ability and professional experience to duly perform their tasks, especially in the following areas: finance, personnel, it, internet, market research, and any other management tasks. Given the company’s international orientation, it is important to ensure that the Supervisory Board has a sufficient number of members with many years’ international experience. When electing new members, the aim is to at least maintain the currently existing proportion of Supervisory Board members with an international background. The Supervisory Board shall have a sufficient number of independent members. Significant, nontemporary conflicts of interest, for example due to the holding of executive positions or performing of consultancy tasks for competitors of GfK se or as a result of a business or personal relationship with the company or its Management Board, should be avoided. In addition, the members of the Supervisory Board shall, as hitherto, have sufficient time to perform their tasks, so that they can be exercised with the required regularity and diligence. The Supervisory Board should also include no more than two former members of the Management Board. Overall, the aim should be to achieve a balanced mix between managers who are still active in other companies and individuals who are no longer working in management. A suitable mix of ages should also be ensured. When submitting its nominations, the Supervisory Board shall also ensure in particular that there is an appropriate proportion of women. When screening potential candidates to elect a new member or to fill a position on the Supervisory Board that becomes vacant, qualified women should be included in the selection process and given due consideration in the nominations. There are currently three women on the ten-member GfK se Supervisory Board and the aim is to maintain at least this number when electing new members to the Supervisory Board, provided that suitable candidates are available. The standard age limit stipulated by the Supervisory Board in the codes of procedure is taken into account. The Supervisory Board will explain its nominations and the preceding search process to the Annual General Meeting in detail. 20_GfK < < back Corporate Governance GfK GROUP — remuneration report Remuneration of the Management Board The remuneration of the members of the Management Board comprises four components: a fixed element; variable, short-term remuneration (short-term incentive – sti); variable, long-term remuneration (long-term incentive – lti); and the pension commitment. 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 components of the remuneration that are not performancerelated comprise element and the pension commitment. The performance-related remuneration consists of earnings which are dependent upon the attainment of predefined annual targets (sti) as well as predefined long-term targets (lti). In financial year 2009, the remuneration of the Management Board was reviewed by an independent external remuneration expert for compliance with the requirements of the Act on the Appropriateness of Management Board Compensation (Vorstag), which came into force on August 5, 2009. As a result, the Supervisory Board agreed a revised system of variable remuneration elements. Structure of variable remuneration elements The short-term variable remuneration (sti) is measured by the attainment of key financial indicators and non-financial targets. In order to ensure the continued profitable growth of the GfK Group, the first part of the sti is linked to the attainment of the key financial indicators of margin and sales growth, whereby the attainment of these targets is measured at Group and at sector level. When evaluating target attainment, the two key indicators are not analyzed independently of each other, but rather predefined combinations of the two key indicators are incentivised. Payment of the bonus elements resulting from the attainment of the financial targets is also linked to compliance with a debt limit defined by the Supervisory Board. In addition to the key financial indicators, the Supervisory Board defines non-financial targets which contribute to the company’s sustained development. The non-financial targets are partly the responsibility of the Management Board as a whole and partly the individual responsibility of its respective members. The non-financial targets for 2010 related to the subject areas of personnel and organizational development (in each case for the Management Board as a whole), compliance (for the ceo and cfo) and market position (for the coos). The maximum payout for elements of the variable short-term remuneration is 300 % of the target bonus, whereby amounts which exceed 200 % of the target bonus must be transferred to the variable long-term remuneration and are therefore linked to the long-term development of the company (“clawback”). The variable long-term remuneration comprises two components. The first part is linked to the roce (return on capital employed) trend over a period of four years. The bonus curve for this is derived from the wacc (weighted average cost of capital) and the roce performance of the best competitors. Payment takes place at the end of the term based on the average roce performance of the previous four years. forward > > GfK_21 Corporate Governance GfK GROUP Corporate Governance The second part of the long-term remuneration is invested in virtual shares. These shares are held for at least four years, whereby the impact of the dividends distributed to shareholders is reproduced besides the share price movement (tsr concept). After the holding period has expired, the virtual shares can be exercised within two further years. The countervalue of the virtual shares is paid out in cash. The maximum payout for both elements of the long-term remuneration is limited to 500 % of the target bonus. No discretionary powers are envisaged for the variable short-term or longterm remuneration when assessing target attainment. In accordance with the provisions of the International Financial Reporting Standards (ifrs), the expense for the Long-Term Incentive Plan (ltip) has to be spread over the term of four years up to payment of the respective tranche. A shorter time period for distribution of the expense is then set if it is certain that the contract will not be extended any further. This applied to the Management Board members Dr. Gérard Hermet and Wilhelm R. Wessels for 2010. Remuneration of the Management Board eur ’000 Long-Term Variable Total Fixed components components Incentive Plan remuneration Allocated to pension plan Pension plan as at December 31, 2010 Prof. Dr. Klaus L. Wübbenhorst (ceo) 598.4 737.5 159.3 1,495.2 552.2 5,812.1 Pamela Knapp 381.7 437.4 100.5 919.6 92.0 106.6 Dr. Gerhard Hausruckinger (from September 1, 2010) 123.8 236.4 0.0 360.2 30.4 30.4 Petra Heinlein 400.2 488.1 106.2 994.5 402.7 3,121.2 Dr. Gérard Hermet (until December 31, 2010) 415.5 660.9 531.2 1.607.6 662.1 4,462.1 Debra A. Pruent 438.3 460.4 100.5 999.2 573.5 1,610.1 Wilhelm R. Wessels 397.1 436.0 242.8 1,075.9 365.6 3,950.6 Remuneration 2010 2,755.0 3,456.7 1,240.5 7,452.2 2,678.5 19,093.1 Remuneration 2009 2,510.7 2,009.9 666.7 5,187.3 3,482.7 18,044.4 Structure of pension commitments In principle, the pension contracts for Management Board members are, with the exception of Management Board members Pamela Knapp and Dr. Gerhard Hausruckinger, uniformly structured as defined benefit plans. After a member has completed three years’ service 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, as 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 stipulated retirement age. After three years’ service as a member of the Management Board, the annual pension amounts to 30 % of the pensionable income. 22_GfK < < back Corporate Governance GfK GROUP This increases by three percentage points for each additional full year of service. The retirement pension is limited to 60 % of pensionable income. It is granted on leaving the company upon reaching 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; 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 when 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 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, it is increased annually by two percentage points. The company can grant higher adjustments if the consumer price index shows a higher increase in prices. Pamela Knapp and Dr. Gerhard Hausruckinger, members of the Management Board who have been employed by the company since November 2009, as well as all members of the Management Board who are employed by the company in the future, shall receive retirement benefits in the form of defined contribution plans instead of defined benefit plans. Entitlement to contributions shall be accrued upon joining the company. The sum of the benefit shall be based upon the contributions paid. In addition, under the contribution-based system, entitlement to disability pension and widows’/widowers’ and orphans’ pension payments shall accrue upon commencement of the employment contract, wherein in the event of entitlement to the benefit prior to the completion of three years’ service, it shall be assumed that the beneficiary has already served as a member of the Management Board for three full years. Three members of the Management Board made share transactions subject to mandatory reporting requirements involving a total of 263,332 shares in the 2010 financial year. As at December 31, 2010, the Management Board held a total of 154,287 shares and 119,998 options for GfK shares. No loans or advances were issued to members of the Management Board. 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 13.7 million for pension obligations to former Management Board members, their dependents and Managing Directors. forward > > GfK_23 Corporate Governance GfK GROUP Corporate Governance Remuneration of the Supervisory Board The remuneration of the Supervisory Board is defined in the Articles of Association of GfK se. It is based on the tasks and responsibility of the members of the Supervisory Board. Article 16 of the Articles of Association of GfK se sets out the remuneration of the members of the Supervisory Board as follows: 1. In addition to expenses, members of the Supervisory Board shall receive a fixed remuneration of eur 12,000.00, payable at the end of the financial year. 2. A sum of eur 1,000.00 shall be granted for attendance at a Supervisory Board meeting. Remuneration shall be paid for attendance at a maximum of six Supervisory Board meetings. 3. The Chairman of the Supervisory Board shall receive two and a half times the amount of the sums stipulated in Points 1 and 2. The Deputy Chairman shall receive one and a half times the amount. 4. The remuneration shall increase by eur 10,000.00 for membership of a committee, and by eur 20,000.00 for the chairing of a committee. Committee remuneration shall be calculated exclusively on the basis of the respective function on the relevant committee (simple membership or chair), whichever receives the highest remuneration. 5. The company shall compensate every Supervisory Board member for any vat applying to their remuneration and the reimbursement of expenses. 6. Supervisory Board members who have only held their position for part of the financial year shall be compensated on a pro rata basis. Remuneration of the Supervisory Board eur ’000 2010 Dr. Arno Mahlert (Chairman) 95.0 Stefan Pfander (Deputy Chairman) 57.0 Dr. Christoph Achenbach 38.0 Dr. Wolfgang C. Berndt 58.0 Stephan Gemkow 37.0 Sandra Hofstetter (since May 26, 2010) 10.2 Stephan Lindeman 18.0 Shani Orchard 28.0 Hauke Stars 37.0 Dieter Wilbois 38.0 Total 2010 416.2 Total 2009 370.3 As at December 31, 2010, the Supervisory Board held a total of 3,762 shares. Members of the Supervisory Board held no share options. Details of individual transactions by members of the Supervisory Board and the Management Board were published on the website in accordance with the German Corporate Governance Code. The remuneration report forms part of the consolidated financial statements and the Group Management Report. 24_GfK < < back Corporate Governance GfK GROUP — declaration of the management board and supervisory board pursuant to section 161 of the german stock corporation act (aktg) in conjunction with art. 9 para. 1 c) (ii) of the se regulation Pursuant to Section 161 of the German Stock Corporation Act (AktG) in conjunction with Art. 9 para. 1 c) (ii) of the European Company Statute Regulation (se Regulation), the Management and Supervisory Boards of a listed se must declare each year the extent to which they have complied and will continue to comply with the recommendations of the Government Commission of the German Corporate Governance Code, published by the Germany Ministry of Justice in the official section of the online German 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 Code contains regulations, some of which are binding. In addition to outlining company law applicable to the se via Art. 9 para. 1 c) (ii) of the se Regulation, it also includes recommendations from which companies may deviate, although in this case, they are obliged to publish information on and substantiate such deviations every year. The Code also proposes suggestions, from which companies may deviate without the necessity for this to be disclosed. — declaration of compliance for 2010 The Management and Supervisory Boards of GfK se declare that they have complied with and will continue to comply with the recommendations of the Government Commission of the German Corporate Governance Code in the version of June 18, 2009 published by the German Ministry of Justice on August 5, 2009 in the official section of the online German Federal Gazette and the recommendations in the version of May 26, 2010 published on July 2, 2010. Only the following recommendations have not been and will not be applied. Unless otherwise specified, the cited recommendations form part of the Code, both in the version of June 18, 2009 and in the version of May 26, 2010: 1) Point 4.2.3 paragraph 4 Point 4.2.3 paragraph 4 of the Code provides that: “In concluding Management Board contracts, care shall be taken to ensure that the amount of any payments made to a Management Board member on premature termination of his/her contract without serious cause is limited.” As part of the conversion to a Societas Europaea in February 2009, which is the legal successor of GfK ag and the contract party with respect to employment agreements with the Management Board members, contracts with members of the Management Board were not renegotiated nor have new contracts been signed. At the date of conversion existing contracts with Management Board members do not provide for a limitation for severance payments (severance payment cap) in the event of their contracts being terminated prematurely not for cause, however the longest term of these contracts expires by mid 2012. This recommendation has been and will be complied with when new contracts are signed with Management Board members, since the date of conversion into an se. 2) Point 5.2 paragraph 2 clause 1 Point 5.2 paragraph 2 clause 1 of the Code provides that: “The Chairman of the Supervisory Board shall also chair the committees that handle contracts with members of the Management Board and prepare the Supervisory Board meetings.” forward > > GfK_25 Corporate Governance GfK GROUP Corporate Governance The Personnel Committee is not chaired by the Chairman of the Supervisory Board but by the Supervisory Board member Dr. Berndt, who is suitably qualified to hold this office due to his many years’ experience in the field of human resources. 3) Point 5.4.5 (as last amended on May 26, 2010) Point 5.4.5 of the Code regulates the recommended number of Supervisory Board mandates: “Every member of the Supervisory Board must take care that he/she has sufficient time to perform his/her mandate. Members of the Management Board of a listed company shall not accept more than a total of three Supervisory Board mandates in non-group listed companies or in supervisory bodies of companies with similar requirements.” The Supervisory Board member Mr Gemkow performs mandates in other Supervisory Boards and other comparable supervisory bodies. Most of his mandates are group positions within the Lufthansa Group. He is also a member in supervisory bodies of three additional commercial enterprises which are not part of the Lufthansa Group, which we believe may pose similar requirements as Supervisory Board mandates of listed companies. Mr Gemkow nevertheless allocates sufficient time to perform his mandates as a member of the GfK se Supervisory Board. 4) Point 5.4.6 paragraph 2 Point 5.4.6 paragraph 2 of the Code regulates the performance-linked and long-term remuneration components of Supervisory Board members It is the opinion of GfK se that linking the remuneration of the Supervisory Board directly to the performance of the company or its profits could lead to a conflict of interests and might prejudice the impartial and objective monitoring and advising of the Management Board. For the purposes of ensuring that the Supervisory Board’s independence is not affected by the achievement of short-term profits, the performance-related component of the annual remuneration has therefore been terminated in accordance with the resolution of the Annual General Meeting on May 20, 2009. 5) Point 7.1.4 Point 7.1.4 of the Code regulates the publication of information concerning other companies Every year, GfK se publishes a list of participations which gives information on all affiliated and associated companies and other major participations. The information includes equity stake, shareholder equity and financial year data. Information beyond this level concerning the last financial year’s results of companies in which GfK se holds a not insignificant stake is not made available. Transparency at individual company level may prove a competitive disadvantage to GfK se. — Compliance Officer: Roland Fürst Tel. + 49 911 395-2527 Fax + 49 911 395-4101 roland.fuerst@gfk.com http://www.gfk.com/group/investor/corporate_guidelines/corporate_governance/index.en.html 26_GfK < < back GfK Shares GfK GROUP G f K shares — stock exchanges playing catch-up The incipient recovery in the global economy following the financial and economic crisis and stabilization in the capital markets accelerated in the past year. While stock markets were still adversely affected by the debt crisis and the associated currency risks in the first half of 2010, the central banks’ expansionary money market policy, the sharp improvement in companies’ figures and strong domestic demand in both industrialized and emerging countries caused rising prices in the second half of 2010. The leading German index, the dax, ranked among the global winners with the greatest capital growth, gaining 16 % over the year. Only the New York-based nasdaq composite did better, rising 18 %. The year’s losers included the Euro Stoxx 50: the leading European index closed the year 5 % down. Its performance was impaired, in particular, by the pigs (Portugal, Ireland, Greece and Spain). Second-tier stocks performed even more strongly than the blue chips in the dax. Over the year as a whole, the mdax posted growth of 35 %, while the sdax grew by 46 %. Analysts and fund managers rate the excellent performance of small and mid-caps as evidence of the export strength of the German economy, which benefited, most notably, from strong demand from emerging markets in the past year. GfK share price performance compared with the indices in full year 20101) 38 36 34 32 30 28 26 24 22 20 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 1) All values are indexed to the GfK share price, closing prices, in EUR GfK dax 30 Performance sdax Performance Dow Jones Euro Stoxx Media — g f k shares consolidate their position at over eur 30 GfK shares trended upwards from the beginning of the year. The improvement in the economic situation, which was reflected quarter by quarter in the GfK Group’s order book and income development, led to considerable interest among buyers and consequently to a marked rise in the share price. Having started the year at eur 24.40, GfK shares closed the year at eur 37.60, which represents a gain of 54 %. The breaking of the eur 30 barrier, which was regarded as the resistance level from April 2010 onwards, led to continuous follow-up purchases from the end of August. GfK shares reached their annual high of eur 38.30 on the final trading day. forward > > GfK_27 GfK GROUP GfK Shares GfK Shares Compared with the dax, sdax and Dow Jones euro stoxx media, GfK shares expanded their lead still further in the period under review, and also performed better than competitors wpp (+ 30 %) and Aegis (+ 18 %), both uk companies. Only the shares of the French market research company Ipsos outperformed GfK shares, gaining 68 %. Highest and lowest value of GfK shares in full year 2010 (in eur) 40 38.30 38 36 34 32.50 32 32.68 32.79 31.82 30 28 29.40 28.80 29.80 29.44 29.66 29.96 30.00 Sept Oct Nov 28.00 26.55 24 30.00 28.27 26.90 26 22 29.50 25.55 25.17 Feb Mar 26.87 26.91 Jun Jul 25.26 23.80 20 Jan Highest and lowest share price Apr May Aug Dec Monthly closing price — over four million shares traded A glance at the trading volume shows that in the main, foreign institutional investors from the usa, the uk and France in particular accounted for the most active interest in GfK shares. In total, over 90 % of trading occurred through funds, which do not pursue speculative investment strategies (non-hedge funds). In the year as a whole, a total of some 4.2 million GfK shares were traded. The average number of GfK shares traded per day on xetra alone was 15,897; this does not include off-floor trading of large blocks via the otc market. The exercising of options over the year as a whole resulted in the creation of 326,727 new GfK shares. At the end of the year, the share capital of GfK se amounted to eur 151,156,968.76, with 36,274,090 shares eligible for dividend payments. 28_GfK < < back GfK Shares GfK GROUP — g f k shares ranked no. 2 in the sdax GfK was unable to expand its position further among all small and mid-cap listed companies in Germany. According to the Deutsche Börse ranking, it reached No. 48 (previous year: 47) in terms of market capitalization in the dax 100, which includes all mdax and sdax companies. The measurement is based on the market capitalization of the free float. At GfK, this amounted to eur 534.11 million at the end of the last financial year, while the market value of GfK based on all shares amounted to eur 1,363.91 million. In terms of shares traded, GfK reached No. 76 (previous year: 72). A different picture emerges if the sdax is taken as the only reference: in terms of market capitalization, GfK improved from No. 4 in 2009 to No. 2 in 2010. As a result, its index weighting rose from 4.4 to 4.7. — institutional investors increase their holdings With a stake of 56.4 %, the GfK Association remains the major single shareholder in GfK se. The reduction in the stake of 0.7 % year-on-year is attributable to GfK managers exercising their options and the associated creation of 326,727 new GfK shares. The proportion of shares in free float is now around 43.6 % and is divided as follows: 0.5 % (previous year: 0.9 %) is in the hands of the Supervisory and Management Boards of GfK se, 18.9 % (previous year: 24.6 %) is held by private investors and 24.2 % (previous year: 17.5 %) by institutional investors. The proportion of private investors has therefore shifted in favor of institutional investors. At the end of the reporting year, the number of institutional investors was 62 (previous year: 60). A glance at the distribution at country level shows that around 45 % of the GfK shares in free float were in German hands, with one third held in the usa, followed by the uk and France. Shareholder structure of GfK se Shareholder structure (%) Breakdown of free float by country (%) UK 13.5 GfK Association 56.4 Free float 43.6 France 6.1 USA 31.5 Other countries 3.2 Management and Supervisory Boards of GfK se 1.0 Germany 43.5 (private investors)1) Germany 1.2 (institutional investors) 1) Private investors exclusively in Germany As at: 31.12.2010 forward > > GfK_29 GfK GROUP GfK Shares GfK Shares GfK share key data German Securities Code isin (International Securities Identification Number) GfK share price performance comparison 2010 From ipo to 31.12.20101) GfK se + 55.8 % + 144.0 % dax + 16.1 % + 30.5 % + 45.8 % + 78.5 % + 8.2 % – 32.8 % 587530 DE0005875306 Reuters GFK.DE sdax Bloomberg GFK GR Dow Jones Euro Stoxx Media Datastream D:GFKX First Call GFK.DE 1) 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) — interest from analysts remains high At the end of 2010, 14 banks were rating GfK shares. According to the German Association of Investor Relations (dirk), the coverage of sdax companies averages out at eight banks and this indicates that in the environment of small cap companies, GfK shares are rated by an aboveaverage number of banks. In mid-March 2010, the international bank hsbc resumed rating GfK in its coverage. At year-end 2010, ten analysts were recommending “buy” for GfK shares, with three analysts recommending “hold” and one analyst recommending “sell”. — substantial agreement at the annual general meeting At the ordinary Annual General Meeting of GfK se on May 19, 2010, the shareholders of GfK approved the resolutions proposed by the Supervisory and Management Boards by a majority of at least 89.7 %. Some 330 shareholders and shareholders’ representatives, representing around 85.0 % of all shares, participated in the Annual General Meeting. The agenda included the reappointment of all six shareholders’ representatives to the Supervisory Board. The shareholders also approved a resolution to distribute a dividend of eur 0.30 per no-par share for the financial year 2009. The agm also granted another mandate for the acquisition and use of GfK’s own shares. Previously, these mandates ran for a period of 18 months. The shareholders agreed to the proposal by the management to increase this period to the five years permitted by law. — proposed dividend of eur 0.48 per share At the agm taking place on May 26, 2011, the Supervisory and Management Boards of GfK se will be proposing a dividend pay-out amounting to eur 0.48 per no-par share for financial year 2010. This figure is in line with the dividend policy of recent years of achieving a pay-out ratio of approximately 20 %. In relation to the share price of eur 37.60 on December 30, 2010, this proposal corresponds to a dividend yield of 1.28 % and a total pay-out amounting to eur 17.4 million (previous year: eur 10.8 million). 30_GfK < < back GfK Shares GfK GROUP GfK share indicators in full year 2010 Unit 2009 2010 High eur 24.29 38.30 Low eur 13.67 23.80 Closing price eur 24.13 37.60 Number 21,745 15,897 Number 35,947,363 36,274,090 eur (million) 867.4 1,363.91 19 24 Average daily volume traded Number of no-par shares as at Dec 31 Stock market capitalization as at Dec 31 Ranking in sdax by sales by market capitalization Index weighting by market capitalization in sdax Dividend1) in % 4 2 4.4 4.7 eur 0.30 0.48 eur (million) 10.8 17.4 Earnings per share eur 1.42 1.99 Free cash flow per share eur 2.38 3.43 Total dividend1) 1) Applies to financial year 2010: proposal to the agm on May 26, 2011 — expanded dialog with the capital market In addition to the Accounts Press Conference and the agm in the year under review, GfK was present at 15 international investor conferences in Germany, the uk, France and the usa, two dvfa Analysts’ conferences in Germany, 14 road shows in Germany, the uk, France, Austria, Switzerland, Canada and the usa, one sales-force briefing, nine conference calls and around 390 one-to-one meetings with analysts and fund and sales managers. GfK also held its Capital Market Day for the third time in January 2010. A total of 34 international analysts and institutional investors took the opportunity of speaking to members of the GfK Management Board. GfK also heightened its profile in cooperation with associations for the protection of investors and stock market initiatives with a presence at ten share forums held throughout Germany and attended by private investors. It also gave a lecture at a university of business studies and economics. — excellence of investor relations At the awards ceremony for the German Investor Relations Prize 2010, which rates the best European financial market communication, GfK se improved its ranking significantly within the sdax companies, moving from No. 9 in 2009 to No. 2 in 2010. In the personal rankings, GfK’s Global Head of Corporate Communications ranked third, as he did last year. The awards were based on the comments of more than 800 fund managers and analysts from 19 European countries, who work for around 300 fund companies, banks, brokers and insurance companies. The assessments included criteria such as transparency and precision in reporting, reliability of forecasts and knowledge of the industry. The competition is arranged by Wirtschaftswoche, Thomson Reuters and the German Association of Investor Relations (dirk). forward > > GfK_31 QR codes Most mobile phones and smartphones have a camera and can also decipher QR codes with the appropriate software. We have included links in the form of QR codes in the Special section of the GfK report. These provide access to web content that is optimized for mobile internet browsers (for example provided by BlackBerry, iPhones or Nokia). If you do not have a QR reader installed on your mobile phone, you can use your phone to visit the website www.mobile-barcodes.com and download the necessary software for your mobile phone. This is how it works: 1 / Start the QR reader and point the camera towards the code 2 / Take a photograph of the code 3 / Confirm the link 4 / The website subsequently appears in the browser 32_GfK < < back GfK Special GfK SPECIAL: DIGITAL Digital forward > > GfK_33 GfK SPECIAL: DIGITAL SECTOR: Custom Research Online and cross-media advertising under the microscope: The G f K Media Efficiency Panel 34_GfK < < back GfK SPECIAL: DIGITAL GfK household panel The GfK Media Efficiency Panel developed by GfK Panel Services is enabling advertisers to discover the optimal media mix and base their advertising decisions on reliable data. This innovative panel has achieved considerable success at an impressive pace. How does online advertising interact with ad campaigns in traditional media such as tv, cinema and print? How high is the return on investment of a particular cross-media campaign? How much additional sales revenue is generated by adding certain media channels to the mix? What is the optimum level of exposure per week? What level of reach do the individual media channels achieve? Is the social media environment suited to a particular advertising message? Does exposure to a tv advertising campaign prompt an individual to visit a homepage? Participants: 30,000 households report on purchases of fast moving consumer goods 20,000 households report on purchases of durable consumer goods Today, in this age of the internet and a wide variety of “old” and “new” media, these are the kinds of questions that advertisers are asking – and the GfK Media Efficiency Panel has the answers. In addition, GfK Panel Services offers advertisers and marketers reliable data that allows the sales impact of their online campaigns to be analyzed in the cross-media environment. Industry experts have praised the panel as a globally unique single-source approach to the integrated monitoring of exposure to ad campaigns in different media and the purchase of fast moving consumer goods. In mid-2010, the former “Web Efficiency Panel” became the “GfK Media Efficiency Panel”. The name was changed to reflect the broader range of media being monitored: rather than simply observing the effects of online advertising alone, the panel now also focuses on the impact of web-based ad campaigns in conjunction with traditional tv commercials. — Precise measurement of online usage and purchasing behavior using a browser plug-in It is worth taking a closer look at the methodology on which this panel is based. In Germany, 30,000 households report regularly to GfK on their purchases of fast moving consumer goods and 20,000 households report on which durable consumer goods they buy. Both panels are representative of all private households in Germany. A selection of 15,000 households, representing private internet users, take part in the GfK Media Efficiency Panel. These samples allow relevant conclusions to be drawn regarding purchase behavior and media consumption. forward > > GfK_35 The GfK Media Efficiency Panel “With GfK’s Media Efficiency Panel, we can precisely determine the effect of different marketing tools. We are able to tell a company how it can increase reach by 3 %, 4 % or even 5 % within a particular target group, Before being selected, participants in the online households were asked in-depth questions about their media consumption habits. This provides reliable data showing the extent to which online users also access established mass media such as radio, tv, newspapers and magazines. In order to measure online usage and the effect of cross-media campaigns on online searches and purchases in a targeted way, a plug-in is installed in the web browser of participants with their agreement. This records the accessed websites, entries in search machines and product research conducted on the websites of manufacturers and online shops, as well as product searches and completed purchases, and transmits the data to the GfK server. for example. Or we might conclude that a company could potentially GfK SPECIAL: DIGITAL reduce its marketing expenditure by 10 % or more by optimizing its marketing and media mix. ” Dr. Stefan Tweraser, Country Director of Google Germany GmbH An important innovation in 2010 was the linking of data and findings from this web panel with electronic monitoring of exposure to tv advertising. For this purpose, GfK Panel Services equipped 5,500 households in the GfK Media Efficiency Panel with modified mobile phones that record exposure to tv advertising through sound recognition. Each individual activates the GfK-modified mobile phone when they are watching tv, and the device is able to recognize from the sound which advertisement is being viewed. The recorded data is then transmitted via the mobile network. Using extremely precise statistical transmission information provided by Thomson Media Control, GfK can then determine which tv program the panel participant was watching when he or she was exposed to a particular advertisement. It is therefore possible to ascertain precisely which advertising campaign a particular panel participant has viewed at what time. Exposure to advertising campaigns on Germany’s eleven largest ad-carrying tv stations, which account for over 90 % of tv advertising, is measured in this way. The aim of the Media Efficiency Panel is to analyze the sales impact of tv and online ad campaigns. — Investigating cross-media effects together with Google and Coca-Cola One example of this kind of analysis, which investigates the effect of cross-media ad campaigns, is a joint survey by GfK, Google and Coca-Cola. The starting point for this was the Coca-Cola Christmas campaign, which last year featured tv, radio and movie theater advertising spots, billboards and print ads, as well as online banners, video ads and Google advertising. The GfK Media Efficiency Panel was able to precisely record the exposure to these advertising messages and the actual purchase behavior of consumers. The findings of the survey clearly show that the effectiveness of advertising is considerably increased by the interplay of the different media. The combined impact of tv advertising and video ads shown on YouTube had the most positive impact on sales in the CocaCola Christmas campaign: among consumers who saw the advertising message on both tv and YouTube within the space of one week, the purchase rate increased by 97 %. According to Coca-Cola Germany, the findings show that online marketing can play an effective role in a media mix. Another particularly interesting feature of the survey is that it allowed cross-media monitoring to be carried out for the first time; this showed how the individual types of media interact and have an effect on sales in the short term. The 85 surveys that GfK has conducted with the GfK Media Efficiency Panel for numerous companies give a detailed picture of the effect of online advertising. It is clear that internet ad campaigns can be as successful as tv advertising and that they also increase the effectiveness of the latter. The great advantage for companies is that around 30 % of all online advertising exposure is exclusive and these users cannot be reached via the medium of tv. Online advertising does not necessarily appeal to new buyers, but tends to result in more intensive consumption. In order to be as effective as possible, ads should be stimulating and placed in a thematically appropriate setting. 36_GfK < < back Image 2 of 4 CLOSE Image 3 of 4 Image 4 of 4 GfK SPECIAL: DIGITAL CLOSE Image 1 of 4 CLOSE CLOSE forward > > GfK_37 The GfK Media Efficiency Panel has also shown that online advertising is as effective among the over-50s as it is with younger target groups – something that is not common knowledge. Nevertheless, companies should not advertise exclusively on the internet, because cross-media campaigns still record the greatest success. — Expansion to other industries: comprehensive analysis of banking products An important strategic goal achieved by GfK Panel Services in 2010 was expanding the GfK Media Efficiency Panel to include surveys and analysis of other industries and goods – for example, electronic goods and textiles, as well as services such as banking products. GfK SPECIAL: DIGITAL In another survey conducted in 2010 in close cooperation with Google and Deutsche Bank, GfK analyzed the importance of the internet in researching financial products. The results were impressive: over 60 % of internet users visit websites with a financial focus and 20 % enter finance-related search terms. The survey showed that the majority of German banking customers use online research to help them make their financial decisions. Subsequently, 11 % of internet users also use the internet to acquire the desired financial product online. However, for the majority of customers the “ropo effect” comes into play: research online, purchase offline. In total, 49 % of Deutsche Bank’s new business is obtained as a result of customers carrying out online research in one form or another. Coca-Cola Christmas campaign 97 % increase in purchase rate as a result of the interplay between tv spots and YouTube video ads Another finding of the survey was that search engines are the most influential independent information source. Google is used by just over a third of all customers who carry out online research prior to signing a contract – no other independent information source has a higher reach. Google users also research more intensively, visiting twice as many domains as other surfers. When they first start their online research, customers tend to focus on brands and banks that are already known to them: most users go directly to the websites of banks and other information sources with which they are already familiar. The majority of search entries also include brand names. Nevertheless, the survey found that customers also frequently conduct research that is not focused on familiar brands before making final product selections. — GfK WebValue records user structure and dwell time on internet offers The panel is principally focused on the interaction of online media with other media. But the data obtained via the browser plug-in also allows further analysis to be carried out. For example, in September 2010 GfK Panel Services conducted an investigation of dwell times and user preferences on the internet. They found that approximately two-thirds of the population now has online access. Individual surfers spend particularly lengthy periods on gaming websites and social networks. The eBay auction portal was visited by around 40 % of all German internet users in July 2010, and each spent an average of just over two hours on the site during the month, which corresponds to a total usage time of over 38 million hours in Germany. In terms of reach, eBay was therefore significantly ahead of other websites in July, while Facebook was in second place: total usage time was around 33 million hours and individual members of the 38_GfK < < back social network spent an average of almost three hours on the website in the month. The Google search engine ranked third, with a total of approximately 30 million hours; although the monthly average dwell time was just one hour, around three-quarters of all German internet surfers used Google’s services. GfK SPECIAL: DIGITAL "The right media mix is essential !" >> Google’s view of the Media Efficiency Panel These are just a few striking examples of the data recorded by GfK WebValue which is made available to GfK clients. The research identifies the reaches of more than 20,000 internet domains and enables detailed analysis of more than 3,000 internet domains on a monthly, quarterly and half-yearly basis. The major benefit is that precise profiles of the user structure can be identified for individual online offers: age, income, size of residence or the websites that the majority of users normally visit. This information is available at the click of a mouse, and allows comparison with competitor websites. — Outlook: what’s in store for 2011? As already mentioned, the strategic focus of GfK Panel Services is on expanding the GfK Media Efficiency Panel to include further industries and goods, and also on obtaining more precise measurements in other media. A test for the measurement of mobile internet usage will be conducted in 2011. There are also plans to rapidly develop the GfK Media Efficiency Panel into a panEuropean tool. It is already available in the uk and the Netherlands as well as in Germany, and expansion to include further countries is planned. The GfK Media Efficiency Panel proves once again that GfK has its finger on the pulse – and its clients are reaping the benefits. /. forward > > GfK_39 GfK SPECIAL: DIGITAL Dr. Stefan Tweraser, Google Germany GmbH, Country Director Germany interview (?) How does Google use the findings generated by the Media Efficiency Panel to optimize the media efficiency of advertisers? (!) Advertisers – and not only those included in our own product portfolio – often ask us about marketing strategies. They have confidence in us and regard Google as a “trusted advisor” who can provide them with valuable advice. The online sphere is still a relatively new environment for many entrepreneurs and managers. Rupert Murdoch hit the nail on the head when he said that they are “digital immigrants” who did not grow up with the internet. With GfK’s Media Efficiency Panel, we can precisely determine the effect of different marketing tools. Supported by hard facts, we are able to tell a company how it can increase reach by 3 %, 4 % or even 40_GfK < < back 5 % within a particular target group, for example. Or we might conclude that a company could potentially reduce its marketing expenditure by 10 % or more by optimizing its marketing and media mix. Our clients want to receive this advice and apply it beyond their search-related advertising, and the GfK Media Efficiency Panel allows us to provide this service. (?) One finding of the survey is that search engine marketing commonly generates the highest return on investment. Why do you think this is? And what support does Google provide to its clients in this area? (!) The perfect time to bring a consumer and a provider together is, of course, when a specific search term has been entered in the Google search engine. In this case, the accuracy of the advertisement reaching its target is 100 %. Costs are only incurred when First name Stefan Surname Dr. Tweraser Location Hamburg Favorite website www.google.de Favorite social media network YouTube GfK SPECIAL: DIGITAL Please enter some personal details: forward > > GfK_41 the user actually clicks on the ad and consequently accesses the advertiser’s website. Google’s AdWords is a unique product in the advertising world. GfK SPECIAL: DIGITAL We support our advertising clients in a variety of ways. First, with the GfK Media Efficiency Panel, we help them to determine the importance of online advertising in their media mix. Second, we are then able to ascertain the optimal proportion of search advertising within overall online advertising, which includes video and display ads. Third, we support clients in devising optimal strategies for this field, helping them to select keywords and optimize their own advertising activities – this is one of AdWords’ essential elements. (?) A study conducted by Google, Deutsche Bank and GfK found that many banking customers carry out extensive online research before signing a contract. What feedback have you received from the market about this and has Google drawn any conclusions for its own services? (!) It was certainly a very interesting study. Together with Deutsche Bank and GfK, we investigated the relationship between research and online or offline purchasing. Bank branches are still the most important sales channel for banking products and this will not be changing in the foreseeable future, because these are products for which customers require extensive consultation. However, 11 % of all banking products were purchased online in 2009 and the internet played a part in the research process for 60 % of all products. Banks should therefore not underestimate the support function of search engine marketing, as customers often turn to the internet to obtain information before they visit their high street branch. Banks must also become even more competent in their advisory services, because customers who go to the branch are already very well informed. In addition, individuals who have acquired information over the internet beforehand are prepared to spend more money than other customers. These findings are also reflected in the travel and mobile communications segments, where we have conducted similar surveys in collaboration with GfK. We have been able to draw two conclusions from these studies. On the one hand we are considering how we can strengthen the relationship between online and offline in the future. For example, in the usa we are currently experimenting with online coupons in order to optimize the transfer between the internet and stores. On the other hand, our advertising clients are facing the same task: how can they successfully attract someone who has been researching online to their particular store and avoid losing out to a competitor? This “ropo effect” – research online, purchase offline – will become increasingly important both for us and our clients in future. 42_GfK < < back "TV advertising and online searches go Hand in Hand."." (?) From Google’s point of view, why is the cross-media approach more effective than a single campaign on tv? (!) It is very rare for a company to concentrate exclusively on a tv campaign – and for good reason. The key factor is that there are now target groups which are barely reached through television or other traditional forms of media. For example, 14 to 29 yearolds frequently use the internet and watch very little television. In addition, target groups that are reached by tv are exposed to a vast array of advertising messages and advertising retention is correspondingly poor. In today’s world, nobody memorizes telephone numbers as they only have to look in their mobile phone contacts whenever they need a number. Google serves a similar function: an internet user may vaguely remember an ad and will google it. We have discovered that there is a strong correlation between traditional tv and print advertising on the one hand and a subsequent increase in search requests on the other. tv advertising and online research using search engines go hand in hand. The wide range of tv, print and online display advertising provides a strong stimulus, with which search engine advertising can then engage. (?) How important is YouTube for addressing these target groups or increasing a campaign’s reach? (!) YouTube is a real phenomenon. It is one of the fastest growing websites in the world, and this includes Germany. More than 35 hours of new content are uploaded to YouTube every single minute. This makes it an extremely attractive portal for internet users who are searching for the latest content. And of course, advertisers can also exploit the site’s function as a source of information and entertainment. Advertising messages transmitted via this channel perfectly complement other multimedia campaigns, particularly where the previously mentioned younger target group is concerned, as this group is rarely reached by tv advertising. (!) It perhaps makes sense to respond to the second question first. I always suggest that opponents should actually try using Street View. In all the investigations we have carried out, we have discovered that the level of criticism significantly declines once people have experienced the tool for themselves. Let’s assume you want to book a holiday and take a look on Google Maps. You see that there is a road between the hotel and the beach, but you do not know how heavy the road traffic will be. With Street View, you can see whether it is a small road with a zebra crossing, or a four-lane road that has a crash barrier in the middle. This tool allows internet users to picture an area very quickly, whether they are looking at a holiday destination or flat hunting. Street View is an ideal addition to Google Maps, and the use of Google Maps has increased by 20 % in every country where we have launched Street View. To return to the first part of your question: we don’t have a separate marketing strategy for Street View because it is simply part of Google Maps and enhances this service. And we already have a variety of advertising options for this tool. Small and medium sized companies in particular, but also large corporations with many subsidiaries or branches, benefit from the highly localized nature of advertising on Google Maps. (?) Online expenditure in Germany is still relatively low in comparison to the usa or the uk. Do you anticipate a change in this trend? (!) We are currently seeing extremely rapid growth in the entire field of online advertising, which includes search engine marketing. Although Germans in general and German companies are analytical and number-driven in their decision-making, they are initially cautious when it comes to exploring new strategies. However, an increasing number have now realized that the field of online advertising has proved its worth and are consequently strengthening the demand for such products. In Germany, we are proud to have some real trend drivers, including companies such as otto, which are generating more sales online than offline. Overall, I think we still have some major growth potential to exploit. the expansion of the panel, in order to make it more stable and improve the data quality. Secondly, we should aim to monitor other media more intensively, particularly those where consumption is currently still surveyed with questionnaires. Finally, we could begin to think about expanding the panel to include mobile internet usage, because this area will certainly be a significant marketing driver in the coming years. Of course it is highly complex to record mobile internet use in a household panel. One issue is the fact that there are often several mobile end devices being used in each household and potentially even more than one per person. GfK SPECIAL: DIGITAL (?) What key features define the advertising and marketing concept of Google Street View? How do you respond to critics of this tool? (?) What digital trends do you predict for the next three years and how is Google preparing for these? (!) The “search” segment will not only become more important in future, but will also continue to be extremely active. We currently register more than one billion searches per day and this area is very dynamic. We know that approximately every 90 days, a third of all Google search requests are new searches. In addition, search terms comprising three, four or more words are becoming more common than one-word searches. Social networking is also booming at present, and many of our products such as Google Mail and YouTube include social features. People want to communicate with each other and the social aspect will therefore experience high growth rates over the next few years. We have to find the right balance between communication and advertising in collaboration with our clients – and this balance must also be accepted by users. A further area is online videos, which will complement tv and possibly even replace it in some fields. Accordingly, companies will need to develop advertising strategies for this medium. The final point I would like to make is about mobile internet use. This segment is recording more rapid and dynamic growth than stationary internet usage ever did. In fact, internet use has jumped straight to mobile in some regions of the world, with broadband internet being entirely omitted. Regardless of whether that intermediate step is taken, mobile internet will become a key area of concentration for us in the next few years. /. (?) How can GfK use the GfK Media Efficiency Panel, for example to help make online advertising generally more transparent and strategic in future? (!) In my opinion, the GfK Media Efficiency Panel is a major step forwards. There are possibly three areas where we can work together to make the tool even better. The first relates to >> Dr. Stefan Tweraser: “Why is cross-media so effective?” forward > > GfK_43 GfK SPECIAL: DIGITAL SECTOR: Media tv sets on-demand tv recorded tv on pvr radio via tv games consoles dvd s radio emails video clips recorded tv on dvd/vhs instant messaging social networks tv/movies on demand or live live/on-demand radio games online streamed music phone calls/video calls movies/videos/dvd s on computer audio files on computer other forms of computer use music on mobile phone books radio on mobile phone video clips via mobile phone podcasts streamed music via mobile phone magazines handheld devices: audio files handheld devices: radio The 45 media activities computer games text messages/sms phone calls on mobile phone email via mobile phone social networks on mobile phone portable devices: computer games < < back landline telephone calls movies/videos on mobile phone instant messaging 44_GfK internet usage handheld devices: movies internet via mobile phone live radio via mobile phone newspapers handheld devices: dvd s handheld devices: video clips GfK SPECIAL: DIGITAL Digital day SURVEY: Digital Day Our day-to-day life is governed by the media. We are exposed to media influences from the minute we wake up to the minute we go to bed. GfK nop Media has now produced a study for Ofcom, the independent British regulatory authority for the media industry, investigating the influence that digital media have on the British population and how consumers use different media during the day. It is, to date, the most detailed study of its kind. 45 different media activities Ah, the good old days, when each household had a radio as large as a tea chest. Some also had a tv, which was just as large and heavy but only showed a few programs in black and white. And a number of trendsetters even had a telephone, which was usually fixed to the wall and enabled conversations to be held with people out there in the big wide world. The amount of available media was limited. Then came the gramophone record, offering an alternative to the radio, and allowing music to be freely chosen depending on the occasion. A great deal has changed since then. were analyzed by GfK nop Media In 1967, Canadian communications theorist Herbert Marshall McLuhan published a bestselling book. The final title was actually the product of a typesetter’s mistake: originally the book was to have been called “The Medium is the Message” but it came back from the typesetter as “The Medium is the Massage”. McLuhan is reported to have exclaimed: “Leave it alone! It’s great, and right on target!” Fast-forwarding to 2010, it appears that the professor’s little joke was actually quite prescient. GfK nop Media had to analyze 45 types of media usage in order to investigate the “digital day” of the British population. Guy Holcroft, Research Director at GfK nop Media, described the challenge of the “Digital Day” survey as follows: “It is the most exceptional project I have ever been involved in. The analysis is not yet complete, and I think it will continue for some time to come.” At the same time, he observed that “old” research methods have by no means been consigned to the scrap heap of history. Take, for example, the seven-day notebook that participants received prior to the start of the survey. The advantage of this tool is that all the data is available in one medium, is simple to handle and can be easily accessed by the participants. Online and telephone interviews lasting 20 minutes at a time were also conducted on a daily basis over seven days. forward > > GfK_45 GfK SPECIAL: DIGITAL Together these processes enabled reliable data to be collected for analysis, which would not have been the case using only a diary approach without the daily interview. Despite daily interviews being conducted via online flash templates, or by telephone, accumulating the 7,000 digital days and more than 100,000 instances of media consumption was still a major task for the respondents as well as for GfK. Firstly, participants had to remember the length of time for which they had used a particular medium. Secondly, the “multitasking” factor played a role: did participants use just one medium or several at the same time? And how much attention were they paying to the medium in question? Here too, McLuhan showed considerable foresight: in his 1964 work “Understanding Media”, he already differentiated between “hot” and “cool” media. For example, he viewed film as a hot medium, whereas tv was cool, and so were comics. In short: McLuhan categorized all forms of media which require more attention from the viewer as cool, whereas those that stimulate the senses and provide intense bursts of information were defined as hot. It was left to GfK nop Media to analyze in its report how participants behave when using gaming, mobile internet or text-based messaging services. 46_GfK < < back One thing that is perhaps surprising about GfK nop Media’s survey is that normal tv continues to occupy first place in the rankings – in terms of both daily reach and media usage spread over the week as a whole. Fixed network telephony, which is ranked in a modest fifth place in daily reporting, climbs up to second place with a reach of almost 80 % in the weekly average figures. Other surprising fi ndings: just 10 % of users are responsible for generating more than half of the total volume of emails and mobile messaging. There are similar results for mobile internet usage via iPhones, Blackberrys, etc.: only 5 % of users are responsible for 80 % of transmitted data. GfK SPECIAL: DIGITAL The following measurements were made during the survey: the average person sleeps for around eight hours, which represents 30 % of a 24-hour day. Of the hours spent awake, he or she will spend 45 % of the time using media or telecommunications. However, the average user crams the equivalent of nine hours of media usage into these seven hours of media-based activity. By multitasking, he or she manages to use several forms of media at the same time for 90 minutes a day. In other words, the equivalent of over three hours of media usage takes place within 83 minutes, which means that an average of 2.25 forms of media are being used at the same time. As might be expected, young people lead the way when it comes to media consumption. Whereas the average amount of time spent using media every day in England is 8.48 hours, the 16 – 24 age group spends 9.32 hours and 25 – 44 year-olds are not far behind, with 9.24 hours. Only in the 55 + age group does the time spent on media consumption fall considerably to an average of 7.47 hours. However, these figures only apply if the time spent multitasking is not taken into account, because while the younger generation pack around two-and-a-half minutes of media consumption into each of their 116 multimedia minutes, the 55 + age group is more restrained, only spending 49 minutes actively using a maximum of two forms of media at the same time. Social networks are now used by 25 % of the older generation, while over 40 % of young people aged between 12 and 15 are active on these sites. To sum up: tv is still king among the different forms of media and communications, even if sending emails ranks very highly in terms of reach, stated importance and attention paid. More than half of our waking hours are spent using media of one kind or another. The younger the user, the higher the proportion of media consumption is attributable to computers and smartphones. While the socialization of the older generation means they continue to favor conventional media and still consume print media as a matter of course, the younger generation is already largely digitized. Mobile gadgets that allow them to access media while on the move also promote a form of media consumption that differs markedly from the 55 + generation. Were Marshall McLuhan alive today, he might be gratified to see his differentiation between cool and hot media being borne out by the younger generation. /. forward > > GfK_47 GfK SPECIAL: DIGITAL James Thickett, Director of Market Research and Business Intelligence at Ofcom Please enter some personal details: 48_GfK < < back First name James Surname Thickett Location London Favorite website www.bbc.co.uk Favorite social media network Linkedin interview (!) Ofcom’s role is to make communications markets work for consumers, so our job is to make sure that consumers have the best access and are able to engage with communications markets across the uk. (?) Media and communications are the most important icons in everyday 21st century life. What role does Ofcom play in that wide field? (!) Ofcom’s role is to oversee the operation of media and communications in the uk. We make sure that consumers have access to these markets, that the markets are competitive, and that the players who are operating in them are offering fair deals to consumers. We also make sure that consumers are protected when engaging with these markets. (?) In the report by GfK and nop Media, we analyzed more than 45 different kinds of media. How does Ofcom deal with this variety of media in terms of regulation? (!) Well, it gets more complicated every year. But we have basic duties to regulate television, radio and the telecoms markets – fixed and mobile telecoms. And of course, the broadband market. But these markets are splintering; there are a lot of different markets, such as mobile broadband for instance, or internet television or digital radio. We need to keep abreast of market developments, and we do that through research and understanding our consumers. (?) Television seems to still be number one among the users. Will it stay that way? (!) There is no reason to say it won’t stay that way, because television has adapted to the new environment very well. In the last five years we’ve seen the emergence of flat screen tvs and high definition television, and personal video recorders are now available across most of Europe. And in the uk and many other countries, more people are watching television than ever before. We will continue to experience a lot of innovation in television in the future. The next big thing will be video on demand and internet tv, which has been available in some countries, like France or Japan, for quite a while, and which is coming to the uk in the next couple of years. (?) Let’s move on to another form of media. Radio is on the decline. Do you know the reason for this? (!) Well, radio is not necessarily on the decline. There are as many people listening to radio as there ever were, but they’re not listening as much. The reason for that is that radio is competing with a host of other media – more so than television – and particularly for advertising revenues. Advertising is attempting to spend money on the internet rather than on radio, and that reduces the revenue of commercial radio providers across most major countries. So, radio is struggling to make profits more than other sectors. GfK SPECIAL: DIGITAL (?) How would you describe Ofcom in a single sentence? (?) The role of Ofcom is becoming more and more multifaceted. How do you cope with that challenge? (!) We cope by trying to understand the technologies in the market place and looking ahead to see how things are developing. And we do that by talking to experts and to the big organizations that we regulate. But also by conducting research and consistently engaging with consumers and commissioning consumer research, such as the research with GfK on the “Digital Day”, which helps us understand how consumers are behaving, what they need and what we think will be the next big thing. (?) The traditional forms of media such as daily newspapers and magazines seem to be outdated – or are the companies who run them not reacting to the digital revolution appropriately? Do you think that printed matter will survive? (!) I see no reason why printed matter won’t survive. We haven’t seen any big newspaper closures in the uk for a long time. The regional newspaper sector, although it is losing money to the internet, is still healthy, and we are seeing a lot of innovation in the print market, for instance Metro, which is very successful. In the book world we are seeing publishers responding far more pragmatically to new technology, such as the Kindle and the iPad, than the record industry did. And I think many companies are learning the lessons of the record industry and embracing digital technology. (?) Aside from the print media we hear reports about social networks on an almost daily basis. Is that the medium we have to be afraid of? (!) Not at all, because it’s a medium that consumers are embracing. It’s also a very innovative sector, and it’s shifting and changing all the time. But it’s pretty much being led by consumers and what they want, and strives to make life easier for them. Facebook, for example, is launching messaging services and email as a response to consumers wanting all their communications in one place. So, it’s a very dynamic and fast moving sector. It’s far too early to say that is a bad thing. forward > > GfK_49 (?) Young versus old. How do young and old users differ in terms of media consumption? GfK SPECIAL: DIGITAL "People will change the way they use technology depending on their different life stages."." (?) Digital versus analog. The digital virtual world seems to be gradually taking over most of our communication activities. Will there be enough revenues for all the companies? (!) I think there is room for both. And we are seeing this in the newspaper industry, because people still buy newspapers in large quantities. Increasing numbers of people are reading their news online. And the newspaper industry is trying to find different revenue models to make the online world work as well as the analog world. We are seeing it in radio too, where many countries are switching or have analog and digital running side by side. There are different models for different parts of the market place. But there will always be people who want to read a newspaper or read a book. So the analog world won’t be disappearing just yet. (?) Are consumers following this example or is the media landscape displaying more of a variety of user behavior? (!) There is a small group of consumers who are ahead of the game. We call them “early adopters”, and they would normally define behavior patterns for other consumers. It’s a mixture of early adopters embracing new ways of behaving and organizations creating the technology to meet those needs that is driving all this innovation and activity in the market place. (!) Oh, we are seeing some very interesting trends here, because the generation that grew up with the internet is now entering their early twenties. And we are finding that, for instance, people on Facebook in their twenties and thirties have very different ways of engaging with technology than the teenagers. That is what you might call a “life stage effect”. People aren’t taking habits with them throughout their lives; they are changing their habits as they get older. And I’ll give you an example: email becomes more popular as people get older. Even the people who grew up with instant messaging are adapting to email as they get older, because it’s more appropriate for them. And this is very interesting, because what it is saying is that people will change the way they use technology depending on their different life stages. (?) Tradition versus lifestyle. Does social networking go hand in hand with a certain lifestyle? If so, why do traditional users keep their hands off it? (!) Social networking is now a mainstream activity. 60 % of people in the uk have access to social networks on a regular basis. And it is not just the young. We are seeing high levels of users among those aged between 30 and 40. It’s only the very old who haven’t really started to engage with this, because they don’t really use the internet. So, I would say that social networking is becoming a mainstream activity. It’s not just something for early adopters or the young. (?) We spend more than half of our waking hours communicating. Is that the trend for the next decade or what do you expect for the future? (!) I see it continuing in this way. What we are finding is that people are becoming more adept at using different devices and performing different tasks at the same time. In the old days somebody would maybe watch tv and read a newspaper at the same time. But now we are in a world where people watch tv, surf the internet, send texts, and perhaps look at their emails all at the same time. And we found that young people in particular cram nine hours of media and communications activity into just six hours of time. We think this is a skill that they will take on into their later life. /. >> James Thickett: “Digital versus analog?“ 50_GfK < < back GfK SPECIAL: DIGITAL SECTOR: Media LOADING: Digital Day forward > > GfK_51 GfK SPECIAL: DIGITAL In discussion with two survey participants (?) Nowadays media is a major aspect of our lives. Can you describe an average media day in your everyday life? (!) When I get up in the morning, I use my phone to check the time. And then I need the laptop to check emails. If I have time, or if I have the day off, I check Facebook. I then watch song videos from friends when they share them – I do that on YouTube, using my laptop. I think those are the two things that I mostly use over the day. For now, I don’t have a tv. I do have a radio, but I don’t use that. Please enter some personal details: First name Jing Surname Ge Location London Favorite website www.renren.com Favorite social media network renren Jing Ge, aged 24 (?) And what is your favorite type of media or form of communication? (!) I think for me, it’s my phone. I use it to text my friends. My latest acquisition is a phone with free Skype. So I use that to talk to my friends in my country, which is quite good. The phone is my means of communicating with my friends. (?) What is your main purpose for using media? Communication, entertainment, information or fun? (!) I think it’s communication first and fun second. Because first of all you contact your friends, and then you probably have some time to check websites and to read up on your personal interests… Funny stories, funny videos, and sometimes movies as well. (?) If you look back about five years, what has changed most dramatically between then and now in terms of using media? (!) Five years ago I was still at college, and at that time I didn’t have my own laptop. So I used the mobile phone most of the time, and also the landline. But now I have my own laptop, and I use that to communicate with the rest of the world. So, I think the laptop is the biggest change for me. /. 52_GfK < < back >> Jing Ge: “Twitter or Facebook?“ Please enter some personal details: Dermot Surname Hughes Location London Favorite website www.bbc.co.uk Favorite social media network Facebook GfK SPECIAL: DIGITAL First name Dermot Hughes, aged 52 (?) Nowadays media is a major aspect of our lives. Can you describe an average media day in your everyday life? (!) Yes, I use every type of media that I know. When I wake up, I turn on the radio, and I listen to it while I’m getting ready for work and having breakfast. Sometimes I might even turn it on in the car as I’m heading to the station. Occasionally I look at the newspaper on the train. Then I get to work and turn the pc on to look at emails. I often use the pc to do my work, and then I take care of my management duties in the building. Perhaps I might read the news on the internet. Then when I get home, I probably watch the news on the tv and maybe some tv programs before going to bed. (?) And what is your favorite type of media or form of communication? (!) The tv. But in terms of communicating I prefer to use email and voicemail and the landline. (?) What is your main purpose for using media? Communication, entertainment, information or fun? (!) Well again, it depends on the type of media, but I prefer to watch tv for entertainment and for information. I use email more than voicemail, for example, to communicate. And I pick up the phone when I need to make urgent contact. (?) If you look back about five years, what has changed most dramatically between then and now in terms of using media? (!) I think that for mobile phones and email, the accessibility is better everywhere. You can pick up a message remotely – that is the biggest change, I think. (?) And what is your favorite medium? (!) I guess I use the pc more than the tv. But that’s really because I have to work as well as communicate with it. tv is more for relaxation and entertainment. (?) Have you changed your media consumption during the last five years? (!) Yes, certainly. I like mobile phones. The only reason I have this Blackberry is to be able to do more things when on the go than with a normal mobile phone. And whereas five years ago, we only had one tv in the living room, now there are several in one household. /. >> Dermot Hughes: “Can you describe an average media day in your everyday life?“ forward > > GfK_53 GfK SPECIAL: DIGITAL SECTOR: Custom Research 54_GfK < < back Plug & Play A digital device offering all the features that a market researcher could possibly want? It sounds like an impossible dream. The Dialogatore, which has been developed by Italian company GfK Eurisko, is a small plug and play miracle, making anything possible with its mobile communications system, touchscreen, camera, scanner, microphone, loudspeaker and straightforward user interface – and all in real time, via a gprs transmission system. It all started with a problem: Italians do not have a great affinity with the internet. Barely a third of the population currently have online access. This is a major obstacle to market researchers, for whom the internet is, of course, now a vital tool. Giorgio Licastro, Media Measurement Managing Director at GfK Eurisko in Italy, is critical of this state of affairs: “The traditional face-to-face interview has had its day, because it is very costly. And the other factor is time. Recording data, asking questions and collecting answers is very time-consuming, and from a financial perspective this can no longer be justified.” GfK SPECIAL: DIGITAL The Dialogatore – a remote control for the digital world 40 % internet affi nity in Italy So what is the solution? It is actually very simple. A multimedia tool that enables panelists to perform a variety of tasks without first having to wade through the pages of an instruction manual, while at the same time offering market researchers possibilities they had never even dreamed of. Giorgio Licastro: “The Dialogatore is a very smart tool. It is essentially a small touchscreen computer with important additional features that make it easy for participants to collect the data we are looking for.” The Dialogatore is, as its name indicates, a dialog machine that is able to perform a range of tasks in real time via both the input and output channels. Most importantly, the device, which was developed by Eurisko and a Milan-based electronics company, is incredibly easy to operate. It has no keyboard, only a six-inch touchscreen, making it ideal for private use, and it is only slightly larger than a normal mobile phone. This means it is more likely to be accepted by Italians, because “telefoninos” are widely used, particularly among the core target groups. And anyone who knows how to use a mobile phone is unlikely to find the Dialogatore a challenge. The device is also accessible for those who are less proficient in using technology, as the touchscreen displays all the steps in a way that is virtually self-explanatory. forward > > GfK_55 GfK SPECIAL: DIGITAL TOOL: Dialogatore Isa Cecchini, Healthcare Department Director, GfK Eurisko Giorgio Licastro, Media Measurement Managing Director, GfK Eurisko 56_GfK < < back The Dialogatore The Dialogatore is always online and therefore constantly connected with GfK Eurisko’s servers. For closed questions, the panelist can simply click on an answer option on the touchscreen and Eurisko receives the results seconds later. Participants do not need to answer open questions in writing; the built-in microphone records the spoken answer, converts it into an mp3 file at lightning speed and forwards this digital message just as quickly as the touch impulse on the screen. Giorgio Licastro: “We can even ask participants to open their fridge and photograph its contents. And we then have access to this information within a very short space of time.” “ We can even ask participants to open their fridge and photograph its contents. And we then have access to this information within a very short space of time. ” Giorgio Licastro, Media Measurement Managing Director, GfK Eurisko Italy GfK SPECIAL: DIGITAL This tool gives GfK Eurisko access to around 4,000 families, or almost 10,000 individuals, who represent a cross-section of Italian society. GfK Eurisko has access to very extensive data material for these test subjects, who may be either male or female and span a wide range of age groups and lifestyles, among other variables. With this data set it is easy to put together a representative group for a particular survey very quickly. Isa Cecchini, Healthcare Department Director at GfK Eurisko: “The majority of people who work with us in the healthcare field are aged 60 or over. This group often doesn’t cope very well with the internet, but with the Dialogatore we can reach 10,000 people with various conditions or illnesses. We can send questions or support people in their daily course of treatment.” “The best thing about Dialogatore,” says Giorgio Licastro, “is that it operates on a cordless basis. It only needs to be charged via the electricity network, and it doesn’t require internet access or a telephone connection, it is a completely wireless device. As a result, we can send out a questionnaire from Eurisko and receive the answers on the same day.” One important feature is the integrated scanner. This can read barcodes, giving GfK Eurisko a quick overview of magazines that are read, medicines that are taken, food products that are purchased and so on – all everyday products that have this encoding for the supermarket till are covered. In other cases, the microphone is helpful, for example when evaluating radio listening habits. Test subjects only need to record a small extract of the program to which they are listening, and this allows the station to be identified. Since the Dialogatore enables all this information to be obtained with a minimum of effort, Mr Licastro is convinced that his surveys are representative and his data very solid. “It’s so simple. And that’s important – we don’t just want to survey high-tech users, but also the average person on the street. An eighty-year-old woman could use the Dialogatore, for example, and she is also a consumer whose data are of interest to us.” Eurisko has certainly taken a big step forward with the Dialogatore. After all, if a country like Italy is slow to react to the spread of the internet, consumer research must find other methods. Mobile communications data services transmit the information at lightning speed and in both directions. On the user side, the Dialogatore enables a high volume of data and information to be sent to market and consumer researchers using a wide range of methods. It seems that the market researcher’s dream is possible after all. /. >> Isa Cecchini: ”The major advantage?” forward > > GfK_57 GfK SPECIAL: DIGITAL INTERVIEWS with three USERS of the DIALOGATORE Valeria Abbadessa, aged 45 (?) Do you know how to use the Dialogatore? (!) Yes, of course. (?) Do you like this digital form of communication? (!) Yes, because it is extremely easy. (?) Does the Dialogatore help you in your everyday life? (!) Absolutely, the device is very helpful. (?) What do you think is special about the Dialogatore? (!) I think that the Dialogatore offers the possibility to learn more about life in Italian society and the daily routine of the people using it. Researchers are able to identify how people live their lives. Through my choices, I can contribute to this, modify my own choices and, as a result, help to make consumption behavior more transparent. (?) Is the Dialogatore a nuisance or a pleasure? (!) It is not a nuisance, but I would not say it is a pleasure either. I suppose it is somewhere in between. It is there, it is available and it can also be helpful. I do sometimes feel a little monitored, but that’s all right. (?) Does the Dialogatore make you feel as though your views are important? (!) Yes, I think that the questions and answers trigger certain changes, and these can influence lifestyle. The evaluation has an effect on our day-to-day life. For example, supermarkets only used to offer packets of ravioli containing a minimum of two servings, but because many people live alone they now also offer smaller packets. 58_GfK < < back I think this change can ultimately be attributed to market research. And the Dialogatore offers an opportunity to monitor all these things. (?) Would you recommend the Dialogatore to friends or people who are not so well versed in technology? (!) Definitely. I have had it for almost a year now and am glad that I can make an important contribution to research through my involvement. It is also far easier to use than a computer or mobile phone. It is not necessary to be proficient in the use of technology – you can simply have fun using it. /. GfK SPECIAL: DIGITAL Maria Elena Belli, aged 57 Daniele Arras, aged 31 (?) Do you know how to use the Dialogatore? (!) Yes, I am very familiar with the device because I have already been using it for some time. (?) Do you know how to use the Dialogatore? (!) Yes, our family has been using the Dialogatore since May 2010. We receive two to three requests per week. (?) Do you like this digital form of communication? (!) Yes, very much. (?) Do you like this digital form of communication? (!) Yes, I really like it because I think this will be the method of communication in the future. It is very interactive and fast. In short: simple and effective. (?) Does the Dialogatore help you in your everyday life? (!) Yes, it does up to a point. I use it to keep an eye on the pharmaceutical products that I purchase in the pharmacy. (?) Is the Dialogatore a nuisance or a pleasure? (!) If I feel it is becoming a burden or boring me, then I can always press the button to switch it off. (?) Does the Dialogatore make you feel as though your views are important? (!) Yes, but I think that market researchers should also bear in mind that we all have individual interests. Sometimes the questions are too generalized. (?) Would you recommend the Dialogatore to friends or people who are not so well versed in technology? (!) Yes, I definitely would. It is a fast method of communication, is user friendly and does not require the user to be a computer or internet expert. Simply operating the device can be a pleasure. /. (?) Is the Dialogatore a nuisance or a pleasure? (!) Well, it is definitely not a nuisance to me and my family. First of all, it is silent and just has one led light that blinks if there is a request for someone in the family. It is very respectful of our family life! (?) Does the Dialogatore make you feel as though your views are important? (!) Yes, because the requests and tests are to some extent personalized. Some questions are for my father, while others are tailored to me or my sister. They target specific aspects of our lives. For example, requests relating to sport are appropriate for my sister and me, but not for my father, while questions about taxation are only really aimed at him. (?) Would you recommend the Dialogatore to friends or people who are not so well versed in technology? (!) Yes, definitely. The problems that some people encounter when using digital devices do not occur with the Dialogatore. It is really easy to operate and manage because it has a touchscreen – I think this is the easiest way to use a device. /. forward > > GfK_59 GfK SPECIAL: DIGITAL SECTOR: Retail and Technology 60_GfK < < back GfK SPECIAL: DIGITAL The third dimension conquers the screen 3d tv set sales: South Korea leads the way Why is it that we see three dimensionally? Do we also wish to extend this experience to movies and the tv? What are Hollywood and tv producers doing to make this a possibility? And what do consumers think about these new developments? All fascinating questions to which GfK Retail and Technology has been finding out the answers. Nature still does it best – engineers who work with tv and movie theater technology have a reverential respect for the human sensory system. At an early stage in the development of the species, evolution settled on the combination of a pair of eyes with efficient image processing in the brain. Human beings see in depth, so it is no wonder that, shortly after the invention of photography, the pioneers of image reproduction began to strive to recreate the third dimension. As early as 1849, just ten years after Louis Daguerre had introduced the first photographic images on silver plates, the Scottish physicist Sir David Brewster presented the first stereoscopic camera. In order to view the 3d images, both partial images had to be placed in a lens frame – the “stereoscope”. The further development of this technology led to the “viewmaster” in the early 1950s – a 3d viewer for stereoscopic image plates, which some may remember from childhood. Share of 3d tvs in overall sales of flat screen tv sets: South Korea 10.3 % Australia 9.9 % Switzerland 8.3 % Singapore 7.0 % Germany 5.6 % France 4.7 % United Arab Emirates 4.6 % Japan 4.4 % Russia 3.3 % China 2.4 % South Africa 1.7 % India 1.6 % Source: GfK Retail and Technology, Sales from January to December 2010 In the 1950s, the world of the moving image also conquered the third dimension. Starting in the usa and then crossing over to Europe a few years later, the first 3d films found their way into movie theaters. These worked using the “anaglyph” method: the two partial images for the right and left eye were projected on top of each other in red and green, and a pair of cardboard glasses with one red and one green film enabled the two images to be seen separately by each of the viewer’s eyes. The result was a more or less 3d, black and white image with strange color effects. For a long time, the inexpensive anaglyph process was key to 3d technology: reproduction was possible in almost all media via normal color printing, color film, or color tv transmissions, and the glasses made of cardboard and colored film could be manufactured cheaply. As a result, red-green 3d images appeared in magazines and books and eventually on tv. But the engineers had more ambitious goals. They particularly wanted to show 3d images in the movie theater and on tv in color, and ideally without any need for irritating and technologically complex glasses. This last objective, at least, still represents a big hurdle: 3d screens that do not require special glasses are currently still at the laboratory >> Tokyo by night forward > > GfK_61 GfK SPECIAL: DIGITAL Image 1 of 3 Image 3 of 3 62_GfK < < back CLOSE Image 2 of 3 CLOSE CLOSE stage of development; they all have small diagonals and can only be viewed at specialist conferences and trade fairs. The latest technology features glasses that operate using the polarization or the shutter process. Both enable good reproduction quality in color but also involve highly complex technology. The polarization principle is primarily used in movie theaters: two projectors cast the partial images for the left and right eye onto the screen with light waves that are filtered in such a way that they only oscillate in one direction. Filter lenses in the glasses worn by the audience only allow light waves that are oscillating in a particular direction to enter and therefore separate the image impressions for the left and right eyes. The complication here lies in the projection technology, which means that the process is more suited to the movie theater. over 80 countries are included in GfK Retail and Technology’s The “shutter” technique also originates in the movie theater, but it has proved the most suitable process for adaptation to tvs or home movie theater systems. Here too, the basic principle is simple: the projector or screen shows the partial images for the left and right eyes on an alternate basis, and in synchronization with this, the left and right lenses of the 3d glasses open and close. This is achieved with special electrically powered lenses. However, the system requires a great deal of high-performance electronics: the images must be shown with a high alternating frequency so that each eye sees a sufficient number of partial images, ensuring that the picture does not flicker. The left and right lenses of the shutter glasses must also open and close at a rapid speed of 25, 50, 75 or even 100 partial images per second. And the image formation on the screen must constantly be synchronized with the switch function of the glasses, so that this complex optical trick does not fall out of step. GfK SPECIAL: DIGITAL detailed market analysis in the field of consumer electronics. This look behind the scenes explains why 3d movies and 3d tv in color and with good image quality have only been technologically feasible for a relatively short period of time. And of course, a great deal of effort is also required on the production side to create 3d material in the film and tv studios. Yet despite all this, the third dimension is very much in the media industry spotlight at present. Right at the center of the entertainment universe, in the Hollywood district of Los Angeles, studio bosses are currently very focused on 3d. Their hope is to tempt audiences away from their home movie screens and back into movie theaters with their impressive 3d film images. Some Hollywood bosses were very surprised and a little put out at how quickly tv manufacturers jumped on the 3d technology bandwagon. But this could hardly have come as a surprise to industry experts: following the great market success of high definition tv (hdtv), 3d was the next natural milestone. All manufacturers of consumer electronics have been working to recreate the third dimension in the home since 2010, and some started to focus on this field even earlier. Today, anyone with aspirations to be part of the technological elite must at least own a tv set with a “3d-ready” logo, which shows that the set is equipped with the technology to display 3d content. The necessary shutter glasses and, if applicable, an infra-red or radio transmitter to synchronize the glasses and the formation of images can be purchased separately. The 3d film “Avatar” entered movie theaters in 2009 and is, to date, the most financially successful film of all time, recording box office takings of usd 1.85 billion. It also triggered a 3d boom, at least in movie theaters, and it was then an obvious step for tv manufacturers to use this momentum to introduce 3d to living rooms and home movie theaters. forward > > GfK_63 Further information “ In a few years, 3d will be a standard feature of most tv sets and Blu-ray players. ” GfK SPECIAL: DIGITAL Hiroshi Sakamoto, Senior General Manager Home Entertainment Business Group at Sony The arrival of 3d in our homes was not unexpected. Providers like Sony have been concentrating on the third dimension in their research for many years. A major step in this direction was already taken a decade ago – the development of high frame frequencies, such as the “motionflow” technology introduced by Sony in the year 2000 – but even among experts, few understood the full implications. This technology displayed a higher number of individual images than were transmitted from the tv station and therefore paved the way for the alternating display of two partial images for the left and right eye. At the us Consumer Electronics Show (ces) in January 2009, Sony presented the first prototypes of 3d flat screen televisions. Hiroshi Sakamoto, Senior General Manager of the Home Entertainment Business Group at Sony, is in no doubt: “In a few years, 3d will be a standard feature of most tv sets and Blu-ray players.” Engineers at Sony and other providers are already working hard to introduce 3d tv images that do not require shutter glasses. But until these processes are ready to be launched on the market, we will have to be patient for a little while longer. What do consumers have to say about all this? Will they show the same enthusiasm for investing in 3d-capable flat screen tvs as they did for purchasing tickets to see “Avatar”? How prepared are they, possibly just five years after buying their “hd-ready” tv, to invest in a new set incorporating 3d technology? What contents must be offered in 3d on Blu-ray, in tv programs and on the internet in order to boost the propensity to buy 3d hardware? Manufacturers of tv sets, the retail sector, software industry and other market players are all extremely interested in the answers to these questions. Consequently, it is precisely these questions that GfK’s Retail and Technology sector is exploring as part of its observation of the consumer electronics market. GfK’s retail panel offers tv set manufacturers, software providers and other market players detailed and up-to-the-minute market data for over 80 countries. This enables internationally active providers to obtain targeted information on the particular conditions in the relevant regional markets, as well as to compare statistics such as market potential, sales figures or market shares in these countries. Even if market success is currently still limited in some countries, the figures speak volumes. In 2010, approximately 2 million 3d-capable tv sets were sold worldwide; 900,000 of these were in Europe and around 200,000 in Germany alone. GfK Retail and Technology is forecasting considerable growth for 2011, predicting that global sales will increase to 12 million 3d-capable tv sets, 4.5 million of which will be sold in Europe as a whole and around 1 million in Germany. At 5.6 % of the overall market, the market share in Germany in 2010 was average compared with other countries. Japan recorded a similar figure, with a share of 4.4 %, while South Korea (10.3 %) and Hong Kong (9.8 %) were out in front. What is clear is that despite positive market growth, manufacturers and software providers still have a substantial amount of work ahead of them, and GfK will continue to be a reliable partner in supporting their endeavors. /. 64_GfK < < back GfK SPECIAL: DIGITAL since 2010, All manufacturers of consumer electronics have been working to recreate the third dimension in household living rooms and some began to focus on this field even earlier. forward > > GfK_65 GfK SPECIAL: DIGITAL Hiroshi Sakamoto, Senior General Manager of the Home Entertainment Business Group, Sony Corporation Please enter some personal details: 66_GfK < < back First name Hiroshi Surname Sakamoto Location Tokyo Favorite website www.sony.com Favorite social media network — (?) 3d has been an important driver of consumer electronics sales in 2010 and will be for the foreseeable future. However, sales of 3d devices remain quite low. How would you explain this? (!) What you say is correct, or rather, it was correct. The announcement of a 3d tv launch at the ifa 2009 in Berlin triggered a media hype over the arrival of 3d in the home. When we launched the technology in spring 2010 together with competitors like Samsung, Panasonic, lg and Philips, we were all disappointed and a little discouraged by the reaction of the market. Frankly, the sales figures were much lower than our expectations until the beginning of October. However, the situation changed in November, when our sales increased five-fold compared to our competitors. We hope this situation continues. The reason it happened is that we started a big promotion campaign together with the Playstation 3 in October. At the Games Convention in August, Sony Computer Entertainment announced the latest version of the Playstation 3 and the launch of the game Gran Turismo 5 for Christmas, and published a software update for 3d Blu-ray reproduction capability on the Playstation 3. This took 3d into the fast lane. (?) How have the regional markets developed in terms of 3d technology? And where are sales highest? (!) Traditionally, the biggest market has been the us, followed by Europe and Japan. Because of the 3d and 3d-ready classifications, the situation on the overall market doesn’t look so good. However, if we count 3d-ready tvs – tvs sold without the glasses – things look better. The highest sales figures come from the us, and then Europe and Japan are almost on the same level. For example, Sony only has one tv set that has glasses inside the box – all other tvs are 3d-ready. (?) In which market segments is 3d particularly strong? Does 3d-ready tend to be a feature of high-end products or is it also represented in the middle and lower price segments? GfK SPECIAL: DIGITAL interview (!) The price of a 3d tv might seem relatively high in some countries, but two pairs of glasses are included, making a kind of complete 3d set. We say the two pairs of glasses are free, but in reality we budget for part of the glasses cost in the price of the tv. In Japan, we changed the message, to emphasize that Sony 3d tvs have as good a picture as those with the best 2d pictures, and that 3d-ready tvs have a fully-fledged 3d tv function. This approach has resulted in the 3d market becoming more active in Japan. (?) How has Hollywood reacted to the rapid introduction of 3d technology for the home? The studios’ primary aim was to use 3d technology to tempt more viewers into movie theaters. Have they accepted the developments in consumer electronics or are they trying to thwart this progress? (!) We are sure that both have a positive influence on one another. More people have been visiting the movie theaters as a result of 3d and now viewers are happy that they can also enjoy 3d at home. Because of this, we have increased our sales of 3d Blu-ray players, for example. But to be frank, the number of movie titles is not that big because most movies are still shot with a 2d camera. With Disney animations, converting from 2d to 3d is not that difficult; however, it is not so easy with real images and movies. We are working not only with Sony Pictures but also with Warner and Disney to promote 3d movies as well as Blu-ray discs with 3d content. Warner apparently has a special kind of conversion technology that allows a 2d production to be turned into a 3d movie. This means that in future Harry Potter could be released in 3d on Blu-ray, for example, as well as other popular titles. We are expecting a lot in this respect. (?) In connection with this: how satisfied are you with the 3d software range in general? What growth rates do you expect to see in this segment in the next twelve months? (!) I know that by the end of 2010 we will have launched around 40 titles on the market. In 2011 it will be 50 – and all big titles. forward > > GfK_67 (?) What is the situation regarding the entry of 3d into the tv schedules? Up to now, the range of 3d tv programs has been very limited. Are viewers waiting for their tvs to open up the third dimension? GfK SPECIAL: DIGITAL (!) For terrestrial broadcasts, 3d isn’t easy to introduce. Only Australia has 3d terrestrial broacasting technology. However, espn in the usa and Sky in Europe offer 3d programs via satellite. So we are working with broadcasters to increase the 3d offering via satellite and cable. In Japan, some large broadcasters already have a 3d channel, and from next month, two other broadcasters will also start offering 3d programs via satellite. So, in relative terms it is easier for satellite and cable viewers to enjoy 3d tv programs. In the terrestrial segment, development will probably take longer. (?) Sony is the only provider to offer a complete range of products: Blu-ray, Playstation 3, 3d tvs and film productions by Sony Pictures. Does this boost sales and create sustainable synergies? (!) Our product range, starting with the ps3 for films and games, will boost the market. Our line of Blu-ray players are 3d-ready and we also have Blu-ray home movie theater equipment. So we are very well positioned with our consumer electronics products. And Sony Pictures will be far more active in 2011 than Disney, for example. Sony Pictures will take a committed approach to producing 3d films. (?) How do you assess the future of 3d? (!) The 3d feature is now better positioned strategically. It is not a high-end feature, and in the near future it will become a standard attractive feature in tv sets, as well as in Blu-ray players. Price conditions will be much more affordable over the next few years. The 3d glasses were also pretty expensive at first, which is one of the reasons why the market didn’t expand rapidly, but this will also change over the next three years. In addition, the demand for and range of 3d content will increase on tv, the internet and social media such as YouTube. 3d is well on the way to becoming a key purchasing factor. /. >> Hiroshi Sakamoto: “What does the future hold for 3d?” 68_GfK < < back GfK SPECIAL: DIGITAL REGION: Asia and the Pacific, Tokyo forward > > GfK_69 70_GfK < < back 1. The economy 72 2. Economic and financial development 74 3. Research and development 86 4. Human Resources 91 5. Organization and administration 92 MANAGEMENT REPORT Management report of the G f K Group 6. Corporate Governance statement in accordance with Section 289 a of the German Commercial Code (hgb) 92 7. Purchasing 92 8. Environment 93 9. Corporate communications and marketing 93 10. Accounting-related internal control system 93 11. Opportunity and risk position 94 12. Major events since the end of the financial year 100 13. Outlook 100 forward > > GfK_71 MANAGEMENT REPORT Of the G f K Group — 1. the economy 1.1 Overall economic development: global recovery MANAGEMENT REPORT In terms of gdp, the global economic crisis only lasted from autumn 2008 to summer 2009, after which the economy picked up again considerably until summer 2010. This trend reversal was driven in 2009 by the government economic program and fiscal measures introduced in many of the industrialized nations and the almost unchecked economic expansion in some emerging countries, especially in the People’s Republic of China. In 2010 as a whole, growth in the global economy amounted to 5 %. However, since mid-2010, the pace of the global recovery has slowed significantly, varying considerably from region to region. While the economy in many developed countries cooled substantially in the second half of the year, the economic output in some emerging countries had to be curbed through monetary and fiscal policy instruments to prevent overheating. The following overview shows the development in the regions and countries important to GfK’s operations: gdp growth in %1) 2008 2009 20102) 20113) Germany4) 1.2 – 4.7 3.6 2.2 France4) 0.3 – 2.5 1.6 1.8 uk 0.6 – 5.0 1.7 1.8 Eurozone5) eu 27 5) 0.5 0.4 – 3.6 – 4.2 1.7 1.8 1.3 1.8 Russia 5.6 – 8.0 3.9 4.3 Central and Eastern Europe 3.0 – 4.0 3.6 4.0 usa 0.4 – 2.6 2.7 1.8 Latin America and Caribbean4) 4.3 – 1.7 5.7 4.0 China 9.0 9.1 10.1 9.5 Japan Countries/regions – 1.2 – 6.3 4.4 0.8 Asia and the Pacific 5.1 3.6 7.9 6.7 World4) 3.0 – 0.6 5.0 4.4 Sources: 1) DIW “Principles of Economic Development 2011/2012” 2) Estimates 3) Forecast for Economic Development 2010/2011 4) International Monetary Fund (IMF) 5) The Euroframe Autumn Report 2010 72_GfK < < back • In Germany, gdp recorded strong growth of 3.6 % in 2010. This is the biggest year-on-year increase since reunification and was based on two pillars. Catch-up effects led to increased exports and stronger growth was recorded in domestic demand. The favorable development in the labor market, which was supported by government subsidies for short-time working in 2009, led to an improvement in the consumer climate and will again be an important driver for positive economic development in Germany in 2011. Consumer climate in Germany: model for Europe1) Month January Opinion trend Consumer climate – restrained start to new year February Economic expectations dampen consumer climate March Spring awakens hopes of economic recovery April Spring-like mood in the consumer climate Debt crisis weakens May consumer expectations June Consumer climate stable despite austerity package discussions July Consumer climate in summer high August Consumer climate slightly on the upswing September Consumer climate at 3-year high October Germans expect economic high November Consumers in the mood for preChristmas spending DecemConsumer climate ber takes a breather Change from previPro- ous month pensity in indicator points3) to buy2) Consumer climate indicator Change from previous month in % 25.4 + 4.2 3.4 – 5.6 24.2 – 1.2 3.3 – 2.9 23.4 – 0.8 3.2 – 3.0 21.6 – 1.8 3.4 + 6.3 18.1 – 3.5 3.7 + 8.8 30.4 + 12.3 3.5 – 5.4 27.9 – 2.5 3.7 + 5.7 27.9 + /– 0 4.1 + 10.8 30.7 + 2.8 4.4 + 7.3 22.5 – 8.2 5.0 + 13.6 39.3 + 16.8 5.2 + 4.0 33.8 – 5.5 5.5 + 5.8 1) These findings are from the comprehensive “GfK consumer climate maxx” survey conducted each month since 1980 on behalf of the eu Commission. In the first half of the month, a representative sample of around 2,000 subjects 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 the propensity to buy. The economic outlook has a more indirect effect on the consumer climate, generally as a result of income expectations. • Economic development also varied considerably in the different countries in Central and Eastern Europe. In Poland and Turkey in particular, growth was stable as a result of increased domestic demand. In addition, the debt levels of private households and companies were lower than in the rest of the region. The recovery was weak in the Baltic countries, which were particularly hard hit by the recession, and production continued to stagnate. • The economy in the usa recorded relatively strong growth of 2.7 % in 2010. Boosted by monetary and fiscal policy support measures carried out by the Fed and the government, output and investment increased. In contrast, the conditions for private households barely improved. High unemployment rates and austerity measures resulted in weak consumer demand. • After Asia, Latin America is the engine of the global economy. The South American countries benefited especially from the general upswing and domestic demand recovered again very quickly in 2010. Growth in major economies such as Argentina and Brazil was even stronger than before the recession. • More than any other region, Asia defied the crisis. Export growth, state intervention and strong domestic demand led to many emerging Asian economies recording an upturn again in 2010. Even Japan, an industrialized nation, saw its economy expand by 4.4 %. This positive development is primarily attributable to increased private domestic demand. Alongside other measures, this was fostered by tax incentives on the purchase of eco-friendly cars and household products. 1.2 Market research sector: sales decline for first time in 2009 For the first time since market research sales records began in the late 80s, industry association esomar reported a drop in sales for 2009. According to the esomar Industry Report 2010, sector sales fell worldwide by 4.6 %. However, in the usa, the biggest market for market research, the negative growth was lower than feared. Although market research budgets declined for the second year in a row, negative growth stood at – 3.5 %. In contrast, Europe was relatively hard hit with a fall of – 5.9 %. However, sales in the market research sector in the previous year (2008) had proven relatively stable compared with 2007. As before, the three biggest markets in Europe are the uk, Germany and France, which are far ahead of the other countries. Sales and growth by region in usd million Europe eu 15 eu accession countries Rest of Europe America North America Latin America Asia and the Pacific Middle East/Africa Total Sales 2008 Sales 2009 Growth 2008/2009 in %1) 15,948 14,202 727 1,019 11,325 9,629 1,696 4,552 13,298 11,916 559 823 10,674 9,188 1,486 4,480 – 5.9 – 5.6 – 8.1 – 8.4 – 3.72) – 3.5 – 4.6 – 2.2 532 492 – 10.2 32,357 28,944 – 4.6 MANAGEMENT REPORT • The picture for the eurozone member states is extremely varied. While Germany pulls the whole average up, most economies recorded only moderate growth. Development in Spain and Ireland stagnated and in Greece, gdp contracted for the second year in a row at – 4.0 %. This mixed picture hardened over the course of the year, since high unemployment rates and austerity measures adversely impacted private and public sector domestic demand in some countries. 1) Growth adjusted by inflation, based on sales in local unit of currency 2) GfK calculations Source: esomar Industry Report 2010 At – 4.6 %, demand for market research in Latin America also decreased. Although market research sales in Brazil were down by – 6.9 % on an inflation-adjusted basis, the country still made it into the top 10 national market research markets in 2009. Surveys ahead of the elections in 2010 constituted a major revenue earner. The Asia and the Pacific region recorded the lowest drop in sales, with development in the five major countries varying considerably. In the most important market, Japan, market research sales declined by – 4.0 %, with a – 10.6 % decrease in the third market, Australia, and – 6.0 % in India, which ranks fifth. In contrast, sales in the second biggest market, China, increased by 2.8 % and by as much as 16.6 % in South Korea, the fourth biggest market in the Asia and the Pacific region. The Middle East/Africa region was especially hard hit by the global economic crisis, which led in particular to declining sales from market research budgets in South Africa and the Middle East. forward > > GfK_73 Economic and financial development: GfK Group — Top 10 national consumer research markets: sales, growth and share of the sector’s overall sales 2. economic and financial development Growth Share of 2008/2009 sector sales in %1) 2009 in % in usd million Sales 2008 Sales 2009 usa 8,866 8,557 – 3.2 29.6 uk 4,154 3,248 – 6.1 11.2 Germany 3,334 2,897 – 5.0 10.0 France 3,042 2,688 – 3.4 9.3 Japan 1,641 1,769 – 4.0 6.1 China 890 918 2.8 3.2 Italy 912 757 – 9.9 2.6 Spain 784 657 – 8.2 2.3 Canada 763 631 – 8.3 2.2 Brazil 689 587 – 6.9 2.0 Top 10 total 25,075 22,709 – 78.5 World 32,361 28,945 – 4.6 – 1) Growth adjusted by inflation, based on sales in local unit of currency Source: esomar Industry Report 2010 Particularly in difficult economic times, the global presence of a market research organization represents a decisive competitive edge, as only well-positioned companies can develop promising markets such as China, Brazil or South Korea. Furthermore, clients increasingly require multi-country studies based on instruments that are not only highly innovative but also tailored to the respective culture. MANAGEMENT REPORT This is why the GfK Group further expanded its global full-service network again in 2010, maintaining its fourth place ranking in the top 10 companies in the market research sector. Top 10 of the consumer research sector Company Sales 2009 usd million Growth in %1) 1 The Nielsen Company, usa 4,628.0 1.0 2 The Kantar Group, uk2) 2,823.2 – 9.5 3 ims Health, usa 2,189.7 – 2.4 4 GfK, Germany 1,622.8 – 6.0 5 Ipsos, France 1,315.0 – 3.8 6 Synovate, uk 816.4 – 9.6 7 SymphonyIRI, usa 706.3 1.2 8 Westat, usa 502.4 7.0 9 Arbitron, usa 385.0 4.4 intage, Japan3) 368.6 0.3 10 1) Growth in local currency, adjusted to take account of acquisitions/disposals 2) Estimated sales 3) Financial year ended in March 2010 Source: esomar Industry Report 2010, published in September 2010 Despite the unchanged ranking for the top 10 organizations, in 2009, the market research industry also reflected the impact of the global economic crisis, while sales had remained stable worldwide in 2008, the first year of the crisis. Particularly affected were budgets in the ad hoc and media segments which could be cancelled easily. But all signs pointed to a trend reversal, which started as early as the fourth quarter of 2009. This is especially true of the GfK Group. While esomar estimates that the industry grew by 3 % in 2010, the GfK Group expanded by 11.1 %. The crisis therefore only had a brief negative impact on the market research industry and the GfK Group. 74_GfK < < back 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 situation 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. 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 year. In the panel-based Retail and Technology sector, contracts are largely renewed in the first three months of the financial year. In contrast, in Media multi-year contracts are concluded for continuous tv and radio audience research. 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: Reconciliation of adjusted operating income Operating income 2009 88.9 2010 136.7 Change in % + 53.8 Expenses and income in conjunction with restructuring and company transactions 16.0 6.7 – 58.5 Scheduled amortization/depreciation 15.7 11.8 – 24.8 Impairments/reversals 11.8 4.6 – 61.5 in eur million Write-ups and write-downs of additional assets identified on acquisitions Personnel expenses for share-based payments and long-term incentives 3.0 9.8 + 223.6 Remaining other operating income less remaining other operating expenses 11.8 15.4 + 32.0 Total highlighted items 58.3 48.3 – 17.2 147.2 185.0 + 25.7 Adjusted operating income The figures on the business development of the GfK Group and any percentage changes are based on figures in eur 1,000. Accordingly, rounding differences may occur. The companies mentioned in the Management Report are referred to by their abbreviated names. The “Additional information” section of the Annual Report includes a list of the full names of all the companies indicated. 2.2 GfK Group: best result in GfK’s history With sales of eur 1,294.2 million, GfK significantly surpassed not only the adjusted forecast in its half-year report 2010, but also the previous year’s figure. Overall, sales rose by 11.1 %. Currency effects increased sales by 3.6 %, while acquisitions added 0.2 %. The organic rise in sales amounted to 7.3 %. Development of earnings1) in eur million Change in % + 11.1 Sales 2009 1,164.5 2010 1,294.2 Cost of sales – 813.2 – 872.3 + 7.3 351.3 421.9 + 20.1 – 250.3 – 268.1 + 7.1 – 18.3 Gross income from sales Selling and general administrative expenses Other operating income 24.0 19.6 Other operating expenses – 36.1 – 36.7 + 1.6 ebitda 159.1 195.7 + 23.0 as a percentage of sales Adjusted operating income as a percentage of sales Highlighted items Operating income 13.7 15.1 – 147.2 185.0 + 25.7 12.6 14.3 – – 58.3 – 48.3 – 17.2 + 53.8 88.9 136.7 as a percentage of sales 7.6 10.6 – Income from participations 3.9 3.9 – 1.5 + 51.5 92.8 140.6 as a percentage of sales 8.0 10.9 – Financial income 6.2 12.2 + 99.1 Financial expenses – 23.5 – 28.0 + 19.4 Other financial income – 17.3 – 15.8 – 8.8 75.5 124.8 + 65.3 – 14.9 19.8 – 40.8 32.7 + 173.0 – Consolidated total income 60.5 84.0 + 38.8 Attributable to equity holders of the parent Attributable to minority interests 51.0 9.5 71.7 12.3 + 40.6 + 29.2 ebit Income from ongoing business activity Tax on income from ongoing business activity Tax ratio in % Consolidated total income 60.5 84.0 + 38.8 Earnings per share (undiluted) in eur 1.42 1.99 + 40.1 1) Rounding differences may occur At eur 421.9 million, gross income from sales was up 20.1 % on the previous year. The 7.3 % increase in the cost of sales to eur 872.3 million was more than offset by the rise in sales. Selling and general administrative expenses rose by 7.1 % and amounted to eur 268.1 million in financial year 2010. Income climbed from eur 147.2 million to eur 185.0 million. The operating margin reached 14.3 %, substantially higher than the previous year’s margin of 12.6 %. Highlighted items include costs relating to the biss fitness and efficiency program amounting to eur 6.7 million (2009: eur 16.0 million). The highlighted items also include write-ups and amortization on hidden reserves disclosed as part of the purchase price allocation amounting to eur 16.4 million (2009: eur 27.5 million). The figure comprises scheduled amortization of eur 11.8 million (2009: eur 15.7 million) and the balance of impairment losses and reversals amounting to eur 4.6 million (2009: eur 11.8 million). Furthermore, highlighted items include expenses of eur 9.8 million (2009: eur 3.0 million) for long-term variable remuneration systems as well as the remaining other operating income and expenses. These amounted to eur – 15.4 million (2009: eur – 11.8 million). The balance of exchange rate gains and losses included in this item stands at eur – 7.3 million (2009: eur – 4.8 million). Settlements amounting to eur 4.2 million (2009: eur 3.9 million) for posts which were not subsequently filled adversely affected the remaining other expenses. Operating income rose year-on-year by eur 47.8 million, or 53.8 %, to eur 136.7 million. MANAGEMENT REPORT 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 personnel cost ratio, which expresses the ratio of personnel expenses to sales, stood at 42.6 % (2009: 43.8%). In absolute terms, personnel expenses stood at eur 550.7 million (2009: eur 510.5 million). This reflects the rise in the number of employees by 488 to 10,546 in total in 2010. The balance of write-ups and amortization/depreciation dropped from eur 66.3 million in the previous year to eur 55.1 million. Scheduled amortization/depreciation, especially on software and fixtures and fittings, reduced slightly from eur 51.5 million in the previous year to eur 50.2 million. Impairment losses reduced by eur 6.9 million to eur 11.9 million. This reflects the pleasing business performance and improved projections for the coming years. ebit in the GfK Group increased year-on-year by 51.5 % to eur 140.6 million. ebitda climbed from eur 159.1 million in the previous year to eur 195.7 million in financial year 2010. At eur 3.9 million, income from participations corresponds to the previous year’s figure. Other financial income, which is the balance of financial income and expenses, amounted to eur – 15.8 million in financial year 2010. This represents an improvement of eur 1.5 million on the previous year. In addition to the reduction in liabilities to banks of eur 52.2 million, the fall in interest rates on the GfK Group’s variable-rate liabilities also had a positive impact. Other financial income includes income from currency hedges amounting to eur 3.4 million (2009: eur 0.2 million). This income compensates part of the negative currency balance reported in other income and expenses. forward > > GfK_75 Economic and financial development: GfK Group Overall, the above effects led to an increase in income from ongoing business activity of 65.3 % to eur 124.8 million in 2010. At 32.7 %, the income tax ratio was 12.9 percentage points above the ratio for the previous year of 19.8 %. The previous year’s ratio was influenced by positive extraordinary effects and a significant rise was therefore expected. In addition, part of the increase stems from a new tax regulation governing non-deductible expenses. There were also negative tax effects from previous years amounting to eur 2.4 million (2009: positive effect eur 2.3 million), primarily as a result of provisioning for tax risks at subsidiaries. The GfK Group: Income and consolidated total income 2008 – 2010 in eur million + 158.7 2008 2009 + 82.0 + 147.2 + 60.5 + 185.0 2010 Income + 84.0 Consolidated total income MANAGEMENT REPORT The GfK Group’s consolidated total income therefore increased from eur 60.5 million in the previous year to eur 84.0 million in 2010. This corresponds to a rise of 38.8 %. Assets and capital position The total assets of the GfK Group increased year-on-year by eur 128.5 million to eur 1,649.9 million. On the assets side of the balance sheet, the eur 74.3 million increase in non-current assets was due to several effects: goodwill increased by eur 47.7 million, of which eur 7.6 million was attributable to the change in the scope of consolidation and eur 40.1 million to an exchange rate-related rise. Other intangible assets rose by eur 9.2 million. In addition to positive currency effects, this increase is attributable to capitalization in conjunction with tv research projects in the Media sector. Deferred tax assets rose by eur 6.3 million, particularly as a result of the recognition of loss carryforwards. Shares in associated companies were up by eur 5.8 million, primarily as a result of the acquisition of a 40 % interest in SirValUse and nurago, following which the companies were included in the consolidated financial statements as associated companies. The eur 54.2 million rise in short-term assets was dominated by the increase in trade receivables of eur 44.9 million as well as the eur 12.4 million rise in cash and cash equivalents. This was countered by a decrease in current income tax assets of eur 4.9 million. 76_GfK < < back Development of balance sheet growth In eur million 31.12. 2009 31.12. 2010 Change in % Share of total assets in % Assets Non-current assets 1,157.9 1,232.2 + 6.4 74.7 Current assets 363.5 417.7 + 14.9 25.3 Liabilities Equity 553.0 677.5 + 22.5 41.1 Non-current liabilities 499.9 484.9 – 3.0 29.4 Current liabilities 468.5 487.5 + 4.0 29.5 1,521.4 1,649.9 + 8.4 100.0 Total assets The changes on the liabilities side include a decrease in noncurrent liabilities of eur 14.9 million and a rise in current liabilities of eur 19.0 million. In the long-term segment, the change results primarily from the eur 34.6 million decline in non-current financial liabilities and simultaneous increase in long-term provisions of eur 16.3 million. In the short-term segment, the reduction in current financial liabilities of eur 33.6 million was more than offset by the rise in other current liabilities, especially liabilities to employees, of eur 22.4 million and the increase in liabilities on orders in progress of eur 18.0 million. Furthermore, future purchase price obligations for acquisitions (put options and bonds) fell by eur 18.0 million to eur 60.2 million. Equity also climbed from eur 553.0 million in the previous year to eur 677.5 million. This change in equity is essentially due to the expansion in retained earnings of eur 51.9 million and the increase in other reserves of eur 54.8 million. Most of this line item is attributable to currency fluctuations not affecting income, which stem particularly from the revaluation of the us dollar, British pound and Swiss franc. The equity ratio increased as at December 31, 2010 by 4.8 percentage points to 41.1 % (2009: 36.3%). Development of equity ratio 2008 – 2010 in % 2008 2009 2010 34.6 36.3 41.1 For an innovative market research company, it is essential to invest in panel expansion, switch to digital recording devices, expand and extend production and evaluation systems, as well as to develop new measurement technologies. This makes 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. The range for these investments regularly amounts to between 4 % and 5 % of sales. In addition, the GfK Group invests in the expansion of its international network through acquisitions. Above a certain level, these financial investments are subject to the approval of the Supervisory Board. Net debt, defined as the balance of cash, cash equivalents and short-term securities less interest-bearing liabilities and pension obligations, fell from eur 499.8 million to eur 428.5 million. In addition to the decline in bank liabilities of eur 52.2 million, this reflected the eur 18.0 million decrease in future purchase price obligations for company acquisitions to eur 60.2 million reported under other interest-bearing liabilities. This is primarily due to the exercising of options for Adimark Chile, GfK Mode India, Shopping Brasil and the GfK Kynetec Group. Development of net debt In eur million Liquid funds In 2010, GfK spent eur 89.6 million on investments (2009: eur 106.7 million). Of this investment, eur 48.6 million (2009: eur 49.0 million) essentially related to the procurement of software, office equipment and other tangible assets and eur 38.9 million (2009: eur 55.1 million) to the acquisition of consolidated companies, minority interests and other business units. The rise in cash flow from ongoing operating activity from eur 134.7 million to eur 172.0 million is primarily attributable to the improved consolidated total income. Taking account of expenses relating to capital expenditure of eur 48.6 million, free cash flow totaled eur 123.4 million (2009: eur 85.7 million). The acquisitions carried out in the financial year were therefore fully financed. 31.12. 2009 31.12. 2010 Change in % Cash flow from ongoing business activity 134.7 172.0 + 27.7 Capital expenditure – 49.0 – 48.6 – 0.8 + 44.0 Free cash flow before acquisitions, other investments and asset disposals Acquisitions Other financial investments Asset disposals Free cash flow after acquisitions, other investments and asset disposals Liquid funds and short-term securities 85.7 123.4 – 55.1 – 38.9 – 29.3 – 2.6 – 2.1 – 20.0 2.3 3.4 + 49.8 30.3 85.8 + 183.3 31.12.2010 42.4 54.7 + 29.3 0.9 1.4 + 44.4 + 29.6 43.3 56.1 Liabilities to banks 400.4 348.2 – 13.0 Pension obligations 46.0 55.7 + 21.0 Liabilities from finance leases 12.2 11.5 – 5.8 Other interest-bearing liabilities 84.5 69.2 – 18.1 543.1 484.6 – 10.8 – 499.8 – 428.5 – 14.3 Interest-bearing liabilities Net debt The decline in net debt made a major contribution to the significant improvement in all ratios of net debt to key balance sheet and financial ratios. Gearing and ratio of net debt to ebit, ebitda and free cash flow Gearing (net debt/equity) Development of free cash flow In eur million Short-term securities and time deposits Change in % 31.12.2009 MANAGEMENT REPORT Investment and finance 2009 2010 90.4 % 63.2 % Net debt/ebit 5.39 3.05 Net debt/ebitda 3.14 2.19 Net debt/free cash fl ow 5.84 3.47 forward > > GfK_77 Economic and financial development: sectors 2.3 Mandatory information under company law (Section 315 (4) of the German Commercial Code hgb) The share capital of GfK se amounts to eur 151,156,968.76 as at December 31, 2010, divided into 36,274,090 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 Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. (the GfK Association), Nuremberg, has a direct holding of 56.45 % 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. MANAGEMENT REPORT 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 term 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 Management 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 requirements of Sections 133, 179 of the German Stock Corporation Act (AktG). Pursuant to Article 20 of the Articles of Association of GfK se, unless otherwise stipulated by mandatory legal regulations, resolutions to amend the Articles of Association require a majority of at least two-thirds of the valid votes cast, or where at least half of the share capital is represented, a simple majority of the votes cast. In cases where the law additionally requires a majority of the share capital represented when the resolution is adopted, a simple majority of the share capital represented will suffice unless a different majority is stipulated by law. The authorization to acquire own shares dated May 20, 2009 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 19, 2010, up until May 18, 2015, pursuant to Section 71 (1) clause 8 of the German Stock Corporation Act (AktG), the company is authorized, with the consent of the Supervisory Board, to acquire own shares up to a maximum of 10 % of the share capital in place at the time when the authorization came into force. Together with other shares held by the company or attributable to it pursuant to Sections 71 a ff of the German Stock Corporation Act (AktG), the shares acquired may not account for more than 10 % of the share capital at any time. The authorization may not be used by the company for the purposes of trading in own shares. The authorization 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 of own shares takes place as the Management Board chooses through a purchase offer addressed to all share- 78_GfK < < back holders or by means of a public call to issue such an offer or via the stock market. If the shares are acquired via the stock market, the price per share paid by the company (excluding incidental acquisition costs) may not be more than 5 % above or 5 % below the price per share determined in xetra trading (or comparable successor system) in the opening auction on the trading day. If the acquisition is carried out via public purchase offer or public call to issue such an offer, the purchase price offered or minimum and maximum of the price range per share (excluding incidental acquisition costs) may not be more than 10 % above or below the closing price in xetra trading (or comparable successor system) on the trading day prior to the day of publication of the offer or call to issue such an offer. If, after publication of a purchase offer or public call to issue such an offer, significant deviations from the relevant price occur, the offer, or call to submit such an offer, may be adjusted. In this case, any adjustment will be based on the closing price in xetra trading (or comparable successor system) on the trading day prior to the day of publication. The purchase offer or call to submit such an offer may contain further terms and conditions. If the purchase offer is oversubscribed or if, in the event of a call to submit an offer, not all of several equal offers can be accepted, acceptance can be carried out by quotas. Preferential acceptance of low numbers of up to 100 shares per shareholder can be stipulated for the acquisition of shares offered. The Management Board is authorized, with the consent of the Supervisory Board, to use the shares acquired by virtue of this authorization, earlier authorizations or otherwise acquired pursuant to Sections 71ff German Stock Corporation Act (AktG) for all legally permissible purposes, especially the following: The shares can also be sold by means other than via the stock market or through an offering to all shareholders providing the cash price paid for the shares at the time of the sale is not significantly below the stock exchange price for similar shares in the company, whereby the relevant stock market price within the meaning of the above regulation is the mean of the closing prices for shares in the company in xetra trading (or comparable successor system) during the last five trading days before sale of the shares; in this case, the number of shares to be sold may not exceed 10 % of the share capital of the company at the time when the resolution was passed by the Annual General Meeting today or – if lower – 10 % of the registered capital of the company at the time of the sale of the shares; this 10 % of the share capital limit includes those shares issued during the term of validity of this authorization in direct or corresponding application of Section 186 (3) clause 4 of the German Stock Corporation Act (AktG) with simplified exclusion of subscription rights; furthermore, this 10 % of the share capital limit includes those shares issued to service convertible bonds with conversion rights and/or option rights, where the convertible bonds are issued during the term of validity of this authorization pursuant to Section 186 (3) clause 4 of the German Stock Corporation Act (AktG) excluding subscription rights. The shares can be offered or transferred to third parties as part of a merger of companies or acquisition of companies, parts of companies or participations or acquisition of other assets. The shares can be used to meet conversion and/or option rights and obligations in relation to convertible bonds or bonds with warrants issued by the company or Group companies. The shares can be called in without the call-in or its implementation requiring a further resolution of the Annual General Meeting. The call-in will lead to a reduction of the capital. In deviation from this, the Management Board can decide that the share capital will not change as a result of the call-in pursuant to Section 8 (3) of the German Stock Corporation Act (AktG). In this case, the Management Board is authorized to amend the number of shares in the Articles of Association. The authorizations can be exercised once or on more occasions, separately or together, for all or part of the volume of own shares acquired. The subscription right of shareholders to these shares is excluded to the extent that the shares are being used in accordance with the above authorization. GfK se does not have any compensation agreements with the members of the Management Board and the employees in the event of a takeover offer. Media: The Media sector delivers information services on range, intensity and type of media usage and acceptance in 30 countries in Europe and the usa. The data source for the Media sector comprises tv, radio, print and online 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. Breakdown of growth of sales and income in %1) + 11.1 Total growth + 25.7 Growth from acquisitions + 0.2 + 1.0 + 7.3 Organic growth + 20.1 + 3.6 Currency effects + 4.7 Sales Income 1) Rounding differences may occur 2.4 Sectors: spotlight on consumers and markets Proportion of sector sales to total sales in %1) Custom Research: The Custom Research sector supplies information and consulting services for operational and strategic marketing decisions in over 80 countries worldwide. Point of consumer is the data source for the Custom Research sector. Custom Research offers a broad spectrum of tests and studies, in particular for product and pricing policy, brand management, communications, distribution and customer loyalty. In line with the product lifecycle model, GfK monitors products and services from development and launch through maturity to saturation phase. Retail and Technology: Point of sale is the data source for the Retail and Technology sector. The information and consulting services are based on retail data from continuous surveys and analyses of consumer goods and services in the retail sector in more than 80 countries worldwide. The services comprise regular surveys on the following market segments: automotive accessories and parts, office communications, diy and garden, electrical household appliances, photographic technology and optics, it, fashion, telecommunications, tourism, consumer electronics and entertainment media. Custom Research 60.7 Retail and Technology 28.7 Other 0.4 MANAGEMENT REPORT GfK offers its clients from the consumer goods industry, retail, media and the service sector a comprehensive range of information and consulting services in the three sectors Custom Research, Retail and Technology and Media. The sectors are based on the respective sources of the data required for the offering: point of consumers, point of sale and point of media. Media 10.3 1) Rounding differences may occur Proportion of sector income to total income in %1) Custom Research 34.2 Retail and Technology 61.5 Media 8.4 1) Rounding differences may occur “Other” – 4.1 % not taken into account on the chart Margin by sector in % + 5.6 Custom Research + 8.0 + 29.4 Retail and Technology +30.7 + 13.1 Media + 11.7 Actual 2009 Actual 2010 forward > > GfK_79 Economic and financial development: sectors 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 includes parts of GfK Austria, parts of GfK cr Group usa, parts of GfK iss, parts of GfK Malta Group and parts of GfK Switzerland, GfK Data Services, GfK Marketing Sciences and departments of GfK Group Services. Custom Research: key figures1) In eur million 2009 2010 Changes in % Sales 709.2 785.6 + 10.8 39.5 63.2 + 59.9 5.6 8.0 5,837 6,018 Income Margin in % Number of employees + 2.52) + 3.1 1) Rounding differences may occur 2) Percentage points Economic development: impact of the crisis more than offset All three GfK sectors increased their sales in financial year 2010. The Custom Research and Retail and Technology sectors recorded significant increases in income, with Retail and Technology further improving its already high margin. Custom Research: breakdown of growth of sales and income in %1) + 10.8 Total growth + 59.9 MANAGEMENT REPORT Custom Research: Custom Research is the sector with the highest sales in the GfK Group and in 2010 it overcame the financial and economic crisis and substantially increased sales to eur 785.6 million. Sales were up 10.8 % year-on-year, with 6.4 percentage points of this attributable to organic growth. One key factor driving this pleasing growth in sales was the upturn in business with clients from the automotive and financial market sectors. Further growth was generated in financial year 2010 in it and telecommunications, as well as with new clients and market research instruments such as the GfK Media Efficiency Panel. The GfK Media Efficiency Panel is a single source approach that is unique worldwide and combines exposure to advertising on the internet and tv with the purchase of fast moving consumer goods. This makes it possible to evaluate the sales success of tv and online advertising campaigns. Development was particularly positive in the Western Europe/Middle East/Africa region, which recorded the strongest sales growth. Substantial increases were also seen in the Germany, Central and Eastern Europe, and Latin America regions. Furthermore, acquisitions added 0.6 percentage points, while currency effects had a positive impact on sales with growth of 3.7 percentage points. GfK also strengthened its network in the usa with the acquisition of consultancy company Interscope, one of the leading specialists in brand positioning in retail. In terms of income, the sector recorded the highest growth rate with a disproportionately strong rise of 59.9 % to eur 63.2 million. The margin improved in financial year 2010 from 5.6 % to 8.0 %. Alongside positive development in the economic framework conditions, which led to higher capacity utilization, the biss fitness and efficiency program also contributed to the income increase. At 54.1 percentage points, nearly all of the expansion in income is based on organic growth. In addition, currency influences added 4.9 percentage points to this positive development, while 0.9 percentage points stemmed from acquisition-related changes. 80_GfK < < back Growth from acquisitions + 0.6 + 0.9 Organic growth + 6.4 + 54.1 Currency effects + 3.7 + 4.9 Sales Income 1) Rounding differences may occur Retail and Technology: Once again in 2010, the sector continued the success recorded in previous years, with Retail and Technology sales increasing by eur 45.0 million to eur 370.8 million. Organic growth accounted for 10.8 percentage points of the overall expansion of 13.8 %. Currency influences contributed 3.6 percentage points to growth, while acquisitions accounted for a decline in sales of 0.6 %. This effect is due to the transfer of surveys for fast moving consumer goods from GfK Switzerland to The Nielsen Company. The GfK StarTrack global production and reporting system facilitates cost-effective production to the same standards worldwide and forms the basis for continuous sales growth. Development in 2010 was positive in all core segments, such as consumer electronics, telecommunications, it, photographic technology and major and small domestic appliances. Telecommunications and small domestic appliances recorded the highest growth rates here. There was also dynamic growth in the new tourism and fashion segments. In addition, higher order volumes in business activities with major clients have been achieved. All GfK regions contributed to the growth in sales, with a major share achieved in the Asia and the Pacific region. After a decline in sales in the previous year, the Western Europe/Middle East/Africa region also reported positive growth rates again. In financial year 2010, the sector, which has the highest income in the GfK Group, significantly increased its income by 18.8 % to eur 113.9 million. At 13.4 percentage points, growth was largely organic. Currency effects increased income by 4.2% and acquisitions by 1.1 %. The margin rose again from the previous year’s already very high level of 29.4 % to an excellent 30.7 %. Retail and Technology: key figures1) In eur million 2009 2010 Change in % Sales 325.8 370.8 + 13.8 Income 95.9 113.9 + 18.8 Margin in % 29.4 30.7 + 1.32) 3,224 3,507 + 8.8 Number of employees At eur 15.6 million, the level of income in financial year 2010 did not match the figure in the previous year (eur 16.6 million). In organic terms, the decline in income amounted to – 11.1 percentage points, while currency effects improved income by 5.2 percentage points. This decline in income was primarily due to increased expenses for the roll-out of the new measurement technology in Germany and the resultant rise in scheduled depreciation for this and the special production and evaluation software. To secure existing business in the long term and to develop new business potential, an additional eur 4 million was dedicated to the new GfK AdMeasure product from subsidiary GfK mri as well as to stable panel operations using the new measurement technology in Germany. In financial year 2010, the sector achieved a margin of 11.7 % (2009: 13.1 %). 1) Rounding differences may occur 2) Percentage points Media: key figures1) Retail and Technology: breakdown of growth of sales and income in %1) + 13.8 Total growth + 18.8 Growth from acquisitions – 0.6 In eur million 2009 2010 Change in % Sales + 5.3 126.4 133.1 Income 16.6 15.6 – 5.8 Margin in % 13.1 11.7 – 1.42) Number of employees 552 554 + 0.4 1) Rounding differences may occur 2) Percentage points + 1.1 + 10.8 Organic growth + 13.4 + 3.6 + 4.2 Sales Income Media: breakdown of growth of sales and income in %1) MANAGEMENT REPORT Currency effects + 5.3 Total growth – 5.8 1) Rounding differences may occur Growth from acquisitions 0.0 0.0 Media: The ongoing growth trend of the first three quarters of 2010 continued in the fourth quarter. Sales in the sector increased year-on-year by 5.3 % to eur 133.1 million, with organic growth contributing 2.1 percentage points and positive currency effects 3.2 percentage points. In the North America and Germany regions as well as Central and Eastern Europe, development was very positive. The Media sector achieved increased sales with clients in the tv segment in particular. North American subsidiary GfK mri recorded a year-on-year rise in incoming orders in the print segment following the market launch of the new GfK AdMeasure product. In Germany, the new, expanded measurement technology tc Score, which was launched in 2009 in the GfK Fernsehforschung tv panel, was the main contributor to higher sales. Surveys carried out in the multi-media studies segment included, amongst others, one for the British Broadcasting Corporation (bbc) covering internet usage and other media channels as well as tv. In addition, the tv audience measurement contract in the Netherlands was extended again. Increased incoming orders in the region Central and Eastern Europe, especially in the tv and print sector, also contributed to the positive development in the financial year. + 2.1 Organic growth – 11.1 Currency effects + 3.2 + 5.2 Sales Income 1) Rounding differences may occur forward > > GfK_81 Economic and financial development: regions Other: Sales in this division amounted to eur 4.7 million in the reporting period (2009: eur 3.1 million). The income shortfall stood at eur 7.7 million (2009: eur 4.8 million). This was due to higher expenses for personnel and consulting services as well as general business costs, especially in Central Services. The number of employees rose in the Other division in financial year 2010 by 22 to 467 full-time posts. Other: key figures1) In eur million Sales Income Number of employees 2009 2010 Change in % 3.1 4.7 + 50.0 – 4.8 – 7.7 – 60.0 445 467 + 4.9 1) Rounding differences may occur 2.5 Regions: growth in all regions The GfK Group’s network of subsidiaries covers over 100 countries worldwide. In geographic terms, the business is divided into six regions: Germany, Western Europe/Middle East/Africa, Central and Eastern Europe, North America, Latin America as well as Asia and the Pacific: MANAGEMENT REPORT • Germany – Founded in 1934, GfK has been conducting research in its home market for 76 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 1960s and covers 16 countries in total. GfK is represented in 13 countries in the Middle East and in a total of 15 countries in Africa. • Central and Eastern Europe – GfK established its first subsidiary here in 1989. Today, GfK covers 22 countries. • North America – GfK was first represented in the usa in 1999 with a subsidiary. In 2005, GfK also entered the market in Canada. • Latin America – Having started with its own company in Brazil in 2002, GfK now operates in 13 countries. • Asia and the Pacific – This region joined the GfK network in 1985. In 2010, GfK covered 20 countries. 82_GfK < < back Changes in the GfK network Investment activity Stake changes in % Sector Region Adimark Share increase From 65.9 to 100 Custom Research Latin America Cosmetics Panel Acquisition 100 Retail and Technology Asia and the Pacific GfK Audience Research Bulgaria Disposal From 100 to 0 Media GfK Kleiman Sygnos Share increase From 80 to 90 Custom Research Central and Eastern Europe Latin America GfK Kynetec Share increase From 75 to 100 Custom Research GfK Mode Share increase From 51 to 100 Custom Research North America and Western Europe/ Middle East/ Africa Asia and the Pacific Interscope Acquisition 100 Custom Research North America Shopping Brasil Share increase From 51 to 86 Retail and Technology Latin America SirValUse & nurago Participation 40 Custom Research Germany Watch Media (Cyprus) Share increase From 25 to 49 Media Western Europe/ Middle East/ Africa Company GfK recorded increased sales in all regions in financial year 2010, with particularly strong growth in the Latin America, Central and Eastern Europe and Asia and the Pacific regions. Together these regions accounted for around 19 % of Group sales. In the fastgrowing bric countries, GfK has already established major market positions which it expanded in 2010. While growth in the North America region was driven by currency effects, Germany showed a substantial recovery following the financial and economic crisis. Germany: In financial year 2010, sales by the GfK companies in Germany rose by 13.1 % to eur 340.8 million. This positive development was primarily attributable to the Custom Research and Retail and Technology sectors. GfK is the clear market leader in Germany. Central and Eastern Europe: The GfK companies in the region achieved sales totaling eur 89.7 million in financial year 2010, compared with eur 71.7 million in the previous year. In local currency, sales were up by 20.7 %. The currency effect amounted to 4.5 percentage points. Overall, sales increased by 25.2 %. Germany: key figures1) Central and Eastern Europe: key figures1) 2009 2010 Change in % Sales 301.3 340.8 + 13.1 Number of employees 1,790 1,831 + 2.3 In eur million Sales Number of employees 1) Rounding differences may occur 1) Rounding differences may occur Germany: breakdown of sales growth in %1) Central and Eastern Europe: breakdown of sales growth in %1) Total growth Growth from acquisitions Currency effects Change in % 71.7 89.7 + 25.2 1,515 1,657 + 9.4 Total growth + 13.1 + 25.2 Growth from acquisitions 0.0 0.0 + 20.7 Organic growth + 13.1 Organic growth 2010 2009 Currency effects 0.0 + 4.5 1) Rounding differences may occur 1) Rounding differences may occur Western Europe/Middle East/Africa: As before, GfK generated the highest proportion of sales in this region in financial year 2010. Overall, sales here rose by 5.4 % to eur 483.0 million. Organic growth added 3.3 percentage points to sales, while currency effects accounted for 2.5 percentage points. North America: GfK generated sales of eur 219.3 million in North America, compared with eur 207.2 million in financial year 2009. For the full year, positive currency effects increased sales by 6.0 percentage points. In organic terms, sales remained almost unchanged during the reporting period, at – 0.8 percentage points. This is primarily due to reduced HealthCare activities in the Custom Research sector. Acquisitions offset this effect with 0.7 percentage points. Western Europe/Middle East/Africa: key figures1) In eur million 2009 2010 Change in % Sales 458.1 483.0 + 5.4 Number of employees 3,416 3,463 + 1.4 1) Rounding differences may occur North America: key figures1) In eur million 2009 2010 Change in % Sales 207.2 219.3 + 5.9 936 931 – 0.6 Number of employees Western Europe/Middle East/Africa: breakdown of sales growth in %1) Total growth Growth from acquisitions Organic growth Currency effects 1) Rounding differences may occur MANAGEMENT REPORT In eur million 1) Rounding differences may occur + 5.4 North America: breakdown of sales growth in %1) – 0.4 + 3.3 + 2.5 Total growth + 5.9 Growth from acquisitions Organic growth Currency effects + 0.7 – 0.8 + 6.0 1) Rounding differences may occur forward > > GfK_83 The GfK regions MANAGEMENT REPORT The G f K GrOup's global presence Moscow London — The six GfK regions: Germany Western Europe/Middle East/Africa Central and Eastern Europe North America Latin America Asia and the Pacific — 84_GfK < < back Frankfurt am Main MANAGEMENT REPORT Dubai New York Singapore forward > > GfK_85 Research and development Latin America: Compared to the previous year, the GfK Group increased its sales by 39.5 % to eur 54.9 million in the Latin America region during the reporting period. Currency effects added 12.0 percentage points to sales, while acquisitions increased sales by 5.4 percentage points. The region achieved the highest organic sales growth in the GfK Group. Latin America: key figures1) In eur million 2009 2010 Change in % Sales 39.4 54.9 + 39.5 Number of employees 665 739 + 11.1 1) Rounding differences may occur Latin America: breakdown of sales growth in %1) Total growth +39.5 Growth from acquisitions + 5.4 + 22.1 Organic growth + 12.0 Currency effects MANAGEMENT REPORT 1) Rounding differences may occur Asia and the Pacific: Sales rose by 22.5 % from eur 86.9 million in 2009 to eur 106.5 million in 2010. Consequently, the region broke through the eur 100 million barrier for the first time. Organic growth in sales stood at 9.1 percentage points. Acquisitions increased sales by 0.9 percentage points, while positive currency effects added 12.5 percentage points. 1) Asia and the Pacific: key figures In eur million Sales Number of employees 2009 2010 Change in % 86.9 106.5 + 22.5 1,736 1,926 + 11.0 1) Rounding differences may occur Asia and the Pacific: breakdown of sales growth in %1) Total growth Growth from acquisitions Organic growth Currency effects 1) Rounding differences may occur 86_GfK < < back + 22.5 + 0.9 + 9.1 + 12.5 — 3. research and development Market research depends on innovation. GfK takes a proactive approach to meeting this demand and has assumed a leading role amongst its competitors in terms of the quality, originality and efficiency of its instruments and methods. Many of GfK’s research and development projects are planned and executed in cooperation with its clients. A large share of the development work for new methods and instruments is carried out by GfK’s Method and Product Development department in Nuremberg, Germany. In light of the Group strategy, GfK’s research and development currently focuses on expanding its offering for digital media measurement. However, GfK has by no means been neglecting the traditional areas of market research and has, in fact, strengthened its competencies in this respect. In 2010, the following research projects were developed further or launched on the market by GfK: 3.1 Custom Research Within the Custom Research sector in Germany, GfK Panel Services equipped the participants of its GfK Media Efficiency Panel (GfK mep) with modified mobile phones in April. These enable participants’ exposure to tv advertising to be registered through sound recognition. The GfK Media Efficiency Panel uses a globally unique single-source approach, which links advertising exposure on the internet, and more recently through the television, to the purchase of fmcgs. As a result, GfK is able to evaluate the sales impact of online and tv advertising campaigns. The GfK Media Efficiency Panel is based on GfK’s household panel, which comprises approximately 30,000 German households that report their purchases on a daily basis. In addition, the GfK mep is also used in the Netherlands and in partnership with Kantar WorldPanel in the uk. GfK is currently assessing potential areas of application in France, Japan and the usa. GfK WebValue allows GfK to offer an up-to-date insight into all relevant key figures for German households’ internet use on a monthly basis. The tool measures the reaches of around 20,000 domains and also provides detailed analyses for more than 3,000 domains. GfK WebValue identifies which pages are visited, and in what order, by various target and lifestyle groups, and reveals correlations between the use of the internet and consumption of other media. In the medium term, this new tool is set to be implemented in all countries where there is a GfK Media Efficiency Panel. GfK MarketObsurvey.dx enables GfK to analyze the online behavior of specific target groups. The special feature of this instrument is that it combines both qualitative and quantitative data derived from monitoring and surveys. Clients can therefore gain a more in-depth insight into the usage patterns of their target group, their motives and strategies when searching for information, and the latest trends: what weighting do different online services have in users’ research? How do users become aware of an online service? How do they behave on the websites of competitors? What role do advertising, search engines and user opinions play? And how do users evaluate these experiences? What do they like and dislike? GfK MarketObsurvey.dx identifies relevant websites and the interaction between the research and opinion-forming processes. Users can also be asked for their situation-specific opinions and assessments, whether in the form of closed questions, rating scales, open comments or a diary. In relation to specific websites, findings such as user frequency, dwell time and intensity are recorded within previously defined categories. By categorizing relevant websites into different user groups, GfK can chart where users find information, purchase products or make recommendations. The technology used as a basis for this, which is provided by nurago, can be applied in usability and media research for exploring various issues which are not limited in terms of time or to the company’s own website. GfK SiteObsurvey.dx combines the monitoring of natural website surfing behavior with targeted satisfaction surveys in order to analyze the strengths and weaknesses of an online presence. This allows a website’s limitations or barriers to be revealed. Clients can use the findings they obtain to improve the user experience and conversion rate for their website. Alongside ad hoc surveys, GfK can use this method to continuously measure user experience. Data obtained by GfK records to what extent individual objectives have been reached, both objectively and subjectively, how different motives impact on user satisfaction, the needs and preference of the user and the impact of user experience on the perception of a brand. GfK ExposureEffects.dx allows clients to evaluate online campaigns and compare their current exposure within a target group with the media plan. By using cookies in the online panels, GfK ExposureEffects.dx can identify which consumer profiles have been reached by particular websites featuring an advertising campaign. The comparison between consumers who have been selected for a specific campaign and those who have not been chosen allows advertising impact to be measured effectively. In conjunction with a subsequent survey of users who have been reached by the campaign, conclusions about perceptions of advertising can be drawn. GfK Marktforschung uses the GfK Ceres tool to investigate the online information exchange between consumers about different brands. To achieve this, forum contributions are evaluated and researchers subsequently identify what topics have been discussed and which product attributes were assessed positively or negatively. This allows GfK to determine trends at a very early stage and evaluate authentic information about majority opinion without any interviewer interference. In order to establish the impact of online social media platforms such as Facebook and Twitter on the development of certain products’ brand images, this data is combined with the new GfK Brand Buzz Miner dx. This new approach establishes the impact that online buzz, created through information exchange on social networks, has on brand image and consumers’ purchasing behavior. Previously, it was difficult for companies to evaluate new technical concepts or new technology applications prior to their market launch, as there were no corresponding comparative tests in the respective categories. Using the newly developed GfK TechTest, it is now possible to compare new concepts and ideas with similar concepts and existing products prior to product development. This facilitates swift and effective feedback to support clients during important developments and market launches and, at the same time, save on development costs. So how does it work? If a company has an idea, a GfK graphic designer prepares a storyboard. GfK then sets up an online survey with the relevant target group to test the appeal and uniqueness of the idea, its importance and credibility, as well as how willing potential customers would be to pay for it. GfK TechTest enables marketing and development departments to quickly assess whether a new product can be successfully launched in the market. GfK evaluates every new concept in the context of similar offerings to support clients in their decisions for or against a market launch and makes recommendations regarding the best introductory price and optimal product positioning. Products already in the market can also be evaluated using GfK TechTest, for example to specify a new price strategy or relaunch a product. GfK TechTest was developed in the uk in 2009 and launched in Germany and the usa in 2010. Other countries will follow in 2011. forward > > MANAGEMENT REPORT In partnership with SirValUse, GfK has developed an index to represent a website’s usage intensity as a single figure: the GfK WebValue Index (wvi). In contrast to traditional reach measurement, the index provides data on qualitative usage characteristics – e.g. retention (loyalty), power user, bounce rate, page impressions and length of visit – for 5,000 different websites at present. The index value can be between 0 and 100, with the GfK wvi increasing the more intensively a website is used. With this information source, GfK and SirValUse are establishing a currency that allows websites to be qualitatively compared, both within an industry and across different industries. Reports are currently compiled on a quarterly basis for the automotive, e-commerce, games and travel industries. The objective is to include all industries that are represented online. GfK_87 Research and development MANAGEMENT REPORT G f K SiteObsurvey.dx GfK SiteObsurvey.dx analyzes the strengths of a website — GfK SiteObsurvey.dx combines the monitoring of natural website surfing behavior with targeted satisfaction surveys in order to analyze the strengths and weaknesses of an online presence. This allows a website’s limitations or barriers to be revealed. Data obtained by GfK records to what extent individual goals have been reached, both objectively and subjectively, and how different motives impact on user satisfaction. — 88_GfK < < back ...and its weaknesses. Qualitative market researchers are often confronted with the problem that participants in group discussions tend to rationalize and justify their attitudes, which does not actually bring to light what truly moves, drives and influences them. In this respect, GfK Inside Journey offers a valuable addition to the qualitative method range. This new practice can be applied within focus groups and is based on dialogic introspection, a method that was developed under Professor Kleining of Hamburger Forschungswerkstatt (Hamburg Research Workshop) and has been modified for application in market research by GfK. For this method, participants engage with a topic or stimulus for much longer and more intensively and precisely observe their own reactions and perceptions. They subsequently report their reactions without being asked any questions or influenced in any way. This generates exceptionally in-depth, unadulterated and multifaceted insights into consumers’ experiences. This year, the process has been successfully implemented in countries as wide-ranging as China, Mexico, India, Russia, Egypt and the usa. The GfK Automotive Pricing Tool (apt) is a further development of the traditional pricing approaches and is specifically tailored to the special features of the automotive market. The tool comprises five modules, which cover the different aspects of price determination. One module, GfK coreprice, is a conjoint-based instrument for the pricing of car models in the competitive environment. The second core module, GfK dyo Cconcept, relates to the pricing of equipment parts, enabling clients to gain information about price optimization of equipment ranges. The other modules relate to questions of equipment packaging and the scope of standard equipment for cars. GfK apt has so far mainly been coordinated from Germany and applied in Europe, but will be rolled out internationally from 2011. Two expert teams are being established in the usa and China, and these will support GfK clients on the American continent and in Asia with pricing research. Since 2010, the GfK roi Evaluator has allowed fmcg clients to evaluate the sales impact of the individual components making up a marketing campaign prior to nationwide implementation in the test market GfK MarketingLab®. Clients obtain precise information, in the form of driver analysis, about the current return on investment of each individual marketing activity. This allows them to optimize the sales potential of their marketing mix. Through this method, GfK is able to provide answers to the following questions: how high will the overall sales increase be as a result of the new marketing campaign? And how strong is the impact of each individual measure within the marketing mix? 3.2 Retail and Technology GfK Network Intelligence Solution (GfK nis) is a new research methodology based on the analysis of information transiting on the internet protocol (ip) flow on mobile networks. This innovative technology makes it possible to monitor mobile internet behavior and exposure to advertising campaigns in real time. Analysis is then carried out via the GfK StarTrack online portal. 3.3 Media From April to November 2010, GfK mri in the usa explored the most effective way to survey magazine readers on their use of digital formats. The aim is to add new, appropriate questions on the topic of “digital reading” to the half-yearly magazine readership survey “The Survey of the American Consumer”. The pilot study is based on 1,000 in-home interviews with us consumers. In terms of content, the survey focuses on the consumption of print magazines, magazine websites, electronic magazines, and mobile magazines, which can be accessed via mobile phones, smartphones or mobile applications, as well as the use of e-readers such as the new iPad. GfK will be able to use the most conclusive statements to ensure that future surveys use wording that is intelligible and clear to all. Intomart GfK, based in the Netherlands, is further expanding its Appreciation Panel, an evaluation panel for tv, radio and internet. The system is structured in such a way that panel members are asked about their daily tv, radio and internet consumption and provide their assessment and perception of the content. The panel is currently active in the Netherlands, the uk, Germany and Ireland. MANAGEMENT REPORT New software developed by GfK GeoMarketing, GfK RegioGraph Strategy, is the big brother to the previous versions, GfK RegioGraph Analysis and GfK RegioGraph Planning. This software opens up entirely new areas of application, enabling companies in the fields of retail sales and industry to evaluate comprehensive data on areas of potential, at both regional and even more localized levels, on digital maps. This software solution seamlessly combines GfK’s entire regional database with software-supported map analyses. The official product launch of GfK RegioGraph Strategy took place at CeBIT 2011. The Universal Meter System (ums) is a complete media measuring instrument, which elevates the standard of media research to an entirely new level. This combination of different measuring technologies in a central measuring instrument aims to incorporate as many electronic types of media consumption as possible. The central element is the fixed meter device (umx), which records all household media consumption through the television. By integrating the Mediawatch portable meter, which is worn by the participant and measures individual radio, tv and print consumption, GfK can also measure out-of-home consumption in addition to the media consumption in the home. The internet meter usx measures media consumption on the computer, as well as internet usage in general, using a special usb stick. Finally, GfK uses an additional device, the ip Sniffer, to register the tcp/ip data flow from ip set-top boxes. This allows information about channels, time-shift tv and video on demand to be collected. forward > > GfK_89 Research and development The GfK Automotive Pricing Tool (apt) is a further development of the traditional pricing approaches and is specifically tailored to the special features of the automotive market. The tool comprises five modules, which cover the different aspects of price determination. — 90_GfK < < back MODULE 5 MODULE 3 MODULE 4 — MODULE 2 MODULE 1 MANAGEMENT REPORT G f K automotive pricing tool — 4.6 Employees 4. human resources 4.1 Global employee survey In October 2010, the third global “Employee Engagement Survey” was carried out. 82 % of all GfK employees worldwide took part in the survey, demonstrating the high level of acceptance of this initiative. Various measures were implemented throughout 2010 to promote engagement at global and local level. Overall, the Employee Engagement Index (eei) of the GfK Group remained constant, although many GfK companies recorded a significant rise on their previous eei. 4.2 Succession Management The global roll-out of GfK’s Succession Management system, which is supported by a network of certified hr experts, progressed swiftly in 2010. The aim is to identify employees who could take on a higher level of responsibility in the future. To achieve this, several hundred interviews were conducted in 2010. As at the end of financial year 2010, the number of employees in the GfK Group amounted to 10,546. This is a rise of 488 employees, or 4.9 %, on the previous year, with 0.7 percentage points of this increase resulting from acquisitions and new consolidations. 8,715 members of staff were employed at foreign GfK companies, an increase of 447 on 2009. In total, 82.6 % of GfK employees worked outside Germany, and internationalization therefore remained at a very high level compared with the previous year. The Asia and the Pacific and Central and Eastern Europe regions recorded the biggest increase in personnel numbers. In Asia and the Pacific, the expansion of resources in Pakistan for a coding project in the Retail and Technology sector and the transfer of employees from a panel acquisition in China contributed to the rise. In Latin America, a newly consolidated company in Peru, in particular led to higher personnel numbers. There were only marginal changes in the number of employees in other regions. At sector level, the increase in personnel was attributable to Retail and Technology and Custom Research, with the number of employees in the Media sector remaining virtually unchanged on the previous year. 4.3 Retention Number of employees by sector in %1) Custom Research 57.1 Other 4.4 4.4 Diversity At GfK, diversity is the inclusion of different thinking, experiences and backgrounds across all entities and organizational levels. For GfK, diversity means more then gender and race: it’s about the experiences, expertise and knowledge that a person has gained. A “diverse” workforce not only enriches GfK’s corporate culture, but also broadens the talent base, supports GfK’s global growth and the company’s image as an attractive employer. GfK has already achieved a great deal in this regard. More than 80 % of our employees are based outside Germany and women make up 54 % of our global workforce. At senior and middle management levels, the percentage of women amounts to around 30 % and women make up 50 % of GfK’s Management Board. Retail and Technology 33.3 MANAGEMENT REPORT Given the positive economic development in the industry, an increased willingness to change companies is to be expected. Consequently, GfK has created a comprehensive set of retention tools. Targeted action plans are drawn up on the basis of an analysis of individual motives for resigning. Media 5.3 Total 100% 10,546 full-time positions 1) Rounding differences may occur Number of employees by region in %1) Germany 17.4 Western Europe/ Middle East/Africa 32.8 Latin America 7.0 Central and Eastern Europe 15.7 North America 8.8 Asia and the Pacific 18.3 Total 100% 10,546 full-time positions 1) Rounding differences may occur 4.5 Further training and organizational development In 2010, a range of initiatives to promote further training and personnel development were launched within GfK. The Retail and Technology sector introduced its sophisticated e-Learning system “Path to Knowledge” worldwide. The Custom Research Academy was also re-launched with a focus on strategically important training initiatives. 4.7 Staff turnover The staff turnover rate at the GfK Group expresses the number of employee resignations in relation to the average number of employees in the Group in the financial year. In 2010, this ratio climbed by 3.5 percentage points to 12.8 % (2009: 9.3 %). After staff turnover reduced considerably in 2009 as a result of the global financial and economic crisis, the economic recovery led to an upturn in the labor market. Nevertheless, the staff turnover rate remained below the level recorded before the crisis (2008: 13.5 %). forward > > GfK_91 Organization and administration 4.8 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 21ff. There were no loans or advances to members of the Management and Supervisory Boards. — 5. organization and administration 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. GfK se functions both as the holding company and an operating unit. In Germany, the GfK Group’s network encompasses the parent company as well as ten consolidated subsidiaries and one associated company and six non-consolidated subsidiaries. Worldwide, GfK has 152 consolidated subsidiaries and 14 associated companies, three minority interests and 40 non-consolidated subsidiaries. The Group is based in Nuremberg. 5.1 Management Board: sector-based management — 6. corporate governance statement in accordance with section 289 a of the german commercial code (hgb) The management of GfK se is committed to increasing the value added of the company on a responsible, transparent and sustained basis. This includes policy principles and guidelines, as well as cooperation based on trust. By adopting the Corporate Governance Code, GfK se demonstrates that it complies with the rules of good corporate governance and monitoring and is transparent in its relations with national and international investors. The Corporate Governance Statement, including the full version of the Declaration of Compliance, as well as details of corporate governance practices and a description of the Code of Conduct of the Management Board and Supervisory Board are published under: http://www.gfk.com/group/investor/corporate_guidelines/ declaration_on_corporate_governance/index.en.html The Corporate Governance report can be found on pages 18ff of this Annual Report. — MANAGEMENT REPORT 7. purchasing The GK Group is run by a Management Board consisting of six members. In financial year 2010, Dr. Gerhard Hausruckinger joined as the successor to Dr. Gérard Hermet. As a result, from September to the end of the year the Management Board comprised seven members. The Chief Executive Officer (ceo), Professor Dr. Klaus L. Wübbenhorst, is responsible for Strategy, Internal Audit, Marketing Sciences, Corporate Communications and it Services. The Chief Financial Officer (cfo), Pamela Knapp, is responsible for Finance, Accounting, Controlling, Tax, Mergers and Acquisitions, Legal and Compliance, Human Resources and Central Services. The role of Chief Operating Officer (coo) for the three sectors Custom Research, Retail and Technology and Media is performed at Management Board level as follows: The moveIT project, which was set up for it products and services in 2008, will be completed in 2011. This is aimed at providing a global it infrastructure for GfK and standardizing and consolidating services in the field of it. Three computing centers act as the central service provider for all companies in the GfK Group. Purchasing of it and telecommunications infrastructure and products is carried out under centrally negotiated terms used by all companies in the GfK Group. The Custom Research sector is headed up jointly by three members of the Management Board: Petra Heinlein, Debra A. Pruent and Wilhelm R. Wessels. Up to the end of 2010, the Retail and Technology sector was headed by Dr. Gérard Hermet. As of September 1, 2010, he was jointly responsible for the sector with Dr. Gerhard Hausruckinger. The Media sector is managed by Wilhelm R. Wessels. An online purchasing tool for office supplies has been available since the end of 2010. 5.2 Administration: Group-wide functions centralized The same applies for real estate management, where a centralized it-based contract management procedure was introduced together with a global provider. In the next step, contracts are continually reviewed and optimization potential identified using ongoing portfolio analysis. In Group Services in the GfK Group, the Finance, Legal Services and Transactions, Human Resources, Central Services and Corporate Communications departments fulfill centralized functions throughout the Group. The Finance department includes Group Accounting, Financial Accounting, Operational Accounting, Group Controlling, Tax and Group Treasury. The Legal Services and Transactions department deals with legal matters and compliance. 92_GfK Purchasing traditional capital goods is of minor importance for GfK and its business activities. The purchasing processes for which centralized purchasing or uniform standards are practical comprise it products and services, travel, office space and other items of standard office equipment. The Global Procurement Guidelines and Global Travel Policy were implemented to ensure uniform processes worldwide. < < back At the start of 2011, GfK began work to optimize its worldwide travel management with a travel agent. Implementation of an online booking tool that can be used worldwide, coupled with additional local support in the various countries, should lead to optimization of terms and conditions and hence a reduction in costs. All other purchasing processes are regulated in a set of guidelines and the individual departments are responsible for carrying out these processes in compliance with the specified regulations. — 9.2 Marketing: spotlight on industry events 8. environment — 9. corporate communications and marketing Corporate Communications is responsible Group-wide for the GfK Group’s communications. The division is divided into three departments: Press Relations, Internal Communications/Corporate Identity and Investor Relations. The Investor Relations department and its duties are outlined separately in the chapter “GfK Shares” (pages 27ff) in the Image section of this Annual Report. 9.1 Communications: international networking Communications using digital media and international networking are becoming increasingly important for GfK. Of the press releases published on the Group’s international website www.gfk.com, 31 % are focused on Germany, while 60 % center on other countries or the findings of multi-country surveys. A year earlier, press releases from Germany still accounted for 43 %, with a total of 30 % attributable to press releases from other countries and multi-country surveys. The three sectors Custom Research, Retail and Technology and Media internationally linked and centralized their communications and marketing in 2010. In the Press Relations division, this is reflected in the adjusted organizational structure, which is tailored to the needs of the three sectors, thereby strengthening the communications interface with operating activities. In 2010, the use of digital media was expanded and four videos of ceo Professor Dr. Klaus L. Wübbenhorst talking about GfK’s financial figures were published on the Group website for the first time. Corporate Communications also began to introduce social media channels on GfK websites. The GfK Group subsidiaries conduct their marketing activities independently but in close consultation with Corporate Communications. Trade fairs and conferences are a key element of marketing within the GfK Group. GfK appeared as the main sponsor at the major international market research trade fairs such as the arf (Advertising Research Foundation) Annual Convention in New York and the Annual Conference of market research association esomar in Athens. GfK companies worldwide also support national industry events, presenting papers and holding workshops on behalf of GfK. — 10. internal control system for accounting The GfK Group’s internal control and risk management system comprises the principles, structures, processes and measures introduced by the company management which are set to ensure the commercial success of the company, the correctness and reliability of internal and external financial reporting as well as compliance with the appropriate laws and standards. Control environment and control activities The control environment of the GfK Group is essentially characterized by the existing rules of conduct and the resultant attitudes and actions of each employee. The foundation on which this conduct is based is derived from the company guidelines with which every employee undertakes to comply (Code of Conduct, Corporate Values). Implementing these guidelines ensures responsible corporate governance and adherence to fundamental ethical and moral values in the workplace. The extensive guidelines also represent another essential element of the internal control environment. These guidelines standardize the main financial processes in the GfK Group to ensure the quality of working results remains high. MANAGEMENT REPORT The careful and responsible use of natural resources is important to the GfK Group. Through internal guidelines and recommendations, all employees are therefore urged to optimize consumption and observe the principles of environmental protection when carrying out their business activities and using consumables. The Central Services and it Services departments are responsible for the purchase and appropriate disposal of materials in Germany. Outside Germany, the individual GfK companies are responsible for these activities themselves. Internal Audit plays an important role in this regard. In addition to regular auditing of the appropriateness of and compliance with guidelines and measures, Internal Audit makes recommendations to optimize existing processes (best practice). Corporate Communications produced a total of eleven in-house communications videos for employees. The topics covered included ceo webcasts on financial figures, GfK’s brand positioning and strategy, and compliance. Corporate Communications informed employees of news throughout the Group in 33 international and 15 German newsletters sent out by email. In December, GfK published Social Media Guidelines offering guidance on how employees can appropriately represent the company in social networks, blogs, forums, online lexica and microblogging services, as well as photo and video platforms. forward > > GfK_93 Opportunity and risk position Whistleblowing – taking the initiative: GfK encourages all staff to report any actual or suspected infringements of any statutory or internal regulations. Staff members can contact their superiors, GfK se Human Resources or GfK se Internal Audit. If employees do not wish to use these channels, they can also make an anonymous report to an external ombudsman under the terms of GfK’s whistleblowing regulations. and financial management. This ensures compliance with guidelines and internal processes and at the same time, the decisions taken are practical decisions from both an operational and financial point of view. These decisions and the associated approvals must also be documented. Risk monitoring at GfK is carried out on a continuous basis. Each employee is responsible for monitoring risk in his or her environment. For risks that have already been identified, risk owners are in place. These individuals monitor the actual risk using specific early warning indicators and defined ratios according to the type of risk. If a change in the risk position is evident, countermeasures can be fine-tuned in good time. Information and communication GfK has open information and communication structures. This ensures that amendments to laws, guidelines and instructions are actively conveyed and made permanently available to employees. All guidelines are accessible worldwide on the intranet. GfK has comprehensive and regular risk and financial reporting in place, through which corporate management and the Supervisory Board is promptly and comprehensively informed of the company’s risk situation. In addition to the standardized reporting, the Management Board is directly informed on an ad hoc basis in the event of the sudden occurrence of material risks and in the event of instances of fraud (ad hoc reporting). — 11. opportunity and risk position 11.1 Principles of opportunity and risk management: integrated system The opportunity and risk management system represents an integrated system which provides for the identification and management of the entire range of possible opportunities and risks in the individual GfK companies, GfK sectors and the GfK Group. The integrated system is enshrined in Risk Management Guidelines which apply worldwide and regulate all risk policy principles, responsibilities, processes and risk reporting. The guidelines can be accessed by all employees on the intranet, gfk4u. Monitoring MANAGEMENT REPORT Risk monitoring at GfK is essentially carried out via a system of checks and balances and documented controls. Specified business transactions must be approved by both the operational management GfK Group integrated opportunity and risk management system Supervisory Board Management Board Opportunity and risk reporting Annual risk inventory Ad hoc reporting Group level Identification Assessment Management Sector level Risk and opportunity process Company level Responsibilities Risk Management Committee Risk management coordinators Principles of risk management 94_GfK < < back Risk owners • Only those risks which are known can be controlled and managed. • Risks are systematically assessed, communicated and prioritized. • Risk management is a duty for everyone. Responsibilities Risk Management Committee: Under the terms of its overall responsibility for the opportunity and risk management system, the Management Board has established a Risk Management Committee, which is tasked with the central coordination and continual further development of the risk management system. Its standing members include the cfo/hr Director as Chairperson, the Global Head of Corporate Finance, as well as an employee responsible for risk management from the Group Controlling department. The Committee is charged with identifying the relevant risks and informing the Management Board and Supervisory Board of the current risk position within the Group. Risk management coordinators: The direct responsibility for early identification, management and communication of risks locally lies with the business management 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 owners: For each identified risk, a risk owner is nominated in whose remit the risk lies. The risk owner is tasked with actively managing the risk and taking appropriate countermeasures to prevent the risk occurring or mitigate the potential loss or damage. The risk owner can be an individual employee or a group of employees at management level. Process and reporting The risk process at Group level, sector level and company level comprises the three steps of identification, assessment and management. Every employee is responsible for identifying risks within his or her remit. This is carried out either within the respective local GfK companies, by the sector management team at sector level or, where the risk affects the whole GfK Group, at Management Board level. Subsequently each risk is assessed using the criteria “probability of occurrence” and “potential severity of loss”. Specified materiality thresholds determine whether the identified risk constitutes a material risk. As part of risk management, measures are defined and implemented to prevent the risk occurring or to The identification of opportunities is mainly carried out at sector level. This ensures integration in the respective sector strategy, thereby anchoring risk and opportunity management in the strategy of the sectors and ultimately, the Group. Risk reporting is carried out via an annual risk inventory and ad hoc reporting. The annual risk inventory ensures a comprehensive assessment of the overall risk situation of the GfK Group. In principle, all GfK companies are obliged to conduct an annual risk inventory. To obtain a complete picture of the risk situation for the Group, fixed risk areas are defined within which the potential individual risks of the companies are assessed. Once the reported risks have been validated and aggregated at sector level, sector-specific opportunity and risk workshops are held. The aim is to identify material sectorrelevant risks across all companies, whereby individual risks can be leveled out or risks aggregated and reassessed at sector level. Risk inventory process 2010 Preparation & documentation MANAGEMENT REPORT To safeguard the continued success of the GfK Group in the market, the GfK Group must consistently exploit opportunities as they arise. At the same time, the manner in which risks are taken has to be acceptable from both a business and ethical perspective. To this end, 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, which are integrated in GfK’s structures and business processes, are: significantly reduce the severity of the loss for GfK in the event of occurrence. Risk management also comprises continual monitoring of the individual risk identified in order to be able to react promptly to possible changes. Validation & reporting Selection of companies with mandatory risk reporting Distribution and completion of risk checklists Risk checklists - companies Principles of risk management Validation and analysis at sector level Opportunity and risk workshop at sector level/ preparation of sector checklist Analysis at Group level Risk and opportunity report for the Management and Supervisory Boards forward > > GfK_95 Opportunity and risk position Changes in the risk situation during the year are covered by ad hoc reporting and reported at Management Board level. Every GfK company is obligated to report new risks as well as changes in existing material risks via their monthly business activity reports. The Risk Management Committee must be informed directly if the potential loss severity of new risks arising during the year is significant and action at sector and Group level is required. 11.2 Assessing opportunities and risk: details Macro-economic factors The economy: At the end of financial year 2010, economic indicators and other signs increasingly showed that the international financial crisis had been overcome in large areas of the world. Germany’s impressive economic recovery is likely to continue in 2011 and an upturn in demand and fall in unemployment is also expected in the usa. The situation is more critical in some eu countries, and the risk of a two-speed Europe has not yet been banished and is contingent on European monetary policy and national fiscal policy. The GfK Group operates worldwide and is highly diversified in terms of its client, market and product portfolios, enabling it to cope with a renewed economic downturn in some countries. In addition, the stronger accent on Asia and Latin America as growth regions gives GfK good opportunities for further positive development in the global market. MANAGEMENT REPORT Consequently, the GfK Group does not anticipate any significant risks arising from macro-economic development. Industry: The market research industry will benefit from the improved economic framework conditions. Development in the industry has tracked global development in the past and as the global outlook is very positive, the market research sector is expected to expand worldwide. However, growth rates will differ from region to region. While only moderate growth is expected in North America, development in market research sales in Asia and Latin America will be much more dynamic. Germany will remain the engine of growth in Europe. With its global network, the GfK Group is a full service provider offering a wide spectrum of surveys and analyses and is therefore superbly placed not only to meet the challenge of fiercer competition in the industry, but also to benefit from the positive trends in the emerging countries. Globalization and changes in consumer behavior mean that companies are in greater need of advice with regard to their marketing decisions. Information on the sales potential of a product in different markets is therefore becoming increasingly important. At the same time, more and more purchase decisions are made with the aid of new media and take account of ecological aspects. With its wide range of methods to measure the usage of digital media and its advice on strategy, the GfK Group is ideally positioned to provide its clients with the optimum decision-making basis. 96_GfK < < back Individual risks and opportunities Sector opportunities and risks: All GfK sectors are seeing an increase in competition, for example through the entry of local market research companies. There is persistently fierce competition for the marketing budgets of major companies; however, the dependency of the GfK Group on such major companies continues to remain limited. The share of Group sales accounted for by the 10 top clients is unchanged at 15 %. No sector generates more than 5 % of Group sales with a single client. 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. The specific risks and opportunities in the individual GfK sectors are explained below. Custom Research: The portfolio comprises continuous data gathering, such as from the household panel, and ad hoc surveys tailored exclusively to individual questions. In syndicated business, largescale surveys are carried out in advance and then offered to the market. The main risks in the sector are as follows: In the ad hoc sector in particular, there is strong competition from small local providers, as well as from international market research companies. These local competitors frequently only service niche markets and can offer substantial price advantages through their lean cost structures. GfK counters this risk by continually optimizing its own cost structures and developing high quality surveys prepared using the latest methods which offer customers considerable quality benefits. One impact of the global financial and economic crisis has been the cut in market research budgets at many companies and public organizations as part of cost-saving measures. Through its continually refined offering, modern research methods and longstanding customer relationships, GfK is also well equipped to face this challenge. In syndicated business, the risk relates to the fact that large-scale surveys are carried out in advance without a fixed buyer in place for the data that is gathered. However, this type of business is predominantly on offer where the experience of the past shows that there are likely to be takers. Changes in consumer behavior constitute another risk. In particular, decisions made and implemented with the aid of new media require new market research methods and technologies. GfK started work on developments in this area at an early stage and has progressed this by the acquisition of interests in nurago and SirValUse. Both companies have developed pioneering technologies for the collection of market research data in the digital age. Overall, the Custom Research sector is well equipped to deal with these risks. Long-standing customer relationships and a comprehensive portfolio of products and services provide GfK with a solid foundation for success, as do its valuable databases, comprehensive household panels and high data quality. Promising opportunities could also lead to additional growth. With its global operations approach, GfK offers its major international clients uniform data quality and reporting standards. This is a key aspect for major clients and allows special market research instruments to be used under different local and regional conditions. Expanding its presence in the growth regions of Asia and the Pacific and Latin America is one of the greatest opportunities for the sector. Although the trend towards using new media for purchase decisions poses a threat to traditional business models, it also offers huge opportunities. GfK already successfully links purchases of fast moving consumer goods with online advertising and further expansion of online research is one of the company’s key aims. In the wake of global convergence of mobile internet use, the GfK Media Efficiency Panel (mep) and special software enable the company to obtain market data on the use of mobile devices. The Custom Research sector sees further potential in consistency in its own product portfolio and service offering worldwide. This will enable synergies to be leveraged and cost-savings potential realized, while ensuring global cooperation within the GfK network at the same time. Retail and Technology: GfK is a leading global provider in this sector and is distinguished above all by its global network, based on a uniform production and reporting system (GfK StarTrack) as well as its own extensive database. Measures were successfully implemented in the past financial year, with the result that the previous risks in Retail and Technology are no longer categorized as material. An optimized contingency plan was established to counter risk on the data procurement side. The risk of losing major clients has also become less pronounced. The very high level of customer loyalty and high quality offering ensured an excellent follow-on order rate among these clients. The strategic focus of the sector also opens up numerous opportunities: Development of GfK StarTrack Explorer, which allows clients to create and call up reports that are tailored to their own individual requirements. By expanding the range of functions on offer, GfK is further increasing its technological lead in the market and consequently enhancing customer loyalty. At the same time, the aim is to optimize reporting frequency – right up to calling up market data in real time. The offering is being continually expanded with new products and services, which have attracted new client groups. For example, the Retail and Technology sector has already established a tourism panel and is delivering the first reports to renowned travel agents. The aim is to extend the customer base to include airlines and travel destination countries. The market position is being further expanded with new services such as GfK Total Store Reporting, which provides an overview of the full range of items. The mobile web is also of particular importance for Retail and Technology. Mobile internet use is currently growing worldwide as fast as the internet itself once did. All activities of mobile internet users can be measured in real time using GfK Network Intelligence Solution (GfK nis). For example, it can evaluate how many people were online using what devices, what websites they visited and for how long. The particular feature here is that GfK nis tracks the whole market across providers within all of the mobile phone networks cooperating with GfK. The data is gathered on an anonymized basis and evaluated so that the user cannot be identified by name. GfK nis has already been successfully tested in several countries. The Retail and Technology sector is also set to drive forward expansion of the international network. The aim is to increase the company’s presence in Africa, Asia, Latin America and Eastern Europe. A significant share of sector sales is already generated in these growth markets and substantial sales increases continue to be achieved by rolling out established products and services in countries that were not previously covered. Media: The Media sector prepares studies on tv and radio audience research as well as on print media (for example, newspapers and magazines). The opportunity and risk situation arises from current developments in these client segments. Traditionally, tv and radio research is characterized by long-term client contracts. Although the dependency on major clients presents a risk, it is also associated with a certain amount of opportunity potential. Through our long-standing cooperation with clients, we have acquired specific expertise which is leveraged as a competitive advantage. MANAGEMENT REPORT Further expansion of global key account management for major customers is set to facilitate cross-sector offerings around the world. As in previous years, market conditions for print media remain difficult. Publishers are cutting market research budgets, thereby increasing the pressure on costs and prices for market surveys. Alongside intensive customer services, this risk will be countered through the market launch of innovative products, in particular. Overall, the media market is dominated by extensive changes. New receiver technologies, digitization and changes in tv viewing habits present complex challenges for tv audience measurement in particular. The mobile tv offering is constantly growing for example. GfK is very well positioned in this market and sees considerable opportunity potential for the future here. The new ums technology will allow integrated measurement of tv, radio and internet usage in the future. Through instruments such as MediaWatch, GfK provides mobile data metering for out-of-home viewing, including watching giant tv screens in public spaces at major events. The new GfK tc Score measuring technology enables time-delayed tv viewing to be measured. The development of the Evogenius international software platform represents a contemporary, holistic instrument for the production and analysis of media usage data. The Media sector intends to develop markets for its product portfolio in new countries by establishing a global sales and marketing department. forward > > GfK_97 Opportunity and risk position Personnel risks: The changed economic environment has also affected the labor market. As before, recruiting and retaining qualified staff remains one of the most important tasks for GfK companies. GfK offers a varied qualification and training program and is constantly working to optimize its personnel concepts in order to recruit, integrate and keep management and specialist staff in the longer term. Financial risks: GfK’s arrangements to cover its financing requirement include a syndicated banking facility comprising a variable revolving credit line. Around 55 % of the syndicated credit line totaling eur 250 million had been drawn down at the year-end. This credit line is available to GfK se in full until 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 91 million at its disposal. The GfK Group secured additional liquidity through bilateral bank loans of eur 70 million with a term of up to five years. In total, on the reporting date the unutilized credit lines amounted to eur 204.0 million (2009: eur 165.7 million). The funding elements indicated and an existing cash holding of around eur 54.8 million at the reporting date assure the Group’s liquidity. MANAGEMENT REPORT The covenants agreed for the syndicated credit facility and the loan notes were comfortably met in all reporting periods in 2010. As a result, the credit margins for the GfK Group improved substantially compared with 2009. Foreign currency risk: As a global company, the GfK Group is exposed to currency 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. As a result of the high level of local business, all GfK operating companies have sales and expenses in the local currency and the currency risk of the GfK Group is therefore restricted. Group guidelines also require all GfK companies to monitor their currency risks and hedge against currency fluctuations for projects over a certain size. 98_GfK < < back As a rule, GfK provides in-house financing in local currency for subsidiaries. The ensuing currency risks are hedged by Group Treasury using derivatives, among other means. Hedging transactions usually run for a maximum of 15 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 results from the conversion of the balance sheets and income statements of GfK companies outside the eurozone into euros, the reporting currency of the GfK Group. These translation-related effects are shown under equity in the GfK consolidated financial statements. Participations are covered by natural hedges. 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 pursuant to ias 39 for this long-term financing, and valuation effects are reported under equity accordingly. Interest rate risk: At GfK, interest rate risks mainly arise for financial liabilities. The majority of the interest rate hedges relating to the financing of the nop World acquisition expired in April and the GfK Group was able to benefit from low short-term interest rates in 2010. At the same time, new fixed-rate agreements for eur 70 million with terms of up to five years were concluded in 2010. As at December 31, 2010, GfK se had hedged around 29 % of its financial liabilities with fixed-rate agreements. The proportion of financial liabilities with interest rate hedging was down on the previous year (40 %). As at the reporting date, the interest rate hedges had a negative fair value of eur 0.2 million (2009: eur 1.2 million). The transactions are only conducted with reputable German and international banks with first class credit standing and an s&p rating of between aa- and bbb-. In addition, the counterparty risk is reduced as transactions are spread across several banks. GfK is involved in civil proceedings in a number of different countries, which are based on various legal grounds. However, the management does not believe that these present any significant risk to the GfK Group. Risks ensuing from acquisitions: The acquisition of new companies and their integration into the Group is associated with risks. To counter these risks, GfK has established extensive due diligence processes and proven post merger integration procedures. Company valuations are carried out using varying methods and business plans are critically reviewed. 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. GfK has taken all necessary measures at its central computing center location in Nuremberg to ensure the greatest possible it operating security and these measures are updated on an ongoing basis. The Group-wide it security policy based on the recognized British Standard 7799, adopted by the Management Board, was implemented worldwide in 2008 and specifies the mandatory it security standards for the Group. The “moveIT” project involves 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 measures, 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. 11.3 Assessing risks and opportunities: overall view 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 that incorporates state-of-the-art technology and 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. The following table provides an overview of the key points relating to the risks and opportunities for the GfK Group: Strengths Internal factors – broad, high quality and innovative portfolio of services and products – strategic consultancy – continual expansion of the offering Weaknesses – dependence on major customers – heterogeneous structures in regions on account of acquisitions – international network – high level of customer loyalty – high level of staff expertise Opportunities External factors – global expansion of market research industry, especially in the regions of Asia and Latin America Risks MANAGEMENT REPORT Legal risks: In many countries, such as Brazil, Germany, France and the uk, 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 adjusts the employment terms to the respective national legislation. – fiercer competition and pressure on prices in market research industry – cuts in market research – increasing need for informabudgets on customers’ side tion and advice on customers’ – new consumer trends due side as a result of new conto technology advances sumer trends (e.g. use of new media, ecological viewpoint) – changes in legislation – Demand for high quality products 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. it audits also form an integral component of the audit conducted by the Internal Audit department and are carried out locally by it specialists. No major it risks are currently identified in the GfK Group. Other risks: As part of the established risk management system, continual monitoring is carried out to check whether other risks have arisen and whether countermeasures need to be taken. Risks relating to losses and liabilities are either covered locally or by Group-wide umbrella insurance. No substantial risks relating to research and development activities are currently identified. The development of large-scale, costintensive innovation projects is monitored via regular reporting. No material other risks are currently identified in the GfK Group. forward > > GfK_99 Outlook — 13.2 Market research sector: looking to the future 12. major events since the end of the financial year On February 23, 2011, the long-standing ceo of GfK se, Professor Dr. Klaus L. Wübbenhorst, advised the Supervisory Board that for personal reasons he will not be extending his contract, which runs until the end of July 2012. The Chairman of the Supervisory Board, Dr. Arno Mahlert, expressed his regret regarding the decision and thanked Dr. Wübbenhorst for his extraordinary services to the company. On January 1, 2011, GfK increased its holding in SirValUse Consulting, the market leader for user experience consulting, by 20 % to a total of 60 %. It also increased its holding, through an indirect participation, in nurago, one of the world’s leading experts in digital brand, media and usability research, by 20 % to a total of 60 %. The companies are fully consolidated as of January 1, 2011. Customers include numerous international companies in the services sector and trade and industry, such as Google, Deutsche Telekom, otto, eBay, lg and Samsung. Major changes in the GfK network since the end of the financial year Company MANAGEMENT REPORT SirValUse Investment activity Stake changes in % Sector Region Share increase from 40 to 60 Custom Research Germany — 13. outlook * 13.1 Macro-economic situation: continued recovery with residual risk Although global economic output continues to grow, expansion in 2011 will be lower than in the previous year. In the first instance, in many national economies there is an absence of domestic demand as a driver and in the second, some emerging countries have used monetary and fiscal policy instruments to slow their economies to prevent overheating. The International Monetary Fund therefore expects global economic growth of 4.4 % in 2011 compared with 5.0 % in 2010. The strained situation in financial markets remains a residual risk for further economic development. From a European perspective, the debt crisis could lead to exchange rate fluctuations and a slowdown in domestic demand in particular. Financial year 2010 was an excellent year for GfK. In the year as a whole, the Group increased its sales by 11.1 % to eur 1,294.2 million. Organic sales growth totaled 7.2 % and at 14.3 %, the margin outstripped the company’s own forecast. Growth impetus came from all regions. Double-digit organic growth in sales was achieved in Germany, Central and Eastern Europe and Latin America. GfK benefited from the rapid recovery in these regions and the company’s consistent global focus. Globalization will remain a key topic for the market research industry in the future as well. Only a global full-service organization knows the particular features of a local market, can work in the relevant language and can link the information to an international, comprehensive picture made up of comparable individual components. To continue its success in the international arena, GfK is investing in standardizing methods, software and survey contents. In addition to globalization, the internet will dominate the process of change in the market research industry. For example, the internet will soon be the most important platform for market research and is also becoming increasingly important as an object of research itself. Monitoring types of usage and measuring the impact of online advertising are just two examples of this. The opinions on goods and services that are posted on the web are of key importance and have a major influence on consumer behavior. Known as the “online buzz”, the opinions of consumers published on the internet can determine the success or failure of brands and products. Analyzing the online buzz will be a key task for market research going forward, and GfK already offers its clients various services in this field. Digitization and the ensuing flood of data represents another challenge for the market research industry. To date, its main task has been to gather representative data. In future, however, the service provided by market research will not be limited to optimum data procurement; it will have to condense and analyze the data flows gained through new technologies and the online buzz and translate these into recommendations for action. A market research organization such as GfK does not just present the data freely obtainable from the internet, but acts as an information specialist and expert in consumer insights. Strategic client consulting is firmly embedded in GfK’s own corporate strategy as fact-based consultancy. Digitization will also speed up the processes of data collection and analysis. GfK is well aware of the growing importance of fast access to information and the international expansion of computer-aided interviews follows this trend. In its retail panel, In addition, increased inflation expectations harbor risks of interest rate rises, which could hamper economic recovery. 100_GfK * The outlook contains predictive statements on future developments, which are based on cur- ability to achieve targets are described under “risk position” in the Management Report. If these rent management assessments. Words such as “anticipate”, “assume”, “believe”, “estimate”, or other uncertainties and unforeseen factors arise or the assumptions on which the statements “expect”, “intend”, “could/might”, “planned”, “projected”, “should”, “likely” and other such are based prove to be incorrect, actual results could materially differ from the results indicated terms are statements of a predictive nature. Such predictive statements contain comments on or implied in these statements. We do not guarantee that our predictive statements will prove to the anticipated development of sales proceeds and income for 2011. Such statements are subject be correct. The predictive statements contained herein are based on the current Group structure to risks and uncertainties, for example, economic effects such as exchange rate fluctuations and and are made on the basis of the facts on the day of publication of the present document. We do changes in interest rates. Some uncertainties or other unforeseen factors which might affect not intend or accept any obligation to update predictive statements on an ongoing basis. < < back GfK has already adjusted its reporting to the weekly product change on the shelves for many product groups and countries. And through its online co-creation platform, the Custom Research sector is bringing clients and their end consumers together in real time, regardless of where they are located. GfK therefore not only has a global presence, but is able to react flexibly to challenges in the industry as a result of the extensive methodological expertise of its staff. The Management Board believes that as a broad-based enterprise specializing in market research, the GfK Group is superbly positioned to balance out economic fluctuations. GfK will therefore be in a position to secure sustainable growth in sales and income in the medium term. Nuremberg, March 17, 2011 13.3 Outlook and order intake Assuming a sustained economic upturn, GfK expects organic growth in sales of around 5 % to 6 % for financial year 2011, based on the companies included in the scope of consolidation at the start of the year. All three sectors will contribute to this with positive organic growth in sales. Despite planned investments, especially in the digital segment and in growth regions, GfK is setting itself a challenging target for its margin, that is the ratio of adjusted operating income to sales, of at least 14.3 %. — Prof. Dr. Klaus L. Wübbenhorst — Pamela Knapp 2011 is already off to a promising start. As at the end of February 2011, the order book covers a total of 43.2 % of expected annual sales (previous year: 41.1 %). — MANAGEMENT REPORT Dr. Gerhard Hausruckinger — Petra Heinlein — Debra A. Pruent — Wilhelm R. Wessels forward > > GfK_101 102_GfK < < back Consolidated income statement 104 Consolidated statement of comprehensive income 105 Consolidated balance sheet 106 Consolidated cash flow statement 107 Consolidated equity change statement 108 Notes to the consolidated financial statements for 2010 110 Supervisory Board 148 Management Board 149 Shareholdings of the GfK Group 150 FINANCIAL STATEMENTS Financial statements of the G f K Group Declaration on the German Corporate Governance Code 156 Auditor’s report 157 forward > > GfK_103 Consolidated incom e statem ent of th e g gfkk Grou p in accordance with ifrs in eur ‘000 for the period January 1 to December 31, 2010 Note 2010 Sales 5. 1,164,532 1,294,208 Cost of sales 6. – 813,234 – 872,344 351,298 421,864 – 268,094 Gross income from sales Selling and general administrative expenses 7. – 250,340 Other operating income 8. 24,000 19,602 Other operating expenses 9. – 36,052 – 36,631 88,906 136,741 Operating income1) Income from associates 3. 3,820 3,489 Other income from participations 3. 66 340 92,792 140,570 ebit Other financial income 12. 6,140 12,225 Other financial expenses 13. – 23,473 – 28,037 75,459 124,758 – 14,935 – 40,774 Consolidated total income 60,524 83,984 Attributable to equity holders of the parent: 50,975 71,651 9,549 12,333 60,524 83,984 Income from ongoing business activity Tax on income from ongoing business activity 14. Attributable to minority interests: Consolidated total income FINANCIAL STATEMENTS 2009 Basic earnings per share (eur) 15. 1.42 1.99 Diluted earnings per share (eur) 15. 1.42 1.99 1) Reconciliation to internal management indicator “adjusted operating income” amounting to eur 184,986 thousand (2009: eur 147,154 thousand) is shown in the Management Report. 104_GfK < < back Consolidated statement of comprehensive income of th e g gfkk Grou p in accordance with ifrs in eur ‘000 for the period January 1 to December 31, 2010 Note Consolidated total income 2009 2010 Pre-tax amount Tax effect Post-tax amount Pre-tax amount Tax effect Post-tax amount 75,459 – 14,935 60,524 124,758 – 40,774 83,984 Currency translation differences 24. 13,058 0 13,058 57,990 0 57,990 Valuation of net investment hedges for foreign subsidiaries 29. 3,919 – 1,233 2,686 – 2,531 797 – 1,734 Changes in fair value of cash flow hedges (effective portion) 29. – 594 187 – 407 622 – 196 426 – 21 5 – 16 –3 0 –3 25. – 4,605 1,123 – 3,482 – 9,549 1,523 – 8,026 Other comprehensive income 11,757 82 11,839 46,529 2,124 48,653 Total comprehensive income 87,216 – 14,853 72,363 171,287 – 38,650 132,637 Changes in fair value of securities available-for-sale Actuarial gains/losses on defined benefit plans Attributable to: Minority interests Total comprehensive income 62,646 118,351 9,717 14,286 72,363 132,637 FINANCIAL STATEMENTS Equity holders of the parent forward > > GfK_105 Consolidated balance sh eet of th e g gfkk Grou p in accordance with ifrs in eur ‘000 as at December 31, 2010 Note 31.12.2009 31.12.2010 assets Goodwill 16. 791,075 838,748 Other intangible assets 16. 201,765 210,997 Tangible assets 17. 104,820 108,387 Investments in associates 18. 11,491 17,318 Other financial assets 18. 9,544 11,015 Deferred tax assets 14. 32,600 38,901 Non-current other assets and deferred items 19. 6,634 6,826 1,157,929 1,232,192 Non-current assets Trade receivables 20. 270,683 315,569 Current income tax assets 14. 18,243 13,307 Securities and fixed-term deposits 21. 957 1,382 Cash and cash equivalents 22. 42,361 54,755 Current other assets and deferred items 19. Current assets Assets 31,268 32,703 363,512 417,716 1,521,441 1,649,908 equity and liabilities Subscribed capital 150,297 151,157 Capital reserve 197,278 206,868 Retained earnings Other reserves Equity attributable to equity holders of the parent Minority interests FINANCIAL STATEMENTS Equity 24. 329,357 – 45,626 524,640 641,756 28,374 35,702 553,014 677,458 Long-term provisions 25. 65,687 81,965 Non-current interest-bearing financial liabilities 26. 360,893 326,324 Deferred tax liabilities 14. 69,896 72,175 Non-current other liabilities and deferred items 27. 3,389 4,456 499,865 484,920 16,531 Non-current liabilities Short-term provisions 25. 10,889 Current income tax liabilities 14. 25,291 25,919 Current interest-bearing liabilities 26. 136,225 102,597 Trade payables 3. 60,231 66,103 Liabilities on orders in progress Current other liabilities and deferred items 3. 27. 118,689 117,237 136,696 139,684 Current liabilities 468,562 487,530 Liabilities 968,427 972,450 1,521,441 1,649,908 Equity and liabilities 106_GfK 277,467 – 100,402 < < back Consolidated cash flow statem ent of th e g gfkk Grou p in accordance with ifrs in eur ‘000 for the period January 1 to December 31, 2010 Note Consolidated total income 2009 2010 60,524 83,984 Write-downs/write-ups of intangible assets 16. 44,127 31,875 Write-downs/write-ups of tangible assets 17. 22,131 23,266 Write-downs/write-ups of other financial assets Total write-downs/write-ups Increase/decrease in inventories and trade receivables 904 804 67,162 55,945 9,270 – 36,071 469 15,059 and liabilities on orders in progress Changes in other assets not attributable to investing or financing activity Changes in other liabilities not attributable to investing or financing activity Profit/loss from disposal of non-current assets 1,270 4,993 – 9,544 11,096 321 53 – 1,147 – 935 Increase/decrease in long-term provisions 7,980 12,511 Other non-cash income/expenses 3,296 9,338 16,394 16,644 Non-cash income from associates Net interest income 3. 12., 13. Change in deferred taxes 14. – 17,479 – 4,763 Current income tax expense 14. 32,424 45,473 – 36,290 – 41,316 134,650 172,011 Cash outflows for investment in intangible assets – 18,650 – 26,490 Cash outflows for investment in tangible assets – 30,328 – 22,118 Cash outflows for acquisitions of consolidated companies and other business units, net of cash acquired – 54,770 – 35,070 – 2,893 – 5,927 1,666 1,104 Taxes paid a) Cash flow from operating activity 30. Cash outflows for other financial assets Cash inflows from disposal of intangible assets Cash inflows from disposal of tangible assets Cash inflows from the sales of consolidated companies and other business units, net of cash disposed of Cash inflows from disposal of other financial assets 298 559 28 204 288 1,548 – 104,361 – 86,190 b) Cash flow from investing activity 30. Cash inflows from equity contributions 24. 0 10,450 Cash outflows to equity holders of parent 24. – 16,536 – 10,784 Cash outflows to minority interests Cash inflows from loans raised Cash outflows from repayment of loans Interest received Interest paid c) Cash flow from financing activity 30. – 6,920 – 6,203 154,047 78,422 – 142,391 – 135,783 3,447 3,182 – 17,876 – 16,231 – 26,229 – 76,947 FINANCIAL STATEMENTS Increase/decrease in trade payables Changes in cash and cash equivalents (total of a), b) and c)) 4,060 8,874 Changes in cash and cash equivalents owing to exchange gains/losses and valuation 1,631 3,520 Cash and cash equivalents at the beginning of the period 22. 36,670 42,361 Cash and cash equivalents at the end of the period 22. 42,361 54,755 forward > > GfK_107 Consolidated equity change statem ent of th e g gfkk Grou p in accordance with ifrs in eur ‘000 for the period January 1 to December 31, 2010 Attributable to equity holders of the parent Balance at January 1, 2009 Subscribed capital Capital reserve Retained earnings 150,297 197,278 244,957 Total comprehensive income for the period: Consolidated total income 50,975 Other comprehensive income: Foreign currency translation differences Net gain/loss on hedge of net investment in foreign operation Effective portion of changes in fair value of cash flow hedges, net of tax Net change in fair value of available-for-sale financial assets, net of tax Defined benefit plan actuarial gains and losses, net of tax Other comprehensive income Total comprehensive income for the period – 3,490 0 0 – 3,490 0 0 47,485 Transactions with owners, recorded directly in equity: Dividends to shareholders – 16,536 Other changes 1,561 0 0 – 14,975 Balance at December 31, 2009 150,297 197,278 277,467 Balance at January 1, 2010 150,297 197,278 277,467 Transactions with owners, recorded directly in equity Total comprehensive income for the period: Consolidated total income 71,651 Other comprehensive income: Foreign currency translation differences Net gain/loss on hedge of net investment in foreign operation Effective portion of changes in fair value of cash flow hedges, net of tax Net change in fair value of available-for-sale financial assets, net of tax Defined benefit plan actuarial gains and losses, net of tax Other comprehensive income Total comprehensive income for the period – 8,076 0 0 – 8,076 0 0 63,575 860 9,590 Transactions with owners, recorded directly in equity: FINANCIAL STATEMENTS Contributions by and distributions to owners: Issuing of new shares Dividends to shareholders – 10,784 Changes in ownership interests in subsidiaries that do not result in a change of control: Acquisition of minority interests – 623 Other changes Transactions with owners, recorded directly in equity Balance at December 31, 2010 Note 108_GfK < < back – 278 860 9,590 –11,685 151,157 206,868 329,357 24. 24. 24. Other reserves Translation reserve Hedging reserve Fair value reserve Total Minority interests Total equity – 131,061 15,494 4 476,969 23,327 500,296 50,975 9,549 60,524 12,898 160 13,058 2,686 2,686 2,686 – 407 – 407 – 407 – 16 – 16 – 3,490 – 16 8 – 3,482 12,898 2,279 – 16 11,671 168 11,839 12,898 2,279 – 16 62,646 9,717 72,363 – 16,536 – 7,399 – 23,935 1,561 2,729 4,290 0 0 0 – 14,975 – 4,670 – 19,645 – 118,163 17,773 – 12 524,640 28,374 553,014 – 118,163 17,773 – 12 524,640 28,374 553,014 71,651 12,333 83,984 56,087 1,903 56,087 – 1,734 426 –3 57,990 – 1,734 – 1,734 426 426 –3 – 8,076 –3 50 – 8,026 56,087 – 1,308 –3 46,700 1,953 48,653 56,087 – 1,308 –3 118,351 14,286 132,637 – 10,784 – 6,540 – 17,324 – 623 – 514 – 1,137 – 278 96 – 182 10,450 FINANCIAL STATEMENTS 12,898 10,450 0 0 0 – 1,235 – 6,958 – 8,193 – 62,076 16,465 – 15 641,756 35,702 677,458 24. 29. 24. forward > > GfK_109 Notes to the consolidated financial statements for 2010 — 1. general information — 2. consolidation principles 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 Aktiengesellschaft. GfK se and its subsidiaries (the GfK Group) are among the world’s leading market research companies. The GfK Group provides information services for its clients in the consumer goods, retail and services industries and media, which they use in marketing decision-making. 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. 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 2010 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 Section 315a (1) of the German Commercial Code (hgb) have been considered when preparing the consolidated financial statements. 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 37. 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. 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 GfK se shareholdings is provided in Section 41. of 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. From financial year 2010 onwards, GfK applies the revised version of ifrs 3 (“Business Combinations”) and the amendments to ias 27 (“Consolidated and Separate Financial Statements”). Material changes relate to 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. In such cases, the goodwill is determined at the time when control was gained and is the difference between the remeasured carrying value of investment plus acquisition costs for buying the new shares less the pro rata net assets attributable to GfK. Changes in the participation quota without change of control are to be recorded solely as equity transactions. Incidental acquisition costs in connection with business combinations are no longer capitalized from 2010 onwards, but recognized as expenses. For possible adjustments to acquisition costs, as a result of future events which are recognized as liabilities at the time of acquisition, no adjustment is made to goodwill in the remeasurement for new liabilities from earn-outs and rights of minority shareholders to make delivery (put options and bonds) after January 1, 2010. Instead, these changes are reported under net financial income in the income statement. 110_GfK < < back All transactions and balances among 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 and asset movements are eliminated with impact on the income statement if they are significant. The exchange rates against the euro of the key currencies for the GfK Group are indicated in the table below. 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. Country 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. 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 at 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 mergers and 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 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 are reported in equity without impact on the income statement. Exchange rate differences arising from capital consolidation and differences arising from translation of the annual result in the balance sheet (reporting date rate) and the income statement (average rate) are reported in other reserves. Unit of currency Euro mean rate on balance sheet date 31.12.2009 31.12.2010 Euro average rate during reporting period 2009 2010 USA 1 USD 0.70 0.75 0.72 0.76 UK 1 GBP 1.13 1.17 1.12 1.17 100 CHF 67.42 79.97 66.36 73.05 1 SGD 0.50 0.58 0.49 0.56 100 JPY 0.75 0.92 0.77 0.87 Switzerland Singapore Japan 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 largely 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. Ad hoc research business is the 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. Ad hoc 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. FINANCIAL STATEMENTS From January 1, 2010, the consolidation on transition from equity valuation to full consolidation no longer takes place with no impact on the income statement, as was the case previously. The investment in the associate is valued at fair value at the time of the acquisition of additional shares with impact on the income statement. The acquisition costs included in capital consolidation comprise the fair value of the previously existing investment and the acquisition costs for the majority acquisition. Main currencies 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. forward > > GfK_111 Accounting policies 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 an ad hoc research contract. • If it is not yet sufficiently certain that enough purchasers will be found for a survey, the sale is 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 ad hoc research contracts. In all other business transactions, sales are only recognized once the work has been completed and invoiced. 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. 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 mainly include personnel expenses from the long-term incentive plans, as well as scheduled write-downs of additional assets identified on acquisitions and impairments of non-current assets. Other income from participations 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. ebit 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, as well as 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. FINANCIAL STATEMENTS Income from associates comprises income and expenses resulting from the valuation of pro rata shares in associates at equity. 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 companies and income and expenses from profit transfer agreements with these companies. 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. Other operating income and expenses Other operating income and expenses comprise income and expenses relating to operations, for 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. 112_GfK Income from associates < < back 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, transaction costs for loans from banks, expenses relating to writeoffs 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. 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. Income from ongoing business activity Earnings per share 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. 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, taking into account, on a pro rata basis, the options exercised during the financial year. Tax on income 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 at the reporting date. 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 sustained loss, otherwise the period of time assumed is shorter. Tax on items recognized directly in equity is not included in the income statement. No deferred taxes are amortized 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 three-year period, planned in detail, 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 are 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. 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. This remuneration, which is to be settled with equity instruments, was valued at the fair value on the grant date. The obligation was entered as expense in the income statement whilst the counter-entry was made under capital reserve. Long-term incentive plans 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 provisions is based on an actuarial opinion. From financial year 2010 onwards, a different arrangement applies for members of the Management Board of GfK se. The members of the Management Board are granted an individual bonus amount, half of which is converted into virtual shares and half into a performance-based long-term cash bonus. FINANCIAL STATEMENTS Tax on income from ongoing business activity comprises the current and deferred tax expense. The conversion into virtual shares of the target amount of virtual shares is based on the GfK share price in the 20 trading days preceding the start of the performance period. The shares may first be exercised after a four-year blocking period during a two-year exercise period in specific trading windows. If a dividend is paid to shareholders, the number of virtual shares increases in the corresponding value. The following applies to the performance-based long-term cash bonus: after expiry of a four-year performance period, the beneficiary is entitled to payment of an amount in cash. The amount is determined by the extent to which the specified performance target (average return on capital employed of GfK, or GfK roce, for the four-year period) was achieved by December 31 of the third year following the year in which the bonus was granted. Payment for the corresponding term is calculated on the basis of the audited financial statements. forward > > GfK_113 Accounting policies If the employment ends prior to expiry of the performance period as a result of notice being given or resignation, the bonuses granted to members of the Management Board of GfK se expire without compensation. 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 at 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, goodwill is allocated to four cash generating units corresponding to the sectors, matching the internal Group control. The cash generating units are therefore the three sectors Custom Research, Retail and Technology and Media, supplemented by 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 1.7 percentage points (2009: 1.7 percentage points). Similar to the discount interest rate, this deduction from the growth rate is derived from available external capital market data. FINANCIAL STATEMENTS 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 was 6.7 % to 7.0 % as at September 30, 2010 (2009: between 7.4 % and 7.7 %), depending on the cash generating unit. The discount rate before tax as at September 30, 2010 was 8.8 % to 10.1 %. The discount rate takes into account the respective equity and country risk as well as tax advantages from the external financing of the cash generating unit concerned. 114_GfK < < back 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 in the position which previously included the impairment. 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 market 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. Costs arising from the preparation and application phase and maintenance costs for current panels cannot be capitalized. They are included in expenses. Panel set-up costs are only subject to scheduled amortization if they are directly incurred in conjunction with a specific, fixedterm 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 Financial instruments Miscellaneous intangible assets include, in particular, software acquired, surveys, customer relations and brands. Financial instruments are contracts which result in a financial asset with one company and a financial liability or an equity instrument with another. 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 subject to diminishing balance amortization over a period of four to 22 years at an individually determined customer churn rate of between 7 % and 44.7 %. Financial liabilities regularly constitute a return entitlement in cash or other financial liabilities. At the GfK Group, they primarily comprise amounts due to banks, trade payables, liabilities under finance lease agreements and derivative financial instruments. 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. 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. The interest on borrowing relating to qualifying assets is capitalized. Intangible assets with an indefinite useful life are subject to an impairment test at least once a year. 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. Tangible assets Tangible assets are valued at cost less cumulative depreciation. The interest on borrowing relating to qualifying assets is 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. Financial assets and financial liabilities are recorded if the GfK Group is a contractual party in relation to a financial instrument. Useful life in years Administrative buildings it equipment 50 3 to 5 Cars and other vehicles Office equipment Office furniture 5 3 to 5 10 to 13 Financial assets are valued at fair value when they are first recognized. With regard to financial assets which are not subsequently valued at fair value and recognized in profit or loss, the transaction costs directly attributable to the acquisition are taken into account. The fair values stated on the balance sheet regularly correspond to the market prices of the financial assets. Where these cannot be determined directly on the basis of an active market, they are valued using standard market procedures (valuation models). These are based on instrument-specific market parameters. Non-interestbearing and low-interest financial assets with a term of more than one year are discounted. For financial assets with a remaining term of less than one year, it is assumed that the fair value corresponds to the nominal value. The item fixtures and fittings also includes unfinished technical equipment. 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. 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. The loans and long-term deposits reported under other financial assets are assigned to the loans and receivables category. They are valued at amortized cost using the effective interest rate method. 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. Financial assets held for trading purposes are valued at fair value. In addition to securities and fixed-term deposits, they include derivative financial instruments which are not linked to an effective hedge agreement according to ias 39 and whose classification as financial assets held for trading is therefore mandatory. Any gain or loss resulting from the subsequent valuation of financial assets that are held for trading is reported in the income statement. 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 expense. FINANCIAL STATEMENTS The GfK Group normally applies the useful life periods shown in the following table. Asset Financial assets comprise, in particular, cash and cash equivalents, equity instruments held in other companies (e.g. participations), trade receivables, other loans granted and receivables, and primary financial instruments and derivatives held for trading purposes. 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 as available for sale. At the GfK Group, the category of available-for-sale financial assets represents the residual amount of primary financial instruments, for which ias 39 applies and which were not allocated to a different category. They comprise investments in affiliated companies reported under other financial assets, other participations and other available-for-sale securities. forward > > GfK_115 Accounting policies In principle, the valuation is based on the fair value derived from the market price where a price quoted in an active market is available. Any gains and losses subsequently resulting from the valuation at fair value are directly recognized in equity. This does not apply if the item relates to permanent or material impairments, or exchange rate-related changes in the value of debt instruments. These are reported in the income statement. The accumulated gains and losses from the valuation at fair value, which are stated in equity, are only reported in the income statement on disposal of the financial assets. If the fair value cannot reliably be determined for equity instruments that are not quoted on the stock exchange, participations are valued at cost in particular (less impairments where applicable). Impairment expenses are stated if the carrying value of a financial asset is higher than the present value of future cash flows. An impairment test is carried out on every reporting date. In order to ascertain and objectively verify impairment, the following triggering events are considered: • The debtor faces considerable financial difficulties. • Observable data show that a measurable reduction in expected future cash flows has occurred since the asset was first recognized. To decide whether an impairment is required, the existing loans which are allocated to the loans and receivables category and therefore subsequently valued at amortized cost are analyzed. On the relevant reporting date, it is checked whether there is an objective indication of impairment that should be taken into account on the balance sheet. The impairment amount is calculated on the basis of the difference between the carrying value and the recoverable value, in other words, the present value of expected future cash flows which is discounted at the original effective interest rate of the financial instrument. To simplify matters, cash flows from current liabilities are not discounted. Financial liabilities are valued at fair value when they are recognized for the first time. The directly attributable transaction costs are also stated for financial liabilities that are not subsequently valued at fair value, and amortized over the term using the effective interest rate method. FINANCIAL STATEMENTS Primary financial liabilities are in principle valued at amortized cost. They include financial liabilities, trade payables and other financial liabilities and deferred items. Non-interest-bearing and low-interest liabilities with a term of more than one year are discounted. With regard to liabilities with a term of less than one year, it is assumed that the fair value corresponds to the repayment value. 116_GfK < < back The mandatory classification of any derivative financial instruments which are not linked to effective hedge agreements is held for trading. Accordingly, they must be included in the income statement at fair value. If the fair value is negative, a financial liability is stated. 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. The market value of financial instruments to be valued at fair value is generally established on the basis of stock exchange prices. If no stock exchange prices are available, the financial instruments are valued using standard market procedures (valuation methods) based on instrument-specific market parameters. The discounted cash flow method is used to establish the fair value, taking into account individual credit ratings and other market circumstances in the form of prevailing market credit ratings and liquidity spreads for determining the present value. There are no liquid markets for financial instruments in the loans and receivables category, which are valued at amortized cost. For short-term loans and receivables, it is assumed that the market value corresponds to the carrying value. For all other loans and receivables, the market value is established by discounting the expected future cash flows. The interest rates applied for loans are those which would be used for new loans with a similar risk structure, original currency and loan term. For shares in unlisted companies, it is assumed that the carrying value corresponds to the market value. The market value could only be reliably established on the basis of concrete acquisition negotiations. Trade payables and other current financial liabilities generally have a remaining term of less than one year, so the carrying value approximately corresponds to the fair value. For non-current financial liabilities, the fair values are determined as the present values of the payments associated with the liabilities. The GfK Group concludes transactions throughout the world in various currencies, which may involve currency risks. In addition, short-term investments, investments 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. 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 instrumentspecific 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. In hedge accounting, changes in the value of derivative financial instruments 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 value of both the hedged underlying item and the derivative financial instrument are taken to the income statement. With changes in the 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. The risk regarding the amount of future cash flows applies, in particular, to variable-rate loans and planned transactions that are highly likely to occur. 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 is accurately documented. It must also be recorded how the hedging instrument used 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. In addition, the GfK Group enters into hedge agreements which do not meet the stringent regulations of ias 39 and cannot therefore be reported according to the rules of hedge accounting. From a financial point of view, these hedge agreements also comply with the risk management principles. Furthermore, hedge accounting is not applied to foreign currency hedges relating to reported cash assets and liabilities, since the gains and losses realized on the underlying instruments as a result of currency translation and reported in the income statement according to ias 21 are linked to the gains and losses on the derivative hedging instruments and virtually offset each other in the income statement. 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 value adjustment of 50 % must be applied to receivables that are six to nine months overdue. If receivables are overdue by nine to twelve months, the value adjustment 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 the specified rules. In addition, the credit risk is minimized through issuing invoices for prepayments and on-account payments. FINANCIAL STATEMENTS Derivative financial instruments, hedge accounting 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. forward > > GfK_117 Accounting policies Equity and liabilities Trade payables and other liabilities Capital reserve Trade payables and other liabilities are stated at repayment value. Obligations under invoices outstanding are reported under trade payables. GfK se’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. In addition, the actuarial gains and losses from defined benefit plans are included in retained earnings. Other reserves Other reserves comprise changes in Group equity, which initially are not reported in the income statement and which do not involve contributions by shareholders or distributions to shareholders. These changes result from exchange rate differences, unrealized profits and losses from available-for-sale securities and the valuation of hedging instruments (cash flow and net investment hedges). Minority interests Any non-controlling shares are reported as minority interests. 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. 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. FINANCIAL STATEMENTS Payments for defined contribution plans are stated as expenses when they occur. Actuarial gains and losses on defined benefit plans are recorded directly in retained earnings without impact on income 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. The GfK Group reports rights to make delivery (put options or bonds) held by minority shareholders and variable purchase prices in connection with buying shares as purchase price elements which depend on future events and are impacted by future sales and ebit. The minority interests affected by this are not reported as minority interests. The associated non-current or current financial liabilities are generally valued at fair value. Interest added to payment obligations is reported under interest expenses. 118_GfK < < back 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. 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. — Associated companies 4. scope of consolidation and major acquisitions The consolidated financial statements as at December 31, 2010 report on participations in one (2009: two) associated company in Germany and 13 (2009: 16) associated companies abroad. As at December 31, 2010, the scope of consolidation in accordance with ifrs included ten (2009: ten) German and 142 (2009: 145) foreign subsidiaries in addition to the parent company. As at May 1, 2010, a 40 % stake was acquired in SirValUse Consulting GmbH, Hamburg, Germany. The table below shows the changes in fully consolidated subsidiaries between January 1, 2010 and December 31, 2010. The participation in Infotab Research GmbH, Munich, Germany, was sold in December 2010. Ernst und GfK Grundstücksgesellschaft, Nuremberg, Germany, was wound up in December 2010. Fully consolidated subsidiaries (number) 01.01.2010 Additions Disposals 10 0 0 10 Abroad 145 3 –6 142 Total 155 3 –6 152 Germany 31.12.2010 For reasons of materiality, the 51 % stake in GfK – Conecta s.a.c., Lima, Peru, acquired in 2009, and its holding company, GfK Custom Research Latam Holding, s.l., Valencia, Spain, were not consolidated until January 1, 2010. Both companies’ activities are based in the Custom Research sector. GfK Retail and Technology Asia Holding b.v. (the former ifr Nederland b.v.), Amsterdam, the Netherlands, was consolidated for the first time on October 1, 2010. The company has since been the holding company for the Asian GfK companies with activities in the Retail and Technology sector. On January 1, 2010, the Custom Research sector companies Doane Marketing Research, Inc., Saint Louis, Missouri, usa, and Marketeam Associates of Ohio Inc., Cleveland, Ohio, usa were merged with Marketeam Associates of Missouri, Inc., Saint Louis, Missouri, usa, which then changed its name to Doane Marketing Research, Inc. Datarectory, Inc., Saint Louis, Missouri, usa, was wound up. In addition, GfK HealthCare Nederland b.v., Bussum, the Netherlands, was merged with Intomart GfK b.v., Hilversum, the Netherlands, on January 1, 2010. On July 1, 2010, gfk isl s.a., Issy les Moulineaux, France, whose activities are also based in the Custom Research sector, was merged with gfk custom research france sarl, Rueil-Malmaison, France, which changed its name to gfk isl, custom research france sas, Rueil-Malmaison, France. In March 2010, Bureau voor Reclame Statistiek Hoofddorp b.v., Hoofddorp, the Netherlands, was wound up. The participations in ggc-nop Limited, London, uk, and Phononet ag, Zurich, Switzerland, were sold in February and July 2010 respectively. Other participations The number of other participations is three (2009: four). The participation in tmc Thomson Media Control GmbH & Co. kg, Baden-Baden, Germany, was sold in March 2010. — 5. sales Sales are broken down according to type as shown in the table below: Sales in respect of third parties, billed Sales in respect of third parties, unbilled 2009 2010 1,137,716 1,266,722 21,752 23,333 Sales in respect of related parties and groups 2,982 2,325 Sales in respect of Group companies 2,082 1,828 1,164,532 1,294,208 Sales The breakdown of sales according to sector and region is shown under Section 33. Segment reporting. — 6. cost of sales The shares in Orange Interactive Research ab, Stockholm, Sweden, were sold on December 20, 2010. The company has been divested. The breakdown of cost of sales is shown in the table below: Companies of minor importance Personnel expenses The GfK Group did not include 40 (2009: 47) 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. Depreciation and amortization External sales, total assets and annual income from these companies together totaled between 0.4 % and 1.9 % of the corresponding figures in the consolidated financial statements. Research and development costs Other cost of sales Cost of sales relating to Group companies Cost of sales (before research and development costs) Cost of sales (including research and development costs) 2009 2010 381,526 416,586 58,773 44,948 359,537 393,233 5,691 7,834 805,527 862,601 7,707 9,743 813,234 872,344 forward > > FINANCIAL STATEMENTS Fully consolidated companies GfK_119 Notes to the consolidated income statement — — 7. selling and general administrative expenses 11. adjusted operating income The breakdown of selling and general administrative expenses is shown in the table below: 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: Personnel expenses Depreciation and amortization Other selling and general administrative expenses 2009 2010 121,137 129,882 8,705 9,055 119,246 128,281 Selling and administrative expenses relating to Group companies 1,252 876 Selling and general administrative expenses 250,340 268,094 2009 2010 Operating income 88,906 136,741 Expenses and income in connection with reorganization and business combinations 16,013 6,649 Write-ups and write-downs of additional assets identified on acquisitions 27,531 16,356 Personnel expenses for share-based payments and long-term incentives Remaining other operating income — 8. other operating income Remaining other operating expenses Adjusted operating income 3,043 9,848 – 19,913 – 18,314 31,574 33,706 147,154 184,986 Other operating income includes the items shown in the table below. 2009 2010 14,266 15,866 Reversals of impairments 4,087 1,287 Elimination of liabilities 1,464 18 Exchange gains Miscellaneous Other operating income 4,183 2,431 24,000 19,602 Miscellaneous operating income mainly consists of income from refund claims, income from insurance policies and profits on the disposal of tangible assets. 9. other operating expenses FINANCIAL STATEMENTS Expenses and income in connection with reorganization and business combinations comprise expenses of eur 6,649 thousand (2009: eur 16,013 thousand) arising from the biss fitness and efficiency program. The biss-related expenses primarily include costs of external consultancy and training services as well as severance pay. 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. Other operating expenses include the items shown in the table below, which have not been assigned to functional costs. 2009 2010 19,126 23,224 Depreciation and amortization 3,232 2,328 Personnel expenses 7,003 3,083 6,691 36,052 7,996 36,631 Miscellaneous Other operating expenses Expenses and income in connection with reorganization and business combinations Write-ups and write-downs on additional assets identified on acquisitions — Exchange losses In the prior year, the remaining other operating expenses included vat payments for prior years totaling eur 1,986 thousand. 2009 2010 Scheduled amortization Cost of sales Selling and general administrative expenses 15,597 6,480 0 5,555 570 85 11,408 6,782 Scheduled amortization of current assets Cost of sales Impairments Personnel expenses primarily comprise severance payments in relation to positions which were no longer filled. Miscellaneous operating expenses include amortization of software projects, rental and lease expenses for parts of buildings which are no longer used, losses on the disposal of assets, expenses in respect of government authorities and expenses relating to liability, penalties and damages. Cost of sales Selling and general administrative expenses 1,275 2,441 Other operating expenses 3,231 2,328 Reversal of impairments Cost of sales 0 – 508 Selling and general administrative expenses 0 – 5,206 – 4,087 – 1,287 – 463 – 314 27,531 16,356 Other operating income Amortization of hidden charges — 10. personnel expenses Cost of sales The expense items in the income statement include the personnel expenses listed in the table below. Wages and salaries Social security contributions and expenses for pensions Personnel expenses 120_GfK < < back 2009 2010 427,930 459,202 82,575 91,489 510,505 550,691 Write-ups and write-downs on additional assets identified on acquisitions Further details are provided in Section 16, in the sub-section “Amortization and impairments on intangible assets”. Since 2009, no personnel expenses have arisen under the plan for granting option rights to executives of the GfK Group, because no new tranches have been issued since 2007. The total value of each tranche was distributed over two years to the day after the options were issued, which corresponds to the period between issue and the date on which options could be exercised for the first time. Expenses of eur 9,124 thousand (2009: expenses of eur 3,043 thousand) were incurred in 2010 for the 5 Star Long-Term Incentive Plan for GfK Group employees and managers. This is the amount transferred to the relevant provisions in addition to the premium waiver of the employees included for 2010, 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. instruments and eur 4,550 thousand (2009: eur 3,166 thousand) in interest expenses on future purchase price liabilities (put options or bonds) for the acquisition of shareholdings. Further information about the use of derivative financial instruments is provided in Section 28. Financial instruments and Section 29. Risk management. — 14. tax on income from ongoing business activity The main elements of the Group’s tax on income are shown in the table below. 2009 2010 Taxes on income from other periods – 850 3,318 Tax income resulting from tax losses not previously utilized – 146 0 Current tax expenses/income Tax income resulting from the use of tax refunds not previously utilized Other actual taxes on income Tranche Year issued Year of payment 2 3 4 5 2007 2008 2009 2010 2011 – 869 43,024 32,424 45,473 Deferred tax expenses/income 2012 2013 Number of virtual shares issued 54,416 87,428 124,475 78,243 Number of virtual performance shares issued from the formation or reversal of temporary differences – 794 6,095 54,416 87,428 124,475 78,243 from changes in the tax rate/new taxes – 683 – 129 31.46 based on previously non-utilized tax losses and interest carried forward/tax credits – 3,694 – 2,751 22.43 based on new tax losses incurred and applied and interest carried forward/tax credits – 2,216 – 3,998 1,675 1,653 – 11,085 – 5,692 Fair value of a virtual share at the time of issue in EUR 2010 Current tax expenses/income 0 33,420 25.71 Fair value of a virtual performance share at the time of issue in EUR 9.68 16.74 8.71 21.37 3.01 from the utilization of loss carried forward and interest carried forward/tax credits For the Long-Term Incentive Plan for members of the GfK se Management Board, expenses of eur 724 thousand were incurred. Launched in 2010, the new plan has a term of four years and replaces the 5 Star Long-Term Incentive Plan for Management Board members from tranche 5 onwards. A total of 43,310 virtual shares were granted with an issue price of eur 23.67 per share. — 12. other financial income Other financial income amounting to eur 12,225 thousand (2009: eur 6,140 thousand) mainly comprises income from derivative financial instruments of eur 10,740 thousand (2009: eur 5,082 thousand) as well as interest on bank credit balances of eur 542 thousand (2009: eur 446 thousand). — 13. other financial expenses Other financial expenses break down as shown in the table below. Interest and similar expenses due to banks Other interest expenses Interest expenses Miscellaneous financial expenses Other financial expenses 2009 2010 10,746 9,362 8,892 9,696 19,638 19,058 3,835 8,979 23,473 28,037 from write-ups and write-downs on additional assets identifi ed on acquisitions Other deferred tax expenses Deferred tax expenses/income Taxes on income from ongoing business activity – 692 123 – 17,489 – 4,699 14,935 40,774 The balance sheet for 2010 recorded a deferred tax asset due to non-utilized tax losses totaling eur 10,796 thousand (2009: eur 7,596 thousand). In addition, there was a deferred tax asset from interest carried forward and tax credits amounting to eur 12,669 thousand (2009: eur 9,148 thousand). The tax rate used to calculate deferred taxes for GfK se and its German subsidiaries that form part of a tax group 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 at December 31, 2010. FINANCIAL STATEMENTS Personnel expenses for share-based payments and long-term incentives 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 decrease in interest expenses due to banks mainly results from the reduction in amounts due to banks compared with the prior year. Other interest expenses comprise eur 3,430 thousand (2009: eur 3,683 thousand) in expenses from derivative financial forward > > GfK_121 Notes to the consolidated income statement The table below contains a reconciliation of the anticipated income tax expense on the income tax expense stated in financial year 2010. To calculate the anticipated tax expense, the tax rate valid during the reporting year for the parent company GfK se, which was 31.470 % (2009: 31.470 %), is multiplied by the pre-tax result. 31.12.2009 5,989 5,036 Other intangible assets 3,921 2,928 Tangible assets 4,718 4,981 Investments in affiliates 3,295 3,348 Investments in associates and other participations Total tax rate Expected tax expense 2009 2010 31.470 % 31.470 % 23,747 39,261 Increase/reduction in income tax debt resulting from: Tax-exempt income – 3,593 – 4,611 Differences in tax rates – 4,708 – 4,596 Change in temporary differences not recognized as deferred tax assets, loss carried forward, interest carried forward and tax credits Other Securities and fixed-term deposits, cash and cash equivalents Current assets 391 408 15 8 406 416 Long-term provisions 9,476 9,854 Non-current other liabilities and deferred items 3,737 3,149 13,003 13,213 Short-term provisions 323 1,799 Current other liabilities and deferred items 12,555 17,394 Current liabilities 12,878 19,193 Losses carried forward and interest carried forward/tax credits 16,743 23,464 – 683 – 129 274 579 Deferred tax assets 996 1) 66,714 74,589 1,432 Goodwill – 17,666 – 21,818 – 57,928 – 57,056 2,151 1,618 Other intangible assets – 2,285 2,435 Tangible assets – 6,124 – 6,558 2,131 6,460 Investments in affiliates – 1,561 – 1,539 1,093 Investments in associates and other participations – 121 –2 Other financial assets – 239 – 519 – 350 1) 14,935 40,774 Non-current other assets and deferred items – 286 – 4,264 Non-current assets – 83,925 – 91,756 The item “Tax from prior years” comprises the negative tax impact in prior years arising from provisions for tax risks at subsidiaries of eur 3,466 thousand. The rise in non-deductible expenses of eur 4,329 thousand on the prior year resulted primarily from a change in the tax treatment of exchange gains and losses on hedging transactions in connection with the disposal of participations (bmf letter dated August 25, 2010). Receivables and current other assets – 12,467 – 13,905 The following income tax assets and liabilities have been recorded in the balance sheet: Current other liabilities and deferred items 31.12.2009 Non-current income tax assets Securities and fixed-term deposits, cash and cash equivalents Current assets Long-term provisions – 36 –6 – 12,503 – 13,911 – 246 – 787 Non-current other liabilities and deferred items – 4,050 – 257 Non-current liabilities – 4,296 – 1,044 Short-term provisions – 804 – 104 – 2,482 – 1,048 Current liabilities – 3,286 – 1,152 Deferred tax liabilities – 104,010 – 107,863 Net deferred tax liabilities – 37,296 – 33,274 31.12.2010 914 2,141 Current income tax assets 18,243 13,307 Total income tax receivables 19,157 15,448 Non-current income tax liabilities 388 50 Current income tax liabilities 25,291 25,919 Total income tax liabilities 25,679 25,969 Deferred taxes are reported in the balance sheet as shown in the following table. 31.12. 2009 Deferred tax assets 31.12.2010 32,600 38,901 Deferred tax liabilities – 69,896 – 72,175 Non-current income tax assets are reported under the balance sheet item “Non-current other assets and deferred items”. Net deferred tax liabilities – 37,296 – 33,274 The non-current income tax liabilities are included in the balance sheet item “Non-current other liabilities and deferred items”. Taxes resulted on items posted directly to equity as shown in the table below. The deferred taxes result from the balance sheet items shown in the following table. Tax in cumulative other equity from net investment hedges Tax in cumulative other equity from securities Tax in cumulative other equity from cash fl ow hedges Tax in cumulative other equity from actuarial gains/losses from defined benefi t plans Tax posted directly in equity 122_GfK 2,181 18,513 Non-current liabilities 1) The allocation of the prior year’s fi gures has been adjusted FINANCIAL STATEMENTS Receivables and current other assets 2,841 23,474 – 190 Expenses from future purchase price liabilities that cannot be utilized for tax purposes Tax expense reported Non-current assets 32 – 2,578 Consolidation of taxable income from participations Non-deductible expenses Non-current other assets and deferred items 7 2,634 – 815 Adjustment of deferred tax due to changes in tax rates Tax from prior years Other financial assets 76 – 1,930 Change in permanent differences Deviating tax base 31.12.2010 Goodwill < < back 31.12.2009 31.12.2010 – 8,404 – 7,607 2 2 242 47 2,237 3,760 – 5,923 – 3,798 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 carryforwards, interest carried forward and tax credits 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, additional deferred tax assets of eur 3,106 thousand (2009: eur 1,061 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. The average share price during the exercise window was below the exercise price of the options under tranches 6 and 7. As a result, there is no dilution effect in respect of the earnings per share. Additional information about the stock option program is provided in Section 24. of these Notes. Business events involving potential ordinary shares did not arise after the balance sheet date. — 16. intangible assets The movement in intangible assets is shown in the table below. Acquisition and manufacturing costs Goodwill Internally generated intangible assets As at January 1, 2009 31.12.2009 31.12.2010 1,257 1,319 Losses carried forward 18,902 21,167 Interest carried forward/tax credits Total 9,959 903 30,118 23,389 Of the tax losses not recognized as deferred tax assets, an amount of eur 4,895 thousand lapses within the next five years. eur 1,527 thousand will lapse within the next six to ten years and eur 2,404 thousand in the next eleven to 15 years. The remaining eur 12,341 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 160 thousand will lapse within the next six to ten years. The remaining eur 744 thousand are amounts with no time limit on their use. 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. No tax liabilities were deferred in relation to temporary differences amounting to eur 10,881 thousand (2009: eur 1,538 thousand) in view of the fact that there is no pay-out intention. Pay-outs to shareholders of GfK se do not result in income tax consequences at GfK se level. Total intangible assets 773,989 75,230 282,505 1,131,724 Exchange rate changes 12,260 – 236 – 1,490 10,534 Changes in scope of consolidation 89,643 42,756 856 46,031 Additions 1 14,091 4,634 18,726 Disposals 0 – 9,957 – 6,061 – 16,018 Reclassifications 0 – 860 1,077 217 As at December 31, 2009 829,006 79,124 326,696 1,234,826 As at January 1, 2010 829,006 79,124 326,696 1,234,826 42,077 1,075 20,417 63,569 Exchange rate changes Changes in scope of consolidation Additions Temporary differences Miscellaneous intangible assets Disposals 6,987 0 2,446 9,433 917 14,344 13,456 28,717 – 2,648 – 56 – 269 – 2,323 – 272 – 88 448 88 878,659 94,186 361,140 1,333,985 As at January 1, 2009 37,523 19,440 144,259 201,222 Exchange rate changes 408 – 88 – 1,618 – 1,298 10,190 Reclassifications As at December 31, 2010 Cumulative amortization Changes in scope of consolidation 0 46 10,144 Additions 0 7,071 22,310 29,381 Disposals 0 – 6,910 – 5,454 – 12,364 Impairments 0 2,887 15,946 18,833 Reversal of impairments 0 0 – 4,087 – 4,087 Reclassifications 0 0 109 109 As at December 31, 2009 37,931 22,446 181,609 241,986 As at January 1, 2010 37,931 22,446 181,609 241,986 Exchange rate changes 1,980 167 10,351 12,498 Changes in scope of consolidation 0 0 20 20 Additions 0 8,013 19,022 27,035 – 2,112 Disposals 0 – 237 – 1,875 Impairments 0 284 11,556 11,840 Reversal of impairments 0 0 – 7,001 – 7,001 Reclassifications As at December 31, 2010 0 – 22 –4 – 26 39,911 30,651 213,678 284,240 FINANCIAL STATEMENTS As at December 31, 2010, the Group had domestic tax loss carryforwards amounting to eur 81 thousand (2009: eur 81 thousand), which can be utilized for corporation tax and trade tax purposes. In addition, there are foreign tax loss carryforwards totaling eur 57,716 thousand (2009: eur 43,235 thousand). The domestic tax loss carryforwards can be carried forward without restriction in terms of time and amount. Of the foreign loss carryforwards, the amount of eur 16,076 thousand may be carried forward without limit. The amount of eur 18,015 thousand is available for carryforward until 2025 at the latest, and eur 12,984 thousand until 2020 at the latest. A total of eur 10,641 thousand can be carried forward until 2015 at the latest. Carrying values — 15. earnings per share Earnings per share are derived as shown below: Consolidated total income attributable to equity holders of the parent Weighted average of shares outstanding (no.) – non diluted – Weighted average of shares outstanding (no.) – diluted – Earnings per share in eur Earnings per share (diluted) in eur 2009 2010 50,975 71,651 35,947,363 35,967,252 35,947,363 1.42 1.42 35,967,252 1.99 1.99 As at January 1, 2009 736,466 55,790 138,246 930,502 As at December 31, 2009 791,075 56,678 145,087 992,840 As at January 1, 2010 791,075 56,678 145,087 992,840 As at December 31, 2010 838,748 63,535 147,462 1,049,745 The changes in the scope of consolidation under acquisition and manufacturing costs mainly comprise adjustments in goodwill as a result of variable purchase price elements in connection with acquisitions, which were agreed prior to January 1, 2010. forward > > GfK_123 Notes to the consolidated balance sheet Intangible assets of major importance 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 2009 and 2010. There were therefore no impairment expenses for either financial year. 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. 31.12.2009 31.12.2010 Goodwill 791,075 838,748 Software 25,270 26,044 Brands 18,277 17,438 Customer relations 15,347 14,160 Surveys 21,019 9,670 Panels 7,492 8,013 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 four years as well as the Evogenius software for the Media sector, which has a remaining useful life of nine years. The survey and brands stem from the purchase price allocation as part of the acquisition of the former nop World. The useful life for the survey 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, which was merged with GfK Custom Research, llc, New York, New York, usa. The table below provides an overview of the goodwill tested in the impairment test and the material assumptions used in the impairment test. Carrying value of goodwill as at September 30, 2010 Amortization and impairments charged on intangible assets are included in the income statement under the items shown in the following table. Other operating expenses FINANCIAL STATEMENTS Total 528,905 153,181 146,443 5 years 5 years 5 years Average annual growth in external sales in the detailed planning period 6% 6% 4% Average margin (adjusted operating income/external sales) in the detailed planning period 9% 29 % 14 % Growth per year after the end of the detailed planning period 1.7 % 1.7 % 1.7 % Discount rate as at September 30, 2010 7.0 % 6.7 % 7.0 % The value of the panel set-up costs and brands with an indefinite useful life was also checked as part of an impairment test. The table below provides an overview of the material intangible assets with an indefinite useful life tested in the impairment test and the material assumptions used in the relevant impairment test. 2009 2010 27,380 3,057 9,167 3,231 2,328 48,214 38,875 2010 5,441 Customer relations 1,275 2,441 Brands 3,231 2,328 Panels 2,542 1,337 0 211 2,771 82 Other assets Software Order book Long-term contracts Total 124_GfK 2009 8,739 < < back 224 0 51 0 18,833 11,840 “mri“ brand 8,013 7,412 10,026 Basis of recoverable amount Utility value Fair value less selling costs Utility value 5 years 3 years 5 years Average annual growth in external sales in the detailed planning period 41,926 “nopr“ brand Carrying value Duration of detailed planning period The impairment adjustments were identified in the impairment test, which was based on updated capital market data and the adjusted business planning. The breakdown of impairment expenses is as follows: Surveys Media “us Agronomics“ panel Amortization and impairments of intangible assets Selling and general administrative expenses Retail and Technology Duration of detailed planning period The panel resulted from the purchase price allocation as part of the acquisition of the GfK Kynetec Group. Cost of sales Custom Research 6% 4% 3% Average margin (adjusted operating income/external sales) in the detailed planning period 31 % 6% 21 % Growth per year after the end of the detailed planning period 1.7 % 1.7 % 1.7 % Discount rate 7.3 % 7.3 % 7.1 % The average external sales growth p.a. is in line with historical values and sales growth in the market research industry prior to the financial and economic crisis. The planned margins are based on past empirical values. Future increases in margins in the Custom Research and Media sectors will result, in particular, from the positive effects after the end of the global economic crisis. In the Custom Research sector, additional synergetic effects are expected from the cross-sector use of technology, data collection and the use of standard methods as well as coordinated global key account management. Based on an assumed discount rate of approx. 9.5 % for Custom Research and approx. 8.2 % for Media in the impairment test for goodwill, with all other assumptions unchanged, the fair value less selling costs would correspond to the carrying value of the relevant asset. Goodwill The allocation of goodwill to the cash generating units is shown in the following table. Miscellaneous intangible assets The breakdown of miscellaneous intangible assets is shown in the table below. 31.12.2009 Customer relations 44,070 46,903 Brands 29,508 30,063 Panels 26,856 26,942 Surveys 25,131 16,332 344 142 Order book Contracts Software Custom Research Acquired panels 31.12.2009 31.12.2010 504,968 537,013 Sundry intangible assets Miscellaneous intangible assets Retail and Technology 145,487 151,088 Media 140,620 150,647 Goodwill 791,075 838,748 The increase in goodwill of eur 47,673 thousand resulted from a rise of eur 7,576 thousand from changes in the scope of consolidation and other changes, as well as an exchange rate-driven gain of eur 40,097 thousand. Internally generated intangible assets 31.12.2010 Disclosed hidden reserves from purchase price allocation: Panel set-up costs 88 0 13,907 15,256 0 5,994 430 510 4,753 5,320 145,087 147,462 The item “acquired panels” is reported for the first time in the year under review. In addition to a new panel acquired in Japan, this item includes reclassifications of panels which already existed in the prior year, most of which were shown under the item “licenses”. 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. Internally generated intangible assets primarily comprise internally developed software totaling eur 45,691 thousand (2009: eur 42,471 thousand) as well as panel set-up costs of eur 14,757 thousand (2009: eur 13,425 thousand). The allocation of brands to the sectors is shown in the table below. 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 10,469 thousand (2009: eur 9,486 thousand) have an indefinite useful life. Retail and Technology The allocation of panel set-up costs to the sectors is shown in the table below. 31.12.2009 31.12.2010 7,644 9,243 Retail and Technology 894 1,187 Media 948 39 9,486 10,469 Custom Research Panels set up internally with an indefinite useful life Custom Research 31.12.2009 31.12.2010 17,467 19,349 70 0 Media 11,971 10,714 Brands 29,508 30,063 In addition, panels were also identified as part of the purchase price allocation. Most of these have an indefinite useful life. The allocation of panels with an indefinite useful life to the sectors is shown in the table below. 31.12.2009 31.12.2010 Custom Research 10,296 10,200 Retail and Technology 15,388 15,664 Panels acquired with an indefinite useful life 25,684 25,864 forward > > FINANCIAL STATEMENTS Assuming that a perpetuity growth rate of only 1.7 % is already applied in the planning for 2014 and 2015, with all other planning assumptions unchanged, no impairment requirement arises on goodwill in any of the corporate sectors. GfK_125 Notes to the consolidated balance sheet — Operating lease 17. tangible assets The movement in tangible assets is shown in the table below. The payments listed in the table below under operating lease agreements were carried as expenses: Acquisition and manufacturing costs Minimum lease payments As at January 1, 2009 Exchange rate changes Changes in scope of consolidation Land and buildings Fixtures and fittings Total tangible assets 50,386 236,296 286,682 – 18 1,396 1,378 Less sub-lease payments received Lease payments 150 2,906 3,056 Additions 1,176 31,161 32,337 Disposals – 85 – 13,499 – 13,584 Reclassifications 109 – 326 – 217 As at December 31, 2009 51,718 257,934 309,652 As at January 1, 2010 51,718 257,934 309,652 3,337 6,485 9,822 12 100 112 Additions 322 23,454 23,776 Disposals – 167 – 16,049 – 16,216 Exchange rate changes Changes in scope of consolidation Reclassifications As at December 31, 2010 2009 2010 31,3201) 35,814 Contingent lease payments 213 243 – 393 – 346 31,140 35,711 1) The valuation of the prior year’s figures was adjusted where this was not appropriate. As at December 31, 2010, the future minimum lease payments under non-terminable agreements were due as follows: Payable 31.12.2009 31.12.2010 Within one year 31,746 32,890 Between one and fi ve years 92,716 95,152 After more than fi ve years 21,518 14,077 145,980 142,119 –4 – 84 – 88 55,218 271,840 327,058 Future minimum lease payments under operating leases 20,212 172,974 193,186 0 1,177 1,177 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. Cumulative depreciation As at January 1, 2009 Exchange rate changes Changes in scope of consolidation 0 1,468 1,468 Additions 1,237 20,893 22,130 Disposals – 85 – 12,935 – 13,020 0 0 0 Impairments Reversal of impairments 0 0 0 351 – 460 – 109 As at December 31, 2009 21,715 183,117 204,832 As at January 1, 2010 21,715 183,117 204,832 1,466 4,462 5,928 0 59 59 Additions 1,346 21,819 23,165 Disposals Reclassifications Exchange rate changes Changes in scope of consolidation – 167 – 15,274 – 15,441 Impairments 0 102 102 Reversal of impairments 0 0 0 Reclassifications 0 26 26 24,360 194,311 218,671 As at December 31, 2010 Finance lease The carrying values of capitalized leased assets as at December 31, 2010 are shown in the table below. 31.12.2009 31.12.2010 Buildings 9,237 8,839 Other leased assets 2,529 3,139 11,766 11,978 Capitalized leased assets Determination of the present value and due date of future minimum lease payments are shown in the tables below. 31.12.2009 FINANCIAL STATEMENTS Carrying values As at January 1, 2009 30,174 63,322 93,496 As at December 31, 2009 30,003 74,817 104,820 Payable As at January 1, 2010 30,003 74,817 104,820 Within one year As at December 31, 2010 30,858 77,529 108,387 Between one and fi ve years Minimum lease payments A land charge has been entered on a piece of land with company buildings in Nuremberg with a carrying value of eur 8,843 thousand (2009: eur 9,073 thousand) for the potential granting of a loan by a bank. Similar to the prior year, no secured liabilities existed as at the reporting date. 2,504 105 2,399 1,206 9,802 0 0 0 13,512 1,311 12,201 Less interest Present value minimum lease payments 31.12.2010 Payable Leasing The GfK Group leases office premises and business equipment under long-term lease agreements. As a rule, the lease installments 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 installments are carried as an expense (operating lease). 126_GfK < < back Present value minimum lease payments 11,008 After more than fi ve years Future minimum lease payments Less interest Minimum lease payments Within one year 2,766 90 2,676 Between one and fi ve years 9,509 687 8,822 0 0 0 12,275 777 11,498 After more than fi ve years Future minimum lease payments The main finance leases held by the GfK Group are for buildings and part buildings, software, and 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 11,498 thousand (2009: eur 12,201 thousand), of which eur 2,676 thousand (2009: eur 2,399 thousand) has a remaining term of under one year. 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. 31.12.2009 31.12.2010 Shares in affiliated companies 4,393 5,302 Other participations 1,500 1,500 Loans to affiliated companies 2,190 2,365 675 1,061 Loans to associates Other loans 252 139 Other available-for-sale securities 410 448 — 18. financial assets Long-term deposits Investments in associates The shares in affiliated, non-consolidated companies and other participations are classified as available-for-sale and reported at amortized cost, as no market prices exist for them, other methods of realistically estimating the fair value are not practicable and determining the market value reliably would only be possible as part of concrete acquisition negotiations. A sale of the shares is not currently intended. Other financial assets The GfK Group’s investments in associates are shown in the list of shareholdings in Section 41. of these Notes. 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. 2009 2010 Assets 59,193 72,731 Liabilities 18,594 28,228 Sales 61,838 70,903 Total income for the period 12,073 9,718 The change in the figures shown in the table above resulted essentially from the acquisition of SirValUse Consulting GmbH, Hamburg, Germany. The 40.0 % stake was acquired as at May 1, 2010 and valued at equity from that date. Ernst und GfK Grundstücksgesellschaft, Nuremberg, Germany, was wound up in December 2010. 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, 2010) • Sports Tracking Europe, b.v., Amstelveen, Netherlands (September 30, 2010) 124 200 9,544 11,015 Further information on the GfK Group’s shares in affiliated companies and other participations is provided in the list of shareholdings in Section 41. of these Notes. — 19. other assets and deferred items The breakdown of non-current and current other assets and deferred items by financial and non-financial other assets and deferred items is shown in the table below. Financial non-current other assets and deferred items 31.12. 2009 31.12. 2010 3,979 3,038 Non-financial non-current other assets and deferred items 2,655 3,788 Non-current other assets and deferred items 6,634 6,826 11,088 11,550 Financial current other assets and deferred items Non-financial current other assets and deferred items 20,180 21,153 Current other assets and deferred items 31,268 32,703 FINANCIAL STATEMENTS In the reporting year, there were no contingent lease installments to be recognized as expenses. There were no sub-lease arrangements under finance leases. • npd Intelect, l.l.c., Port Washington, New York, New York, usa (September 30, 2010) forward > > GfK_127 Notes to the consolidated balance sheet Financial other assets and deferred items break down as follows: — 20. trade receivables 31.12.2009 31.12.2010 Deposits 1,350 1,603 Billed trade receivables Assets from share and asset deals 1,550 1,092 Unbilled trade receivables Trade receivables 382 99 Miscellaneous financial non-current other assets and deferred items 697 244 3,979 3,038 Trade receivables break down as follows: Financial non-current other assets and deferred items with a remaining term of more than one year Non-derivatives: Financial non-current other assets and deferred items Financial current other assets and deferred items with a remaining term of up to one year Non-derivatives: Trade receivables 2,363 3,089 Deposits 1,456 1,679 341 432 1,115 314 Assets from share and asset deals Interest receivables Miscellaneous financial current other assets and deferred items Sub-total: non-derivatives 5,250 5,420 10,525 10,934 Derivative financial instruments used as hedges 28 40 Derivative financial instruments not used as hedges 535 576 563 616 Financial current other assets and deferred items 11,088 11,550 Total: financial other assets and deferred items 15,067 14,588 14,504 13,972 563 616 of which non-derivatives of which derivatives Valuation allowances amounting to eur 343 thousand (2009: eur 402 thousand) were recorded on financial other assets and deferred items in the reporting year. They are reported under other operating expenses. No income resulted from reversals of valuation allowances. In the reporting year, valuation allowances of eur 16 thousand (2009: eur 0 thousand) were utilized. FINANCIAL STATEMENTS Non-financial other assets and deferred items as at the reporting date were as follows: 31.12.2009 31.12.2010 914 2,141 1,113 1,184 628 463 2,655 3,788 Non-financial non-current other assets and deferred items with a remaining term of more than one year Receivables from income taxes Receivables from tax and other authorities Miscellaneous non-financial non-current other assets and deferred items Non-financial non-current other assets and deferred items Trade receivables 14,538 3,320 3,479 Receivables from employees 825 877 Receivables from utilities 857 564 Miscellanous non-financial current other assets and deferred items Non-financial current other assets and deferred items < < back 322,222 – 4,740 – 6,653 270,683 315,569 Securities and fixed-term deposits of eur 1,382 thousand (2009: eur 957 thousand) comprised no money market funds. — 22. cash and cash equivalents A breakdown of cash and cash equivalents is shown in the table below. Credit with banks Cash equivalents and fi xed-term deposits with a remaining term of less than 3 months Checks in transit Cash in hand and checks Cash and cash equivalents 31.12.2009 31.12.2010 39,138 47,864 3,186 6,763 – 1,249 – 1,503 1,286 1,631 42,361 54,755 There are no material restrictions on the availability of cash and cash equivalents. — 23. due dates of assets The trade receivables and current other assets and deferred items fall due for payment as shown in the tables below. 2,084 20,180 1,695 21,153 31.12.2010 Trade receivables 270,683 315,569 of which: neither impaired nor overdue 173,481 217,013 by up to 30 days 63,389 63,549 by between 31 and 90 days 24,555 26,824 by between 91 and 180 days 6,500 6,238 by between 181 and 360 days 1,648 1,053 by more than 360 days 1,110 651 0 241 of which: non-impaired and overdue as follows of which: new terms negotiated, as otherwise overdue 128_GfK 60,306 275,423 31.12.2009 13,094 Receivables from tax and other authorities 261,916 51,097 Allocations to valuation allowances totaled eur 3,231 thousand (2009: eur 3,525 thousand). In addition, currency effects of eur 362 thousand (2009: eur – 222 thousand) increased the figure. These impairment expenses are reported in the income statement under selling and general administrative expenses. Reversals of valuation allowances amounted to eur 666 thousand (2009: eur 1,093 thousand). Valuation allowances of eur 1,014 thousand (2009: eur 2,899 thousand) were utilized. Non-financial current other assets and deferred items with a remaining term of up to one year Deferred items 31.12.2010 224,326 — 21. securities and fixed-term deposits Derivatives: Sub-total: derivatives Less valuation allowances 31.12.2009 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 60,306 thousand (2009: 51.097 thousand). 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. 31.12.2009 31.12.2010 Current other assets and deferred items (excluding inventories and receivables from employees) 29,815 31,122 of which: neither impaired nor overdue 21,577 26,675 by up to 30 days 2,337 3,287 by between 31 and 90 days 2,610 536 by between 91 and 180 days 2,142 406 of which: non-impaired and overdue as follows by between 181 and 360 days 432 21 by more than 360 days 717 112 0 85 of which: new terms negotiated, as otherwise overdue With regard to non-impaired current other assets and deferred items, there was no indication as at the reporting date that the debtors would be unable to fulfill their payment obligations. — 24. equity Subscribed capital GfK se’s share capital increased as a result of the exercise of stock options in 2010. Under the stock option program, stock option holders from tranche 2005/2010 were able to acquire GfK se no-par shares in the ratio of 1:1.2 and from tranche 2006/2011 in the ratio of 1:1 by returning their stock options in 2010. A total of 326,727 no-par shares were acquired in 2010 through exercising 274,498 options. Following the issue of the new shares, the subscribed capital, the capital reserve and the number of no-par bearer shares issued changed as follows: Carried forward as at January 1, 2010 Issue of new shares by converting options from contingent capital As at December 31, 2010 Subscribed capital eur ‘000 Capital reserve eur ‘000 No. of no-par shares issued 150,297 197,278 35,947,363 860 9,590 326,727 151,157 206,868 36,274,090 The 36,274,090 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. Contingent capital The contingent capital (contingent capital I and II) is used for granting stock options to the senior management teams of the company and its affiliated companies within the meaning of Sections 15ff. of the German Stock Corporation Act (AktG). Contingent capital I covered stock options under tranches 1 to 6, which were issued in the period from 2000 to 2005. An amount of eur 3,499 thousand of contingent capital I expired following the exercising of stock options from tranche 6 in 2010 through the issue of 313,383 no-par shares with an arithmetical nominal value of eur 802 thousand. Contingent capital II of eur 3,400 thousand facilitates the issue of 780,000 no-par bearer shares. It was created to service the stock options issued in 2006 under tranche 7, which can still be exercised up to 2011. In 2010, contingent capital II was utilized to issue 13,344 no-par shares with an arithmetical nominal value of eur 58 thousand. As at year-end 2010, an amount of eur 3,342 thousand of contingent capital II remains for exercising stock options, which corresponds to 766,656 no-par bearer shares. By resolution of 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 totaled eur 24,592 thousand as at December 31, 2010, which corresponds to 5,766,656 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 5 increased from one share to 1.2 shares per option. The exercise prices were adjusted accordingly. For tranche 6, to which GfK executives were invited to subscribe before the capital increase but which was only issued after the capital increase, the number of shares to be granted was also adjusted in the above ratio. 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. 6 7 Total options Of which: Management Board Exercise price in EUR Exercisable from to Options exercised 334,569 401,481 Term 2005/ 2010 419,866 122,2211) 31.92 2007 2010 2006/ 2011 483,946 119,998 33.48 2008 2011 13,344 FINANCIAL STATEMENTS 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, is provided in Section 3. under Accounting policies. Tranche With regard to trade receivables with no impairment, there was no indication as at the reporting date of circumstances that may negatively affect their value. Shares issued 13,344 1) Including members who have since left the Management Board forward > > GfK_129 Notes to the consolidated balance sheet The development of the stock options issued is shown in the table below. 2009 Balance at start of year Options granted Exercised Forfeited Expired Repayments Balance at year-end Exercisable at year-end No. of options 1,075,194 – – 57,802 171,756 – 845,636 845,636 Weighted average price in EUR/share 31.65 – – 31.66 25.81 – 32.83 32.83 Proposed appropriation of profits 2010 No. of options 845,636 – 274,498 10,374 90,162 – 470,602 470,602 Weighted average price in EUR/share 32.83 – 32.00 33.48 31.92 – 33.48 33.48 — 25. provisions Since financial year 2009, no further personnel expenses have been incurred in connection with the stock option program. Long-term provisions Tranche 6 7 Implicit volatility on issue date in % 26 22 Risk-free investment interest in %1) 2.5 3.9 Term in years Fair value per option in EUR Total value per program 5.6 5.6 5.04 3.14 2,289 1,730 1) Interest rate of zero coupon bonds with a maturity of three years 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 1.0 years (2009: 1.6 years) as at December 31, 2010. Statement of changes in equity FINANCIAL STATEMENTS A proposal will be made to the Annual General Meeting to distribute a dividend of eur 17,412 thousand (eur 0.48 per no-par share) to shareholders out of the retained profit for 2010 of eur 128,437 thousand and to transfer eur 111,025 thousand to other retained earnings. The average share price in the exercise window in 2010 amounted to eur 29.08 per share. The fair value of the stock options issued by GfK in the years 2001 to 2006 was calculated as at 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 statement of changes in equity precedes these Notes. The change in the difference from currency translation in the year under review of eur 56,087 thousand, recognized directly in equity, resulted mainly from the revaluation of the pound sterling, the us dollar and the Swiss franc. Of the amounts reported under other reserves, no material gains and losses were transferred to the income statement in financial year 2010, as was also the case in 2009. During the reporting year, eur 10,784 thousand (2009: eur 16,536 thousand) were distributed to GfK se shareholders. This corresponds to eur 0.30 (2009: eur 0.46 eur) per share. Consolidated total income attributable to minority interests amounted to eur 14,286 thousand (2009: eur 9,717 thousand). A total of eur 6,540 thousand (2009: eur 7,399 thousand) was paid out to minority interests. 130_GfK In accordance with the German Stock Corporation Act (AktG), 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 reported under the provisions of the hgb are available for distribution to shareholders in their entirety. The capital reserve may not be distributed to shareholders. < < back The breakdown of long-term provisions is shown in the table below: 31.12.2009 31.12.2010 Pension provisions 46,010 55,672 Other long-term provisions 19,677 26,293 Long-term provisions 65,687 81,965 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 15,890 thousand in 2010 (2009: eur 14,790 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 increases, 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 eur 9,627 thousand (2009: eur 4,618 thousand) were reported in this way. This change also comprises the effects of currency translation. The cumulative amount recognized in retained earnings in this respect totaled eur – 21,091 thousand (2009: eur – 11,464 thousand) as at December 31, 2010. The values indicated represent the relevant figures before deferred taxes and excluding minority interests. The table below shows the movement in plan assets. Fair value of plan assets as at January 1 Change in scope of consolidation 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). Expected return on plan assets Actuarial gains/losses 2009 2010 45,039 45,473 0 0 1,701 1,753 556 – 717 Exchange rate changes – 119 8,432 Employer contributions 3,011 3,605 Participant contributions 1,604 1,494 – 1,906 – 1,877 2009 2010 Discount rate 4.14 % 3.51 % Rate of salary increase 2.39 % 2.52% Benefi ts paid in Switzerland under the freedom of capital movements – 1,326 – 2,290 Fluctuation rate 0.41 % 0.37 % Plan settlements – 3,087 – 1,700 Expected growth in pensions 0.91 % 0.94 % Fair value of plan assets as at December 31 45,473 54,173 Expected long-term return on plan assets 3.48 % 3.47 % The plan assets for funded pension obligations essentially comprise financial instruments amounting to eur 38,678 thousand (2009: eur 30,167 thousand). 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. 31.12.2009 31.12.2010 Present value of unfunded obligations 37,296 41,220 Present value of funded obligations 54,072 68,517 Present value of overall obligations 91,368 109,737 – 45,473 – 54,173 – 179 – 189 Refund claims Impact of ceiling in accordance with IAS 19.58 (b) 23 0 Net present value of obligations 45,739 55,375 Pension provisions 46,010 55,672 Other assets Net amount reported on balance sheet – 271 – 297 45,739 55,375 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 in the financial statements for 2010 was on average 3.47 % (2009: 3.48 %). The actual results from the plan assets amounted to eur 1,037 thousand in 2010 (2009: eur 2,264 thousand). According to GfK estimates, contributions of around eur 2,502 thousand will be payable into funded pension plans over the coming year (2009: eur 2,329 thousand). The amounts reported in the income statement break down as shown in the table below. Service cost Interest cost The movement in the present value of the defined benefit obligation (dbo) during the period under review is shown in the table below. 2009 Present value of defined benefi t obligation as at January 1 Change in scope of consolidation 86,450 Expected return on plan assets 2010 0 Current service cost 2,961 3,298 Interest cost 3,656 3,789 Participant contributions 1,609 1,499 Actuarial gains/losses 5,211 6,624 Benefi ts paid Benefi ts paid in Switzerland under the freedom of capital movements Past service cost Plan reductions 2010 3,298 3,656 3,789 – 1,701 – 1,753 Expected return from refund claims –7 –9 Past service cost 40 474 Profi t/loss from curtailment or discontinuation of pension plans – 664 0 Pension expenses 4,285 5,799 91,368 295 Exchange rate changes 2009 2,961 – 231 10,488 – 3,546 – 3,813 – 1,326 – 2,290 40 474 – 664 0 Plan settlements – 3,087 – 1,700 Present value of defined benefit obligation as at December 31 91,368 109,737 The exchange rate changes reflected in the above table to a major extent resulted from the revaluation of the Swiss franc. The same applies to the exchange rate changes in plan assets shown in the table below. The pension expenses are included mainly in cost of sales, selling and general administrative expenses and in interest expenses. FINANCIAL STATEMENTS Fair value of plan assets Benefi ts paid The funding status is shown in the table below. Pension liabilities Pension assets Impact of ceiling in accordance with ias 19.58 (b) 2006 2007 2008 2009 2010 81,998 75,336 86,450 91,368 109,737 – 41,627 – 40,754 – 45,201 – 45,652 – 54,362 0 58 80 23 0 Funding status 40,371 34,640 41,329 45,739 55,375 Empirical adjustment in liabilities 5.35 % – 8.12 % – 2.77 % – 0.10 % 0.77 % Empirical adjustment in assets 5.68 % – 2.10 % 15.60 % – 1.18 % 1.44 % forward > > GfK_131 Notes to the consolidated balance sheet Long-term other provisions — The movement in long-term other provisions in the period under review is shown in the table below. 26. interest-bearing financial liabilities As at January 1, 2010 The breakdown of financial liabilities is shown in the tables below. Personnel 10,868 Potential contractual losses 7,226 Other 1,583 Total 19,677 116 535 167 818 0 0 0 0 Currency effects Change in scope of consolidation Remaining term 31.12.2009 Write-ups to discounted provisions Additions Reclassifications to short-term provisions 0 544 0 544 11,387 1,667 672 13,726 – 4,541 – 2,868 939 – 6,470 Utilization – 551 0 – 150 – 701 Release – 771 0 – 530 – 1,301 16,508 7,104 2,681 26,293 As at December 31, 2010 Personnel provisions mainly comprise commitments relating to employees leaving and from provisions for anniversary expenses based on contractual agreements. In addition, they include provisions for long-term incentive programs of eur 11,822 thousand (2009: eur 5,554 thousand). FINANCIAL STATEMENTS The provision for potential contractual losses relates to two longterm lease agreements at non-standard terms as well as other rental agreements. The agreements accounting for the highest amounts are at companies of the former nop World. The agreements at GfK Mediamark Research & Intelligence, llc, New York, New York, usa, and GfK Custom Research, llc, New York, New York, usa, have been in place since 2005 and 2002 respectively. The remaining terms are six and nine years respectively. 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 these are interestfree commitments, the present value has been used. The discount on the contracts involving the highest amounts was calculated at interest rates of 6.79 % and 4.45 % respectively. The nominal amount of the commitment of GfK Mediamark Research & Intelligence, llc, New York, New York, usa, was eur 4,141 thousand (usd 5,556 thousand) as at the reporting date (2009: eur 4,285 thousand or usd 6,148 thousand). The nominal amount of the commitment of GfK Custom Research, llc, New York, New York, usa, was eur 3,133 thousand (usd 4,203 thousand; 2009: eur 3,826 thousand or usd 5,489 thousand). A share of these commitments is reported under short-term provisions. In the year under review, write-ups to these discounted provisions of eur 544 thousand (2009: eur 358 thousand) were applied. Amounts due to banks Liabilities under finance leases Other financial liabilities Interest-bearing financial liabilities Of which More between Of which one and more than than one year five years five years Total Less than one year 400,426 97,280 303,146 303,146 0 12,200 2,399 9,801 9,801 0 84,492 36,546 47,946 44,968 2,978 497,118 136,225 360,893 357,915 2,978 Remaining term 31.12.2010 Amounts due to banks Liabilities under finance leases Other financial liabilities Interest-bearing financial liabilities Of which More between Of which one and more than than one year five years five years Total Less than one year 348,236 77,786 270,450 270,450 0 11,498 2,676 8,822 8,822 0 69,187 22,135 47,052 45,452 1,600 428,921 102,597 326,324 324,724 1,600 Other financial liabilities included loan liabilities totaling eur 8,509 thousand (2009: eur 5,404 thousand) as at December 31, 2010, of which eur 8,326 thousand (2009: eur 4,904 thousand) concerned related parties. In addition, other financial liabilities comprised purchase price liabilities which depend on future events (put options and bonds) for the acquisition of participations amounting to eur 60,231 thousand (2009: eur 78,277 thousand). As at December 31, 2010, the weighted average interest rate for the amounts due to banks was 2.51 % after interest rate hedging (2009: 2.85 %). The financial liabilities become due in the next five years and thereafter, as shown in the table below. 31.12.2009 Short-term provisions 136,225 102,597 One to two years 58,289 214,303 The movement in short-term provisions in the year under review is shown in the table below. Two to three years 234,251 90,461 Three to four years 62,888 268 2,487 19,692 Four to fi ve years Personnel As at January 1, 2010 Currency effects Change in scope of consolidation Additions Reclassifi cations from long-term provisions Utilization Release As at December 31, 2010 132_GfK 31.12.2010 Within one year1) < < back Potential Authorities contrac- and insurance companies tual losses More than fi ve years Sales Sundry Total Interest-bearing financial liabilities 2,978 1,600 497,118 428,921 1) Includes current account liabilities payable on demand in the context of credit lines 5,498 2,741 850 1,729 71 10,889 146 194 9 157 10 516 8 3,793 0 0 0 2,805 0 946 0 64 8 7,608 4,541 – 3,911 – 242 2,868 – 3,216 0 0 – 1,040 – 745 – 483 – 13 – 300 101 – 50 0 6,470 – 8,405 – 555 9,833 2,587 2,906 196 16,531 1,009 The weighted average interest rate for loans and credit lines is 1.98 % (2009: 2.78 %) before interest rate hedging. As in the prior year, no collateral is in place for amounts due to banks and liabilities under leases of eur 359,734 thousand (2009: eur 412,626 thousand). — 27. other liabilities and deferred items The non-current and current items relating to other liabilities and deferred items are divided into financial and non-financial other liabilities and deferred items as follows: 31.12.2009 31.12.2010 Financial non-current other liabilities and deferred items 1,856 2,888 Non-financial non-current other liabilities and deferred items 1,533 1,568 Non-current other liabilities and deferred items 3,389 4,456 36,096 36,389 81,141 103,295 117,237 139,684 Financial current other liabilities and deferred items Non-financial current other liabilities and deferred items Current other liabilities and deferred items Financial current other liabilities from operating business mainly comprise amounts owed to households and respondents (eur 8,777 thousand; 2009: eur 6,937 thousand), interviewers (eur 6,695 thousand; 2009: eur 5,659 thousand) as well as customers (eur 2,926 thousand; 2009: eur 2,124 thousand). Financial current other liabilities from non-operating business primarily include liabilities for external year-end closing costs (eur 2,093 thousand; 2009: eur 2,759 thousand) and legal and consultancy costs (eur 1,020 thousand; 2009: eur 1,271 thousand). The breakdown of the partial amount “non-financial other liabilities and deferred items” is as follows: 31.12.2009 31.12.2010 1,096 1,426 437 142 1,533 1,568 Liabilities due to employees 55,503 72,457 Liabilities arising from other taxes 24,776 29,340 862 1,498 81,141 103,295 Non-financial non-current other liabilities and deferred items with a remaining term of more than one year Liabilities due to employees The breakdown of the partial amount “financial other liabilities and deferred items” is as follows: Miscellaneous non-financial non-current other liabilities and deferred items Non-financial non-current other liabilities and deferred items 31.12.2009 31.12.2010 Financial non-current other liabilities and deferred items with a remaining term of over one year Non-derivatives: Financial other liabilities from operating business 524 1,546 Liabilities relating to rent 341 688 4 23 987 631 1,856 2,888 Financial other liabilities from operating business 20,708 24,121 Financial other liabilities from non-operating business 6,123 4,420 Liabilities relating to rent 2,746 3,190 Liabilities to related parties 1,636 1,745 Interest due 1,165 1,248 Liabilities to related parties Miscellanous financial non-current other liabilities and deferred items Financial non-current other liabilities and deferred items Financial current other liabilities and deferred items with a remaining term of less than one year Non-financial current other liabilites and deferred items with a remaining term of less than one year Miscellaneous non-financial current other liabilities and deferred items Non-financial current other liabilities and deferred items Non-financial current liabilities due to employees mainly comprise liabilities for the payment of bonuses (eur 35,295 thousand; 2009: eur 23,622 thousand) and holiday claims (eur 11,883 thousand; 2009: eur 10,788 thousand) as well as liabilities arising from social security (eur 10,377 thousand; 2009: eur 9,823 thousand). Non-derivatives: Sub-total: non-derivatives 2,450 606 34,828 35,330 1,124 251 Derivatives: Derivative financial instruments used as hedges Derivative financial instruments not used as hedges Sub-total: derivatives Financial current other liabilities and deferred items Total: Financial other liabilities and deferred items of which non-derivatives of which derivatives 144 808 1,268 36,096 1,059 36,389 37,952 39,277 36,684 38,218 1,268 1,059 The tables on pages 134 to 137 list the carrying values, values and fair values of all financial instruments held by the GfK Group, in accordance with the valuation categories of ias 39. In the following, the financial assets and liabilities reported at fair value as at the reporting date are defined according to the importance of the input parameters required for valuation. For this purpose, their carrying values are divided into three levels: values observable in active markets (level 1), observable input parameters which contribute to establishing the fair value on the basis of a valuation model (level 2) and input parameters not based on observable market data (level 3). forward > > FINANCIAL STATEMENTS Miscellaneous financial current other liabilities and deferred items — 28. financial instruments GfK_133 Financial instruments ias 39 valuation category Carrying value as at 31.12.2009 Assets Other financial assets Investments in affiliated companies Financial assets available for sale 4,393 Other participations Financial assets available for sale 1,500 Loans to affiliated companies Loans and receivables 2,190 Loans to associates Loans and receivables 675 Other loans Loans and receivables 252 Other available-for-sale securities Financial assets available for sale 410 Long-term fixed-term deposits Loans and receivables 124 Trade receivables Loans and receivables 270,683 Short-term securities and fixed-term deposits Assets valued at fair value with impact on the income statement 957 Financial other assets and deferred items Deposits Loans and receivables 2,806 Receivables from suppliers Loans and receivables 2,745 Assets from share and asset deals Loans and receivables 1,891 Interest receivables Loans and receivables 1,115 Derivative financial instruments (with hedging) – Derivative financial instruments (without hedging) Assets valued at fair value with impact on the income statement Miscellaneous financial other assets and deferred items Loans and receivables Cash and cash equivalents – 28 535 5,947 42,361 Liabilities Interest-bearing financial liabilities Amounts due to banks Financial liabilities valued at amortized cost Liabilities from finance lease – 12,200 Other financial liabilities Financial liabilities valued at amortized cost 84,492 Financial liabilities valued at amortized cost 60,231 Financial other liabilities from operational business Financial liabilities valued at amortized cost 21,232 Financial other liabilities from non-operational business Financial liabilities valued at amortized cost 6,123 Liabilities from leasing Financial liabilities valued at amortized cost 3,087 Trade payables 400,426 FINANCIAL STATEMENTS Financial other liabilities and deferred items Liabilities to related parties Financial liabilities valued at amortized cost 1,640 Interest liabilities Financial liabilities valued at amortized cost 1,165 Derivative financial instruments (with hedging) – 1,124 Derivative financial instruments (without hedging) Liabilities valued at fair value and charged to the income statement Miscellaneous financial other liabilities and deferred items Financial liabilities valued at amortized cost 144 3,437 Aggregated under ias 39 valuation categories Loans and receivables Financial assets available for sale Assets valued at fair value with impact on the income statement Financial liabilities valued at amortized cost Liabilities valued at fair value and charged to the income statement 134_GfK < < back 288,428 6,303 1,492 581,833 144 ias 17 balance sheet tax basis Recognition and measurement in the balance sheet according to ias 39 Acquisition costs Fair value recognized Fair value with impact on directly in equity the income statement 4,393 4,393 1,500 1,500 2,190 2,190 675 675 252 252 410 410 124 124 270,683 270,683 957 957 2,806 2,806 2,745 2,745 1,891 1,891 1,115 1,115 28 28 535 535 5,947 5,947 42,361 42,361 400,426 394,331 12,200 12,200 84,492 86,576 60,231 60,231 21,232 21,232 6,123 6,123 3,087 3,087 1,640 1,640 1,165 1,165 1,124 1,124 144 3,437 FINANCIAL STATEMENTS Amortized costs Fair value as at 31.12.2009 144 3,437 288,428 6,303 1,492 577,822 144 forward > > GfK_135 Financial instruments ias 39 valuation category Carrying value as at 31.12.2010 Assets Other financial assets Investments in affiliated companies Financial assets available for sale 5,302 Other participations Financial assets available for sale 1,500 Loans to affiliated companies Loans and receivables 2,365 Loans to associates Loans and receivables 1,061 Other loans Loans and receivables 139 Other available-for-sale securities Financial assets available for sale 448 Long-term fixed-term deposits Loans and receivables 200 Trade receivables Loans and receivables 315,569 Short-term securities and fixed-term deposits Assets valued at fair value with impact on the income statement 1,382 Deposits Loans and receivables 3,282 Receivables from suppliers Loans and receivables 3,188 Assets from share and asset deals Loans and receivables 1,524 Interest receivables Loans and receivables 314 Derivative financial instruments (with hedging) – Financial other assets and deferred items Derivative financial instruments (without hedging) Assets valued at fair value with impact on the income statement Miscellaneous financial other assets and deferred items Loans and receivables Cash and cash equivalents – 40 576 5,664 54,755 Liabilities Interest-bearing financial liabilities Amounts due to banks Financial liabilities valued at amortized cost Liabilities from finance lease – 11,498 Financial liabilities valued at amortized cost 63,877 Other financial liabilities Trade payables Liabilities valued at fair value and charged to the income statement 348,236 5,310 Financial liabilities valued at amortized cost 66,103 Financial other liabilities from operational business Financial liabilities valued at amortized cost 25,667 Financial other liabilities from non-operational business Financial liabilities valued at amortized cost 4,420 FINANCIAL STATEMENTS Financial other liabilities and deferred items Liabilities from leasing Financial liabilities valued at amortized cost 3,878 Liabilities to related parties Financial liabilities valued at amortized cost 1,768 Interest liabilities Financial liabilities valued at amortized cost 1,248 Derivative financial instruments (with hedging) – Derivative financial instruments (without hedging) Liabilities valued at fair value and charged to the income statement Miscellaneous financial other liabilities and deferred items Financial liabilities valued at amortized cost 251 808 1,237 Aggregated under ias 39 valuation categories Loans and receivables Financial assets available for sale 7,250 Assets valued at fair value with impact on the income statement 1,958 Financial liabilities valued at amortized cost Liabilities valued at fair value and charged to the income statement 136_GfK 333,306 < < back 516,434 6,118 ias 17 balance sheet tax basis Recognition and measurement in the balance sheet according to ias 39 Acquisition costs Fair value recognized Fair value with impact on directly in equity the income statement 5,302 5,302 1,500 1,500 2,365 2,365 1,061 1,061 139 139 448 448 200 200 315,569 315,569 1,382 1,382 3,282 3,282 3,188 3,188 1,524 1,524 314 314 40 40 576 576 5,664 5,664 54,755 54,755 348,236 347,567 11,498 63,877 11,498 65,165 5,310 5,310 66,103 66,103 25,667 25,667 4,420 4,420 3,878 3,878 1,768 1,768 1,248 1,248 251 251 808 1,237 FINANCIAL STATEMENTS Amortized costs Fair value as at 31.12.2010 808 1,237 333,306 7,250 1,958 517,053 6,118 forward > > GfK_137 Financial instruments 31.12.2009 Level 1 Level 2 Level 3 Derivative financial instruments not used as hedges 535 0 535 0 Derivative financial instruments used as hedges 28 0 28 0 957 957 0 0 Derivative financial instruments not used as hedges – 144 0 – 144 0 Derivative financial instruments used as hedges – 1,124 0 – 1,124 0 252 957 – 705 0 31.12.2010 Level 1 Level 2 Level 3 Derivative financial instruments not used as hedges 576 0 576 0 Derivative financial instruments used as hedges 40 0 40 0 1,382 1,382 0 0 Derivative financial instruments not used as hedges – 808 0 – 808 0 Derivative financial instruments used as hedges – 251 0 – 251 0 Financial assets valued at fair value Short-term securities and fixed-term deposits Financial liabilities valued at fair value Total The sensitivity analysis approximately quantifies the risk that can arise under certain assumed conditions if specific parameters change. The new earn-outs included in 2010 were affected by a simultaneous parallel appreciation of the interest rate by one percentage point and the reduction in ebit by ten percentage points while all other factors remained constant. This reduced existing liabilities and increased the net financial income by eur 1,098 thousand each. The decrease in the interest rate by one percentage point with a simultaneous rise in ebit by ten percentage points income in an increase in liabilities and a reduction in the net financial income of eur 112 thousand each. — 29. risk management relating to market, credit and liquidity risks As a result of using financial instruments, the GfK Group is exposed to market risks, liquidity risks and default risks. Financial assets valued at fair value Short-term securities and fixed-term deposits Market risk Market risks arise from potential changes in risk factors that result in a decrease in the market value of the transactions affected by these risk factors. For the GfK Group, exchange rate risks and interest rate risks are particularly relevant. Financial liabilities valued at fair value Purchase price components which depend on future events – 5,310 0 0 – 5,310 Total – 4,371 1,382 – 443 – 5,310 Exchange rate risks 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 tables below. EUR USD GBP CHF SGD JPY No material valuation results were recognized directly in equity in financial year 2010 as part of recognizing changes in the value of financial instruments in the available-for-sale category. 31.12.2009 Loans 1,377 260,991 59,521 0 988 0 Trade receivables 7,890 2,833 160 54 595 0 Cash and cash equivalents 2,531 383 17 199 0 0 Interest income from financial assets and liabilities recognized directly in equity at fair value, which is calculated using the effective interest rate method, amounted to eur 2,414 thousand (2009: eur 3,244 thousand). At the same time, the corresponding interest expenses amounted to eur 19,058 thousand (2009: eur 19,639 thousand). Interest-bearing financial liabilities FINANCIAL STATEMENTS The purchase price components which depend on future events reflect earn-out agreements concluded after December 31, 2009. They are valued as at the reporting date on the basis of market interest rates that are appropriate for the relevant term. In the year under review, no changes in value occurred with impact on the income statement, since the underlying transactions took place at the end of the financial year. No change in value was offset against equity without impact on the income statement. 138_GfK < < back Trade payables Liabilities from orders in progress Derivative financial instruments Net exposure – 514 – 185,641 – 8,358 0 – 2,485 – 9,358 – 3,264 – 4,252 – 989 – 3,550 – 186 – 223 – 238 – 3,103 – 19 0 – 109 0 0 – 3,664 7,698 3,790 1,327 7,112 7,782 67,547 58,030 493 130 – 2,469 EUR USD GBP CHF SGD JPY 527 196,057 81,555 0 0 1,471 13,951 8,247 202 127 441 10 Cash and cash equivalents 2,301 1,732 473 923 0 0 Interest-bearing financial liabilities – 317 – 118,849 0 – 15,994 – 8,072 – 6,885 – 1,076 – 54 – 292 – 263 – 416 – 4,434 –4 0 – 111 0 – 2,065 – 8,126 5,360 9,706 – 4,302 12,545 5,909 67,742 86,510 – 5,292 – 8,909 – 253 Loans Trade receivables Trade payables Liabilities from orders in progress Derivative financial instruments Net exposure – 4,645 – 14,016 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 Interest rate risks can impact on variable-rate financial instruments and on fixed-income financial instruments not valued 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 fixedincome 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 tables below provide an overview of variable-rate financial instruments: Remaining term 31.12.2009 Loans Financial liabilities Liabilities to related parties Derivatives 31.12.2009 Equity Income statement 31.12.2010 Overall impact Equity Income statement Net exposure Less than one year 1,103 One to five years 2,014 More than five years 0 – 340,791 – 50,543 – 290,248 0 5,154 – 4,041 – 1,113 0 159,952 139,952 20,000 0 – 182,876 86,471 – 269,347 0 Total amount 2,486 Less than one year 2,486 One to five years 0 – 264,865 – 50,981 – 213,884 0 – 4,454 – 3,193 – 1,261 0 Overall impact EUR 0 – 745 – 745 0 – 749 – 749 USD 12,261 – 5,139 7,122 14,618 – 7,031 7,587 GBP 5,778 – 744 5,034 7,975 140 8,115 – 1,500 CHF 0 – 330 – 330 0 – 1,500 SGD 0 – 120 – 120 0 – 461 – 461 JPY 0 – 958 – 958 0 – 1,280 – 1,280 18,039 – 8,036 10,003 22,593 – 10,881 11,712 Total Total amount 3,117 Remaining term 31.12.2010 Loans Financial liabilities Liabilities to related parties Derivatives Net exposure The impact of exchange rate fluctuations is concentrated on the us dollar and pound sterling in particular. More than five years 0 23,563 1,118 22,445 0 – 243,270 – 50,570 – 192,700 0 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. The minimum interest rate applied to take account of changes in interest rates was 0 %. This analysis assumes that all other variables, especially exchange rates, remain constant. FINANCIAL STATEMENTS 31.12.2010 forward > > GfK_139 Risk management The total interest rate and interest rate and currency swaps mature in the next five years as shown in the table below. 31.12.2009 Equity Interest rate change in percentage points Variable-rate instruments Income statement +1 –1 +1 –1 0 0 – 2,238 2,238 Interest rate swaps 480 – 119 1,514 – 1,517 Cash flow sensitivity 480 – 119 – 724 721 Equity Variable-rate instruments Income statement +1 –1 +1 –1 0 0 – 2,449 1,845 Interest rate swaps 250 – 250 253 – 255 250 – 250 – 2,196 1,590 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 headed “equity”. The GfK Group uses derivative financial instruments to hedge against exchange rate and interest rate risks. If the prerequisites for hedge accounting are met, derivative financial instruments are reported as part of cash flow hedges. Assets Carrying value 31.12.2010 Nominal Carrying volume value Nominal volume Interest rate swaps as cash flow hedges 0 0 0 0 125 2,091 1 1,118 0 0 0 0 not used as hedges 410 24,299 575 23,196 as cash flow hedges 28 3,255 40 1,742 Interest rate and currency swaps not used as hedges Interest rate caps as cash flow hedges Currency forward transactions Liabilities Interest rate swaps as cash flow hedges 1,120 159,952 220 20,000 44 2,977 477 2,445 0 3,903 0 0 100 12,295 331 33,091 4 382 31 452 FINANCIAL STATEMENTS Interest rate and currency swaps not used as hedges Interest rate caps as cash flow hedges Currency forward transactions not used as hedges as cash flow hedges 31.12.2010 145,0201) 1,118 0 22,445 Between two and three years 20,000 0 Between three and four years 0 0 Between four and five years 0 0 165,020 23,563 The nominal volume of derivative financial instruments comprises the total of the nominal amounts of individual put and call option contracts. The fair value is calculated on the basis of the valuation of all contracts at the prices recorded on the valuation date. The derivative financial instruments are valued on a markingto-market basis, in accordance with the market conditions as at 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 at December 31, 2010, the GfK Group essentially had currency hedging contracts relating to the Australian dollar, us dollar, Singapore dollar, Japanese yen, pound sterling and Swiss franc. GfK se charges its subsidiaries a management fee for central Group services. To protect selected subsidiaries from possible exchange rate risks, GfK se invoices these Group services in local currency. The resultant exchange rate risk at GfK se arising from increases in the euro exchange rate against the foreign currencies of these invoices is eliminated through currency forward transactions with various banks relating to the relevant payment dates. Derivative financial instruments 31.12.2009 31.12.2009 1) The allocation of the prior year’s figures was adjusted where this was not appropriate. Cash flow sensitivity Derivative financial instruments Between one and two years Nominal volume of interest rate swaps 31.12.2010 Interest rate change in percentage points Maturity Less than one year The GfK Group used net investment hedges to hedge net investments 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 (merged with GfK Custom Research, llc, New York, New York, usa), and GfK v2, llc, Blue Bell, Pennsylvania, usa (merged with GfK Healthcare, lp, East Hanover, New Jersey, usa), of eur 2,531 thousand before tax (2009: eur 3,919 thousand) and eur 1,734 thousand after tax (2009: eur 2,686 thousand), were recognized directly in equity without impact on the income statement. In the case of derivatives used as part of cash flow hedges, changes in values are reported under other reserves. In the year under review, the change in other reserves amounted to eur 622 thousand before tax (2009: eur – 594 thousand) and eur 426 thousand after tax (2009: eur – 407 thousand). Liabilities from cash flow hedges have a carrying value of eur 19,975 thousand (2009: eur 159,887 thousand). The expected outflow of funds from the underlying transactions which are hedged by these cash flow hedges amounted to eur 1,019 thousand (2009: eur 4,467 thousand). Of this, eur 777 thousand (2009: eur 3,514 thousand) will occur and impact on income in less than one year and eur 242 thousand (2009: eur 953 thousand) in a period of between one and five years. In the reporting year, no material ineffective portions were recorded in relation to cash flow hedges and net investment hedges. The 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 10,740 thousand (2009: eur 4,323 thousand), while expenses amounted to eur 8,714 thousand (2009: eur 4,239 thousand). 140_GfK < < back Credit risks 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. Liquidity risks As at December 31, 2010, the GfK Group had confirmed loans and credit lines of eur 552,187 thousand (2009: eur 566,116 thousand), of which eur 203,951 thousand (2009: eur 165,690 thousand) have not been used. 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 debt 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. The GfK Group comfortably met both covenants as at December 31, 2010. The GfK Group only concludes financing transactions with renowned German and foreign banks. The default risk and risk concentration is further reduced by spreading the transactions across several banks. At the beginning of 2010, the GfK Group secured fresh liquidity through five bilateral bank loans amounting to eur 70.0 million, with terms ranging from one to five years. The funding elements indicated and an existing cash holding of eur 54.8 million as at the reporting date assure the sound financial basis of the Group. Based on the 2010 budgeting process, detailed twelve-month liquidity and finance planning is prepared and compared with the available credit lines. This enables the GfK Group to respond at an early stage to any potential liquidity bottlenecks identified. The tables below show the contractually agreed, undiscounted interest and principal repayments on primary financial liabilities and derivative financial instruments of the GfK Group at negative fair value for 2009 and 2010. Remaining term up to 31.12.2009 Carrying value Gross outflows 2010 2011 2012 2013 > 2013 Non-derivative financial liabilities Amounts due to banks 400,426 418,756 105,086 57,414 225,666 30,590 0 Liabilities under finance leases 12,200 13,512 2,504 2,478 8,229 293 8 Other financial liabilities 84,492 93,803 37,628 4,875 5,205 37,993 8,102 Trade payables 60,231 60,231 60,231 0 0 0 0 Miscellaneous financial liabilities 36,684 36,684 34,828 1,856 0 0 0 1,268 1,290 1,333 14 – 57 0 0 Derivative financial liabilities of which valued at fair value and charged to the income statement Total 144 146 151 2 –7 0 0 595,301 624,276 241,610 66,637 239,043 68,876 8,110 31.12.2010 Carrying value Gross outflows 2011 2012 2013 2014 > 2014 15,186 Remaining term up to Amounts due to banks 348,236 367,290 88,024 201,668 61,766 646 Liabilities under finance leases 11,498 12,276 2,766 8,741 349 297 123 Other financial liabilities 69,187 73,759 22,175 8,990 34,696 0 7,898 0 of which valued at fair value and charged to the income statement 5,310 5,589 1,863 1,863 1,863 0 Trade payables 66,103 66,103 66,103 0 0 0 0 Miscellaneous financial liabilities 38,217 38,217 35,329 2,888 0 0 0 1,059 1,069 368 701 0 0 0 Derivative financial liabilities of which valued at fair value and charged to the income statement Total 808 816 281 535 0 0 0 534,300 558,714 214,765 222,988 96,811 943 23,207 forward > > FINANCIAL STATEMENTS Non-derivative financial liabilities GfK_141 Notes to the consolidated cash flow statement This presentation does not indicate budgeted figures. It reflects the financial instruments held as at the reporting date and for which contractual agreements regarding payments are in place. Foreign currency amounts were translated with the exchange rate as at the reporting date. No material financial assets were provided as collateral. — 30. notes to the consolidated cash flow statement The cash flow statement is presented at the front of the Notes. It shows 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 fixedterm deposits where they are available within three months. The cash flow from operating activity amounted to eur 172,011 thousand (2009: eur 134,650 thousand). It covered investments in full, which totaled eur 89,605 thousand (2009: eur 106,641 thousand). Of this, eur 48,608 thousand (2009: eur 48,978 thousand) related to capital expenditure. The disbursements for the acquisition of consolidated companies and other business units amounted to eur 35,070 thousand (2009: eur 54,770 thousand). In addition, cash flow from operating activity was partly used for loan repayments (eur 135,783 thousand; 2009: eur 142,391 thousand). At the same time, new loans totaled eur 78,422 thousand (2009: eur 154,047 thousand). In net terms, the cash flow from financing activity resulted in a negative figure (eur – 76,947 thousand; 2009: eur – 26,229 thousand). In the year under review, interest paid amounted to eur 16,231 thousand (2009: eur 17,876 thousand). The cash inflow from interest totaled eur 3,182 thousand (2009: eur 3,447 thousand). The interest received as well as the interest paid was allocated to cash flow from financing activity in the year under review, since it essentially comprises payments in connection with derivative interest rate hedging contracts. Dividends totaling eur 16,987 thousand (2009: eur 23,456 thousand) were paid to shareholders of GfK se and minority shareholders in subsidiaries. The cash and cash equivalents reported in the balance sheet rose by eur 12,394 thousand (2009: eur 5,691 thousand). FINANCIAL STATEMENTS Income tax payments resulted overall in a cash outflow of eur 41,316 thousand in financial year 2010 (2009: eur 36,290 thousand). No funds were acquired in the reporting year through the purchase of subsidiaries (2009: eur 2,151 thousand). — 31. 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 1,334 thousand (2009: eur 1,295 thousand) arose vis-à-vis The npd Group Inc., Port Washington, New York, usa. Loan obligations amounting to eur 4,315 thousand (2009: eur 2,560 thousand) were due to GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. (GfK Association), Nuremberg, the 142_GfK < < back majority shareholder of GfK se. The corresponding interest expenses stood at eur 56 thousand (2009: eur 23 thousand). In addition, sales of eur 1,244 thousand (2009: eur 1,530 thousand) were realized with this shareholder. Furthermore, loan obligations of eur 1,971 thousand (2009: eur 0 thousand) arose vis-à-vis the joint partners in SirValUse Consulting GmbH, Hamburg, with the corresponding interest expenses of eur 57 thousand (2009: eur 0 thousand). In connection with the acquisition of shares by GfK se in SirValUse Consulting GmbH, Hamburg, purchase price payments totaling eur 1,915 thousand (2009: eur 0 thousand) were made to the minority shareholder dih Finanz und Consult GmbH, Frankfurt am Main, a wholly owned subsidiary of Deutsche Industrie-Holding GmbH, Frankfurt am Main. Peter Zühlsdorff is a partner and advisory board member in the latter. Mr Zühlsdorff is President of the majority shareholder of GfK se, GfK-Nürnberg, Gesellschaft für Konsum-, Markt- und Absatzforschung e.V. (GfK Association), Nuremberg. Provisions in connection with the long-term incentive programs (eur 17,342 thousand; 2009: eur 7,413 thousand) represent a commitment to selected managers of the GfK Group. Of this, eur 11,822 thousand (2009: eur 5,554 thousand) have 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 nonconsolidated affiliated companies, associated companies and other participations of the GfK Group are specified in the Notes above under the respective items. — 32. 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. 31.12.2009 31.12.2010 Commitments arising from maintenance, service and license agreements 4,477 2,536 guarantees and sureties 1,229 1,827 order commitments 2,638 1,978 Of these commitments, eur 4,645 thousand (2009: eur 5,834 thousand) have 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 5,998 thousand (chf 7,500 thousand) to cover claims by the purchaser arising from contractual infringements. This guarantee ends as at December 31, 2014. Following the acquisition of the nop World Group in 2005, the GfK Group was restructured in part and sub-groups and intermediate 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. cycle. Consumers represent the main data source for the Custom Research sector. In the Retail and Technology sector, data is collected from the retail industry. 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. A purchase price commitment of eur 10,167 thousand relates to the future acquisition of additional shares in SirValUse Consulting GmbH, Hamburg, of which eur 3,154 thousand have a remaining term of less than one year. 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 companies, agencies and the branded goods industry. The sector makes available regular, as well as special, one-off surveys and analyses. The source of information for the Media sector encompasses all types of media. 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. An amount of approximately eur 10 million is estimated for such risks relating to the GfK companies in Latin America. The occurrence and amount of such future liabilities cannot be estimated with certainty. 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. — 33. segment reporting 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 reported in line with the requirements specified in ifrs 8. GfK’s organizational structure is divided into three business sectors, Custom Research, Retail and Technology and Media, supplemented by Other. The segmentation of the GfK Group into sectors is based on the origin of market research data. 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 Income from third parties Custom Research 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, writedowns 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 under the same conditions as for third parties. Scheduled amortization (excluding impairments) comprises 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 2009 and 2010 is shown in the table below. Scheduled depreciation/ amortization Inter-sector income Adjusted operating income 2009 2010 2009 2010 2009 2010 2009 2010 709,171 785,592 0 0 21,346 22,985 39,538 63,205 113,858 Retail and Technology 325,840 370,823 0 0 8,160 10,370 95,852 Media 126,376 133,077 0 0 6,036 4,280 16,555 15,588 Other 3,145 4,716 49,483 50,840 372 530 – 4,791 – 7,665 0 0 – 49,483 – 50,840 0 0 0 0 1,164,532 1,294,208 0 0 35,914 38,165 147,154 184,986 Reconciliation Group FINANCIAL STATEMENTS Future commitments arising from lease agreements are described in Section 17, Tangible assets, in the sub-heading “Leasing”. forward > > GfK_143 Supplement disclosures 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: The reconciliation of non-current assets to the consolidated balance sheet is as follows: Non-current assets Scheduled depreciation/amortization 2009 2010 35,914 38,165 Amortization on additional assets identified on acquisitions 15,597 12,035 Depreciation/amortization in consolidated schedules of movement in assets (see Sections 16 and 17) 51,511 50,200 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 Western Europe/Middle East/Africa and Central and Eastern Europe regions 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, South Africa and the United Arab Emirates are allocated to the Western Europe/Middle East/Africa segment. The Central and Eastern Europe segment also includes Russia and Kazakhstan. The North America segment includes the United States of America and Canada. Argentina, Brazil, Chile, Ecuador, Colombia, Mexico, Peru and Venezuela are allocated to the Latin America segment. Asia and the Pacific includes subsidiaries in the countries Australia, China, India, Indonesia, Japan, Malaysia, Pakistan, Singapore, South Korea, Thailand and Vietnam. The 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 or rights arising from insurance policies. FINANCIAL STATEMENTS The information about the regions for financial years 2009 and 2010 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. Income from third parties 2010 2009 2010 Germany 301,265 341,109 175,671 183,870 Western Europe/ Middle East/Africa 458,119 482,874 505,785 527,992 Central and Eastern Europe North America 71,744 89,750 22,428 22,393 207,165 219,234 322,945 341,537 Latin America 39,366 54,791 30,128 35,017 Asia and the Pacific 86,873 106,450 58,828 71,467 1,164,532 1,294,208 1,115,785 1,182,276 Group 144_GfK Non-current assets 2009 < < back Other financial assets Deferred tax assets Non-current assets according to the consolidated balance sheet 2009 2010 1,115,785 1,182,276 9,544 11,015 32,600 38,901 1,157,929 1,232,192 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. — 34. pro forma statements in accordance with ifrs 3 In view of the fact that company acquisitions during 2010 do not materially affect comparability with the figures in the consolidated financial statements as at December 31, 2009, no pro forma statements are required in accordance with ifrs 3. — 35. pending litigation and claims for compensation No material disputes involving GfK se or one of its subsidiaries were pending as at December 31, 2010. — 36. events after the balance sheet date Professor Dr. Klaus L. Wübbenhorst, GfK se’s long-standing ceo, advised the Supervisory Board on February 23, 2011 that, for personal reasons, he will not be extending his contract when it runs out at the end of July 2012. On January 1, 2011, GfK increased its shareholding in SirValUse Consulting GmbH, Hamburg, the market leader in user experience consulting, and its indirect participation in nurago GmbH, Hanover, a leading global expert in digital brand, media and usability research, from 20 % to 60 %. The companies will be fully consolidated from January 1, 2011. There were no further events materially affecting the GfK Group after the reporting date. 37. amendments to ifrs standards and interpretations First-time application of standards or interpretations In November 2006, the iasb published ifric 12 (Service Concession Arrangements), which deals with the accounting of infrastructure services by private companies. ifric 12 includes explanations regarding the distinction between the various phases of service concession arrangements and for recognizing the related expenses and sales revenue. The interpretation was adopted by the European Union in March 2009. First-time application is mandatory for financial years starting on March 29, 2009. The amendments have no impact on the consolidated financial statements of the GfK Group. 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. Incidental acquisition 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 is possible in the remeasurement. Adopted by the European Union in June 2009, the amendments to ifrs 3 and ias 27 must be applied to financial years commencing on or after July 1, 2009. These amendments result, in particular, in changes to liabilities from earn-outs and rights of minority shareholders 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 are now also recognized as expenses. In July 2008, the 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 hedges, 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 and was adopted by the European Union in September 2009. The changes have no material impact on the consolidated financial statements of the GfK Group. In July 2008, the iasb also published ifric 16 (Hedges of a Net Investment 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 July 1, 2009. The interpretation was adopted by the European Union in June 2009. The changes have no material impact on the consolidated financial statements of the GfK Group. 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 solely to the format of ifrs 1. The standard must be applied for companies which prepare financial statements in accordance with ifrs for the first time from January 1, 2010 onwards. The revised version was adopted by the European Union in November 2009. The changes have no impact on the consolidated financial statements of the GfK Group. In November 2008, the iasb also published ifric 17 (Distributions of Non-cash Assets to Owners). The interpretation regulates how a company should measure other assets as cash equivalents (noncash assets) when such assets are transferred to shareholders as profit distribution. Application of ifric 17 is mandatory for financial years starting on or after November 1, 2009. The interpretation was adopted by the European Union in November 2009. The changes 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 information regarding the accounting for transfers of assets from customers, which the company must use either to connect the customer to a network or to grant the customer permanent access to the supply of goods and services. ifric 18 also describes cases in which a company receives cash equivalents subject to the condition of acquiring or producing one of the above assets. The interpretation was adopted by the European Union in November 2009. The changes have no impact on the consolidated financial statements of the GfK Group. In April 2009, the iasb published the Improvements to ifrss 2009 as part of the annual improvements project, which resulted in a number of changes to ifrs standards. 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 European Union adopted the improvements in March 2010. The changes have no material impact on the consolidated financial statements of the GfK Group. In June 2009, the iasb published amendments to ifrs 2 (Group Cash-settled Share-based Payment Transactions), which clarify the treatment of share-based payments settled in cash within the Group. Companies which receive goods or services as part of a share-based compensation agreement must report these goods or services, irrespective of which company within the Group fulfills the associated obligation or whether the obligation is settled in shares or in cash. In line with ias 27, a “group” comprises only the parent company and its subsidiaries. The changes must be applied for the first time to financial years starting on or after January 1, 2010. The amendments were adopted by the European Union in March 2010. The changes have no impact on the consolidated financial statements of the GfK Group. FINANCIAL STATEMENTS — In July 2009, the iasb published amendments to ifrs 1 (Additional Exemptions for First-time Adopters). The amendments relate to the retrospective application of ifrs in certain situations and are aimed at ensuring that companies do not incur unreasonable costs when switching to ifrs accounting. The standard affects companies which apply ifrs for the first time. The amendments must be applied for the first time to financial years starting on or after January 1, 2010. The amendments were adopted by the European Union in June 2010. The changes have no impact on the consolidated financial statements of the GfK Group. forward > > GfK_145 Supplement disclosures Standards or interpretations adopted by the eu whose application is not yet mandatory for financial years starting on January 1, 2010 In October 2009, the iasb published the amendments to ias 32 (Amendments to ias 32 Classification of Rights Issues), which were adopted by the European Union in December 2009. These amendments to ias 32 clarify the treatment of certain subscription rights if the instruments issued are not denominated in the issuer’s functional currency. If such instruments are offered to the current holders at a fixed amount on a pro rata basis, they should also be classified as equity instruments if their subscription rights price is expressed in a currency which differs from the issuer’s functional currency. The changes must be applied for the first time to financial years starting on or after February 1, 2010. These amendments will have no material impact on the consolidated financial statements of the GfK Group. In November 2009, the iasb published a revised version of ias 24 (Related Party Disclosures). The changes include a clarification of the definition of the term “related party”. The first-time application of ias 24 is mandatory for financial years starting on or after January 1, 2011. The revised version was adopted by the European Union in July 2010. The changes will have no material impact on the consolidated financial statements of the GfK Group. In November 2009, the iasb also published an amendment to ifric 14 (Amendment to ifric 14 Prepayments of a Minimum Funding Requirement). The amendment to ifric 14 is relevant if a company is subject to a minimum funding requirement and makes advance contribution payments, in order to fulfill this minimum funding requirement. The amendment enables companies to recognize the benefit from such prepayments as an asset in these cases. Application of the amendment to ifric 14 is mandatory from January 1, 2011. The amendment was adopted by the European Union in July 2010. The changes will have no material impact on the consolidated financial statements of the GfK Group. FINANCIAL STATEMENTS In November 2009, the iasb additionally published ifric 19 (Extinguishing Financial Liabilities with Equity Instruments). The interpretation clarifies that the equity instruments issued to a creditor for extinguishing financial liabilities form a component of the “compensation paid” in accordance with ias 39.41. The corresponding equity instruments must generally be valued at fair value. The difference between the carrying value of the financial liability to be taken off the books and the amount at first-time recognition of the equity instruments issued must be reported in the income statement. ifric 19 must be applied to financial years starting on or after July 1, 2010. The interpretation was adopted by the European Union in July 2010. The changes will have no impact on the consolidated financial statements of the GfK Group. In January 2010, the iasb published an amendment to ifrs 1 (Limited Exemption from Comparative ifrs 7 Disclosures for First-time Adopters). This amendment exempts parties applying ifrs for the first time from the additional disclosures to be made in 2009 under ifrs 7. Application is mandatory from July 1, 2010. The amendment was adopted by the European Union in June 2010. The changes will have no impact on the consolidated financial statements of the GfK Group. 146_GfK < < back In May 2010, the iasb published the Improvements to ifrss 2010 as part of the annual improvements project, which resulted in a number of changes to ifrs standards. Unless regulated separately in the relevant standard, the Improvements to ifrss are to be applied to financial years starting on or after July 1, 2010. Earlier application is permissible. The European Union adopted the improvements in February 2011. The changes will have no material impact on the consolidated financial statements of the GfK Group. Standards or interpretations resolved by the iasb but not yet adopted by the eu In November 2009, the iasb published ifrs 9 (Financial Instruments). The standard regulates the requirements in terms of the classification and valuation of financial instruments. ifrs 9 creates only two valuation categories. The changes must be applied to financial years starting on or after January 1, 2013. Earlier application is permissible. Adoption by the European Union is currently outstanding. The changes will impact on the consolidated financial statements of the GfK Group with regard to the classification and valuation of financial instruments. In October 2010, the iasb published amendments to ifrs 7 Financial Instruments: Disclosures (Disclosures – Transfers of Financial Assets). They relate, in particular, to additional disclosure requirements regarding the transfer of financial assets. They are aimed at making it easier to understand the link between the financial assets transferred and the corresponding financial liabilities. The amendments to ifrs 7 must be applied in financial years starting on or after July 1, 2011. 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 December 2010, the iasb published an amendment to ifrs 1 (Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters). As a result of this amendment to ifrs 1, rules have been included for cases in which a company was temporarily unable to comply with the ifrs requirements because its functional currency was subject to hyperinflation. This amendment to ifrs 1 must be applied for the first time in financial years starting on or after July 1, 2011. The changes will have no impact on the consolidated financial statements of the GfK Group. In December 2010, the iasb also published an amendment to ias 12 (Deferred Tax on Investment Property). With regard to investments property, it is often difficult to assess whether temporary tax differences will be reversed under continued use or as part of a sale. The amendment to ias 12 now clarifies that the reversal generally occurs on the basis of a sale. The amended ias 12 must be applied for the first time in financial years starting on or after January 1, 2012. Adoption by the European Union is currently outstanding. The changes will have no impact on the consolidated financial statements of the GfK Group. Auditor’s service fee In 2010, the expenses for the fee for the auditor of GfK se amounted to eur 1,690 thousand (2009: eur 1,585 thousand) and also included the service fee for the auditor and its affiliated companies for the financial statements of the us, uk, Spanish, Swiss, Dutch and Belgian subsidiaries of GfK se. 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 service fee for the auditor and its affiliated companies included the fee for the audited financial statements of the German, us, uk, Spanish, Swiss, Dutch and Belgian subsidiaries in accordance with national legislation (where required) as well as the ifrs reporting package. Number of staff In the year under review, 10,377 (2009: 10,307) staff were employed on average. The annual average number of staff was determined on the basis of the full-time equivalent. 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. 2009 2010 Custom Research 6,010 5,912 Retail and Technology 3,183 3,344 Media 560 549 Other 384 407 10,137 10,212 108 109 Managing Directors/Management Board members Trainees The cost of tax advice from the auditor in Germany, England, Spain, Switzerland and the Netherlands was eur 286 thousand (2009: eur 516 thousand) and eur 180 thousand (2009: eur 152 thousand) for other services provided by the auditor. 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, encodex International 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. Full-time employees 62 56 10,307 10,377 Total remuneration and shares of the Management Board and Supervisory Board Total remuneration granted to the Management Board for its duties in the financial year amounted to eur 7,452 thousand (2009: eur 5,187 thousand). Total remuneration for the Supervisory Board in the financial year amounted to eur 416 thousand (2009: eur 370 thousand). Information about the individual remuneration paid to the Management Board and Supervisory Board and the structure of the relevant remuneration components for the Management Board as well as the shares held by Management Board members is provided in the remuneration report of the Corporate Governance report on pages 21ff. The Supervisory Board holds 3,762 shares. The members of the Supervisory Board hold no stock options. Former members of the management of GfK GmbH, Nuremberg, and the Management Board of GfK se, Nuremberg, as well as their surviving dependants, received total payments of eur 914 thousand (2009: eur 916 thousand). Provisions of eur 13,657 thousand (2009: eur 11,289 thousand) have been set up for pension commitments to former Management Board members, their surviving dependants and managing directors. There were no loans and advances to members of the Management Board or Supervisory Board. forward > > FINANCIAL STATEMENTS — 38. supplementary disclosures GfK_147 Supervisory Board — 39. supervisory board Dr. Arno Mahlert Stephan Gemkow Chairman Member of the Management Board of Deutsche Lufthansa ag Non-Executive Director Seats held on other supervisory boards and comparable supervisory bodies: Seats held on other supervisory boards and comparable supervisory bodies: • Eterna Mode GmbH, Passau, Germany (Chairman, since July 1, 2010) • Springer Science + Business Media s.a., Luxembourg, Luxembourg (Chairman, until February 28, 2010) • Saarbrücker Zeitung GmbH, Saarbrücken, Germany (Deputy Chairman) • dal Deutsche Afrika-Linien GmbH & Co. kg, Hamburg, Germany • Delvag Luftfahrtversicherungs-ag, Cologne, Germany (Chairman) • lsg Lufthansa Service Holding ag, Neu-Isenburg, Germany (Chairman) • Lufthansa AirPlus Servicekarten GmbH, Neu-Isenburg, Germany (Chairman) • Lufthansa Cargo ag, Kelsterbach, Germany (Chairman) • Lufthansa Systems ag, Kelsterbach, Germany (Chairman) • maxingvest ag, Hamburg, Germany • Lufthansa Technik ag, Hamburg, Germany (Chairman) • Peek & Cloppenburg kg, Hamburg, Germany (since June 23, 2010) • Amadeus it Group s.a., Madrid, Spain • Zeitverlag Gerd Bucerius GmbH & Co., Hamburg, Germany • Amadeus it Holding s.a., Madrid, Spain Stefan Pfander • JetBlue Airways Corp., New York, New York, usa • Evonik Industries ag, Essen, Germany Deputy Chairman Management Consultant Sandra Hofstetter (since May 26, 2010) Seats held on other supervisory boards and comparable supervisory bodies: Independent Works’ Council representative at GfK se • PETMedical ag, Zumikon, Switzerland (Chairman) Deputy Chairman of the Works’ Council at GfK se Deputy Chairman of the European se Works’ Council • Treofan Holdings GmbH, Raunheim, Germany (Chairman) • Sweet Global Network e.V., Munich, Germany (Deputy Chairman) • Barry Callebaut ag, Zurich, Switzerland • maxingvest ag, Hamburg, Germany Stephan Lindeman Research Director at Intomart GfK b.v., Hilversum, Netherlands Chairman of the Works’ Council at Intomart GfK b.v., Hilversum, Netherlands Deputy Chairman of the European se Works’ Council FINANCIAL STATEMENTS Dr. Christoph Achenbach Managing Director and Business Consultant Shani Orchard Seats held on other supervisory boards and comparable supervisory bodies: Human Resources and Facilities Director, GfK Retail and Technology uk Ltd, West Byfleet, Surrey, uk • Reinert GmbH & Co. kg, Versmold, Germany (Chairman, since January 1, 2010) Member of the Steering Committee of the European se Works’ Council • Peek & Cloppenburg kg, Hamburg, Germany (since June 23, 2010) • SinnLeffers GmbH, Hagen, Germany (until August 31, 2010) Dr. Wolfgang C. Berndt Hauke Stars General Manager, Hewlett-Packard Schweiz GmbH, Dübendorf, Switzerland Non-Executive Director Seats held on other supervisory boards and comparable supervisory bodies: • omv ag, Vienna, Austria (Deputy Chairman, since May 26, 2010) • Bank of Scotland plc, Edinburgh, Scotland (until May 6, 2010) • Cadbury plc, London, uk (until April 30, 2010) • hbos plc, Edinburgh, Scotland (until May 6, 2010) • Lloyds Banking Group plc, London, uk (until May 6, 2010) • Lloyds tsb Bank plc, London, uk (until May 6, 2010) • miba ag, Laakirchen, Austria • miba Beteiligungs ag, Laakirchen, Austria • bast ag, Vienna, Austria (since September 23, 2010) 148_GfK < < back Dieter Wilbois Independent Works’ Council representative at GfK se Chairman of the Group Works’ Council Chairman of the European se Works’ Council — 40. management board Professor Dr. Klaus L. Wübbenhorst Dr. Gérard Hermet (until December 31, 2010) Chief Executive Officer (ceo) Chief Operating Officer (coo) Responsible for Strategy, Internal Audit, Marketing Sciences, Corporate Communications and it Services Retail and Technology sector Seats held on supervisory boards and comparable supervisory bodies: • npd Intelect, l.l.c., New York, New York, usa Seats held on supervisory boards and comparable supervisory bodies: • bu Holding GmbH & Co. kg, Nuremberg, Germany (Chairman) • ergo Versicherungsgruppe ag, Dusseldorf, Germany Debra A. Pruent Chief Operating Officer (coo) Pamela Knapp Custom Research sector Chief Financial Officer (cfo) Seats held on supervisory boards and comparable supervisory bodies: Responsible for Finance, Accounting, Controlling, Tax, Mergers and Acquisitions, Legal and Compliance, Human Resources and Central Services • Advertising Research Foundation (arf), New York, New York, usa Seats held on supervisory boards and comparable supervisory bodies: Wilhelm R. Wessels • Monier Holding gp s.a., Luxembourg, Luxembourg Chief Operating Officer (coo) Custom Research and Media sectors Petra Heinlein Seats held on supervisory boards and comparable supervisory bodies: Chief Operating Officer (coo) • Leoni ag, Nuremberg, Germany Custom Research sector • staedtler Noris GmbH, Nuremberg, Germany • staedtler Stiftung, Nuremberg, Germany Dr. Gerhard Hausruckinger (since September 1, 2010) • TriStyle Mode GmbH & Co. kg, Fürth, Germany Chief Operating Officer (coo) FINANCIAL STATEMENTS Retail and Technology sector forward > > GfK_149 Shareholdings of the GfK Group — 41. shareholdings of the gf k group As at December 31, 2010 Share in the capital in % Company name and registered office Financial year Equity (eur '000) Affiliated companies (Germany), included in the consolidated financial statements (details according to ifrs commercial balance sheet ii) encodex International GmbH, Nuremberg 1951) 95.00 2010 enigma GfK Medien- und Marketingforschung GmbH, Wiesbaden 100.00 2010 6931) GfK GeoMarketing GmbH, Bruchsal 100.00 2010 1,0221) GfK North America Holding GmbH, Nuremberg 100.00 2010 242,8331) GfK North America Investment GmbH, Nuremberg 100.00 3) 2010 190,7191) 95.00 10) GfK Retail and Technology GmbH, Nuremberg ifr Deutschland GmbH, Dusseldorf media control GfK international GmbH, Baden-Baden 2010 140,6281) 100.00 3) 2010 – 1,713 70.00 4) 2010 2,748 Media Markt Analysen GmbH & Co. kg, Frankfurt/Main 100.00 2010 349 Modata GmbH, Berlin 100.00 3) 2010 372 99.00 3) 2010 3,122 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 Adimark s.a., Providencia, Santiago, Chile 100.00 2010 603 afi Investments ulc, London, uk 100.00 3) 2010 716 Barterstore ulc, London, uk 100.00 3) 2010 4,980 Beijing Sino Market Research Co., Ltd., Beijing, China 100.00 3) 2010 200 Bilesim Internasyonal Arastirma Organizasyon Danismanlik ve Ticaret a.s., Istanbul, Turkey China Market Monitor Co., Ltd., Beijing, China 100.00 3) 100.00 3) 2010 2010 106 1,305 Collect Investigaciones de Mercado s.a., Providencia, Santiago, Chile 100.00 3) 2010 637 51.00 3) 2010 343 Dealtalk Limited, London, uk 100.00 3) 2010 3,114 Doane Marketing Research, Inc., Saint Louis, Missouri, usa 100.00 3) 2010 1,638 63.00 3) 2010 666 100.00 3) 2010 144 51.00 3) 2010 6,858 100.00 3) 2010 681 51.00 3) 2010 189 GfK (u.k.) Ltd., West Byfleet, Surrey, uk 100.00 3) 2010 5,806 GfK Animal Healthcare Limited, West Byfleet, Surrey, uk 100.00 3) 2010 0 GfK Arastirma Hizmetleri a.s., Istanbul, Turkey 100.00 2010 6,363 GfK Ascent-mi Limited, West Byfleet, Surrey, uk 100.00 2010 388 GfK Asia Pte Ltd., Singapore, Singapore 100.00 3) 2010 21,757 GfK Audimetrie n.v., Brussels, Belgium 100.00 3) 2010 1,880 94.80 3) 2010 10,604 GfK Belgrade d.o.o., Belgrade, Serbia 100.00 3) 2010 560 GfK bh d.o.o., Sarajevo, Bosnia and Herzegovina 100.00 3) 2010 130 GfK Blue Moon Quantitative Research Pty. Limited, St Leonards, Australia 100.00 3) 2010 4 GfK Blue Moon Research and Planning Pty. Limited, St Leonards, Australia 100.00 3) 2010 241 Corporación Empresarial asa sa de cv, Mexico City, Mexico Encodex Japan k.k., Osaka, Japan Etilize (Private) Limited, Karachi, Pakistan Etilize, Inc., Rolling Hills Estates, California, usa FINANCIAL STATEMENTS GfK – Centar za istrazivanje trzista d.o.o., Zagreb, Croatia GfK – Conecta s.a.c., Lima, Peru GfK Austria GmbH, Vienna, Austria 1) Profit and loss transfer agreement 2) Details according to commercial balance sheet II 3) Full indirect shareholding 4) Partially indirect shareholding 150_GfK < < back 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Newly established in 2010 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement Financial year Equity (eur '000) 378 GfK Chart-Track Limited, London, uk 55.00 3) 2010 GfK Colombia s.a., Bogotá, Colombia 99.40 3) 2010 160 2010 4,835 – 468 GfK Custom Research Australia Holding Pty. Limited, Sydney, Australia 100.00 GfK Custom Research Baltic, Riga, Latvia 51.00 3) 2010 GfK Custom Research Beijing Co., Ltd., Beijing, China 66.00 2010 877 GfK Custom Research Brasil Pesquisa de Mercado Ltda., São Paulo, Brazil 95.00 2010 5,621 GfK Custom Research Japan kk, Tokyo, Japan 66.00 2010 1,192 GfK Custom Research Latam Holding, s.l., Valencia, Spain 95.00 2010 95 GfK Custom Research Pte. Ltd., Singapore, Singapore 100.00 2010 8,147 GfK Custom Research, llc, New York, New York, usa 100.00 3) 2010 45,055 GfK Czech, s r.o., Prague, Czech Republic 100.00 3) 2010 891 GfK Danmark a/s, Frederiksberg, Denmark 100.00 2010 274 GfK Daphne Communication Management b.v., Amstelveen, Netherlands 100.00 3) 2010 – 215 GfK emer Ad Hoc Research, s.l., Valencia, Spain 50.10 2010 5,498 GfK Equity Research Inc., Boston, Massachusetts, usa 100.00 3) 2010 1,229 GfK eurisko rom s.r.l., Iasi, Romania 100.00 3) 2010 97 GfK eurisko S.r.l., Milan, Italy 100.00 3) 2010 – 9,287 GfK Healthcare Holding, Inc., Wilmington, Delaware, usa 100.00 3) 2010 464 GfK Healthcare, lp, East Hanover, New Jersey, usa 100.00 3) 2010 8,249 gfk hellas e.p.e., Athens, Greece 100.00 2010 1,520 gfk holding mexico, s.a. de c.v., Mexico City, Mexico 100.00 2010 798 GfK Holding, Inc., Wilmington, Delaware, usa 100.00 3) 2010 177,777 GfK Hungária Piackutató Kft., Budapest, Hungary 100.00 3) 2010 2,310 GfK Immobilier Société à responsabilité limitée, Rueil-Malmaison, France 100.00 3) 2010 375 gfk isl, custom research france sas, Rueil-Malmaison, France 100.00 2010 515 GfK Kasachstan too, Almaty, Kazakhstan 100.00 3) 2010 175 GfK Kleiman Sygnos s.a., Buenos Aires, Argentina 90.00 2010 107 100.00 3) 2010 – 375 GfK Kynetec Group Limited, St Peter Port, Guernsey, uk 100.00 2010 25,728 GfK Kynetec Limited, Bristol, uk 100.00 3) 2010 3,070 51.00 3) 2010 3,398 GfK Kynetec France sas, Saint Aubin, France gfk latinoamerica holding, s.l., Valencia, Spain GfK LifeStyle Tracking Japan kk, Tokyo, Japan 100.00 2010 1,016 GfK Malta Holding Limited, Portomaso, Malta 100.00 2010 246,779 GfK Malta Services Limited, Portomaso, Malta 100.00 3) 2010 129,783 99.00 3) 2010 1,192 100.00 3) 2010 1,595 84.20 3) 2010 16,002 GfK Mediamark Research & Intelligence, llc, New York, New York, usa 100.00 3) 2010 21,313 GfK Mode Pvt Ltd, Kolkata, India 100.00 3) 2010 2,912 GfK Music sarl, Rueil-Malmaison, France 100.00 3) 2010 172 GfK Mystery Shopping Services Ltd., London, uk 100.00 3) 2010 211 GfK Nielsen India Private Limited, Mumbai, India 50.10 3) 2010 1,264 GfK Market Consulting (Beijing) Co. Ltd., Beijing, China GfK Marketing Services Hong Kong Limited, Hong Kong, China GfK Marketing Services Japan k.k., Tokyo, Japan 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 2010 FINANCIAL STATEMENTS Share in the capital in % Company name and registered office 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement forward > > GfK_151 Shareholdings of the GfK Group Share in the capital in % Company name and registered office 398 GfK nop Field Interviewing Services Limited, London, uk 100.00 3) 2010 100.00 3) 2010 167 GfK nop Limited, London, uk 100.00 3) 2010 59,607 GfK nop Mystery Shopping Services Limited, London, uk 100.00 3) 2010 125 GfK nop Services Limited, London, uk 100.00 3) 2010 299 GfK nop Telephone Interviewing Services Limited, London, uk 100.00 3) 2010 456 GfK nop u.k. Holding Limited, London, uk 100.00 3) 2010 25,383 GfK Norge a/s, Oslo, Norway 100.00 2010 929 GfK Panelservices Benelux b.v., Dongen, Netherlands 100.00 3) 2010 8,785 GfK Polonia Sp. z o.o., Warsaw, Poland 100.00 3) 2010 3,630 80.00 3) 2010 2,492 GfK Research Dynamics, Inc., Mississauga, Canada 100.00 2010 1,228 GfK Research Matters ag, Basel, Switzerland 100.00 2010 1,865 GfK Retail and Technology (Thailand) Ltd., Bangkok, Thailand 100.00 3) 2010 190 GfK Retail and Technology Argentina s.a., Buenos Aires, Argentina 95.10 3) 2010 607 GfK Retail and Technology Asia Holding b.v., Amsterdam, Netherlands 89.48 3) 2010 143 GfK Retail and Technology Baltic sia, Riga, Latvia 100.00 3) 2010 660 GfK Retail and Technology Benelux b.v., Amstelveen, Netherlands 100.00 3) 2010 8,153 GfK Retail and Technology Brasil Ltda., São Paulo, Brazil 95.00 3) 2010 3,171 GfK Retail and Technology Chile Limitada, Santiago, Chile 100.00 3) 2010 1,286 GfK Retail and Technology China Co. Ltd., Shanghai, China 100.00 3) 2010 20,360 50.10 3) 2010 7,770 Gfk Retail and Technology France sas, Rueil-Malmaison, France 100.00 3) 2010 7,090 GfK Retail and Technology Hong Kong Limited, Hong Kong, China 100.00 3) 2010 1,913 GfK Retail and Technology Italia S.r.l., Milan, Italy 100.00 3) 2010 7,099 GfK Retail and Technology Korea Limited, Seoul, South Korea 100.00 3) 2010 2,835 GfK Retail and Technology Malaysia Sdn. Bhd., Kuala Lumpur, Malaysia 100.00 3) 2010 841 GfK Retail and Technology Market Research Vietnam Limited, Ho Chi Minh City, Vietnam GfK Retail and Technology Middle East fz-llc, Dubai, United Arab Emirates 100.00 3) 100.00 3) 2010 2010 123 3,484 GfK Retail and Technology South Africa (Proprietary), Sandton, South Africa 100.00 3) 2010 432 GfK Retail and Technology Taiwan Ltd, Taipei, Taiwan, China 100.00 3) 2010 332 GfK Retail and Technology uk Ltd, West Byfleet, Surrey, uk 100.00 3) 2010 10,665 GfK Retail and Technology usa, llc, Wilmington, Delaware, usa 100.00 3) 2010 508 GfK Retail and Technology, Australia Pty. Limited, Sydney, Australia 100.00 3) 2010 10,026 GfK Romania-Institut de Cercetare de Piata Srl, Bucharest, Romania 100.00 3) 2010 1,671 GfK Slovakia Inštitút pre prieskum trhu s r.o., Bratislava, Slovakia 100.00 3) 2010 411 gfk slovenija, tržne raziskave d.o.o., Ljubljana, Slovenia 100.00 3) 2010 405 GfK Sverige Aktiebolag, Lund, Sweden 100.00 2010 2,190 GfK Switzerland ag, Hergiswil, Switzerland 100.00 2010 30,083 GfK Telecontrol ag, Hergiswil, Switzerland 100.00 3) 2010 9,528 70.00 2010 147 100.00 3) 2010 2,565 GfK Retail and Technology España, s.a., Valencia, Spain FINANCIAL STATEMENTS Equity (eur '000) GfK nop Field Marketing Services Limited, London, uk GfK portugal – Marketing Services, Limitada, Lisbon, Portugal GfK uk Entertainments Ltd., London, uk GfK Ukraine, Kiev, Ukraine 1) Profit and loss transfer agreement 2) Details according to commercial balance sheet II 3) Full indirect shareholding 4) Partially indirect shareholding 152_GfK Financial year < < back 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Newly established in 2010 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement Financial year Equity (eur '000) GfK us Holdings, Inc., Wilmington, Delaware, usa 100.00 3) 2010 232,640 GfK-Bulgaria, Institut für Marktforschung EGmbH, Sofia, Bulgaria 100.00 3) 2010 943 GFKEcuador s.a. Investigacion Estrategica, Quito, Ecuador 99.80 3) 2010 390 GfK-memrb Marketing Services Limited, Nicosia, Cyprus 60.00 3) 2010 428 GfK-rus Gesellschaft mbH, Moscow, Russia 100.00 3) 2010 5,913 ifr Europe Ltd., London, uk 100.00 3) 2010 395 ifr France s.a., Rueil-Malmaison, France 100.00 3) 2010 570 ifr Italia S.r.L., Milan, Italy 100.00 3) 2010 138 ifr Marketing España s.a., Madrid, Spain 100.00 3) 2010 114 ifr Monitoring Canada Inc., Niagara Falls, Canada 100.00 3) 2010 242 ifr Monitoring usa Inc., Niagara Falls, New York, usa 100.00 3) 2010 725 75.00 3) 2010 34 100.00 3) 2010 116 incoma Research, s.r.o., Prague, Czech Republic Informark Pty. Ltd., Braddon, Australia Institut Français de Recherche-i.f.r. s.a., Rueil-Malmaison, France 100.00 2010 18,548 Interactive Research Limited, London, uk 100.00 3) 2010 – 655 intercampus-recolha, tratamento e distribuição de informação, Limitada, Lisbon, Portugal Intomart GfK b.v., Hilversum, Netherlands 69.10 3) 100.00 3) 2010 2010 1,255 14,302 Intomart GfK Group b.v., Hilversum, Netherlands 100.00 3) 2010 – 1,347 merc Analistas de Mercados c.a., Caracas, Venezuela 100.00 3) 2010 1,001 merc Analistas de Mercados s.a. de c.v., Mexico City, Mexico 51.00 3) 2010 4,839 metris-métodos de recolha e investigação social, lda, Lisbon, Portugal 71.00 3) 2010 1,141 mil Research Group Limited, London, uk 100.00 3) 2010 575 National Opinion Polls Limited, London, uk 100.00 3) 2010 2,740 nop World Limited, London, uk 100.00 3) 2010 53,197 Numbers Services Limited, London, uk 100.00 3) 2010 966 51.00 3) 2010 30 pt. GfK Retail and Technology Indonesia, Jakarta, Indonesia 100.00 3) 2010 145 Roperasw Europe Limited, Leatherhead, Surrey, uk 100.00 3) 2010 3,815 86.03 3) 2010 1,571 Significant GfK bvba, Heverlee, Belgium 100.00 3) 2010 4,207 Telecontrol Bulgaria – Switzerland ag, Hergiswil, Switzerland 100.00 3) 2010 – 2,016 Oz Toys Marketing Services Pty. Ltd., Sydney, Australia Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil FINANCIAL STATEMENTS Share in the capital in % Company name and registered office Affiliated companies (Germany) not included in the consolidated financial statements (details according to hgb commercial balance sheet i) 1-2-3 MysteryWorldNet GmbH, Hamburg 100.00 2010 13 59.00 2010 397 GfK Siebte Vermögensverwaltungs GmbH, Nuremberg 100.00 2010 15 GfK Vierte Vermögensverwaltungs GmbH, Nuremberg 100.00 2010 Gplus GmbH, Nuremberg 100.00 2010 403 Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 100.00 2010 28 GfK Middle East cr Holding GmbH, Nuremberg 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 2010 251) 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement forward > > GfK_153 Shareholdings of the GfK Group Share in the capital in % Company name and registered office Financial year Equity (eur '000) Affiliated companies (abroad) not included in the consolidated financial statements Adfinders b.v., Hoofddorp, Netherlands 100.00 3) 2010 – 654 caticall – recolha de informação assistida por computador, lda., Lisbon, Portugal gfk Egypt ltd, Cairo, Egypt 100.00 3) 74.00 3) 2010 2010 34 227 GeoAdimark s.a., Providencia, Santiago, Chile 100.00 3) 2010 216 99.50 3) 2010 158 100.00 3) 2010 76 81.00 4) 2010 0 GfK Kynetec Poland, Poznan, Poland 100.00 3) 2010 – 119 GfK m2 GmbH, Hergiswil, Switzerland GfK Marketing Services Eastern Europe Holding spol. z o. o., Warsaw, Poland 70.00 100.00 3) 2010 2010 – 527 5 GfK Martin Hamblin Limited, London, uk 100.00 2010 0 53.45 2010 –1 Gfk Middle East fz-llc, Dubai, United Arab Emirates 100.00 3) 2010 – 479 gfk panama s.a., Panama City, Panama 100.00 3),7) 2010 4109) 99.84 3),7) 2010 739) 90.00 3) 2010 GfK – Retail and Technology Colombia Limitada, Bogotá, Colombia GfK Albania, Tirana, Albania GfK Custom Research Development and Training Center eig, Brussels, Belgium GfK Mediacontrol Latina s.l., Valencia, Spain GFK Retail & Technology Egypt , l.l.c., Cairo, Egypt GfK Retail & Technology Ltd., Ramat Gan, Israel GfK Retail and Technology East Africa Limited, Nairobi, Kenya 100.00 GfK Retail and Technology Peru s.a.c., Lima, Peru 100.00 3),7) 2010 417 – 19) 2010 420 2010 4499) 3) 2010 5 100.00 3) 67.00 3) 2010 2010 260 39 GfK-rt Nigeria Limited, Lagos, Nigeria 100.00 3) 2010 122 ifr Asia Co. Ltd., Beijing, China 100.00 3) 2010 156 ifr Central Europe Market Research llc, Budapest, Hungary 100.00 3) 2010 215 ifr Field sarl, Rueil-Malmaison, France 100.00 3) 2010 57 ifr Polska Sp. z o.o., Warsaw, Poland 100.00 3) 2010 32 ifr rus Limited, Moscow, Russia 100.00 3) 2010 110 70.00 3) 2010 3) 2010 137 80.00 3) 2010 – 114 Intomart DataCall b.v., Hilversum, Netherlands 100.00 3) 2010 – 337 Media Control ag, Zurich, Switzerland 100.00 3) 2010 225 Server s.a., Providencia, Santiago, Chile 100.00 3) 2010 1 51.00 GfK Stratégie et développement Groupement d'intérêt Economique, Rueil-Malmaison, France GfK-Media Research Middle East sa, Hergiswil, Switzerland FINANCIAL STATEMENTS 3) GfK Retail and Technology North Africa sarl, Casablanca, Morocco gfk Skopje ltd Skopje, Skopje, Macedonia ifr South America, sa, Buenos Aires, Argentina ifr u.k. Ltd., London, uk 100.00 intercampus estudos de mercado, lda, Maputo, Mozambique 1) Profit and loss transfer agreement 2) Details according to commercial balance sheet II 3) Full indirect shareholding 4) Partially indirect shareholding 154_GfK 100.00 3),7) < < back 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Newly established in 2010 5) 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement Share in the capital in % Financial year Equity (eur '000) 40.00 2010 3,399 agb Nielsen, medijske raziskave, d.o.o., Ljubljana, Slovenia 21.00 3) 2010 748 Common Technology Centre eeig, London, uk 25.00 3) 2010 Consumer Zoom sas, Rueil-Malmaison, France 30.00 4) 2010 Europanel Raw Database gie, Brussels, Belgium 50.00 4) 2010 5) 8) 2010 5) Company name and registered office Associated companies (Germany) (details according to hgb commercial balance sheet i) SirValUse Consulting GmbH, Hamburg Associated companies (abroad) 5) 976 i + g Infratest Medical Research Inc., Rhode Island, usa 50.00 MarketingScan snc, Rueil-Malmaison, France 50.00 Media Focus (arge), Hergiswil, Switzerland 50.00 3) 2009/2010 5) mrc-Mode Pvt. Limited, Dhaka, Bangladesh 36.00 3) 2009/2010 5) npd Intelect, l.l.c., Port Washington, New York, usa 25.00 3) 2009/2010 Sports Tracking Europe b.v., Amstelveen, Netherlands 25.00 2010 3,036 42,281 5) 2009/2010 St. Mamet Saisie Informatique (smsi) s.a.r.l., Saint-Mamet-la-Salvetat, France 20.40 3) 2010 713 Starch Research Services Limited, Toronto, Ontario, Canada 20.00 3) 2009/2010 144 Watch Media (Cyprus) ltd, Nicosia, Cyprus 49.00 2010 12.26 4) 2010 5.80 4) 2010 5) Other participations (abroad) Qosmos sa, Amiens, France 6,531 5) FINANCIAL STATEMENTS symphony iri group limited, Maidenhead, Berkshire, uk 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 2010 8) In liquidation 9) Stub period 10) Shareholding of the minority shareholder is regulated by separate agreement forward > > GfK_155 — — 42. declaration on the german corporate governance code 44. statement by the legal representatives The declaration prescribed by Section 161 of the German Stock Corporation Act (AktG) has been issued by the Management Board and the Supervisory Board and made permanently available to shareholders at www.gfk.com. — 43. release for publication The Management Board of GfK se released the consolidated financial statements for passing on to the Supervisory Board on March 17, 2011. It is the duty of the Supervisory Board to check the consolidated financial statements and to declare whether it approves the consolidated financial statements. To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group, and the 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 17, 2011 — Prof. Dr. Klaus L. Wübbenhorst — Pamela Knapp — Dr. Gerhard Hausruckinger — FINANCIAL STATEMENTS Petra Heinlein — Debra A. Pruent — Wilhelm R. Wessels 156_GfK < < back Auditor’s Auditor s report — auditor’s report 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 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 18, 2011 kpmg ag Wirtschaftsprüfungsgesellschaft Alfons Maurer German Public Auditor Sebastian Kiesewetter German Public Auditor FINANCIAL STATEMENTS We have audited the consolidated financial statements prepared by GfK se, Nuremberg, comprising the consolidated income statement, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated cash flow statement, the consolidated equity change statement, and the notes to the consolidated financial statements, together with the Group management report for the business year from 1 January 2010 to 31 December 2010. 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 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. forward > > GfK_157 158_GfK < < back Additional information 5-year overview 160 Glossary of financial terminology 164 Glossary of specialist GfK terms 166 List of GfK companies mentioned 170 Index Acknowledgements V VI VII forward > > GfK_159 ADDITIONAL INFORMATION Financial calendar 5-year year overview 2006 to 2010 according to ifrs Key indicators – income statement eur million/percent Sales Change in % on prior year Personnel expenses Change in % on prior year Depreciation/amortization1) Change in % on prior year Adjusted operating income Change in % on prior year Margin in % ebitda Change in % on prior year 2008 2009 2010 1,112.2 1,162.1 1,220.4 1,164.5 1,294.2 + 18.7 + 4.5 + 5.0 – 4.6 + 11.1 442.3 465.2 494.3 510.5 550.7 + 18.5 + 5.2 + 6.3 + 3.3 + 7.9 51.2 59.7 59.2 66.3 55.1 + 14.8 + 16.6 – 0.8 + 11.9 – 16.8 150.5 157.6 158.7 147.2 185.0 + 20.3 + 4.7 + 0.7 – 7.3 + 25.7 13.5 13.6 13.0 12.6 14.3 173.1 188.4 192.0 159.1 195.7 + 23.0 + 12.8 + 8.8 + 1.9 – 17.2 15.6 16.2 15.7 13.7 15.1 Operating income 118.5 125.6 128.9 88.9 136.7 + 46.9 + 6.0 + 2.6 – 31.0 + 53.8 10.7 10.8 10.6 7.6 10.6 3.4 3.0 3.9 3.9 3.9 – 87.9 – 10.8 + 28.2 – 0.6 – 1.5 121.9 128.6 132.8 92.8 140.6 + 11.9 + 5.5 + 3.2 – 30.1 + 51.5 11.0 11.1 10.9 8.0 10.9 93.5 104.2 113.0 75.5 124.8 + 1.4 + 11.5 + 8.4 – 33.2 + 65.3 71.2 78.9 82.0 60.5 84.0 + 5.5 + 10.7 + 4.0 – 26.2 + 38.8 23.8 24.3 27.4 19.8 32.7 Margin in % Income from participations Change in % on prior year ebit Change in % on prior year Margin in % Income from ongoing business activity Change in % on prior year Consolidated total income Change in % on prior year Tax ratio in % 5-year overview 1) Tangible and intangible assets 2) Adjusted by the effects of the settlement with ubm ADDITIONAL INFORMATION 2007 2) Margin in % Change in % on prior year 160_GfK 2006 < < back 5-year year overview 2006 to 2010 according to ifrs Key indicators – balance sheet eur million/percent Non-current assets Change in % on prior year Current assets Change in % on prior year Asset structure in % Investments Change in % on prior year 2006 2007 2008 2009 2010 1,120.8 1,088.3 1,085.0 1,157.9 1,232.2 + 2.1 – 2.9 – 0.3 + 6.7 + 6.4 375.4 382.5 361.6 363.5 417.7 – 4.0 + 1.9 – 5.5 + 0.5 + 14.9 298.6 284.5 300.1 318.5 295.0 56.6 73.7 101.5 106.7 89.6 – 91.6 + 30.2 + 37.7 + 5.1 – 16.0 thereof in tangible assets1) 42.6 49.2 50.5 49.0 48.6 Change in % on prior year + 20.2 + 15.7 + 2.5 – 3.0 – 0.8 14.0 24.5 51.0 57.7 41.0 – 97.8 + 74.1 + 108.6 + 13.1 – 28.9 466.4 509.6 500.3 553.0 677.5 + 9.4 + 9.3 – 1.8 + 10.5 + 22.5 1,029.8 961.2 946.3 968.4 972.4 – 3.1 – 6.7 – 1.5 + 2.3 + 0.4 1,496.2 1,470.8 1,446.6 1,521.4 1,649.9 Change in % on prior year + 0.5 – 1.7 – 1.6 + 5.2 + 8.4 Net debt Change in % on prior year – 542.5 + 3.7 – 472.9 – 12.8 – 481.5 + 1.8 – 499.8 + 3.8 – 428.5 – 14.3 thereof in financial assets Change in % on prior year Equity Change in % on prior year Borrowings Change in % on prior year Total assets 1) Tangible and intangible assets Key indicators – cash flow statement eur million/percent 2006 2007 2008 2009 2010 Cash flow from operating activity 110.3 168.1 145.8 134.7 172.0 + 27.7 Change in % on prior year – 14.5 + 52.5 – 13.3 – 7.7 Cash flow from investing activity – 48.0 – 64.6 – 100.4 – 104.4 – 86.2 Change in % on prior year – 92.6 + 34.6 + 55.4 + 4.0 – 17.4 Cash flow from financing activity – 90.9 – 112.9 – 46.4 – 26.2 – 76.9 Change in % on prior year – 116.5 + 24.3 – 58.9 – 43.5 + 193.4 67.7 118.9 95.4 85.7 123.4 – 27.6 + 75.6 – 19.8 – 10.2 + 44.0 5-year overview Change in % on prior year forward > > GfK_161 ADDITIONAL INFORMATION Free cash flow 5-year year overview 2006 to 2010 according to ifrs Key indicator – profitability 2006 2007 2) 2008 2009 2010 ROCE in % 12.0 12.5 12.8 9.7 14.1 2006 2007 2008 2009 2010 Key indicators – company valuation Earnings per share in eur 1) 1.86 1.98 2.04 1.42 1.99 Adjusted earnings per share in eur1) 2.77 2.88 2.87 3.04 3.33 Free cash flow per share in eur1) 1.93 3.33 2.66 2.38 3.43 116.3 92.8 96.2 90.4 63.2 Net debt in relation to equity in % (gearing) ebit in % 444.8 367.5 362.6 538.6 304.8 ebitda in % 313.3 251.0 250.8 314.2 218.9 free cash flow in % 347.2 801.2 397.8 505.0 583.4 Dividend per share in eur 0.36 0.45 0.46 0.30 0.48 Total dividend in eur million 12.8 16.1 16.5 10.8 17.4 Dividend yield in % Year-end share price in eur1) Weighted number of shares (in thousands) ADDITIONAL INFORMATION 5-year overview 1) Adjusted for capital increase 2) Adjusted by the effects of the settlement with ubm 162_GfK < < back 1.10 1.64 2.09 1.24 1.28 32.82 27.50 22.02 24.13 37.60 35,156 35,682 35,884 35,947 35,967 5-year year overview 2006 to 2010 according to ifrs Sales by sectors and regions1) eur million/percent 2006 2007 2008 2009 2010 755.2 773.0 782.8 709.2 785.6 + 10.8 Sectors Custom Research Change in % on prior year Retail and Technology Change in % on prior year Media Change in % on prior year + 21.0 + 2.4 + 1.3 – 9.4 235.4 260.8 304.1 325.8 370.8 + 12.3 + 10.8 + 16.6 + 7.2 + 13.8 117.0 124.5 130.1 126.4 133.1 + 21.7 + 6.4 + 4.5 – 2.9 + 5.3 269.6 290.3 316.1 301.3 340.8 + 6.3 + 7.7 + 8.9 – 4.7 + 13.1 457.7 480.5 487.2 458.1 483.0 + 5.0 + 1.4 – 6.0 + 5.4 Regions Germany Change in % on prior year Western Europe/Middle East/Africa Change in % on prior year Western and Southern Europe 290.3 Change in % on prior year + 12.7 Northern Europe Change in % on prior year Central and Eastern Europe Change in % on prior year North America 167.4 + 31.6 64.4 73.1 87.2 71.7 89.7 + 22.4 + 13.4 + 19.3 – 17.8 + 25.2 257.3 240.7 219.7 207.2 219.3 – 6.5 – 8.7 – 5.7 + 5.9 26.7 35.5 39.4 54.9 + 12.9 + 33.0 + 11.0 + 39.5 Change in % on prior year Latin America 23.7 Change in % on prior year America Change in % on prior year Asia and the Pacific Change in % on prior year 280.9 + 35.7 39.6 50.8 74.8 86.9 106.5 + 0.4 + 28.4 + 47.3 + 16.1 + 22.5 7,903 9,070 9,692 10,058 10,546 + 5.1 + 14.8 + 6.9 + 3.8 + 4.9 Change in % on prior year forward > > GfK_163 ADDITIONAL INFORMATION Number of employees at year-end 5-year overview 1) Data taken from the Management Information System Glossary of financial terminology A Adjusted earnings per share The > Consolidated total income attributable to the equity holders of the parent company plus the > Highlighted items divided by the weighted average number of shares. — 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 noncurrent assets to current assets multiplied by 100. — — 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 accounting. 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 short-term receivables, deferrals, funds, securities and inventories reported on the assets side of the balance sheet. — Current liabilities The total of all short-term provisions, liabilities and deferrals reported on the liabilities side of the balance sheet. D Associated companies Deferred taxes > Minority participations in companies on whose business or company policy a decisive, but not a controlling, influence is exercised. Associated companies are in principle valued at equity. 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. — B Borrowings Total assets less equity. Dividend yield C Cash flow Balance of funds inflow and outflow affecting payment. — Consolidated total income ADDITIONAL INFORMATION Glossaries Consolidated total income attributable to the equity holders of the parent company plus consolidated total income attributable to minority interests; also referred to as consolidated total income before minority interests. 164_GfK < < back 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 Financial liabilities Total assets less equity. — Free cash flow Cash flow from operating activity less capex. 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. 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 amortization 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 N P ias Net debt Purchase price allocation 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. — Liquid funds and securities less pension liabilities and financial liabilities. — Allocation of the purchase price when companies are acquired to assets and liabilities not previously reported or not in such amounts. 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 > Other financial income less > Other financial expenses. 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 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 %. roce Abbreviation of return on capital employed. The adjusted ebit is divided by the average invested capital. The adjusted ebit is obtained by adjusting the > ebit for the currency result and expenditure on the stock option plan and share-based payments, as well as one-off effects. To calculate the average invested capital, the total assets figure is adjusted by non interest-bearing liabilities. Operating income Gross income from sales less > Selling and general administrative expenses plus > Other operating income less > Other operating expenses. — S Other financial expenses Operating costs, not directly aligned to individual client orders, such as general marketing or accounting measures. — Financial expenses that do not result directly from participating interests. These are calculated as interest expense plus other financial expenses. — Other financial income Financial income that does not result directly from participating interests. This is calculated as interest income plus other financial income. — Other income from participations M R Income from > Affiliated companies not included in the scope of consolidation and > Other participations as well as expenses and income from write-ups or write-downs of book values of investments plus gains/losses from the disposal of participations. — Other operating expenses Selling and general administrative expenses Sector GfK manages its business via the three sectors Custom Research, Retail and Technology and Media. The three sectors emerged from the five divisions Custom Research, Retail and Technology, Consumer Tracking, Media and HealthCare, which existed until the end of 2007. T Tax ratio Tax on income from operating activity in relation to > Income from ongoing business activity. Expenses in connection with ongoing business activity, excluding financial expenses, not attributable to > Cost of sales or > Selling and general administrative expenses. Examples are > Impairment, losses from the disposal of fixed assets or exchange losses. — Other operating income Glossaries 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 interpretations of the ifric and sic are grouped under the ifrs. — Assets that benefit business operations in the longer term. In addition to intangible assets, tangible assets and investments, these include deferred tax assets and other non-current receivables and deferrals. — 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%. forward > > GfK_165 ADDITIONAL INFORMATION ifrs Non-current assets Glossary of specialist G f K terms A D F Ad hoc research Deep Packet Inspection (dpi) 5 Star Incentive Program Empirical research carried out on a one-off basis and relating to a specific question, which is used as a resource for marketing decision-making. > Custom Research. Approach which monitors and filters data packages. Applied in the > Retail and Technology sector as part of the > GfK nis tool for analyzing the internet surfing behavior of mobile phone users. — Appreciation panel — Dialogatore 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. Evaluation panel for tv, radio and the internet. — Tool developed by GfK Eurisko, Italy, which makes it possible to survey panel participants via gprs in real time. The device is equipped with a touchscreen, camera, scanner, microphone, loudspeaker and straightforward user interface. Asia and the Pacific Region of the GfK Group. C Central and Eastern Europe Region of the GfK Group. — Conjoint analysis Multivariate analysis method used to determine complex patterns of consumer preference. — Dialogic introspection Method in which participants engage with the topic or stimulus for far longer and more intensively than is the case with a traditional > Group discussion. Participants observe their own reactions and feelings, and subsequently note these down without being questioned or influenced. This process produces in-depth, undistorted and diverse insights into the experiences of consumers. — Consumer electronics Also known as brown goods, which comprise products such as tv sets, dvd players, games consoles and mp3 players. > Retail and Technology. E — Consumer panel Economic expectations > Sample of households which provide regular information on their purchases. > Panel. — Consumer tracking Survey of consumer households and individuals which is repeated on a regular basis. > Household panel, > Panel, > Tracking. — Content analysis Content analysis is a fundamental component of > Qualitative market research. Using a variety of techniques, written content from a qualitative survey is analyzed to determine its meaning. — Cross-media campaign Integrated, intermedia advertising campaign. — Custom Research ADDITIONAL INFORMATION Glossaries Custom Research is one of GfK’s sectors. > Ad hoc research. 166_GfK < < back Indicator of the > GfK Consumer Climate. This index is based on the following question to consumers: “How do you think the general economic situation will develop in the next twelve months?” (improve – stagnate – deteriorate). > Propensity to buy, > Income expectations. — esomar World organization for market research. — Face-to-face interview Direct interview, conducted orally. 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. — Focus group A focus group comprises a number of people with common interests or other shared characteristics which are relevant for the research area. The test subjects, who have never previously met, discuss a particular topic under the supervision of a moderator. — Fundamental research Market research is based on the findings of many different sciences, including psychology, sociology and statistics. Fundamental research reviews those findings and establishes by independent investigation whether and under which circumstances these findings can be applied in market research. G Germany Region of the GfK Group. — GfK Automotive Pricing Tool This tool is a further development of traditional pricing approaches and is specifically tailored to the special features of the automotive market. It comprises five modules, which cover the different areas of pricing. — GfK Brand Buzz Miner dx — GfK Network Intelligence Solution (GfK nis) — GfK TechTest Approach which allows GfK to analyze consumers’ comments and opinions in online social networks with regard to brand image and consumer purchasing behavior. Research methodology based on the analysis of information that is transmitted to mobile networks via internet protocols. This technology makes it possible to monitor mobile internet behavior and exposure to advertising campaigns in real time. > GfK StarTrack, > GfK StarTrack Explorer. GfK instrument for comparing new concepts or ideas with similar concepts for existing products prior to product development and analyzing the planned product’s chances of success. — GfK RegioGraph Analysis GfK Custom Research uses the GfK Trust Index to determine the levels of trust that citizens in 16 European countries and the usa have in the following 20 professional groups and organizations: doctors, bank employees, civil servants, the fire service, trade union representatives, journalists, the clergy, teachers, marketing experts, market researchers, the armed forces, the police, politicians, postal workers, lawyers, judges, top managers, environmental protection organizations, advertising experts and charities. — GfK 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 an insight into the level and general trends of private consumption in specific countries. > Economic expectations, > Income expectations, > Propensity to buy. — GfK ExposureEffects.dx GfK tool that allows clients to evaluate online campaigns and compare their current exposure within a target group with the media plan. — GfK Inside Journey GfK method applied within a > Focus group which is based on > Dialogic introspection and generates in-depth, undistorted and diverse insights into the experiences of consumers. > Group discussion. — GfK Linear Matching GfK method for weighting one survey group, the “experimental group”, to correspond completely with another group, the “control group”, for all defined variables. — GfK MarketObsurvey.dx Tool which enables GfK to analyze the online behavior of specific target groups by combining both qualitative and quantitative data derived from observation and surveys. — GfK Media Efficiency Panel Instrument for analyzing the synergy effects of cross-media advertising on actual purchasing behavior. Basic version of GfK GeoMarketing software which allows company and market data to be depicted and analyzed on digital maps. > GfK RegioGraph Planning, > GfK RegioGraph Strategy. — GfK RegioGraph Planning In addition to the presentation and analysis functions of the basic version, this GfK GeoMarketing software also offers tools for location and regional planning. > GfK RegioGraph Analysis, > GfK RegioGraph Strategy. — GfK Web Efficiency Panel > GfK Media Efficiency Panel. — GfK RegioGraph Strategy — GfK Web Value GeoMarketing software solution that enables companies in the fields of retail and industry to evaluate comprehensive > Potential data, at both regional and even more localized levels, on digital maps. > GfK RegioGraph Analysis, > GfK RegioGraph Planning. GfK tool that measures the reaches of around 20,000 domains and also provides detailed analyses for more than 3,000 domains. — GfK roi Evaluator GfK method that enables a marketing campaign to be evaluated in the > Test market GfK MarketingLab® prior to implementation at national level. The analysis provides clients with precise information on the current return on investment (roi) of each individual marketing activity. — GfK SiteObsurvey.dx GfK tool that combines the monitoring of natural website surfing behavior with targeted satisfaction surveys in order to analyze the strengths and weaknesses of an online presence. — GfK StarTrack SysTem to Analyze and Report on TRACKing data. it platform used to produce and evaluate data in the > Retail and Technology sector. — GfK StarTrack Explorer Online portal of the Retail and Technology sector, which allows customers to create reports online in a globally standardized format and great analytical depth, tailored to their individual requirements. — GfK Web Value Index GfK index that represents a website’s usage intensity as a single figure. — Global key account management Selected GfK employees who manage global corporate client accounts in the > Custom Research sector. — Group discussion A group of six to twelve participants discusses a particular topic under the supervision of one or more moderators. The objective is to collate information on collective attitudes, opinions and judgments. If possible, the moderators should direct the conversation so that all participants are given the opportunity to voice their opinions. The group discussion allows the process of forming opinions to be observed and uses the creative potential of respondents. This provides a wellfounded insight into the psychological processes through which consumers perceive and evaluate product concepts and advertising measures. The discussions are recorded on tape or video, or by a secretary, and evaluated using > Content analysis, for example. > Focus group. forward > > Glossaries Tool that allows GfK to analyze the online information exchange between consumers about different brands. — GfK Trust Index GfK_167 ADDITIONAL INFORMATION — GfK Ceres Glossary of specialist GfK terms H M P Household panel Market segmentation Panel Division of an overall market into sub-markets using different categories. Segmentation can be by product type, price class, geographic demography or psychological and socio-economic lifestyle features and value categories of consumers. 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, > Household panel, > tv panel, > Tracking. Representative sample of households which report regularly on their purchases. I Income expectations Indicator of the > GfK Consumer Climate. This index is based on the following question to consumers: “How do you think the financial situation of your household will develop in the next twelve months?” (improve – stagnate – deteriorate). > Economic expectations, > Propensity to buy. K kes Knowledge Exchange Solution. GfK initiative on global knowledge sharing between employees. L Latin America — Media Media is one of GfK’s sectors. It provides information services on the reach, intensity and nature of media usage and acceptance. > tv audience research, > tv panel, > Media research, > Reach research. — MediaWatch An electronic metering device incorporated into a wristwatch, used to measure consumption of various forms of media. > Media, > Media research, > Reach research. — Media research Systematic, empirical research used as a basis for decision making by media companies and their advertising clients. > Media, > tv audience research, > Reach, > Reach research. N North America Region of the GfK Group. Region of the GfK Group. — Potential data Detailed market data, for example GfK Purchasing Power, which incorporates all municipalities and postcode areas of Germany. The data provides a regional evaluation of sales potential and localization of target groups. — Propensity to buy Indicator of the > GfK Consumer Climate. Consumers’ inclination to make major purchases in the foreseeable future. The propensity to buy is one of the indicators used in the GfK Consumer Climate study, and is based on the following question to consumers: “Do you think that it is advisable to make major purchases at the moment?” > Economic expectations, > Income expectations. Q Qualitative market research Surveys conducted using exploratory, unstructured conversational interview and observation techniques and evaluated interpretatively. — Quantitative market research O Online research ADDITIONAL INFORMATION Glossaries Surveying of individuals and other survey units via the internet. 168_GfK < < back Surveys conducted using standardized interview and observation techniques and analyzed using statistical methods and it platforms. R T U Radio research Test market Universal Meter System (ums) Monitoring the listening habits of radio audiences. > Media, > MediaWatch. 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. GfK offers test markets in Germany and France. Media measuring instrument that combines different measuring technologies in a central instrument and records all electronic types of media consumption. — Reach The percentage of the total population or a specific target group reached by a medium. A central concept in media planning and > Media research. > tv panel, > Reach research. — The Survey of the American Consumer — Reach research Survey of magazine readership ratings in the usa which is conducted twice a year. The continuous recording of media usage. Part of > Media research. > Media, > Reach. — Tracking — Retail and Technology Surveys of individuals, households and companies, 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 structure of the sample is the same in each case. > Sample, > Consumer tracking. Retail and Technology is one of GfK’s sectors. > Retail panel. — Retail panel/research Regular surveying of sales, product categories and products via a representative sample of different types of retail outlet and sales channels. > Retail and Technology, > Tracking. S Sample The observation data and/or survey units which are selected from all of the units and included in a specific survey. > Panel. W Western Europe/Middle East/Africa Region of the GfK Group. — 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 recorded via tv meters and used as a basis for determining audience share and ratings. > tv audience research, > Media, > Panel, > Reach. — Segmentation > Market segmentation. — Single-source approach Method that allows questions on various topic areas to be answered, e.g. information on purchase behavior and media consumption, in one > Panel. > GfK Media Efficiency Panel. — Storyboard Illustrative visualization of a concept or idea. — Syndicated business forward > > GfK_169 ADDITIONAL INFORMATION Glossaries Market or market player surveys that are not necessarily commissioned by a client or tailored to suit client requirements, and which are offered on the market without client-specific adaptation. Syndicated surveys can be carried out on a oneoff or repeated basis, without the need to conform to the strict limitations of a panel. List of G f K COMPANIES MENTIONED Adimark GfK isl Custom Research France GfK nop Media Adimark s.a., Providencia, Santiago, Chile gfk isl, custom research france sas, Rueil-Malmaison, France GfK nop Limited, Media division, London, uk GfK iss GfK Panel Services GfK se, GfK Integrated Software Services division, Nuremberg, Germany GfK se, Panel Services division, Nuremberg, Germany GfK Kleiman Sygnos GfK Panel Services Benelux GfK Kleiman Sygnos s.a., Buenos Aires, Argentina GfK Panelservices Benelux b.v., Dongen, Netherlands GfK Asia Pte Ltd., Singapore, Singapore GfK Kynetec GfK Retail and Technology Deutschland GfK Audience Research Bulgaria GfK Kynetec Group Limited, St Peter Port, Guernsey, uk GfK Retail and Technology GmbH, Nuremberg, Germany Adimark Investigaciones de Mercado Ltda., Providencia, Santiago, Chile Server s.a., Providencia, Santiago, Chile GeoAdimark s.a., Providencia, Santiago, Chile Collect Investigaciones de Mercado s.a., Providencia, Santiago, Chile GfK Asia GfK Audience Research Bulgaria ag, Sofia, Bulgaria GfK Austria GfK Austria GmbH, Vienna, Austria GfK Kynetec Limited, Bristol, uk Doane Marketing Research, Inc., Saint Louis, Missouri, usa lj, Poland GfK Kynetec Poland, Poznalj GfK cr Group usa GfK Custom Research, llc, New York, New York, usa GfK Animal Healthcare Limited, West Byfleet, Surrey, uk GfK Holding, Inc., Wilmington, Delaware, usa GfK Kynetec France sas, Saint Aubin, France GfK Custom Research Baltic GfK Malta Group GfK Custom Research Baltic, Riga, Latvia GfK Malta Holding Limited, Portomaso, Malta GfK Retail and Technology East Africa GfK Retail and Technology East Africa Limited, Nairobi, Kenya GfK Retail and Technology Italia GfK Retail and Technology Italia S.r.l., Milan, Italy GfK Retail and Technology uk GfK Retail and Technology uk Ltd., West Byfleet, Surrey, uk GfK Malta Services Limited, Portomaso, Malta GfK Custom Research Beijing GfK Custom Research Beijing Co., Ltd., Beijing, China GfK Significant GfK Marketing Sciences Significant GfK bvba, Heverlee, Belgium GfK se, GfK Marketing Sciences division, Nuremberg, Germany GfK Switzerland GfK Custom Research France gfk custom research france sarl, Rueil-Malmaison, France GfK Mediamark Research & Intelligence GfK Mediamark Research & Intelligence, llc, New York, New York, usa GfK Custom Research North America GfK Custom Research, llc, New York, New York, usa GfK-memrb Marketing Services GfK-memrb Marketing Services Limited, Nicosia, Cyprus GfK Data Services GfK se, GfK Data Services division, Nuremberg, Germany GfK Methoden- und Produktentwicklung GfK se, GfK Methoden- und Produktentwicklung division, Nuremberg, Germany GfK Eurisko GfK Eurisko S.r.l., Milan, Italy GfK Middle East Gfk Middle East fz-llc, Dubai, United Arab Emirates ADDITIONAL INFORMATION List of GfK companies GfK Fernsehforschung GfK se, Fernsehforschung division, Nuremberg, Germany GfK Middle East cr Holding GfK Middle East cr Holding GmbH, Nuremberg, Germany GfK GeoMarketing GfK GeoMarketing GmbH, Bruchsal, Germany GfK Mode GfK Mode Pvt Ltd, Kolkata, India GfK Group Services GfK se, GfK Group Services division, Nuremberg, Germany GfK isl GFK isl sas, Issy les Moulineaux, France GfK mri GfK Mediamark Research & Intelligence, llc, New York, New York, usa GfK nop GfK nop Limited, London, uk 170_GfK < < back GfK Switzerland ag, Hergiswil, Switzerland GfK Verein (GfK Association) GfK-Nürnberg, Gesellschaft für Konsum-, Marktund Absatzforschung e.V., Nuremberg, Germany G-Plus Gplus GmbH, Nuremberg, Germany Intercampus intercampus-recolha, tratamento e distribuição de informação, Limitada, Lisbon, Portugal Intomart GfK Intomart GfK b.v., Hilversum, Netherlands nurago nurago GmbH, Hanover, Germany Shopping Brasil Shopping Brasil Tecnologia da Informação Ltda, Porto Alegre, Brazil SirValUse SirValUse Consulting GmbH, Hamburg, Germany Watch Media (Cyprus) Watch Media (Cyprus) ltd, Nicosia, Cyprus PROVISIONAL KEY DATES IN THE FINANCIAL CALENDAR Dates for 2011 Dates for 2012 March 31, 2011 March 12, 2012 Accounts press conference, Nuremberg Accounts press conference, Nuremberg March 31, 2011 May 15, 2012 Analysts’ conference, Frankfurt am Main Annual General Meeting, Fürth May 16, 2011 May 15, 2012 Interim quarterly report as at March 31 Interim quarterly report as at March 311) May 26, 2011 August 14, 2012 Annual General Meeting, Fürth Interim half-year report as at June 301) August 15, 2011 November 14, 2012 Interim half-year report as at June 301) Interim nine-month report as at September 301) 1) November 14, 2011 Interim nine-month report as at September 301) 1) Publication is scheduled for before the start of the trading season V Index 111ff. Accounting and valuation methods 75f., 80f., 82ff. Acquisitions 74 Adjusted operating income see Income 3, 11, 72, 80f., Asia and the Pacific 82, 84, 86 114, 161 Assets 114 – intangible 111, 119, 164 Associated companies 106 Balance sheet – Notes to the accounts 161 – Total assets 12, 75, 80 biss Cash flow 107, 161 – from financing activity IV, 71, 107, 161 – from ongoing business activity 107, 161 – from investment activity 107, 118, 142 Cash flow statement 11, 80f., 82f., 163 Central and Eastern Europe Consolidated 103ff. – financial statements IV, 76, 104f., 107 – income 119 Consolidation 166 Consumer Tracking 93 Corporate Communications and Marketing 18ff. Corporate Governance 114, 125 Corporate value/goodwill 34, 54, 69f., 82, 94f., Custom Research 163, 166 107,121 Deferred taxes IV, 30, 162 Dividend 30 Dividend yield 75, 104, 160, 164 ebit IV, 75, 160, 164 ebitda III, IV, 12, 91, 163 Employees 93 Environment 106, 118f., 129, 169 Equity 77, 164 – ratio 115, 133 Financial instruments 118 Financial liabilities 113 5 Star Incentive 77, 162 Gearing 72, 60f., 82f., 163 Germany 91f. Human Resources Income IV, 104, 113, 160 – from ongoing business activity 104, 107, 123, 162 – per share see Shares – operating see Operating income VI 75, 112, 160, 162 Income from participations 165 – Other 104, 111 Income statement 113 Income tax 77, 161 Investments 11, 73, 80ff., 163 Latin America 126 Leasing 125, 161 Liabilities 10ff., 14f., 147, 149 Management Board IV, 79f.,160 Margin 44, 79, 81, 89, Media 163, 168 77, 162 Net debt 11, 73, 80ff., 163 North America IV, 75, 112, 160 Operating income see Income 94ff.. Opportunities and risks 92 Organization and administration Profit for the year see Consolidated income 144 Proforma statements (ifrs 3) 118, 130f. Provisions 88 Purchasing 86f. Research and Development 60, 79ff., 89, 163, Retail and Technology 169 162 roce IV, 73, 79, 111, 160 Sales 143f. Segment reporting 150ff. Shareholdings 27, 104 Shares IV, 31, 74, 107 Income 123, 162 31 – Key indicators 27 – Share price performance 29 Shareholder structure Staff see Employees 108f. Statement of changes in equity 4ff., 147, 148 Supervisory Board 115, 126 Tangible assets Taxes see Income tax IV, 160 Tax ratio 81 tv research 73, 80f., 82ff., 163 Western Europe, the Middle East and Africa Yield see Margin ACKNOWLEDGEMENTS The present Annual Report is available in German and English. Both versions and supplementary press information are available for download from www.gfk.com. Annual reports, interim reports and press information are available from: Corporate Communications public.relations@gfk.com investor.relations@gfk.com Contacts Bernhard Wolf Global Head of Corporate Communications Tel. + 49 911 395 – 2012 Fax + 49 911 395 – 4075 bernhard.wolf@gfk.com Marion Eisenblätter Public Relations Tel. + 49 911 395 – 2645 Fax + 49 911 395 – 4041 marion.eisenblaetter@gfk.com Gabo Gabo is considered to be one of the most important photographers in Germany today. She mainly photographs well-known personalities from the worlds of politics, sport, film and tv. Born in Hamburg, she first became interested in photography as a teenager, and initially worked as a photographic model for ten years before moving behind the camera in 1985. In addition to her work with both German and international personalities and in the fields of fashion and advertising, she is also a film director. Publisher GfK se Nordwestring 101 90419 Nuremberg, Germany http://www.gfk.com Editorial support services Abacus Presse & pr, Jo Clahsen Translation arb limited, London Design Scheufele Hesse Eigler Kommunikationsagentur GmbH, Frankfurt am Main, Germany Photography Gabo: pages 10, 14 – 15 Andreas Chudowski: pages 4, 34, 37, 39, 40–41, 44, 46, 47, 48, 51, 52, 53, 54, 56, 58, 59, 60, 62, 65, 66, 68, 69 VII Andreas Chudowski Andreas Chudowski was born on the Baltic coast in 1983. After graduating from high school, he first moved to Dusseldorf and later to Berlin, learning the art of photography as an assistant in both cities. Several years later he took the plunge and began working as a freelancer, and has since achieved success as a photographer in the fields of portraits/people and advertising. In his freelance work he often focuses on topics and people relating to the internet, its increased significance for society and the progress with which it is associated. Gff k . 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