GfK. Growth from Knowledge
Transcription
GfK. Growth from Knowledge
CONTENTS Th e G f K G R O U P: A N N U A L R E P O R T 2 0 0 2 K N O W L E D G E : T H E G AT E WAY T O CUSTOMERS AND CONSUMERS C2* The GfK Group, business divisions and regional presence 1 Aims and strategies, highlights 2002, mission statement 2 Members of the Supervisory Board Report by the Supervisory Board 6 Foreword by the Chief Executive Officer: To our shareholders and business associates 9 Renewing our core message “GfK. Growth from Knowledge” 12 Overview of 2002 The GfK Group. Annual Report 2002 14 GfK special: the market research industry and GfK business divisions Knowledge: the gateway to customers and consumers 52 GfK shares – Investor Relations: Difficult year for GfK shareholders 58 The Management Board * Cover pages are marked with “C” MANAGEMENT REPORT AND FINANCIAL S TAT E M E N T S F O R T H E G f K G R O U P 61 Management report 89 Financial statements 94 Notes to the consolidated financial statements 127 Auditors’ report Annual Report 2002 GfK. Growth from Knowledge Knowledge: the gateway to customers and consumers A D D I T I O N A L I N F O R M AT I O N 129 134 C3 C3 C4 Glossaries and abbreviations Contacts The GfK Group: five-year overview Index Financial terms THE GfK GROUP, BUSINESS DIVISIONS Information services in four business divisions AND REGIONAL PRESENCE CONSUMER TRACKING Through its Consumer Tracking division, GfK provides clients in 24 countries throughout Europe with information services based on continuous surveys and analyses of consumer purchasing decisions and behaviour. These cover consumer goods and services of all kinds. Established almost 70 years ago as Germany’s first market research company, with more than 120 subsidiaries, offices and participations in over 50 countries on five continents, the GfK Group is one of the leading market research organizations. Ranked No. 1 in Germany and No. 5 in the world, the Group employed almost 4,900 people at the end of financial year 2002, over 70 per cent of whom are based outside Germany. We provide clients from industry, retail, the service sector and the media with information services, which they use for their marketing to existing and potential clients as well as to distinguish themselves from the competition. As a company with a long tradition, we are NON-FOOD TRACKING careful to maintain in our work the continuity that comes with decades of success in the business. Through its Non-Food Tracking division, GfK provides clients in industry and retail in 44 countries around the world with information services derived from continuous retail sales analyses and surveys on consumer technology markets. At the same time, we use innovation and progress to drive our activities. The GfK Group – worldwide presence MEDIA Through its Media division, GfK provides clients in 20 countries throughout Europe with information services on the intensity and nature of media usage and media acceptance. The offering covers both the classic media such as television, radio, print and outdoor advertising as well as the new online and offline media. AD HOC RESEARCH Through its Ad Hoc Research division, GfK provides clients in 29 countries around the world and via partnerships in another 61 countries with information services for their operational and strategic marketing decisions. These include tests and surveys on product and pricing policy, brand management, communication, distribution and customer loyalty. Northern Europe Denmark, Finland, Ireland, Norway, Sweden, UK Western and Southern Europe Germany, Austria, Belgium, Cyprus, France, Greece, Italy, Netherlands, Portugal, Spain, Switzerland Central and Eastern Europe Azerbaijan, Bulgaria, Croatia, Czech Republic, Hungary, Poland, Romania, Russia, Serbia and Montenegro, Slovakia, Slovenia, Turkey, Ukraine Asia and the Pacific Australia, China, Hong Kong, India, Indonesia, Japan, Korea, Malaysia, New Zealand, Singapore, Taiwan, Thailand, Vietnam America Brazil, Canada, Mexico, USA Middle East and Africa Egypt, Iran, Saudi Arabia, South Africa, United Arab Emirates Sales by regions, 20021) 7% Sales by business division, 20021) 5% 5% In % In EUR m 15 % 86.0 Non-Food Tracking 25 % 137.3 Media 11 % 61.3 Ad Hoc Research 44 % 246.3 5% 28.5 100 % 559.4 5% 15 % 44 % 25 % Consumer Tracking 35 % Other 11% 37 % Total 1) Rounding differences possible 11 % In % In EUR m Germany 37 204.7 Northern Europe 11 59.1 Western and Southern Europe 35 196.7 Central and Eastern Europe 5 28.5 America 7 40.4 Asia and the Pacific 5 30.1 100 559.4 Total 1) Rounding differences possible INDEX THE GfK GOUP: FIVE-YEAR OVERVIEW Accounting as per HGB (German Commercial Code) 19991) 2000 Accounting as per US GAAP Income statement 1998 2001 2001 Total performance 309.2 380.4 469.0 482.1 505.8 thereof Consumer Tracking3) 60.9 82.4 89.4 84.8 84.8 thereof Non-Food Tracking3) 91.1 100.9 112.9 119.5 122.2 2002 in %2) Income statement 559.4 + 10.6 Sales 86.0 + 1.4 thereof Consumer Tracking3) 137.3 + 12.4 thereof Non-Food Tracking3) Pro Change forma thereof Media3) thereof Ad Hoc Research3) thereof Other3) Proportion from outside Germany in % Personnel expenses Depreciation and amortization4) 40.5 47.9 53.6 56.5 62.6 61.3 – 2.1 101.8 128.4 183.5 199.6 214.5 246.3 + 14.8 17.6 21.4 30.2 21.6 21.6 28.5 + 31.8 49.5 56.9 62.4 60.1 62.0 63.4 131.9 166.9 206.7 209.7 223.2 244.1 + 9.4 18.1 20.5 16.6 37.0 28.2 24.9 – 11.7 – thereof Media3) thereof Ad Hoc Research3) thereof Other3) Proportion from outside Ger in % Personnel expenses Depreciation and amortization Gross cash flow 30.4 33.7 50.1 44.8 – 40.7 – 9.2 EBITDA 34.5 44.1 53.0 52.8 58.0 68.5 + 18.2 EBITDA EBIT 16.4 23.6 36.4 15.8 29.8 43.6 + 46.6 EBIT 1.7 3.2 3.0 3.7 2.9 6.4 +119.6 Net income from participations 17.0 27.1 37.1 3.9 17.0 45.3 + 165.9 10.7 13.7 25.4 – 6.1 5.5 30.0 + 449.6 Fixed assets 75.6 97.9 77.2 208.6 – 263.8 + 26.5 Fixed assets Investments 54.5 44.3 35.2 108.3 – 76.6 – 29.3 Investments 45.2 39.2 23.2 31.1 – 28.6 – 8.1 9.3 5.2 11.9 77.2 – 48.0 – 37.8 Current assets 92.7 89.1 190.4 189.8 – 189.8 – 0.1 Shareholders’ equity 51.8 55.6 132.7 163.1 – 181.5 + 11.3 Capital ratio in % 30.8 29.7 49.6 39.5 – 38.7 Borrowings5) 114.3 129.7 133.1 243.3 – 281.2 + 15.6 Borrowings5) Total assets 168.3 187.0 267.6 413.1 – 469.6 + 13.7 Total assets 5.3 6.2 7.8 3.3 5.9 7.8 – participations in % 5.9 7.0 8.4 4.0 6.5 8.9 – Earnings per share in EUR 0.54 0.33 0.88 – 0.18 0.24 0.98 – 2.9 – Net income from participations Result from ongoing business activity Result from ongoing Consolidated total income before minority interests thereof in financial assets – Dividend per share in EUR 25.2 0.08/0.10 1.3 Year-end share price in EUR – 13.0 0.13 16.5 0.15 0.17 – 14.9 + 308.3 – Shareholders’ equity Capital ratio in % EBIT margin in % participations in % Earnings per share in EUR Return on equity in % 0.20 + 17.6 Dividend per share in EUR 3.4 3.9 4.4 – 5.2 + 17.6 Total dividend 40.00 31.00 20.39 – 12.81 – 37.2 Year-end share price in EUR 20,000 21,122 26,122 26,122 – 26,122 0.0 3,111 3,676 4,212 4,396 4,653 4,879 + 4.9 Average no. of shares No. of employees at year-end thereof in financial assets Current assets EBIT margin after income from Total dividend (in thousands) thereof in tangible fixed assets Key indicators EBIT margin after income from Return on equity in % before minority interests Balance sheet Key indicators EBIT margin in % business activity Consolidated total income Balance sheet thereof in tangible fixed assets Free cash flow Average no. of shares (in thousands) No. of employees at year-end 1) Excl. Initial Public Offering (IPO) 2) Comparison with pro forma figure 3) The figures for total performance (HGB) and sales (US GAAP) for the business divisions are based on figures from the internal Management Information System. They differ slightly from the figures reported in the financial statements. 4) On tangible fixed assets and intangible assets 5) Provisions, liabilities and minority interests 94 ff. Accounting and valuation methods Acquisitions Ad Hoc Research Affiliated companies Associated companies Balance sheet Balance sheet, notes to Cash flow from ongoing business activity 67, C3 Free cash flow 114 f. Consolidated financial statements 65, 90, C3 Consolidated total income before minority interests 67, 92 Consolidated funds statement 22 ff., 25, 68, 85 Consumer Tracking 113 Contingencies 4, 34, 85, 121 Corporate Governance 66, 91 Current assets 94 Currency conversion 66, 91, 101 f. Deferred taxes 56, 110, C3 Dividend 53, 80, 95, 103, C3 Earnings per share 65, 85, 90, C3 EBIT 65, 85, 90, C3 EBIT after income from participations 65, C3 EBITDA 65, 85, 90 C3 EBITDA after income from participations 65, 85, 90, C3 EBIT margin 80 ff., 85, 118, C3 Employees 67, 84 Financing 66, 91, 104 f. Fixed assets 95, 104 Goodwill 65, 90, 100, C3 Net income from participations 65, 90 Income statement 100 ff. Income statement, notes to 57 Investor Relations 67 f., 84, C3 Investment 65 f., 86, 98 46 ff., 49, 70 f., 86, 114 117, 122 ff. 99, 118, 125 66, 91, 114 f. 68 ff., 85 f., 103, 114 67, 92, C3 58 f, 82, 121 Management Board Margin, see EBIT margin Media Consolidation, methods of Consolidation, scope of Net indebtedness Net interest income Non-Food Tracking Operating income Organic growth Organization and administration 65, 90 Other operating expenses 65, 90 Other operating income 111, 116 Other provisions 114 f. Pro forma statement 110 Proposed appropriation of profits 110 Provisions 82, 85 Purchasing 72 ff., 114 Regions 78, 85 Research and development 65 f. Result from ongoing business activity 76 ff. Risk report 64, 90, 92, 112 Sales 114 Segment reporting 66, 91, 93, 108 ff., C3 Shareholders’ equity 66, 91, C3 Equity ratio C3 RoE 54 f. Shareholder structure 122 ff. Shareholdings 52 ff. Share price performance 52 ff., 90, 95, Shares, earnings per 103, C3 67 Soft facts 56, 95, 109 Stock options 1, 85 f. Strategy 2 ff., 119 ff. Supervisory Board 65, 90, 101 f. Taxes on income and earnings 66, 91 Total assets 38 ff., 43, 70, 86 94 98, 117 67 90, 101 30 ff., 33, 69 f., 86 68 ff., 85 f. 68 82, 85 Aims and strategies, highlights 2002, mission statement THE GfK GROUP HIGHLIGHTS 2002 The GfK Group: number 5 in the market research industry worldwide + CONVINCING C O R P O R AT E VA L U E S • Client focus • Our people • Innovation • Global expertise – local knowledge • Growth + AMBITIOUS AIMS • The GfK Group increased its sales in 2002 by 10.6 per cent to EUR 559.4 million, making it the number 5 in the market research industry worldwide. • There was an over-proportional increase in EBIT including income from participations, which rose 53.1 per cent to EUR 50.0 million. The EBIT margin after income from participations also improved from 6.5 per cent to 8.9 per cent. • Organic growth amounted to 3.5 per cent. GfK has again outperformed the market research sector. • GfK continued to expand its network in 2002, in particular in Europe and Asia and the Pacific as well as in its healthcare activities. • Outperform sector sales growth • Achieve attractive margins • Lead the way through innovation • Focus on customer loyalty + C L E A R S T R AT E G I E S • Expansion in selected markets • Excellence in added value services and consultancy • Leverage of our unique expertise in M I S S I O N S TAT E M E N T Companies need to make decisions. Knowledge is the basis for decision-making. Our business information services provide the essential knowledge that industry, retail, the service sector and the media need in order to make their decisions. As a knowledge provider, we aim to be at the top in all the global markets in which we operate – in the interests of our clients, our employees, our company, our shareholders and the general public. consumer, healthcare, media and retail markets • Long-term investment in most advanced technologies and Internet applications = Growth from Knowledge 1 THE SUPERVISORY BOARD Peter Zühlsdorff Dr. Wolfgang C. Berndt Since 13 June 2002 Chairman of the Supervisory Board Member of the Board of Directors, Managing Director, Cadbury Schweppes Tengelmann Warenhandelsgesellschaft, PLC, London, UK Mülheim/Ruhr Member of Österreichische Werbewissenschaftliche Gesellschaft, Vienna, Austria Managing Partner of DIH – Deutsche Industrie Holding GmbH Peter Danzl Independent Works Council representative at GfK Aktiengesellschaft Helga Haub 2 Until 13 June 2002 Advisor to the sole Managing Partner of Tengelmann Warenhandelsgesellschaft, Wiesbaden Klaus Hehl Deputy Chairman of the Supervisory Board Hans-Jürgen Kunert Independent Works Council representative at GfK Aktiengesellschaft Robert Raeber Chairman of the CIAA (Confederation of the Food and Drink Industries of the EU) Hayo Riesenbeck Since 13 June 2002 Director of McKinsey & Company, Düsseldorf office Dr. Karl Gerhard Schmidt Until 13 June 2002 Chairman of the Supervisory Boards of Greiffenberger AG, Marktredwitz, and Strenesse AG, Nördlingen Dieter Wilbois Senior Specialist Software Development at GfK Aktiengesellschaft Elmar Wohlgensinger President of the Board of Administration of the IHA Institut für Marktanalysen AG, Hergiswil, Switzerland Report by the Supervisory Board THE GfK GROUP REPORT BY THE SUPERVISORY BOARD In financial year 2002, the Supervisory Board kept itself informed on a regular basis of the GfK Group’s business development, income and financial position, its personnel situation and impending investments. It has monitored and advised on the activities of the company’s Management Board and discussed all significant business events with the Management Board. In addition, at the five meetings of the Supervisory Board, individual topics were discussed in depth. The main topics here were the strategic direction of the GfK Group and its international acquisitions activity, discussion and approval of the annual accounts for 2002, as well as discussion and approval of the budget for financial year 2003. The Supervisory Board also dealt with the status of and further implementation of the GfK Group’s risk management system. The discussion and implementation of corporate governance rules were also high on the agenda. During the financial year, the Chairman of the Supervisory Board was in constant contact with the Management Board. The work of the Supervisory Board was supported by the Finance Committee and Personnel Committee. The Finance Committee, which held four meetings in 2002, dealt with the company’s business development, income and financial position as well as impending investments. Additional focal points were the investment policy for the company’s liquid funds as well as the further development of the risk management system and internal auditing. Other main topics were questions pertaining to the accounting system and interim reporting for the company. The Personnel Committee also met four times and mainly deal with the remuneration of the Management Board and questions relating to contract extensions for the Management Board, as well as discussing the GfK Group’s personnel strategy. In a difficult economic environment, the GfK Group continued its targeted global expansion through strong organic growth and acquisitions during financial year 2002. The expansion of its network of holdings was in line with the Group’s strategy as developed by the Management Board and approved by the Supervisory Board. At the end of financial year 2002, the Supervisory Board noted that as number five in the top ten competitors in its field, the GfK Group is in a good position. 3 4 At the Annual General Meeting on 13 June 2002, Helga Haub and Dr. Karl Gerhard Schmidt resigned from the Supervisory Board at their own request. The Supervisory Board would like to thank them for the many years’ of dedicated commitment to the interests of the GfK Group. At the proposal of the Supervisory Board, the Annual General Meeting appointed Dr. Wolfgang C. Berndt and Hayo Riesenbeck to the Supervisory Board. The GfK Supervisory Board therefore benefits again from two experts with many years of experience in industry and consulting. The term of office for the new members shall run until the end of the Annual General Meeting which approves the actions of the Supervisory Board for financial year 2005. During the last financial year, the Supervisory Board extended the contract with Dr. Gérard Hermet, who is responsible for the Non-Food Tracking division, in advance for a further five years until 31 December 2008. In accordance with the resolution of the Management Board in its meeting on 9 December 2002, the Supervisory Board resolved on 19 December 2002 to implement the recommendations of the Government Commission German Corporate Governance Code with three deviations. GfK has issued a declaration of compliance pursuant to § 161 of the German Stock Corporation Act (AktG), which is published on the website at www.gfk.com. The deviations are as follows: The owners of the company passed a resolution on authorized capital at the Annual General Meeting on 13 June 2002 with a 98 per cent majority, which also included the exclusion of shareholder subscription rights. There are strict limits to this exclusion. The authorization is intended to give the Management Board the required flexibility to rapidly implement decisions for the good of the company and the owners. GfK is refraining from giving details of individual Supervisory Board and Management Board remuneration, shares and stock options in favour of an aggregate illustration split into Supervisory Board and Management Board. The information will be broken down into fixed salary and variable salary components as well as into portfolios of stock options and GfK shares. This information is given in the Notes to this Annual Report. The reduction in the timeframe for publishing consolidated accounts and interim reports is a priority for the Management Board and Supervisory Board. The Management Board has introduced measures to expedite publication of the documentation. Report by the Supervisory Board THE GfK GROUP The annual financial statements and the management report for GfK AG and the Group for financial year 2002 have been audited by Bayerische Treuhandgesellschaft, taking into account the book-keeping, and provided with an unqualified auditors’ report. All members of the Supervisory Board received the auditors’ reports in good time ahead of the accounts meeting. The Supervisory Board plenum discussed these documents at length in its accounts meeting, as did the Financial Committee of the Supervisory Board at its preparatory meeting. Both these meetings were attended by the auditors who signed the annual and consolidated financial statements. They reported on the audit in general and on the key points stipulated in the audit mandate, and gave detailed responses to questions from the members of the Supervisory Board. The Supervisory Board has noted the audit report and, following its own examination of the annual financial statements drawn up by the Management Board, has given its approval. The financial statements are therefore adopted. The Supervisory Board has seconded the proposal of the Management Board for appropriation of the profits. The Supervisory Board would like to thank the members of the Management Board, and the members of the Works Council, all GfK AG staff and the staff of affiliated companies for their hard work and commitment. Nuremberg 11 April 2003 Peter Zühlsdorff Chairman of the Supervisory Board 5 T O O U R S H A R E H O L D E R S A N D B U S I N E S S A S S O C I AT E S We set our sights high in 2002 and are very pleased that we not only achieved our aims but even exceeded them: Dr. Klaus L. Wübbenhorst Chief Executive Officer of GfK AG • We were able to achieve double-digit growth both in terms of sales and results and increased our EBIT margin after income from participations from 6.5 to 8.9 per cent. • With net organic growth of 5.3 per cent, we once again achieved growth above the sector average. • We further expanded our global network in 2002, focusing on creating a solid foundation in the profitable growth market of healthcare. 6 • The growth achieved means that we are now ranked No. 5 in the worldwide market research sector. At the ordinary Annual General Meeting on 13 June 2003, the Management Board and Supervisory Board will propose a dividend payment of EUR 0.20 per share. This represents an increase of almost 18 per cent on last year’s dividend payment of EUR 0.17 per share, and a dividend increase of 54 per cent since our IPO. So these are the hard facts of our company’s success in 2002. Success like this is largely based on the commitment of our employees throughout the world, whose exceptional motivation and drive in these somewhat difficult times have made this positive development possible. Knowledge: the bridge to clients and consumers Chosen as the leitmotif of this year’s Annual Report, in which four examples of successful cooperation with clients demonstrate the importance of knowledge for industry, retail and media, in terms of the markets in which they operate and the consumers and users of their products and services. We show how • brand manufacturer Unilever uses market research to position its many global and regional brands in response to the changing requirements of Polish consumers. • British retail group Dixons uses market research to fulfil the expectations and demands of the purchasers of consumer technology goods and to stay ahead of the competition. Foreword by the Chief Executive Officer THE GfK GROUP • the new Radiocontrol metering technology developed by GfK helps radio stations, advertisers and media professionals to determine where, when, why and how people use radio today. • the owner of the most valuable brand in the world, Coca-Cola, uses market research to give it the edge over its competitors in terms of product quality, logistics, distribution and local marketing. In an interview, Michael J. Naples, one of the most prominent and committed personalities and experts in the world of market research, outlines how interesting and forward-looking our business is and describes the major challenges faced by the sector. Corporate community: a driving force for future success Commercial success and cooperation with our clients constitute a cornerstone of our corporate ideas and actions. 2002 was a year of integration and co-determination for our employees in the GfK Group global network, with the focus on corporate culture and communications as well as social responsibility. Our initiatives have been very successful: • We adopted the Corporate Values developed by the Excellence team, a group of top young high-flyers at GfK. The values provide us with a clear, strong system founded on five principles which express how we understand our work and our role as a provider of intelligent solutions. • We implemented our new Corporate Design guidelines and revamped our logo to create a contemporary and unmistakeable brand image for GfK worldwide. • We launched our global Intranet, gfk4u, which helps our companies and employees to share their vast knowledge and expertise throughout the world as well as keeping GfK always a step ahead of the competition. • We were involved in scientific, cultural and social projects, such as co-structuring and financing a course at Erlangen-Nuremberg University; providing 10,000 advertising posters from four decades on permanent loan to the Germanisches Nationalmuseum and sponsoring the European Children’s Theatre Festival 2002. At the end of 2002, we also submitted a declaration of compliance with the recommendations of the German Corporate Governance Code in order to further strengthen your trust, as shareholders, in the GfK Group. 7 Outlook: our aims for 2003 We have also set our sights high for 2003. We intend to once again outperform the sector in terms of organic growth, increase our margins and reinforce our competitive international position through innovation, quality and client focus. We intend to ensure that our employees worldwide have secure, interesting jobs and the opportunity to develop their talents. This will of course also benefit our clients, many of whom have cooperated with us for a great number of years. Our continued strategy for the future is to offer them all our knowledge, expertise and experience to help them remain successful in their respective markets. 8 We would like to extend our thanks to you, our shareholders, for your loyalty in these turbulent times of weak stock markets and change throughout the world, and for your trust in our work and commitment to all that we undertake. Nuremberg, 11 April 2003 Dr. Klaus L. Wübbenhorst Chief Executive Officer GfK. Growth from Kowledge THE GfK GROUP RENEWING OUR CORE MESSAGE GfK. GROWTH FROM KNOWLEDGE The letters GfK are much more than just a name. They represent a stamp of quality and at the same time convey our core message, which our clients worldwide associate with quality, innovation and professionalism. In 2002, we opted to redesign our logo and revise our Corporate Values with the aim of unifying the corporate network and reinforcing the GfK brand in preparation of future challenges. Our new logo – an unmistakable symbol of unity In recent years, GfK has grown over-proportionally quickly and considerably expanded its network. In view of this dynamic growth, it was even more important to revise the corporate image to highlight the essence and significance of GfK. A clear identity is the prerequisite for credibility and trust. As part of the process of redesigning and standardizing its corporate image, GfK has also revamped its logo. The increased diversity of the corporate network required a symbol which would embody inner unity and stand out from competitors worldwide. At the same time, it should convey the identity of GfK in an abstract way. The new logo design had to meet high demands. It needed to be simple but powerful, clear and unmistakable. Given the variety of working approaches and cultures within the GfK network, this was a major challenge. Each of the business divisions and GfK companies has its own character and communicates using its own language and symbolism. But for all its diversity, GfK is one entity. And this is what the new logo, incorporating existing and new design elements, should convey. 9 10 GfK. Growth from Knowledge Our Corporate Values Client-driven Our people 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. 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. GfK. Growth from Kowledge THE GfK GROUP Our Corporate Values Communicating our core message Growth from Knowledge, the central premise of the GfK brand advertised throughout the world, perfectly encapsulates almost seventy years of successful GfK history. It is a core element of our creativity, commitment and the future – both our own and that of our clients. The various aspects of the “Growth from Knowledge” message are contained in the recent Corporate Values, which summarize GfK’s strong points: client-driven, our people, innovation, global expertise and local knowledge as well as growth. Growth from Knowledge and the new Corporate Values give each and every one of our employees the responsibility of proving the claims in their dealings with our shareholders. The actions of all our employees help to communicate the central message and associated values of our company. All our employees are GfK brand ambassadors. Innovation Global expertise – local knowledge Growth 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. 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. 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. 11 Ratings measurements include digital TV channels in Germany for the first time AGF, the TV research partnership to which Majority holding in all the major TV stations Portugal OVERVIEW OF 2002 in Germany belong, The Spanish subsidiary, commissions GfK EMER-GfK, tops up its Fernsehforschung 27.6 per cent stake in to include digital Portugal’s Intercampus programmes alongside to 50.01 per cent. its research into the Founded in 1990, the consumption of the company operates in analogue channels in the Ad Hoc Research the AGF/GfK TV panel division. in future. 01 02 03 04 05 Major media contracts GfK sponsors Acquisition of Consumer climate Licences granted for in Belgium and Austria Panoptikum – the Informark in Australia in Germany falls to Radiocontrol in Asia record low and the Pacific 06 12 With two major European Children’s Theatre Festival Acquisition of Informark Pty Ltd. In April 2002, the pro- ACNielsen Media and Austria, GfK Australia, which pensity to buy indicator International acquires consolidates its position specializes in retail in Germany falls to its a licence to use research for consumer lowest point in 20 years Radiocontrol. A leading durables. GfK expands according to a media research company its leading position in consumer climate in the USA and Asia, the non-food tracking survey carried out by ACNielsen Media segment in Australia. GfK for the European International intends At the 52nd GfK annual Commission. The main to use the electronic conference on “Market reasons for this are the measuring technology leadership – exploiting Euro-inflation debate, developed by GfK and securing success Stake acquired in ongoing high levels of company, Telecontrol, potential”, GfK presents M2A, France unemployment and the for its radio ratings exclusive surveys on less than rosy economic research in 16 countries modern branding to outlook. in Asia and the Pacific. 600 marketing experts contracts in Belgium as the leading media research organization in Europe. The contract in Belgium runs from the start of 2002 to the end of 2008 and the contract in Austria from For the second time, GfK sponsors Panoptikum, the international children’s theatre festival in Nuremberg and Augsburg. the start of 2002 to the end of 2004. GfK Belgrade GfK acquires a 35 per founded cent holding in M2A, GfK launches its business activities in Serbia and Montenegro through the newly one of the leading providers of information services for the veterinary sector in France. GfK annual conference 2002: modern branding from all over Germany. Guest speakers are Dr. Rolf Kunisch, CEO of Beiersdorf AG, Professor Dr. h.c. founded GfK Belgrade. Lothar Späth, CEO of The new company Jenoptik AG. is taking over the activities of Focus Marketing Research, the country’s third largest research organization. Overview of 2002 THE GfK GROUP HealthCare expanded in Germany and Switzerland The GfK Group takes Award for best over in full the business methodology operations of I+G presentation Nürnberg and its subsidiaries GPI Contract on Nuremberg poster TV ratings research collection handed over in the Ukraine to the Gemanisches Nationalmuseum Kommunikations- The speech on The Ukraine Industrial forschung and I+G “Assessing the financial Television Committee A ceremony is held to Suisse from the existing brand value” by commissions GfK mark the handing over joint venture I+G Siegfried Högl and subsidiary GfK-USM of a collection of Gesundheitsforschung Dr. Oliver Hupp, both to set up a TV panel in around 10,000 posters with NFO Europe. of GfK, and Hamburg the Ukraine to measure worth EUR 1.6 million GfK AG’s new HealthCare marketing professor audience ratings for by GfK-Nürnberg e.V. segment expands the Dr. Hendrik Sattler was The acquisition of Ukraine TV stations und the Nurembeg offering for information awarded the prize for Strateji Mori in Turkey and programmes. The Academy for Sales services for the medical, best methodology pre- makes the GfK Group contract starts in 2003 Research on permanent dental and veterinary sentation at the 2002 the market leader in ad and runs for an initial loan to the Germani- markets. ESOMAR Conference. hoc research in Turkey. period of four years. sches Nationalmusuem. 09 10 11 12 07 08 Strateji Mori in Turkey 13 Significant acquired GfK sponsors market GfK sponsors the First client conference GfK Christmas card in Belgium information manage- Nuremberg marathon for Marketing campaign Acquisition of majority ment faculty Around 7,500 local Services, South Africa Christmas pictures holding in Belgium GfK-Nürnberg e.V., the people of all ages and Almost 100 clients from by the children at the based company majority shareholder in walks of life take part trade and industry state home for children Significant. This adds GfK AG, is providing in the Nuremberg attend the first client and young people in onto GfK’s services in EUR 384 thousand for marathon 2002. GfK is conference held by Reutersbrunnenstrasse the Media and Ad Hoc three years to the market one of the main spon- GfK Marketing Services in Nuremberg provide Research divisions and information faculty at sors and approx. 120 in South Africa. the creative input for puts GfK into the top the University of GfK employees and 5 in the industry in Erlangen Nuremberg, their families take part Belgium. which was established in the race. in 1999 by GfK and the Acquisition of IFR University. The second 15,000 GfK Christmas New Corporate Values for GfK company. Team made up of gives one or two gradu- in Australia on enter- selected next gene- GfK acquires a 51.4 per ates the opportunity to tainment ration managers has cent holding in Institut attend the MBA course Français de Recherche in market research at (IFR) in France. The the University of acquisition is a further Georgia in Athens near step in GfK’s expansion Atlanta. of the market leadership of its Non-Food Tracking division in the French market. special GfK services, products and innovations in the entertainment sector to some 200 guests. This is followed by the GfK Video Awards Night attended by around 400 guests from TV, industry and commerce. are then sent to clients and friends of the Client conference GfK Australia presents gingerbread tins, which GfK’s first Excellence sponsoring agreement Group in France cards and around 5,000 been working on new Corporate Values for a year. Following the presentation to the Management Board, the values will be presented globally to all GfK employees. BUSINESS DIVISIONS SPECIAL Knowledge: the gateway to customers and consumers Knowing and understanding the markets in which buyers, consumers and the users of products and services move can be the critical factor in deciding whether a company will prosper or fail in today’s marketplace. This applies to global market leaders as well as companies with a national, regional or local focus. Modern market research such as that conducted by the GfK Group, specializes in providing information on markets, buyers, consumers and users to its clients in commerce, industry and the services sector so that they can operate successfully in their markets on a long-term basis. An interview on the future of market research with an expert and four reports on the work of the GfK business divisions highlight how market research can support and complement an entrepreneurial approach. 14 Market knowledge for market success Interview with Michael J. Naples Companies which operate successfully in their markets use a range of information on markets, customers and consumers. This information can be internal or external, from generally accessible or exclusive sources. The trick in market research is to produce customized information packages from a broad spectrum of different information using all the techniques and methods available today. In this interview, Michael J. Naples, one of the best known international figures in the market research industry, talks about the future demands on a market research provider such as GfK. Page 16 Zukunft GfK der Business Marktforschung Divisions GGf fKK SSPPEECC II A AL Page 20 Consumer Tracking Learning to think like a consumer Consumer research for Unilever Poland There was a rude awakening for Polish people after the consumer boom in the first half of the nineties – including learning not to take the advertising promises of brand manufacturers and retailers at face value. The most popular brands among Polish consumers today are those which are Page 28 The times when retailers acted on the basis of hunches and set up flourishing retail chains in no time are long gone. Today, large retailers are dependent on all kinds of information about markets, competitors and consumers – in day-to-day business, logistics and short-term corporate planning 36 The future of SRG SSR idée suisse’s radio audience research began in 2000, when it was the first global media company to decide to record radio reach electronically. The Radiocontrol metering technology developed by GfK subsidiary Telecontrol made it all possible. Instead of relying on 44 recall of radio programmes and stations listened to, the details of which are then recorded in a diary, participants of the radio reach survey carried out by SRG SSR and its subsidiary Publica Data wear a wristwatch which records all radio/TV sounds in the wearer’s environment 24 hours a day. Ad Hoc Research Providing moments of refreshment to people – everywhere at any time Customer satisfaction research for Coca-Cola in the USA Coca-Cola has been the world’s most valuable brand for years, and with good reason, as there is no other soft drink drunk as frequently. Four out of the five most frequently consumed soft drinks in the world are produced using syrups and concentrates manufactured by as well as long-term, strategic decisions. The Dixons Group, Britain’s largest specialist consumer electronics retailer, began using market research to support its short, medium and long-term activities back in the eighties. Media The listening watch Radio audience research for SRG SSR idée suisse in Switzerland Page regarded as offering consistent quality, being reliable and of lasting value. The report highlights the difficult period of change experienced by Polish consumers with regard to society and the economy. It shows how the management at Unilever Poland is responding to this change and how it uses market research to great effect. Non-Food Tracking Finding the answer to the second question Retail research for the Dixons Group in the UK Page The Coca-Cola Company. This is brand policy at its best. In addition to consistently high product quality, there are also other quality criteria which affect production, distribution and marketing. The CLASS customer satisfaction survey carried out with bottlers in the USA gives weight to the mission statement of the top brands of The Coca-Cola Company. 15 Market knowledge for market success Interview with Michael J. Naples on the future development of a sector driven by client requirements Michael Naples, one of the most prominent figures in the international market research industry, describes how research has changed to meet the needs of users. Michael J. Naples is President of the Marketing Research employed professional market researchers, developing a large number of techniques that are still in use today, and they also trained a lot of good research specialists. Institute International at the University of 16 Georgia, Athens, Georgia, USA, which offers distance learning courses in market So when did the fundamental change take place? research worldwide. The institute is backed by several organizations such as the American Marketing Association, the Advertising Research Foundation and the European market research association, ESOMAR. What do you believe have been the main landmarks in the development of marketing and market research? Systematic marketing and market research did not really become important until the early 1950s, when brand manufacturers such as Procter&Gamble and Unilever were expanding rapidly. That was when meeting consumer needs became the mantra of marketing companies. » Market researchers are increasingly having to breathe in the same way, move at the same speed and speak the same language as their clients. « The initial impetus for the growing demand for consumer and market data came from advertising agencies and companies’ in-house advertising departments that dealt with all marketing issues. They maintained large research departments and The next era in market research began in the 1960s. Perhaps I can explain the reason with a personal example of my own. At that time, I was Head of the Advertising Research department at the US company Lever Brothers, responsible for the food, personal care and household care segments. One day I found that we were employing four different ad agencies to do our copy and advertising tests. They were undoubtedly all first-class agencies, but each of them had developed its own advertising test. What is a client like Lever Brothers supposed to do if four different agencies all say their test is the best? So along with Lever Brothers, all the big advertisers began doing their own market research. Each wanted to find out for itself what was valid and reliable in terms of effective marketing. At Lever Brothers, we had around 30 people developing a differentiated portfolio of product development, advertising and consumer research tests. It stayed that way until the 1970s. When did market research companies come onto the scene? At some stage, brand managers started to focus on costs, and in the 1980s we saw a lot of re-engineering and job cuts as American and European companies tried to restructure and become more productive. In-house market research departments were no exception; they Market research sector GfK SPECIAL About Michael J. Naples From 1981 to 1996 , Michael Naples market research sectors. The ARF honoured specialist articles and several books on was General Manager and President of him by creating the Michael J. Naples the subject of advertising frequency and the Advertising Research Foundation in Leadership Award for excellent entre- advertising effectiveness. Princeton-born New York, which, during his time there, preneurial achievement, which is awarded Naples began his career at the Lever he turned into the biggest international every two years. In addition, Michael Brothers Company, working his way up specialist association for companies Naples is a leading light in American market to Marketing Research Director. operating in the advertising, media and research. He has published numerous became a lot smaller, and the research industry profited from this. It grew mainly because it took on more and more work previously done by clients, particularly brand manufacturers. The number of people employed in in-house research departments decreased, and the focus of their work was different from that of people in market research companies. How would you describe the brand industry research situation today? 17 These days, most in-house marketing research managers are no longer responsible for all areas of the company’s business. They are part of the marketing team for a product area, so they are more involved in day-to-day business than they used to be. Their access to information has also grown enormously. In the old days at Lever Brothers, we used to get market share data for our products every two months. They were the basis for our business decisions. Today they get new information every week, sometimes every day, always tailored to their particular area of marketing and systematically collected. The traditional market research spectrum includes information on product sales, causal analysis of sales fluctuations, standardized advertising and concept tests, analytical models of the mix used in complex ad campaigns, continuous advertising tracking, customer segmentation studies and modelling analysis, experimental market tests and model analysis used to optimize brand value and allocation. There are countless highly developed, effective and useful tools for market and media research. There are also lots of new instruments used to prepare information. Take data mining, for example. Companies like American Express have information on credit card holders that can be collated and analyzed using data mining to gain new knowledge about consumers. It can be transferred to any type of information a company has about its customers and markets. Using all these » It was the information needs of increasingly global brands that triggered globalization in the market research industry.« tools to gain knowledge that can be used to manage a business and take decisions is one of the main challenges facing today’s market research and information directors. It is no longer about using individual research techniques for this or that purpose; that’s routine. It is about cleverly combining all the available information to make decisions which make the company more competitive and innovative. Would you go so far as to say that is the only thing market research will concentrate on in the future? I wouldn’t go that far. Apart from support for strategic business decisions, there will obviously still be the traditional routines. Ideas, products and advertising campaigns will still need to be tested. There will always be test markets, consumer surveys and qualitative interviews. 18 » I believe that market research has always been a pioneer in the use of technology. It has been in the vanguard when it comes to using portable computers, call centre technology and the Internet to canvass consumer views.« But it is also about using strategic information based on existing data for the long-term development of the business. A forward-looking in-house market researcher combines traditional research skills with management talent and an entrepreneurial attitude. He can only do that by having specialist skills that go beyond the everyday and contribute to the company’s strategic value. What changes have there been in the expectations of clients? Of course there has been significant change here too, because clients have become more demanding. They want market researchers to provide precise, timely information that is tailored to their needs and allows them to think ahead and decide in advance what their objectives are. And they take it for granted that researchers will understand the client’s business. It is important for clients to trust the market research companies they use, which means they are working with fewer of these companies than they used to. In the 1950s, each survey was a new project. Today, that is no longer the case. Instead, a client of a professional market research organization has access to a large volume of market data. These days, if you want to market your products successfully in a competitive environment, you need a full range of information from internal and external databases, and data obtained exclusively for you. That is the key. The art of market research companies lies in developing specific approaches for each client, using the techniques currently available on the market. Basically, market researchers are increasingly having to breathe in the same way, move at the same speed and speak the same language as their clients. What impact has globalization had on market research? Firstly, I believe that the question of whether globalization is good or bad is not important. I see globalization as being a fact of life – with all its positive and negative aspects. Even ten years ago it wasn’t a major issue, apart from for a few companies such as Coca-Cola or Levi. In those days, they were the only ones to commission large numbers of surveys and use mainly market research companies to carry out international research in lots of different countries. It wasn’t until large numbers of American and European companies began operating on an international scale that they began needing more international market and consumer analysis. It was the information needs of increasingly global Market research sector brands that triggered globalization in the market research industry, because research companies invested in globalization to meet the needs of brands. Today, the world’s 25 biggest market research organizations generate 65 per cent of the industry’s USD 18 billion turnover. This is impressive evidence of how much market research has been affected by the general process of globalization. Big research companies still have to do everything in their power to assert themselves in the face of international competition. How much of a role has technology played? The fact is that technology has contributed to the growth of the market research sector, perhaps more so than in other industries. It has made the business easier, both in terms of collecting, analyzing and developing data, and of the new forms of communication and networking which have provided major support to the business worldwide. I actually believe that market research has always been a pioneer in the use of technology. For example, it was the first segment to use supermarket scanner technology for more wide-ranging information purposes. It has been in the vanguard when it comes to using portable computers, call centre technology and the Internet to canvass consumer views. What do you think will be the key issues in market research over the next ten years? The trends I’ve just mentioned will continue, and the globalization process within the industry is not yet complete. But in addition to an “expansive” globalization of company networks, we are also going to see an increasingly “qualitative” form of globalization, towards ever more sophisticated and globally-usable tools and services and more comprehensive and high-performance knowledge systems. GfK SPECIAL Modern technology plays a critical role in this process. Market research has always been, and always will be, an industry which gains much of its impetus for growth and innovation from the development of new information and communication technology, and plays a trailblazing role in its use. This applies not just to the instruments and media used to collect and process data, but also to the exchange of information, both internally and with the client. » Managing information relevant for decision-making requires both an ability to process and correlate a large quantity of very varied data, and a profound understanding of business.« Globalization and technology are dramatically changing our clients’ businesses as well. Their markets have become more complex, fastchanging and competitive. Market information for short-term and long-term business decisions has become a crucial factor of production. Managing this information requires both an ability to process and correlate a large quantity of very varied data, and a profound understanding of business. Both clients and market research companies have a growing need for people who are able to do this. This mixture of research and consultancy means they have an essential part to play in clients’ decisions. Clients’ information and market research managers are supported by their colleagues in market research companies with a wealth of methodological knowledge and customized information services. This is a long-term relationship based on the principle that market researchers are working exclusively to achieve market success for their clients. 19 20 Consumer Tracking GfK SPECIAL 21 Learning to think like a consumer How consumer attitudes and needs changed in Poland when the iron curtain came down and why brand manufacturer Unilever uses market research in its approach to this change in Polish society. GfK Polonia: research for Unilever Poland Learning to think like a consumer There was a rude awakening for Polish companies after the consumer boom: in the first half of the nineties consumers grew up and became sceptical and at the same time their buying power dwindled. With the help of professional and imaginative market research, Unilever Poland is transforming its marketing to suit the new market conditions. Managers from Unilever Poland hastened to take part in a “real adventure”. Far away, in the smaller and smallest towns of the 16 provinces, far from the shelter of their own offices and the excitement of life in the great metropolis, Warsaw, they were due to spend four weeks as citizens among citizens – without gold credit cards, mobile phones, cars and all the other paraphernalia of the five per cent of the population making up Poland’s top earners. On the contrary, under the guise of being related to local citizens, they had to manage on the average income of a normal Polish small-town household and experience for themselves, how to deal with the array of consumer products on offer on just a handful of zlotys. 22 The project was one element of a strategy programme launched globally in 2000 under the title “Path to Growth”, which gave the management the necessary intelligence to successfully position Unilever brands in the Polish market. The programme included two-day visits to families in the furthest corners of the country, as well as excursions during which current knowledge of regional problems and peculiarities, including historic and economic developments, could be absorbed. Time and again, the Unilever “emissaries” sought to speak to consumers in order to “see the world we share through different eyes”, as one participant recalls. In Poland, premium brands are on the increase despite the recession. Consumers appreciate their consistent quality and lasting value. Ana Gisa Ana Gisa, Head of Consumer Insight/Market Research at Unilever Poland on the change among Polish consumers: “Consumers will no longer be bamboozled. They have stopped chasing the dream.” Looking for a life with dignity Ana Gisa, consultant to the Management Board and Head of the Consumer Insight/Market Research department at Unilever Poland, sums up: “Target groups can only be correctly addressed if the marketing people know and like them and if they don’t deal with them from their high horse, without having even the slightest idea of how the average person lives.” As Gisa says, they, too, Consumer Tracking GfK SPECIAL Entrance to one of Warsaw’s many hypermarkets are looking for a life with dignity, even if the circumstances are difficult. Poland is currently battling against high unemployment: around 17 per cent of the 38.7 million population has no job. At USD 3,200, the annual income per capita is very low compared to the German figure of USD 28,500. Initially, the mood of change was exuberantly positive, even leading then President Lech Walesa to dream that Poland might become a second Japan in the early years after the revolution. As Ana Gisa puts it: “Everyone was happy and looked towards the future with a great deal of confidence,” adding: “Because of this dream, at first, consumers were unconcerned about spending money.” In actual fact, at the beginning, people were simply hungry to consume. It was as if paradise beckoned after all those years behind the iron curtain and the times when they could only dream about Western brands and shopping. However, the critical assessment of the Unilever market researcher is that: “This was also a time characterized by a complete loss of touch with reality. People spent all their money including savings, believing that in two or three years, their salaries would rise to match their consumption. We believed ourselves to be the future “Tiger economies” of the world, comparable with those of Asia”. The end of the dream of endless consumption Many foreign companies also believed in the dream and opened subsidiaries in Warsaw, Lodz, Krakow and elsewhere. For example, 20 retail chains alone have a presence, which economic experts believe is at least twice too many, despite the fact that Poland is a big market and a gateway to Russia and the Ukraine. As early as 1996, the chasm between the pace of economic growth and private consumption had already opened up. Consumers were living on credit without a care in the world, as a consequence of a pent-up need to consume and also the characteristic that “we Polish consumers have in common with other Eastern Europeans and A surfeit of products means that competition among brands is fierce. that is that we suffer from a certain lack of rational logic,” as Gisa explains. They were completely clueless and defenceless in the face of the new brand universe, which was being established and promoted by companies according to the Western model. It was difficult to keep pace with developments and then some time later, the consumer said: “Right … I’ve had enough! All I want is ordinary detergent. I have no idea what they are talking about and what they mean.” » The GfK ConsumerScan panel is the only source which can tell us who is buying our products.« These insights and the economic crisis in Poland and other Eastern European countries ushered in the second phase of consumer behaviour. Huge rafts of the population became impoverished, and the overheated and over-funded consumption 23 Quality of life is what Polish people want and what premium brands can offer. 24 dropped back to a realistic level. Gisa reports: “People suddenly understood that not only they, but their children would not benefit from the changes as they thought they would and that paradise was not just around the corner. It was the phase of disenchantment, when you simply had to accept that after all, you were just a frog, and not a prince.” Honest information rather than mystification Now people are fighting to maintain their standard of living and their dignity. Whilst not wishing to be counted as poor, they are nevertheless confronting reality. For companies, this means a massive fall in private demand, due to consumers having less money to spend. Many need the money to pay off what has meanwhile become a very high level of interest: 27 per cent of Polish households had taken out loans to buy cars, refrigerators and other desirable top grade consumer products. These factors now determine the marketing policies of Polish companies, in a landscape beset by other incidentals like price wars, often triggered by the international retail chains deeply embroiled in fierce competition, and growing scepticism on the part of consumers towards branded goods, which is a global problem. Ana Gisa sums up: “Consumers have become far more rational, knowledgeable and clever. They are much more demanding, even in respect of advertising, for example. They do not want mystification, but honest information. This was the second phase, which according to my assessment lasted from 1998 to 2000.” Using data for ongoing market monitoring Gisa has been observing people on the markets, who have developed product loyalty, and who no longer try everything and anything that comes onto the market. Premium brands in which consumers have developed a certain trust, are still showing growth rates frequently counted in double figures, despite the recession. Gisa elaborates: “The crux of the matter is consistent quality, honesty and really giving people something of lasting value. People won’t be bamboozled now and are not chasing the dream any more.” Agnieszka Sora Agnieszka Sora is GfK Polonia’s Managing Director. For many years, the company has been supplying Unilever with comprehensive information on consumer behaviour in Poland, collected from the ConsumerScan Panel. In markets like this, market research is among the most important instruments at the disposal of marketing management when they are deciding on the right products and the right positioning. This is the reason why the demands on market research organizations are high and why Unilever is one of the biggest clients of GfK Polonia in Warsaw. Consumer Tracking GfK SPECIAL Brief overview: Consumer Tracking Consumers, brands and markets in the spotlight Key services Service details Information services, advice and solutions providing support for the marketing decisions of brand manufacturers and retailers in the consumer goods and services sectors. GfK ConsumerScan: consumer panels on fast moving consumer goods in 24 countries; like panels in 15 other countries, these belong to the Europanel run in conjunction with Taylor Nelson Sofres. Our offering GfK ConsumerScope: online and mail panels for consumer goods and services in nine countries Information about consumer habits and advice based on continuous surveys and analyses of consumer buying behaviour in household and individual panels. Panel participants keep a regular record of their purchases over long periods. GfK collects the information from the households, processes and collates it according to the clients’ requirements. Clients receive comprehensive information packages • about changes in purchasing behaviour with regard to manufacturer and retail brands in all relevant product categories and buyer structures over time, also on brand loyalty and shopping outlet preference, • about the effect of changes in pricing policy, promotional and advertising activities on sales and core brands. The aTRACKtive software developed by GfK for the specific purpose of analyzing consumer panel data enables users to prepare numerous special in-depth analyses in addition to standard reporting. GfK CatmanGuide: service system for category management of FMCG directly at the point of sale. The advantage for clients Clients use partly standard, partly customized information packages to monitor and manage their tactical and strategic decisions on product and pricing policy, distribution and category management, advertising and promotional activities. The consulting services offered by our team of client advisors support clients in their decision-making. The clients Large multinationals as well as SMEs and companies operating in the consumer goods and services markets. Our top clients include Henkel, Unilever, Procter&Gamble and Nestlé. Highlights in 2002 • Europe-wide rollout of the aTRACKtive software used by GfK and clients for panel analyses • Upgrading of the Internet platform aTRACKtive.web, via which clients have direct access to consumer panel databases • Development and trials of ECPO (Electronic Consumer Panel Online), a system for recording purchasing data via the Internet • Addition of 1,000 households, the heads of which are non-German residents, to the GfK ConsumerScan panel in Germany • Above-average positive development of category management business • Reinforcement of European integration of the Europanel managed together with Taylor Nelson Sofres • Improvement and harmonization of reporting to international standard in Europe • Advancement of cost-cutting programme Positioning GfK Consumer Tracking ranks 2nd in Europe, in terms of business volume, in the area of continuous consumer research and No. 1 in Austria, the Benelux countries, Germany, Italy and Switzerland as well as other Central and Eastern European countries. 25 Unilever brands are everywhere – from corner shops to retailers and hypermarkets, everyone sells them. 26 Gisa continues: “Like anywhere else, we need continuous data gathering here in Poland, because this is the only way to monitor our performance and what is happening in the markets.” She goes on to stress the particular significance of GfK ConsumerScan for Unilever. The Group uses the ongoing data sources to inform its decisionmaking processes: “We check whether purchasing is still at the same level and this gives us the information to forecast our market share. And of course, this also affects pricing policy. The retail panel data tells us how much we have sold and the GfK ConsumerScan panel is the only source which can tell us who is buying our products.” » Consumers have become far more rational, knowledgeable and clever. They are much more demanding, even in respect of advertising, for example. They do not want mystification, but honest information.« All useful information, as Ana Gisa confirms, which can be intelligently interpreted and used for much more than forecasting market share. Beyond standard reporting, as a client of GfK Polonia, Unilever is also interested in special surveys, which can be rigorously applied for short-term planning and category management in the case of retail groups. In fact, this is at the heart of the cooperation between Unilever and GfK Polonia. Gisa gives the reason as the fact that the survey results enable Unilever managers to give optimum advice to retail chains, by revealing the segments in which they are weaker than their competitors and the product groups in which their customers are going to other outlets. However, the survey results also help Unilever by identifying important consumer facts, such as preferred pack size. Sensing what the consumer is thinking For Ana Gisa, of all the marketing activities a company may engage in, category management has a key function. Her interpretation of this is to identify the way in which products should be displayed and organized in a retail store in order to be consumer-friendly and to help consumers make satisfactory buying decisions. She is convinced that in Poland, the large supermarkets are still extremely consumer-unfriendly. For example, anyone wishing to buy salt has to embark on a hugely convoluted journey of discovery to find it, simply because it is in a totally illogical place from the consumer’s point of view, i.e. with the spices. Consumers do not regard salt as a spice. Gisa believes category management can identify what the consumer is thinking when he or she is shopping and this information can be used to develop the right presentation for every category of goods. Unilever A leading provider of FMCG brands and products worldwide Established in 1930 following the merger of British Lever Brothers and Dutch Margarine Unie Mission statement “Our purpose in Unilever is to meet the everyday needs of people everywhere – to anticipate the aspirations of our consumers and customers and to respond creatively and competitively with branded products and services which raise the quality of life.” Reach and image Every day, consumers around the world buy 150 million Unilever products. According to a Financial Times survey carried out in 2003, Unilever is the most respected company in the food and beverage sector. Divisions and key brands Best Foods with the brands Becel, Bertolli, Liptons, Hellmann’s, Knorr and Magnum ice cream Home and Personal Care with the brands Axe, Dove, Lux, Ponds, Brilhante, Skip and Omo. Consumer Tracking GfK Polonia not only delivers raw survey data, but also complete analyses. Gisa adds: “GfK employees have much better specialist knowledge in these matters and are able to generate value added, for example, by contacting Nuremberg and consulting their colleagues, so that they achieve results of much greater breadth and depth than we had originally assumed. They have ideas and their international focus means that they can bring in helpful standard technologies and processes.” GfK Polonia The No. 3 Polish market research institute; offers services in all GfK divisions Established in 1990 as the first non-Polish private research institute in Poland Key clients: in addition to Unilever, Henkel, Kraft Foods, L’Oréal, Nestlé, Procter&Gamble, Reckitt Benckiser, Renault Key markets: automotive, financial services, FMCG, healthcare/pharmaceuticals, retail, IT, media, telecoms and transport GfK SPECIAL Market research for on-target marketing Unilever’s market researcher would like an even closer working relationship between the market research institute and the client. Because markets are growing hardly at all in Poland, even shrinking in terms of value in many cases, only highly professional market research can help the marketing effort to achieve Unilever’s ambitious growth target. » Because markets are growing hardly at all in Poland, only highly professional market research can help the marketing effort to achieve ambitious growth targets.« Ana Gisa’s contribution to the recipe for success is getting to know the consumer and what he or she wants better than anyone else. She sees her remit of analyzing social processes as verging on consumer psychology. “Analyzing the social developments which impact on consumers provides us with a broad overview of all the possible consumer phenomena which might be encountered today.” 27 100 employees, 700 interviewers; own telephone and test studios. Angieszka Sora, Managing Director of GfK Polonia, is pleased to hear this praise, but also knows that there is a very special reason for the fortuitous cooperation with Unilever: “Ana Gisa is always open to new ideas. For instance, when we offered her consumer analysis along the lines of the German model, which we had carried out on our own initiative, she showed immediate interest. She encouraged us to do the same in Poland.“ This is why Unilever managers went out to the people as part of the company’s strategic “Path to Growth” campaign, in order to use the opportunity of daily dealings to learn all about their joys and sorrows in the private sphere. According to Ana Gisa: “Those who took part learned a great deal and came back as changed people.” In urban centres like Warsaw and Krakow, Polish history and modern consumerism happily co-exist. 28 Finding the answer to the second question How the Dixons Group, the largest consumer electronics retailer in the UK, uses market research to meet consumer expectations and requirements and stay ahead of the competition. Non-Food Tracking GfK SPECIAL 29 GfK Marketing Services UK: retail research for Dixons Finding the answer to the second question For years, the retail sector was run by entrepreneurs who made decisions on the basis of hunches, and it was relatively easy to enter the market and be successful. But today, in the face of competitive pressure, virtually interchangeable products, price wars and increasingly well-informed consumers, retail managers have to use highly professional marketing based on comprehensive market research data. One striking example is the cooperation between British retail group Dixons and GfK Marketing Services UK. 30 John Clare knows how to make a virtue out of necessity. At a time when retailers are all selling the same brands and the same products at more or less the same prices, he needs to be guided by a very specific business philosophy. And as Chief Executive of Dixons, the British retail group specializing in consumer electronics, photographic equipment, telecoms, computers and software, his philosophy is give the customer what they want. » The different positioning of our store chains reflects the complex ways in which people view the apparently simple concept of customer service.« John Clare John Clare is CEO of the largest specialist retail group in the UK, which has ten brand names in eleven European countries with 1,280 sales outlets comprising a total sales area of approx. 1 million m2. He describes it in simple management terms: “We want to offer our customers unsurpassed benefits in terms of the breadth and quality of our product ranges, competitive prices and high standards of service.” This is based on comprehensive expertise gained from market research data, and an awareness that the word “service” means different things to different customers. “If you’re going to create differences between yourself and the rest of the market, you can’t just focus on price,” Clare says. “You also have to look closely at other aspects of customer expectations, and that means you have to start creating customer segmentation.” Clare’s philosphy: current market and consumer information is a must in day-to-day business, operational planning and for long-term strategy. Different service for different customers The electronics market in particular consists of an incredible range of competing products and systems, aimed at customers with widely varying levels of knowledge and information needs. Dixons therefore operates carefully differentiated store chains in eleven European countries, including four in the UK alone, employing some 33,550 people in 1,280 stores and generating sales of Non-Food Tracking GfK SPECIAL Three of the specialist retail chains in the Dixons Group, all market leaders in the UK and Ireland around EUR 7.4 billion. All follow the same basic precept that different customers want different levels of service. Currys, for example, has become Britain’s largest retailer to specialize in TVs, hi-fi, cookers, refrigerators, washing machines, PCs and telecoms. “Currys sells consumer electronics to customers who need a great deal of validation for the purchases they make,” says CEO John Clare. “They need support, and they want reliable products and after-sales service where someone installs the appliance for them and explains in detail how it works. And they also want to be sure that someone will come and help them if anything goes wrong. Currys’ unique selling proposition is that it does this.” 31 Ian McCann Ian McCann is Managing Director of GfK Marketing Services UK. The Dixons Group is one of the largest retail companies in the UK and it was on their initiative that the GfK company was established in the UK. GfK and the retail giant exchange The Dixons chain offers a similar range of hightech products – but to a very different kind of customer. Clare says it sells technology to people with an almost professional interest in matters technical. They don’t care where they buy the product, as long as the sales staff can tell them exactly how the technology works, what it does and whether it is compatible with the products they have already bought. the latest retail information on a daily basis. Question one is always “How much is it?” Customers of PC World, the Dixons Group’s third chain of stores, are true technophiles. “These people have even more specialist knowledge than Dixons customers. They’re real enthusiasts, and fifty per cent of them come from small businesses. Dixons in Oxford Street, London, the top address for consumer electronics, digital photographic equipment and IT Oxford Street in London, a shopping street which records some of the highest retail sales in the world. Five Dixons Group outlets can be found here. 32 So PC World targets the business-to-business and very highly informed business-to-consumer markets.” Clare thinks this is his company’s big advantage compared to key rivals, who sell by mail order, the Internet and direct distribution. “With us, the customer can talk to an expert face-to-face, and then take the items straight home with them.” The Link is Dixons’ fourth UK store brand, specializing in mobile phones and communications products and established in 1994. It provides after-sales service and offers a wide choice of products, whereas other British mobile phone operators are often limited to a single service provider. Dixons’ more broadly targeted concept seeks to get away from this, and it is working: The Link is one of Britain’s fastest-growing mobile phone providers. Clare is therefore under no illusions about the main reason why consumers decide to buy from a particular store. “The answer is always where you can get the item cheapest.” Once they’ve compared prices and realized that the product costs almost the same wherever they go, they then ask what they regard as the second most important The Dixons Group Leading retailer of consumer electronics and associated services in Europe, present in 11 countries Established in 1937 by Charles Kalms as a photographic business Mission statement “Through all our brands we aim to provide unrivalled value to our customers by the range and quality of our products, our competitive prices and our high standards of service.” » Only when customers have compared prices and realized that the product costs almost the same wherever they go, do they ask what they regard as the second most important question.« Specialist retail chains in the Dixons Group Market leaders in the UK and Ireland Dixons: consumer electronics, Currys: household appliances, PC World: computers and peripherals Dixons’ specialist stores “All the stores in our Group, and most of our competitors, sell the same products and brands,” says Clare. This means that whether they sell Sony televisions, Compaq computers, JVC hi-fi systems or Siemens washing machines, or comparable products made by other manufacturers, retailers have no opportunity to carve out a niche for themselves. But consumers regard these as expensive purchases, similar to a car, a house or a holiday. PC World Business: PC wholesalers, The Link: electronic communications products and accessories, Mastercare: distribution and after-sales Outside the UK Elkjöp in Scandinavia, PC City in France, Spain & Italy, Electro World in Hungary, Uni Euro in Italy and Kotsovoloa in Greece and Czech Republic More than 35,000 employees in 1,280 sales outlets with almost 1 million m2 sales area Non-Food Tracking GfK SPECIAL Brief overview: Non-Food Tracking Innovative services for the markets of the future Key services Information services regarding marketing, sales and logistics in retail and industry for companies operating in consumer technology markets. In addition to market-related information services, our offering includes ENCODEX, the software and item catalogue, which is a B2B e-commerce platform. Clients have direct access to databases and receive regular standardized analyses which are used to track and manage short, medium and long-term planning on product and pricing policies, advertising, distribution, sales and logistics. • Continuation of rollout in Europe of ENCODEX services designed for the B2B e-commerce segment. Encodex currently has a catalogue of around 100,000 products in 100 consumer durables categories, enabling trade and industry to conduct transactions online. Clients new to the system in 2002 include Groupe Référence, which has more than 550 stores in France, Ring Photo, which has over 2,600 stores in Germany, Euronics, which has more than 600 stores in Spain and 700 in Italy and Dixons. The clients Positioning Manufacturers in the consumer technology sector such as multinationals, SMEs and large companies operating at regional and national level, as well as retailers. Our top clients include Carrefour, Hewlett Packard, Matsushita, Metro, Samsung and Sony. The Non-Food Tracking division is the market leader for services relating to unit sales data on consumer technologies in Europe, Asia and the Pacific as well as in the Middle East and, in conjunction with the US company NPD, in the USA. The advantage for clients Our offering Regular reports based on continuous surveys and analyses of sales development and product-related characteristics for consumer durables at the point of sale. In addition, we offer special analyses, in particular of new products and new markets. GfK works with all the major retailers in 44 countries worldwide and the information is generally supplied in electronic form. All the market-relevant product and technical features of the various models and items are categorized and collated with the sales-related information on the S*T*A*R*T*R*A*C*K database. We track consumer technology markets such as consumer electronics, IT (hardware and software), telecommunications, household appliances, photographic, optical and lighting, DIY and building materials, healthcare and medical devices, toys, sports and leather goods. question. “This question will be quite different for different people,” Clare explains. “The different positioning of our store chains reflects the complex ways in which people view the apparently simple concept of customer service.” Highlights in 2002 • Acquisition of majority stake in Institut Français de Recherche (IFR). Founded in 1974, the French company collects data on retail prices and supply structures for products in the field of consumer electronics and IT in fourteen different countries in Europe In the world of the consumer, price is a top priority, but there are others ... 33 Data also needs to be understood The key success factors for today’s retailers are charging the right price at the right time, and providing each customer with the optimum level of service. Both of these require a precise and up-to-date knowledge of the market, and of often fast-changing consumer attitudes and habits. Retailers in particular have to contend with a seemingly endless stream of figures as they deal with more customers, employ more people, make more sales and sell more products. “But you can have lots of data at your fingertips and still not understand what it means,” Clare says. “And that’s why we’re working with GfK.” » Dixons managers need to know on a daily basis whether their rivals are changing their prices, and if so by how much, so that they can decide how the Dixons chains should respond.« 34 Retailers already know that price is a crucial factor. For Dixons, the second question is key. Ian McCann, Managing Director of GfK Marketing Services UK, recalls that his company began cooperating with Dixons in the 1970s on household and consumer panel data. They faced many difficulties, because in those days few British retailers understood the value of professional market research or wanted to take part in panels. “Eventually, because of their strength in the market, Dixons and a few other large retailers got their way. We started the electronic appliances retail panel in the early eighties, and over the years we’ve expanded the number of markets we monitor. Our surveys for the Dixons Group now cover the majority of their sales.” Dixons managers use daily and weekly market research data at every level of the business, to provide the Group and its managers with the up-to-date input they require. For example, Clare needs to know on a daily basis whether his rivals are changing their prices, and if so by how much, so that he can decide how the different Dixons chains should respond. “As soon as our competitors change their prices, we have to change ours as well – and this usually happens within the hour.” Continuous market research In turn, competitors respond to Dixons’ price changes, which have implications for sales of the products and brands concerned. GfK provides Dixons with weekly and monthly retail data and consumer survey results as the basis for decisionmaking. “I need the very latest information available if I’m to take decisions like whether I can afford to increase the price of a product in one chain, and whether I can also do so in another. Which groups of customers are likely to react in what ways? And what’s the best action to take? I might decide to revise the price at Currys but not Dixons, or at Dixons but not at PC World. “This is a very hectic business when it comes to pricing policy, especially between about 7.00 and 8.30 each morning when we find out our competitors’ prices.” Market research data is used to support not only short-term decision making, but also long-term strategy. For example, Clare has to make important decisions about which products to sell and where to sell them; these determine what is sold, and in what quantities, for a whole year. “I need all the available market data if I’m to make forecasts and say how the market is developing.” Clare combines the results of market research with information he receives from suppliers: what new products they are planning to bring out, and what forms of technology they will be using. The aim is to decide what the different product ranges should look like if the various Dixons chains are to consolidate and expand their position in the market. Non-Food Tracking GfK SPECIAL The customer is king! Establishing what customers want is the domain of market research – and this is where GfK reigns supreme. But that’s not all Clare uses market research for. He also has to make capital-intensive business decisions concerning the individual chains’ medium-term and long-term development. To do this, he mainly needs information about consumers and the market share of brand manufacturers, broken down by retailer and by catchment area. And finally, he needs to know all about the other European countries into which Dixons has already expanded – Czech Republic, Denmark, Finland, France, Greece, Hungary, Iceland, Ireland, Italy, Norway, Spain, Sweden – and those where the Group could set up other chains in the future. “GfK data helps us at every level: daily and monthly activities, annual budgeting and long-term strategy,” stresses Clare. GfK Marketing Services UK, Surrey, UK Operating in the Non-Food Tracking division, GfK Marketing The formula for success: a bit of luck, and a lot of planning This has not always been the case; like many other leading retailers, Dixons used to be run by big-name entrepreneurs who operated on instinct. In the words of the founder’s son Stanley Kalms, the company initially worked on the basis of “fortune smiling on opportunity”. But Clare, who joined Dixons in 1986 and has been Group Chief Executive since 1994, says there is another element at work. “I think that luck and chance are still important factors in Dixons’ success – luck always has a role to play. And creativity, adaptability and agility as well. But there’s also a need for very careful planning – and producing market data is a part of that.” » GfK data helps Dixons at every level: daily and monthly activities, annual budgeting and long-term strategy.« Services UK is a leading provider of retail information services relating to consumer electronics markets in the UK. Established in 1984 on the basis of co-operation with the Dixons Group and other British retailers. Key clients include: Black & Decker, Electricity Association, Electrolux, ICI Paints, JVC, Kodak, Merloni , Panasonic, Sharp, Sony Key markets: consumer electronics, DIY, furniture and home furnishings, gardening, information technology, office supplies, photographic and optical, utilities, household appliances, telecommunications 179 employees Recording of retail data in cooperation with retail partners Last but not least, Clare’s decisions are based on information about consumers. As the competition becomes fiercer and products are sold in more and more different ways, so it becomes increasingly important to provide the right answer to the consumer’s second question – the one they ask after finding out how much the product costs. 35 36 The listening watch How the electronic measuring device, Radiocontrol, has been showing radio stations, advertisers and media professionals in Switzerland where, when, why and how people today are listening to the good old radio Media GfK SPECIAL 37 IHA-GfK, Switzerland: radio audience research for Swiss public service broadcasters SRG SSR idée suisse The listening watch The system developed by GfK companies, Telecontrol and Liechti, under the name Radiocontrol and introduced by IHA-GfK to measure radio programme consumption by means of a specially equipped wristwatch has actually been used for the first time in Switzerland. The technology cuts out hitherto unavoidable error sources to provide up-to-the-minute results faster than any previous radio research has been able to offer. Peter Brun, Head of Programming at the oldest – and today, the largest – 38 private radio station in Switzerland, interviewing a politician For one week twice a year, a total of 22,000 Swiss citizens aged 15+ have been given the opportunity of revelling in unique state-of-the-art status. They are the only ones to wear a wristwatch which, in addition to telling them the time can provide a conscientious and representative record of when they are listening to the radio and if so, to which station. Swiss GfK company, IHA-GfK, is carrying out the research on behalf of public service broadcasters, Schweizerische Rundfunkund Fernsehgesellschaft SRG, and SRG company, Publica Data, which sells radio audience data to 48 private radio service providers, telling them all they need to know on listening habits in Switzerland. The reason for this is that: 1. Broadcasters are seeking to draw conclusions from the data for the purposes of programme optimization and ongoing development. 2. Advertisers and their agencies can use these radio coverage statistics to resolve the question of what would be an appropriate cost for a radio spot. The watch not only represents the pinnacle of the watchmaker’s art, but is also a masterpiece of complex electronic data processing technology, to which GfK has contributed both ideas and software. A sensitive microphone is automatically activated for four seconds in every minute to record all ambient noise which is then transformed into digital data consisting of character sequences compressed 120 times. As Rolf Müller, Managing Director of Publica Data, explains: “It makes subsequent reconstruction of the original sounds impossible.” This is a fact which Radiocontrol manufacturers, Telecontrol and Liechti, have also had confirmed by the Swiss Department of Measuring Technology and the Federal Data Protection Office, and indeed, the watch does comply with all the conditions of the Data Protection Act. Media GfK SPECIAL Radiocontrol, the listening watch, records all radio and TV sounds in the wearer’s environment on a minute-by-minute basis. Tonal sequence comparison The watch has a memory of one megabyte to store seven days’ data and an integral “wearer check” verifies whether the watch is really being worn and has not just been left lying about somewhere. After a week’s operation, the participants return their watches to IHA-GfK, where the data is analyzed with the help of an audio comparative method. IHA-GfK personnel compare the tonal sequences registered by the watch with the tonal sequences which they have recorded from the individual radio stations at the same times and immediately, this identifies which stations the participant in question was listening to during defined units of time. Every week, the watches are worn by a different group. Each participant may only take part in the survey twice a year for one week, with a gap of 26 weeks and over a maximum period of five years. Over a period of one year, the researchers analyze the data from watches worn by around 22,000, of whom 20 per cent are always first-time participants. Knut Hackbarth, Head of Media Research at IHAGfK in Switzerland, describes the organizational process: “Participants are notified by telephone that they are on duty and the watch is sent to them by post. We also ring everyone to check that the watch has arrived and that there are no problems. In addition, we monitor that all participants send their watches back on time.” » The survey method used to date relies on listener recall, which is fraught with uncertainties when it comes to radio research.« Hackbarth adds: “All of them are obliged to wear the watch on their wrist as much as possible and only to take it off when absolutely necessary and even then, to leave it somewhere where it is likely to pick up a radio playing. Like in the bathroom or in the kitchen.” Error sources in conventional interviews Rolf Müller As the Head of Publica Data AG, which is a subsidiary of Swiss public service broadcasters SRG SSR idée suisse, he has overall responsibility for the Radiocontrol project. He regularly supplies radio ratings information on stations and programmes to 48 private Swiss broadcasters. By the end of 2000, the Radiocontrol system had replaced the method previously used by Swiss market researchers: face-to-face interviews. Hackbarth explains: “We used to conduct 18,200 interviews per annum in Switzerland, proportionally split over the three regional languages: French, German and Italian. The interview would begin with simple introductory questions on the subject of radio, such as how often the interviewee listened to the radio in one week or which stations were usually listened to and this we termed the general listening public.” 39 People listen to the radio everywhere. And Radiocontrol listens everywhere too. 40 During the course of the interview, those surveyed would give details on what they actually listened to on the radio between five a.m. and midnight the day before. Interviewers would ask exactly what the interviewee had done in time units of 15 minutes each: sleeping, eating, working, driving, at home, out for a walk, shopping, at leisure. And the interviewee was also asked if he or she had listened to the radio at the same time and if so, to which stations. As Hackbarth says: “Exactly as radio research is still conducted in Germany today”, at the same time injecting a doubt that: “With this form of survey, we are counting on the interviewees’ powers of memory and this is fraught with uncertainties, particularly in the case of listening audience research.” » Radiocontrol has no problem with the growing number of radio stations, nor with the question of what stations are really listened to and for how long.« According to radio research experts, the danger lies precisely here, in the fact that recall of the duration, as well as the radio stations listened to, can be suspect. Problems also arise in the identification of stations which have not been specifically chosen by interviewees themselves. For instance, over lunch, children may be listening to the radio station selected by their parents, whilst in offices, people may be hearing news or music on radio stations which people other than the interviewee are responsible for choosing. In restaurants, taxis or stores, too, radio stations chosen by other people may be playing. In such cases, the interviewees generally have no idea as to which radio station they have been listening to, or for how long. Hackbarth goes on: “Unlike TV, which usually has a fixed location in a household, a radio is extremely portable and can be used in the most varied locations, often as a source of background noise. This makes it difficult for anybody to remember exact details. Erroneous estimates and confusion in the light of the interchangeability of some programme formats may well occur.” Closer to the truth: Radiocontrol data In fact, inaccuracies may have fatal consequences, because results obtained by these methods influence two key statistics, which are decisive for the existence of a station and for the advertisers’ media planning: 1. coverage and 2. listening duration. And it is here that Hackbarth and his client, Rolf Müller, recognize exactly what the Radiocontrol system can provide: by comparison with the previous survey method, Radiocontrol data reveals a clear increase in the number of stations used and a definite drop in the results for listening times for particular stations. Müller says: “The improvement Knut Hackbarth Head of Media Research at IHA-GfK in Switzerland, manages the Radiocontrol project. It is the first large-scale study in the world to record radio ratings electronically. Media here is very real and this more than justifies the increased cost, which is almost twice as high. The improvement also means that the data can be made available so much more quickly than before.” The advantages are obvious: 1. For Radiocontrol, the growing number of stations (some 4.6 million Swiss in the 18 Germanspeaking cantons can currently choose between five German language SRG stations and 48 private radio stations, although in high density population areas, several more private stations are competing against SRG for audiences) poses no more of a problem than the question of which stations were really listened to and for how long. SRG SSR idée suisse and Publica Data AG, Berne and Zürich, Switzerland SRG SSR idée suisse is a public sector company and the leading provider of electronic media in all four language GfK SPECIAL service station, SRG (Schweizerische Radio- und Fernsehgesellschaft), which is financed by licence fees, carries no advertising apart from sponsored programmes on its radio stations, in terms of programmes, it is a powerful opponent for the advertising-financed private stations. In order to survive on advertising revenue, they have to offer attractive programming for the target groups whom the advertisers are trying to reach. » Advertisers and their ad agencies use the ratings figures to estimate the reasonable costs of radio advertising.« And because at 3.4 per cent or 120 million Swiss francs, only a comparatively low proportion of ad-spend goes into radio advertising in Switzerland, convincing audience figures are required to secure a share of the advertising cake. By way of comparison, in Germany, the share of the media market attributable to radio is three per cent, or 678 million Euros per annum. 41 regions in Switzerland. Established in 1931, SRG has been trading under the name SRG SSR idée suisse since 1999. The media offering: seven TV and eighteen radio stations. The national, multi-media and multi-lingual offering covers content ranging from news, reports, political, cultural and social background reports right through to entertainment, including film, sitcoms, radio plays, shows, talkshows and music. Publica Data AG: SRG SSR subsidiary founded in 1993. Its remit is to sell SRG SSR media and audience research – primarily information from continuous TV and radio ratings research. Its clients include private media companies, advertisers as well as media and advertising agencies. The Radiocontrol survey is a Publica Data project. 2. Reliance on the power of human recall no longer applies. The audiometer measures every minute, irrespective of what the participant happens to be doing at the time. Data is recorded to the minute, with nothing lost. The oldest electronic The battle for ad-spend mass communication 4. Times during which, for example, a vacuum cleaner is being used or other noises drown out radio music, or the times when participants turn the sound down because they are on the telephone, are deducted from the listening time recorded. Accordingly, the stations are fighting hard for each franc spent on advertising, especially as Switzerland is not immune to the problems of the global economy and the fact that media buyers are asking for very precise justification of the cost of advertising. Which accounts for the 48 private stations investing in Publica Data analyses of Radiocontrol data. SRG is perpetuating a tradition sustained over many years by processing the raw data supplied itself. Given the difficult market conditions, Müller believes that this is a good thing. While the public However, the results supplied by the wristwatches are just as important for programme planners and 3. Erroneous estimates of listening behaviour are avoided. medium, the radio, is always present: at home, in the car, at work or in shopping centres. Satellite park on the roof of CABLECOM, which runs the biggest cable network in Switzerland. programming as for media planning. Those responsible can read off the success or failure of their programme formats and of individual programmes, of whether listeners are staying with a particular programme or switching over to other networks during it, or for good, from the statistics obtained and they can draw their own conclusions. 42 Publica Data boss Müller gives an example of the effect Radiocontrol results may have on programming. » Radio broadcasters aim to use Radiocontrol data to draw conclusions about how to optimize and further develop their programmes.« Zurich-based major local broadcaster, Radio 24, can rely on the fact that in all its formats, it is consistently ahead of the competition for coverage and listening duration, except in the case of one programme, which is broadcast late on Friday evenings. “It was actually a fantastic programme called ‘Ministry of Sound’, which is young, trendy, features techno, has an English DJ, is produced in London and marketed globally – a real recipe for success,” reports Müller. Nevertheless: Radiocontrol recorded figures which caused dissatisfaction among those responsible at Radio 24. These sort of helpful decisions are made possible by the commitment of those people prepared to wear the Radiocontrol watches, initially for a week and then again for as long as the survey procedure prescribes. For their part, they find fun in the actual taking part, because a nice watch alone, which they receive as a gift for participating, is not the incentive in the long term. In fact, 86 per cent of participants record their willingness to continue – six per cent more than is necessary. The very positive reception with which the Radiocontrol system has met in Switzerland and the successful pilot studies carried out in France, Germany and the UK, not to mention an initial three-year contract with The Wireless Group and a pilot project with Rajar, the association of British radio stations which measures radio reach, are all signs that the radio research landscape will change worldwide in the coming years. Also in the Asia-Pacific region, where ACNielsen Media International has been granted the licence by GfK to use the technology in 16 countries, the first large-scale trials are starting. Soon, people in all the major countries of the world will be proud to belong to an élite distinguishable by a wristwatch nobody else is entitled to wear. IHA GfK AG, Hergiswil, Switzerland Radio 24 learns from Radiocontrol statistics But instead of moaning, they looked at the results and acknowledged that perhaps not everybody in the large group of young people was as impressed by the constant stream of English in the programme as had originally been thought. The result was that Radio 24 producers developed a new programme with a similar format, only not quite as trendy and with lots of event news broadcast directly from Zurich and surroundings, and less about the London scene or elsewhere in the world. A DJ was brought in to chat along in Zurich dialect – and the programme climbed from a weak market share of 5 per cent to 11 and then up to 19 per cent. The leading provider of market research services in Switzerland, commissioned to carry out continuous TV and radio reach research for many years, active in all GfK business divisions. Established in 1959, part of the GfK Group since 1998 Key clients: in addition to SRG SSR idée suisse and Publica Data, its client base includes Agro-Marketing Suisse AMS, Bundesamt für Statistik, Coop Schweiz, Crédit Suisse, Die Schweizerische Post, Feldschlösschen Getränke, Henkel, Lever Fabergé AG and Migros. Key markets: energy, financial services, FMCG, durables, healthcare and pharmaceuticals, logistics, media, public service, telecommunications 280 employees, over 500 interviewers and own telephone and test studios. Media GfK SPECIAL Brief overview: Media Pioneering information services on media reach and impact Key services The clients Information services on media consumer behaviour and attitudes. Services include quantitative analyses of viewer, reader and listener reach and qualitative surveys on acceptance, preference and recall of media content. For one part, these comprise TV and radio stations and their existing clients in several countries, as well as media companies in the print and Internet sectors and on the other, the advertising industry and media agencies. Major clients include AGF (Television Research Partnership) in Germany, ORF (Austrian radio and TV) in Austria and SRG SSR (Swiss radio and TV) in Switzerland, along with many individual publishers. Our offering In addition to the classic media like print, radio, TV and outdoor advertising, GfK also surveys the new media which have become established thanks to the Internet, global networking and digitization. Service details • Continuous electronic information gathering on TV ratings in seven European countries • Regular periodic surveying of the print, radio, TV, outdoor advertising and Internet sectors in 20 countries throughout Europe • Ad hoc surveying of attitudes, acceptance and preferences relating to media and media content • Continuous electronic radio research using Radiocontrol technology • Hard and software for use in media research for measuring, data processing and analysis, including Telecontrol TV metering equipment and Radiocontrol for electronic measurement of radio reach, in addition to pc#tv TV consumption analysis software The advantage for clients Media reach is the currency for TV and radio programmes, as well as for newspapers and magazines. Media companies use it as the basis for price structures for online and printed media and advertising and other agencies use it as the basis for their media planning. In addition to this, information obtained from media research is used to help shape programmes and media content. Highlights in 2002 • Acquisition of contract to establish a TV panel comprising 1,500 households in the Ukraine. The contract runs over four years and includes equipping the TV panel with TV meters developed by GfK subsidiary Telecontrol in Switzerland. • Extension of current contract with AGF (Television Research Partnership) to the end of 2004 for measuring TV ratings in Germany, as a result of which extension, seven per cent of the 5,640 households which make up the AGF/GfK TV panel will also have the digitally broadcast programmes they watch recorded, in addition to those broadcast analogously. • Radiocontrol trials in radio listening research in France and Germany • Pilot project with Rajar, the association of British radio stations which measures radio reach • Three-year contract with The Wireless Group, under the terms of which GfK will measure radio reach throughout the UK using Radiocontrol technology from 2003. • Licence agreement with media research institute, ACNielsen Media International, regarding the use of Radiocontrol technology in 16 countries in Asia and the Pacific Positioning Global leader in innovative electronic metering technology in quantitative TV and radio reach research European market leader in quantitative TV research Number one in overall media research in Austria, Germany, the Netherlands and Switzerland 43 44 Providing moments of refreshment to people – everywhere at any time What the world’s biggest soft-drinks manufacturer and owner of the most valuable brand does to keep ahead of the competition in terms of product quality, logistics, distribution and local marketing in the USA. Ad Hoc Research GfK SPECIAL 45 GfK Custom Research Inc., USA: research for Coca-Cola Providing moments of refreshment to people – everywhere at any time “Coca-Cola” may be the world’s most widely understood word after “OK”, but Coke and its allied brands, such as diet Coke/Coca-Cola light, Sprite, and Fanta still have to fight for market share on a daily basis. CLASS (Customer Loyalty And Satisfaction Study), a customer satisfaction survey conducted in the USA for over ten years by GfK Custom Research Inc. of Minneapolis, has made a major contribution to this process. The project derives directly from the company’s philosophy which, despite Coca-Cola being the world’s number one brand, still works on the core principle that The Coca-Cola Company exists to benefit and refresh everyone it touches. 46 Coca-Cola is the world’s most recognizable brand, and with good reason. Every day, one billion of its products refresh thirsty people from Tokyo to San Francisco, from Cape Columbia to Cape Horn, and from Longyearbyen to Simonstown – in close to 200 countries around the globe. The Coca-Cola Company’s wide-ranging brand portfolio has an 18 % share of the global soft drinks market. Its largest Division is North America, which generates 32 % of revenue, followed by Asia (26 %), Europe, Eurasia and the Middle East (23 %), Latin America (11 %) and Africa (6 %). The Coca-Cola brand was created in the United States in 1886, while diet Coke/Coca-Cola light was launched almost a The Coca-Cola Company distributes 300 soft drinks in over 200 countries, with communication, marketing and promotional activities securing a global presence. hundred years later. But the company and its 56,000 employees have established a host of other successful brands around the world. One is Fanta, invented in Germany in 1940, which now comes in eight flavours and is sold in 170 countries. Others include Sprite, Cherry Coke, Vanilla Coke, Mezzo Mix (a refreshing mix of cola and fruit flavours), Lift Apple, Bonaqa still and carbonated table water, Dasani purified water, the energy drink Burn, the fitness drink Powerade, the Cappy juice and nectar range, Kinley bitter drinks for adults, Nestea iced tea and the fitness drink Aquarias. In short, Coca-Cola has something to quench the thirst of every consumer around the world. Ad Hoc Research Putting the brand philosophy into practice But turning products into real brands requires a carefully thought-out philosophy. There are two things that The Coca-Cola Company regards as fundamental to its success: 1. Connecting with consumers by creating brands they love. 2. Finding new and appealing ways to deliver these brands to thirsty people everywhere. GfK SPECIAL 3. Grow system profitability and capability together with their bottling partners. 4. Serve customers with creativity and consistency to generate growth across all channels. 5. Direct investments to highest potential areas across markets. 6. Drive efficiency and cost-effectiveness everywhere. Objectives 3 and 4, in particular, show that Coca-Cola and its bottling partners rely on carefully planned market research projects to help them make strategically sound decisions and provide marketing support. The company uses GfK Custom Research Inc. in Minneapolis to carry out a number of these research projects, and its very dynamic distribution system makes the annual CLASS survey particularly important. Each local market needs its own strategy Bob Foley Manager of the Local Marketing Partner Program at The Coca-Cola Company in Atlanta, responsible for the CLASS project (Customer Loyalty and Satisfaction Study). This customer satisfaction survey conducted regularly in Many leading international players proclaim their allegiance to the principle of “Think global, act local”. Coca-Cola used to be no exception, but since then its view has changed. Realizing the importance of local relevance to any market and community, Coca-Cola believes that thinking smart the USA for ten years by GfK Custom Research Inc. of Minneapolis, provides local marketing support to the bottlers of Coca-Cola products. » Much of our success depends on the quality and success of our bottling partners, all of whom control their local market.« But it also takes more than a consistent philosophy to create successful, profitable brands. Staff in Atlanta, and at the company’s subsidiaries across the globe, have a precisely formulated set of objectives which they pursue on a daily basis: and acting smart provides the flexibility to approach each opportunity in the appropriate manner. Sometimes thinking globally is called for and other times thinking locally is the right approach. 1. Accelerate carbonated soft drink growth, led by Coca-Cola. It all leads back to the philosophy that The Coca-Cola Company exists to benefit and refresh everyone it touches. 2. Selectively broaden their family of beverage brands to drive profitable growth. Bob Foley, Manager of the Local Marketing Partner Program and the person at Coca-Cola responsible for the CLASS project, explains the change in his company’s attitude. “Much of our success 47 The Coca-Cola Company and across the United States use CLASS to assess customer satisfaction in an effort to assist bottling partners to monitor their customers’ needs in the local market. produces syrups and concentrates. Originally, these were mixed up on site in bars “We provide bottlers with detailed information within their particular markets, keying on the level of satisfaction their customers have with the services the bottler provides,” Foley says. For example, in the foodservice industry, which sells Coca-Cola fountain drinks as well as brands in cold bottles and cans, CLASS tells a bottler how well they are meeting the service needs of these customers. “That way, bottlers can approach the market in a targeted manner and practice good customer relationship management.” and restaurants. Customer satisfaction surveys guide local business Recent product innovations from the biggest soft drink manu- 48 facturer worldwide include Frozen Cappuccino and Frozen Vanilla Coke. depends on the quality and success of our bottling partners, all of whom control their local market. Our bottlers and their customers offer our brands to a hugely diverse consumer base, from the world’s biggest cities to its remotest villages. Our bottling partners consistently play a significant and active part in the life of the local community.” » Coca-Cola’s managers in Atlanta and across the United States use CLASS to assess customer satisfaction in an effort to assist bottling partners to monitor their customers’ needs in the local market.« Erik Andersen, Senior Vice President at GfK Custom Research Inc., describes in detail how this works. “Take the biggest bottler in the USA, Coca-Cola Enterprises (CCE). They operate bottling plants everywhere in the USA, and we carry out our CLASS survey and analysis not just in the individual areas, but often broken down into two, three or four local sub-units of a CCE bottler. With some bottling plants we even analyze customer opinions down to the level of individual sales centers, so that we can understand the level of satisfaction customers have with CCE’s service. The best way to maximize business is to understand satisfaction at the closest point of contact with the customer.” “The idea is to be in the market together with Coca-Cola bottlers and our other distributors who implement marketing and customer support programs to meet local customer needs. CLASS is one of the projects that The Coca-Cola Company uses to measure quality among the bottlers and other distribution partners in the huge domestic market of the United States.” The company ships its products in the form of syrups and concentrates to bottling partners, who then manufacture them into the various drinks brands and package and supply them to retailers, restaurants, and other types of customers for sale to consumers. Coca-Cola’s managers in Atlanta Erik Andersen Senior Vice President at GfK Custom Research Inc., and his team have been in charge of the CLASS project since its launch ten years ago. They know the business and the local marketing conditions of the bottlers working for The Coca-Cola Company better than anyone. Ad Hoc Research GfK SPECIAL Brief overview: Ad Hoc Research Increasing market potential in the long term Key services Special markets Information services for developing, positioning and maintaining products and services, aimed at optimizing the mix of marketing policy activities and managing product and corporate brands and customer loyalty. In addition, Ad Hoc Research also offers services for specialized and highly complex modern markets in the business-to-business, financial services, energy, automotive, telecommunications, capital goods, logistics, FMCG and textiles sectors. Our offering A modular system of instruments and tailor-made solutions for every phase in the product and service lifecycle. The system relates mainly to services where data is gathered through surveys and tests. Clients can opt to take up the entire service spectrum, or just individual modules. Key service sectors Market segmentation and evaluation – market positioning – concept and product research – packaging optimization – price optimization – advertising media optimization – test market research and forecasting – brand and campaign management – customer loyalty research. Many of the instruments used have been undergoing continuous development for decades. This has given GfK databases, containing tests which have already been carried out, to serve as benchmarks for new surveys. Today, GfK offers services in 29 countries throughout Europe and the USA, and works with cooperation partners in a further 61 countries worldwide. The advantage for clients Clients use these services as a basis for minimizing the risk relating to short, medium and long term marketing decisions and to increase their success potential in the long term. Surveys carried out extend from initial business or product ideas and pre-launch preparation to subsequent marketing and communication activities. The clients Clients are companies from industry, retail and the service sector, as well as advertising agencies and other service providers in the communications sector. Major clients include Procter&Gamble, Kraft Foods, Coca-Cola, DaimlerChrysler, Bank of America, L’Oréal, Wrigley, BMW and Deutsche Telekom. • Successful launch of an instrument which determines the financial value of brands and of GfK PackChallenger • Implementation of international guidelines to harmonize research processes • Award of the prize for best methodology presentation at the 2002 ESOMAR Conference in Barcelona for “Assessing the financial brand value”. Positioning In terms of business volume, GfK Ad Hoc Research is ranked No. 7 in the world and No. 5 in Europe. GfK Ad Hoc Research is one of the world’s leading suppliers of information services in the image and communication research segments and of customer loyalty programmes. Highlights in 2002 • Acquisition of majority shareholdings in Belgian Significant, German MACON (market leader in geographic and location software) and Portuguese Intercampus, as well as a minority shareholding in Indicator, the No. 3 in ad hoc research in Brazil. • Merger of the three Italian GfK Ad Hoc Research companies to form GfK CBI And Foley resumes: “Each year, based on the results of the CLASS survey, marketing programs are developed that can be implemented by bottlers at the local level. This allows bottlers to provide their customers with new ideas for promoting Coca-Cola products in their outlet. The goal of the Coca-Cola system is to deliver products into the 49 Jason Grubbs is one of the fleet drivers in the USA, who make sure that the source of soft market in a timely, efficient fashion and to provide customers with top-quality marketing support.” drinks never runs dry. Market researchers’ advice is in high demand Wherever you look: 50 Coca-Cola, the number one brand today, was developed and first sold by pharmacist John Pemberton in Atlanta. Each year, GfK Custom Research Inc. carries out thousands of telephone interviews with a wide variety of customers of U.S. bottlers. “The team at GfK Custom Research really understands our business,” continues Foley. “They are real experts in customer satisfaction and loyalty, and in addition to all their outstanding work, they have built a database of CLASS results and associated industry information on customer satisfaction trends and innovations for use by all bottlers and Coca-Cola Company employees. “CLASS is all about understanding how well bottlers are meeting customers’ expectations,” Andersen goes on to say. “It’s also about discovering where the growth opportunities lie for the bottler. And thirdly, it’s about finding out how to develop long-term relationships with customers, which is why the project places so much emphasis on customer loyalty. A large part of our analytical work relates to what Coca-Cola and its bottlers are doing to ensure that customers remain committed to the brand.” The Coca-Cola Company, Atlanta, USA Biggest global soft-drinks manufacturer, provider of four of the five top soft-drink brands in the world: Coca-Cola, diet Coke, Fanta and Sprite » CLASS is all about understanding how well bottlers are meeting customers’ expectations. It’s also about discovering where the growth opportunities lie for the bottler. And thirdly, it’s about finding out how to develop long-term customer loyalty.« Established in 1896 in Atlanta by pharmacist John Pemberton Mission statement “The Coca-Cola Company exists to benefit and refresh everyone it touches. For more than a century we have been fulfilling this promise.” Product range GfK Custom Research speaks the industry’s language. They also provide valuable and independent assistance when we present the results of CLASS to bottlers and are very proactive in making recommendations for process improvement.” As is common in early stages of any customer satisfaction program, the bottling partners were concerned about the CLASS results. They felt it would only reveal their shortcomings and nobody likes to hear bad news. Since then, they have come to understand that satisfied and loyal customers, at whatever level, are the lifeblood of a business and are ambassadors of Coca-Cola with other customers and consumers. In addition to Coca-Cola, the world’s most recognizable brand, which is valued at almost US$ 70 billion, the company produces syrups and concentrates for over 300 soft-drink brands sold in close to 200 countries around the globe. Of the 321 million inhabitants of North America, on average consumers will drink one beverage produced by The Coca-Cola Company a day. The 522 million inhabitants of Latin America drink a Coca-Cola beverage four times a week and in the rest of the world, 1.8 billion people drink half a beverage a week. Ad Hoc Research GfK Custom Research Inc., Minneapolis, USA Provider of information services in ad hoc research, No. 25 of all US market research companies and the first service provider to be presented with the American Malcolm Baldrige Award for Excellent Quality Management in 1996. Established in 1974 by employees in the market research division of Pillsbury Key clients: in addition to The Coca-Cola Company, GfK SPECIAL the bottlers who have achieved the highest customer satisfaction scores. And, at GfK Custom Research Inc.’s suggestion, there is also another award for the bottler achieving the highest improvement in satisfaction over the previous year. The prizes are greatly coveted, Foley reports proudly. “Everyone in the bottling system wants to know who came out on top. The competition for the awards keeps everyone striving to be the best.” Bank of America, General Mills, LaQuinta, MasterCard, Procter&Gamble, Perfetti Van Melle, Pfizer, Tyson Foods, Wendy’s Key markets: automotive, financial services, FMCG, consumer goods, wholesale, hard and software, pharmaceuticals, travel and leisure, telecoms » Some time ago, the CLASS customer satisfaction survey resulted in the creation of a complex partnership-based program to support the local marketing and service activities of Coca-Cola bottling partners in the USA.« 125 employees at three branches in Minneapolis, New York and San Francisco. Foley mentions one instance of how CLASS has led bottlers to rethink the way they do things. “If they learn that customers are saying there’s a distribution problem and products are being delivered late or not at all, they can decide on an approach to correct the problem. “Possible reasons for an issue with distribution might be a shortage of drivers or overloaded routes. A bottler has to compete with other industries for drivers and may decide to implement an incentive program to attract and retain quality drivers. They may also look at restructuring routes to allow all deliveries to be made within the assigned day without missing a stop or working overtime. CLASS tells them that a way to achieve higher customer satisfaction is to ensure that orders arrive on time.” Andersen says the survey results are monitored over time. “The following year, we measure customer satisfaction again and tell the bottler how many points it has increased. And if there’s a significant rise, we make a point of congratulating them.” Foley and Andersen agree that CLASS results often lead to strategic changes in a bottler’s way of servicing the marketplace. “We often find that customer satisfaction has actually shown a marked improvement.” Everyone wants to be the best Big improvements can also pay dividends of their own, because Coca-Cola gives annual awards to Some time ago, the customer satisfaction survey resulted in the creation of a complex partnershipbased program to support the local marketing and service activities of Coca-Cola bottling partners in the USA. Bob Foley summarizes: “CLASS is no longer just our survey. It also belongs to our bottlers, and they want to know what their customers think of their products, services and sales support. It gives us at The Coca-Cola Company a direct way of keeping a finger on the pulse of our customers through the hard work of our bottling partners.” 51 Local school children visiting the World of Coca-Cola in Atlanta G f K S H A R E S – I N V E S T O R R E L AT I O N S A D I F F I C U LT Y E A R F O R S H A R E H O L D E R S The worldwide stock market decline that affected nearly all equities during 2002 also impacted on the GfK share price which, by the year-end, had fallen to EUR 12.81 (–37 per cent). However, the management remains convinced that the current share price does not present an objective reflection of the fundamentals of GfK. On the contrary, the management believes that the GfK share is undervalued, both in relation to the reference indices and to its competitors. 2002 – worldwide stock market decline 52 In 2002, stock markets came under pressure worldwide, with the Dow Jones in the USA down by almost 17 per cent and the Nikkei-225 in Japan by 18 per cent. The European bourses sustained even heavier losses, with the Dow Jones Stoxx 50, the European index, falling by over 35 per cent in comparison with the previous year. In Germany, the Dax and the MDax lost more in percentage terms than at any time since their introduction in 1987. For the third year in a row, the Dax recorded a loss, ending 2002 down 44 per cent on 2,893 points, following its earlier losses of 19.8 per cent in 2001 and 7.5 per cent in 2000. The MDax, on which GfK was listed, fared better, losing 30 per cent in 2002 compared with a fall of 7.5 per cent in 2001 and rising by almost 14 per cent in 2000. The DJ Stoxx Media, which is the sector reference index for the GfK share price, saw a sharper fall than that of the major German indices of 47 per cent in 2002. Share price performance from January 2002 to March 2003 in EUR* 25 20 15 10 5 January 2002 April 2002 * Indexed to the GfK share price July 2002 October 2002 GfK (XET) Dax 30 January 2003 MDax DJ Stoxx Media There were various reasons for the poor performance of equities in 2002, above all a series of accounting scandals which dented investor confidence in accounting practices and the figures published by companies. In addition to concerns about the economic situation, there was increasing fear later in the year about the possible consequences of a war in Iraq. By the autumn, this combination of circumstances had brought the stock markets to rock bottom. GfK shares – Investor Relations THE GfK GOUP At the same time, the fall in the markets opened up new opportunities, with many of the expected economic and political risks already having been factored into share prices. For example, at the current level of the Dax, the price/earnings ratio on the GfK share price performance comparison in % 2002 From IPO to 31 March 2003 GfK AG – 37.2 – 41.1* Dax – 43.9 – 53.9 MDax – 30.1 – 32.0 DJ Stoxx Media – 47.0 – 57.9 *Compared with the Initial Public Offering (IPO) price of EUR 18.50 53 basis of profit forecasts for 2004 stands at 11. By comparison, when the equity markets peaked in March 2000, the P/E ratio based on profit forecasts for 2001 stood at nearly 30, almost three times as high. GfK share price influenced by the market Over the course of the year, the GfK share price fell by 37 per cent from EUR 20.39 at the end of 2001 to EUR 12.81 at the end of 2002. Between the high of EUR 24.30 and the low of EUR 11.50, there was a fluctuation spread of EUR 12.80. Compared with the share price of EUR 18.50 at the time of the IPO, the price at the end of 2002 represents a fall of 31 per cent, or an average annual reduction of 10.7 per cent. Initial shareholders who reinvested their gross dividends, inclusive of corporation tax credit, have seen their investment in GfK shares shrink by an average of 10.1 per cent p. a. Over the same period, an investment in bonds would have returned an average yield of 4.9 per cent p. a. The GfK management is not satisfied with this result. On the contrary, it is convinced that the current share price does not provide an objective reflection of the fundamentals of GfK and that the share is undervalued in relation to the reference indices and to the shares of competitors. GfK shares in the analysts’ spotlight Despite all of the restructuring and downsizing of the research and analysts’ departments of the banks, GfK continues to be rated by thirteen well known institutions. Although some of the smaller research firms ceased tracking GfK shares, some larger institutions have provided ratings of GfK shares for the first time. Indeed, more than half of the banks and brokers which now rate GfK are global players and some of them monitor the shares from abroad. Corporate Governance The German Corporate Governance Code published in 2002 has laid down internationally recognized standards of good, responsible corporate management to complement the legal requirements. GfK welcomes this step and, in accordance with § 161 of the German Stock Corporation Act (AktG), has disclosed the extent to which it complies with the recommendations of the Code. 54 Existing practices largely correspond to the recommendations and suggestions of the German Corporate Governance Code. For example, the Group has already had rules of procedure for the Management Board and the Supervisory Board for a number of years. Since the IPO in 1999, GfK has presented quarterly reports and provided a webcast of its General Meeting and accounts press conference. In the past year, GfK switched its accounting system to the international standards of US GAAP. In order to enable private investors to exercise their voting rights more easily, GfK made a voting representative available to its shareholders last year and this service will be further expanded. In its implementation of the German Corporate Governance Code, GfK will be further extending the range of information available on the Internet. The Management Board and Supervisory Board of GfK AG have resolved to disclose not only deviations from the recommendations contained in the Code but also deviations from its suggestions, even though the latter is not a legal requirement. The declaration of conformity provided for in § 161 of the German Stock Corporation Act was made by the Management Board on 9 December 2002 and by the Supervisory Board on 19 December 2002. The deviations relate to the following: At the Annual General Meeting held on 13 June 2002, the owners of the company resolved by a 98 per cent vote authorized capital including a provision to exclude shareholders’ subscription rights. Strict limits are laid down for this exclusion. The authorization is intended to give the Management Board the necessary flexibility to implement decisions quickly for the benefit of the company and the owners. GfK will give the remuneration, shares and stock options of the members of the Supervisory Board and the members of the Management Board as totals, covering the Management Board and the Supervisory Board separately. The statement, which is contained in the Notes to these accounts, is divided into fixed and variable salaries and the portfolios of stock options and GfK shares. The Management Board and Supervisory Board consider that it is important to reduce the time needed for the publication of the Group annual report and the interim reports. Accordingly, the Management Board has introduced measures to speed up publication. GfK does not see transparency as a burdensome duty but as part and parcel of communication with GfK shareholders and the public. Hence, as far as the company is concerned, the deviations notified represent not an end in themselves but a step towards further improvements. GfK shares – Investor Relations THE GfK GOUP Country of origin of institutional investors in % UK 6.8 Germany 5.4 USA 5.2 France 2.2 Other 1.8 Total 21.4 55 Free float at international level There was no significant change in the GfK shareholder structure during the past year. GfK-Nürnberg e.V. is the largest shareholder with a holding of 64 per cent. Of the 36 per cent free float, 33.7 per cent is held by private and institutional investors. Of this 33.7 per cent, the bulk (21.4 per cent) is in the hands of institutional investors (2001: 20 per cent), while 12.3 per cent is held by private investors (2001: 13.7 per cent). The Management Board and Supervisory Board hold 2.3 per cent. The largest group of institutional investors is from the UK with 6.8 per cent (2001: 7.8 per cent). This is followed by Germany with 5.4 per cent (2001: 4.3 per cent), the USA with 5.2 per cent (2001: 3.8 per cent) and France with 2.2 per cent (2001: 3.2 per cent). Current shareholder structure 12.3 % 2.3 % 64.0 % 21.4 % Dax 100 and MDax ranking in % At the 2002 year-end, GfK ranked 89th in the Dax 100 in terms of volume traded and 87th in terms of market capitalization. In 2002, the average daily trading volume was 13,904 (2001: 14,957). During the year under review, there was a further shift in trading away from the Dax 100 to the Xetra, bringing the volume traded on the Xetra electronic platform to almost 85 per cent (2001: 79 per cent). Following the change in the segmentation of equities on the Deutsche Börse in 2003, GfK shares are now listed on the SDax instead of the MDax. With effect from 24 March 2003, the MDax was reduced from 70 to 50 stocks. In consequence, this index now only includes the 60 largest companies in terms both of market capitalization and volume traded. According to the rankings published by the Deutsche Börse on 31 January 2003, GfK occupied 58th place on the basis of market capitalization and 68th place on the basis of volumes traded. On the SDax, which like the MDax includes 50 stocks, GfK is ranked 7th. As many investors in GfK shares are industry rather than index-oriented, GfK believes that the change will not have any significant adverse impact in the long term. For institutional investors, the main interest in GfK is as one of the leading companies in the field of market research. GfK Nürnberg e.V. 64.0 Institutional investors 21.4 Private investors 12.3 Management Board and Supervisory Board 2.3 GfK shares: key data Unit 20012) 2002 High EUR 35.25 24.30 Low EUR 14.10 11.50 Close EUR 20.39 12.81 Average daily volume traded1) No. 14,957 13,904 Number of no-par shares No. 26,121,998 26,121,998 EUR million 532.6 334.6 88 79 89 87 0.20 Market capitalization as at 31.12. Rank in Dax 100 by sales by market capitalization Dividend 56 EUR 0.17 EUR million 4.4 5.2 Earnings per share EUR 0.24 0.98 Free cash flow3) per share EUR 1.72 1.55 Total dividend 1) GfK shares are officially traded on the Frankfurt stock exchange (Reuters: GFK.DE, Bloomberg: GFK GR, ISIN: DE 0005875306, German securities code: 587530) 2) Pro forma statements 3) Before acquisitions, other investment and asset disposals Dividend increase planned Following a resolution of the GfK Supervisory Board, a dividend of 20 cents per share will be proposed to the Annual General Meeting on 13 June 2003, an increase of 17.6 per cent over the dividend of 17 cents per share paid in 2002. The total dividend will rise to EUR 5.2 million (2001: EUR 4.4 million). Since its IPO in September 1999, GfK has continually increased its dividend by a total of 54 per cent. Stock option programme continued At the year-end, GfK managers again had the opportunity to exchange part of their performance-related remuneration for stock options. Of the total of 594,117 options offered, 476,662 were taken up, which represents an acceptance rate of 80.2 per cent. The basis for subscription is the stock option programme newly resolved at the AGM held on 13 June 2002. After this year’s AGM on 13 June 2003, two tranches can be exercised: the first tranche consisting of 389,165 options at a price of EUR 55.20 and the second tranche of 375,725 options at a price of EUR 41.71. Due to the high exercise price, neither tranche is yet in the money. Investor Relations activities stepped up The aim of the Investor Relations department is to provide prompt and comprehensive information about the GfK Group and its business. GfK wishes to ensure thereby an efficient opinion-forming process, so that investors, analysts and the financial media are able to arrive at an appropriate assessment of the financial position of GfK and its GfK shares – Investor Relations future prospects. Through open financial communication, the Investor Relations department seeks to develop and strengthen confidence in GfK and in the success of its business model in the financial community. To position its shares in countries in which the GfK Group is a market leader, the management has taken part in many different events with international analysts and investors. In addition, GfK has regularly published interim reports and provided information about important events by e-mail, fax, post and conference calls. THE GfK GOUP Provisional key dates in the financial calendar 30 April 2003 Accounts press conference, Nuremberg 30 April 2003 Analysts’ conference, Frankfurt/Main In particular, Investor Relations activities have included: 27 May 2003 • roadshows to address investors directly in Germany, the USA, the UK and France Quarterly report as at 31 March* • over 90 individual meetings with investors and analysts to discuss questions of strategy, the financial situation and market forecasts 13 June 2003 • 16 conference calls with share analysts and institutional investors 27 August 2003 • 8 international conferences Annual General Meeting, Nuremberg Interim report as at 30 June* • participation in INVEST 2002 in Stuttgart, where private and institutional investors were able to inform themselves on the financial statements for 2001 and the prospects for the year in progress. 26 November 2003 The AGM held in Nuremberg on 13 June 2002 was attended by nearly 400 shareholders and shareholder representatives holding 71.3 per cent of the share capital of GfK. As well as the increase in the dividend, they approved the GfK strategy of further expanding the Group’s international network. 26 February 2004 The Internet is becoming increasingly important as a means of financial communication. During the past year, more and more private and institutional investors made use of the GfK website to call up information about the company and its shares. They also took advantage of the opportunity to use the Internet to follow the AGM and the accounts press conference. Quarterly report as at 30 September* Provisional result for financial year 2003* 22 April 2004 Accounts press conference, Nuremberg 22 April 2004 Analysts’ conference, Frankfurt/Main 27 May 2004 In future, GfK will be publishing a newsletter four times a year in order to give investors an insight into the corporate life of the Group. The objective is to make information about GfK and the market research industry available to a wider range of investors than in the past. The newsletter will be issued in electronic form and subscriptions may be taken out by e-mail (investor.relations@gfk.de) or by visiting the GfK website (www.gfk.de). Quarterly report as at 31 March* 15 June 2004 Annual General Meeting, Nuremberg 26 August 2004 Interim report as at 30 June* 25 November 2004 Quarterly report as at 30 September* * Publication is scheduled for before the start of the trading session 57 THE MANAGEMENT BOARD Petra Heinlein Dr. Gérard Hermet Dr. Klaus L. Wübbenhorst Responsible for the Media business division Responsible for the Non-Food Tracking business division Chief Executive Officer (CEO) Responsible for Strategy, Investor Relations, Public Affairs and Communications, Method and Product Development, IT and Management Development née Dengler, born in Bad Staffelstein, born in Montpellier, France, born in Linnich, 7 October 1958 19 January 1951 23 February 1956 • Professional career • Professional career • Professional career 58 Since 2002 Member of the Management Board Since 1999 Member of the Management Board Since 1992 Member of the Management Board, of GfK AG, appointed until 2007 of GfK AG, appointed until 2008 since 1998 spokesperson, and since 1999 Chief 2001 Integration management on behalf of 1998 – 2000 Chairman of the French Marketing GfK AG for the Martin Hamblin GfK Group and Association (AFM) GfK Great Britain, UK 2000 Integration management on behalf of GfK AG for GfK Custom Research Inc. in the USA 1988 – 1998 General Manager of GfK Sofema, France 1984 – 1998 Managing Director of GfK France, Executive Officer of GfK AG, appointed until 2007 Since 1997 Member of the Management Board, since 2002 Chairman of the Management Board of ADM, the working group of German market and social research institutes 1992 – 1997 Member of the Management Board 1992-2000 Managing Director of content census then General Manager 0f GfK Marketing Services, in Frankfurt France 1985 Joined GfK as project manager with 1978 – 1984 Employee of Burke Marketing General Administration, Minority Interests, GfK Marktforschung Research, Paris, France Production, IT, Data Processing 1984 Research Assistant at the ArnoldBergstraesser-Institut, Freiburg 1984 Graduated in political science from the University of Bamberg Financial Controlling, Personnel, Purchasing, 1991 – 1992 Member of the Management Board • Training 1978 PhD from the University of Grenoble • Training of GfK AG, responsible for Accounting, Finances, 1975 Graduated from the French Business School (ICN) of KBA-Planeta AG, Radebeul near Dresden 1984 – 1991 Employee of Bertelsmann AG, Gütersloh, latterly as Managing Director of Druck- & Verlagsanstalt Wiener Verlag. Ges.mbH Nfg. KG, Himberg near Vienna • Training 1984 PhD from the Technische Hochschule, Darmstadt 1981 Graduated in economics from the Universität-Gesamthochschule, Essen The Management Board Dr. Franz Merl Wilhelm R. Wessels THE GfK GROUP Heinrich A. Litzenroth Chief Financial Officer (CEO) Responsible for Financial Services, Personnel Services and Central Services Responsible for the Consumer Tracking business division and the HealthCare segment Responsible for the Ad Hoc Research business division born in Regenstauf, born in Haren, born in Mölln, 7 April 1949 12 October 1952 13 December 1951 • Professional career • Professional career • Professional career 59 Since 2002 Member of the Management Board Since 1996 Member of the Management Board Since 2000 Member of the Management Board of GfK AG, appointed until 2007 of GfK AG, appointed until 2006 of GfK AG, appointed until 2004 1990 – 2002 Member of the Management Board 1991 – 1996 Managing Director of GfK AG 1993 – 1999 Managing Director of GfK of Bayerische Treuhandgesellschaft Gesundheitsforschung/I+G Gruppe Gesundheits- Marktforschung GmbH Aktiengesellschaft, Wirtschaftsprüfungs- und Pharmamarktforschung gesellschaft Steuerberatungsgesellschaft, Munich 1986 – 1996 Managing Director of GPI 1988 – 2002 Partner at KPMG Deutsche Gesellschaft für Pharma-Informationssysteme, Treuhandgesellschaft, Berlin and Frankfurt Nuremberg/Frankfurt 1996 – 2000 Member of the working group Rechnungslegung von Stiftungen (accounting for foundations) at IDW 1986 – 2002 Managing Director of RTG Revisions und Treuhandgesellschaft mbH, Munich 1973 – 1986 RTG Revisions und Treuhandgesellschaft, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Munich • Training 1983 Qualified as auditor 1979 PhD from the University of Munich 1978 Qualified as tax consultant 1973 Graduated in economics from the University of Munich 1989 – 1999 Managing Director of GfK Testmarktforschung GmbH 1978 – 1989 Employee of GfK, responsible for the development of GfK BehaviorScan in Germany and building up GfK • Training Testmarktforschung 1977 Graduated in economics from the University of Saarbrücken • Training 1977 Graduated in economics from the Freie Universität Berlin 60 MANAGEMENT REPORT MANAGEMENT REPORT FOR THE GfK GROUP 62 1. The economy as a whole and the market research sector 64 2. The GfK Group Economic and financial development 68 3. Business divisions 72 68 Consumer Tracking Growth trend continues 69 Non-Food Tracking Leading position further extended 70 Media Affected by the crisis in the print media 70 Ad Hoc Research Growth achieved despite economic decline 71 Other Providing internal services and healthcare information services 4. Regions 72 Germany Growth through acquisitions 73 Europe Pleasing increase in operating income 74 America Good progress 75 Asia and the Pacific Exchange losses countered by strong growth 75 The GfK network Further expansion 76 5. Risk report 78 6. Research and development 80 7. Employees 82 8. Organization and administration 82 9. Purchasing 83 10. Environmental protection 83 11. Social commitment 84 12. Major events since the 2002 financial statements 84 13. Outlook 61 MANAGEMENT REPORT FOR THE GfK GROUP 1. The economy as a whole and the market research sector Baltic countries, for example, expansion accelerated. The causes for this positive development were rising investment activity and increased consumer spending. Overall economic development – modest and patchy The global economic situation continues to be characterized by a high level of uncertainty. Particularly in the first half of 2002, there seemed to be the first signs of a slight upturn. However, during the second half of the year, the talk of a war in Iraq and declining consumer confidence in the industrialized countries made it become clear that the hoped for economic stabilization would still be some time in coming. 62 Nevertheless, despite the weakness of the economy during the last months of the year, real economic growth in 2002 was estimated by the FAZ Institute to amount to 2.8 per cent (2001: 2.2 per cent). However, the development of the major regions and national economies varied widely. In the USA, where there had been fears of a long phase of sluggish growth or even recession, strong economic growth was recorded during the first half of the year. According to the FAZ Institute, this was due to interest rate policy, active financial policy and falling crude oil prices. This promising start engendered expectations of a sharp upturn, which then failed to materialize. Spectacular bankruptcies, major accounting scandals and an increase in oil prices spurred by the wrangling over Iraq all combined to reduce the prospect of a sustained economic recovery during the second half of the year. According to the estimates of the DIW (Deutsches Institut für Wirtschaftsforschung, Berlin), real growth in GDP during 2002 amounted to 2.4 per cent (2001: 2.8 per cent). In Japan, economic experts consider that, despite another slight fall in GDP of an estimated 0.2 per cent according to the DIW (2001: -0.3 per cent), the development in 2002 suggests that the country is now largely out of recession. The slight upturn that began to emerge was generated largely by private consumer buying of durables. However, the positive trend continues to be fragile. According to the DIW, economic growth was particularly dynamic in the countries of South-East Asia, with real growth standing at 4.5 per cent (2001: 2.6 per cent). The main causes here were rising exports and an expansion in domestic demand. In Central and Eastern Europe, the national economies appeared to be largely unaffected by the weak global economy and, according to the DIW estimate, there was above-average growth of 3.3 per cent (2001: 3.0 per cent). In the region as a whole, the economy remained robust during 2002 and in the In the euro zone, the economic recovery during 2002 failed by a long way to match the expectations of economic experts and politicians. Indeed, quite the contrary. At 0.8 per cent, real economic growth lagged well behind the previous year’s figure of 1.4 per cent. Within the euro zone, Germany was once again the tail-ender with, according to the DIW estimate, a real increase in GDP of just 0.2 per cent (2001: 0.6 per cent). The mood of economic optimism which characterized the first half of the year largely evaporated during the second half. Over the course of the year, growth forecasts were successively revised downwards. There were various reasons for this. Following the intensive debate over the adverse economic impact of the introduction of the euro, the survey conducted by GfK for the European Commission in May 2002 showed that consumer confidence in Germany was at its lowest figure for 18 years. Then, during the second half of the year, German hopes of an economic upturn vanished altogether. Crucial factors here were unemployment and the smouldering conflicts in the Middle East. Moreover, the crisis in the financial markets resulted in additional uncertainty. Given the existing weakness of the German economy, the fall in the stock markets became even more significant. Share-owning households felt that they were getting poorer. With the unemployment figures continuing to rise, consumer spending was also reined back. In November, the propensity of consumers to go out and buy reached a new low. Together with Japan, for the second time, Germany came in last among the G7 countries. The market research sector – potential for growth The hesitant development of the overall economy did not leave the market research sector entirely untouched. According to an estimate by Morgan Stanley, companies in the retail, services and media sector paid out 3 per cent more for market research in 2002 than in the previous year (2001: in EUR, 5.8 per cent; in USD, 2.8 per cent. Source: ESOMAR). In absolute terms, this amounted to EUR 18.3 billion. However, unlike previous years, the growth in the market research sector was only slightly higher than that of the economy as a whole. The economy as a whole and the market research sector The regional centres in which the industry, retail and services sector make the most intensive use of market research continue to be America and Europe. The USA, ahead of the UK, Germany and Japan, is the largest national consumer of market research services. Market research industry in comparison with GNP and advertising industry worldwide Index value 1991 = 1001) 1993 111 107 105 1994 124 117 109 1995 MANAGEMENT REPORT Market research market by region and by country In % 137 131 America 1% 113 1996 146 138 46 % 40 % 39 Asia 13 of which Japan 116 1997 159 140 121 1998 181 7 Europe 40 of which UK 10 of which Germany 9 Rest of the world 1 13 % 144 125 1999 46 of which USA Total market volume 2002: EUR 18.3 billion Source: ESOMAR, Morgan Stanley 198 149 129 2000 206 155 134 2001 212 150 136 20022) 218 149 140 1) Basis: value in USD 2) Estimated industry growth in 2002: 3 per cent Market volume: EUR 18.3 billion Source: ESOMAR, Morgan Stanley, Zenith Media BSP Advertising Market Research Nevertheless, the growth rate for the market research sector during the past year was clearly better than that of the advertising industry, which according to an estimate by Zenith Media, was 0.7 per cent lower than the previous year. This result confirms a trend that has already prevailed for ten years, namely that market research is more dynamic and less cyclical than advertising. One of the main causes for this is the fact that whether the economy is strong or weak, market research information services overall are considered to be indispensable support for the marketing sector activities of companies from industry, retail, media and the services. Traditionally, manufacturers of branded fast moving and slow moving consumer goods have represented the largest group of clients for market research services in terms of overall sales, followed by media, pharmaceutical and retail companies. In recent years, however, the client structure has been moving away from the traditional branded goods industry to such sectors as telecommunications, financial services, public and private health services and energy supplies. The causes for this shift include the privatization and deregulation of these sectors, as a result of which companies have had to become customeroriented and conduct market research into their potential target groups. Market research volume by customer segment In % 5% 11% 37 % 10 % Consumer goods industry 37 Media 22 Healthcare and pharma 15 Retail 10 Telecommunications, post, energy supply 15 % 22 % Other segments Total market volume 2002: EUR 18.3 billion Source: ESOMAR, Deutsche Bank 5 11 63 The market research sector continues to offer great potential for growth thanks to a number of factors: 2. The GfK Group: Economic and financial development Fierce competition between companies expanding worldwide continues. Political, economic and technological developments have greatly accelerated the pace of globalization of traditional markets for goods and services over the last ten years and have intensified the pressure of competition between traditional, local and global companies and brands. This year, for the first time, GfK is presenting its Group accounts on the basis of US GAAP (United States Generally Accepted Accounting Principles). The same principles have also been applied to the 2001 figures. Increasing demand for information from small and medium-sized enterprises (SMEs). The number of SMEs making use of the new Internet communication platforms to operate and expand their business at local, national and international level is increasing and their need for market research and marketing expertise is growing in parallel. 64 New innovation-driven business and client potential. The new communication and information technologies have created additional opportunities and stimuli for growth. On the basis of these new technologies, a host of new markets for new products and services have emerged, for example in the field of telecommunications and innovative domains such as biochemistry and genetic technology. New business potential in the emerging markets. Throughout the world, increasing opportunities for growth are resulting from trends towards liberalization and democratization. This applies particularly to the emerging markets in Central and Eastern Europe, Asia and the Pacific as well as Latin America. Outsourcing of market research services by clients. Companies are increasingly cutting down the size of their own market research departments to a minimum and turning instead to comprehensive services from outside market research professionals. In order to make the special conditions associated with the change in accounting transparent and to facilitate comparison with the consolidated financial statements for the previous year, GfK has also produced pro forma statements as well as the actual financial statements for 2001. The pro forma statements include the results of five companies that would not have been consolidated in 2001 under US GAAP. These are G.E. Marketing Research and Emer-GfK, both in Spain, GfK Portugal and METRIS, Portugal, for the full twelve months of the previous year, as well as Intomart GfK in the Netherlands for the first six months of the previous year. From 1 January 2002, all five companies fulfilled the US GAAP requirements for full consolidation. Moreover, the additional pro forma statements for 2001 do not include the scheduled amortization on goodwill of EUR 10.4 million reported in the actual income statement which is to be shown in accordance with the accounting principles of US GAAP which still applied in 2001. From 2002 onwards, there are no more scheduled amortization, but impairment principles for goodwill amortization. This did not result in any expenses. The pro forma financial statements for 2001 are intended for comparative purposes in the following1). Sales and income – double-digit growth In 2002, the GfK Group achieved sales of EUR 559.4 million, up 10.6 per cent on the previous year, a result which raised it to fifth place in the rankings of the world’s leading market research companies. In addition to the contribution of organic growth at a higher than average rate for the sector, a substantial part of this increase came from companies consolidated for the first time in the year under review. They include IFR Group, France, Significant GfK, Belgium, GfK MACON, Germany and the healthcare activities of the I+G Group in Germany, acquired as part of a merger. 1) The percentages given below are all based on absolute values in thousand euros. For ease of legibility, the absolute values are expressed in million euros. Calculating percentages on the basis of the values expressed in million would have led to distortions, particularly for lower numbers. Economic and financial development Earnings1) In EUR million Sales 2001 Actual 2001 Pro forma 2002 Actual Change in % + 10.6 482.1 505.8 559.4 – 451.8 – 471.1 – 512.1 – 8.7 Operating income 30.3 34.7 47.2 + 36.4 Other income less other expenses Operating costs – 14.5 – 4.9 –3.6 + 25.8 EBITDA 52.8 58.0 68.5 + 18.2 as percentage of sales 10.9 11.5 12.2 – EBIT before income from participations 15.8 29.8 43.6 + 46.6 as percentage of sales 3.3 5.9 7.8 – Net income from participations 3.7 2.9 6.4 + 119.6 EBIT after income from participations 19.5 32.7 50.0 + 53.1 as percentage of sales 4.0 6.5 8.9 – Net interest income 0.1 0.0 – 2.3 – Net other financial income – 15.7 – 15.7 – 2.4 + 84.7 Result from ongoing business activity 3.9 17.0 45.3 + 165.9 Taxes on income and earnings – 10.2 – 11.7 – 15.3 – 30.5 Income from the initial application of SFAS 133 0.2 0.2 0.0 – 100.0 Consolidated total income before minority interests – 6.1 5.5 30.0 + 449.6 Minority interests’ share of total income 1.4 0.8 – 4.3 –626.2 – 4.7 6.3 25.7 + 308.7 Consolidated total income 1) Rounding differences may occur There was a pleasing increase in Operating income from EUR 34.7 million in 2001 to EUR 47.2 million in 2002 (+36.4 per cent) as a result of sales growth and the below average rise in Operating costs (+8.7 per cent), which came in at almost 2 per cent under the rate of increase in sales. The personnel cost ratio, which expresses personnel expenses in relation to sales, came down from 44.1 per cent in 2001 to 43.6 per cent in 2002. In absolute terms, personnel expenses amounted to EUR 244.1 million (2001: EUR 223.2 million). Scheduled depreciation, particularly on software and fixtures and fittings fell from EUR 28.2 million in 2001 to EUR 24.9 million in 2002. MANAGEMENT REPORT The item Other income and expenses includes the balance of other income from earlier periods amounting to EUR 0.9 million, amortization on other intangible assets of EUR 2.6 million and currency effects of EUR -2.1 million. The GfK Group increased its EBIT before income from participations by 46.6 per cent from EUR 29.8 million in 2001 to EUR 43.6 million in 2002. The EBIT margin relating to sales also improved markedly from 5.9 per cent in 2001 to 7.8 per cent in 2002. Net income from participations rose from EUR 2.9 million in 2001 to EUR 6.4 million in 2002. Depreciation on the shareholding in the bwv Group in Switzerland considerably depressed net income from participations in 2001. However, no further depreciation was required for this shareholding in 2002. The GfK Group’s EBIT after income from participations also increased sharply compared with the previous year, rising by 53.1 per cent to EUR 50.0 million in 2002. EBIT after income from participations in relation to sales showed a correspondingly clear increase from 6.5 per cent in 2001 to 8.9 per cent in 2002. GfK’s Net other financial income also improved from EUR –15.7 million in 2001 to EUR -2.4 million during the past financial year. The figure essentially comprises expenses arising from the waiver on a loan to MMXI Europe in the Netherlands of EUR 1.2 million in connection with the sale of this participation, as well as the residual depreciation on the holding in American company, Jupiter Media Metrix Inc. (JMXI), of EUR 0.7 million. In 2001, net other financial income was influenced by the writedowns on loans to the bwv Group amounting to EUR 5.9 million and the valuation allowance for JMXI shares of EUR 6.9 million. Overall, this had a positive impact on the Result from ongoing business activity, which rose more than one and a half times from EUR 17.0 million in 2001 to EUR 45.3 million in 2002. Compared with the previous year, the Income tax rate was reduced from 68.7 per cent to 33.7 per cent. The valuation allowance made in 2001 for the participation in JMXI was not tax deductible. Moreover, the depreciation on the holding and the loans to the bwv Group in Switzerland could only be recognized to a very limited extent for tax purposes. 65 Current assets remained at the same level as in the previous year. While there was a reduction in trade receivables and liquid funds, there was an increase in other receivables and assets. The main increase came from tax claims and payment on account for the remaining shares in ENIGMA GfK in Germany. The GfK Group: EBIT after income from participations and consolidated total income before minority interests 1998 – 2002 in EUR million1) 1998 18.2 10.7 19992) 26.7 13.7 2000 39.4 25.4 2001 32.7 5.5 2002 50.0 30.0 1) Up to 2000, in accordance with the German Commercial Code (HGB). From 2001, in accordance with US GAAP. EBIT after income from participations 66 2) Excluding IPO costs Consolidated total income before minority interests The GfK Group achieved an increase of EUR 24.5 million in Consolidated total income before minority interests from EUR 5.5 million in 2001 to EUR 30.0 million in 2002. Shareholders’ equity rose by EUR 18.4 million to EUR 181.5 million. The increase is attributable to total consolidated income of EUR 25.7 million less the total dividend disbursement and currency effects relating to consolidations reported under other comprehensive income. With an increase in total assets of EUR 56.5 million (+13.7 per cent), the Equity ratio as at 31 December 2002 amounted to 38.7 per cent (2001: 39.5 per cent). Development of equity ratio in per cent, 1998-20021) 1998 30.8 Asset and capital structures continue to remain stable 19992) Compared with the previous year, the GfK Group’s Total assets increased by EUR 56.5 million to EUR 469.6 million. On the assets side, this increase was almost exclusively attributable to growth in Fixed assets. Acquisitions, the topping-up of shareholdings and the merger of the I+G Group with GfK in Germany increased goodwill by EUR 51.4 million from EUR 84.2 in 2001 to EUR 135.6 million as at 31 December 2002. Software and fixtures and fittings rose by EUR 8.2 million. With regard to financial assets, the addition resulting from the acquisition of Indicator GfK, Brazil offset the disposal of shares in associated companies resulting from the merger of the I+G Group with GfK. Balance sheet growth 31.12.2001 31.12.2002 Change in % Share of total assets in % Fixed assets 208.6 263.8 + 26.5 56.2 Current assets 189.8 189.8 – 0.1 40.4 Deferred taxes 9.1 9.3 + 2.7 2.0 Prepaid expenses 5.6 6.7 + 20.0 1.4 In EUR million Assets Shareholders’ equity and liabilities Shareholders’ equity 163.1 181.5 + 11.3 38.7 Borrowings* 243.3 281.2 + 15.6 59.9 Deferred taxes 5.3 6.0 + 14.0 1.3 Deferred income 1.4 0.9 – 33.8 0.1 413.1 469.6 + 13.7 100.0 Total assets *Provisions, liabilities and minority interests 52.3 2000 2001 2002 49.6 39.5 38.7 1) Up to 2000, in accordance with the German Commercial Code (HGB). From 2001, in accordance with US GAAP. 2) This percentage includes the change resulting from the IPO, without which the figure would have been 29.7. As at 31 December 2002, minority interests had risen by EUR 11.1 million to stand at EUR 17.6 million. In addition to the improvement in consolidated total income, the main reason for this increase was the first-time consolidation of Spanish and Portuguese subsidiaries and the IFR Group in France, which also has minority shareholders. The following factors contributed to the increase in other Provisions and liabilities by EUR 26.7 million to EUR 263.5 million: an increase in provisions of EUR 7.7 million, in particular for personnel including pensions, and an increase of EUR 19.0 million in liabilities. Given the financing of newly acquired companies and participations, the increase came mainly from liabilities to banks. Economic and financial development Investment and financing Bulk of investment covered by cash flow In 2002, GfK’s Investment amounted to EUR 76.6 million (2001: EUR 108.3 million). This related essentially to the acquisition of companies and business units (EUR 47.0 million) and the addition of participations as well as the acquisition of software, fixtures and fittings and other tangible assets (EUR 28.6 million). MANAGEMENT REPORT Net indebtedness, derived from the balance of cash and cash equivalents and short-term securities less interest bearing liabilities and pension provisions, stood at EUR 39.6 million (2001: EUR 23.7 million). Gearing and net indebteness in relation to EBIT, EBITDA, free cash flow In % 2001 Gearing (net indebtedness/shareholders’ equity) 14.5 21.8 150.2 90.8 Net indebtedness/EBITDA 44.9 57.8 Net indebtedness/free cash flow 52.8 97.2 Net indebtedness/EBIT Change in free cash flow In EUR million 2001 Cash flow from ongoing business activity 2002 Change in % 75.9 69.3 – 8.8 – 31.1 – 28.6 – 8.1 44.8 40.7 – 9.2 Acquisitions – 60.2 – 47.0 – 21.9 Other financial investment – 17.0 – 1.0 – 94.1 4.1 3.4 – 17.1 – 28.3 – 3.9 + 86.2 Capital expenditure Free cash flow before acquisitions, other investment and asset disposals Asset disposals Free cash flow after acquisitions, other investment and asset disposals The ongoing capital expenditure was fully financed from the Cash flow from ongoing business activity of EUR 69.3 million (2001: EUR 75.9 million). Net of these expenses amounting to EUR 28.6 million, Free cash flow of EUR 40.7 million (2001: EUR 44.8 million) remains. This was sufficient to finance 84.9 per cent of acquisitions and other financial investment during the past year. In 2001, the equivalent figure was 58.1 per cent due to a higher level of investment. Change in net indebtedness In EUR million Liquid funds 31.12.2001 31.12.2002 Change in % 47.6 45.2 – 5.0 Short-term securities 8.0 7.3 – 8.7 Liquid funds and short-term securities 55.6 52.5 – 5.6 Liabilities to banks 24.8 47.1 + 89.9 Pension obligations 17.5 19.2 + 10.1 Liabilities under leases 16.3 15.8 – 3.2 Other interest-bearing liabilities 20.7 10.0 – 51.3 79.3 92.1 + 16.2 – 23.7 – 39.6 – 67.3 Interest-bearing liabilities Net indebtedness Gearing, which is the ratio of net indebtedness to shareholders’ equity, amounted to 21.8 per cent in 2002 (2001: 14.5 per cent). The ratio of net indebtedness in relation to EBIT, EBITDA and free cash flow shows that GfK is in a position to repay its borrowings in less than one year. 67 In addition to the investment reported in the balance sheet, the GfK Group used EUR 32.2 million for Soft facts (2001: EUR 30.2 million). These intangible assets are not capitalized but are charged directly to the income statement. They include, in particular, expenses for setting up and maintaining panels, non-capitalized costs of proprietary software as well as the costs of training and continuous professional development. This investment is essential to securing the long-term success of the company, as it contributes to the creation of market entry barriers. Expenses for soft facts 2001 2002 Change in % Costs of maintaining panels (including recruitment) 17.0 19.5 + 14.9 Software development costs 7.4 7.1 – 3.9 In EUR million GfK was able to reduce the inflow of funds in connection with financing activity from EUR 16.8 million in 2001 to EUR 2.9 million in 2002. 2002 Training and continuous professional development 5.1 5.0 – 3.6 Other 0.7 0.6 – 10.3 Total 30.2 32.2 + 6.6 Source: Management Information System The 14.9 per cent increase in panel costs results from the higher maintenance payments made to panel households and retailers and for extending panels. 3. Business divisions The GfK Group provides services in its four business divisions Consumer Tracking, Non-Food Tracking, Media and Ad Hoc Research. The division Other comprises GfK AG internal services as well as some of the activities in the healthcare segment, which are currently being set up. The financial data presented below comes from the Management Information System. All of the figures reported have been prepared in accordance with US GAAP. No account is taken of minority interests. Net income from participations is therefore not included in the operating income. 68 In order to improve transparency in annual comparisons, as referred to in the presentation of the economic development of the GfK Group, pro forma statements have also been prepared for the divisions for 2001. The explanations below are all based on a comparison of the figures for 2002 with those from the pro forma statements. Sales for the Group in all business divisions in 2002 were up by 10.6 per cent from EUR 505.8 million to EUR 559.4 million. While newly consolidated business activities in the GfK Group contributed 7.8 per cent to the growth in sales, organic growth accounted for 3.5 per cent. Excluding projects with fixed order volumes, organic growth amounted to 5.3 per cent. Currency effects played a minor role, reducing sales growth by 0.7 per cent. During the past financial year, GfK’s operating income rose at an above average rate. The figure of EUR 48.3 million for 2002 represented a 47.9 per cent increase over the EUR 32.7 million recorded for the previous year. The margin relating to consolidated sales improved accordingly from 6.5 per cent to 8.6 per cent. Share of business divisions in total sales In EUR million In % 5% 15 % 44 % 25 % Consumer Tracking 15 86.0 Non-Food Tracking 25 137.3 Media 11 61.3 Ad Hoc Research 44 246.3 Other 11% Total 5 28.5 100 559.4 Consumer Tracking – growth trend continues GfK’s Consumer Tracking division provides clients in 24 countries throughout Europe with information services on consumer purchase decisions and behaviour. These cover almost all fast moving consumer goods plus a large number of slow moving consumer goods and services. Clients include in particular brand manufacturers, retailers and service providers. Consumer Tracking: key figures GfK Group: breakdown of growth in sales and operating income In EUR million Total growth + 10.6 % + 47.9 % Growth through acquisitions + 7.8 % 2001 Actual 2001 Pro forma 2002 Actual Change in % Sales 84.8 84.8 86.0 + 1.4 Operating income – 0.2 – 0.2 2.4 + 1,296.0 Margin in % – 0.2 – 0.2 + 2.8 – Number of employees 788 788 863 + 9.5 of which abroad 564 564 590 + 4.6 + 31.4 % Organic growth + 3.5 % + 17.2 % Exchange rate effects – 0.7 % – 0.7 % Sales Operating income During financial year 2002, GfK’s Consumer Tracking division achieved consolidated sales of EUR 86.0 million. The 1.4 per cent increase on the previous year was almost exclusively due to organic growth, with the GfK companies outside Germany providing the main impetus. By contrast, sales in Germany were slightly below the figure for the previous year. GfK Business Divisions Consumer Tracking: breakdown of growth in sales and operating income MANAGEMENT REPORT Non-Food Tracking: key figures In EUR million Total growth Sales + 1.4 % + 1,296.0 % Growth through acquisitions Operating income Margin in % – 0.1 % + 907.1 % Organic growth Number of employees of which abroad 2001 Actual 2001 Pro forma 2002 Actual Change in % 119.5 122.2 137.3 + 12.4 17.5 19.7 24.5 + 24.5 + 14.6 + 16.1 + 17.8 – 1,125 1,234 1,394 + 13.0 896 1,005 1,145 + 13.9 + 1.1 % + 405.7 % Exchange rate effects + 0.4 % – 16.8 % Sales Operating income There has been a clear rise in operating income. Following EUR –0.2 million in 2001, operating income rose to EUR 2.4 million in 2002. The margin also improved from –0.2 per cent in 2001 to 2.8 per cent in 2002. This is mainly attributable to the consistent restructuring measures in the division and to cost savings brought about by using the standard production system aTRACKtive. At the end of 2002, the Consumer Tracking division employed 863 full-time personnel, of which 68.4 per cent working outside Germany. The number of employees increased by 75 compared with the previous year due to the insourcing of personnel from the data collection department of GfK Data Services. Non-Food Tracking - leading position further extended GfK’s Non-Food Tracking division provides clients with information services regarding sales of consumer durables and services, particularly in the IT, consumer electronics, telecommunications, household appliances and photographic markets. Its clients are mostly global manufacturers of consumer durables and they receive this information on 44 countries worldwide, which include thirteen countries in Asia and the Pacific, the USA and Latin America, the Middle East and South Africa. During the year under review, the division succeeded in further extending its leading position in the global markets. Sales increased by 12.4 per cent from EUR 122.2 million in 2001 to EUR 137.3 million in 2002, of which 8.5 per cent came from organic growth. This was the highest organic growth rate of all the GfK divisions. Currency effects, particularly in Asia, depressed sales growth by 1.7 percentage points. First-time consolidations, mainly of the IFR Group as at 1 July 2002, contributed EUR 6.9 million to the rise in sales. Despite considerable investment on innovations in this segment, such as the further development of the S*T*A*R*T*R*A*C*K analysis and production system and the ENCODEX software used for B2B online trading in consumer durables, operating income of the Non-Food Tracking division was up 24.5 per cent from EUR 19.7 million to EUR 24.5 million. Around half of this increase is attributable to companies consolidated in the GfK Group for the first time. The remainder is mostly due to the progress of business development in Europe. As a result of the overproportional rise in operating income, the margin increased from 16.1 per cent to 17.8 per cent. Non-Food Tracking: breakdown of growth in sales and operating income Total growth + 12.4 % + 24.5 % Growth through acquisitions + 5.6 % + 12.8 % Organic growth + 8.5 % + 12.8 % Exchange rate effects – 1.7 % – 1.1 % Sales Operating income 69 The Non-Food Tracking division employ 28.6 per cent of the GfK workforce. Of the 1,394 personnel, 82.1 per cent were employees in GfK companies abroad. Compared with the 2001 figures, the number of staff in Germany increased by 20 and outside Germany by 140. Media – affected by the crisis in the print media The Media division provides its clients with information services on the intensity and nature of media usage and media acceptance. The offering covers the classic media such as television, radio, print and outdoor advertising and the new online and offline media. GfK conducts media research in 20 European countries and its clients are predominantly private and public service TV and radio stations, publishing houses, advertisers and advertising and media agencies. 70 In 2002, the Media division was unable to match the level of sales achieved in the previous year. Consolidated sales fell slightly by 2.1 per cent to EUR 61.3 million after EUR 62.6 million in 2001. The drop in sales at the GfK media companies amounted to 7.9 per cent in organic terms. Sales Operating income Margin in % Media is the smallest of the GfK divisions in terms of personnel, employing 345 people or 7.1 per cent of the total workforce. Foreign personnel accounts for 57.7 per cent of the total. Compared with the previous year, the number of employees in the Media division was reduced by 6.5 per cent. The main reason for this is that the company is pursuing a wait and see approach with regard to filling the places of employees who have left, given the current economic climate. Ad Hoc Research – growth achieved despite economic decline Media: key figures In EUR million This trend is attributable in particular to the difficult print media market caused by the weak economy, which led to lower incoming orders. However, growth in continuous media research was able to partially offset this decrease in orders. The long-term contracts for TV and radio ratings research generate around 60 per cent of the Media division’s sales. In 2002, GfK extended two long-term TV research contracts in Belgium and France and won a new contract in the Ukraine. There are therefore long-term TV research surveys in place in a total of seven different countries. 2001 Actual 2001 Pro forma 2002 Actual Change in % 56.5 62.6 61.3 – 2.1 8.5 9.2 6.1 – 34.4 + 15.0 + 14.7 + 9.9 – Number of employees 369 369 345 – 6.5 of which abroad 221 221 199 – 10.0 Through its own companies, the Ad Hoc Research division provides clients in 29 countries around the world and via partnerships in another 61 countries with partly standard, partly customized services, which are used for operational and strategic business decisions. These services include tests and surveys on product and pricing policy, brand management and valuation, communication, distribution and customer loyalty schemes as well as new product development. As its work is project-related, the Ad Hoc Research division is The trend in operating income was similar. Following the high figure achieved in 2001 of EUR 9.2 million, the Media division generated operating income of EUR 6.1 million in 2002. The margin consequently dropped from 14.7 per cent to 9.9 per cent. Media: breakdown of growth in sales and operating income Total growth – 2.1 % – 34.4 % Growth through acquisitions + 5.2 % + 2.9 % Organic growth – 7.9 % – 38.2 % Exchange rate effects + 0.6 % + 0.9 % Sales Operating income more susceptible to economic trends than the tracking business, where the contracts are long term. It is therefore particularly pleasing that in 2002, the Ad Hoc Research division achieved a 14.8 per cent increase in sales to EUR 246.3 million from EUR 214.5 million. Of this growth, 8.0 percentage points are organic and 7.7 percentage points of the sales growth are attributable to the expansion of the global GfK network. The companies consolidated for the whole year for the first time in 2002 include, in particular, Martin Hamblin GfK, UK, GfK MACON, Germany and Intercampus, Portugal. Significant GfK, Belgium was consolidated for the first time for part of the period under review. Currency effects reduced sales by 0.9 percentage points. GfK Business Divisions Ad Hoc Research: key figures In EUR million Sales Operating income 2001 Actual 2001 Pro forma 2002 Actual Change in % 199.6 214.5 246.3 + 14.8 + 243.9 2.8 4.2 14.5 Margin in % + 1.4 + 2.0 + 5.9 – Number of employees 1,578 1,726 1,745 + 1.1 of which abroad 1,204 1,352 1,371 + 1.4 During the reporting period, operating income more than tripled, rising from EUR 4.2 million in 2001 to EUR 14.5 million. New consolidations accounted for EUR 2.6 million, but at EUR 7.7 million the largest portion of the rise was organic. In addition to the positive trend in sales and the restructuring of the Swedish activities in Internet market research, strict cost management and further measures to increase efficiency also made a decisive contribution to the result. There was a strong increase in the margin which rose from 2.0 per cent in 2001 to 5.9 per cent in 2002. Ad Hoc Research: breakdown of growth in sales and operating income Total growth MANAGEMENT REPORT services for companies in the GfK Group and their business partners. Their aim is to offer services which cover the costs involved. In addition to data collection, data processing and data analysis, GfK Data Services and GfK Ad Hoc Services also supply central IT services. As a cross-divisional unit, GfK Methodenund Produktentwicklung (Method and Product Development) develops new procedures, methods and techniques and tests them in market research surveys. GfK Group Services comprises all the central administrative departments and divisions of GfK AG, which include Financial Services, Personnel Services, Central Services, Public Affairs and Communications, Investor Relations and Internal Audit. The newly acquired healthcare activities are also reported under Other for financial year 2002. These cover Martin Hamblin GfK Healthcare UK, which was consolidated as at 1 July 2001 for the first time and the business services, GfK HealthCare and GPI Kommunikationsforschung, both based in Germany, and which were acquired as part of the takeover of the business activities of I+G, which was previously run as a joint venture with NFO Infratest. These companies were consolidated for the first time as at 1 July 2002. 71 Other: key figures + 14.8 % + 243.9 % Growth through acquisitions In EUR million + 7.7 % + 61.9 % Organic growth + 8.0 % + 183.6 % Exchange rate effects – 0.9 % – 1.6 % Sales Operating income As at 31 December 2002, the Ad Hoc Research division employed 1,745 staff, of which 1,371 in GfK companies outside Germany. The number of employees remained virtually unchanged from the previous year. Other – providing internal services The Other division primarily comprises the central services of GfK AG as well as some of the activities being built up in healthcare information services. GfK Data Services, GfK Ad Hoc Services, GfK Methodenund Produktforschung and GfK Group Services provide Sales 2001 Actual 2001 Pro forma 2002 Actual Change in % 21.6 21.6 28.5 + 31.8 Operating income – 0.2 – 0.2 0.9 + 484.4 Margin in % – 1.1 – 1.1 + 3.2 – 536 536 532 – 0.7 68 68 109 + 60.3 Number of employees of which abroad In 2002, the Other division achieved consolidated sales of EUR 28.5 million compared with EUR 21.6 million in the previous year. The considerable reduction in services provided by IRI/GfK, resulting from the cessation of physical data collection in Germany, led to a drop in order volume of around EUR 5 million for this central GfK service provider. This is the reason for organic growth amounting to -26.8 per cent in the period under review. However, sales by the newly acquired companies in the healthcare segment more than compensated for this downturn. The new companies are also largely responsible for improving operating income from EUR –0.2 million in 2001 to EUR 0.9 million in 2002. Number of GfK employees 1998-2002 in Germany and abroad Other: breakdown of growth in sales and operating income Total Total growth 1998 1,282 1,829 3,111 + 31.8 % + 484.4 % 1999 1,366 2,310 3,676 Growth through acquisitions + 58.3 % + 1,299.6 % Organic growth 2000 20011) 1,345 2,867 4,212 1,443 3,210 4,653 – 26.8 % – 808.8 % 2002 1,465 3,414 4,879 Exchange rate effects + 0.3 % 1) Pro forma statement In Germany – 6.4 % Sales Abroad Operating income Share of regions in total sales1) As at the end of 2002, the Other division employed 532 personnel (2001: 536). 72 In % In EUR m Germany 37 204.7 Northern Europe 11 59.1 Western and Southern Europe 7% 5% 5% 37 % 4. Regions As with the presentation of the business divisions, the financial data on regions reported below is extracted from the Management Information System. As minority participations were not taken into account, operating income does not include income from participations. 35 % 11 % 35 196.7 Central and Eastern Europe 5 28.5 America 7 40.4 Asia and the Pacific 5 30.1 100 559.4 Total 1) Rounding differences may occur In order to improve transparency in annual comparisons, as referred to initially in the presentation of the economic development of the GfK Group, a pro forma statement has been prepared for 2001, including for the data of the regions. All following explanations are based on a comparison of the values for the year 2002 with the pro forma figures. GfK Group sales 1998-2002 in Germany and abroad in EUR million1) Total 1998 19992) 2000 20012) 2002 156 156 312 164 217 381 177 293 470 192 314 506 205 1) From 2001 in accordance with US GAAP 2) Pro forma statement 354 559 In Germany Abroad Germany – growth through acquisitions In Germany, the home country of the GfK Group and still the most important single market for the company, GfK has fifteen active subsidiaries and participations, ten of which have their registered office in Nuremberg. In 2002, the company generated 36.6 per cent of consolidated sales in Germany. Sales increased from EUR 192.4 million to EUR 204.7 million (+6.4 per cent). This growth was mainly attributable to GfK MACON, GfK HealthCare and GPI Kommunikationsforschung, which were consolidated for the first time in 2002. In organic terms, sales fell slightly by 1.9 per cent, primarily as a result of the approximately EUR 5 million reduction in data collection services by IRI/GfK. In addition, the crisis in the print media sector impacted on sales at some of the German GfK companies. The positive business development in Non-Food Tracking was not entirely sufficient to offset the weaker sales in these areas. Regions Germany: key figures In EUR million Sales 2001 Actual 2001 Pro forma 2002 Actual 192.4 192.4 204.7 + 6.4 15.1 15.1 18.0 + 19.4 Operating income Change in % Margin in % + 7.8 + 7.8 + 8.8 – Number of employees 1,443 1,443 1,465 + 1.5 MANAGEMENT REPORT In Northern Europe, the GfK Group has ten subsidiaries in Scandinavia and the UK, which generated 10.6 per cent of consolidated sales in 2002. Compared to the previous year’s sales of EUR 52.0 million, GfK achieved growth in 2002 of 13.8 per cent to EUR 59.1 million. The greater part of this growth resulted from the healthcare activities acquired in the UK. Currency effects amounted to -0.4 percentage points. Northern Europe: key figures During the period under review, operating income rose from EUR 15.1 million to EUR 18.0 million (+19.4 per cent). The companies consolidated for the first time contributed EUR 4.3 million to this increase. However, organic growth saw a reduction of 8.9 per cent, as the positive developments in the Ad Hoc Research and Non-Food Tracking divisions were insufficient to absorb the reduced income of the Media division, which resulted from lower sales in this division. The salesrelated margin increased from 7.8 per cent to 8.8 per cent. Germany: breakdown of growth in sales and operating income Total growth + 6.4 % + 19.4 % Growth through acquisitions + 8.3 % 2001 Actual In EUR million 2001 Pro forma 2002 Actual Change in % Sales 52.0 52.0 59.1 + 13.8 Operating income – 3.7 – 3.7 1.9 + 150.2 Margin in % – 7.1 – 7.1 + 3.2 – 528 528 500 – 5.3 Number of employees 73 Growth in operating income in the past financial year has been very pleasing. After posting a loss of EUR 3.7 million in 2001, the GfK companies in Northern Europe achieved positive results of EUR 1.9 million in 2002. This is due, above all, to the success of restructuring measures at Martin Hamblin GfK, UK and to Orange Interactive Research which carries out Internet market research in Sweden. The margin rose from -7.1 per cent in 2001 to 3.2 per cent in 2002. Additional measures are aimed at further improving the margin in this region. + 28.3 % Organic growth Northern Europe: breakdown of growth in sales and operating income – 1.9 % – 8.9 % Exchange rate effects 0.0 % 0.0 % Total growth + 13.8 % + 150.2 % Sales Operating income Growth through acquisitions + 14.2 % + 79.1 % As at 31 December 2002, GfK employed 1,465 full-time personnel in Germany, the great majority at the Nuremberg site. The number of employees rose by 22 compared with the previous year. 30.0 per cent of GfK’s worldwide workforce is employed by Group companies in Germany. Organic growth 0.0 % + 72.4 % Exchange rate effects – 0.4 % – 1.3 % Sales Operating income Europe – pleasing increase in operating income In Northern, Southern and Western Europe, GfK has 73 subsidiaries, branches and participations in sixteen different countries. As in Germany, GfK companies are the number one market research organizations in Austria and Switzerland, the number two in Sweden and the Netherlands, the number three in Denmark and Italy and the number four in France. At the end of 2002, the GfK Group employed 500 personnel in Northern Europe. This represents 10.2 per cent of the total workforce. The number of employees was down 5.3 per cent on the previous year’s figure. The Western and Southern Europe region which comprises 63 companies in eleven countries, represents the next important region for the GfK Group after Germany. With sales of EUR 196.7 million, GfK generated 35.2 per cent of its consolidated sales there. Compared to sales of EUR 171.9 million in the previous year, this represents an increase of 14.4 per cent, of which 6.5 percentage points were attributable to organic growth. The companies consolidated for the first time in 2002, which were essentially the IFR Group in France, Intercampus in Portugal and Significant GfK in Belgium, accounted for 7.3 percentage points of sales growth. Exchange gains played a minor role, accounting for 0.6 percentage points. In Central and Eastern Europe, where GfK is one of the leading providers of market research services with a total of 18 companies in 13 countries, the Group’s business development was once again very successful. Although the region only accounts for 5 per cent of consolidated total sales, making it the smallest in the GfK Group, it is also one of the most dynamic and it has grown very fast for years. The double-digit growth rates in sales and income are purely the result of organic growth. Central and Eastern Europe: key figures In EUR million Sales Western and Southern Europe: key figures 74 In EUR million Sales Operating income 2001 Actual 2001 Pro forma 2002 Actual Change in % 148.3 171.9 196.7 + 14.4 Operating income 12.0 16.4 19.7 + 20.6 Margin in % + 8.1 + 9.5 + 10.0 – Number of employees 1,409 1,666 1,787 + 7.3 Operating income for the region rose from EUR 16.4 million in 2001 to EUR 19.7 million in 2002 (+ 20.6 per cent). This increase was largely due to the first-time consolidation of the above companies. At the same time, there was an increase of 5.6 per cent in organic growth, thanks, in particular, to successful restructuring measures and cost cutting programmes. The margin increased from 9.5 per cent in 2001 to 10.0 per cent in 2002. Margin in % Number of employees 2001 Actual 2001 Pro forma 2002 Actual Change in % 23.5 23.5 28.5 + 21.1 1.3 1.3 2.6 + 97.5 + 5.5 + 5.5 + 9.0 – 579 579 634 + 9.5 In 2002, the GfK companies in Central and Eastern Europe increased their sales from EUR 23.5 million to EUR 28.5 million (+ 21.1 per cent). Operating income doubled in the same period from EUR 1.3 million to EUR 2.6 million. The margin relating to sales therefore improved from 5.5 per cent to 9.0 per cent. Central and Eastern Europe: breakdown of growth in sales and operating income Total growth + 21.1 % + 97.5 % Western and Southern Europe: breakdown of growth in sales and operating income Growth through acquisitions 0.0 % 0.0 % Organic growth Total growth + 21.8 % + 14.4 % + 20.6 % + 100.4 % Exchange rate effects Growth through acquisitions – 0.7 % – 2.9 % + 7.3 % + 14.4 % Sales Organic growth Operating income + 6.5 % + 5.6 % Exchange rate effects + 0.6 % + 0.6 % Sales At the end of the reporting period, the number of full-time employees was 634, 55 more than at the end of 2001. Operating income America – good progress As at 31 December 2002, the workforce for Western and Southern Europe stood at 1,787 employees, 121 more than the previous year. Over 100 personnel were taken on as a result of the acquisition of new companies in this region. GfK has been active in the USA through its subsidiary GfK Custom Research, since 1999. The company is part of GfK’s Ad Hoc Research division and specializes in surveys on customer satisfaction and product concepts. GfK expanded its position in the US with Martin Hamblin GfK Research, which Regions was acquired in mid-2001 and is active in the pharmaceutical segment. In this region, the GfK Group only operates in the Non-Food Tracking segment. In 2002, sales amounted to EUR 30.1 million, which is a rise of 3.1 per cent on the previous year. The growth rate is seriously affected by currency effects, which reduced sales by 6.9 percentage points. Organic growth amounted to 7.7 per cent. The only acquisition in the region, Informark in Australia, contributed 2.3 percentage points to sales growth. In America, the GfK Group achieved consolidated sales of EUR 40.4 million. Compared with the previous year, this is an increase of 9.7 per cent. Net of currency effects amounting to -5.8 percentage points, organic growth amounted to 8.5 per cent. Asia and the Pacific: key figures America: key figures In EUR million MANAGEMENT REPORT 2001 Actual 2001 Pro forma 2002 Actual Change in % 36.8 36.8 40.4 + 9.7 Sales Operating income Margin in % Number of employees 1.5 1.5 3.1 + 112.1 + 4.0 + 4.0 + 7.7 – 135 135 138 + 2.2 In EUR million Sales Operating income Margin in % Number of employees 2001 Actual 2001 Pro forma 2002 Actual Change in % 29.2 29.2 30.1 + 3.1 2.2 2.2 3.0 + 40.2 + 7.4 + 7.4 + 10.1 – 302 302 355 + 17.5 75 Operating income more than doubled during the period under review. After income of EUR 1.5 million in the previous year, this figure rose to EUR 3.1 million in 2002. The majority of this growth was organic. Currency effects reduced the increase in income by almost 6 percentage points. The margin relating to consolidated sales almost doubled from 4.0 to 7.7 per cent. Despite unfavourable exchange rates, the region improved its operating income in the reporting year from EUR 2.2 million to EUR 3.0 million. This pleasing increase of 40.2 per cent was largely organic. The rise in the margin was also high, up from 7.4 per cent to 10.1 per cent. Asia and the Pacific: breakdown of growth in sales and operating income America: breakdown of growth in sales and operating income Total growth Total growth Growth through acquisitions + 3.1 % + 40.2 % + 2.3 % + 3.5 % + 9.7 % + 112.1 % Organic growth Growth through acquisitions + 7.7 % + 7.0 % + 44.2 % + 43.1 % Exchange rate effects Organic growth – 6.9 % – 7.5 % + 8.5 % + 74.7 % Exchange rate effects Sales Operating income – 5.8 % – 5.7 % Sales Operating income At the year-end, the GfK Group employed 138 full-time staff in America. The figure remained almost unchanged from the previous year. At the year-end, there were 355 people employed in the Asia and Pacific region, an increase of 53 over the previous year. The GfK network – further expansion In 2002, the GfK Group continued to expand its international network. The following table lists the main activities in 2002. Asia and the Pacific – currency effects countered by strong growth The Asia and Pacific region comprises 17 GfK companies, branches and participations in 13 countries including Australia, China, Indonesia and Japan. 76 Company Region Division Classification GfK-Belgrade Serbia and Montenegro Central and Eastern Europe Consumer Tracking Ad Hoc Research Establishment GfK MACON, Germany Germany Ad Hoc Research Acquisition IFR-Group, France Western and Southern Europe Non-Food Tracking Acquisition Significant GfK, Belgium Western and Southern Europe Ad Hoc Research Acquisition m2A, France Western and Southern Europe Other (Healthcare) Acquisition Strateji GfK, Turkey Central and Eastern Europe Ad Hoc Research Acquisition Indicator GfK, Brazil America Ad Hoc Research Acquisition Informark, Australia Asia and the Pacific Non-Food Tracking Acquisition ORG-GfK Marketing Services, India Asia and the Pacifik Non-Food Tracking Increase in shareholding Intercampus, Portugal Western and Southern Europe Ad Hoc Research Increase in shareholding ProCon GfK, Turkey Central and Eastern Europe Non-Food Tracking Ad Hoc Research Increase in shareholding GfK HealthCare, Germany Germany Other (Healthcare) Inclusion/ demerger GPI Kommunikationsforschung, Germany Germany Other (Healthcare) Inclusion/ demerger 5. Risk report The GfK Group ranks fifth among the world’s leading market research institutes. The Group intends to carry on taking every opportunity to improve its market position through continuous growth. However, seizing opportunities also entails running risks. By identifying material risks at an early stage and taking appropriate countermeasures, GfK is in a position to make commercially sound use of the opportunities which present themselves. All aspects of risk management are incorporated in a comprehensive early risk warning system, which GfK has operated for several years and is constantly developing. As in the past, so this year too, the Group’s auditors have confirmed the effectiveness of this system. Risk management system – comprehensive and integrated Thanks to its integrated risk management system, the GfK Group is able to identify and manage strategic and operational risks at the level of the individual GfK companies, the level of the four business divisions and at Group level. The core of the system is the annual risk inventory, which covers the development of the risks identified in the previous year, determines newly emerged risks and lays down specific countermeasures. Exceptional risk reporting ensures that the Management Board is kept informed of risks at shorter intervals. In addition, a range of planning, forecasting and reporting instruments for early risk identification has also been in place at the GfK Group for many years. The relevant processes and responsibilities are laid down in the Group’s Risk Management Manual, which was updated and expanded in 2002. The individual risk areas are detailed below. Individual risks – take precautions and weigh up the odds Economic risks. The poor economic situation continued throughout the period under review. Despite the difficult economic conditions however, the GfK Group achieved its targets in 2002 and held its own against the competition. The weak economy led to an increase in bad debts due to client insolvency but these remained at a low level during the past financial year and did not affect the liquidity position of the Group. Sector risks. The continued poor performance of the economy has again confirmed that the market research sector is less prone to cyclical fluctuations than the marketing and advertising sectors. Moreover, as GfK operates worldwide and offers a comprehensive range of market research services, it is able to compensate for fluctuations in orders in one area, such as the Media division is currently experiencing in Germany due to the difficult print media industry at the present time, through increases in other sectors and regions. Although GfK has many leading international manufacturers of consumer goods as clients, its dependence on major clients overall is quite small. GfK’s top ten customers account for no more than around sixteen per cent of worldwide Group sales. The ongoing process of concentration through mergers and company takeovers has resulted in the marketing budgets of some clients being reduced. GfK has taken measures to counter this by intensifying new business acquisition and extending its range of services. The Management Board is closely following the increasing tendency towards concentration in the market research sector. It assesses the potential risks and opportunities and takes account of them in appropriate strategic measures. Risk report Operating risks. Qualified and motivated personnel are the biggest asset of any successful company in the service sector. During the past year, GfK once again introduced numerous measures designed to increase the satisfaction and qualifications of its employees even further. These included the employee survey conducted once again within GfK companies in Germany, the second project under the Excellence programme for the promotion of young executives worldwide and EUR 5 million invested in training and continuous professional development. Given the economic situation, there was less pressure on the labour market during the past year, which in turn reduced personnel related risks by comparison with previous years. On the other hand, cost pressures continued to intensify during 2002. With discount competitors offering services at dumping prices to gain a foothold in the market, clients proved more price-sensitive than in recent years. At the same time, there was an increasing demand for cost-intensive consultancy services and integrated data solutions. To remain competitive and succeed in the market, GfK responded to these developments with continuous process optimization, cost-cutting programmes and a high degree of innovation throughout the Group. GfK also took account of the increasing demand from internationally operating clients for standardized cross-border information services by targeted expansion in the relevant markets and regions. Financing risks. The financing of the GfK Group is essentially provided by GfK AG. In addition, subsidiaries have taken out their own loans to a small extent. Overall, net indebtedness of the GfK Group is at a low level. GfK AG has short-term credit facilities from banks amounting to almost EUR 100 million, only just under 20 per cent of which had been used at the year-end. In addition, innovative GfK AG projects were promoted by the Kreditanstalt für Wiederaufbau (KfW) within the framework of the ERP Innovation Programme. As at 31 December 2002, this support was valued at EUR 2.9 million. There is the possibility of calling up additional funds from this programme. In addition to borrowings, GfK AG has the option to obtain additional equity through its authorized capital of 8.2 million no-par shares. Further liquid funds are available within the Group. MANAGEMENT REPORT Financing is therefore available on a broad and secure basis. As surplus liquidity is only used for near-money market investment and a share position was completely unwound, there are no risks from a fall in the equity markets. Currency risks within the GfK Group remained limited in 2002, because 63 per cent of consolidated sales was generated by companies in the euro zone. Currency risks arising from third party obligations exceeding a certain figure are hedged through appropriate futures contracts. To hedge future dividend income in Swiss francs, a crosscurrency swap was arranged which, at the reporting date, showed a negative market value and was taken into account under expenses. Legal risks. The obligatory social security already introduced for interviewers in many European countries is set to be extended to other countries. This will increase the Group’s cost burden. At the present time, there are no significant risks in respect of pending legal actions or compensation claims. IT and other risks. The security and constant availability of data are prerequisites for a company selling informationbased products. For that reason, GfK has taken extensive precautions over the years to guarantee high standards of IT security. In addition, the Group conducted a comprehensive security check in 2002. The Chief Information Officer (CIO) has the task of ensuring effective coordination and optimization of IT strategies and IT security concepts throughout the Group. GfK is currently also developing a disaster recovery plan, which will incorporate existing security concepts and add further components and is not limited to IT. The acquisition of new companies and their integration into the Group is always associated with risks. GfK prepares for such risks by extensive due diligence checks prior to any acquisition and by acquisition supporting measures. The specialist team available for this purpose can be backed as necessary by outside consultants. Comprehensive integration plans facilitate the smooth integration of new companies into the GfK Group. 77 Overall risk – countering economic risks • improvement and updating of existing instruments The main risks facing companies today stem from the unfavourable global economy. However, even in these difficult times, the GfK Group has held its own in the market. Moreover, the Group’s equity ratio remains high (38.7 per cent), contributing to a considerable reduction in the risk position. • development and application of multivariate analysis methods In summary, there are no risks at present which could jeopardize the continued existence of the Group. In addition, many different GfK companies have their own departments responsible for the development, standardization and optimization of services and survey and production procedures. 6. Research and development 78 As one of the world’s oldest established and most successful market research organizations, GfK has made decisive contributions to the development of innovative methods and instruments in this field. These range from the purchasing power indicators, which were GfK’s first ever product and the first standardized market research instrument used in Germany, right up to Radiocontrol, an instrument for the electronic measurement of radio and television ratings, which was first used on behalf of clients worldwide in 2001. Aims and organization – continuous innovation For GfK, innovation and the continuous improvement of its instruments for information gathering, analysis and delivery are strategic goals. By these means, the Group seeks to respond proactively to the ever increasing demands of its clients and to stay ahead of its competitors by achieving a leading position in terms of the quality, innovation and efficiency of its instruments and services. A characteristic feature of many of the GfK Group’s R&D projects is that they are planned and implemented in cooperation with its clients. The newly developed instruments and procedures for these projects are then tested and validated and finally established as standard services. GfK has a central method and product development department (GfK Methoden- und Produktentwicklung) staffed by 18 statistics specialists and method experts with responsibility for the following tasks: • development of new market research methods and services • design and programming of production software for new instruments • validation and reliability testing of new instruments and services • advice and support for special statistical questions. Finally, Telecontrol, a Swiss-based GfK subsidiary, specializes in the development of hardware and software for TV and radio ratings research. GfK – which itself originated from the University of ErlangenNuremberg – cooperates with academic and research institutes in Europe and the USA. Since 2001, it has been a member of the renowned Marketing Science Institute in the USA. As regards innovation in the field of information and communication technology, GfK was involved in significant new developments in 2002 in the following areas: • data collection technology • data analysis procedures • market research services • information management. Data collection technology – miniaturization and high-tech The Consumer Tracking division has developed a new platform, the Electronic Consumer Panel Online (ECPO), which is capable of gathering information on the purchasing behaviour of households and individuals by means of a whole range of electronic technologies such as Internet applications, Personal Digital Assistants (PDAs), mobile phones etc. The testing of new applications of this kind of data collection technology is currently in progress at GfK subsidiaries in Sweden and Switzerland. The new procedures are all compatible with aTRACKtive, the production platform presently being introduced throughout Europe. Research and development MANAGEMENT REPORT Data analysis procedures – added value through data merging and integration The Ad Hoc Research division also tested and introduced new services in 2002, including: During 2002, GfK was intensively involved in the further development and testing of data merging technologies. This Integrated Intelligence work is intended to compile the research findings and panel information from various Group divisions, which can then be used for complex client marketing surveys. • a new module for the BASS (Brand ASsessment System) service package to determine the financial value of brands. The paper on the methodological principles of the measurement procedure was rated the best method contribution of the year at the 2002 annual conference of ESOMAR, the European market research association. In addition to tried and tested instruments for analysis such as MOVE, GfK has developed further Integrated Intelligence instruments for detailed analysis of target groups and results monitoring. These include, for example, the Gain and Loss Forecast, a qualitative instrument for target group segmentation, as well as a series of procedures for the construction of complex, client-specific cause and effect analyses to illustrate the success of media and marketing activities. • two instruments developed on game theory assumptions and procedures permitting, on the one hand, consumer goods manufacturers to optimize the extension of brand families and, on the other, the retail and branded article industry to determine the key factors of satisfaction and dissatisfaction for customer loyalty management. 79 Another innovative tool developed by GfK in the context of its Integrated Intelligence work is the CSS® questionnaire splitting procedure, which considerably reduces the costs associated with oral and written surveys. Market research services – efficiency and added value in marketing During the course of 2002, GfK’s Consumer Tracking division developed and introduced a number of new services within the framework of the ConsumerScan panel. • Following the abolition of Germany’s Discount Act, promotions and customer loyalty campaigns conducted directly where consumers make their purchasing decisions are set to become increasingly important for marketing. These activities are now recorded and presented in ConsumerScan. • Micro-geographical localization of ConsumerScan panel households: electronic navigation systems are used to provide additional information on households (e.g. to show how many minutes it takes them to get to their nearest food retail outlet). This information provides users with new opportunities to build up a picture of the attractiveness and sales potential of outlets. • Extensive tests were carried out with ConsumerScan panel households in Germany headed by non-German nationals and a representative sample of 1,000 households set up which, with effect from 2003, will be reporting on their purchases of fast moving consumer goods. Information management – full service round the clock In the year under review, GfK also continued the intensive development of two of its core production and analysis systems and tested these in cooperation with its clients. Both systems are modern, complex data warehouse and software systems that can be used on a decentralized basis. They offer clients the possibility of direct access to GfK’s databases. The first project, aTRACKtive.web, relates to the ConsumerScan panel operated by GfK Consumer Tracking. Major ConsumerScan clients are already accessing GfK’s databases directly. The second project, S*T*A*R*T*R*A*C*K (System to Analyze and Report on TRACKing data), relates to the administration and analysis of information on electronic consumer goods, for which the Non-Food Tracking division continuously gathers retail sales data. Developed as a top priority during 2002, the system is designed to take over all internal data management functions with effect from 2003. In addition, it will function as an interface for worldwide interaction with clients and the cooperating retailers. Launched last year and now in regular operation worldwide, the Premium Site of the Non-Food Tracking division (www. gfkms.com) is a web-enabled platform which provides clients with direct access to GfK databases. 7. Employees Number of employees – main increases abroad At the year-end, the GfK Group employed 4,879 staff, 226 more than in 2001 (+4.9 per cent). Number of employees in Germany and abroad Number of employees (Full-time) 2001 Actual 2001 Pro forma 2002 Actual Change in % In Germany 1,443 1,443 1,465 + 1.5 Abroad 2,953 3,210 3,414 + 6.4 Total 4,396 4,653 4,879 + 4.9 As in previous years, the size of the workforce employed by GfK companies rose abroad in particular, with a 6.4 per cent increase, or 204 new employees. This was largely due to the acquisition of the IFR Group in France in the Non-Food Tracking division and of Significant GfK in Belgium and Intercampus in Portugal in the Ad Hoc Research division. 80 Number of employees in Germany and abroad by region 3% 7% 13 % In % Full-time Germany 30 1,465 Northern Europe 10 500 Western and Southern Europe 37 1,787 Central and Eastern Europe 13 634 3 138 30 % 37 % 10 % America Asia and the Pacific Total 7 355 100 4,879 The largest increase in the number of employees (+17.5 per cent) came in Asia and the Pacific. The causes were the acquisition of Informark in Australia and a higher personnel requirement in China. The next largest regional increases came in Central and Eastern Europe (+9.5 per cent) and Western and Southern Europe (+7.3 per cent). Number of employees by division 11% 18 % 28 % 36 % Staff turnover – a further reduction The rate of staff turnover at GfK companies in Germany, expressed as the rate of notices given by employees to the total number of employees, was 3.6 per cent in 2002 and therefore significantly lower that the figure of 6.5 per cent in the previous year. Personnel marketing in Germany – recruiting and retaining staff A key aspect of personnel marketing activities in 2002 was to present GfK to graduates in a contemporary and professional way, beginning in May 2002 with the new recruitment section on the GfK website. This was followed by a new corporate image brochure targeted at graduates and trainees, a new design for job advertisements and a new presentation for fairs and other events. In addition, marketing efforts were intensified to cover the Group’s medium and long-term requirement for qualified specialist and management personnel. As well as visiting graduate fairs, GfK acted for the first time as sponsor of Access, a two-day marketing recruitment workshop, directly addressing highly qualified graduates and final year students, who have the potential to apply for junior GfK consultant posts. Thanks to GfK’s professional approach, interesting presentations and challenging case studies, the Group resulted the most attractive employer represented at the event in a subsequent poll of well over 100 participants. Excellence – promoting young high-fliers In % Full-time Consumer Tracking 18 863 Non-Food Tracking 28 1,394 Media Ad Hoc Research 7% Broken down by business division, at 13.0 per cent the biggest increase in employee numbers came in Non-Food Tracking, the main causes for the rise being the acquisition of the IFR Group and additional recruitment in Asia. There was also a relatively large increase in Consumer Tracking (+9.5 per cent) due to the insourcing of 75 data recording personnel. By contrast, staff numbers remained virtually unchanged in the Ad Hoc Research and Other divisions. It was only in the Media division that the number of employees decreased by 6.5 per cent. 7 345 36 1,745 Other 11 532 Total 100 4,879 To promote integration within the Group as well as cross-company mobility and flexibility of senior executives, GfK has established Excellence, its Improvement Program for Management and Employees Leadership to identify, promote and retain young high-fliers. The intention is to intensify intercultural exchange within the GfK Group through strategic projects across countries and companies. In September 2002, the first Excellence team presented to the Management Board the GfK Group Corporate Values, which were developed in less than a year. Since October 2002, the second Excellence team has taken over the task of drafting proposals for Management Guidelines. Company Survey 2002 – taking employees’ opinions on board In November 2002, after a two-year interval, GfK conducted another survey of employees throughout Germany. The participation rate was 74 per cent, compared with 73 per cent for the previous survey in 2000 and the overall results were satisfying. They will be communicated throughout the Group in spring 2003 and will be discussed in workshops. TOPIC – supporting the management TOPIC (Top Objectives on Personnel Improvement and Commitment), an initiative launched in Germany, is aimed at supporting the management in specifying qualitative management objectives. The initiative was actively and consistently continued in 2002. In conjunction with the Company Survey 2002, TOPIC has helped to give important pointers to the measures needed to promote and retain employees of GfK companies in Germany. PEAK – promoting employee development To identify and promote qualified and motivated employees, GfK Panel Services Consumer Research in Germany has introduced a programme for work with junior marketing and research consultants. The Personnel Encouragement and Assessment Kit (PEAK) is intended to enhance the company’s image as an attractive employer and to target the training of junior marketing and research consultants effectively towards subsequent application in a customer-facing role. An additional focus is to develop a transparent, performance-based promotion policy which will make junior marketing and research consultants even more loyal to the company. After its excellent start at GfK Panel Services Consumer Research, PEAK is now setting an example for other GfK companies. MANAGEMENT REPORT SEEK – evaluating and encouraging employees After extensive development in 2001 and 2002, GfK will introduce a new Staff Evaluation and Encouragement Kit (SEEK) in a pilot scheme in two major subsidiaries during 2003. Essentially, SEEK is based on a detailed list of personal success criteria, according to which each employee is appraised. GfK has developed this precision instrument to enable the management to promote employees effectively. Occupational pensions in Germany – offering alternatives As state pensions are set to shrink in the future, occupational pension schemes are becoming increasingly important and indeed have been promoted by the government since 2002. GfK encourages its employees to make provision for their old age, giving them the opportunity to pay part of their salary free of tax and social security into an occupational pension scheme. Within certain limits, GfK pays a supplement of 10 per cent on the contributions to the pension fund. Employees have a variety of options and combinations to choose from. In addition, GfK employees have the possibility of opting for a private Riester pension on favourable terms through a group life insurance policy. Human resources – harmonizing personnel marketing at international level Since 2001, the Personnel Services department has been organizing a human resources meeting attended by personnel managers from GfK companies in various European companies. This initiative has two objectives, to develop a common personnel policy and to produce guidelines on staff exchanges. Since 2002, Personnel Services has also had an international human resources project group available to coordinate international activities and launch new initiatives. Job applications – increase in online candidates Although GfK advertised fewer posts in 2002 than the previous year, it received almost the same number of applications. This is one sign of the success of the marketing measures introduced in previous years. Most of the applicants were interested in jobs advertised on the GfK website. At the same time, the number of unsolicited applications remained as high as ever. 81 8. Organization and administration In addition to its 15 branches in Germany, the GfK Group has 120 subsidiaries and participations in 50 countries worldwide. GfK AG acts both as a holding company and as an operating unit. The Group has its head office in Nuremberg. Management Board members and their responsibilities. The Chief Executive Officer is responsible for Strategy, Investor Relations, Internal Audit and Public Affairs and Communications, as well as GfK Produkt- und Methodenentwicklung, GfK Data Services and GfK Business Solutions & Processing. With his appointment on 1 April 2002, the new Chief Financial Officer took over Central Services, Financial Services and Personnel Services, all of which were previously also headed by the CEO. 82 GfK is organized on a matrix basis, with each of the four divisions Consumer Tracking, Non-Food Tracking, Media and Ad Hoc Research under the responsibility of one Management Board member. In addition, the members of the Management Board are responsible for certain regions. The healthcare services activities are allocated to the Management Board member responsible for Consumer Tracking. The managing directors report directly to the Management Board members responsible for their area. Each business division has its own Management Board, to which a number of specialist international teams is assigned. The task of the Board members is to develop divisional strategies and to allocate resources for international projects. Centralized services. GfK AG’s Group Services comprises the following central administrative departments : • the Financial Services department that includes Group Accounting and Group Financial Controlling functions as well as the Investor Relations and the Public Affairs and Communications departments, all of which have global responsibility. • the Financial and Operational Accounting functions of the Financial Services department, as well as Central Services and Personnel Services have authority for Germany only. Outside Germany, these functions are the responsibility of the local GfK companies. In 2002, the Group appointed a Chief Information Officer (CIO), whose task is to harmonize the IT Services worldwide and to develop standards to optimize costs and procedures for the purchasing of hardware and software and for organizing the network environment. The CIO reports to the CEO. Sub-holdings. The GfK Group has major sub-holdings in the following countries: • Austria for most of the GfK companies in Central and Eastern Europe • Netherlands for all of the Intomart companies • Switzerland for the companies of the IHA-GfK Group • USA for the GfK companies incorporated there • Singapore for all of the companies of the Non-Food Tracking division in Asia and the Pacific. Client base. GfK has a large number of clients worldwide, including major manufacturers of fast moving branded consumer goods and durables. No single client accounts for more than 3 per cent of sales. The 50 biggest clients account for 38.7 per cent of sales. Of these top clients, 39 use GfK as a full-service company, relying on the services of at least two of GfK’s business divisions. 9. Purchasing Most of GfK’s purchasing concerns project-related services and is carried out locally. The main item is raw data bought in from other service providers. GfK has laid down guidelines for the procurement of goods and services to ensure quality and cost efficiency and to make optimum use of synergies. Multi-year leases, service and rental agreements are regularly checked and re-tendered. The price and quality of the services and materials purchased are constantly monitored. Additional cost savings have been achieved thanks to the guidelines and recommendations on the design of brochures and presentation and other materials implemented in 2001 and 2002. Finally, the appointment of a Chief Information Officer for IT services in 2002 marked an important step towards developing worldwide standards for network organization and the purchasing and maintenance of hardware and software, which not only satisfy the high security and reliability requirements for GfK operations but which also ensure optimum cost efficiency. Social commitment 10. Environmental protection GfK operates a policy of positive action with regard to environmental protection. In Germany, its environment officer, Central Services and IT Services ensure that the GfK companies and employees are careful and thrifty in their use of natural resources. As a practical implementation of this policy, GfK has opted over recent years to switch over from paper documentation to the use of electronic media for as many of its communications and administrative processes as possible. These include: • processing internal administrative procedures for purchasing, ordering, travel and personnel management in Germany • archiving divisional, company and project-related resources on the Intranet • providing clients with online access via portals to the databases and the survey results of the Consumer Tracking, Non-Food Tracking and Media divisions. A similar solution for the Ad Hoc Research division is in the process of implementation. In general, GfK seeks to comply with environmental standards in the procurement, use and disposal of work materials and office equipment. GfK employees are urged by means of guidelines and recommendations to act in an efficient and environmentally responsible manner when procuring and disposing of materials. 11. Social commitment Success and a sense of responsibility go hand in hand. As a successful market research group and as a company listed in the Prime Segment on the stock exchange, GfK is committed first of all to its clients, employees and shareholders. Beyond this obligation, however, GfK considers that its success also represents a challenge to take part in initiatives which serve the common good. As Germany’s oldest established market research institute, which has its roots in academic research, and as one of the oldest surviving independent market research companies in the world, GfK focuses its commitment on the following aspects: • social, cultural and sports projects in the Nuremberg region, the location in which the company was founded and has its head office, aimed in particular at young people in schools and public institutions. • the promotion of academic institutions and professional associations, particularly in relation to training, basic research and further development in the field of market research. MANAGEMENT REPORT In certain areas, the GfK Group cooperates with GfK Nürnberg e.V., the main object of which is the promotion of science. The projects described below all illustrate GfK’s ongoing commitment over a long period of time. No reference is made to the Group’s one-off campaigns in response to particular events, such as the disastrous floods in Germany, Austria and the Czech Republic last year. Social commitment – active involvement and financial support Medicine Education Africa in Tanzania. Through its English subsidiaries, GfK has committed itself to a medical development project in Tanga, an agricultural region of Tanzania on the border with Kenya. The objective is to set up and maintain a medical infrastructure in the outlying parts of this region, which are far from any doctor or hospital. In each village, one person is provided with basic medical training and a small stock of medicines. Home for children and young people at Reutersbrunnenstraße, Nuremberg. For the last three years, GfK has been sponsoring the home for children and young people at Reutersbrunnenstrasse in Nuremberg, one of the oldest establishments of its kind in Germany. The home provides shelter for around 50 children who are separated from their parents for various reasons. It also has an emergency flat which can provide temporary refuge for up to ten children. United Way, Minneapolis, USA. For over twenty years, the Group’s American subsidiary, GfK Custom Research, has been supporting United Way, an organization which provides various social and charitable services in Minneapolis. A major part of the financial commitment comes from voluntary work by the employees of GfK Custom Research. Every employee is given eight working hours’ leave to devote to a charitable initiative. Academic commitment – training market researchers In 2002, GfK extended for a further three years the contract it had concluded with the University of Erlangen-Nuremberg three years earlier to provide financial and technical support to the University’s Market Information Management department. The funding relates to an interdisciplinary project jointly developed by GfK and the University to prepare business administration students for the complex requirements of modern market research work. 83 Cultural commitment – poster art and children’s theatre 13. Outlook Permanent loan to the Germanisches Nationalmuseum. After a preliminary phase of three years, a collection of around 10,000 advertising posters from the period 1890-1960 in the possession of GfK-Nürnberg e.V. and the Nürnberger Akademie für Absatzwirtschaft was contributed to the Nuremberg Poster Collection and placed on permanent loan with the Germanisches Nationalmuseum. The economy and the industry – dealing with uncertainty Children’s theater in the Nuremberg region. In 2002, GfK acted for the second time as chief sponsor of Panoptikum, a children’s and young people’s theatre festival, at which 20 theatre companies from seven European countries presented a variety of productions in Nuremberg over a one-week period. In addition, GfK provides a Nuremberg-based children’s and young people’s theatre with ongoing material support. 84 Commitment to sport – Nuremberg city run In 2002, GfK for the first time was one of the main sponsors of the Nuremberg city run, which takes place every year through the old town and neighbouring districts. The runners included more than 120 GfK employees and family members. GfK will be continuing its social, economic and cultural commitment over the coming years. 12. Major events since the 2002 financial statements Following the change in the segmentation of equities on the Deutsche Börse in 2003, GfK shares are now listed on the SDax. With effect from 24 March 2003, the MDax was reduced from 70 to 50 stocks. According to the rankings published by Deutsche Börse on 31 January 2003, GfK was in 58th place on the basis of market capitalization and 68th on the basis of share volume traded. On the SDax, which like the MDax includes 50 stocks, GfK is ranked 7th. As many investors in GfK shares are industry rather than indexoriented, GfK does not expect that the change will have any significant adverse impact in the long term. For institutional investors, the main interest in GfK is as one of the leading companies in the field of market research. The experts are currently very cautious when it comes to forecasting how the economy will develop in 2003. A great deal depends on how matters develop in the Iraq conflict and their impact on the political situation in the Middle East. According to one forecast produced by the Deutsches Institut für Wirtschaftsforschung (DIW), at the beginning of the year, economic growth of 2.5 per cent in real terms is expected for the USA, with 1.4 per cent forecast for the euro zone and 0.6 per cent for Germany. For the market research sector, growth forecasts for the next two years are also on the conservative side. Morgan Stanley and Crédit Lyonnais predict growth of 3 per cent for 2003 and 4 per cent for 2004. The situation regarding incoming ad hoc orders in the Media division is likely to remain difficult, especially for print media, which will probably continue to be affected by reductions in print runs and advertising. This also includes services relating to continuous advertising success monitoring. However, should the economy pick up in the current year after all, it is precisely these services which offer great potential for growth in the short term. Investment – investing in innovation In order to retain its leading position as an innovative group, GfK will once again be making major efforts in 2003 to optimize existing processes and technologies and to develop and implement new methods and instruments. To achieve this strategic objective, provision has been made for replacement and expansion investment in the order of EUR 24 million. This figure does not include financial investment to complete the international network, expenses for the establishment and expansion of panels, the costs of modifying and supplementing software and other outlays, which are charged directly to expenses as “soft facts” at the GfK Group. Financing and liquidity – using the optimization potential The financing potential of the GfK Group has been placed on a broad and solid basis. GfK AG, which is mainly responsible for Group financing, has ample credit lines available. These facilities are called on predominantly for short-term use and on the basis of variable financing. For 2003, measures are in preparation to secure the existing low level of interest over the medium term. Outlook In addition to its credit lines, the GfK Group can draw on EUR 52.5 in cash and short-term securities. Measures are also in preparation to centralize these liquid funds in order to further improve net interest income. Medium-term capital is required almost exclusively for financing of acquisitions, which is matched to the relevant periods. In this regard, apart from the credit lines, the Group has abundant self-financing capacity from its free cash flow and authorized capital of 8.2 million no-par shares. GfK will therefore be able to maintain its sound equity ratio in the future. Research and development – integrating technological progress During 2003 and 2004, R&D will be focusing on: • further developing electronic measurement devices for the continuous monitoring of consumer behaviour and media reach • refining data merging techniques and developing valid standard services for clients’ new and complex marketing issues • improving data management and data warehousing instruments, particularly in the Ad Hoc Research division. Purchasing: focusing on IT and communication In the purchasing of materials and services during 2003, GfK will be pursuing the optimization efforts already introduced and expanding them to the whole Group. This applies particularly to IT and communication systems for which national and international benchmarking processes for hardware and software and for maintenance agreements have been introduced. Organization – alignment with the Corporate Governance Code MANAGEMENT REPORT Employees – internationalizing human resources strategy In addition to the continuation of the national human resources strategy, there will be a further intensification of the efforts begun in 2002 to extend the use of the existing and jointly developed human resources instruments in the GfK Group worldwide. In particular, special measures will be developed to optimize the exchange of personnel within the GfK Group. GfK Group – outperforming sector growth GfK sees good potential for growth within the overall economic situation. Positive pointers in this direction are incoming orders and the high proportion of long-term contracts already concluded. With no change to the scope of consolidation, GfK is expecting sales to rise by more than 5 per cent to around EUR 590 million in 2003. In addition to organic growth, GfK also intends to generate further growth through acquisitions and the expansion of participations. As in the previous year, GfK expects EBIT after income from participations to rise faster than sales. The Group is expecting to achieve a margin of around 10 per cent. For GfK, 2003 has got off to a promising start. As at 1 January 2003, overall orders on hand stood at EUR 167.4 million, 12.7 per cent up on the same time last year. Taking into account the order book position for the current financial year and sales so far recognized, GfK has already achieved 48 per cent of its sales target of EUR 590 million. The corresponding value for last year was 47 per cent. Business divisions – improving margins GfK expects to see the four business divisions Consumer Tracking, Non-Food Tracking, Media and Ad Hoc Research increase both their sales and their operating income. The following figures relate only to the development of the companies consolidated as at 31.12. 2002. In line with the requirements of the German Corporate Governance Code, plans are in place to optimize all measures required to shorten the times for preparation and publication of the financial statements of GfK AG and the Group in 2003. For Consumer Tracking, GfK is anticipating sales growth of around 6 per cent with a clear rise in the margin to around 4 per cent. Measures implemented in 2002 to optimize and standardize data collection and analysis throughout Europe using aTRACKtive will contribute to this development. Corporate structure – strategic coordination The activities of the GfK Group in the Healthcare segment will come under Consumer Tracking from January 2003. This corresponds to the existing allocation of responsibility. The activities of Martin Hamblin GfK HealthCare in the UK and the USA reported under the Ad Hoc Research division As in the past, GfK will continue to pursue its integration strategy. Following the takeover of all of the shares in the companies acquired, these companies are consolidated into larger efficient units and restructured into strategic groups. and the healthcare activities reported under Other, will 85 also be reclassified accordingly. In 2002, these activities posted sales of around EUR 32 million and a rise of around 8 per cent is forecast for 2003. A margin of over 10 per cent is assumed. For the Non-Food Tracking division, the company is expecting double-digit growth in sales and a rise in the margin over 2002. In addition to expansion into new countries, the launch of information services on new product and market segments comprises the main focus of activity. In the Media division, GfK is benefiting from the contracts either extended or won in 2002 to measure TV and radio ratings. On the other hand, the company is assuming that demand in the print sector will remain weak. This limits growth potential in the division. However, sales should rise by more than 3 per cent. GfK is anticipating that the margin will be well over 10 per cent and therefore above the margin for the previous year. 86 Adjusted for the reclassification of the healthcare activities, sales in Ad Hoc Research may be critically affected by economic trends. GfK is therefore expecting only a slight increase in sales. The earnings margin should be higher than in the previous year. The synergies arising from the companies acquired in recent years will play a greater role here. In the Other division, GfK is anticipating a drop in sales to around EUR 10 million and slightly negative income from the internal services sector. The reason here is the planned reclassification of the healthcare activities. Strategy – targeted expansion of the network Thanks to being ranked number 5 among market research institutes worldwide, the GfK Group is very well positioned. The objective of future acquisitions is to make the best possible use of the growth opportunities of the business divisions. In Consumer Tracking, GfK is well placed throughout Europe and will be looking for growth through extending its existing alliances and expanding the healthcare services. In Non-Food Tracking, where GfK is the world leader, the policy of global expansion will once again be pursued. In Media, GfK intends to expand its European network. In Ad Hoc Research, the largest of the divisions, GfK plans to strengthen its presence above all in North America and Europe. As in previous years, GfK will continue its practice of initially acquiring a stake in a company and then proceeding to gradually take it over completely. This gradual approach ensures that the previous owners and employees continue to work for the development of “their company” even within the GfK network. The fundamental aim of GfK’s acquisition strategy is to build on its position as a “pure player” in the market research field. To achieve this, the service range will be extended to include consultancy services based on GfK’s extensive market research knowledge and expertise. Outlook MANAGEMENT REPORT 87 88 FINANCIAL STATEMENTS AND NOTES FOR THE GfK GROUP 90 Consolidated income statement 91 Consolidated balance sheet 92 Consolidated funds statement 93 Changes in consolidated shareholders’ equity 94 Notes to the financial statements for financial year 2002 94 General information 94 Methods of consolidation 94 Currency conversion 94 Accounting and valuation methods 98 Scope of consolidation and major acquisitions 100 Notes to the consolidated income statement 103 Notes to the consolidated balance sheet 104 Consolidated fixed assets schedule 110 Proposed appropriation of profits 114 Segment reporting 114 Pro forma statements in accordance with SFAS 141 115 Changes on the previous year 118 Employees 119 Total remuneration and shares of the Management Board and Supervisory Board 120 Supervisory Board 121 Management Board 121 Declaration concerning the Corporate Governance Code 122 Shareholdings of the GfK Group 127 Auditors’ report 89 Consolidated income statement for the period 1 January to 31 December 2002 in EUR’000 Sales 2001 23., page 114 Cost of sales Gross income from sales Selling and general administrative expenses Operating income Other income less other expenses 559,373 – 394,831 140,515 164,542 – 110,214 – 117,287 30,301 47,255 1., page 100 – 14,543 – 3,627 15,758 43,628 2., page 100 EBIT after income from participations 3,716 6,378 19,474 50,006 Net interest income 3., page 101 125 – 2,329 Net other financial income 4., page 101 – 15,674 – 2,396 3,925 45,281 – 10,215 – 15,277 Result from ongoing business activity 90 482,132 – 341,617 23., page 114 EBIT before income from participations Net income from participations 2002 Taxes on income and earnings 5., page 101 Income from the initial application of SFAS 133 Consolidated total income before minority interests Minority interests’ share of total income Consolidated total income Earnings per share, undiluted (in EUR) The Notes below form an integral part of the consolidated financial statements. 6., page 103 136 0 – 6,154 30,004 1,413 – 4,331 – 4,741 25,673 – 0.18 0.98 Consolidated balance sheet F I N A N C I A L S TAT E M E N T S Consolidated balance sheet as at 31 December 2002 in EUR’000 31.12.2001 31.12.2002 Assets Intangible assets 7., page 103 112,206 163,048 Tangible assets 8., page 106 64,108 69,718 Financial assets 9., page 106 32,268 31,040 page 104 208,582 263,806 1,530 1,519 10., page 107 121,769 119,336 Other accounts receivable and other assets 11., page 107 10,916 16,351 Securities 13., page 108 8,054 7,350 47,555 45,167 189,824 189,723 page 102 9,075 9,324 14., page 108 5,586 6,701 Total assets 413,067 469,554 of which short-term 196,639 197,819 Subscribed capital 66,872 66,872 Capital reserve 87,098 87,098 6,366 27,357 Fixed assets Inventories Trade receivables Liquid funds Current assets Deferred taxes Prepaid expenses 91 Shareholders’ equity and liabilities Retained earnings Other comprehensive income Shareholders’ equity page 109 2,791 177 15., page 108 163,127 181,504 6,535 17,623 Minority interests Provisions 16., page 110 61,945 69,636 Financial liabilities 17., page 111 53,365 72,882 Trade payables 18., page 112 33,229 36,318 52,384 56,015 Liabilities on orders in progress Other liabilities 19., page 112 35,843 28,663 236,766 263,514 5,266 6,004 1,373 909 Total liabilities 249,940 288,050 of which short-term 189,023 203,118 Shareholders’ equity and liabilities 413,067 469,554 Provisions and liabilities Deferred taxes Deferred income The Notes below form an integral part of the consolidated financial statements. page 102 Consolidated funds statement for the period 1 January to 31 December 2002 in EUR’000 2001 2002 Consolidated total income before minority interests – 6,154 30,004 Write-down/write-up of intangible assets 17,442 8,995 Write-down/write-up of tangible assets 13,687 15,363 Write-down/write-up of financial assets Change in deferred taxes Income from companies valued at equity, not affecting payment Profits/losses from the disposal of tangible assets 491 – 211 1,980 – 177 – 1,494 618 – 29 2,269 5,672 2,427 Other revenue/expenses not affecting payment 10,109 577 Increase/decrease in inventories, trade receivables and other assets, not attributable to investment or financing activity Net interest income affecting payment Increase/decrease in provisions 92 8,090 – 2,786 17,106 19,622 Increase/decrease in liabilities and other liabilities, not attributable to investment or financing activity 12,335 – 10,674 a) Cash flow from ongoing business activity 75,958 69,304 Cash outflows for investment in intangible assets – 20,881 – 9,522 Cash outflows for investment in tangible assets – 11,960 – 19,051 Cash outflows from the acquisition of consolidated companies and other business units – 51,526 – 44,088 Cash outflows for investment in other financial assets – 23,902 – 3,913 Cash inflows from disposals of intangible assets 994 83 Cash inflows from disposals of tangible assets 398 1,601 Cash inflows from the disposal of consolidated companies and other business units 244 0 2,442 1,698 – 104,191 – 73,192 – 3,918 – 4,441 Cash inflows from disposals of other financial assets b) Cash flow from investment activity Cash outflows to company owners Cash inflows from/outflows to minority interests Net interest income – 698 – 1,703 29 – 2,269 Cash inflows from the raising of loans 28,628 34,692 Cash outflows from the repayment of loans – 7,204 – 23,346 c) Cash flow from financing activity 16,837 2,933 Changes in financial resources affecting payment (total of a), b) and c)) Changes in financial resources owing to exchange gains/losses, scope of consolidation and valuation – 11,396 – 955 184 – 1,433 Financial resources at the start of the period 58,767 47,555 Financial resources at the end of the period 47,555 45,167 The Notes below form an integral part of the consolidated financial statements. Changes in consolidated shareholders’ equity Changes in consolidated shareholders’ equity for the period 1 January 2001 to 31 December 2002 in EUR’000 As at 1 January 2001 F I N A N C I A L S TAT E M E N T S Other Comprehensive Income No. of shares (in thousands) Subscribed capital Capital reserve 26,122 66,872 87,098 Retained earnings Difference from currency conversion Market valuation of securities Difference from pension valuation Total 14,497 2,084 – 2,785 0 167,766 Dividend – 3,918 – 3,918 Consolidated total income after tax – 4,741 – 4.741 Other changes 528 Other comprehensive income As at 31 December 2001 26,122 66,872 87,098 6,366 528 730 2,796 – 34 3,492 2,814 11 – 34 163,127 Dividend – 4,441 – 4,441 Consolidated total income after tax 25,673 25,673 Other changes – 241 Other comprehensive income – 241 – 2,623 – 25 34 – 2,614 191 – 14 0 181,504 93 As at 31 December 2002 26,122 66,872 87,098 27,357 The Notes below form an integral part of the consolidated financial statements. N O T E S T O T H E C O N S O L I D AT E D F I N A N C I A L S TAT E M E N T S 2 0 0 2 General information The consolidated financial statements of GfK Aktiengesellschaft (GfK AG) include the company itself and all consolidated subsidiaries (the GfK Group). The statements have been prepared in accordance with the United States Generally Accepted Accounting Principles (US GAAP) and all figures are given in EUR thousand, unless specified otherwise. The income statement has been prepared using the cost of sales accounting format. From financial year 2002 onwards, the GfK Group will no longer prepare its consolidated financial statements in compliance with the accounting principles of the German Commercial Code (HGB). The US GAAP consolidated financial statements are supplemented by a management report and other required information, so that the GfK Group is exempt from the duty to prepare consolidated financial statements in accordance with HGB pursuant to § 292 a HGB. 94 The published consolidated financial statements of the GfK Group for financial year 2001 had been prepared in accordance with the German Commercial Code (HGB). In order to allow comparison of the US GAAP figures for financial year 2002, the previous year's figures prepared in accordance with US GAAP are presented with them. The annual financial statements of the parent company, GfK AG, have been prepared in accordance with HGB and are deposited at the Commercial Register at the district court of Nuremberg under HR B 9398. Methods of consolidation The annual financial statements of GfK AG and all material subsidiaries over which control is exercised directly or indirectly are included in the consolidated financial statements of GfK AG. Companies in which the GfK Group has a participation of not more than 50%, but over which decisive influence can be exercised, are generally accounted for at equity as associated companies. All other companies in the GfK Group are reported at acquisition cost. Capital consolidation is carried out in accordance with the Statement of Financial Accounting Standards (SFAS) 141 by the purchase accounting method, whereby the acquisition costs of the participation are charged against the parent company’s pro rata share in the newly valued equity capital of the subsidiary at the time of purchase. Any difference (positive goodwill) arising in the balance sheet is reported under fixed assets as goodwill. All transactions and balances between the companies of the GfK Group which are included in the consolidated financial statements are eliminated when preparing the consolidated financial statements. Differences arising from debt consolidation are treated as income. Intercompany results and asset movements are eliminated with impact on the income statement if they are significant. Associated companies that are included at equity (one-line consolidation) are generally included for the first time at the time of acquisition. The initial valuation takes place similarly to full consolidation. A difference on the assets side arising from offsetting the book value of the participation against the pro rata equity capital at initial valuation is added to the equity book value. The consolidation on transition from equity valuation to full consolidation takes place with no impact on income but is done separately for every part-acquisition. The acquisition costs included in capital consolidation comprise the amortized equity book value and the acquisition costs for the majority acquisition. Shares in the equity capital and in the subsidiaries' results attributable to minority interests are reported as a separate item in the annual financial statements. Currency conversion The balance sheets of foreign subsidiaries which were not prepared in euros are translated into euros at the middle rates on the balance sheet date in line with the concept of the functional currency. The annual average euro exchange rate for these currencies, determined as the mean of all monthly closing rates, is applied to the income statements of these subsidiaries. Differences arising between the conversion of assets and liabilities at the rate on the reporting date and their conversion at the rate on the previous reporting date, and differences arising from conversion of the profit for the year in the balance sheet (rate on reporting date) and income statement (average rate) are recorded in equity with no impact on income. Differences in exchange rates arising from capital consolidation are reported in equity within other comprehensive income. All monetary assets and the short-term non-monetary assets and liabilities of subsidiaries in countries with high inflation are converted at the rate on the reporting date, whilst long-term assets and liabilities along with the equity capital are translated at historic prices. Any resultant exchange rate differences are reported and recognized as income on the income statement. The exchange rates of the main currencies used as a basis for currency translation in the GfK Group's consolidated financial statements are as follows: Main currencies Euro mean rate on balance sheet date Country, unit of currency Euro average rate during reporting period 31.12.2001 31.12.2002 2001 2002 USA, USD 1 1.13 0.96 1.12 1.05 UK, GBP 1 1.64 1.54 1.62 1.59 Japan, JPY 100 0.86 0.81 0.92 0.85 67.55 68.84 66.30 68.21 Switzerland, CHF 100 Accounting and valuation methods Recognition of sales The method of recognizing sales depends on the nature of the underlying transaction. For business involving panels, the GfK Group recognizes its sales according to the progress pro rata temporis of the project (proportional performance method). Business in the Ad Hoc division is valued by the percentage of completion method. In the case of the proportional performance method, 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 Notes: accounting and valuation methods F I N A N C I A L S TAT E M E N T S Intangible assets terms of amount. Where over 50% of the costs occur in the following month, the sales are recognized with one month's delay. Software When applying the percentage of completion method, the sales are recognized in accordance with the actual progress of the project. Progress on the project is determined as the ratio of the actual costs incurred to the costs expected overall for 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 realizable sales at the point in time at which they can be anticipated. The costs to be incorporated into this calculation comprise all direct material and personnel expenses as well as pro rata indirect costs. Provisions are formed for anticipated losses on orders in progress when they can be anticipated. As a rule, software developed by companies in the GfK Group is used internally for analyzing and preparing market research data. In some cases, it is destined for external users and is programmed particularly to meet those users' requirements. Precisely defined portions of the internal costs of software development are capitalized under fixed assets. Amortization commences on completion of the software. In addition to proprietary software, the item software also includes software acquired for internal use. Goodwill In all other business transactions the completed contract method is used, according to which sales are only recognized once the work has been completed and invoicing has taken place. Goodwill arising from 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. Goodwill arising from first-time consolidations prior to 1 July 2001 and that transferred from company financial statements has been amortized over its useful life until 31 December 2001. According to SFAS 142, such goodwill is no longer subject to regular amortization after 31 December 2001. Goodwill arising after 1 July 2001 is also not subject to scheduled amortization. Earnings per share The earnings per share (EPS) reported in the consolidated income statement show the proportion of consolidated total income which theoretically relates to each share issued. Dilution effects arising from the exercise or issue of share options are not taken into account. There is no dilution effect arising from the stock options issued as at 31 December 2002. The GfK Group checks the recoverbility of its goodwill once a year and when friggering events or changed circumstances arise by making a management accounting valuation which is calculated as the mean of several valuation procedures. Stock options for employees and management staff of the GfK Group Other intangible assets The GfK Group applies APB (Accounting Principles Board) Opinion No. 25 and associated interpretations to depict the existing Stock Option Plan in the consolidated financial statements. According to APB 25, expenditure for employee stock options with no intrinsic value on the balance sheet date cannot be recognized. In addition to other intangible assets this item includes payments on account for intangible assets. Apart from the payments on account, the other intangible assets are subject to scheduled straight-line amortization. The amortization period is governed by the contract term or the useful life, applying the shorter of the two periods. The following table shows the effects on the consolidated total income and the EPS which would have resulted had SFAS 123 ”Accounting for Stock-Based Compensation“ been applied to all issued options. Consolidated total income Plus: Personnel expenses (after tax) in connection with stock-based compensation on application of APB 25 2001 2002 – 4,741 25,673 0 0 Less: Total personnel expenses (after tax) in connection with stock-based compensation on application of the accounting method based on fair values (SFAS 123) – 4,535 – 4,584 Pro forma consolidated total income – 9,276 21,089 Earnings per share in EUR – 0.18 0.98 Pro forma earnings per share in EUR – 0.36 0.81 Earnings per share (diluted) in EUR – 0.18 0.98 Pro forma earnings per share (diluted) in EUR – 0.36 0.,81 Tangible assets Tangible assets are valued at acquisition or manufacturing costs, less cumulative depreciation. Cumulative depreciation includes scheduled straight-line depreciation up to the balance sheet date and any extraordinary depreciation recorded. The depreciation period corresponds to the useful life. Payments on account and assets in the course of construction are not subject to regular depreciation. 95 Liquid funds The GfK Group normally applies the following useful life periods: Asset Software and other intangible assets Useful life in years 3 to 10 Administrative buildings IT equipment 50 3 to 5 Cars and other vehicles Office equipment Office furniture 5 3 to 5 10 to 13 In cases involving a capital lease, the leased asset is capitalized and a corresponding lease commitment is carried as a liability. The period of depreciation is equivalent to the shorter of the contract period and useful life. 96 Available-for-sale securities Available-for-sale securities are valued at fair value on the balance sheet date. Each security is considered individually. These are securities which are not treated as part of the trading securities. The GfK Group only shows trading securities under current assets; all other securities are reported under fixed assets as available-for-sale securities. In the case of lasting impairment of value, available-for-sale securities are written down and charged to income under “net other financial income” on the income statement. In the case of a temporary fall or rise in value, the new valuation of these securities is reported as equity in other comprehensive income with no impact on income. The liquid funds contain cash in hand and at banks as well as liquid investments with a remaining term of less than three months. Deferred tax assets The GfK Group applies SFAS 109 "Accounting for Income Taxes". According to the asset-and-liability method described in SFAS 109, the respective local tax balance sheet is compared with the US GAAP balance sheet and the differences ascertained. Future tax effects arising from the differences are entered in the form of deferred tax assets or liabilities. The effects on deferred taxes of changes in tax legislation are recognized as income from the date on which the tax legislation is issued. Deferred tax assets accordingly consist of theoretical tax balances resulting from comparing the US GAAP balance sheet against the local tax balance sheet, and from the theoretical tax advantage arising from tax loss carryforwards. If it is unlikely that these theoretical tax balances can be realized, valuation allowances are applied. Shareholders’ equity – other comprehensive income Other comprehensive income contains changes in the Group's equity which have no impact on income and do not comprise contributions by shareholders or dividends paid to shareholders. They are exchange rate differences arising from capital consolidation and equity valuation, unrealized profits and losses from available-for-sale securities and components of pension obligations which are not yet reported as pension expenses. Provisions Inventories Inventories are stated at acquisition or manufacturing costs, or fair value if lower. The manufacturing costs are entered at full cost. Trade receivables Trade receivables include both invoiced and non-invoiced receivables. They are stated at nominal value or, in the case of specific risks, at the lower attributable value. Non-invoiced receivables can arise in the valuation of sales where the sales to be recognized for a contract exceed the receivables already invoiced for it. Securities held as current assets Securities held as current assets represent the trading securities destined for short-term sale. They are valued at fair value on the balance sheet date. Unrealized profits and losses are taken to income and reported under net other financial income on the income statement. In principle, provisions are allocated when there is an obligation to a third party which is probable and the level can be estimated reliably. If the liability contains an interest portion, the provision will be stated at the present value. Provisions for pensions according to SFAS 87 are valued in accordance with the projected unit credit method, in which future compensation increases are taken into account. Financial liabilities Financial liabilities contain liabilities of a financial nature, particularly loans from banks and other lenders, liabilities from capital leases and long-term liabilities from the acquisition of companies or business units. They are stated at the repayment amounts. Notes: accounting and valuation methods Liabilities on orders in progress Liabilities on orders in progress comprise payments on account and accrued amounts from recognition of sales. Sales are accrued within this item which have arisen from contractually agreed invoices for prepayments or payments in advance, but cannot yet be recognized as sales according to the above described sales recognition method. Derivative financial instruments Derivatives are reported as assets or liabilities in the balance sheet (SFAS 133) and carried at fair value. Changes in the fair value of derivative financial instruments are recognized in income on an accrual basis. New developments in accounting In July 2001, the Financial Accounting Standards Board (FASB) published SFAS 141 “Business Combinations” and SFAS 142 “Goodwill and Other Intangible Assets”. These standards brought about a fundamental change in the accounting rules for company acquisitions and mergers in the consolidated financial statements, and the treatment of goodwill and intangible assets. SFAS 141 prescribes the purchase method for all company acquisitions after 30 June 2001. If during the course of acquiring a company intangible assets are also acquired, they must either be capitalized separately or included as goodwill. The criteria for the treatment of acquired intangible assets are defined in SFAS 141. SFAS 142 prescribes that goodwill and intangible assets with an indefinite useful life may no longer be subject to scheduled amortization. Their value must be checked each year as part of the impairment test. If there are signs of a diminution in value, an additional unscheduled impairment test must be carried out. Intangible assets with a limited useful life have to be amortized on a scheduled basis according to SFAS 142 until they reach the expected residual value. In addition, they must also be tested for impairment of value. This is set out in SFAS 121 and SFAS 144. The provisions for amortization of goodwill under SFAS 142 should be applied directly to goodwill and intangible assets acquired since 30 June 2001. Goodwill and intangible assets acquired prior to this date require SFAS 142 to be applied for the first time from 1 January 2002 onwards. At the time of the first application, an impairment test for goodwill has to be carried out. If this results in an amortization requirement, such amortization must be stated in the income statement as a cumulative effect of the change in accounting rules. F I N A N C I A L S TAT E M E N T S The book value of the intangible assets was EUR 112,206 thousand as at 31 December 2001, including goodwill of EUR 84,184 thousand. The scheduled amortization of goodwill amounted to EUR 10,392 thousand during 2001. In August 2001, SFAS 144 “Accounting for the Impairment or Disposal of Long-lived Assets"” was published. SFAS 144 replaces SFAS 121 “Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to Be Disposed Of”, and the accounting rules of APB Opinion No. 30 “Reporting the Result of Operations - Discontinued Events and Extraordinary Items”. SFAS 144 also corrects Accounting Research Bulletin (ARB) 51, “Consolidated Financial Statements”, whereby the exceptional rule that a subsidiary over which control will probably only be exerted temporarily, does not have to be consolidated is withdrawn. SFAS 144 upholds many of the fundamental rules of SFAS 121 concerning realization and valuation of extraordinary depreciation/amortization on fixed assets. SFAS 144 must be applied to financial years which started after 15 December 2001. In April 2002, the FASB published SFAS 145 “Rescission of FASB Statements 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This requires for example that profits and losses arising from the extinguishment of debt may only be recognized as extraordinary items if they meet the criteria in APB 30 (in other words, unusual nature and infrequent occurrence). If only one of the two criteria is met, then profits and losses must be shown in the result from ongoing business activity. SFAS 145 has to be applied in financial years that commence after 15 May 2002. Its application will not have any significant effects on the consolidated financial statements of the GfK Group. In July 2002, the FASB published SFAS 146 “Accounting for Costs Associated with Exit or Disposal Activities”. According to SFAS 146, costs connected with exits or disposals should be recognized in the period in which they were incurred. A reasonable estimate of their fair value must be possible. SFAS 146 is to be applied to exits or disposals that take place after 31 December 2002. In November 2002, EITF 00-21 “Revenue Arrangements with Multiple Deliverables” was passed by the Emerging Issues Task Force. EITF 00-21 deals with accounting for sales transactions in which the vendor has to provide a number of deliverables. It defines the conditions for dividing up a sales transaction with several deliverables into separate accounting units and prescribes how this should be done. EITF 00-21 has to be applied to financial statements for reporting periods starting from 1 July 2003 onwards. 97 During November 2002, the FASB published FIN 45 “Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others – an interpretation of FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34”. It defines the disclosure requirements of the guarantor in respect of the obligations arising from the guarantees provided. FIN 45 requires liabilities arising from the furnishing of guarantees to be carried as liabilities. FIN 45 should be applied to reporting periods that end after 15 December 2002, but only to guarantees which were furnished or modified after 31 December 2002. 98 In December 2002, the FASB adopted SFAS 148 “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123”. Supplementing SFAS 123 “Accounting for Stock-Based Compensation”, it provides further transitional rules for the voluntary first-time application of accounting for stock-based compensation in line with fair values. The accounting method and resultant impact on income and should be described in detail and highlighted in the Notes to the financial statements according to SFAS 148. The GfK Group is applying APB 25 for accounting for stock-based compensation in the consolidated financial statements. There are no plans yet for a transition to the provisions of SFAS 123. In January 2003, the FASB published FIN 46 “Consolidation of Variable Interest Entities – an interpretation of ARB No. 51”. It presents the consolidation of companies in which there is a controlling financial interest owing to voting rights or variable shares. In such cases these Variable Interest Entities have to be consolidated with the primary beneficiary. The GfK Group has no participating interests in Variable Interest Entities. The effects of SFAS 146 and SFAS 148, EITF 00-21, FIN 45 and FIN 46 on future consolidated financial statements of the GfK Group are currently being considered. Fully consolidated subsidiaries (No.) 31.12. 2001 Additions Disposals 31.12.2002 9 2 1 10 Abroad 75 14 8 81 Total 84 16 9 91 Germany The additions include the companies reported as associated companies in the consolidated financial statements in accordance with US GAAP as at 31 December 2001: EMER GfK, S.L., Valencia, Spain (“E+G Spain”), G.E. Marketing Research, S.A., Valencia, Spain (”G+E Spain”), GfK PORTUGAL – Marketing Services, LDA, Lisbon, Portugal (“GfK M.S. Portugal”), and METRIS – MÉTODOS DE RECOLHA E INVESTIGAÇÃO SOCIAL, LDA, Lisbon, Portugal (“Metris Portugal”). By virtue of contract changes, from 1 January 2002 onwards GfK AG has commercial control of these companies. During the reporting year the GfK Group acquired additional shares in INTERCAMPUS - RECOLHA, TRATAMENTO E DISTRIBUIÇÃO DE INFORMAÇÃO, LDA, Lisbon, Portugal (“Intercampus Portugal”), so that the company is now consolidated. The joint venture Infratest + GfK Gesundheitsforschung GmbH & Co., Berlin (“IGG KG”) previously included as an associated company has now been split and as at 1 July 2002 has been merged pro rata into the parent companies. In connection with this split, the GfK Group received a majority interest of 80 % in GPI Kommunikationsforschung Gesellschaft für PharmaInformationssysteme mbH, Nuremberg (“GPI KoFo D”). These activities are reported in the division Other. Through the acquisition of a majority stake of 51.4 % in Institut Français de Recherche S.A., Viroflay, France, the following IFR Group subsidiaries as well as the parent company became consolidated companies of the GfK Group as at 1 July 2002: • IFR Europe Ltd., London, UK Estimates • IFR France S.A., Viroflay, France To some 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 as well as the income and expenses for the financial year. The actual amounts concerned may deviate from such estimates. • IFR Italia S.r.L., Milan, Italy Scope of consolidation and major acquisitions Fully consolidated companies As at 31 December 2002, the scope of consolidation in accordance with US GAAP includes ten (2001: nine) German and 81 (2001: 75) foreign subsidiaries in addition to the parent company. The following table shows the changes in fully consolidated subsidiaries between 31 December 2001 and 31 December 2002: • IFR Marketing España S.L., Madrid, Spain The IFR Group operates in the Non-Food Tracking segment. As at 1 January 2002, the GfK Group acquired a 51 % stake in GfK MACON AG, Waghäusel, Germany (“GfK Macon D”) which operates in the Ad Hoc Research segment. The Group also acquired a majority holding in the Ad Hoc company Strateji GfK Research Services A.S. in Istanbul, Turkey. In Brussels, Belgium, the Group established Intomart GfK Belgium N.V., which acts as a holding company for the majority stake acquired on 1 July 2002 in Significant bvba, Heverlee, Belgium (“Significant Belgium”) which operates in the Ad Hoc Research segment. Notes: scope of consolidation In the Non-Food Tracking segment, the GfK Group acquired a majority holding in Informark Pty. Ltd., Braddon, Australia as of 1 January 2002. The purchase price of the acquisitions above was EUR 41,708 thousand in total. This produced goodwill of EUR 43,118 thousand. This relates to the Non-Food Tracking (EUR 21,743 thousand), Ad Hoc Research (EUR 4,806 thousand) and Other (EUR 16,569 thousand) segments. GfK Marketing Services Asia Ltd., Tokyo, Japan was liquidated. Its business operations were continued by GfK Marketing Services Ltd., Hong Kong, China. GfK/VCIOM/Institute for Media Research ZAO, Moscow, Russia was liquidated. Its business operations were carried on by GfK-RUS Gesellschaft mbH of Moscow, Russia. SELECTA – S.r.L., Rome, Italy and GfK-Recom S.r.L., Milan, Italy were merged with GfK-ASM S.r.L., Rome, which was renamed GfK CONSUMER AND BUSINESS INFORMATION ITALY S.p.A. (”GfK CBI Italy”) and moved its headquarters to Milan. GfK InfoScan Sverige AB, Lund, Sweden (“InfoScan Sweden”), GfK Belgium S.A., Brussels, Belgium (“GfK Belgium”), dragon eye Ltd., Hergiswil, Switzerland (“dragon eye Switzerland”), MMXI Switzerland GmbH, Hergiswil, Switzerland (“MMXI Switzerland”) and PRISMA Projekt-Beratung GmbH, Hamburg (“Prisma Projekt D”) were deconsolidated on 1 January 2002. These companies are of minor importance for the consolidated financial statements. F I N A N C I A L S TAT E M E N T S The joint ventures GfK Ad Hoc Research WORLDWIDE, Brussels, Belgium, and GfK Stratégie et développement GIE, Rueil-Malmaison, France, previously not reported as Group companies, were reclassified as affiliated companies because the GfK Group has a majority participation in these joint ventures. GfK Testmarktforschung GmbH i.L., Nuremberg, Germany, Exmarket + GfK Praha, spol. s.r.o., Prague, Czech Republic, Sensory Research Laboratories Ltd., London, UK, MH Gamma Consulting Limited, London, UK and MHIG Limited, London, UK, which were not included in 2001 due to minor significance, were liquidated during the reporting period. The majority holding in I+G Infratest & GfK Gesundheitsforschung (Suisse) GmbH, Basle, Switzerland acquired in connection with the splitting and merging of IGG KG, is not included in the consolidated financial statements because the company is to be liquidated in the near future. Associated companies 99 The following table shows the changes in associated companies between 31 December 2001 and 31 December 2002: Associated companies (No.) 31.12. 2001 Additions Disposals 4 1 2 3 Abroad 24 8 8 24 Total 28 9 10 27 Germany 31.12. 2002 Companies of minor importance The GfK Group did not include 31 (2001: 21) companies in the consolidated financial statements during the reporting year because they were only of minor significance for the net assets, financial position and results of operations of the Group. As part of the acquisition of the IFR Group in France, the following companies were added to the GfK Group and are of minor importance: • CMI Field SARL, Viroflay, France • IFR Monitoring Deutschland GmbH, Düsseldorf • IFR Nederland B.V., Amsterdam, Netherlands • IFR Polska Sp. z o.o., Warsaw, Poland • IFR U.K. Ltd., London, UK In connection with the splitting of IGG KG and its subsequent merging into GfK AG, the GfK Group received participations in the companies I+G Gesundheits- und Pharmaforschung Verwaltungs-GmbH, Nuremberg, and I+G Infratest Medical Research Inc., Rhode Island, USA. These companies are not operational and therefore are of minor significance for the GfK Group. Through the inclusion of the company Metris Portugal, the GfK Group obtained a majority holding in CATICALL – RECOLHA DE INFORMAÇÃO ASSISTIDA POR COMPUTADOR, LDA, Lisbon, Portugal, which is not consolidated. The above companies InfoScan Sweden, GfK Belgium, dragon eye Switzerland, MMXI Switzerland and Prisma Projekt D were deconsolidated. The consolidated financial accounts as at 31 December 2002 report participations in 27 (2001: 28) associated companies. E+G Spain and G+E Spain were classified as associated companies as at 31 December 2001 and have been included since 1 January 2002 in the consolidated financial statements as fully consolidated subsidiaries. During the reporting period the GfK Group acquired participations in m2A S.A., Saint Aubin, France and Indicorp Participações S.A., São Paolo, Brazil. European Flash Surveys EEIG, Brussels, Belgium, and GfK-Media Research Middle East AG, Hergiswil, Switzerland, were established. The joint ventures ConsumerSCOPE International GIE, Nuremberg, Germany, Europanel Raw Database GIE, Brussels, Belgium, Common Technology Centre EEIG, London, UK, Media Focus (ARGE), Hergiswil, Switzerland, and V.O.F. Projectbureau Politiemonitor, Hilversum, Netherlands, previously not treated as Group companies, were reclassified as associated companies in line with participation quota. The participation in Sensory Solutions Pty. Ltd., Castle Hill, Australia, Digital Druck AG, Stans, Switzerland, MMXI Europe B.V., Amsterdam, Netherlands, and Ceský Index s.r.o., Prague, Czech Republic, were sold. The holdings in IGG KG and Infratest + GfK Gesundheitsforschung Verwaltungs-GmbH, Berlin, were absorbed in the course of the above merger into GfK AG. Miscellaneous income essentially contains income from earlier periods (EUR 913 thousand) and income from rents and leases (EUR 495 thousand). The participation quota in Centrum voor Marketing Analyses B.V., Amsterdam, Netherlands (previously Centrum Partners B.V.) was reduced. The company is now included under other participations in the financial statements. Miscellaneous expenses essentially comprise amortization on other intangible assets (EUR 2,572 thousand). 2. Net income from participations The company Media Monitoring Switzerland AG, Berne, Switzerland, was liquidated. Net income from participations is as follows: Other participations Income from participations in affiliated companies During the reporting year, GfK acquired a 4% holding in Chart-Track Limited, London, UK. 100 Following the reduction of the holding in Centrum voor Marketing Analyses B.V., Amsterdam, Netherlands, the company, previously reported as an associated company, was reclassified and included under other participations. Depreciation on participations in affiliated and associated companies Losses from the disposal of participations in affiliated and associated companies As a result, the number of other participations rose by four compared with the end of the previous year to a total of nine. Notes to the consolidated income statement 1. Other income less other expenses Other income and expenses break down as follows: Profits from the disposal of tangible and intangible assets 2001 2002 3,102 2,166 224 197 111 188 Miscellaneous 1,631 2,473 Other income 5,068 5,024 Exchange losses 3,164 4,259 0 441 81 208 Expenses from deconsolidation Losses from the disposal of tangible and intangible assets Amortization of goodwill 9,940 0 Miscellaneous 6,426 3,743 Other expenses Other income less other expenses Income from other participations Expenses from loss transfer from affiliated companies The joint venture EUROPEAN OPINION RESEARCH GROUP EEIG, Brussels, Belgium is now reported under other participations. Income from deconsolidation Profits from the disposal of participations in associated companies Income from participations In the course of acquiring a majority stake in Intercampus Portugal, the GfK Group also obtained a holding in 10Nex Investigação – Estudos de Mercado LDA, Lisbon, Portugal, which is reported under other participations. Exchange gains Income from participations in associated companies 19,611 8,651 – 14,543 – 3,627 2001 2002 210 55 5,174 2,846 0 3,606 371 8 5,755 6,515 0 78 2,037 35 2 24 Expenses on participations 2,039 137 Net income from participations 3,716 6,378 The pro rata income of the I+G Group Germany was reported in 2001 within income from participations in associated companies. As at 1 July 2002, the I+G Group was partially merged with GfK, and results are now reported under operating income on the income statement. In connection with the splitting of IGG KG, a book profit of EUR 3,001 thousand arose which is included under profits from the disposal of participations in associated companies. Notes: notes to the consolidated income statement The loss from the disposal of loans to associated companies amounting to EUR 1,194 thousand relates to the waiving of a loan in respect of MMXI Europe NL in connection with the sale of the participation. 3. Net interest income Net interest income is as follows: 2001 2002 1,341 867 Interest income from receivables 692 500 Interest income from other loans 316 393 Interest income from available-for-sale securities 70 15 Interest income from affiliated companies 43 28 295 373 2,757 2,176 Interest income from bank balances Interest income from associated companies Interest income Interest and similar expenses due to banks 1,255 2,885 Interest and similar expenses due to others 1,363 1,591 0 29 Interest and similar expenses due to affiliated companies Interest and similar expenses due to associated companies Interest expenses Net interest income F I N A N C I A L S TAT E M E N T S 14 0 2,632 4,505 125 – 2,329 During 2001, realized loss from the reclassification of securities and losses from securities held as current assets included the valuation allowance on a participation in Jupiter Media Metrix Inc., USA amounting to EUR 6,907 thousand. The write-downs on loans to associated companies related to loans to the bwv Group, Switzerland. 5. Taxes on income and earnings The result before income taxes is divided between Germany and abroad as follows: 2001 2002 Germany 4,649 32,444 Abroad – 724 12,837 Result from ongoing business activity 3,925 45,281 2001 2002 The Group's taxes on income are as follows: 4. Net other financial income Net other financial income breaks down as follows: Profits from securities held as current assets Profits from available-for-sale securities Current taxes 2001 2002 359 111 210 12 0 3 Realized profit from the reclassification of securities 6 14 Other financial income Losses from securities held as current assets 5 2 580 142 5,722 1,331 Losses from available-for-sale securities 23 13 Realized loss from the reclassification of securities 4,585 0 0 1,194 31 0 Losses from disposal of loans to associated companies Write-downs on loans to affiliated companies Write-downs on loans to associated companies Other financial expenses Net other financial income 6,559 4,982 Abroad 6,968 10,505 13,527 15,487 Deferred taxes Germany Profits from disposal of loans to affiliated companies Write-ups on securities Germany 5,893 0 16,254 2,538 – 15,674 – 2,396 Abroad Taxes on income and earnings –2,762 6,828 – 550 – 7,038 – 3,312 – 210 10,215 15,277 The tax advantage from the utilization of loss carryforwards during financial year 2002 amounts to EUR 1,079 thousand (2001: EUR 501 thousand). Owing to a new estimate of the amount of deferred tax assets to be realized, the valuation allowance for deferred tax assets existing at the start of the year was reduced, which led to a tax advantage in the amount of EUR 317 thousand (2001: EUR 448 thousand). National investment tax credits reduce income tax by EUR 122 thousand (2001: EUR 0). Adjustments in deferred taxes because of changes in the underlying tax rates reduce tax expenses by a further EUR 519 thousand (2001: EUR 0). As at 31 December 2002, to calculate the deferred taxes for the German companies with registered offices in Nuremberg a tax rate of 41.118 % is used for deferred taxes which will probably be reversed in 2003, and a tax rate of 39.824 % is used for the other deferred taxes. During 2001, a uniform tax rate of 39.824 % was used to determine the deferred taxes. 101 These tax rates comprise corporation tax of 26.5% for the assessment period 2003 and 25% for all other assessment periods plus the solidarity surcharge of 5.5% (2001: 5.5%) on the corporation tax debt paid as well as the effective trade tax rate of 13.160% (2001: 13.449%). The flood victim solidarity law ("Flutopfersolidaritätsgesetz") passed in September 2002 caused a one-off rise in the corporation tax rate from 25% to 26.5% for financial year 2003. The deferred taxes result from the following balance sheet items: Intangible assets 613 Financial assets 2,804 210 Inventories 7,546 14,551 570 465 The following table contains a reconciliation of the anticipated income tax expense to the income tax expense stated in financial year 2002. To calculate the anticipated tax expenses, the total tax rate valid during the financial year is multiplied by the pre-tax result. Total tax rate Expected income tax Increase/reduction in income tax debt resulting from differences in tax rates income from participations valued at equity, not eligible for tax adjustment of deferred taxes owing to changes in tax rate adjustment to tax charge in respect of previous periods deviating tax base national investment tax credits tax-exempt income from the disposal of participations Prepaid expenses 5 6 Provisions 2,371 3,803 Liabilities 10,744 10,031 Deferred income Loss carryforwards and tax credits 181 122 6,684 6,232 Deferred tax assets before valuation allowance 34,610 39,629 Valuation allowance – 1,916 – 1,691 Deferred tax assets 32,694 37,938 39.824 % 18,033 – 2,631 Intangible assets – 1,877 – 3,774 Tangible assets – 9,580 – 9,069 Financial assets – 2,547 – 416 – 111 – 110 Inventories – 451 – 519 667 441 – 122 – 1,652 other tax-exempt income – 817 other non-deductible expenses 2,446 other – 118 Tax expenses reported 3,596 486 Accounts receivable and other assets 2002 31.12.2002 3,219 Tangible assets The deferred taxes of the other German companies and the foreign companies are calculated at the respective specific tax rates. 102 31.12.2001 Accounts receivable and other assets – 10,737 – 17,082 Prepaid expenses – 82 – 78 Special reserve item – 75 0 Provisions – 1,699 – 1,155 Liabilities – 1,949 – 2,576 Deferred income Deferred tax liabilities Net deferred tax assets (liabilities) – 228 – 358 – 28,885 – 34,618 3,809 3,320 15,277 During the previous year, the stated tax expenses of EUR 10,215 thousand exceeded the expected income tax of EUR 1,563 thousand by EUR 8,652 thousand. The difference resulted essentially from non-deductible amortization on participation book values (EUR 3,139 thousand) and on goodwill (EUR 3,612 thousand) as well as on other non-deductible expenses (EUR 2,722 thousand) and differences in tax rates (EUR -596 thousand). After netting out, the deferred taxes are reported in the balance sheet as follows: 31.12.2001 Total Deferred tax assets Deferred tax liabilities Net deferred tax assets (liabilities) 31.12.2002 of which long-term Total of which long-term 9,075 4,210 9,324 5,097 – 5,266 – 2,542 – 6,004 – 4,084 3,809 1,668 3,320 1,013 The total income tax expenses in shareholders’ equity are as follows: Tax expenses reported Tax expenses contained in income due to changes in accounting and valuation methods Tax expenses on components of other comprehensive income Total income tax expenses in shareholders’ equity 2001 2002 10,215 15,277 90 0 1,700 216 12,005 15,493 Notes: notes to the consolidated balance sheet As at 31 December 2002 the Group has domestic tax loss carryforwards amounting to EUR 2,386 thousand (2001: EUR 2,220 thousand) and foreign tax loss carryforwards of EUR 15,875 thousand (2001: EUR 16,292 thousand). The domestic loss carryforwards can be carried forward without restriction in terms of date and amount. Among the foreign loss carryforwards, the amount of EUR 9,663 thousand may be carried forward without limit and the amount of EUR 4,383 thousand is available for carryforward until 2013. 7. Intangible assets The estimate of their future realizability governs the valuation of deferred tax assets. This is dependent on the creation of future taxable profits during accounting periods in which tax valuation differences are reversed and tax loss carryforwards can be applied. In view of the past results of the Group companies and the expectations for the future, it is assumed more likely than not that the relevant benefits of the recognized deferred tax assets will be realized – according to the provisions of US GAAP. For the portion of deferred tax assets not covered by these assumptions, a corresponding valuation allowance amounting to EUR 1,691 thousand (2001: EUR 1,917 thousand) was applied. The EUR 226 thousand reduction in the valuation allowance on deferred tax assets is essentially due to the new estimate of realizability for the deferred tax assets and to changes in the scope of consolidation. Other software Deferred tax liabilities on retained earnings of foreign subsidiaries are not included in the balance sheet because these earnings are intended to remain permanently invested. F I N A N C I A L S TAT E M E N T S Software Software breaks down as follows: 31.12.2001 31.12.2002 Software as per SFAS 86 2,249 1,985 Software as per SOP 98-1 17,502 17,502 Software 3,174 6,617 22,925 26,104 SFAS 86 applies to software which is to be sold, leased or otherwise marketed. SOP 98-1 applies to software specifically developed for internal use. The item other software contains standard software for internal use. The anticipated amortization expenses for software during the coming five financial years are shown below: 103 Expected amortization expenses 2003 6,302 2004 5,380 2005 3,767 2006 1,918 2007 1,477 6. Earnings per share Goodwill 2001 2001 Pro forma1) 2002 – 4,741 5,651 25,673 Number of shares outstanding – non-diluted – 26,121,998 26,121,998 26,121,998 Number of shares outstanding – diluted – Consolidated total income 26,121,998 26,121,998 26,121,998 Earnings per share in EUR – 0.18 0.22 0.98 Earnings per share (diluted) in EUR – 0.18 0.22 0.98 1) The column “2001 Pro forma” contains the theoretical values, applying SFAS 142 from 1 January 2001 onwards. An impairment test is carried out in accordance with SFAS 142 each year to determine the extent to which there is an extraordinary amortization requirement for existing goodwill. No requirements for amortization resulted from the impairment test for 2002 or from that for the transition to SFAS 144. The amortization of goodwill during financial year 2001 amounted to EUR 10,392 thousand. The following tables show the result from ongoing business activity and the consolidated total income as if the provisions of SFAS 142 had already come into effect on 1 January 2001. 2001 Notes to the consolidated balance sheet A breakdown of the fixed assets and their development during the reporting period is given in the fixed assets schedule. Result from ongoing business activity 3,925 Scheduled amortization of goodwill from capital consolidation 9,693 Scheduled amortization of goodwill within equity valuation 699 Adjusted result from ongoing business activity 14,317 Consolidated total income – 4,741 2001 Scheduled amortization of goodwill from capital consolidation Scheduled amortization of goodwill within equity valuation 9,693 699 Adjusted consolidated total income 5,651 Adjusted earnings per share in EUR 0.22 Consolidated fixed assets schedule in EUR’000 Acquisition and manufacturing costs Change Brought in scope forward to Currency of consoli- 1.1.2002 effects dation 1. Software 46,644 – 1,164 413 2. Goodwill 128,856 – 183 37,317 Reclassifi- Equity As at Disposals cations adjustment 31.12.2002 8,838 2,197 1,385 14,204 2,999 Additions I. Intangible assets 3. Other intangible assets 53,919 177,195 13,326 –1,347 – 128 898 717 – 1,393 10,639 188,826 – 2,694 37,602 23,940 5,913 –8 241,753 30,240 100 139 1,594 188 112,807 – 1,161 5,416 17,457 11,849 84 122,754 26,349 – 27 943 965 712 – 76 27,442 169,396 – 1,088 6,498 20,016 12,749 8 182,081 1,384 3 1,934 2,905 1,004 5,222 181 –2 100 79 200 2,835 962 837 4,199 II. Tangible assets 1. Land, land rights and buildings, including buildings on land owned by third parties 104 2. Other equipment, fixtures and fittings 3. Leased items 31,885 III. Financial assets 1. Shares in affiliated companies 2. Loans to affiliated companies 3. Participations in associated companies 18,529 – 1,270 4. Loans to associated companies 9,794 – 121 5. Other participations 1,638 –4 – 4,922 2 118 – 389 702 14,523 6,311 389 2,143 6. Available-for-sale securities 1,042 3 21 40 353 753 7. Other loans 9,575 7 87 18 819 8,868 42,143 – 1,384 – 2,878 6,853 7,416 702 38,020 400,365 – 5,166 41,222 50,809 26,078 702 461,854 Notes: consolidated fixed assets schedule F I N A N C I A L S TAT E M E N T S Cumulative depreciation/amortization Book values Change Brought in scope forward to Currency of consoli- 1.1.2002 effects dation Additions 6,084 23,719 – 369 487 44,672 – 62 – 56 8,229 – 1,115 – 30 76,620 – 1,546 8,732 Disposals Write-ups 2,104 Reclassi- As at fications 31.12.2002 –2 31.12.2002 31.12.2001 27,815 26,104 22,925 2,999 41,555 135,640 84,184 2,911 660 9,335 1,304 5,097 401 8,995 5,763 78,705 163,048 112,206 45 6 796 188 9,391 22,494 21,508 85,248 – 743 3,390 12,707 10,488 78 90,174 32,580 27,559 11,308 –9 217 1,876 518 – 76 12,798 14,644 15,041 105,288 – 707 3,613 15,379 11,194 2 112,363 69,718 64,108 1,029 3 595 495 950 1,172 4,050 355 75 –1 43 – 12 19 181 106 303 3 301 –5 14,523 18,226 7,081 95 2,943 4,233 2,078 2,713 1,520 623 118 –2 105 – 18 – 18 1,520 –3 13 – 130 – 26 36 – 130 717 1,045 8,868 9,705 9,875 100 595 508 4,081 – 17 6,980 31,040 32,268 191,783 – 2,153 4,609 24,882 21,038 – 35 198,048 263,806 208,582 Other intangible assets Other intangible assets are as follows: Other intangible assets Payments on account for intangible assets Other intangible assets 15,383 2004 12,519 31.12.2001 31.12.2002 2005 8,608 3,683 937 2006 6,471 1,414 5,097 367 1,304 The expected amortization expenses for other intangible assets within the next five financial years are as follows: Expected amortization expenses 106 2003 2003 275 2004 200 2005 163 2006 132 2007 132 2007 5,439 Subsequent years 30,052 Future minimum lease payments under operating leases 78,472 b) Capital lease The capitalized leased assets consist of buildings and tangible fixed assets amounting to EUR 27,442 thousand (2001: EUR 26,349 thousand). Net of cumulative depreciation, the resultant book value is EUR 14,644 thousand (2001: EUR 15,041 thousand). The future minimum lease payments under such agreements are due as follows as at 31 December 2002: 2003 8. Tangible assets Leasing The GfK Group leases office premises and business equipment under long-term lease agreements. As a rule, the lease payments 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 substantially bears the risks and opportunities arising from the use of the leased assets, these are capitalized (capital lease). Otherwise the lease payments are carried as an expense (operating lease). There are no significant sub-leases. a) Operating leases The following payments under operating lease agreements were carried as expenses: Minimum lease payment 2001 2002 11,455 16,129 Contingent lease payment 268 544 Less sub-lease payments received – 50 – 157 11,673 16,516 Less payments The future minimum lease payments arising from such agreements are due as follows as at 31 December 2002: 3,114 2004 1,782 2005 1,453 2006 1,339 2007 1,269 Subsequent years 13,158 Future minimum lease payments under capital leases 22,115 Less: incidental costs Less: interest expenses – 27 – 6,328 Liabilities under capital leases In April 1992, GfK AG entered into a sale-and-leaseback agreement for part of the office building at Nordwestring 101, Nuremberg, which qualifies as a capital lease. The lease was concluded for 30 years with an original obligation amounting to EUR 13,012 thousand. The lease agreement can be terminated from March 2012 onwards with the option to acquire the building for EUR 7,533 thousand. If the lease continued over the remaining 10 years, the purchase value in March 2022 would amount to EUR 5,028 thousand. The capital lease liability is EUR 15,760 thousand (2001: EUR 16,282 thousand) of which EUR 2,305 thousand (2001: EUR 1,852 thousand) has a remaining term of under one year. 9. Financial assets The composition and development of the financial assets is shown in the Consolidated Fixed Assets Schedule. Further information on the GfK Group's participations in affiliated and associated companies and other participations is provided in the list of shareholdings of the GfK Group. The following table shows the annual results for the main companies in the GfK Group: 15,760 Notes: notes to the consolidated balance sheet Company name and registered office Net income for the year EMER GfK, S.L., Valencia, Spain 642 FESSEL-GfK Institut für Marktforschung Ges.m.b.H., Vienna, Austria 578 GfK Asia Pte Ltd., Singapore, Singapore – 133 GfK CONSUMER AND BUSINESS INFORMATION ITALY S.p.A., Milan, Italy F I N A N C I A L S TAT E M E N T S The profits realized from the reclassification of available-for-sale securities as current assets amount to EUR 14 thousand (2001: EUR 6 thousand) for financial year 2002, with no losses (2001: EUR 4,585 thousand). Realized profits and losses are valued and determined separately for each security. – 1,632 GfK Custom Research Inc., Minneapolis, USA – 194 GfK Danmark A/S, Frederiksberg, Denmark 10. Trade receivables 40 GfK Marketing Services GmbH & Co. KG, Nuremberg 5,136 GfK Marketing Services Japan Ltd., Tokyo, Japan 1,149 GfK Marketing Services Ltd., West Byfleet, Surrey, UK 2,419 GfK Marketing Services S.A., Rueil-Malmaison, France 1,791 GfK Panelservices Benelux B.V., Dongen, Netherlands 1,126 third parties affiliated companies associated companies GfK Polonia Instytut Badania Opinii Sp. z o.o, Warsaw, Poland 390 GfK Sofema International SARL, Rueil-Malmaison, France 790 GfK Sverige AB, Lund, Sweden – 691 IHA·IMS Health GmbH, Hergiswil, Switzerland 4,541 IHA-GfK AG, Hergiswil, Switzerland 5,500 31.12.2001 31.12.2002 104,667 106,927 Invoiced trade receivables, in respect of other participations 106 814 5,478 2,217 72 0 110,323 109,958 Receivables from long-term contracts not yet invoiced to third parties 15,123 15,629 125,446 125,587 Institut de Sondage Lavialle (ISL) S.A., Issy les Moulineaux, France 370 Less: valuation allowance – 3,677 – 6,251 Intomart B.V., Hilversum, Netherlands 279 Trade receivables 121,769 119,336 Martin Hamblin GfK Limited, London, UK – 1,383 Martin Hamblin Research Inc., Hartford, Connecticut, USA 559 Media Markt Analysen GmbH & Co. KG, Frankfurt/Main 335 Loans Of the trade receivables, an amount of EUR 57 thousand (2001: EUR 207 thousand) has a remaining term of over one year. 11. Other receivables and assets Loans to affiliated and associated companies include valueadjusted loans with a disbursed amount of EUR 5,165 thousand (2001: EUR 7,226 thousand). The accumulated write-downs on these loans amount to EUR 4,252 thousand (2001: EUR 7,157 thousand). Securities The following table shows an overview of the acquisition costs, fair value and unrealized profits of the portfolio of available-forsale securities: Tax receivables Amounts owed by related parties 31.12.2001 Fair value Unrealized profit 5,133 286 3,333 1,147 1,324 Accounts receivable from reinsurance 1,216 787 Credit balances with suppliers 420 420 Other amounts owed by affiliated companies 984 660 739 2,363 31.12.2002 Other assets Acquisition costs 31.12.2002 3,825 Guarantee deposits Other amounts owed by associated companies Debt securities 31.12.2001 1,042 3,904 11,927 17,924 Less: valuation allowance – 1,011 – 1,573 Other receivables and assets 10,916 16,351 753 1,045 717 9 0 The debt securities held in the portfolio at the end of the year have a remaining term of over one year. The proceeds from the sale of available-for-sale securities for financial year 2002 amount to EUR 83 thousand (2001: EUR 1,043 thousand). 3,310 Of the other receivables and assets, an amount of EUR 2,709 thousand (2001: EUR 3,448 thousand) has a remaining term of over one year. Other assets essentially comprise amounts owed by employees, balances and prepayments as well as claims to refunds. 107 12. Valuation allowances Valuation allowances developed as follows: Trade receivables Other receivables and assets 2,385 8 185 983 As at 31.12.2000 Changes in the scope of consolidation Additions 1,677 26 Utilization – 319 –6 Release – 269 0 Currency difference As at 31.12.2001 Changes in the scope of consolidation 108 Additions 18 0 3,677 1,011 422 0 3,053 563 Utilization – 301 0 Release – 573 0 Currency difference As at 31.12.2002 – 27 –1 6,251 1,573 13. Securities The trading securities reported under current assets had a fair value of EUR 7,350 thousand (2001: EUR 8,054 thousand) after acquisition costs of EUR 8,234 thousand (2001: EUR 16,590 thousand). 14. Prepaid expenses Prepaid expenses include prepaid pension costs in the amount of EUR 79 thousand (2001: EUR 0). 15. Shareholders’ equity Subscribed capital As at 31 December 2002, the subscribed capital of GfK Aktiengesellschaft remains unchanged at EUR 66,872 thousand. The subscribed capital is divided into 26,121,998 no-par bearer shares. Each share represents a portion of the subscribed capital equivalent to EUR 2.56. GfK Aktiengesellschaft does not hold any of its own shares. As the main shareholder, GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin, holds 64% of the shares. Authorized and contingent capital The Management Board is authorized, subject to the approval of the Supervisory Board, to increase the company’s subscribed capital on one or more occasions up to 12 June 2007, by issuing new no-par shares in return for cash or non-cash contributions up to a maximum amount of EUR 21,000 thousand. In June 1999, the shareholders passed a resolution for a contingent increase in the subscribed capital of EUR 5,120 thousand by issuing up to 2,000,000 new no-par bearer shares. At the Extraordinary General Meeting of 3 September 1999, a resolution was passed to relate profit entitlement to the start of the financial year in which options are exercised. The aim of the contingent capital increase is to grant option rights to the senior management team of the company and its affiliated companies in terms of §§ 15 et seq. of the German Stock Corporation Act. The prerequisite for acquiring option rights is the achievement of a minimum target, to be agreed with each individual entitled person, for their immediate area of responsibility. The number of options available to each entitled person is based on the variable salary component advised to each entitled person in an individual letter. By waiving a portion of the promised bonus in the ratio of 1:2.5, this component can be replaced by options or paid out as a bonus. The number of options for the first five tranches (2000/2005, 2001/2006, 2002/2007, 2003/2008, 2004/2009) results from division by a factor of 4.5. The option rights of the 2000/2005 tranche have a term until 31 December 2005, and options not exercised will lapse. The option right can be exercised at the earliest two years after issue and only within the defined exercise windows. The exercise price is 120 % of the average price of GfK shares in the Xetra closing auction on the five trading days prior to the issue of the option rights, or 120 % of the price of GfK shares in the Xetra closing auction on the date of issue if this is higher than the aforementioned average price. In June 2002, the shareholders consented to cancel the existing authorization to grant option rights and approved a new authorization and an adjustment of the contingent capital. The contingent capital so far permitted which amounts to EUR 2,000 thousand is insufficient to service all the options which can be issued based on the authorization of the General Meeting dated 3 September 1999 and 13 June 2002. The subscribed capital is therefore being increased by using up the permissible maximum amount by a further EUR 1,567,229.44 by issuing up to 612,199 no-par bearer shares (contingent capital II). The shares are being issued to the holders of option rights based on the resolutions of the company dated 3 September 1999 and 13 June 2002. The new option terms deviate from those of the first programme as follows: – Members of the Management Board of GfK AG may hold a maximum of 30% of the option rights being granted. – Options may not be exercised during the 14 days before publication of quarterly, half-yearly, annual or provisional annual figures. In addition, the company may set further periods at its discretion during which options may not be exercised. For each of the tranches to be issued the exercise price to acquire a share is the share's average Xetra price between the respective previous accounts press conference and the General Meeting or if it is higher, the price of the share in the Xetra closing auction on the trading day on which the respective tranche is issued, plus a premium of 5 %. Trading days are those days on which the Frankfurt stock exchange determines a price for the company's shares. The application of the new option terms has been resolved for tranche 3 (issue and exercise) and for all subsequent tranches. Notes: notes to the consolidated balance sheet Stock Options Tranche 1 Fair Value information Term Total options 2000/2005 389,165 Of which Exercise Manageprice ment Board in EUR 76,512 Exercisable from to Options exercised 55.20 20021) 20051) – 1) 1) 2 2001/2006 375,725 85,215 41.71 2003 2006 – 3 2002/2007 380,300 85,215 24.14 20042) 20072) – 4 2003/2008 518,8393) 149,9993) TBA 20052) 20082) – 5 2004/2009 448,8624) 133,3324) TBA 20062) 20092) – 1) Exercise of options commences after the General Meeting. Options may be exercised during the following periods: from the third trading day on the Frankfurt stock exchange after the General Meeting of GfK AG until 30 June (inclusive) and from the first day after publication of the half-yearly figures until 30 September (inclusive) and from the first day after publication of Q3 figures until 14 days before the financial year ends (inclusive). 2) Exercise of options commences after the General Meeting. Options may not be exercised during the 14 days before publication of quarterly, half-yearly, annual or preliminary annual figures. The company may set further periods during which options may not be exercised. 3) Subscribed, entitlement to options does not yet exist, options not yet issued, seven Management Board members were entitled to subscribe. 4) Subscribed, entitlement to options does not yet exist, options not yet issued. 2001 Options granted If the accounts were drawn up according to SFAS 123 “Accounting for Stock Based Compensation”, the fair value would be used in valuing the stock options. The fair value of the stock options issued by GfK during 2000, 2001 and 2002 has been calculated at the date of granting the options on the basis of a Black-Scholes option price model, taking into account the conditions of issue. The parameters used in determining the fair value and the totals based on these were as follows: Tranche 1 2 3 Implicit volatility on date of issue 33 % 39 % 39 % Risk-free investment interest1) 5.2 % 4.8 % 4.7 % 5.58 5.59 5.55 Fair value per option in EUR 16.42 12.92 7.63 Total value per programme 6,390 4,854 2,902 Term in years 1) Yields on German public sector bearer bonds outstanding with average remaining terms of over five to six years inclusive. The average weighted remaining term of the stock options as at 31 December 2002 was four years (2001: 4.5 years). The development of the stock options issued has been as follows: Balance at start of year Supplementary disclosures (valuation at fair value as at 31 December 2002) 2002 Number of Options Average exercise price in EUR/share Number of Options Average exercise price in EUR/share 389,165 55.20 764,890 48.57 The following table shows the parameters and totals of the three issued tranches when valued at the 2002 year-end: Tranche 1 2 3 Implicit volatility on closing date 41 % 41 % 41 % Risk-free investment interest1) 3.2 % 3.4 % 3.7 % 3 4 5 0.18 0.80 2.80 70 302 1,065 375,725 41.71 380,300 24.14 Exercised – – – – Term in years Expired – – – – Fair value per option in EUR Repayments – – – – Total value per programme Balance at year-end Exercisable at year-end F I N A N C I A L S TAT E M E N T S 764,890 48.57 1,145,190 40.46 _ _ 389,165 55.20 During financial year 2002, the Stock Options Programme involved no personnel expenses. 1) Swap rates with identical maturities. As at the reporting date of 31 December 2002, the option value is calculated taking into account the remaining terms of the individual tranches. Market rates as at the balance sheet date of 31 December 2002 were used for the parameters. Other comprehensive income The changes in other comprehensive income are as follows: Before tax Unrealized profits/losses from market valuation of available-for-sale securities: Change in unrealized profits/losses Realized profits/losses owing to reclassification Differences from currency conversion 2001 Tax effect Net Before tax 2002 Tax effect Net 30 –6 24 –9 2 –7 4,579 – 1,795 2,784 – 14 5 –9 – 12 0 –12 –9 0 –9 4,597 – 1,801 2,796 – 32 7 – 25 Difference from pension valuation – 56 22 – 34 56 – 22 34 Difference from currency translation: capital consolidation and equity valuation 650 80 730 – 2,422 – 201 – 2,623 5,191 – 1,699 3,492 – 2,398 – 216 – 2,614 Total unrealized profits/losses from available-for-sale securities Change in other comprehensive income 109 Proposed appropriation of profits In accordance with the German Stock Corporation Act, the dividend that may be distributed is determined by the retained profit reported in the annual financial statements of GfK AG prepared under the provisions of the German Commercial Code (HGB). A proposal will be made to the General Meeting to distribute a dividend of EUR 5,224 thousand (EUR 0.20 per no-par share) to the shareholders out of the retained profit for 2002 of EUR 32,930 thousand. 2001 Germany 31.12.2001 Total > 1 year Provisions for pensions Provisions for taxes 31.12.2002 Total > 1 year 17,478 16,252 19,235 17,939 4,525 – 5,788 607 Other provisions 39,942 5,209 44,613 4,356 Provisions 61,945 21,461 69,636 22,902 – 530 34 547 – – – – 37 – 12 2 –3 1 – – 45 – – 46 78 368 73 Actual return on plan assets Participant contributions – – 5 – Benefits paid – – 18 – – 20 Settlements – – – – 78 34 547 404 486 Fair value of plan assets as at 31.12. The following table shows the reconciliation from the financing status of the plan assets to the amounts stated in the consolidated balance sheet: Provisions for pensions The following tables provide more detailed information about the GfK Group’s pension plans. The projected benefit obligation (PBO) has developed as follows: 2001 Germany Projected benefit obligation as at 01.01. Price differences 14,651 Abroad 1,289 2002 Germany Abroad 20,750 1,493 – – 104 – – 93 Service costs 351 165 1,098 200 Interest costs 803 41 1,096 46 2001 Germany Extent to which the pension plan is financed Unrealized actuarial gains/losses Non-amortized amount from initial application of SFAS 87 or SFAS 106 Net figure reported 4,305 117 –3,299 – 13 Prepaid pension costs Benefits paid – 518 – 90 – 552 – 97 Pension provision Plan amendments 1,226 75 – 76 – 68 – – – Projected benefit obligation as at 31.12. 20,750 1,493 19,093 1,612 Abroad 2002 Germany Abroad 20,716 946 18,689 1,126 – 4,067 – 110 – 519 – 84 13 – 76 11 – 67 16,662 760 18,181 975 Included in the balance sheet Actuarial gains/losses Settlements 2002 Germany Abroad Price differences Employer contributions The provisions are broken down as follows: Abroad Fair value of plan assets as at 01.01. Currency effects 16. Provisions 110 The following table shows the development of plan assets: Minimum pension liability in other comprehensive income Net figure reported – – – 79 – 16,718 760 18,260 975 – 56 – – – 16,662 760 18,181 975 Notes: notes to the consolidated balance sheet The following values result for pension plans in which the accumulated benefit obligation (ABO) exceeds the fair value of the plan assets: 2001 Germany Accumulated benefit Obligation (ABO) 13,268 Abroad 1,086 2002 Germany Abroad 15,846 1,182 F I N A N C I A L S TAT E M E N T S concerned. The basis of assessment for contributions to such plans is mainly the length of service with the company and the wage or salary level of the employee. The pension expenses of defined contribution plans were EUR 3,758 thousand (2001: EUR 3,885 thousand) in financial year 2002. Other provisions The breakdown of other provisions is as follows: Fair value of plan assets at the end of the reporting period 34 547 404 486 31.12.2001 31.12.2002 25,018 29,821 Sales 2,308 3,515 Invoices outstanding 2,515 1,838 External accounting and auditing costs 1,720 1,704 304 1,275 Personnel The assumptions regarding the discount rate and compensation trends as well as long-term return on the plan assets used to calculate the PBO vary depending on the general economic conditions of the country for which the pension plan has been set up. The actuarial calculation of value is based on the following assumptions (weighted averages): Anticipated losses on pending transactions Miscellaneous Other provisions Discount rate Expected long-term return on plan assets Long-term compensation increase 2001 2002 5.8 % 5.6 % 0.5 % 2.6 % 0 % to 9 % 5.1 % The period-related net pension expenses for financial years 2001 and 2002 contain the following items: Components of pension expenses 2001 Germany Abroad 2002 Germany Abroad 351 166 1.098 166 Interest cost 803 41 1.096 32 Amortization of amounts from initial application of SFAS 87 or SFAS 106 The provisions for employees comprise mainly commitments for the payment of bonuses, holiday arrears, flexitime balances, anniversary expenses and severance payments. Miscellaneous other provisions mainly comprise amounts owed to insurance companies (EUR 1,525 thousand), obligations to households, survey respondents and interviewers (EUR 1,789 thousand), compensation risks (EUR 564 thousand) and financial obligations (EUR 544 thousand). 17. Financial liabilities Amounts due to banks –3 – 11 –2 –3 Liabilities under capital leases –1 4 –1 4 0 0 176 9 1,150 200 2,367 208 31.12.2001 31.12.2002 14,362 24,221 1,852 2,305 0 2,013 Other financial liabilities 12,257 5,503 Short-term liabilities with a term of up to 1 year 28,471 34,042 Amounts due to banks 10,464 22,923 (0) (4,688) Bills of exchange payable Realized gains and losses Pension expenses (net) 6,460 44,613 Financial liabilities are as follows: Service cost (present value of entitlements acquired during financial year) Expected return on plan assets 8,077 39,942 of which with a remaining term of over 5 years Liabilities under capital leases Defined contribution plans of which with a remaining term of over 5 years Some companies within the GfK Group offer their staff defined contribution plans. The concrete benefits can vary depending on the legal, tax and economic framework conditions of the country Other financial liabilities 14,430 13,455 (11,174) (10,380) 0 2,462 (0) (1,658) Long-term liabilities with a term of over 1 year 24,894 38,840 Financial liabilities 53,365 72,882 of which with a remaining term of over 5 years 111 18. Trade payables Other financial liabilities contain loan liabilities totalling EUR 3,605 thousand (2001: EUR 0) as at 31 December 2002, of which EUR 3,502 thousand (2001: EUR 0) concerning related parties. Trade payables are as follows: Liabilities from the acquisition of participations stood at EUR 3,819 thousand (2001: EUR 12,257 thousand) as at 31 December 2002, of which EUR 344 thousand was in respect of associated companies and EUR 2,411 thousand (2001: EUR 12,257 thousand) in respect of other related parties. As at 31 December 2002, the weighted average interest rate for amounts due to banks was 4.01% (2001: 4.22%). 31.12.2001 Remaining Total term > 1 year Trade payables owed to third parties owed to affiliated companies The financial liabilities become due in the next five years and thereafter as follows: owed to associated companies owed to other participations 20031) 112 34,042 2004 8,769 2005 6,979 2006 4,138 2007 2,228 Subsequent years 16,726 Financial liabilities 72,882 Trade payables 32,127 1,603 35,326 413 13 – 734 – 1,076 – 240 – 13 – 18 – 33,229 1,603 36,318 413 19. Other liabilities The other liabilities comprise the following: 1) Contains current account liabilities payable on demand in the context of credit lines Tax liabilities As at 31 December 2002, the GfK Group had confirmed credit lines of EUR 115,379 thousand (2001: EUR 118,171 thousand), of which EUR 82,560 thousand (2001: EUR 105,518 thousand) has not been used. The weighted average rate of interest on the credit lines is 6.43% (2001: 6.16%). 31.12.2001 Amounts due to banks secured by mortgages 14,851 15,301 deposit or pledging of securities 3,459 337 assignment of receivables 1,729 1,754 304 1,248 other collateral Liabilities under leases secured by transfer of movable assets other collateral Secured liabilities 26 543 0 124 20,369 19,307 31.12.2002 12,379 15,502 1,936 1,928 Liabilities in connection with social security 4,955 5,651 Amounts owed to employees 1,292 1,937 438 1,348 1,056 1,026 Other accounts payable to affiliated companies 406 335 Other accounts payable to associated companies 120 136 Accounts payable to clients 31.12.2002 31.12.2001 Wages and salaries Reimbursement commitments There is collateral amounting to EUR 19,307 thousand (2001: EUR 20,369 thousand) for amounts due to banks and liabilities under leases amounting to EUR 62,905 thousand (2001: EUR 41,108 thousand). The collateral is broken down as follows: 31.12.2002 Remaining Total term > 1 year Other accounts payable to related parties 421 24 Miscellaneous liabilities 12,840 776 Other liabilities 35,843 28,663 As at 31 December 2002, there were other liabilities amounting to EUR 3,093 thousand (2001: EUR 3,535 thousand) with a remaining term of over one year. 20. Related parties During the financial year under review, significant relationships which went beyond the normal business transactions existed with the following persons and groups: In respect of GfK-NÜRNBERG Gesellschaft für Konsum-, Marktund Absatzforschung e.V., Berlin, the majority shareholder of GfK AG, there were primarily loan and other receivables in the amount of EUR 422 thousand. Notes: supplementary disclosures regarding the balance sheet Mr Jürgen Ignaczak is a minority shareholder of ENIGMA Institut für Markt- und Sozialforschung Jürgen Ignaczak GmbH, Wiesbaden. There is a receivable in respect of him of EUR 2,911 thousand, which is a payment on account for the acquisition of the remaining shares in the company. On the basis of loans to GfK Group companies, there were liabilities to The NPD Group, Inc., Port Washington, New York, USA, amounting to EUR 510 thousand as at the reporting date. Mr Noel Muracciole is the minority shareholder in Institut Français de Recherche S.A., Viroflay, France. There were liabilities of EUR 1,569 thousand. There were loan liabilities amounting to EUR 502 thousand in respect of the members of the management of various subsidiaries. The receivables and liabilities in respect of related parties have a remaining term of up to one year. 21. Contingencies and other financial commitments The contingencies and other financial commitments that are not carried as liabilities in the consolidated balance sheet are reported at nominal values and represent the following amounts: Ongoing investment projects Maintenance, service and licence agreements In case of compliance by the contract partners, payment obligations of EUR 407 thousand will arise for the GfK Group during the years 2003 to 2005 as a result of competition agreements that have been concluded. The future commitments arising from lease agreements are described in the section on leases. The GfK Group concludes transactions throughout the world in various international currencies, which may involve currency risks. Short-term investments, investment in securities and borrowing from banks take place in various currencies and can result in risks due to changes in exchange rates, rates of interest and market prices. Derivative instruments are selectively used to hedge variable-rate liabilities and to secure future payment flows. As per SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, the GfK Group states these at fair value on the reporting date as assets or provisions. Any gains or losses arising from changes in fair value are generally recognized as income or expense. 31.12.2001 Carrying amount Fair value 31.12.2001 31.12.2002 1,111 701 Financial instruments, other than derivatives 619 375 Financial investments 1,315 9,016 113 The carrying amounts and fair values of the financial instruments of the GfK Group are shown in the following table. Commitments arising from Furnishing collateral for third parties In the years 2003 to 2007, purchase price payment obligations for additional shares of EUR 24,321 thousand (2001: EUR 8,303 thousand) will result from purchase contracts concluded in connection with acquisitions. 22. Financial instruments and derivatives Ms Elcin Üner and Mr Ali Levent Orhun are minority shareholders and managing directors of Procon GfK Arastirma Hizmetleri A.S., Istanbul, Turkey. On the reporting date, there were other liabilities totalling EUR 921 thousand. Guarantees and sureties F I N A N C I A L S TAT E M E N T S 1,202 12,194 31.12.2002 Carrying amount Fair value 32,268 32,268 31,040 8,054 8,054 7,350 7,350 Liquid funds 47,555 47,555 45,167 45,167 Financial liabilities 53,365 53,365 72,882 72,882 226 226 0 0 Securities In addition, there are the following contingencies and financial commitments: Derivative financial instruments GfK Aktiengesellschaft has given a guarantee vis-à-vis The NPD Group Inc., Port Washington, New York, USA, corresponding to its participation in Intelect Partnership, Port Washington, New York, USA, held since 1 January 2001 via GfK Holding, Inc., Wilmington, USA, to the effect that it assumes 25 % of the liability for the contractual fulfilment of any commitments that may arise for The NPD Group, Inc. from the credit guarantee issued to a bank. This credit guarantee was given by The NPD Group, Inc. and Intelect Partnership vis-à-vis the bank in favour of NPD Intelect, L.L.C., a 99 % subsidiary of Intelect Partnership, to secure a loan for USD 8,950 thousand. The loan commitment as at 31 December 2002 amounted to EUR 6,301 thousand (USD 6,563 thousand) in total. Currency hedging contracts 31,040 Assets Liabilities Currency hedging contracts 0 0 203 203 Interest rate hedging contracts 0 0 735 735 23. Segment reporting The subdivision of the GfK Group into segments is based on the organization of the divisions corresponding to the products and services offered. 2002 The GfK Group provides services in the segments Consumer Tracking, Non-Food Tracking, Media, Ad Hoc Research and Other. Media Consumer Tracking: Information services regarding market and marketing matters relating to day-to-day consumer buying decisions and habits, providing information on almost all fast moving consumer goods plus a large number of slow moving consumer goods and services. Non-Food Tracking: Information services regarding marketing, sales and logistics in retail and industry for companies operating in consumer technology markets. 114 Sales Total income Depreciation Consumer Tracking 85,987 2,416 3,515 Non-Food Tracking 137,339 24,495 4,883 Ad Hoc Research Other Total 2002 Reconciliation Group 2002 2001 61,280 6,051 2,862 246,257 14,462 6,517 28,510 907 7,107 559,373 48,331 24,884 0 – 1,076 0 559,373 47,255 24,884 Sales Total income Depreciation Media: Information services on media consumer behaviour and attitudes. Services include quantitative analyses of viewer, reader and listener reach and qualitative surveys on acceptance, preferences and recall of media content. Consumer Tracking 84,799 – 202 4,971 Non-Food Tracking 119,539 17,484 6,221 Ad Hoc Research: Information services for developing, positioning and maintaining products and services, aimed at optimizing the mix of marketing policy activities and managing product and corporate brands and customer loyalty. Other Other: Internal services relating to IT and administration, services in connection with data collection, processing and analysis, method and product research and information services for the healthcare markets. In the GfK Group, the internal control and reporting are largely based on the same accounting and valuation methods as the consolidated financial statements. Media Ad Hoc Research Total 2001 Reconciliation Group 2001 As a rule, internal Group transactions are carried out at market prices. Sales are attributed to the countries in accordance with the principle of country of origin. The segment information for financial years 2002 and 2001 is as follows: 8,455 2,869 2,830 11,403 21,628 – 234 11,537 482,132 28,333 37,001 0 1,968 0 482,132 30,301 37,001 External sales by region are as follows: Germany Northern Europe The Group measures the success of its segments by reference to the operating income. The operating income of a segment is determined on the basis of the result before financial income (excluding other income) produced by the Management Information System. Entries at Group level due to consolidation are not taken into account. These are summarized in the reconciliation to consolidated total income. 56,527 199,639 Western and Southern Europe 2001 2002 192,409 204,664 51,965 59,123 148,253 196,661 Central and Eastern Europe 23,529 28,484 America 36,801 40,366 Asia and the Pacific External sales 29,175 30,075 482,132 559,373 During the reporting year and in the previous year, none of the segments recorded sales with any single client of more than 10 % of consolidated sales. 24. Pro forma statements in accordance with SFAS 141 Due to company acquisitions and other changes to the scope of consolidation, the previous year’s figures cannot be compared directly with the figures for the consolidated financial statements as at 31.12.2002. To facilitate a comparison, the influences resulting from changes are eliminated in the following pro forma statements in accordance with SFAS 141. Notes: changes since the previous year The following pro forma statement in accordance with SFAS 141 shows selected items from the income statement for 2002 on the assumption that all significant acquisitions and additional acquisitions concerning affiliated companies which took place during the last financial year, had already taken place on 1 January 2002. In the pro forma statement, the following transactions are taken into account: • First-time consolidation of Significant Belgium • First-time consolidation of the IFR Group companies that have been included • First-time consolidation of GPI KoFo D • Merger of the Nuremberg operations of IGG KG with GfK AG • Additional purchase of a 42.5% stake in GfK CBI Italy 2002 Actual Pro forma Sales F I N A N C I A L S TAT E M E N T S 25. Pending litigation and claims for compensation Neither GfK AG nor any of its subsidiaries were involved in any significant legal disputes as at 31 December 2002. 26. Events after the balance sheet date Following the change in the segmentation of equities on the Deutsche Börse in 2003, GfK shares are now listed on the SDax. With effect from 24 March 2003, the MDax was reduced from 70 to 50 stocks. According to the rankings published by Deutsche Börse on 31 January 2003, GfK was in 58th place on the basis of market capitalization and 68th on the basis of share volume traded. On the SDax, which like the MDax includes 50 stocks, GfK is ranked 7th. 27. Changes since the previous year Difference Absolute Per cent Accounting in accordance with US GAAP, which the GfK Group has applied for the first time in the year under review, differs from the previous HGB accounting. The differences that have material effects on the GfK Group’s consolidated financial statements are described below. 559,373 575,150 15,777 2.8 Result from ongoing business activity 45,281 48,617 3,336 7.4 Consolidated total income before minority interests 30,004 32,172 2,168 7.2 Intangible assets Consolidated total income 25,673 27,137 1,464 5.7 0.98 1.04 0.06 6.1 In accordance with HGB, only intangible assets acquired for consideration may be capitalized. In accordance with US GAAP, self-produced intangible assets may also be capitalized. Earnings per share in EUR The income statement 2001 is the basis for the following pro forma statement in accordance with SFAS 141. It has been assumed that all material changes in the scope of consolidation that took place in 2002, had already taken place on 1 January 2001. In addition to the above changes in the scope of consolidation, there are the following transactions: Goodwill • First-time consolidation of E+G Spain, G+E Spain, GfK M.S. Portugal, Intercampus Portugal and Metris Portugal • First-time consolidation of GfK Macon D • Purchase of an additional 20 % stake in Procon GfK Arastirma Hizmetleri A.S., Istanbul, Turkey 2001 Actual Pro forma Sales Result from ongoing business activity Difference Absolute Per cent 482,132 529,264 47,132 9.8 3,925 7,017 3,092 78.8 Consolidated total income before minority interests – 6,154 – 7,208 – 1,054 – 17.1 Consolidated total income – 4,741 – 8,591 – 3,850 – 81.2 Earnings per share in EUR – 0.18 – 0.33 – 0.15 – 83.3 In principle, goodwill from the first-time consolidation of subsidiaries is determined similarly in both accounting systems. In its consolidated financial statements in accordance with HGB, the GfK Group made use of the HGB option to offset goodwill against reserves with no impact on the result. In accordance with US GAAP, up to financial year 2001, there was the duty to amortize goodwill on a straight-line basis. In the case of acquisitions after 30 June 2001 and in existing cases from financial year 2002 onwards, goodwill should no longer be subject to regular amortization but should be subject to an annual impairment test, which may involve the application of extraordinary amortization. Leases The criteria in accordance with which in HGB accounting a leased asset must be capitalized by the lessee are based on taxation rules. They therefore differ from the criteria of US GAAP. As a result, capitalization duties for the lessee under US GAAP (capital leases) are more extensive than under HGB. 115 Reinstatement of original values In certain cases, it is prescribed in accordance with HGB that write-downs of an asset to a lower attributable value must be reversed by reinstating the original value when the reasons for the earlier write-down cease to exist. US GAAP does not permit the reinstatement of original values. In the GfK Group there were no grounds for reinstating original values during the reporting period for § 292 a HGB to be applied. 116 deemed to be quasi-permanent and are not included in the calculation of deferred taxes. Deferred tax assets on tax loss transfers are not permitted in accordance with HGB. In accordance with US GAAP, deferred taxes are also formed on quasi-permanent differences. It is obligatory to form deferred taxes on tax loss transfers. On each balance sheet date, the extent to which the deferred tax assets can be realized must be assessed and a valuation allowance made if necessary. Recognition of sales Provisions for pensions and similar obligations In accordance with HGB, a sale made within a sales transaction may only be recognized when the service has been completed and invoiced. Ongoing orders are reported as inventories until such time. In accordance with HGB, the valuation of pension obligations is largely carried out applying the partial value method pursuant to § 6 a EStG (German Income Tax Act), but other methods are also permissible. In accordance with US GAAP, the application of the projected unit credit method is mandatory. In contrast with HGB, future salary rises of the person entitled to the pension are taken into account. Entitlements in respect of pension funds are offset against the provision. In accordance with US GAAP, an allocation to the pension provisions that initially has no impact on income is possible in some cases. In accordance with US GAAP, the recognition of sales is determined by the portion of the deliverable that is already accomplished. Sales may therefore also be recognized before the completion of the deliverable and when services have not yet been invoiced. Reporting unrealized profits In accordance with HGB, the principle of prudence does not permit the inclusion of unrealized profits, but requires unrealized losses to be stated as soon as they can be anticipated. US GAAP permits the inclusion of unrealized profits. For assets and liabilities in foreign currencies, this means that in accordance with US GAAP these need to be converted at the rate of exchange on the reporting date. Exchange gains and losses are taken to the income statement. Securities must be valued at the fair value on the balance sheet date, even if this value is higher than the cost of acquisition. The price gain or loss must be recognized in the income statement, unless securities are held as fixed assets. In this case, the valuation is only stated in the income statement for price losses with permanent character. Otherwise, the write-up or write-down has no impact on income. The valuation difference is stated on the liabilities side as other comprehensive income. HGB provides no specific provisions for the valuation of derivative instruments, so that the general principles of valuation at acquisition cost and of the principle of prudence apply. In accordance with US GAAP, derivative instruments must be valued at their fair value on the balance sheet date. Special rules apply to hedging transactions. Deferred taxes When applying HGB, deferred taxes are formed for temporary differences between the commercial and tax balance sheets. Differences which only reverse after a long period of time or following the sale of assets or liquidation of companies are Other provisions HGB permits the setting up of provisions for amounts owed to third parties as well as for internal costs such as for example maintenance (provisions for expenditure). Provisions must be valued according to the principle of prudence. In accordance with US GAAP, provisions for expenditure are not permitted. Provisions must be valued at the amount that will most probably be used. If several equally probable amounts exist, the lowest of the range must be stated. Liabilities on orders in progress In accordance with HGB, invoices for prepayments or payments on account which have not been paid by the balance sheet date may not be stated as payments on account received. The underlying receivable must also be eliminated, because this is a pending transaction for both sides. Given the different way of realizing sales, receivables from pending transactions may be reported in accordance with US GAAP. Liabilities arising from orders in progress include accrued sales which have resulted from invoices for prepayments or payments on account, but cannot yet be recognized as sales in accordance with the method of realizing sales. The accrued amounts may be matched both by open as well as by already settled receivables. Notes: changes since the previous year Scope of consolidation In accordance with HGB, subsidiaries are included in the consolidated financial statements if the parent company holds the majority of the voting rights or if the companies are under the uniform control of the parent company. For a company to qualify as an associated company, a participation quota of at least 20% is required, as well as the actual exercise of determining influence. The following companies, which are consolidated in accordance with HGB, are not included for US GAAP due to their minor importance in terms of the Group’s net assets, total income and financial position: • Adfinders B.V., Hoofddorp, Netherlands • Exmarket + GfK Praha spol. s.r.o., Prague, Czech Republic • GfK Data Services GmbH, Nuremberg • GfK Fernsehforschung GmbH, Nuremberg In accordance with US GAAP, the consolidation of subsidiaries depends on the control exercised by the parent company. The rights of minority shareholders in particular have to be examined to determine whether they hinder the control by the parent company. • GfK Marketing Services Verwaltungs-GmbH, Nuremberg • GfK Marktforschung GmbH, Nuremberg • GfK Panel Services Consumer Research GmbH, Nuremberg A minimum participation of 20% in accordance with US GAAP is not a precondition for qualification as an associated company. By contrast with the corresponding HGB provision, it is only a question of the possibility of exercising a determining influence. The reconciliation of the scope of consolidation from HGB as at 31 December 2001 to the scope of consolidation in accordance with US GAAP as at 31 December 2001 is described below. Fully consolidated companies The scope of consolidation in accordance with US GAAP as at 31 December 2001 comprised nine (HGB 18) German and 75 (HGB 86) international subsidiaries in addition to the parent company. • GfK Testmarktforschung GmbH i.L., Nuremberg • Intomart DataCall B.V., Hilversum, Netherlands • Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 117 • MMO Media-Market-Observer GmbH, Vienna, Austria In accordance with US GAAP, GfK Marketing Services Hong Kong Limited, Hong Kong, China and GfK Immobilier EURL, RueilMalmaison, France, are included in the scope of consolidation as at 31 December 2001. In accordance with HGB, the GfK Group had not included these companies in the consolidated financial statements due to their minor importance. The direct parent companies of the following companies qualify as affiliated companies for HGB purposes, but are treated as associated companies for US GAAP purposes. The subsidiaries of associated companies are not deemed to be Group companies. The following table shows the differences in fully consolidated subsidiaries between HGB and US GAAP as at 31 December 2001: • dm-plus Direktmarketing GmbH, Nuremberg • bwv IT solutions AG, St. Gallen, Switzerland Reconciliation of consolidated subsidiaries from HGB to US GAAP (No.) • dm-plus Direktmarketing AG, St. Gallen & Rotkreuz, Switzerland HGB 31.12. 2001 Changes US GAAP 31.12. 2001 Germany 18 –9 9 Abroad 86 – 11 75 104 – 20 84 Total F I N A N C I A L S TAT E M E N T S • dm michelotti AG, Rotkreuz, Switzerland • definitive systems ltd., Zurich, Switzerland • GfK PORTUGAL - Marketing Services, LDA, Lisbon, Portugal • METRIS-MÉTODOS DE RECOLHA E INVESTIGAÇÃO SOCIAL, LDA, Lisbon, Portugal (Metris Portugal). Four subsidiaries which are fully consolidated in accordance with HGB are not included in US GAAP accounting, because they are qualified by US GAAP as associated companies. These are: • bwv Holding AG, St. Gallen, Switzerland (bwv Holding Switzerland) • EMER GfK S.L., Valencia, Spain (E+G Spain) • Ernst und GfK Grundstücksgesellschaft, Nuremberg (Ernst und GfK D) • G.E. Marketing Research S.A., Valencia, Spain (G+E Spain) Affiliated companies that were not included in the consolidated financial statements due to minor importance In deviation from HGB, the GfK Group did not include 21 companies (HGB 16) in the consolidated financial statements due to their minor significance for the Group’s net assets, total income and financial position. The following table shows the differences in other participations between HGB as at 31 December 2001 and US GAAP as at 31 December 2001: Associated companies The following table shows the differences between HGB as at 31 December 2001 and US GAAP as at 31 December 2001 in associated companies: Reconciliation of other participations from HGB to US GAAP (No.) Reconciliation of associated companies from HGB to US GAAP (No.) HGB 31.12. 2001 Changes US GAAP 31.12. 2001 2 2 4 Abroad 18 6 24 Total 20 8 28 Germany 118 HGB 31.12. 2001 Changes US GAAP 31.12. 2001 Germany 1 –1 0 Abroad 9 –4 5 10 –5 5 Total In the consolidated financial statements in accordance with US GAAP, the GfK Group reports participations in 28 (HGB 20) associated companies. In accordance with HGB, the GfK Group had included the companies Ernst und GfK D, E+G Spain, G+E Spain and bwv Holding Switzerland as affiliated companies in the scope of consolidation. In accordance with US GAAP, GfK classifies these companies as associated companies. Minority interests Five other companies are defined as associated companies in accordance with US GAAP, which were reported as other participations in accordance with HGB. These are: Personnel expenses - information pursuant to § 285 No. 8 HGB • Caribou Lake Software, LLC, Minneapolis, USA (Caribou Lake USA) • INCOMA Consult s.r.o., Prague, Czech Republic (Incoma Consult Praha) The minority interests in accordance with HGB are included in the consolidated shareholders’ equity. In accordance with US GAAP, these are reported under borrowed capital. 28. Supplementary disclosures The expense items of the income statement contain the following personnel expenses: Wages and salaries Social security contributions • Information Resources-GfK B.V., Dongen, Netherlands (IRI/GfK Retail NL) Personnel expenses 2001 2002 174,368 199,030 35,348 45,090 209,716 244,120 • Information Resources GfK GmbH, Nuremberg (IRI/GfK Retail D) • MMXI Europe B.V., Amsterdam, Netherlands (MMXI Europe NL) Unlike for HGB, INTERCAMPUS-RECOLHA, TRATAMENTO E DISTRIBUIÇÃO DE INFORMAÇÃO, LDA, Lisbon, Portugal, is not reported as a Group company in accordance with US GAAP, because its direct parent company is classified by US GAAP as an associated company whereas it is an affiliated company in accordance with HGB. Number of employees The GfK Group employed 4,778 (2001: 4,296) staff on average during the year under review. The average number of employees over the year was determined on the basis of full-time employees. The calculation of the average was carried out using the key dates 31 March, 30 June, 30 September and 31 December. The employees were distributed over the divisions as follows: 2001 Other participations The consolidated financial statements as at 31 December 2001 in accordance with US GAAP comprise participations in five (HGB 10) other participations. The five companies classified as other participations by HGB (IRI/GfK Retail D, IRI/GfK Retail NL, MMXI Europe NL, Incoma Consult Praha and Caribou Lake USA) are included in the consolidated financial statements in accordance with US GAAP as associated companies. 2002 Consumer Tracking 778 844 Non-Food Tracking 1,067 1,304 Media Ad Hoc Research Other 328 332 1,455 1,730 557 451 4,185 4,661 Managing Directors/Management Board members 59 71 Trainees 52 46 4,296 4,778 Full-time employees Notes: supplementary disclosures F I N A N C I A L S TAT E M E N T S Total remuneration and shares of the Management Board and Supervisory Board The total remuneration and shares of the Management Board and Supervisory Board are as follows: Management Board Fixed component Supervisory Board 1,756 68 Variable component 766 84 Stock options (No.) 530,273 – Shares (No.) 410,626 178,283 During financial year 2001, the total remuneration of the Management Board, which contained one person fewer in the previous year, totalled EUR 1,953 thousand. The total remuneration of the Supervisory Board amounted to EUR 137 thousand. Former members of the management of GfK GmbH, Nuremberg, and of the Management Board of GfK AG, received total remuneration of EUR 578 thousand (2001: EUR 494 thousand); an amount of EUR 8,255 thousand (2001: EUR 6,813 thousand) was set aside by GfK AG for pension commitments to former members of the Management Board and managing directors. There were no loans or advances to members of the Management Board or Supervisory Board. Also no contingent liabilities were incurred for this group of persons. 119 Supervisory Board Peter Zühlsdorff Robert Raeber Chairman of the Supervisory Board of Nestlé Deutschland AG, Frankfurt/Main Blaue Quellen AG, Mainz-Weisenau Schöller GmbH, Nuremberg Chairman Chief Executive Officer of Tengelmann Warenhandelsgesellschaft, Mülheim/Ruhr DIH Deutsche Industrie-Holding GmbH, Frankfurt/Main Member of the Supervisory Board of Maus Frères SA, Geneva, Switzerland Member of the Board of Administration of GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Chairman of the Supervisory Board of TV Loonland AG, Munich Escada AG, Munich Member of the Supervisory Board of Merck KGaA, Darmstadt Deutz AG, Cologne Kaiser’s Tengelmann AG, Viersen Quelle AG, Fürth 120 Hajo Riesenbeck Management Consultant Since 13 June 2002 Director at McKinsey & Company, Düsseldorf Member of the Supervisory Board of ERI AG, Wörgl, Austria Chairman of the Board of Administration of GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Klaus Hehl Deputy Chairman Market Researcher Member of the Board of Administration of GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Dr. Wolfgang Chairman of the Board of Directors C. Berndt of the Institute For The Future, Menlo Park, Since 13 June 2002 California, USA Member of the Board of Directors of Cadbury Schweppes PLC, London, UK Member of the Österreichische Werbewissenschaftliche Gesellschaft, Vienna, Austria Member of the Board of Administration of GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Peter Danzl Helga Haub Independent Works Council representative at GfK Aktiengesellschaft Until 13 June 2002 Hans-Jürgen Kunert Independent Works Council representative at GfK Aktiengesellschaft Chairman of the Board of Administration of Clariant AG, Basle, Switzerland Member of the Board of Administration of GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Dr. Karl Gerhard Schmidt Until 13 June 2002 Dieter Wilbois Senior Specialist Software Development at GfK Aktiengesellschaft Elmar Wohlgensinger Market Researcher President of the Board of Administration of IHA-GfK AG, Hergiswil, Switzerland Weibel Hess & Partner AG, Stans, Switzerland Eiphos Holding AG, Hergiswil, Switzerland Telecontrol AG, Hergiswil, Switzerland Modata AG, Hergiswil, Switzerland Liechti AG, Kriegstetten, Switzerland GfM Schweiz, Gesellschaft für Marketing, Zurich, Switzerland Xaver Wyss AG, Ennetbürgen, Switzerland Member of the Board of Administration of Hergiswiler Glas AG, Hergiswil, Switzerland hotelguide.com, Sursee, Switzerland Rex Sport & Freizeit-Center, Stans, Switzerland active light GmbH, Stans, Switzerland Agnes Waser Immobilien AG, Kilchberg, Switzerland Darum Holding AG, Stansstad, Switzerland Central Swiss Chamber of Commerce, Lucerne, Switzerland GfK-NÜRNBERG Gesellschaft für Konsum-, Markt- und Absatzforschung e.V., Berlin Notes: Supervisory Board and Management Board Management Board Dr. Klaus L. Wübbenhorst Chief Executive Officer Deputy Chairman of the Board of Administration of R. Oldenbourg GmbH & Co. KG, Munich Chairman of the Board of Directors of GfK Holding, Inc., Wilmington, USA Procon GfK Arastirma Hizmetleri A.S., Istanbul, Turkey Petra Heinlein Since 1 January 2002 Responsible for the Media division Member of the Board of Administration of Telecontrol AG, Hergiswil, Switzerland Liechti AG, Kriegsstetten, Switzerland Modata AG, Hergiswil, Switzerland Dr. Gérard Hermet Responsible for the Non-Food Tracking division Member of the Supervisory Board of G.E. Marketing Research, S.A., Valencia, Spain GfK Marketing Services S.A., Rueil-Malmaison, France GfK Sofema International SARL, Rueil-Malmaison, France Financière ISL S.A., Issy les Moulineaux, France Institut de Sondage Lavialle (ISL) S.A., Issy les Moulineaux, France Gerhard Kirschner Until 31 March 2002 Heinrich A. Litzenroth Responsible for the Ad Hoc Research division Chairman of the Board of Directors of Custom Research Inc., Minneapolis, USA Chairman of the Board of Administration of GFK CONSUMER AND BUSINESS INFORMATION ITALY S.p.A., Milan, Italy Deputy Chairman of the Supervisory Board of GfK MACON AG, Waghäusel Member of the Board of Directors of GfK Holding, Inc., Wilmington, USA Indicorp Participações S.A., São Paulo, Brazil Member of the Supervisory Board of MarketingScan SNC, Rueil-Malmaison, France GfK Ad Hoc Research WORLDWIDE, Brussels, Belgium F I N A N C I A L S TAT E M E N T S Dr. Franz Merl Chief Financial Officer Since 1 April 2002 Responsible for the Financial Services, Central Services and Personnel Services divisions Wilhelm R. Wessels Responsible for the Consumer Tracking division and HealthCare activities Chairman of the Board of Directors of GfK Norge A/S, Oslo, Norway GfK Sverige AB, Lund, Sweden GfK Danmark A/S, Frederiksberg, Denmark Member of the Board of Administration of IHA-GfK AG, Hergiswil, Switzerland IHA Italia S.p.A., Milan, Italy Member of the Board of Directors of GfK InfoScan Sverige AB, Lund, Sweden Orange Interactive Research AB, Stockholm, Sweden m2A S.A., Saint Aubin, France Member of the Supervisory Board of Information Resources – GfK B.V., Dongen, Netherlands GfK Panelservices Benelux B.V., Dongen, Netherlands Member of the Advisory Board of Information Resources GfK GmbH, Nuremberg Declaration on the German Corporate Governance Code The declaration prescribed by § 161 of the German Stock Corporation Act has been given by the Management Board and Supervisory Board and has been made accessible to shareholders. 121 Shareholdings of the GfK Group As at 31 December 2002 Company name and registered office Share in the capital Financial year in % Equity EUR’000 Affiliated companies (Germany), included in the consolidated financial statements (all details according to US GAAP commercial balance sheet II) Contest-Census Gesellschaft für Markt- und Meinungsforschung mit beschränkter Haftung, Frankfurt/Main ENCODEX International GmbH, Nuremberg ENIGMA Institut für Markt- und Sozialforschung Jürgen Ignaczak GmbH, Wiesbaden GfK CEE Finance GmbH, Nuremberg GfK MACON AG, Waghäusel 2002 3961) 95.0 2002 – 421) 51.0 2002 180 100.03) 2002 3,919 51.0 2002 953 GfK Marketing Services GmbH & Co. KG, Nuremberg 100.0 2002 4,043 GfK PRISMA Institut für Handels-, Stadt- und Regionalforschung GmbH & Co. KG, Hamburg 100.0 2002 444 80.0 2002 1,116 100.0 2002 159 3) 100.0 2002 55 ADVAL SARL, Issy les Moulineaux, France 100.03) 2002 117 Adware Media Solutions B.V., Hilversum, Netherlands 100.03) 2002 – 190 Aspemar-GfK N.V., Brussels, Belgium 100.03) 2002 – 205 AUDIMEDIA SARL, Issy les Moulineaux, France 100.03) 2002 972 77.83) 2002 483 Borell Market Research AB, Stockholm, Sweden 100.03) 2002 11 Eiphos Holding AG, Hergiswil, Switzerland 100.03) 2002 3,177 GPI Kommunikationsforschung Gesellschaft für Pharma-Informationssysteme mbH, Nuremberg Media Markt Analysen GmbH & Co. KG, Frankfurt/Main Modata GmbH, Berlin 122 100.0 Affiliated companies (abroad) included in the consolidated financial statements (all details according to US GAAP commercial balance sheet II) Audimetrie N.V., Brussels, Belgium EMER GfK, S.L., Valencia, Spain Encodex B.V., Amstelveen, Netherlands 50.1 2002 2,404 100.03) 2002 – 323 3) Encodex Japan Ltd., Osaka, Japan 63.0 2002 – 533 FESSEL-GfK Institut für Marktforschung Ges.m.b.H., Vienna, Austria 94.8 2002 8,225 Financière ISL S.A., Issy les Moulineaux, France 71.93) 2002 3,494 G.E. Marketing Research, S.A., Valencia, Spain 50.1 2002 5,622 GfK - Centar za istrazivanje trzista d.o.o., Zagreb, Croatia 78.03) 2002 – 551 GfK - MEMRB Marketing Services Limited, Nicosia, Cyprus 60.0 2002 40 100.0 2002 16,146 85.0 2002 – 715 100.0 2002 2.527 GfK (U.K.) Ltd., West Byfleet, Surrey, UK GfK Asia Pte Ltd., Singapore, Singapore GfK Benelux Marketing Services B.V., Amstelveen, Netherlands GfK CONSUMER AND BUSINESS INFORMATION ITALY S.p.A., Milan, Italy GfK Custom Research Inc., Minneapolis, USA GfK Danmark A/S, Frederiksberg, Denmark 93.5 2002 – 708 100.03) 2002 6.178 87.0 2002 737 3) GfK Great Britain Ltd., London, UK 100.0 2002 – 42 GfK Holding, Inc., Wilmington, USA 100.0 2002 32,233 GfK Hungaria Piackutató Kft., Budapest, Hungary 100.03) 2002 736 GfK Immobilier EURL, Rueil-Malmaison, France 100.03) 2002 –6 GfK Market Consulting (Shanghai) Co. Ltd., Shanghai, China 100.03) 2002 357 GfK Marketing Services (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia 100.03) 2002 289 49.03) 2002 – 44 100.03) 2002 1,185 GfK Marketing Services (Thailand) Limited, Bangkok, Thailand GfK Marketing Services Australia Pty. Ltd., Sydney, Australia 1) Profit and loss pooling agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2002 9) In liquidation Shareholdings F I N A N C I A L S T A T E M E N T S Company name and registered office Share in the capital Financial year in % GfK Marketing Services Hong Kong Limited, Hong Kong, China GfK Marketing Services Italia S.r.l., Milan, Italy GfK Marketing Services Japan Ltd., Tokyo, Japan Equity EUR’000 85.0 2002 281 100.03) 2002 1,779 4,013 80.0 2002 GfK Marketing Services Korea Limited, Seoul, Korea 100.03) 2002 -997 GfK Marketing Services Ltd., Hong Kong, China 100.03) 2002 1,256 GfK Marketing Services Ltd., West Byfleet, Surrey, UK 100.03) 2002 13,951 2,420 GfK Marketing Services S.A., Rueil-Malmaison, France 100.0 2002 GfK Norge A/S, Oslo, Norway 100.0 2002 303 GfK Panelservices Benelux B.V., Dongen, Netherlands 100.03) 2002 3,420 GfK Panelservices Benelux Holding B.V., Dongen, Netherlands 92.4 2002 6,122 GfK Polonia Instytut Badania Opinii Sp. z o.o., Warsaw, Poland 100.03) 2002 1,510 80.03) 2002 1,316 GfK – Praha, s.r.o., Prague, Czech Republic 100.03) 2002 981 GfK Romania-Institut de Cercetare de Piata Srl, Bucharest, Romania 100.03) 2002 167 GfK Slovakia spol. s r.o., Bratislava, Slovakia 100.03) 2002 230 GfK PORTUGAL - Marketing Services, LDA, Lisbon, Portugal GfK Sofema International SARL, Rueil-Malmaison, France 100.0 2002 4,460 GfK Sverige AB, Lund, Sweden 100.0 2002 1,009 GfK-Bulgaria, Institut für Marktforschung EGmbH, Sofia, Bulgaria 100.03) 2002 87 GfK-RUS Gesellschaft mbH, Moscow, Russia 100.03) 2002 – 121 GfK-Ukrainian Surveys & Market Research (USM), Kiev, Ukraine 100.03) 2002 580 70.04) 2002 449 100.03) 2002 570 IFR Italia S.r.L., Milan, Italy 70.04) 2002 59 IFR Marketing España S.L., Madrid, Spain 70.04) 2002 312 100.04) 2002 674 7) 2002 32,856 60.03) 2002 201 100.03) 2002 54 Institut de Recherche d'Informations statistiques (IRDIS) SARL, Montigny le Bretonneux, France 95.03) 2002 186 Institut de Sondage Lavialle (ISL) S.A., Issy les Moulineaux, France 99.93) 2002 2,317 Institut Français de Recherche S.A., Viroflay, France 51.4 2002 7,662 INTERCAMPUS-RECOLHA, TRATAMENTO E DISTRIBUIÇÃO DE INFORMAÇÃO, LDA, Lisbon, Portugal 50.13) 2002 97 Intomart B.V., Hilversum, Netherlands 100.03) 2002 4,323 Intomart GfK Belgium N.V., Brussels, Belgium 100.03) 8) 2002 2,246 Intomart GfK Group B.V., Hilversum, Netherlands 100.0 2002 1,331 Liechti AG, Kriegstetten, Switzerland 100.03) 2002 1,949 80.04) IFR Europe Ltd., London, UK IFR France S.A., Viroflay, France IHA Italia S.p.A., Milan, Italy IHA-GfK AG, Hergiswil, Switzerland 100.0 INCOMA Research, s.r.o., Prague, Czech Republic Informark Pty. Ltd., Braddon, Australia MARKET ANALYSIS E.P.E., Athens, Greece Martin Hamblin GfK Healthcare UK Limited, West Byfleet, Surrey, UK Martin Hamblin GfK Limited, London, UK 2002 49 100.0 2002 12,011 51.0 2002 – 1,204 3) 2002 1,056 METRIS-MÉTODOS DE RECOLHA E INVESTIGAÇÃO SOCIAL, LDA, Lisbon, Portugal 51.03) 2002 143 MMO Media-Market-Observer GmbH & Co KG, Vienna, Austria 54.63) 2002 – 381 Modata AG, Hergiswil, Switzerland 100.03) 2002 844 Orange Interactive Research AB, Stockholm, Sweden 100.03) 2002 566 51.03) 2002 – 225 Martin Hamblin Research Inc., Hartford, Connecticut, USA Oz Toys Marketing Services Pty. Ltd., Sydney, Australia 1) Profit and loss pooling agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law 100.0 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2002 9) In liquidation 123 Company name and registered office Share in the capital Financial year in % Procon GfK Arastirma Hizmetleri A.S., Istanbul, Turkey Equity EUR’000 70.1 2002 941 PS – Martin Hamblin Limited, London, UK 100.03) 2002 29 PT GfK Marketing Services Indonesia, Jakarta, Indonesia 100.03) 2002 40 Romtec-GfK Ltd., Maidenhead, Berkshire, UK 100.03) 2002 0 Significant bvba, Heverlee, Belgium 51.23) 2002 521 Strateji GfK Research Services A.S., Istanbul, Turkey 99.63) 8) 2002 58 100.0 2002 2,452 GfK Data Services GmbH, Nuremberg 100.0 2002 286) GfK Fernsehforschung GmbH, Nuremberg 100.0 2002 286) GfK International Consultancy & Development GmbH, Nuremberg 100.0 2002 146) 3) Telecontrol AG, Hergiswil, Switzerland Affiliated companies (Germany), which are not included in the consolidated financial statements 124 GfK Marketing Services Verwaltungs-GmbH, Nuremberg 100.0 2002 286) GfK Marktforschung GmbH, Nuremberg 100.0 2002 296) GfK Panel Services Consumer Research GmbH, Nuremberg 100.0 2002 286) I+G Gesundheits- und Pharmaforschung Verwaltungs-GmbH, Nuremberg 100.0 2002 296) 4) IFR Monitoring Deutschland GmbH, Düsseldorf, Germany 70.0 2002 826) Media Markt Analysen Verwaltungs-GmbH, Frankfurt/Main 100.0 2002 286) PRISMA Projekt-Beratung GmbH, Hamburg 100.0 2002 496) Adfinders B.V., Hoofddorp, Netherlands 100.03) 2002 – 6546) CATICALL – RECOLHA DE INFORMAÇÃO ASSISTIDA POR COMPUTADOR, LDA, Lisbon, Portugal 100.03) 2002 52) 3) 2002 326) 3) 2002 05) 3) 75.6 2002 06) GfK Belgium S.A., Brussels, Belgium 100.03) 2002 5596) GfK Belgrade d.o.o., Belgrade, Federal Republic of Yugoslavia 100.03) 2002 492) GfK do Brasil S/C Ltda., São Paulo, Brazil 100.0 2002 6936) 92.0 2002 786) 100.0 2002 2186) 75.0 Affiliated companies (abroad), which are not included in the consolidated financial statements CMI Field SARL, Viroflay, France 100.0 dragon eye Ltd., Hergiswil, Switzerland 100.0 GfK Ad Hoc Research WORLDWIDE, Brussels, Belgium 3) GfK InfoScan Sverige AB, Lund, Sweden GfK Marketing Services South Africa, Sandton, South Africa GfK NPD Marketing Services Worldwide B.V., Amstelveen, Netherlands GfK Panel Arastirma Hizmetleri A.S., Istanbul, Turkey 2002 – 226) 3) 2002 586) 3) 93.5 GfK Stratégie et développement GIE, Rueil-Malmaison, France 100.0 2002 766) I + G Infratest Medical Research Inc., Rhode Island, USA 100.0 IFR Nederland B.V., Amsterdam, Netherlands 2002 5) 9) 4) 70.0 2002 376) 100.03) 2002 156) IFR U.K. Ltd., London, UK 71.34) 2002 – 566) I+G Infratest & GfK Gesundheitsforschung (Suisse) GmbH, Basle, Switzerland 85.0 IFR Polska Sp. z o.o., Warsaw, Poland Intomart DataCall B.V., Hilversum, Netherlands MMO Media-Market-Observer GmbH, Vienna, Austria MMXI Switzerland GmbH, Hergiswil, Switzerland Procon GfK Ltd., Baku, Azerbaijan 1) Profit and loss pooling agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 2002 – 3966) 3) 2002 – 3376) 3) 2002 416) 3) 2002 – 7292) 3) 2002 26) 100.0 100.0 80.2 100.0 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2002 9) In liquidation Shareholdings Company name and registered office F I N A N C I A L S TAT E M E N T S Share in the capital Financial year in % Equity EUR’000 Associated companies (Germany) ConsumerSCOPE International GIE, Nuremberg 40.0 5) 5) 2) Ernst und GfK Grundstücksgesellschaft, Nuremberg 50.0 2002 Information Resources GfK GmbH, Nuremberg 19.6 2002 – 11,0806) 587 66.73) 2002 – 3,0936) 3) 2002 – 5302) 3) 25.0 5) 5) Europanel Raw Database GIE, Brussels, Belgium 50.0 5) 5) European Flash Surveys EEIG, Brussels, Belgium 50.0 2002 5) GfK-Media Research Middle East AG, Hergiswil, Switzerland 49.03) 8) 2002 5) 3) 2002 2312) 3) 2002 4,8622) 3) 2002 972) 3) Associated companies (abroad) bwv Holding AG, St. Gallen, Switzerland Caribou Lake Software, LLC, Minneapolis, USA Common Technology Centre EEIG, London, UK Holden Pearmain Research Ltd., London, UK IHA·IMS Health GmbH, Hergiswil, Switzerland INCOMA Consult, s.r.o., Prague, Czech Republic 19.9 20.0 50.0 19.5 Indicorp Participações S.A., São Paulo, Brazil 19.9 2002 4242) Information Resources-GfK B.V., Dongen, Netherlands 19.9 2002 – 4,2442) 17,2252) 3) Intelect Partnership, Port Washington, New York, USA 25.3 2001/2002 Isometric Solutions, LLC, Minneapolis, USA 40.03) 2002 – 512) Jan Schipper Compagnie B.V., Bussum, Netherlands 20.03) 2002 1306) m2A S.A., Saint Aubin, France 35.0 2002 3562) MarketingScan SNC, Rueil-Malmaison, France 50.0 2002 2,8062) 3) Media Focus (ARGE), Hergiswil, Switzerland 50.0 2001/2002 NET SURVEY SZONDA IPSOS és GfK Hungária Internet Kutató Intézete Kft., Budapest, Hungary 50.03) 2002 3) 5976) 02) ORG-GfK Marketing Services (India) Private Limited, Mumbai, India 40.0 2001/2002 263 Sports Tracking Europe B.V., Amstelveen, Netherlands 25.0 2001/2002 456) St. Mamet Saisie Informatique (SMSI) SARL, Saint Mamet-la Salveta, France 20.03) 2002 4822) 3) 2002 – 36) 3) 2002 5) 3) 50.0 2002 5) 49.03) 2002 5) 5.8 2002 5) UFO Veld B.V., Amsterdam, Netherlands 50.0 Unified Fieldwork Organisation UFO V.O.F., Amsterdam, Netherlands V.O.F. Projectbureau Politiemonitor, Hilversum, Netherlands 50.0 Other participations (abroad) Bureau voor Reclame Statistiek Hoofddorp B.V., Hoofddorp, Netherlands IRI Infoscan Ltd., Maidenhead, Berkshire, UK 1) Profit and loss pooling agreement 2) Details as per commercial balance sheet II 3) Fully indirect shareholding 4) Partially indirect shareholding 5) Details not available 6) Details as per provisional financial statements drawn up under national law 7) Share capital (excluding non-voting participation certificates) 8) Newly established in 2002 9) In liquidation 125 126 Auditors’ Report F I N A N C I A L S TAT E M E N T S AUDITORS’ REPORT We have audited the consolidated financial statements, comprising the balance sheet, the income statement and the statements of changes in shareholders’ equity and cash flows as well as the notes to the financial statements prepared by the GfK Aktiengesellschaft, Nuremberg for the business year from 1 January 2002 to 31 December 2002. The preparation and the content of the consolidated financial statements in accordance with Accounting Principles Generally Accepted in the United States of America (US GAAP) are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit of the consolidated financial statements in accordance with German auditing regulations 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 it can be assessed with reasonable assurance whether the consolidated financial statements are free of material misstatements. Knowledge of the business activities and the economic and legal environment of the Group and evaluations of possible misstatements are taken into account in the determination of audit procedures. The evidence supporting the amounts and disclosures in the consolidated financial statements is examined on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the net assets, financial position, results of operations and cash flows of the Group for the business year in accordance with Accounting Principles Generally Accepted in the United States of America. Our audit, which also extents to the group management report prepared by the Company’s management for the business year from 1 January 2002 to 31 December 2002, has not led to any reservations. In our opinion on the whole the group management report provides a suitable understanding of the Group’s position and suitably presents the risks of future development. In addition, we confirm that the consolidated financial statements and the group management report for the business year from 1 January 2002 to 31 December 2002 satisfy the conditions required for the Company’s exemption from its duty to prepare consolidated financial statements and the group management report in accordance with German law. 127 Nuremberg, 3 April 2003 Bayerische Treuhandgesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Kozikowski (German Public Auditor) Renner (German Public Auditor) In case of publication or transmission of the consolidated financial statements in a version different to the version confirmed by us (including translations into other languages), in so far as our audit opinion is quoted or our review referred to, a new statement is to be obtained from us. Please refer to § 328 HGB (German Commercial Code). 128 H RF EOS R AM B SACTHILOU N SS A Konzernbilanz D D I T I O N A L J AI N A D D I T I O N A L I N F O R M AT I O N 130 131 Glossary of financial terminology Glossary of specialist marketing terms 133 List of company abbreviations used in the management report 134 Contacts C3* The GfK Group: five-year overview C3* Index C4* Financial calendar *cover pages are marked with “C” 129 Glossary of financial terminology Affiliated companies Companies which are controlled by the parent company. As a rule, the parent company holds the majority of the voting rights and capital of the company. Associated companies Minority participations in companies on whose business or company policy a decisive, but not controlling influence is exercised. Associated companies are in principle valued at equity. Cash flow Balance of funds inflow and outflow affecting payment. 130 Cost of sales 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. Deferred taxes Tax assets or charges reported in the balance sheet to equalize the difference between the tax debt actually assessed and the commercial tax burden based on the accounting in accordance with US GAAP 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 US GAAP and the local tax balance sheet. EBIT Abbreviation for earnings before interest and taxes calculated as operating income plus other income less other expenses. EBIT margin EBIT in relation to sales. The higher the indicator, the higher the earnings power. Equity ratio On balance sheet equity in relation to total assets. The higher the indicator, the lower the level of indebtedness. Free float Free float is the portion of shares in a joint stock company measured in terms of the total number of shares issued, which is not held by major shareholders. At GfK, 36% of the share capital is in free float. Goodwill Intangible business asset that represents the value of the existing organization, its image, client base etc. at the time of acquisition of a company. Calculation: purchase price of the company less pro rata net worth. Gross cash flow Income for the accounting period less shares of income attributable to minority interests, depreciation and amortization and write-ups, deferred tax expenses and income, income from at equity valuations which have no effect on payment, book profits and losses on asset disposals, net interest income, changes in provisions and other expenses/income not affecting payment. Gross income from sales Sales less cost of sales. Income from participations Contains the items income from participations, profits and losses on the disposal of participations and depreciation on participations. Majority participations Affiliated companies Minority participations Generic term for associated companies and other participations. The participation quota is below 50 %. Net interest income Interest income less interest expenses. This item includes interest income and expenses on bank credits and liabilities, loans, securities, liabilities under leases and other accounts receivable and payable. Operating income Gross income from sales less selling and general administrative expenses. Most important internal earnings indicator. Other expenses Expenses in connection with ordinary business activities, excluding financial expenses not attributable to cost of sales or selling and general administrative expenses. Examples are losses from the disposal of fixed assets and exchange losses. Other financial income Financial income which is not attributable to income from participations or net interest income. Examples are profits or losses on the disposal of securities and write-downs on loans. Other income Income from ordinary business activities, 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 %. Selling and general administrative expenses Operating costs which are not directly related to individual client orders such as costs for general marketing measures and for accounting. Stock option programme Profit-sharing programme for managers, whereby managers waive variable salary components and instead receive options. Options can be exercised at the earliest after two years within set periods. In order for options to be received, the managers entitled must achieve individually agreed targets and the price of the GfK share must be above the exercise price. US GAAP Abbreviation for United States Generally Accepted Accounting Principles. Glossaries ADDITIONAL INFORMATION Glossary of specialist marketing terms Ad Hoc Research Systematic, empirical research, used as the basis for marketing decisions. Ad Hoc Research is one of GfK’s business divisions. Advertising test Testing of ads, commercials and other advertising media before or after they are published or shown. AGF (Television Research Partnership) The body for which GfK Fernsehforschung carries out continuous television audience research in Germany. Founded in 1988, the AGF now comprises the TV networks ARD, ProSiebenSAT.1 Media AG, RTL and ZDF. AGF/GfK TV panel TV panel. aTRACKtive A software package used to carry out standard and one-off analyses of data from the consumer panel ConsumerScan. aTRACKtive*web is the Internet-compatible version of aTRACKtive, giving clients and employees anywhere in the world access to the ConsumerScan databases at any time. Audience research Media research. BASS (Brand ASsessment System) Example of an instrument relating to the Integrated Intelligence approach. This combines data from the consumer panel ConsumerScan and from image and brand research in order to monitor the psychological and monetary value of a brand; data merging, brand value. Brand value The value of a brand, which is determined by considering various factors which make a brand attractive to consumers; BASS. Category Management A concept whereby manufacturers and retailers set joint targets and develop strategies for a particular product category and then endeavour to realize these. The aim is to increase sales and income. CLASS (Customer Loyalty and Satisfaction Study) A study carried out on behalf of Coca-Cola on customer loyalty. Concept test, concept test research Tools used to assess acceptance of a new product or advertising campaign based on a verbal description or picture, carried out before a product test. Consumer panel A sample of households which provide regular information on their purchases; ConsumerScope, ConsumerScan, aTRACKtive, BASS, electronic diary. ConsumerScan Consumer panel in which the purchasing behaviour of households and individuals is recorded. Covers purchases of nearly all fast moving consumer goods. Households record their purchases using an electronic diary; panel, household panel, aTRACKtive, BASS. ConsumerScope Mail panel, carrying out continuous surveys of purchases of consumer goods with slower-moving acquisition cycles and the use of services; consumer panel. Consumer Tracking A survey of households and individual consumers that is repeated at regular intervals: Consumer Tracking is one of GfK’s business divisions; tracking, panel, household panel, ECPO. Copy test Survey research procedure where a magazine or newspaper is used to determine what the interviewee has seen, read, recognized and retained. CSS® (Controlled Split Survey) GfK questionnaire splitting procedure to reduce time and money spent on oral and written surveys. Customer loyalty research Surveys to measure and improve customer satisfaction and customer loyalty; CLASS. Customer segmentation Data mining Computer-aided data analysis used to identify trends and correlations. Data warehouse Integrated system of databases used to support business decisions, particularly in marketing; S*T*A*R*T*R*A*C*K. ECPO (Electronic Consumer Panel Online) Consumer Tracking technology used to collect information on purchasing by means of various electronic devices or applications (Internet, personal digital assistant, mobile phone). Electronic diary A hand-held piece of electronic equipment used to input data, which is then downloaded by modem. Used by the consumer panel, ConsumerScan. ENCODEX An interface for business-to-business e-commerce transactions in consumer durables. Gain and loss forecast Qualitative instrument developed as part of Integrated Intelligence and used for target group segmentation; market segmentation. GfK*PackChallenger® Quantitative packaging test from GfK Ad Hoc Research. Household panel A representative sample of households which regularly report on their purchases; Consumer Tracking, ConsumerScan, panel. Image research Information gathering relating to the image of a company or specific product or service; BASS. Integrated Intelligence Service segment which specializes in integrating data from several GfK Group divisions and using it for complex consumer marketing surveys covering several areas; data merging, BASS, gain and loss forecast. Market segmentation. Data merging A statistical process whereby the features of subjects in one sample are transferred to those in another sample; Integrated Intelligence, BASS, MOVE. Internet reach The percentage of the total population or a given target group reached by a website; reach, media research. 131 Mail panel A postal survey of units of the same sample which is repeated at regular intervals; ConsumerScope. Market segmentation Divison of an overall market into submarkets using different categories. Segmentation can be by product type, price classes, geographic split or socioeconomic lifestyle features and value categories; gain and loss forecast. 132 Media research Systematic, empirical research used as a basis for media planning by media companies, their advertising clients, and others. This form of research is the responsibility of GfK’s Media business; reach, reach research, Radiocontrol. Media reach research Reach research. Modelling Method used to illustrate a complex real situation in simplified form taking account of the essential elements and correlations. The result is a model which can be used to analyze and simulate problems and produce forecasts. Modelling analyses Modelling. MOVE Name of a data merging project of GfK, whereby the ConsumerScan panel of GfK Panel Services and the TV panel of AGF/GfK Fernsehforschung are merged. The aim is to provide the advertising market with improved target group differentiation and analyses of advertising effectiveness monitoring. Portable people meter Metering equipment which is used in reach research and worn at all times. A typical portable people meter is Radiocontrol. Product test, product test research Concept test, concept test research. Radiocontrol Electronic meter, incorporated into a wristwatch, that measures radio listening; reach reach research media research, portable people meter. Radio research Measuring the listening habits of radio listeners; Radiocontrol. Ratings figures The audience figures in terms of households expressed as a percentage; TV panel. 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; reach research, TV panel, Radiocontrol. Reach research The continuous recording of media usage; reach, portable people meter, Radiocontrol. Retail panel Regular recording of sales, product categories and products via a representative sample of retailers with different retail types and sales channels; Non-Food Tracking, retail tracking. Retail research Non-Food Tracking Surveys of sales of consumer durables, carried out at regular intervals. Non-Food Tracking is one of GfK’s business divisions; retail tracking, retail panel, S*T*A*R*T*R*A*C*K. Panel A survey of individuals, households, companies etc. to obtain data on a single subject at regular intervals over a longer period, using the same sample and carried out using the same methods each time; TV panel, ConsumerScan, ConsumerScope, household panel, - tracking. Retail tracking. Retail tracking Continuous, systematic monitoring of sales in consumer durables and services markets. These product movements are recorded in all relevant sales channels and distribution forms in the retail trade; tracking, Non-Food Tracking, retail panel. S*T*A*R*T*R*A*C*K A host-free IT platform for the production and analysis of data from the GfK NonFood Tracking business; data warehouse. Target group segmentation Market segmentation. Telecontrol XL The latest generation of TV meters produced by GfK subsidiary, Telecontrol. Tracking 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; Consumer Tracking, retail tracking. TV meter An electronic instrument that measures a person’s TV viewing at regular intervals; in Germany and Austria this is done on a second-by-second basis; TV panel, Telecontrol XL. TV panel A representative sample of households, selected using statistical methods, whose TV viewing is continuously metered by GfK Fernsehforschung and used as the basis for audience share and ratings figures; TV meter, reach, panel. Company abbreviations ADDITIONAL INFORMATION List of company abbreviations used in the Management Report bwv Group, Switzerland bwv Holding Ag, St. Gallen, Switzerland bwv IT solutions AG, St. Gallen, Switzerland definitive systems ltd., Zurich, Switzerland dm michelotti AG, Rotkreuz, Switzerland dm-plus Direktmarketing AG, St. Gallen & Rotkreuz, Switzerland IFR Group, France CMI Field SARL, Viroflay, France Institut Francais de Recherce S.A., Viroflay, France IFR Europe Ltd., London, UK IFR France S.A., Viroflay, France IFR Italia S.r.L., Milan, Italy IFR Marketing España S.L., Madrid, Spain IFR Monitoring Deutschland GmbH, Düsseldorf, Germany IFR Nederland B.V., Amsterdam, Netherlands IFR Polska Sp. z.o.o., Warsaw, Poland IFR U.K. Ltd., London, UK IHA-GfK-Group, Switzerland bwv Holding AG, St. Gallen, Switzerland Eiphos Holding AG, Hergiswil, Switzerland IHA-GfK AG, Hergiswil, Switzerland IHA·IMS Health GmbH, Hergiswil, Switzerland IHA Italia S.p.A., Milan, Italy Liechti AG, Kriegstetten, Switzerland Media Monitoring Switzerland AG, Berne, Switzerland dragon eye Ltd., Hergiswil, Switzerland Media Focus (ARGE), Hergiswil, Switzerland Modata AG, Hergiswil, Switzerland Modata GmbH, Berlin, Germany Telecontrol AG, Hergiswil, Switzerland Emer-GfK, Spain EMER GfK S.L., Valencia, Spain ENIGMA GfK, Germany ENIGMA Institut für Markt- und Sozialforschung Jürgen Ignaczak GmbH, Wiesbaden, Germany G.E. Marketing Research, Spain G.E. Marketing Research S.A., Valencia, Spain GfK AG, Germany GfK Aktiengesellschaft, Nuremberg, Germany GfK Custom Research, USA GfK Custom Research Inc., Minneapolis, USA GfK MACON, Germany GfK MACON AG, Waghäusel, Germany GfK Portugal, Portugal GfK PORTUGAL – Marketing Services LDA, Lisbon, Portugal GPI Kommunikationsforschung, Germany GPI Kommunikationsforschung Gesellschaft für Pharma-Informationssysteme mbH, Nuremberg, Germany I+G Group, Germany GPI Kommunikationsforschung Gesellschaft für PharmaInformationssysteme mbH, Nuremberg, Germany I+G Gesundheitsforschung GmbH & Co., Nuremberg, Germany Infratest + GfK Gesundheitsforschung GmbH & Co., Berlin, Germany Indicator GfK, Brazil Indicator Pesquisa de Mercado Ltda, São Paolo, Brazil Indicator Servicos de Informação Ltda, São Paolo, Brazil Indicorp Participações S.A., São Paolo, Brazil Informark, Australia Informark Pty. Ltd., Braddon, Australia Intercampus, Portugal INTERCAMPUS-RECOLHA, TRATAMENTO E DISTRIBUIÇÃO DE INFORMAÇÃO LDA, Lisbon, Portugal Intomart GfK, Netherlands Intomart GfK Group B.V., Hilversum, Netherlands Intomart B.V., Hilversum, Netherlands Aspemar-GfK N.V., Brussels, Belgium Audimetrie N.V., Brussels, Belgium Adware Media Solutions B.V., Hilversum, Netherlands IRI/GfK, Germany Information Resources GfK GmbH, Nuremberg, Germany m2A, France m2A S.A., Saint Aubin, France Martin Hamblin GfK HealthCare UK, UK Martin Hamblin GfK Healthcare UK Limited, West Byfleet, Surrey, UK Martin Hamblin GfK, UK Martin Hamblin GfK Limited, London, UK Martin Hamblin GfK Research Inc, USA Martin Hamblin Research Inc, Hartford, Connecticut, USA Metris, Portugal METRIS-MÉTODOS DE RECOLHA E INVESTIGAÇÃO SOCIAL LDA, Lisbon, Portugal Orange Interactive Research, Sweden Orange Interactive Research AB, Stockholm, Sweden Significant GfK, Belgium Significant bvba, Hervelee, Belgium Strateji GfK, Turkey Strateji GfK Research Services A.S., Istanbul, Turkey Telecontrol, Switzerland Telecontrol AG, Hergiswil, Switzerland 133 Contacts If you wish to order further copies of the Annual Report or have any questions, please contact: Public Affairs and Communications Publisher: Dr. Ulrike Schöneberg Fon +49 (0) 911 - 395 26 45 Fax +49 (0) 911 - 395 40 41 public.affairs@gfk.de GfK AG Nordwestring 101 90319 Nuremberg http://www.gfk.de Investor Relations Special contribution: Michael J. Naples, Princeton, New Jersey, USA Bernhard Wolf Fon +49 (0) 911 - 395 20 12 Fax +49 (0) 911 - 395 40 75 bernhard.wolf@gfk.de 134 Editorial support services: Medienservice Peter Reichhard, Ebersberg Design: Scheufele Kommunikationsagentur GmbH, Frankfurt am Main Photography: Annette Frick, Frankfurt This Annual Report is also available in German. The English language version is a translation of the audited German Annual Report. Lithography: Mainteam, Aschaffenburg Translation: AGET Limited, London, UK Printing: Druckerei Eugen Seubert, Nürnberg Printed on unchlorinated bleached paper P R O V I S I O N A L K E Y D AT E S IN THE FINANCIAL CALENDAR 30 April 2003 Accounts press conference, Nuremberg 30 April 2003 Analysts’ conference, Frankfurt/Main 27 May 2003 Quarterly report as at 31 March* 13 June 2003 Annual General Meeting, Nuremberg 27 August 2003 Interim report as at 30 June* 26 November 2003 Quarterly report as at 30 September* 26 February 2004 Provisional result for financial year 2003 22 April 2004 Accounts press conference, Nuremberg 22 April 2004 Analysts’ conference, Frankfurt/Main 27 May 2004 Quarterly report as at 31 March* 15 June 2004 Annual General Meeting, Nuremberg 26 August 2004 Interim report as at 30 June* 25 November 2004 Quarterly report as at 30 September* MISSION STATEMENT GfK. Growth from Knowledge Companies need to make decisions. Knowledge is the basis for decision-making. Our business information services provide the essential knowledge that industry, retail, the service sector and the media need in order to make their decisions. As a knowledge provider, we aim to be at the top in all the global markets in * Publication is scheduled for before the start of the trading session which we operate – in the interests of our clients, our employees, our company, our shareholders and the general public.